<PAGE>   1
                                                                [EXECUTION COPY]

                                                                     EXHIBIT 4.8


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                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                                PPL CORPORATION,

     as Depositor, Trust Securities Guarantor and Common Securities Holder,

                           PPL CAPITAL FUNDING, INC.,
                          as Subordinated Notes Issuer

                            THE CHASE MANHATTAN BANK,
                              as Property Trustee,

                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION

                              as Delaware Trustee,

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                                       and

                   THE SEVERAL HOLDERS OF THE TRUST SECURITIES

                             Dated as of May 9, 2001

                           PPL CAPITAL FUNDING TRUST I




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


<PAGE>   2




                           PPL CAPITAL FUNDING TRUST I

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

<TABLE>
<CAPTION>
Trust Indenture                                                                                                     Trust Agreement
  Act Section                                                                                                               Section
---------------                                                                                                           ---------
<S>                                                                                                                <C>
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)
           (b)       .............................................................................................. 8.14(a)
           (c)       .............................................................................................. 8.14(a)
           (d)       .............................................................................................. 8.14(b)
Section 314(a)       .............................................................................................. 8.15
           (b)       .............................................................................................. Not Applicable
           (c)(1)    .............................................................................................. 8.16
           (c)(2)    .............................................................................................. 8.16
           (c)(3)    .............................................................................................. Not Applicable
           (d)       .............................................................................................. Not Applicable
           (e)       .............................................................................................. 1.01
Section 315(a)       .............................................................................................. 8.01, 8.03
           (b)       .............................................................................................. 8.02
           (c)       .............................................................................................. 8.01(a)
           (d)       .............................................................................................. 8.01, 8.03
           (e)       .............................................................................................. Not Applicable
Section 316(a)       .............................................................................................. 6.01
           (a)(1)(A) .............................................................................................. 6.01
           (a)(1)(B) .............................................................................................. Not Applicable
           (a)(2)    .............................................................................................. Not Applicable
           (b)       .............................................................................................. Not Applicable
           (c)       .............................................................................................. 6.07
Section 317(a)(1)    .............................................................................................. Not Applicable
           (a)(2)    .............................................................................................. Not Applicable
           (b)       .............................................................................................. 5.09
Section 318(a)       .............................................................................................. 10.10
</TABLE>


Note:        This reconciliation and tie shall not, for any purpose, be
             deemed to be a part of the Trust Agreement.


<PAGE>   3
\



                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                           <C>
                                                     ARTICLE I Defined Terms

Section 1.04.   Definitions.....................................................................................................2

                                               ARTICLE II Continuation of the Trust

Section 2.01.   Name...........................................................................................................11
Section 2.02.   Office of the Delaware Trustee; Principal Place of Business....................................................11
Section 2.03.   Initial Contribution of Trust Property; Organizational Expenses................................................11
Section 2.04.   A.  Issuance of the Preferred Trust Securities.................................................................12
Section 2.04.   B.  Issuance of the CommonTrust Securities.
Section 2.05.   Subscription and Purchase of Subordinated Notes; Issuance of the Common Trust Securities.......................12
Section 2.06.   Declaration of Trust; Appointment of Additional Administrative Trustees........................................12
Section 2.07.   Authorization to Enter into Certain Transactions...............................................................13
Section 2.08.   Assets of Trust................................................................................................16
Section 2.09.   Title to Trust Property........................................................................................16

                                                   ARTICLE III Payment Account

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

                                               ARTICLE IV Distributions; Redemption

Section 4.01.   Distributions..................................................................................................17
Section 4.02.   A.  Redemption.................................................................................................18
Section 4.02.   B.  Redemption Procedures......................................................................................18
Section 4.03.   Subordination of Common Trust Securities.......................................................................20
Section 4.04.   Payment Procedures.............................................................................................20
Section 4.05.   Tax Returns and Reports........................................................................................21
Section 4.06.   Payments under Indenture.......................................................................................21
Section 4.07.   Initial Remarketing Procedures.................................................................................21
Section 4.08.   Final Remarketing Procedures...................................................................................24

                                             ARTICLE V Trust Securities Certificates

Section 5.01.   Initial Ownership..............................................................................................26
Section 5.02.   The Trust Securities Certificates..............................................................................26
Section 5.03.   Execution and Delivery of Trust Securities Certificates........................................................27
Section 5.04.   Registration of Transfer and Exchange of Trust Securities Certificates.........................................27
Section 5.05.   Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.............................................28
Section 5.06.   Persons Deemed Securityholders.................................................................................29
Section 5.07.   Access to List of Securityholders' Names and Addresses.........................................................29
Section 5.08.   Maintenance of Office or Agency................................................................................29
Section 5.09.   Appointment of Paying Agent....................................................................................29
Section 5.10.   Ownership of Common Trust Securities by Depositor..............................................................30
</TABLE>


                                       -i-


<PAGE>   4

<TABLE>
<S>                                                                                                                           <C>
Section 5.11.   Definitive Preferred Trust Securities Certificates.............................................................30
Section 5.12.   Book-Entry System..............................................................................................30
Section 5.13.   Rights of Securityholders......................................................................................31
Section 5.14.   Cancellation by Transfer Agent and Registrar...................................................................31

                                       ARTICLE VI Acts of Securityholders; Meetings; Voting

Section 6.01.   Limitations on Voting Rights...................................................................................32
Section 6.02.   Notice of Meetings.............................................................................................33
Section 6.03.   Meetings of Holders of Preferred Trust Securities..............................................................33
Section 6.04.   Voting Rights..................................................................................................34
Section 6.05.   Proxies, etc...................................................................................................34
Section 6.06.   Securityholder Action by Written Consent.......................................................................34
Section 6.07.   Record Date for Voting and Other Purposes......................................................................34
Section 6.08.   Acts of Securityholders........................................................................................34
Section 6.09.   Inspection of Records..........................................................................................35

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

Section 7.01.   Property Trustee...............................................................................................36
Section 7.02.   Delaware Trustee...............................................................................................37

                                                    ARTICLE VIII The Trustees

Section 8.01.   Certain Duties and Responsibilities............................................................................37
Section 8.02.   Notice of Defaults.............................................................................................38
Section 8.03.   Certain Rights of Property Trustee.............................................................................39
Section 8.04.   Not Responsible for Recitals or Issuance of Securities.........................................................41
Section 8.05.   May Hold Securities............................................................................................41
Section 8.06.   Compensation; Fees; Indemnity..................................................................................42
Section 8.07.   Certain Trustees Required; Eligibility.........................................................................42
Section 8.08.   Conflicting Interests..........................................................................................43
Section 8.09.   Co-Trustees and Separate Trustee...............................................................................43
Section 8.10.   Resignation and Removal; Appointment of Successor..............................................................44
Section 8.11.   Acceptance of Appointment by Successor.........................................................................46
Section 8.12.   Merger, Conversion, Consolidation or Succession to Business....................................................46
Section 8.13.   Preferential Collection of Claims Against Depositor or Trust...................................................47
Section 8.14.   Reports by Property Trustee....................................................................................47
Section 8.15.   Reports to the Property Trustee................................................................................47
Section 8.16.   Evidence of Compliance With Conditions Precedent...............................................................47
Section 8.17.   Number of Trustees.............................................................................................48
Section 8.18.   Delegation of Power............................................................................................48
Section 8.19.   Fiduciary Duty.................................................................................................48
Section 8.20.   Delaware Trustee...............................................................................................49

                                              ARTICLE IX Dissolution and Liquidation

Section 9.01.   Dissolution Upon Expiration Date...............................................................................49
</TABLE>


                                     -ii-

<PAGE>   5

<TABLE>
<S>                                                                                                                           <C>
Section 9.02.   Early Dissolution..............................................................................................49
Section 9.03.   Termination....................................................................................................50
Section 9.04.   Liquidation....................................................................................................50
Section 9.05.   Mergers, Consolidations, Amalgamations or Replacements of the Trust............................................52

                                                ARTICLE X Miscellaneous Provisions

Section 10.01.  Payment of Expenses of the Trust...............................................................................53
Section 10.02.  Limitation of Rights of Securityholders........................................................................53
Section 10.03.  Amendment......................................................................................................53
Section 10.04.  Separability...................................................................................................54
Section 10.05.  Governing Law..................................................................................................54
Section 10.06.  Successors.....................................................................................................55
Section 10.07.  Intention of Parties...........................................................................................55
Section 10.08.  Headings.......................................................................................................55
Section 10.09.  Notice and Demand..............................................................................................55
Section 10.10.  Agreement Not to Petition......................................................................................55
Section 10.11.  Conflict with Trust Indenture Act..............................................................................56
Section 10.12.  Counterparts...................................................................................................56
</TABLE>

                                    -iii-


<PAGE>   6

                                                      S&C Draft of May 4, 2001


                AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 9, 2001,
among (i) PPL Corporation, a Pennsylvania corporation as depositor (the
"Depositor"), trust securities guarantor (the "Trust Securities Guarantor") and
as common securities holder (the "Common Securities Holder"), (ii) PPL Capital
Funding, Inc., a Delaware corporation, as subordinated notes issuer, (the
"Subordinated Notes Issuer"), (iii) The Chase Manhattan Bank, a New York banking
corporation, as trustee (the "Property Trustee" and, in its separate capacity
and not in its capacity as Property Trustee, the "Bank"), (iii) Chase Manhattan
Bank USA, National Association, a national banking association, as Delaware
trustee (the "Delaware Trustee"), (iv) John R. Biggar and James E. Abel, each an
individual, and each of whose address is c/o PPL Electric Utilities Corporation,
Two North Ninth Street, Allentown, Pennsylvania 18101-1179 (each, an
"Administrative Trustee" and collectively, the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees are
referred to herein each as a "Trustee" and collectively as the "Trustees"), and
(v) the several Holders, as hereinafter defined.

                                R E C I T A L S:


                The Depositor, the Property Trustee, the Delaware Trustee and
James E. Abel, as Administrative Trustee, have heretofore duly created and
continued a business trust under the Delaware Business Trust Act by the entering
into that certain Trust Agreement, dated as of September 21, 1999 (the "Original
Trust Agreement"), as amended by the Removal and Appointment of Trustee and
Amendment of Trust Agreement of the Trust, dated as of August 15, 2000, and by
the execution and filing with the Secretary of State of the State of Delaware of
the Certificate of Trust, dated September 21, 1999, as amended by the
Certificate of Amendment to Certificate of Trust, dated May 22, 2000, as amended
by the Amended and Restated Certificate of Trust of PPL Capital Funding Trust I,
dated as of August 15, 2000, copies of which are attached as Exhibit A (as it
may be amended from time to time, the "Certificate of Trust").

                The Trust, the Depositor and the Subordinated Notes Issuer have
entered into an Underwriting Agreement dated May 3, 2001 with Morgan Stanley &
Co. Incorporated, Credit Suisse First Boston Corporation, First Union
Securities, Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and UBS Warburg LLC.

                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 issuance of the Common Trust Securities and Preferred Trust
Securities, as hereinafter defined, by the Trust to the Subordinated Notes
Issuer in exchange for the Subordinated Notes, as hereinafter defined, (ii) the
sale of the Preferred Trust Securities to the public by the PPL Capital Funding
and (iii) the acquisition by the Trust of all of the right, title and interest
in the Subordinated Notes, as hereinafter defined.

                NOW THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, each party, for the
benefit of the other party and for the benefit of the Securityholders, hereby
amends and restates the Original Trust Agreement in its entirety and agrees as
follows:
<PAGE>   7

                                   ARTICLE I

                                  DEFINED TERMS

                SECTION 1.04. 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;

                        (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; and

                        (e)    the following terms have the meanings given to
        them in the Purchase Contract Agreement: (i) Applicable Amount, (ii)
        Applicable Ownership Interest, (iii) Cash Settlement, (iv) Code, (v)
        Collateral Agent, (vi) Company, (vii) Depositary Participant, (viii)
        Failed Final Remarketing, (ix) Failed Initial Remarketing, (x) Final
        Remarketing, (xi) Final Remarketing Date, (xii) Initial Remarketing,
        (xiii) Initial Remarketing Date, (xiv) PEPS Unit, (xv) Pledge Agreement,
        (xvi) Purchase Contract Agent, (xvii) Purchase Contract Settlement Date,
        (xviii) Quotation Agent, (xix) Remarketing Agent, (xx) Redemption
        Amount, (xxi) Remarketing Agreement, (xxii) Reset Agent, (xxiii) Reset
        Announcement Date, (xxiv) Reset Rate, (xxv) Security, (xxvi)
        Subordinated Notes, (xxvii) Successful Initial Remarketing, (xxviii)
        Successful Final Remarketing, (xxix) Tax Event Redemption Amount, (xxx)
        Treasury Portfolio, (xxxi) Treasury Portfolio Purchase Price and (xxxii)
        Underwriting Agreement.

        "Act" has the meaning specified in Section 6.08.

                "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 and
not in their individual capacities, or such trustee's successor in interest in
such capacity, or any successor 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


                                      -2-

<PAGE>   8

indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

                "Authorized Officer" means the Chairman of the Board, the
President and Vice President, the Treasurer, any Assistant Treasurer or any
other officer or agent of the Depositor duly authorized by the Board of
Directors to act in respect of matters relating to this Trust Agreement.

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

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

                        (i)   the entry of a decree or order by a court having
                jurisdiction in the premises judging such Person a bankrupt or
                insolvent, or approving as properly filed a petition seeking
                reorganization, arrangement, adjudication or composition of or
                in respect of such Person under Federal bankruptcy law or any
                other applicable Federal or state law, or appointing a 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
                unstayed and in effect for a period of 60 consecutive days; or

                        (ii)   the institution by such Person of proceedings to
                be adjudicated a bankrupt or insolvent, or of the consent by it
                to the institution of bankruptcy or insolvency proceedings
                against it, or the filing by it of a petition or answer or
                consent seeking reorganization or relief under Federal
                bankruptcy law or any other applicable Federal or state law, or
                the consent by it to the filing of such petition or to the
                appointment of a receiver, liquidator, assignee, trustee,
                sequestrator or similar official of such Person 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.

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

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

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


                                      -3-

<PAGE>   9

                "Certificate of Trust" has the meaning specified the recitals
hereof.

                "Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act.

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

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

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

                "Common Trust Security" means a security representing an
undivided beneficial interest in the assets of the Trust having a Liquidation
Amount of $25 and having the rights provided therefor in this Trust Agreement,
including the right to receive Distributions, Subordinated Notes and a
Liquidation Distribution as provided herein.

                "Corporate Trust Office" means the principal corporate trust
office of the Property Trustee located in New York, New York which at the date
of execution of this Trust Agreement is located at 450 West 33rd Street, 15th
Floor, New York, New York 10001.

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

                "Custodial Agent" has the meaning specified in the Pledge
Agreement.

                "Definitive Preferred Trust Securities Certificates" means
Preferred Trust Securities Certificates issued in certificated, fully registered
form as provided in Section 5.11.

                "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 banking association identified as
the "Delaware Trustee" in the preamble to this Trust Agreement solely in its
capacity as Delaware Trustee of the Trust and not in its individual capacity, or
its successor in interest in such capacity, or any successor trustee appointed
in such capacity as herein provided.

                "Depositary" shall mean, with respect to Trust Securities
issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
depositary for such Securities, and initially shall be The Depository Trust
Company.

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


                                      -4-

<PAGE>   10

                "Depositor" has the meaning specified in the preamble to this
Trust Agreement and includes PPL Corporation, in its capacity as Holder of the
Common Trust Securities, and its successors.

                "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 a Subordinated Note Event of
                Default; or

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

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

                        (iv)   default in the performance, or breach, in any
                material respect, of any covenant or warranty of the Trustees in
                this Trust Agreement (other than a covenant or warranty a
                default in whose performance or breach is specifically dealt
                with in clause (ii) or (iii), above) and continuation of such
                default or breach for a period of 90 days after there has been
                given, by registered or certified mail, to the Trust, the
                defaulting trustee and the Depositor by the Holders of at least
                25% in Liquidation Amount of the Outstanding Preferred Trust
                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; or

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

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

                "Expiration Date" shall have the meaning specified in Section
9.01.

                "Global Security" shall mean a global Preferred Security
Certificate registered in the name of a Depositary or its nominee.

                "Holder" shall mean any holder of Preferred Trust Securities or
Common Securities, as registered on the books and records of the Trust, such
holder being a beneficial owner within the meaning of the Business Trust Act,
provided that in determining whether the


                                      -5-

<PAGE>   11

Holders of the requisite liquidation amount of the Preferred Securities have
voted on any matter provided for in this Agreement, then for the purpose of such
determination only (and not for any other purpose hereunder), if the Preferred
Trust Securities remain in the form of one or more Global Securities and if the
Depositary that is the holder of such Global Securities has sent an omnibus
proxy to the Depositary Participants to whose accounts the Preferred Trust
Securities are credited on the record date, the term of "Holders" shall mean the
Depositary Participants acting at the direction of the Beneficial Owners.

                "Indemnified Person" means any Trustee, any Affiliate of any
Trustee, or any officer, director, shareholder, member, partners, employee,
representative or agent of any Trustee, or any employee or agent of the Trust or
its Affiliates.

                "Interest Payment Date" shall have the meaning set forth in
Section 4.01(b).

                "Investment Company Act" means the Investment Company Act of
1940, as amended.

                "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 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 plus accumulated and unpaid Distributions to the date of such payment
and (ii) Subordinated Notes having a principal amount equal to the Liquidation
Amount of the Trust Securities of the Holders to which such Subordinated Notes
are distributed.

                "Liquidation Amount" means the stated amount of $25 per Trust
Security.

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

                        "Liquidation Distribution" has the meaning specified in
Section 9.04(e).

                "Offer" has the meaning specified in Section 2.07(c).

                "Officer's Certificate" means a certificate signed by an
Authorized Officer of the Depositor and delivered to the appropriate Trustee.
Any officer signing an Officer's Certificate given pursuant to Section 8.16
shall be the principal executive, financial or accounting officer of the
Depositor. Any Officer's Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

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


                                      -6-

<PAGE>   12

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

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

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

                "Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Trust, the Property Trustee, the Delaware Trustee or the
Depositor, and who shall be reasonably acceptable to the Property Trustee. Any
Opinion of Counsel delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement shall include statements
comparable to the statements referred to in the definition of "Officer's
Certificate" herein.

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

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

                        (i)    Preferred Trust Securities theretofore canceled
                by the Transfer Agent and Registrar or delivered to the Transfer
                Agent and Registrar for cancellation;

                        (ii)   Preferred Trust 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 Trust Securities; provided that, if
                such Preferred Trust Securities are to be redeemed, notice of
                such redemption has been duly given pursuant to this Trust
                Agreement; and

                        (iii)  Preferred Trust Securities which have been paid
                or in exchange for or in lieu of which other Preferred Trust
                Securities have been delivered pursuant to this Trust Agreement,
                including pursuant to Sections 5.04, 5.05 or 5.11;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Trust Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Trust Securities owned by the Depositor, the Trust Securities
Guarantor, any Administrative Trustee or any Affiliate of the Depositor, the
Trust Securities Guarantor 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 Trust
Securities which such Trustee knows to be so owned shall be so

                                      -7-

<PAGE>   13

disregarded and (b) the foregoing shall not apply at any time when all of the
Outstanding Preferred Trust Securities are owned by the Depositor, the Trust
Securities Guarantor, one or more of the Administrative Trustees and/or any such
Affiliate. Preferred Trust 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 Trust Securities and that the pledgee is not the
Depositor or the Trust Securities Guarantor, or any Affiliate of the Depositor
or the Trust Securities Guarantor.

                "Owner" means each Person who is the beneficial owner of a Trust
Securities Certificate as reflected in the records of the Depository or, if a
Depository participant is not the beneficial owner, then as reflected in the
records of a Person maintaining an account with such Depository (directly or
indirectly), in accordance with the rules of such Depository.

                "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 with the Bank, or
such other banking institution as the Depositor shall select for the benefit of
the Securityholders in which all amounts paid in respect of the Subordinated
Notes will be held and from which the Paying Agent, pursuant to Section 5.09,
shall make payments to the Securityholders in accordance with Sections 4.01 and
4.02.

                "PEPS Units" shall mean a security consisting of a unit
comprised of (A) a purchase contract under which the holder of the unit will
purchase from the Depositor, for $25 in cash, a certain number of shares of
common stock, par value $.01 per share, of the Depositor and (B) beneficial
ownership of a Preferred Trust Security or Subordinated Note, or in certain
circumstances following the occurrence of a Tax Event, the appropriate
Applicable Ownership Interest of the Treasury Portfolio.

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

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

                "Preferred Trust Security" means a security representing an
undivided beneficial interest in the assets of the Trust having a Liquidation
Amount of $25 and having rights provided therefor in this Trust Agreement,
including the right to receive Distributions, Subordinated Notes and a
Liquidation Distribution as provided herein and, in certain circumstances, a
preference over the Common Trust Securities.

                "Pro Rata" shall mean pro rata to each Holder according to the
aggregate Liquidation Amount of the Trust Securities held by such Holder in
relation to the aggregate Liquidation Amount of all Trust Securities
outstanding.


                                      -8-

<PAGE>   14

                "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 and not in its
individual capacity, or its successor in interest in such capacity, or any
successor trustee appointed in such capacity as herein provided.

                "Purchase Contract Agreement" shall mean the Purchase Contract
Agreement dated as of May 9, 2001 between the Depositor and The Chase Manhattan
Bank, as Purchase Contract Agent.

                "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 Subordinated Note 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 redemption price paid by the Subordinated
Note Issuer to repay or redeem the Subordinated Notes held by the Trust, which
shall include accumulated and unpaid distributions on such Trust Securities
through the date of their redemption or such lesser amount as will be received
by the Trust in respect of Subordinated Notes so repaid or redeemed.

                "Relevant Trustee" shall have the meaning specified in Section
8.10.

                "Remarketing Settlement Date" shall mean the date, if any, on
which the settlement of the Remarketed Securities has occurred through the
normal settlement procedures in effect at such time of the Depository or any
successor Depository.

                "Responsible Officer," when used with respect to the Property
Trustee, means an officer of the Property Trustee assigned by the Property
Trustee to administer this Trust Agreement.

                "Securities Register" shall mean the Securities Register as
described in Section 5.04.

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

                "Subordinated Indenture" means the Indenture, dated as of May 9,
2001 among the Subordinated Notes Issuer, the Depositor, as guarantor, and the
Subordinated Notes Trustee, as trustee, as amended or supplemented from time to
time.

                "Subordinated Note Event of Default" means an "Event of Default"
as defined in the Subordinated Indenture.

                "Subordinated Note Redemption Date" means "Redemption Date" as
defined in the Subordinated Indenture with respect to the Subordinated Notes.


                                      -9-

<PAGE>   15

                "Subordinated Notes Issuer" means PPL Capital Funding, Inc., a
Delaware corporation, in its capacity as issuer of the Subordinated Notes, and
its successors.

                "Subordinated Notes Trustee" means The Chase Manhattan Bank, a
New York banking corporation, as trustee under the Subordinated Indenture, and
its permitted successors and assigns as such trustee.

                "Supermajority" shall have the meaning set forth in Section
6.01(b).

                "Tax Event" means the receipt by the Subordinated Notes Issuer
and the Trust of an Opinion of Counsel, rendered by a law firm having a
recognized national tax practice, to the effect that, as a result of any
amendment to, change in or announced proposed change in the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative decision, pronouncement, judicial decision or action interpreting
or applying such laws or regulations, which amendment or change is effective, or
which proposed change, pronouncement, action, or decision is announced on or
after the date of issuance of the Preferred Trust Securities, there is more than
an insubstantial increase in the risk that (i) the Trust is, or within 90 days
of the date of such opinion, will be, subject to United States Federal income
tax with respect to income received or accrued on the Subordinated Notes, (ii)
interest payable by the Depositor on the Subordinated Notes is not, or within 90
days of the date of such opinion, will not be, fully deductible by the Depositor
for United States Federal income tax purposes, or (iii) the Trust is, or within
90 days of the date of such opinion will be subject to more than a de minimis
amount of other taxes, duties or other governmental charges.

                "Tax Event Redemption" shall mean that a Tax Event has occurred
and is continuing and the Subordinated Notes have been called for redemption
pursuant to the Subordinated Indenture.

                "Tax Event Redemption Date" shall mean the date of the Tax Event
Redemption, if any, specified by the Subordinated Notes Issuer.

                "Transfer Agent and Registrar" shall mean the transfer agent and
registrar for the Preferred Trust Securities appointed by the Trust and shall be
initially the Property Trustee.

                "Trust" means PPL Capital Funding Trust I, a Delaware business
trust created by the Original Trust Agreement and the Certificate of Trust and
continued hereby.

                "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 (i) all exhibits hereto and
(ii) for all purposes of this Amended and Restated Trust Agreement and any such
modification, amendment or supplement, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this Amended and Restated Trust
Agreement and any such modification, amendment or supplement, respectively.

                "Trust Enforcement Event" in respect of the Trust Securities
shall mean that an Indenture Event of Default has occurred and is continuing in
respect of the Subordinated Notes.


                                      -10-

<PAGE>   16

                "Trust Indenture Act" means the Trust Indenture Act of 1939 as
amended and 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 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 for the time being held by the Property
Trustee pursuant to the terms of this Trust Agreement.

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

                "Trust Securities Guarantee" means the Trust Securities
Guarantee Agreement executed and delivered by the Depositor, as guarantor, and
The Chase Manhattan Bank, a New York banking corporation, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the Holders of the Preferred Trust Securities, as amended from
time to time.

                        "Trust Securities Guarantor" means PPL Corporation, a
Pennsylvania corporation, and its successors, as guarantor under the Trust
Securities Guarantee.

                "Trust Security" means any one of the Common Trust Securities or
the Preferred Trust Securities. The Common Trust Securities and the Preferred
Trust Securities represent the sole beneficial interests in the Trust, and the
Trust shall not issue any interests other than the Trust Securities.

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

                                   ARTICLE II

                            CONTINUATION OF THE TRUST

                SECTION 2.01. NAME. The Trust continued hereby shall be known as
"PPL Capital Funding Trust I", as such name may be modified from time to time by
the Administrative Trustees following written notice to the Holders of Trust
Securities and the other Trustees, in which name the Trustees may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.

                SECTION 2.02. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
BUSINESS. The office of the Delaware Trustee in the State of Delaware is 1201
Market Street, Wilmington, Delaware 19801, Attn: Trust Department, or at such
other address in Delaware as the Delaware Trustee may designate by written
notice to the Securityholders, the Depositor and the Trust Securities Guarantor.
The principal place of business of the Trust is c/o PPL Corporation, Two North
Ninth Street, Allentown, Pennsylvania 18101-1179.

                SECTION 2.03. INITIAL CONTRIBUTION OF TRUST PROPERTY;
ORGANIZATIONAL EXPENSES. The Property Trustee acknowledges receipt in trust from
the Depositor in connection


                                      -11-
<PAGE>   17

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

                SECTION 2.04.A. ISSUANCE OF THE PREFERRED TRUST SECURITIES. On
May 3, 2001, an authorized representative of the Depositor, the Trust and the
Subordinated Notes Issuer, each executed and delivered the Underwriting
Agreement. Contemporaneously with the execution and delivery of this Trust
Agreement, one of the Administrative Trustees, on behalf of the Trust in
accordance with Section 5.02, executed and delivered a Preferred Trust
Securities Certificate, registered in the name of the Purchase Contract Agent,
having an aggregate Liquidation Amount of $500,000,000.

                SECTION 2.04.B. ISSUANCE OF THE COMMON TRUST SECURITIES.
Contemporaneously with the execution and delivery of this Trust Agreement, one
of the Administrative Trustees, on behalf of the Trust in accordance with
Section 5.02, executed and delivered a Common Trust Securities Certificate,
registered in the name of the Subordinated Notes Issuer, having an aggregate
Liquidation Amount of $15,463,918.

                SECTION 2.05. SUBSCRIPTION AND EXCHANGE OF SUBORDINATED NOTES
FOR TRUST SECURITIES. Contemporaneously with the execution and delivery of this
Trust Agreement, the Administrative Trustees, on behalf of the Trust, subscribed
to and purchased from the Subordinated Notes Issuer Subordinated Notes,
registered in the name of The Chase Manhattan Bank, as Property Trustee of PPL
Capital Funding Trust I and having an aggregate principal amount equal to
$515,463,918 and, in exchange for such Subordinated Notes, one of the
Administrative Trustees, on behalf of the Trust, executed and delivered to the
Subordinated Notes Issuer the Trust Securities Certificates executed and
delivered pursuant to Section 2.04.A and 2.04.B. The Subordinated Notes Issuer
then delivered to the Purchase Contract Agent the Preferred Trust Securities
Certificate issued pursuant to Section 2.04.A in connection with the Depositor's
issuance of $500,000,000 of PEPS Units to the public.

                SECTION 2.06. DECLARATION OF TRUST; APPOINTMENT OF ADDITIONAL
ADMINISTRATIVE TRUSTEES. The exclusive purposes and functions of the Trust are
(i) to issue Trust Securities in exchange for the Subordinated Notes, and (ii)
to engage in those activities necessary or incidental thereto. The Depositor
hereby appoints the Trustees as trustees of the Trust, to have all the rights,
powers and duties to the extent set forth herein, and the Trustees hereby accept
such appointment. The Property Trustee hereby declares that it will hold the
Trust Property in trust upon and subject to the conditions set forth herein for
the benefit of 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. Anything in this Trust Agreement to
the contrary notwithstanding, the Delaware Trustee shall not be entitled to
exercise any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Delaware Business Trust Act.


                                      -12-

<PAGE>   18

                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 (b)
of this Section and Article VIII and in accordance with the following provisions
(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 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
singularly or together, shall have the power, duty and authority to act on
behalf of the Trust with respect to the following matters:

                        (i)         the issuance of the Trust Securities in
                exchange for the Subordinated Notes;

                        (ii)        without the consent of any Person, to cause
                the Trust to enter into and to execute, deliver and perform on
                behalf of the Trust, such agreements as may be necessary or
                desirable in connection with the consummation of the
                Underwriting Agreement and the Remarketing Agreement;

                        (iii)       to qualify the Trust to do business in any
                jurisdiction as may be necessary or desirable;

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

                        (v)         the listing, if any, of the Preferred Trust
                Securities upon such national securities exchange or exchanges
                or automated quotation system or systems as shall be determined
                by the Depositor and the registration of the Preferred Trust
                Securities under the Exchange Act, and the preparation and
                filing of all periodic and other reports and other documents
                pursuant to the foregoing;

                        (vi)        the appointment or removal of a Paying Agent
                and Transfer Agent and Registrar in accordance with this Trust
                Agreement;

                        (vii)       the establishment of a record date for any
                of the purposes contemplated by Section 6.07 hereof;

                        (viii)      to duly prepare and file all applicable tax
                returns and tax information reports that are required to be
                filed with respect to the Trust on behalf of the trust;

                                      -13-

<PAGE>   19

                        (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
                Preferred Trust Securities or to enable the Trust to effect the
                purposes for which the Trust was created;

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

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

                        (xii)       the taking of any action incidental to the
                foregoing as the Administrative Trustees may from time to time
                determine is necessary 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
power, duty and authority to act on behalf of the Trust with respect to the
following ministerial matters:

                        (i)    the establishment of the Payment Account in the
                name of and under the exclusive control of the Property Trustee
                on behalf of the Securityholders;

                        (ii)   the receipt of the Subordinated Notes;

                        (iii)  the collection and deposit, upon receipt, in the
                Payment Account of interest, principal and any other payments
                made in respect of the Subordinated Notes;

                        (iv)   the distribution of amounts owed to the
                Securityholders from the Payment Account in respect of the Trust
                Securities in accordance with the terms of this Trust Agreement
                (funds in the Payment Account to be held uninvested until
                disbursed in accordance with this Trust Agreement);

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

                        (vi)   the distribution of the Trust Property in
                accordance with the terms of this Trust Agreement upon written
                direction by the Depositor to dissolve the Trust;


                                      -14-

<PAGE>   20

                        (vii)  to the extent provided in this Trust Agreement,
                the winding up of the affairs of and liquidation of the Trust
                and the execution of the certificate of cancellation to be
                prepared and filed by the Administrative Trustees with the
                Secretary of State of the State of Delaware; and

                        (viii) the taking of any ministerial action incidental
                to the foregoing as the Property Trustee may from time to time
                determine is necessary 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).

                Subject to this Section 2.07(a)(B), the Property Trustee shall
have none of the duties, powers or authority of the Administrative Trustees set
forth in Sections 2.07(a)(A) and 2.07(c) or the Depositor set forth in Section
2.07(c). The Property Trustee shall have the power and authority to exercise all
of the rights, powers and privileges of a holder of Subordinated Notes under the
Subordinated Indenture, subject to the terms of this Trust Agreement, and, if an
Event of Default occurs and is continuing, the Property Trustee shall, subject
to Article VIII hereof and its responsibilities pursuant to the Trust Indenture
Act, for the benefit of Holders of the Trust Securities, proceed to protect and
enforce its rights as holder of the Subordinated Notes subject to the rights of
the Holders to institute proceedings directly pursuant to the terms of this
Trust Agreement.

                (b)      So long as this Trust Agreement remains in effect,
the Trust (or the Trustees acting on behalf of the Trust) shall not undertake
any business, activities or transaction except as expressly provided herein or
contemplated hereby. In particular, the Trustees, acting on behalf of the Trust,
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 reasonably be expected to cause the Trust to fail or cease
to qualify as a "grantor trust" for United States Federal income tax purposes,
(iv) incur any indebtedness for borrowed money or (v) take or consent to any
action that would result in the placement of a Lien on any of the Trust
Property. 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.

                (c)      In connection with the issue and sale of the Preferred
Trust Securities, each of the Depositor and the Administrative Trustees, acting
singularly or together 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 and to execute and file a registration statement on
                Form S-3 in relation to the Preferred Trust Securities,
                including any amendments thereto and to take any action
                necessary or desirable to exchange the Preferred Trust
                Securities for the Subordinated Notes;

                        (ii)   to determine the States in which to take
                appropriate action to qualify or register for sale all or part
                of the Preferred Trust 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,



                                      -15-

<PAGE>   21


                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 in connection with
                the sale of Preferred Trust Securities;

                        (iii)  to select the investment banker or bankers
                to act as underwriters with respect to the offer and sale by the
                Trust of Preferred Trust Securities ("Offer") and negotiate the
                terms of an Underwriting Agreement and pricing agreement
                providing for the Offer;

                        (iv)   to execute and deliver on behalf of the
                Trust the Underwriting Agreement and such other agreements as
                may be necessary or desirable in connection with the
                consummation thereof;

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

                (d)      Notwithstanding anything herein to the contrary, the
Administrative Trustees are hereby 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 classified other than as a "grantor trust" for United
States Federal income tax purposes and so that the Subordinated Notes will be
treated as indebtedness of the Subordinated Notes Issuer 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 adversely affect the interests of the Holders of the Preferred Trust
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 in accordance with this Trust Agreement.

                                  ARTICLE III

                                 PAYMENT ACCOUNT

                SECTION 3.01. PAYMENT ACCOUNT. (a) On or prior to the Closing
Date, the Property Trustee shall establish the Payment Account. The Property
Trustee and any Paying Agent appointed by the Administrative Trustees shall have
exclusive control and sole right of withdrawal with respect to the Payment
Account for the purpose of making deposits in and

                                      -16-

<PAGE>   22

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 Holders of Trust Securities and for distribution as
herein provided, including (and subject to) any priority of payments provided
for herein. The Property Trustee shall have no liability in any respect
whatsoever in regards to any moneys or other property deposited in the Payment
Account at an institution other than the Property Trustee.

                (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 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) As owners of undivided
beneficial interests in the Subordinated Notes, Holders of Trust Securities
shall be entitled to receive cumulative cash Distributions on the Trust
Securities. Interest on the Subordinated Notes shall accrue, and, as a result,
Distributions shall accumulate, from the Closing Date and shall be payable
quarterly in arrears on February 18, May 18, August 18, and November 18 of each
year, commencing on August 18, 2001. 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 except that if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day (and
without any interest or other payment in respect of any such delay) in each
case, with the same force and effect as if made on such date (each date on which
Distributions are payable in accordance with this Section 4.01(a), a
"Distribution Date").

                (b)      Pursuant to the Subordinated Indenture, interest on the
Subordinated Notes, and, as a result, Distributions payable on the Trust
Securities, shall be fixed initially at a rate of 7.29% per annum of the
principal amount of the Subordinated Notes until the day immediately preceding
the applicable Reset Effective Date, and at the Reset Rate thereafter; in each
case payable quarterly in arrears on February 18, May 18, August 18, and
November 18 of each year (each, an "Interest Payment Date"). The amount of
Distributions payable for any quarterly period shall be computed on the same
basis as interest is calculated on the Subordinated Notes.

                (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 funds available in the Payment Account for the payment of such
Distributions.

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

                                      -17-
<PAGE>   23

Distribution Date if Trust Securities are in book-entry only form, and 15 days
prior to the relevant Distribution Date if Trust Securities are not in
book-entry only form.

                SECTION 4.02. A. REDEMPTION. Upon the repayment or redemption,
in whole or in part, of the Subordinated Notes held by the Trust, whether at the
stated maturity of the Subordinated Notes or upon earlier redemption as provided
in the Subordinated Indenture, the proceeds from such repayment or redemption
shall be simultaneously applied Pro Rata to redeem Trust Securities having an
aggregate Liquidation Amount equal to the aggregate principal amount of the
Subordinated Notes so repaid or redeemed at the Redemption Price. Holders of the
Securities shall be given not less than 30 nor more than 60 days notice of such
redemption in accordance with Section 4.02. B.

                (a)      If the Subordinated Notes Issuer redeems the
Subordinated Notes upon the occurrence and continuance of a Tax Event, the
proceeds from such redemption shall be applied by the Property Trustee to redeem
the Trust Securities in whole (but not in part) at a redemption price per Trust
Security equal to the Redemption Price plus any accumulated and unpaid
Distributions thereon to the Tax Event Redemption Date. If, following the
occurrence of a Tax Event, the Subordinated Notes Issuer exercises its option to
redeem the Subordinated Notes, the Subordinated Notes Issuer shall appoint the
Quotation Agent; if a Tax Event Redemption occurs prior to the Purchase Contract
Settlement Date, the redemption price payable in liquidation of the Trust
Securities will be distributed to the Securities Intermediary under the Pledge
Agreement, which in turn will apply that amount to purchase the Treasury
Portfolio and remit the remaining portion, if any, of such price to the Purchase
Contract Agent under the Purchase Contract Agreement, for payment to the holders
of the Securities. If a Tax Event Redemption occurs after the Purchase Contract
Settlement Date, the Treasury Portfolio shall not be purchased and the Property
Trustee shall distribute Pro Rata to the Holders of the Trust Securities on the
Tax Event Redemption Date the Redemption Price payable in liquidation of such
Holders' interests in the assets of the Trust.

                SECTION 4.02. B. REDEMPTION PROCEDURES. (a) On each Subordinated
Note Redemption Date and at the maturity date ("Maturity Date") for the
Subordinated Notes (as defined in the Subordinated Indenture), the Property
Trustee will be required to redeem a Like Amount of Trust Securities at the
Redemption Price.

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

                         (i)   the Redemption Date;

                         (ii)  the Redemption Price and the amount of
                accumulated and unpaid Distributions to be paid on the
                Redemption Date;

                         (iii) the CUSIP number;

                                      -18-
<PAGE>   24


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

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

                         (vi)  if the Preferred Trust Securities are no longer
                held in book-entry only form, the place and address where the
                Holders shall surrender their Preferred Trust Securities
                Certificates.

                (c)      The Trust Securities redeemed on each Redemption Date
shall be redeemed at the Redemption Price with the proceeds from the
contemporaneous redemption of 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 immediately
available in the Payment Account for such payment.

                (d)      If the Property Trustee gives a notice of redemption in
respect of any Preferred Trust Securities, then, by 12:00 noon, New York time,
on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall
irrevocably deposit with the Paying Agent funds sufficient to pay the applicable
Redemption Price and will give the Paying Agent irrevocable instructions and
authority to pay the Redemption Price to the Holders thereof upon surrender of
their Preferred Trust Securities Certificates and Common Trust Securities
Certificates. Notwithstanding the foregoing, Distributions on the Trust
Securities with respect to Distribution Dates occurring 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 Securities
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 on the Redemption Date, 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 thereon, and such Trust Securities will cease to be
Outstanding. In the event that any Redemption Date 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 falls
in the next calendar year, such payment will 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
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Trust Securities Guarantor pursuant to
the Trust Securities Guarantee, Distributions on such Trust Securities will
continue to accumulate, at the then applicable rate, from the Redemption Date
originally established by the Trust for such Trust Securities to the date such
Redemption Price is actually paid, in which case the actual payment date will be
deemed the date fixed for redemption for purposes of calculating the Redemption
Price.

                (e) Payment of the Redemption Price on the Trust Securities
shall be made to the Holders thereof as they appear on the Securities Register
for the Trust Securities on the

                                      -19-
<PAGE>   25

relevant record date, which shall be one Business Date prior to the relevant
Redemption Date; provided, however, that in the event that the Preferred Trust
Securities do not remain in book-entry-only form, the relevant record date shall
be the date fifteen days prior to the relevant Redemption Date.

                (f)      Subject to Section 4.03(a), if less than all the
Outstanding Trust Securities are to be redeemed on a Redemption Date, then the
aggregate Liquidation Amount of Trust Securities to be redeemed shall be
allocated to the Common Trust Securities and to the Preferred Trust Securities
Pro Rata. The Property Trustee shall promptly notify the Transfer Agent and
Registrar in writing of the Preferred Trust Securities selected for redemption
and, in the case of any Preferred Trust Securities selected for partial
redemption, the Liquidation Amount thereof to be redeemed. For all purposes of
this Trust Agreement, unless the context otherwise requires, all provisions
relating to the redemption of Preferred Trust Securities shall relate, in the
case of any Preferred Trust Securities redeemed or to be redeemed only in part,
to the portion of the Liquidation Amount of Preferred Trust Securities which has
been or is to be redeemed.

                SECTION 4.03. SUBORDINATION OF COMMON TRUST SECURITIES. (a)
Payment of Distributions 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 Event of Default resulting from a Subordinated Note Event of
Default shall have occurred and be continuing, no payment of any Distribution
on, or Redemption Price of, any Common Trust Security, and no other payment on
account of the redemption, liquidation or other acquisition of Common Trust
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions on all Outstanding Preferred Trust 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 Trust 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 on, or Redemption
Price of, Preferred Trust Securities then due and payable.

                (b)      In the case of the occurrence of any Event of Default
resulting from a Subordinated Note Event of Default, the Holder of Common Trust
Securities will be deemed to have waived any right to act with respect to any
such Event of Default under this Trust Agreement until the effect of all such
Events of Default with respect to the Preferred Trust Securities have been
cured, waived or otherwise eliminated. Until all such Events of Default under
this Trust Agreement with respect to the Preferred Trust Securities have been so
cured, waived or otherwise eliminated, the Property Trustee shall, to the
fullest extent permitted by law, act solely on behalf of the Holders of the
Preferred Trust Securities and not the Holder of the Common Trust Securities,
and only the Holders of the Preferred Trust 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 Trust Securities shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear on the Securities Register
or, if the Preferred Trust Securities are held by a Depository, such
Distributions shall be made to the Depository in immediately available funds,
which shall credit the relevant Persons' accounts at such Depository on the
applicable Distribution Dates. Payments in respect of the Common Trust
Securities shall be made in such

                                      -20-
<PAGE>   26

manner as shall be mutually agreed between the Property Trustee and the Holder
of the Common Trust Securities.

                SECTION 4.05. TAX RETURNS AND REPORTS. The Administrative
Trustees shall prepare (or cause to be prepared), at the Depositor's expense and
direction, and file all United States Federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared or filed) the Internal Revenue Service Form 1041 (or
any successor form) required to be filed in respect of the Trust in each taxable
year of the Trust and (b) prepare and furnish (or cause to be prepared and
furnished), to the extent required by law, to each Securityholder the related
Internal Revenue Service Form 1099 (or any successor form) and the information
required to be provided on such form. The Administrative Trustees shall provide
the Depositor and the Property Trustee with a copy of all such returns, reports
and schedules promptly after such filing or furnishing. The Trustees shall
comply with United States Federal withholding and backup withholding tax laws
and information reporting requirements with respect to any payments to
Securityholders under the Trust Securities.

                SECTION 4.06. PAYMENTS UNDER INDENTURE.

                  Any amount payable hereunder to any Holder of Preferred Trust
Securities shall be reduced by the amount of any corresponding payment such
Holder has directly received pursuant to Section 808 of the Subordinated
Indenture.

                SECTION 4.07. INITIAL REMARKETING PROCEDURES. (a) The Depositor
shall request, (i) in the case of the first Initial Remarketing on the third
Business Day immediately preceding February 18, 2004 and the Final Remarketing,
not later than 7 nor more than 15 days prior to the Reset Announcement Date, and
(ii) in the case of any Additional Remarketing, as soon as practical after the
Depositary has been notified of such Additional Remarketing by the Depositor,
that the Depositary notify the Holders of the Preferred Trust Securities of the
Reset Announcement Date. The Depositor shall request (i) in the case of the
first Initial Remarketing on the third Business Day immediately preceding
February 18, 2004 and the Final Remarketing, request, not later than 15 nor more
than 30 calendar days prior to any such Remarketing Date, and (ii) in the case
of any Additional Remarketing as soon as practical after the Depositary has been
notified of such Additional Remarketing by the Depositor, that the Depositary
notify the Holders of the Preferred Trust Securities of such Remarketing.

                (b)      Under Section 5.02 of the Purchase Contract Agreement,
Preferred Trust Securities that constitute components of PEPS Units will be
remarketed as provided therein and in this Section 4.07. Instead of
participating in the first Initial Remarketing, Holders of Preferred Trust
Securities can deliver sufficient cash to the Securities Intermediary to pay the
Treasury Portfolio Purchase Price to purchase the Treasury Portfolio on their
behalf prior to or on the fifth Business Day preceding February 18, 2004.
Instead of participating in an Additional Remarketing, Holders of Preferred
Trust Securities can deliver sufficient cash to the Securities Intermediary to
pay the Treasury Portfolio Purchase Price to purchase the Treasury Portfolio on
their behalf on the second Business Day prior to any Additional Remarketing. Not
later than 5:00 P.M., New York City time, on the second Business Day immediately
preceding any such Initial Remarketing Date, but no earlier than the Interest
Payment Date immediately preceding

                                      -21-
<PAGE>   27

such Remarketing Date, each Holder of Preferred Trust Securities not
constituting components of PEPS Units may elect to have the Preferred Trust
Securities held by such Holder remarketed. Holders of Preferred Trust Securities
that are not components of PEPS Units shall give notice of their election to
have such Preferred Trust Securities remarketed to the Custodial Agent pursuant
to the Pledge Agreement. Any such notice shall be irrevocable after 5:00 p.m.,
New York City time, on the second Business Day immediately preceding any Initial
Remarketing Date and may not be conditioned upon the level at which the Reset
Rate is established. Pursuant to Section 5.02 of the Purchase Contract
Agreement, the Purchase Contract Agent shall notify, by 11:00 a.m., New York
City time, on the Business Day immediately preceding any Initial Remarketing
Date, the Remarketing Agent, the Trust and the Depositor of the aggregate
Liquidation Amount of Preferred Trust Securities (that are components of PEPS
Units) to be remarketed. Pursuant to Section 5.7(c) of the Pledge Agreement, the
Custodial Agent shall notify the Remarketing Agent and the Depositor of the
aggregate Liquidation Amount of Preferred Trust Securities (that are not
components of PEPS Units) to be remarketed. The Preferred Trust Securities
constituting components of the PEPS Units shall be deemed tendered,
notwithstanding any failure by the holder of such PEPS Units to deliver or
properly deliver such Preferred Trust Securities to the Remarketing Agent for
purchase.

                (c)      The right of each Holder to have Preferred Trust
Securities tendered for purchase shall be limited to the extent that: (i) the
Remarketing Agent conducts an Initial Remarketing pursuant to the terms of the
Remarketing Agreement and Purchase Contract Agreement, (ii) Preferred Trust
Securities tendered have not been called for redemption, (iii) the Remarketing
Agent is able to find a purchaser or purchasers for tendered Preferred Trust
Securities at a price per Preferred Trust Security such that the aggregate price
for the Applicable Amount of Preferred Trust Securities is not less than 100% of
the Treasury Portfolio Purchase Price and (iv) such purchaser or purchasers
deliver the purchase price therefor to the Remarketing Agent as and when
required. The Holders of Preferred Trust Securities that are remarketed in a
Successful Initial Remarketing shall be deemed to have agreed that the
remarketing fee specified in Section 5.02 of the Purchase Contract Agreement
shall be deducted from the proceeds of the remarketing.

                (d)      On the Initial Remarketing Date, pursuant to the terms
of the Remarketing Agreement, the Remarketing Agent shall use reasonable efforts
to remarket, at a price per Preferred Trust Security such that the aggregate
price for the Applicable Amount of Preferred Trust Securities is equal to
approximately 100.25% of the Treasury Portfolio Purchase Price.

                (e)      If there are no PEPS Units outstanding and none of the
Holders elect to have Preferred Trust Securities held by them remarketed, the
Reset Rate shall be the rate determined by the Remarketing Agent subject to the
terms of the Remarketing Agreement, as the rate that would have been established
had a remarketing been held on the Initial Remarketing Date.

                (f)      If the Remarketing Agent has determined that it will be
able to remarket all Preferred Trust Securities tendered or deemed tendered
prior to 4:00 p.m., New York City time, on the Initial Remarketing Date, the
Remarketing Agent, subject to the terms of the Remarketing Agreement, shall
determine the Reset Rate.

                                      -22-
<PAGE>   28

                (g)      If, by 4:00 p.m., New York City time, on the Initial
Remarketing Date, a Failed Initial Remarketing has occurred, pursuant to the
terms of the Remarketing Agreement, the Remarketing Agent shall so advise by
telephone the Depositary, the Property Trustee, the Trust, the Subordinated
Notes Issuer, the Collateral Agent, the Purchase Contract Agent and the
Depositor.

                (h)      By approximately 4:30 p.m., New York City time, on the
Initial Remarketing Date, provided that there has not been a Failed Initial
Remarketing, the Remarketing Agent shall, pursuant to the terms of the
Remarketing Agreement advise, by telephone (i) the Depositary, the Property
Trustee, the Trust, the Subordinated Notes Issuer, the Collateral Agent, the
Purchase Contract Agent and the Depositor of the Reset Rate determined in the
Initial Remarketing and the aggregate Liquidation Amount of Preferred Trust
Securities sold in the Initial Remarketing, (ii) each purchaser (or the
Depositary Participant thereof) of the Reset Rate and the aggregate Liquidation
Amount of Preferred Trust Securities such purchaser is to purchase and (iii)
each purchaser to give instructions to its Depositary Participant to pay the
purchase price on the Reset Effective Date in same day funds against delivery of
the Preferred Trust Securities purchased through the facilities of the
Depositary.

                (i)      In accordance with the Depositary's normal procedures,
on the Reset Effective Date, the transactions described above with respect to
each Preferred Trust Security tendered for purchase and sold in the Initial
Remarketing shall be executed through the Depositary, and the accounts of the
respective Depositary Participants shall be debited and credited and such
Preferred Trust Securities delivered by book-entry as necessary to effect
purchases and sales of such Preferred Trust Securities. The Depositary shall
make payment in accordance with its normal procedures.

                (j)      If any Holder selling Preferred Trust Securities in the
Initial Remarketing fails to deliver such Preferred Trust Securities, the
Depositary Participant of such selling Holder and of any other Person that was
to have purchased Preferred Trust Securities in the Initial Remarketing may
deliver to any such other Person an aggregate Liquidation Amount of Preferred
Trust Securities that is less than the aggregate Liquidation Amount of Preferred
Trust Securities that otherwise was to be purchased by such Person. In such
event, the aggregate Liquidation Amount of Preferred Trust Securities to be so
delivered shall be determined by such Depositary Participant, and delivery of
such lesser number of Preferred Trust Securities shall constitute good delivery.

                (k)      The Remarketing Agent is not obligated to purchase any
Preferred Trust Securities in the Initial Remarketing or otherwise. None of the
Trust, any Trustee, the Depositor, the Subordinated Notes Issuer or the
Remarketing Agent shall be obligated in any case to provide funds to make
payment upon tender of the Preferred Trust Securities for remarketing.

                (l)      The tender and settlement procedures set forth in this
Section 4.07, including provisions for payment by purchasers of Preferred Trust
Securities in the Initial Remarketing, shall be subject to modification,
notwithstanding any provision to the contrary set forth herein, to the extent
required by the Depository or if the book-entry system is no longer available
for the Preferred Trust Securities at the time of the Initial Remarketing or if
any Preferred Trust Securities are then held in certificated form, to facilitate
the tendering and

                                      -23-
<PAGE>   29

remarketing of Preferred Trust Securities in certificated form. In addition, the
Remarketing Agent may, notwithstanding any provision to the contrary set forth
herein, modify the settlement procedures set forth herein in order to facilitate
the settlement process.

                (m)      Anything herein to the contrary notwithstanding, the
Reset Rate shall in no event be below the initial distribution rate payable for
the Preferred Trust Securities and in no event exceed the maximum rate, if any,
permitted by applicable law and, as provided in the Remarketing Agreement,
neither the Remarketing Agent nor the Reset Agent shall have no obligation to
determine whether there is any limitation under applicable law on the Reset Rate
or, if there is any such limitation, the maximum permissible Reset Rate on the
Preferred Trust Securities and it shall rely solely upon written notice from the
Depositor (which the Depositor agrees to provide prior to the Reset Announcement
Date) as to whether or not there is any such limitation and, if so, the maximum
permissible Reset Rate.

                SECTION 4.08. FINAL REMARKETING PROCEDURES. (a) If no Successful
Initial Remarketing has occurred, then, not later than 5:00 p.m., New York City
time, on the second Business Day immediately preceding the Final Remarketing
Date, but no earlier than the Interest Payment Date immediately preceding May
18, 2004, each Holder of Preferred Trust Securities may elect to have the
Preferred Trust Securities held by such Holder remarketed. Under Section 5.03 of
the Purchase Contract Agreement, Holders of PEPS Units that do not give notice
of their intention to make Cash Settlement of their related Purchase Contracts
shall be deemed to have consented to the disposition of the Preferred Trust
Securities constituting a component of such PEPS Units. Holders of Preferred
Trust Securities that are not components of PEPS Units shall give notice of
their election to have such Preferred Trust Securities remarketed to the
Property Trustee pursuant to the Pledge Agreement. Any such notice shall be
irrevocable after 5:00 p.m., New York City time, on the second Business Day
immediately preceding the Final Remarketing Date and may not be conditioned upon
the level at which the Reset Rate is established. Pursuant to Section 5.03 of
the Purchase Contract Agreement, the Purchase Contract Agent shall notify, by
11:00 a.m., New York City time, on the Business Day immediately preceding the
Final Remarketing Date, the Remarketing Agent, the Subordinated Notes Issuer and
the Depositor of the aggregate Liquidation Amount of Preferred Trust Securities
(that are components of PEPS Units) to be remarketed. Pursuant to Section 5.7(c)
of the Pledge Agreement, the Property Trustee shall notify the Remarketing Agent
of the aggregate Liquidation Amount of Preferred Trust Securities (that are not
components of PEPS Units) to be remarketed.

                (b)      If any Holder of PEPS Units does not give notice of its
intention to make a Cash Settlement or gives a notice of election to tender
Preferred Trust Securities as described in Section 4.08(b), the Preferred Trust
Securities of such Holder shall be deemed tendered, notwithstanding any failure
by such Holder to deliver or properly deliver such Preferred Trust Securities to
the Remarketing Agent for purchase.

                (c)      The right of each Holder to have Preferred Trust
Securities tendered for purchase shall be limited to the extent that: (i) the
Remarketing Agent conducts a Final Remarketing pursuant to the terms of the
Remarketing Agreement and Purchase Contract Agreement, (ii) Preferred Trust
Securities tendered have not been called for redemption, (iii) the Remarketing
Agent is able to find a purchaser or purchasers for tendered Preferred Trust
Securities at a price of not less than 100% of the principal amount thereof and
(iv) such

                                      -24-
<PAGE>   30

purchaser or purchasers deliver the purchase amount therefor to the Remarketing
Agent as and when required. The Holders of Preferred Trust Securities that are
remarketed in a Successful Final Remarketing agree that the remarketing fee
Specified in 5.02 of the Purchase Contract Agreement shall be deducted from the
proceeds of the remarketing.

                (d)      If no Successful Initial Remarketing has occurred, on
the Final Remarketing Date, the Remarketing Agent shall use reasonable efforts
to remarket, at a price equal to approximately 100.25% of the aggregate
Liquidation Amount thereof, Preferred Trust Securities tendered or deemed
tendered for purchase.

                (e)      If none of the Holders elect or are deemed to have
elected to have Preferred Trust Securities held by them remarketed, the Reset
Rate shall be the rate determined by the Remarketing Agent, subject to the terms
of the Remarketing Agreement, as the rate that would have been established had a
remarketing been held on the Final Remarketing Date.

                (f)      On the Final Remarketing Date, the Remarketing Agent
shall, pursuant to the terms or the Remarketing Agreement, determine the Reset
Rate.

                (g)      If by 4:00 p.m., New York City time, on the Final
Remarketing Date, a Failed Final Remarketing has occurred, the Remarketing Agent
shall, pursuant to the terms of the Remarketing Agreement, so advise by
telephone the Depositary, the Property Trustee, the Trust, the Subordinated
Notes Issuer, the Collateral Agent, the Purchase Contract Agent and the
Depositor and the Reset Rate shall be determined pursuant to Section 5.03A at
the Purchase Contract Agreement.

                (h)      By approximately 4:30 p.m., New York City time, on the
Final Remarketing Date, the Remarketing Agent shall, pursuant to the terms of
the Remarketing Agreement, advise by telephone (i) the Depositary, the Property
Trustee, the Trust, the Subordinated Notes Issuer, the Collateral Agent, the
Purchase Contract Agent and the Depositor of the Reset Rate determined in the
Final Remarketing and, provided that there has not been a Failed Final
Remarketing, the aggregate Liquidation Amount of Preferred Trust Securities sold
in the Final Remarketing, (ii) each purchaser (or the Depositary Participant
thereof) of the Reset Rate and, provided that there has not been a Failed Final
Remarketing, the aggregate Liquidation Amount of Preferred Trust Securities such
purchaser is to purchase and (iii) provided that there has not been a Failed
Final Remarketing, each purchaser to give instructions to its Depositary
Participant to pay the purchase price on the Purchase Contract Settlement Date
in same day funds against delivery of the Preferred Trust Securities purchased
through the facilities of the Depositary.

                (i)      In accordance with the Depositary's normal procedures,
on the Remarketing Settlement Date, the transactions described above with
respect to each Preferred Trust Security tendered for purchase and sold in the
Final Remarketing shall be executed through the Depositary, and the accounts of
the respective Depositary Participants shall be debited and credited and such
Preferred Trust Securities delivered by book-entry as necessary to effect
purchases and sales of such Preferred Trust Securities. The Depositary shall
make payment in accordance with its normal procedures.

                                      -25-
<PAGE>   31

                (j)      If any Holder selling Preferred Trust Securities in the
Final Remarketing fails to deliver such Preferred Trust Securities, the
Depository Participant of such selling Holder and of any other Person that was
to have purchased Preferred Trust Securities in the Final Remarketing may
deliver to any such other Person an aggregate Liquidation Amount of Preferred
Trust Securities that is less than the aggregate Liquidation Amount of Preferred
Trust Securities that otherwise was to be purchased by such Person. In such
event, the aggregate Liquidation Amount of Preferred Trust Securities to be so
delivered shall be determined by such Depository Participant, and delivery of
such lesser aggregate Liquidation Amount of Preferred Trust Securities shall
constitute good delivery.

                (k)      The Remarketing Agent is not obligated to purchase any
Preferred Trust Securities in the Final Remarketing or otherwise. None of the
Trust, any Trustee, the Depositor, the Subordinated Notes Issuer or the
Remarketing Agent shall be obligated in any case to provide funds to make
payment upon tender Preferred Trust Securities for remarketing.

                (l)      The tender and settlement procedures set forth in this
Section 4.08, including provisions for payment by purchasers of Preferred Trust
Securities in the Final Remarketing, shall be subject to modification,
notwithstanding any provision to the contrary set forth herein, to the extent
required by the Depository or if the book-entry system is no longer available
for the Preferred Trust Securities at the time of the Final Remarketing or if
any Preferred Trust Securities are then held in certificated form, to facilitate
the tendering and remarketing of Preferred Trust Securities in certificated
form. In addition, the Remarketing Agent may, notwithstanding any provision to
the contrary set forth herein, modify the settlement procedures set forth herein
in order to facilitate the settlement process.

                (m)      Anything herein to the contrary notwithstanding, the
Reset Rate shall in no event be below the initial distribution rate payable for
the Preferred Trust Securities and in no event exceed the maximum rate, if any,
permitted by applicable law and, as provided in the Remarketing Agreement, the
Remarketing Agent shall have no obligation to determine whether there is any
limitation under applicable law on the Reset Rate or, if there is any such
limitation, the maximum permissible Reset Rate on the Preferred Trust Securities
and it shall rely solely upon written notice from the Depositor (which the
Depositor agrees to provide prior to the Reset Announcement Date) as to whether
or not there is any such limitation and, if so, the maximum permissible Reset
Rate.

                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

                SECTION 5.01. INITIAL OWNERSHIP. Upon the creation 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. The Trust
Securities Certificates shall be issued in denominations of $25 Liquidation
Amount and integral multiples thereof. The Trust Securities Certificates shall
be executed on behalf of the Trust by manual or

                                      -26-
<PAGE>   32

facsimile signature of at least one Administrative Trustee and, the Preferred
Trust Securities shall be countersigned by the Transfer Agent and Registrar or
its agent. 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 and, in the case of
Preferred Trust Securities, countersigned by the Transfer Agent and Registrar or
its agent, shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04 or
5.12. Every Person, by virtue of having become a Securityholder, shall be deemed
to have expressly assented and agreed to the terms of, and shall be bound by,
this Trust Agreement, the Trust Securities Guarantee and the Subordinated
Indenture.

                SECTION 5.03. EXECUTION AND DELIVERY OF TRUST SECURITIES
CERTIFICATES. On the Closing Date, the Administrative Trustees, or any one of
them, shall cause Trust Securities Certificates, in an aggregate Liquidation
Amount as provided in Sections 2.04 and 2.05, to be executed on behalf of the
Trust, and in the case of Preferred Trust Securities, countersigned by the
Transfer Agent and Registrar, or its agent, and delivered to or upon the written
order of the Depositor signed by its chairman of the board, any of its vice
presidents or its treasurer, without further corporate action by the Depositor,
in authorized denominations.

                SECTION 5.04. REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST
SECURITIES CERTIFICATES. The Transfer Agent and Registrar shall keep or cause to
be kept, at the office or agency maintained pursuant to Section 5.08, a
Securities Register in which, subject to such reasonable regulations as it may
prescribe, the Transfer Agent and Registrar shall provide for the registration
of Preferred Trust Securities Certificates and registration of transfers and
exchanges of Preferred Trust Securities Certificates as herein provided. The
Property Trustee shall be the initial Transfer Agent and Registrar.

                Upon surrender for registration of transfer of any Preferred
Trust Securities Certificate at the office or agency maintained pursuant to
Section 5.08, the Administrative Trustees, or any one of them, shall execute on
behalf of the Trust by manual or facsimile signature and cause the Transfer
Agent and Registrar or its agent to countersign and deliver, in the name of the
designated transferee or transferees, one or more new Preferred Trust Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount.
At the option of a Holder, Preferred Trust Securities Certificates may be
exchanged for other Preferred Trust Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount upon
surrender of the Preferred Trust Securities Certificates to be exchanged at the
office or agency maintained pursuant to Section 5.08.

                Every Preferred Trust 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 Transfer Agent and Registrar duly executed by the Holder or
such Holder's attorney duly authorized in writing. Each Preferred

                                      -27-
<PAGE>   33

Trust Securities Certificate surrendered for registration of transfer or
exchange shall be canceled and subsequently disposed of by the Transfer Agent
and Registrar in accordance with its customary procedures. The Trust shall not
be required to (i) issue, register the transfer of, or exchange any Preferred
Trust Securities during a period beginning at the opening of business 15
calendar days before the day of mailing of a notice of redemption of any
Preferred Trust Securities called for redemption and ending at the close of
business on the day of such mailing or (ii) register the transfer of or exchange
any Preferred Trust Securities so selected for redemption, in whole or in part,
except the unredeemed portion of any such Preferred Trust Securities being
redeemed in part.

                No service charge shall be made for any registration of transfer
or exchange of Preferred Trust Securities Certificates, but the Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Preferred Trust 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 Transfer Agent and Registrar, or if the Transfer Agent and
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 Transfer Agent and Registrar and the Administrative Trustees such security
or indemnity as may be required by them to save each of them and the Depositor
harmless, then in the absence of notice that such Trust Securities Certificate
shall have been acquired by a protected purchaser, the Administrative Trustees,
or any one of them, on behalf of the Trust shall execute by manual or facsimile
signature and in the case of Preferred Trust Securities shall also cause the
Transfer Agent and Registrar or its agent to countersign; and the Administrative
Trustees, or any one of them, and in the case of Preferred Trust Securities the
Transfer Agent and Registrar or its agent, shall 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 Transfer
Agent and 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 undivided beneficial interest in the Trust
Property, as if originally issued, whether or not the lost, stolen or destroyed
Trust Securities Certificate shall be found at any time.

                The provisions of this Section are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement of mutilated, destroyed, lost or stolen Trust Securities
Certificates.

                SECTION 5.06. PERSONS DEEMED SECURITYHOLDERS. Prior to due
presentation of a Trust Securities Certificate for registration of transfer, the
Trustees and the Transfer Agent and Registrar, and any agent of the Trustees and
the Transfer Agent and Registrar, shall be entitled to treat the Person in whose
name any Trust Securities Certificate shall be registered in the Securities
Register as the owner of such Trust Securities Certificate for the purpose of
receiving Distributions and for all other purposes whatsoever, and neither the
Trustees nor the Transfer Agent and Registrar shall be bound by any notice to
the contrary.

                                      -28-
<PAGE>   34

                SECTION 5.07. ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND
ADDRESSES. The Administrative Trustees shall furnish or cause to be furnished
(x) to the Depositor or the Property Trustee, within 15 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 and (y) to the Property
Trustee, quarterly not more than 5 days after each February 1, May 1, August 1
and November 1 of each year beginning August 1 (unless the Property Trustee is
the Transfer Agent and Registrar), a list, in such form as the Depositor or the
Property Trustee may reasonably require, of the names and addresses of the
Securityholders as of a recent date. Each Holder, by receiving and holding a
Trust Securities Certificate, shall be deemed to have agreed not to hold either
the Depositor or any 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 Depositor
shall or shall cause the Transfer Agent and Registrar to maintain in The City of
New York, an office or offices or agency or agencies where Preferred Trust
Securities Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Depositor, the Trust or
the Transfer Agent and Registrar in respect of the Trust Securities and the
Trust Agreement may be served. The Depositor initially designates The Chase
Manhattan Bank, Capital Markets Fiduciary Services, 450 West 33rd Street, 15th
Floor, New York, New York 10001 as its principal office for such purposes. The
Depositor shall, or shall cause the Transfer Agent and Registrar to, give prompt
written notice to the Trust Securities Guarantor, the Property Trustee, the
Administrative Trustees and to the Securityholders of any change in the location
of the Securities Register or any such office or agency. If at any time the
Depositor shall fail to maintain such office or agency or shall fail to furnish
the Property Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Property Trustee, and the Depositor hereby appoints the Property Trustee its
agent and the agent of the Trust to receive all such presentations, surrenders,
notices and demands.

                SECTION 5.09. APPOINTMENT OF PAYING AGENT. The Paying Agent
shall make Distributions to Securityholders from the Payment Account and shall
report the amounts of such Distributions to the Administrative Trustees and the
Property Trustee. Any Paying Agent shall have the revocable power to withdraw
funds from the Payment Account for the purpose of making the Distributions
referred to above. The Property Trustee shall be entitled to rely upon a
certificate of the Paying Agent stating in effect the amount of such funds so to
be withdrawn and that same are to be applied by the Paying Agent in accordance
with this Section 5.09. The Administrative Trustees or any one of them may
revoke such power and remove the Paying Agent if the Administrative Trustee or
any one of them determines in its 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, the Subordinated Notes Issuer, and the Depositor. The Paying Agent
shall be permitted to resign upon 30 days' written notice to the Administrative
Trustees, the Property Trustee, the Subordinated Notes Issuer and the Depositor.
In the event of the removal or resignation of the Property Trustee as Paying
Agent, the Administrative Trustees shall appoint a successor that is reasonably
acceptable to the Property Trustee, the Subordinated Notes Issuer and the
Depositor to act as Paying Agent (which shall be a bank, trust company or an
Affiliate of the Depositor). The Administrative Trustees

                                      -29-
<PAGE>   35

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 resignation or
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 Paying Agent appointed hereunder, and the Paying Agent
shall be bound by the requirements with respect to paying agents of securities
issued pursuant to the Trust Indenture Act. Any reference in this Trust
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

                SECTION 5.10. OWNERSHIP OF COMMON TRUST SECURITIES BY DEPOSITOR.
On the Closing Date, the Depositor shall acquire, and thereafter retain,
beneficial and record ownership of the Common Trust Securities. Except in
connection with a transaction involving the Depositor that would be permitted
under Article Eleven of the Subordinated Indenture, any attempted transfer of
the Common Trust Securities shall, to the fullest extent permitted by law, be
void. The Administrative Trustees shall cause each Common Trust Securities
Certificate issued to the Subordinated Notes Issuer to contain a legend stating
"THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST
AGREEMENT." Common Trust Securities Certificates representing the Common Trust
Securities shall be issued to the Depositor in the form of a typewritten or
definitive Common Trust Securities Certificate.

                SECTION 5.11. DEFINITIVE PREFERRED TRUST SECURITIES
CERTIFICATES. Definitive Preferred Trust Securities Certificates shall be
typewritten, printed, lithographed or engraved or may be produced in any other
manner as is reasonably acceptable to the Administrative Trustees, as evidenced
by the execution thereof by the Administrative Trustees, or any one of them. The
Administrative Trustees, or any one of them, shall execute on behalf of the
Trust by manual or facsimile signature, and countersigned by the Transfer Agent
and Registrar or its agent, the Definitive Preferred Trust Securities
Certificates initially in accordance with the instructions of the Depositor
complying with Section 5.03. Neither the Transfer Agent and Registrar nor any of
the Administrative 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.

                SECTION 5.12. BOOK-ENTRY SYSTEM. Some or all of the Preferred
Trust Securities may be registered in the name of the Depositary or a nominee
therefor, and held in the custody of the Depository or a custodian thereof. In
such event, a single certificate will be issued and delivered to the Depository
for such Preferred Trust Securities, in which case the Owners of such Preferred
Trust Securities will not receive physical delivery of certificates for
Preferred Trust Securities. Unless Definitive Preferred Trust Securities
Certificate are delivered to the Owners of Preferred Trust Securities as
provided herein, all transfers of beneficial ownership interests in such
Preferred Trust Securities will be made by book-entry only, and no investor or
other party purchasing, selling or otherwise transferring beneficial ownership
of the Preferred Trust Securities will receive, hold or deliver any certificate
for Preferred Trust Securities. The Depositor, the Trustees and the Paying Agent
will recognize the Depository or its nominee as the

                                      -30-
<PAGE>   36

Holder of Preferred Trust Securities for all purposes, including payment,
notices and voting and shall have no payment, notice or communication
obligations to the Owners.

                The Administrative Trustees, at the direction and expense of the
Depositor, may from time to time appoint a Depository or a successor thereto and
enter into a letter of representations or other agreement with such Depository
to establish procedures with respect to the Preferred Trust Securities. Any
Depository shall be a Clearing Agency.

                The Depositor and the Trustees covenant and agree to meet the
requirements of a Depository for the Preferred Trust Securities with respect to
required notices and other provisions of the letter of representations or
agreement executed with respect to such Preferred Trust Securities.

                Whenever the beneficial ownership of any Preferred Trust
Securities is determined through the books of a Depository, the requirements in
this Trust Agreement of holding, delivering or transferring such Preferred Trust
Securities shall be deemed modified with respect to such Preferred Trust
Securities to meet the requirements of the Depository with respect to actions of
the Trustees, the Depositor and the Paying Agent. Any provisions hereof
permitting or requiring delivery of such Preferred Trust Securities shall, while
such Preferred Trust Securities are in a book-entry system, be satisfied by the
notation on the books of the Depository in accordance with applicable state law.

                Definitive Preferred Trust Securities Certificates will be
issued and delivered to the Owners of such Preferred Trust Securities in
accordance with registration instructions of the Depository if (a) the
Depository is no longer willing or able to properly discharge its
responsibilities with respect to the Preferred Trust Securities, and the
Depositor does not appoint a successor Depository within 90 days after such
discontinuance, or (b) the Depositor at its option advises the Trustees in
writing that it elects to terminate the book-entry system through the
Depository.

                SECTION 5.13. 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 an undivided beneficial interest in the
assets of the Trust conferred by their Trust Securities and they shall have no
right to call for any partition or division of property, profits or rights of
the Trust except as described below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this Trust
Agreement. The Preferred Trust Securities shall have no preemptive or similar
rights and when issued and delivered to Securityholders against payment of the
purchase price therefor will be fully paid and nonassessable undivided
beneficial interests in the assets of the Trust.

                SECTION 5.14. CANCELLATION BY TRANSFER AGENT AND REGISTRAR. All
Trust Securities Certificates surrendered for payment, redemption, registration
of transfer or exchange shall, if surrendered to any Person other than the
Transfer Agent and Registrar, be delivered to the Transfer Agent and Registrar
and, if not theretofore canceled, shall be promptly canceled by the Transfer
Agent and Registrar. No Trust Securities Certificates shall be issued in lieu of
or in exchange for any Trust Securities Certificates canceled as provided in
this Section, except as

                                      -31-
<PAGE>   37

expressly permitted by this Trust Agreement. All canceled Trust Securities
Certificates held by the Transfer Agent and Registrar shall be disposed of in
accordance with its customary procedures.

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

                SECTION 6.01. LIMITATIONS ON VOTING RIGHTS. (a) Except as
provided in this Section 6.01, Section 8.10 and Section 10.03 and as otherwise
required by law, no Holder of Preferred Trust 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. If the Property Trustee fails to
enforce its rights under the Subordinated Notes or this Trust Agreement, a
Holder of Preferred Trust Securities may, to the fullest extent permitted by
law, institute a legal proceeding directly against the Depositor or the
Subordinated Notes Issuer to enforce the Property Trustee's rights under the
Subordinated Notes or this Trust Agreement without first instituting any legal
proceeding against the Property Trustee or any other Person. Notwithstanding the
foregoing, a Holder of Preferred Trust Securities may directly institute a
proceeding for enforcement of payment to such Holder of principal of or interest
on the Subordinated Notes having a principal amount equal to the aggregate
Liquidation Preference amount of the Preferred Trust Securities of such Holder
on or after the due dates specified in the Subordinated Notes.

                (b)      So long as any Subordinated Notes are held by the
Property Trustee, the Property Trustee shall not (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Subordinated
Notes Trustee, or executing any trust or power conferred on the Subordinated
Notes Trustee with respect to such Subordinated Notes, (ii) waive any past
default which is waivable under Section 813 of the Subordinated Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Subordinated Notes shall be due and payable or (iv) consent to any
amendment, modification or termination of the Subordinated Indenture or the
Subordinated Notes, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of at least a majority of the
aggregate Liquidation Amount of the Outstanding Preferred Trust Securities;
provided, however, that where a consent under the Subordinated Indenture would
require the consent of Holders of greater than a majority in principal amount (a
"Supermajority") of Subordinated Notes affected thereby, no such consent shall
be given by the Property Trustee without the prior written consent of the same
Supermajority of Holders of Preferred Trust Securities; and further provided,
that if any past default is not waivable under the Subordinated Indenture, it
shall not be waivable under this Trust Agreement. The Property Trustee shall not
revoke any action previously authorized or approved by a vote of the Preferred
Trust Securities, except pursuant to a subsequent vote of the Preferred Trust
Securities. The Property Trustee shall notify all Holders of the Preferred Trust
Securities of any notice of default received from the Subordinated Notes Trustee
with respect to the Subordinated Notes. In addition to obtaining the foregoing
approvals of the Holders of the Preferred Trust Securities, prior to taking any
of the foregoing actions, the Property Trustee shall, at the expense of the
Depositor, obtain an Opinion of Counsel experienced in such matters

                                      -32-
<PAGE>   38

to the effect that such action will not cause the Trust to be classified as an
association or publicly traded partnership taxable as a corporation for United
States Federal income tax purposes.

                (c)      If any proposed amendment to the Trust Agreement
provides for, or the Trustees otherwise propose to effect, (i) any action that
would materially adversely affect the powers, preferences or special rights of
the Preferred Trust Securities, whether by way of amendment to the Trust
Agreement or otherwise, or (ii) the dissolution, winding-up or termination of
the Trust, other than pursuant to the terms of this Trust Agreement, then the
Holders of Outstanding Preferred Trust 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 majority in
aggregate Liquidation Amount of the Outstanding Preferred Trust Securities.

                (d) The Holders of a majority in Outstanding Liquidation Amount
of the Preferred Trust Securities shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Property Trustee in respect of this Trust Agreement or the Subordinated Notes or
exercising any trust or power conferred upon the Property Trustee under this
Trust Agreement; provided, however, that, subject to Section 8.01, the Property
Trustee shall have the right to decline to follow any such direction if the
Property Trustee being advised by counsel determines that the action so directed
may not lawfully be taken, or if the Property Trustee in good faith shall, by a
Responsible Officer or Officers of the Property Trustee, determine that the
proceedings so directed would be illegal or involve it in personal liability or
be unduly prejudicial to the rights of Holders not party to such direction, and
provided further that nothing in this Trust Agreement shall impair the right of
the Property Trustee to take any action deemed proper by the Property Trustee
and which is not inconsistent with such direction.

                SECTION 6.02. NOTICE OF MEETINGS. Notice of all meetings of the
Holders of Preferred Trust Securities, stating the time, place and purpose of
the meeting, shall be given by the Administrative Trustees pursuant to Section
10.08 to each Holder of a Preferred Trust Security, at such Holder's registered
address, at least 15 days and not more than 90 days before the meeting. At any
such meeting, any business properly before the meeting may be so considered
whether or not stated in the notice of the meeting. Any adjourned meeting may be
held as adjourned without further notice.

                SECTION 6.03. MEETINGS OF HOLDERS OF PREFERRED TRUST SECURITIES.
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 Holders of 25% of the then Outstanding Preferred
Trust Securities (based upon their aggregate Liquidation Amount) and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of Holders of Preferred Trust Securities to vote on
any matters as to which the Holders of Preferred Trust Securities are entitled
to vote.

                Holders of at least a majority of the then Outstanding Preferred
Trust Securities (based upon their aggregate Liquidation Amount), present in
person or by proxy, shall constitute a quorum at any meeting of Securityholders.

                                      -33-
<PAGE>   39

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

                SECTION 6.04. VOTING RIGHTS. Securityholders shall be entitled
to one vote for each $25 of Liquidation Amount represented by their Outstanding
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 thereat may vote by proxy, provided that no
proxy shall be voted at any meeting unless it shall have been placed on file
with the Administrative Trustees, or with such other officer or agent of the
Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Only 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, or, if earlier, until eleven months after it is sent 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 and without prior notice if Securityholders holding a majority of all
Outstanding Trust Securities entitled to vote in respect of such action (or such
larger proportion thereof as shall be required by any express provision of this
Trust Agreement) shall consent to the action in writing (based upon their
aggregate Liquidation Amount).

                SECTION 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 to vote by written consent without prior notice, 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 Distribution or other action including action
to be taken by written consent, 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 duly
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

                                      -34-
<PAGE>   40

Trustees. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Securityholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Trust Agreement and (subject to Section 8.01)
conclusive in favor of the Trustees, if made in the manner provided in this
Section.

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

                The ownership of Preferred Trust Securities shall be proved by
the Securities 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 or among the Securityholders
and the Administrative 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. Subject to Section 5.07
concerning access to the list of Securityholders, upon reasonable notice to the
Administrative Trustees and the Property Trustee, the other records of the Trust
shall be open to inspection by Securityholders during normal business hours for
any purpose reasonably related to such Securityholder's interest as a
Securityholder.

                                      -35-
<PAGE>   41

                                  ARTICLE VII

                 REPRESENTATIONS AND WARRANTIES OF THE PROPERTY
                        TRUSTEE AND THE DELAWARE TRUSTEE

                SECTION 7.01. PROPERTY TRUSTEE. The Property Trustee and any
successor Property Trustee hereby represents and warrants for the benefit of the
Depositor and the Securityholders that:

                (a)      the Property Trustee is (i) a bank as defined in
Section 581 of the Code or (ii) a U.S. government-owned agency or U.S.
government sponsored enterprise or (iii) a banking corporation, validly existing
and in good standing under the laws of the State of New York;

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

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

                (d)      the execution, delivery and performance by the Property
Trustee of this Trust Agreement will not violate, conflict with or constitute a
breach of the Property Trustee's charter or by-laws; and

                (e)      the execution, delivery and performance by the Property
Trustee of this Trust Agreement does not require the consent or approval of, the
giving of notice to, or the registration with any Federal or state banking
authority having jurisdiction over its trust powers.

                SECTION 7.02. DELAWARE TRUSTEE. The Delaware Trustee and any
successor Delaware Trustee represents and warrants for the benefit of the
Depositor and the Securityholders that:

                (a)      the Delaware Trustee is a national banking association
duly organized, validly existing and in good standing under the laws of the
United States of America;

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

                (c)      this Trust Agreement has been duly authorized, executed
and delivered by the Delaware Trustee and constitutes the valid and legally
binding agreement of the Delaware Trustee enforceable against it in accordance
with its terms, subject to bankruptcy, insolvency,

                                      -36-
<PAGE>   42

fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles;

                (d)      the Delaware Trustee is a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and, in either
case, a Person that satisfies for the Trust the requirements of Section 3807 of
the Delaware Business Trust Act;

                (e)      the execution, delivery and performance by the Delaware
Trustee of this Trust Agreement will not (i) violate the Delaware Trustee's
charter or by-laws or (ii) violate any law, governmental rule or regulation of
the State of Delaware governing the trust powers of the Delaware Trustee or any
order, judgment or decree applicable to the Delaware Trustee; and

                (f)      the execution, delivery and performance by the Delaware
Trustee of this Trust Agreement does not require the consent or approval of, the
giving of notice to, or the registration with any Federal or state banking
authority having jurisdiction over its trust powers.

                                  ARTICLE VIII

                                  THE TRUSTEES

                SECTION 8.01. CERTAIN DUTIES AND RESPONSIBILITIES. (a) The
rights, immunities, duties and responsibilities of the Trustees shall be
restricted to those set forth in the express provisions of this Trust Agreement
and, in the case of the Property Trustee, as provided in the Trust Indenture
Act, and no implied covenants or obligations shall be read into this Trust
Agreement against any of the Trustees. For purposes of Sections 315(a) and
315(c) of the Trust Indenture act, the term "default" is hereby defined as an
Event of Default which has occurred and is continuing. Notwithstanding the
foregoing, no provision of this Trust Agreement shall require any of the
Trustees to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. 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. To the extent that, at law or in
equity, a Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to the Securityholders, such Trustee shall not
be liable to the Trust or to any Securityholder for such Trustee's good faith
reliance on the provisions of this Trust Agreement. The provisions of this Trust
Agreement, to the extent that they restrict the duties and liabilities of any
Trustee otherwise existing at law or in equity, are agreed by the Depositor and
the Securityholders to replace such other duties and liabilities of such
Trustee.

                (b)      All payments made by the Property Trustee or a Paying
Agent 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 or Paying Agent to make payments in accordance with the terms hereof.
Each Securityholder, by its acceptance of a Trust Security, agrees that it will
look solely

                                      -37-
<PAGE>   43

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.

                (c)      All duties and responsibilities of the Property Trustee
contained in this Trust Agreement are subject to the following:

                         (i)   the Property Trustee's sole duty with respect to
                the custody, safe keeping and physical preservation of the Trust
                Property shall be to deal with such property in a similar manner
                as the Property Trustee deals with similar property for its own
                account, subject to the protections, exculpations and
                limitations on liability afforded to the Property Trustee under
                this Trust Agreement, the Trust Indenture Act, the Delaware
                Business Trust Act and, to the extent applicable, Rule 3a-7
                under the Investment Company Act or any successor rule
                thereunder;

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

                         (iii) the Property Trustee shall not be liable for any
                interest on any money received by it except as it may otherwise
                agree in writing with the Depositor. Money held by the Property
                Trustee need not be segregated from other funds held by it
                except in relation to the Payment Account established by the
                Property Trustee pursuant to this Trust Agreement and except to
                the extent otherwise required by law; and

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

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

                SECTION 8.02. NOTICE OF DEFAULTS. (a) Within ninety (90) days
after the occurrence of any default known to the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.08, notice of such default to the Securityholders, the Depositor, the Trust
Securities Guarantor and the Administrative Trustees, unless such default shall
have been cured or waived before the giving of such notice, provided that,
except in the case of a payment default, the Property Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors or Responsible Officers
of the Property Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders. For the purpose

                                      -38-
<PAGE>   44

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, direction, consent, order,
                appraisal, bond, debenture, note, other evidence of indebtedness
                or other paper or document reasonably 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 Trust
                Securityholders are entitled to vote under the terms of this
                Trust Agreement, the Property Trustee shall deliver a notice to
                the Depositor requesting written instructions of the Depositor
                as to the course of action to be taken. The Property Trustee
                shall take such action, or refrain from taking such action, as
                the Property Trustee shall be instructed in writing to take, or
                to refrain from taking, by the Depositor; provided, however,
                that if the Property Trustee does not receive such instructions
                of the Depositor within ten Business Days after it has delivered
                such notice, or such reasonably shorter period of time set forth
                in such notice (which to the extent practicable shall not be
                less than two Business Days), it may, but shall be under no duty
                to, take or refrain from taking such action not inconsistent
                with this Trust Agreement as it shall deem advisable and in the
                best interests of the Securityholders, in which event the
                Property Trustee shall have no liability except for its own bad
                faith, negligence or willful misconduct;

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

                         (iv)  the Property Trustee may consult with counsel of
                its selection (which counsel may be counsel to the Property
                Trustee, Depositor or the Trust Securities Guarantor or any of
                their Affiliates, and may include any of their employees) and
                the written advice of such counsel or any Opinion of Counsel
                shall be full and complete authorization and protection in
                respect of any action

                                      -39-
<PAGE>   45

                taken, suffered or omitted by it hereunder in good faith and in
                reliance thereon and in accordance with such advice;

                         (v)   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
                Securityholder pursuant to this Trust Agreement, unless such
                Securityholder shall have offered to the Property Trustee
                reasonable security or indemnity against the costs, expenses
                (including reasonable attorneys' fees and expenses) and
                liabilities which might be incurred by it in complying with such
                request or direction; provided that, nothing contained in this
                Section 8.03(v) shall be taken to relieve the Property Trustee,
                upon the occurrence of an Event of Default, of its obligation to
                exercise the rights and powers vested in it by this Trust
                Agreement;

                         (vi)  the Property Trustee shall not be bound to make
                any investigation into the facts or matters stated in any
                resolution, certificate, statement, instrument, opinion, report,
                notice, request, direction, consent, order, approval, bond,
                debenture, note or other evidence of indebtedness or other paper
                or document, but the Property Trustee, in its discretion, may
                make such further inquiry or investigation into such facts or
                matters as it may see fit, and, if the Property Trustee shall
                determine to make such further inquiry or investigation, it
                shall be entitled to examine the books, records and premises of
                the Depositor personally or by agent or attorney;

                         (vii) 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, and
                the Property Trustee shall not be responsible for any misconduct
                or negligence on the part of any agent or attorney appointed
                with due care by it hereunder;

                         (viii)the Property Trustee shall not be liable for any
                action taken, suffered, or omitted to be taken by it in good
                faith and reasonably believed by it to be authorized or within
                the discretion or rights or powers conferred upon it by this
                Trust Agreement;

                         (ix)  the Property Trustee shall not be charged with
                knowledge of any default or Event of Default with respect to the
                Trust Securities unless either (A) a Responsible Officer of the
                Property Trustee shall have actual knowledge of the default or
                Event of Default or (B) written notice of such default or Event
                of Default shall have been given to the Property Trustee by the
                Depositor, the Administrative Trustees or by any Holder of the
                Trust Securities;

                         (x)   no provision of this Trust Agreement shall be
                deemed to impose any duty or obligation on the Property Trustee
                to perform any act or acts or exercise any right, power, duty or
                obligation conferred or imposed on it in any jurisdiction in
                which it shall be illegal, or in which the Property Trustee
                shall be unqualified or incompetent in accordance with
                applicable law, to perform any

                                      -40-
<PAGE>   46

                such act or acts or to exercise any such right, power, duty or
                obligation; and no permissive or discretionary power or
                authority available to the Property Trustee shall be construed
                to be a duty;

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

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

                         (xiii) the Property Trustee shall have the right at any
                time to seek instructions concerning the administration of this
                Trust Agreement from any court of competent jurisdiction;

                         (xiv) 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 Holders of the Trust
                Securities, which instructions may only be given by the Holders
                of the same Liquidation Amount of the Trust Securities as would
                be entitled to direct the Property Trustee under the terms of
                this Trust Agreement in respect of such remedies, rights or
                actions, (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; and

                         (xv)  unless otherwise expressly provided herein, any
                direction or act of the Depositor contemplated by this Trust
                Agreement shall be sufficiently evidenced by an Officers'
                Certificate.

                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 make no
representations as to the title to, or value or condition of, the property of
the Trust or any part thereof, nor as to the validity or sufficiency of this
Trust Agreement, the Subordinated Notes or the Trust Securities. The Trustees
shall not be accountable for the use or application by the Trust of the proceeds
of the Trust Securities.

                SECTION 8.05. MAY HOLD SECURITIES. Any Trustee or any agent of
any Trustee or the Trust, in its individual or any other capacity, or the
Subordinated Notes Issuer, may become the owner or pledgee of Trust Securities
and, subject to Sections 8.08 and 8.13, and except as

                                      -41-
<PAGE>   47

provided in the definition of the term "Outstanding" in Article I, may otherwise
deal with the Trust with the same rights it would have if it were not a Trustee
or such agent.

                SECTION 8.06. COMPENSATION; FEES; INDEMNITY. The Depositor
agrees:

                         (i)   to pay to the Trustees from time to time such
                reasonable compensation as shall be agreed in writing with the
                Depositor 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);

                         (ii)  except as otherwise expressly provided herein, to
                reimburse the Trustees upon request for all reasonable expenses,
                disbursements and advances reasonably 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 (gross negligence, in the case of any
                Administrative Trustee), bad faith or willful misconduct; and

                         (iii) to the fullest extent permitted by applicable
                law, to indemnify each Trustee for, and to hold each Trustee
                harmless against, any and all loss, damage, claims, liability or
                expense incurred without negligence (gross negligence, in the
                case of any Administrative Trustee or the Delaware Trustee), bad
                faith or willful misconduct on its part, arising out of or in
                connection with the acceptance or administration of the trust or
                trusts under this Trust Agreement, including the reasonable
                costs and expenses of defending itself against any claim or
                liability in connection with the exercise or performance of any
                of its powers or duties hereunder.

                No Trustee may claim any Lien or charge on any Trust Property as
a result of any amount due pursuant to this Section 8.06.

                In addition to the rights provided to each Trustee pursuant to
the provisions of the immediately preceding paragraph of this Section 8.06 and
without prejudice to any rights available to the Trustees under applicable law,
when a Trustee incurs expenses or renders services in connection with an Event
of Default resulting from a Bankruptcy Event with respect to the Trust, the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

                The provisions of this Section 8.06 shall survive the
resignation or removal of any Trustee and the termination of this Trust
Agreement.

                SECTION 8.07. CERTAIN 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

                                      -42-
<PAGE>   48

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

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

                (d)      At all times, each Trustee under this Trust Agreement,
and each person to whom a Trustee delegates authority under this Trust
Agreement, must be a United States Person as defined in Section 7701(a)(30) of
the Code.

                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. The
Subordinated Indenture and the securities of any series issued thereunder and
the Trust Securities Guarantee Agreement shall be deemed to be specifically
described in this Trust Agreement for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

                SECTION 8.09. CO-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 Depositor and the Administrative Trustees, by agreed action
of the majority of such Trustees (except as provided in the following sentence),
shall have power to appoint, and upon the written request of the Administrative
Trustees, the Depositor shall for such purpose join with the Administrative
Trustees in the execution, delivery, and performance of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the
Property Trustee either to act as co-trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Depositor does not join
in such appointment within 15 days after the receipt by it of a request so to
do, or in case a Subordinated Note Event of Default has occurred and is
continuing, the Property Trustee alone shall have power to make such
appointment.

                                      -43-
<PAGE>   49

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

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

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

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

                (3)      The Property Trustee at any time, by an instrument in
        writing executed by it, with the written concurrence of the Depositor,
        may accept the resignation of or remove any co-trustee or separate
        trustee appointed under this Section 8.09, and, in case a Subordinated
        Note Event of Default has occurred and is continuing, the Property
        Trustee shall have power to accept the resignation of, or remove, any
        such co-trustee or separate trustee without the concurrence of the
        Depositor. Upon the written request of the Property Trustee, the
        Depositor shall join with the Property Trustee in the execution,
        delivery, and performance of all instruments and agreements necessary or
        proper to effectuate such resignation or removal. A successor to any
        co-trustee or separate trustee so resigned or removed may be appointed
        in the manner provided in this Section.

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

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

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

                SECTION 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
No resignation or removal of any Trustee (as the case may be, the "Relevant
Trustee") and no appointment of a successor Relevant Trustee pursuant to this
Article shall become effective until

                                      -44-
<PAGE>   50

the acceptance of appointment by the successor Relevant Trustee in accordance
with the applicable requirements of Section 8.11.

                The Relevant Trustee may resign at any time by giving written
notice thereof to the Securityholders, the Depositor and the other Trustees,
except that notice is only required to be delivered to the Securityholders in
the event that the Property Trustee or the Delaware Trustee is the resigning
Relevant Trustee. If the instrument of acceptance by a successor Relevant
Trustee required by Section 8.11 shall not have been delivered to the resigning
Relevant Trustee within 30 days after the giving of such notice of resignation,
the resigning Relevant Trustee may petition any court of competent jurisdiction
for the appointment of a successor Relevant Trustee.

                Unless a Subordinated Note Event of Default shall have occurred
and be continuing, the Relevant Trustee may be removed at any time by Act of the
Common Trust Securityholder. If a Subordinated Note 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 of
the aggregate Liquidation Amount of the Outstanding Preferred Trust Securities,
delivered to the Relevant Trustee (in its individual capacity and on behalf of
the Trust). An Administrative Trustee may be appointed, replaced or removed
solely by the Common Trust Securityholder at any time.

                If the Relevant Trustee shall resign, be removed or become
incapable of continuing to act as Relevant Trustee at a time when no
Subordinated Note Event of Default shall have occurred and be continuing, the
Common Trust Securityholder, by Act of the Common Trust Securityholder delivered
to the retiring Relevant Trustee, shall promptly appoint a successor Relevant
Trustee or Trustees, and the retiring Relevant 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, at a time when a
Subordinated Note Event of Default shall have occurred and be continuing, the
Preferred Trust Securityholders, by Act of the Preferred Trust Securityholders
of a majority in aggregate Liquidation Amount of the Outstanding Preferred Trust
Securities delivered to such retiring Trustee, shall promptly appoint a
successor Relevant Trustee or Trustees, and such successor 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, at a
time when a Subordinated Note Event of Default shall have occurred and be
continuing, the Common Securityholder by Act of the Common Securityholder
delivered to the Administrative Trustees shall promptly appoint a successor
Administrative Trustee or Trustees and such successor Administrative Trustee or
Trustees shall comply with the applicable requirements of Section 8.11. If no
successor Relevant Trustee shall have been so appointed by the Common Trust
Securityholders or the Preferred Trust Securityholders and accepted appointment
in the manner required by Section 8.11, any Securityholder who has been a
Securityholder 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 Property Trustee or Delaware Trustee and each appointment of a
successor to such Trustee to all Securityholders in the manner provided in
Section 10.08 and shall give notice to the Depositor.

                                      -45-
<PAGE>   51

Such 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 unanimous act of remaining Administrative
Trustees if there are at least two of them or (ii) otherwise by the Depositor
(with the successor in each case being an individual who satisfies the
eligibility requirements for Administrative Trustees or Delaware Trustee, as the
case may be, set forth in Section 8.07). Additionally, notwithstanding the
foregoing or any other provision of this Trust Agreement, in the event the
Depositor reasonably believes that any Administrative Trustee who is a natural
person has become incompetent or incapacitated, the Depositor, by notice to the
remaining Trustees, may terminate the status of such Person as an Administrative
Trustee (in which case the vacancy so created will be filled in accordance with
the preceding sentence).

                No Trustee shall be liable for the acts or omissions to act of
any successor Trustee.

                SECTION 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of
the appointment hereunder of a successor Relevant Trustee, the retiring Relevant
Trustee (if requested by the Depositor) and each successor Trustee shall execute
and deliver an amendment hereto wherein each successor Relevant Trustee shall
accept such appointment and which shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Relevant Trustee all the rights, powers, trusts and duties of the
retiring Relevant Trustee and upon the execution and delivery of such amendment
the resignation or removal of the retiring Relevant Trustee shall become
effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee such retiring Relevant
Trustee shall, upon payment of all sums owed to it, duly assign, transfer and
deliver to such successor Trustee all Trust Property, all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

                Upon request of any such successor Relevant Trustee, the
retiring Relevant Trustee 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 VIII.

                SECTION 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any Person into which the Property Trustee or the Delaware Trustee or
any Administrative Trustee that 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

                                      -46-
<PAGE>   52

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 under this Article VIII, without the
execution or filing of any paper, the giving of any notice 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
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).

                SECTION 8.14. REPORTS BY PROPERTY TRUSTEE. (a) The Property
Trustee shall transmit to Securityholders such reports concerning the Property
Trustee and its actions under this Trust Agreement as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant
thereto. Such of those reports as are required to be transmitted by the Property
Trustee pursuant to Section 313(a) of the Trust Indenture Act shall be dated as
of the next preceding May 15, and shall be transmitted no later than July 15 of
each year, commencing May 15, 2002.

                (b)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with each national
exchange, the Nasdaq National Market or such other interdealer quotation system
or self-regulatory organization upon which the Trust Securities are listed or
traded, if any, with the Commission and with the Depositor. The Depositor will
notify the Property Trustee of any such listing or trading.

                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, if any, and the compliance
certificate required by Section 314(a)(4) of the Trust Indenture Act, in the
form, in the manner and at the times required by Section 314 of the Trust
Indenture Act, provided that such compliance certificate shall be delivered
annually on or before June 15 in each year, beginning June 15, 2001. Delivery of
such reports, information and documents by the Depositor to the Property Trustee
is for informational purposes only and the Property Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Depositor's
compliance with any of its covenants hereunder (as to which the Property Trustee
is entitled to rely exclusively on Officer's Certificates).

                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 (including
any covenants compliance with which constitutes a condition precedent) that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act may be given in the form of an
Officer's Certificate.

                                      -47-
<PAGE>   53

                SECTION 8.17. NUMBER OF TRUSTEES. (a) The number of Trustees
shall 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, dissolve or terminate the Trust. Whenever a vacancy in the
number of Administrative Trustees shall occur, until such vacancy is filled by
the appointment of an Administrative Trustee in accordance with Section 8.10,
the Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

                SECTION 8.18. DELEGATION OF POWER. (a) Any Administrative
Trustee may, by power of attorney consistent with applicable law, delegate to
any other natural person over the age of 21 his or her power for the purpose of
executing any documents contemplated in Sections 2.07(a) and 2.07(c), including
any registration statement or amendment thereto filed with the Commission, or
making any other governmental filing; and

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

                SECTION 8.19. FIDUCIARY DUTY.

                (a)      Unless otherwise expressly provided herein and subject
to the provisions of the Trust Indenture Act:

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

                         (ii)  whenever this Trust Agreement or any other
                agreement contemplated herein or therein provides that an
                Indemnified Person shall act in a manner that is, or provides
                terms that are, fair and reasonable to the Trust or any Holder
                of Trust Securities, the Indemnified Person shall resolve such
                conflict of interest, take such action or provide such terms,
                considering in each case the relative interest of each party
                (including its own interest) to such conflict, agreement,
                transaction or situation and the benefits and burdens relating
                to such interests, any customary or accepted industry practices,
                and any applicable generally accepted accounting practices or
                principles. In the absence of bad faith

                                      -48-
<PAGE>   54

                by the Indemnified Person, the resolution, action or term so
                made, taken or provided by the Indemnified Person shall not
                constitute a breach of this Trust Agreement or any other
                agreement contemplated herein or of any duty or obligation of
                the Indemnified Person at law or in equity or otherwise; and

                (b)      Unless otherwise expressly provided herein and subject
to the provisions of the Trust Indenture Act, whenever in this Trust Agreement
an Indemnified Person is permitted or required to make a decision

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

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

                SECTION 8.20. DELAWARE TRUSTEE. 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, warrants, 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 undertaking by the Trust under this
Trust Agreement, except if such breach or failure is due to any gross negligence
or willful misconduct of the Delaware Trustee.

                                   ARTICLE IX

                           DISSOLUTION AND LIQUIDATION

                SECTION 9.01. DISSOLUTION UPON EXPIRATION DATE. Unless earlier
dissolved, the Trust shall automatically dissolve on December 31, 2010 (the
"Expiration Date") and the Trustees shall take such action as is required by
Section 9.04.

                SECTION 9.02. EARLY DISSOLUTION. Upon the first to occur of any
of the following events (such first occurrence, an "Early Termination Event"):

                                      -49-
<PAGE>   55

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

                         (ii)  the redemption of all of the Preferred Trust
                Securities;

                         (iii) an order for judicial dissolution of the Trust
                having been entered by a court of competent jurisdiction;

                         (iv)  the election by the Depositor to dissolve the
                Trust and, after satisfaction of liabilities to creditors of the
                Trust, distribute the Subordinated Notes to the Holders of
                Preferred Trust Securities in liquidation of the Trust;

the Trust shall dissolve and the Trustees shall take such action as is required
by Section 9.04.

                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: (i) the distribution by the Property
Trustee to Securityholders upon the liquidation of the Trust pursuant to Section
9.04, or upon the redemption of all of the Trust Securities pursuant to Section
4.02 or 9.04(d), of all amounts required to be distributed hereunder upon the
final payment of the Trust Securities; (ii) the payment of any expenses owed by
the Trust; (iii) the discharge of all administrative duties of the
Administrative Trustees, including the performance of any tax reporting
obligations with respect to the Trust or the Securityholders and (iv) the filing
of a certificate of cancellation with the Delaware Secretary of State.

                SECTION 9.04. LIQUIDATION. (a) Upon the Expiration Date or if an
Early Termination Event specified in clause (i), (iii) or (iv) of Section 9.02
occurs, after satisfaction of creditors of the Trust, if any, as provided by
applicable law, the Trust shall be liquidated by the Administrative Trustees as
expeditiously as such Trustees determine to be appropriate by distributing to
each Securityholder a Like Amount of Subordinated Notes, subject to Section
9.04(e). Notice of liquidation shall be given by the Administrative 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 Securities 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
                Subordinated Notes; and

                         (iii) provide such information with respect to the
                mechanics by which Holders may exchange Trust Securities
                Certificates for Subordinated Notes, or, if Section 9.04(e)
                applies, receive a Liquidation Distribution, as the
                Administrative Trustees or the Property Trustee shall deem
                appropriate.

                (b)      Except where Sections 9.02(ii), 9.04(d) or 9.04(e)
apply, in order to effect the liquidation of the Trust hereunder, and any
resulting distribution of the Subordinated Notes to

                                      -50-
<PAGE>   56

Securityholders, the Administrative Trustees 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 Subordinated Notes in exchange for the
Outstanding Trust Securities Certificates.

                (c)      Except where Sections 9.02(ii), 9.04(d) or 9.04(e)
apply, after any Liquidation Date, (i) the Trust Securities will no longer be
deemed to be Outstanding, (ii) certificates representing a Like Amount of
Subordinated Notes will, after satisfaction of liabilities to creditors of the
Trust, if any, as provided by applicable law, be issued to Holders of Trust
Securities Certificates, upon surrender of such Trust Securities 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 Subordinated Notes, accruing interest at the rate
provided for in the Subordinated Notes from the last Distribution Date on which
a Distribution was made on such Trust Securities Certificates until such Trust
Securities Certificates are so surrendered (and until such Trust Securities
Certificates are so surrendered, no payments or interest or principal will be
made to Holders of Trust Securities Certificates with respect to such
Subordinated Notes) and (iv) all rights of Securityholders holding Trust
Securities will cease, except the right of such Securityholders to receive,
after satisfaction of liabilities to creditors of the Trust, if any, as provided
by applicable law, Subordinated Notes upon surrender of Trust Securities
Certificates.

                (d)      If at any time, a Tax Event shall occur and be
continuing, and either (i) in the Opinion of Counsel to the Depositor
experienced in such matters, there would in all cases, after effecting the
dissolution of the Trust, after satisfaction of liabilities to creditors of the
Trust, if any, as provided by applicable law, and the distribution of the
Subordinated Notes to the Holders of the Preferred Trust Securities in exchange
therefor, be more than an insubstantial risk that an Adverse Tax Consequence
would continue to exist or (ii) the Subordinated Notes are not held by the
Trust, then the Depositor shall have the right to redeem the Subordinated Notes,
in whole but not in part, at any time within 90 days following the occurrence of
the Tax Event. Whether or not a Tax Event has occurred, the Depositor has the
right, at any time, to dissolve the Trust and, after satisfaction of liabilities
to creditors of the Trust, if any, as provided by applicable law, shall cause
the Subordinated Notes to be distributed to the Holders of the Preferred Trust
Securities and Common Trust Securities on a Pro Rata basis.

                (e)      In the event that, notwithstanding the other provisions
of this Section 9.04, whether because of an order for dissolution entered by a
court of competent jurisdiction or otherwise, distribution of the Subordinated
Notes in the manner provided herein is determined by the Property Trustee not to
be practical, the Trust Property shall be liquidated, and the Trust shall be
wound-up, by the Property Trustee in such manner as the Property Trustee
determines. In such event, Securityholders will be entitled to receive out of
the assets of the Trust available for distribution to Securityholders, after
satisfaction of liabilities to creditors of the Trust, if any, as provided by
applicable law, an amount equal to the Liquidation Amount per Trust Security
plus accumulated and unpaid Distributions thereon to the date of payment (such
amount being the "Liquidation Distribution"). If, upon any such winding up, the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by

                                      -51-
<PAGE>   57

the Trust on the Trust Securities shall be paid on a Pro Rata basis (based upon
Liquidation Amounts). The Holder of Common Trust Securities will be entitled to
receive Liquidation Distributions upon any such winding-up Pro Rata (determined
as aforesaid) with Holders of Preferred Trust Securities, except that, if a
Subordinated Note Event of Default (or event that with the lapse of time or
giving of notice would become an Event of Default) has occurred and is
continuing, the Preferred Trust Securities shall have a priority over the Common
Trust Securities.

                SECTION 9.05. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR
REPLACEMENTS OF THE TRUST. The Trust may not merge, consolidate, amalgamate with
or into, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person, except pursuant to this
Article IX. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Trust Securities, the Property Trustee or the Delaware Trustee, the Trust may
merge, consolidate, amalgamate, with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to a
trust organized as such under the laws of any State; provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Trust Securities or (b) substitutes for the
Preferred Trust Securities other securities having substantially the same terms
as the Preferred Trust Securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Preferred Trust Securities rank in
priority with respect to distributions and payments upon liquidation, redemption
and otherwise, (ii) a trustee of such successor entity possessing substantially
the same powers and duties as the Property Trustee is appointed to hold the
Subordinated Notes, (iii) the Successor Securities are listed or traded, or any
Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred Trust
Securities are then listed or traded, if any, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Trust Securities (including any Successor Securities) to be downgraded
by any nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Preferred 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 merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an
Opinion of Counsel to the effect that (a) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Preferred
Trust Securities (including any Successor Securities) in any material respect,
and (b) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Trust nor such successor entity will
be required to register as an investment company under the Investment Company
Act and (viii) the Depositor or its permitted transferee 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 all the Preferred Trust Securities, consolidate,
amalgamate or merge with or into, or be replaced by or convey, transfer or lease
its properties and assets substantially as an entirety to any other Person or
permit any other Person to consolidate, amalgamate or merge with or into, or
replace it if such consolidation,

                                      -52-
<PAGE>   58

amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or the successor entity to be classified as other than a grantor trust for
United States federal income tax purposes.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

                SECTION 10.01. PAYMENT OF EXPENSES OF THE TRUST. Pursuant to
Article Three of the Supplemental Indenture No. 1 to the Indenture, the
Subordinated Notes Issuer has agreed to pay to the Trust, and reimburse the
Trust for, the full amount of any costs, expenses or liabilities of the Trust
(other than obligations of the Trust to pay the Holders of any Preferred Trust
Securities or Common Trust Securities), including, without limitation, any
taxes, duties or other governmental charges of whatever nature (other than
withholding taxes) imposed on the Trust by the United States or any other taxing
authority. Such payment obligation includes any such costs, expenses or
liabilities of the Trust that are required by applicable law to be satisfied in
connection with a termination of the Trust.

                SECTION 10.02. LIMITATION OF RIGHTS OF SECURITYHOLDERS. The
death, incapacity, bankruptcy, dissolution or termination of any Person having
an interest, beneficial or otherwise, in a Trust Security shall not operate to
terminate this Trust Agreement, nor dissolve, terminate or annul the Trust, nor
entitle the legal representatives or heirs of such Person or any Securityholder
for such Person, to claim an accounting, take any action or bring any proceeding
in any court for a partition or winding up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                SECTION 10.03. AMENDMENT. (a) In addition to amendments
contemplated by Section 8.11, this Trust Agreement may be amended from time to
time by a majority of the Administrative Trustees, the Property Trustee and the
Depositor, without the consent of any Securityholders, (i) to cure any
ambiguity, correct or supplement any provision herein or therein which may be
inconsistent with any other provision herein or therein, or to make any other
provisions with respect to matters or questions arising under this Trust
Agreement, (ii) to change the name of the Trust or (iii) to modify, eliminate or
add to any provisions of this Trust Agreement to such extent as shall be
necessary to ensure that the Trust will not be classified for United States
Federal income tax purposes other than as a "grantor trust" at any time that any
Trust Securities are outstanding or to ensure the Trust's exemption from the
status of an "investment company" under the Investment Company Act; provided,
however, that such action shall not adversely affect in any material respect the
interests of any Securityholder and, in the case of clause (i), any such
amendments of this Trust Agreement shall become effective when notice thereof is
given to the Securityholders.

                (b)      Except as provided in Sections 6.01(c) and 10.03(c),
any provision of this Trust Agreement may be amended by the Administrative
Trustees, the Property Trustee and the Depositor with (i) the consent of Holders
of Trust Securities representing not less than a majority (based upon
Liquidation Amounts) of the Outstanding Trust Securities and (ii) receipt by the
Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust's

                                      -53-
<PAGE>   59

status as a grantor trust for Federal income tax purposes or the Trust's
exemption from status as 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,
this Trust Agreement may not be amended to (i) adversely change the amount or
timing of any Distribution on the Trust Securities or otherwise adversely affect
the amount of any Distribution required to be made in respect of the Trust
Securities as of a specified date or (ii) restrict the right of a Securityholder
to institute suit for the enforcement of any such payment on or after such date.

                (d)      Notwithstanding any other provisions of this Trust
Agreement, no amendment to this Trust Agreement may be made if, as a result of
such amendment, the Trust would not be classified as a "grantor trust" for
United States Federal income tax purposes or would 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)      Notwithstanding anything in this Trust Agreement to the
contrary, the Depositor and the Trustees may, but shall not be obligated to,
enter into any amendment which imposes any additional obligation on the
Depositor or any Trustee or, in the case of the Trustees, which affects any of
their respective rights, duties or immunities hereunder.

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

                (g)      The Delaware Trustee may join in the execution of any
amendment to the Trust Agreement and the Property Trustee and the Delaware
Trustee are entitled to rely upon an Opinion of Counsel as conclusive evidence
that any amendment to this Trust Agreement entered into pursuant to this Section
10.03 is authorized or permitted by, and conforms to, the terms of this Section
10.03, has been duly authorized by and lawfully executed and delivered on behalf
of the other requisite parties, and that it is proper for the Property Trustee
under the provisions of this Section 10.03 to accept the additional trusts
created thereby and, if so requested, for the Delaware Trustee to join in the
execution thereof.

                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, THE DEPOSITOR,
THE SUBORDINATED NOTES ISSUER, THE TRUST SECURITIES GUARANTOR AND THE TRUSTEES
WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES).

                                      -54-
<PAGE>   60

                SECTION 10.06. SUCCESSORS. This Trust Agreement shall be binding
upon and shall inure to the benefit of any successor to the Depositor, the Trust
Securities Guarantor, the Trust or the Relevant Trustees or any of them,
including any successor by operation of law.

                SECTION 10.07. INTENTION OF PARTIES.

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

                SECTION 10.08. HEADINGS. The Article and Section headings are
for convenience only and shall not affect the construction of this Trust
Agreement.

                SECTION 10.09. 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, postage prepaid, in the
United States mail, hand delivery or facsimile transmission, in each case,
addressed, (i) in the case of a Preferred Trust Securityholder, to such
Preferred Trust Securityholder as such Securityholder's name and address may
appear on the Securities Register, and (ii) in the case of the Depositor, the
Common Securityholder or the Trust Securities Guarantor, to PPL Corporation, Two
North Ninth Street, Allentown, Pennsylvania 18101, Attention: Treasurer,
facsimile no. 610-774-5106 (until another address is given to the Property
Trustee). 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 facsimile transmission.

                Any notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon the Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is given to
the other parties hereto) as follows: (i) with respect to the Property Trustee,
to The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor, New York, New
York 10001, Attention: Institutional Trust Services, (ii) with respect to the
Delaware Trustee, to Chase Manhattan Bank USA, National Association, 1201 Market
Street, 9th Floor, Wilmington, Delaware 19801, Attention: Corporate Trust
Department, with a copy to the Property Trustee at the address set forth in (i)
above and (iii) with respect to the Trust or the Administrative Trustees, at the
address above for notice to the Depositor, marked "Attention: Administrative
Trustees for PPL Capital Funding Trust I". Such notice, demand or other
communication to or upon the Trust, the Delaware Trustee or the Property Trustee
shall be deemed to have been sufficiently given or made only upon actual receipt
of the writing by the Trust, the Delaware Trustee or the Property Trustee.

                SECTION 10.10. 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

                                      -55-
<PAGE>   61

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 estopped and precluded therefrom and such other defenses, if any, as
counsel for the Property Trustee or the Trust may assert. The provisions of this
Section 10.09 shall survive the termination of this Trust Agreement.

                SECTION 10.11. 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 or deemed to be included in this
Trust Agreement by any of the provisions of the Trust Indenture Act, such
required or deemed 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 interests in the Trust.

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON
BEHALF OF A SECURITYHOLDER, 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 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 10.12. COUNTERPARTS. This Trust Agreement may contain
more than one counterpart of the signature page and this Trust Agreement may be
executed by the affixing of the signature of each of the Trustees to one of such
counterpart signature pages. All of such counterpart signature pages shall be
read as though one, and they shall have the same force and effect as though all
of the signers had signed a single signature page.


                                      -56-
<PAGE>   62



                        IN WITNESS WHEREOF, the parties have caused this Amended
and Restated Trust Agreement to be duly executed, all as of the day and
year first above written.

                               PPL CORPORATION,
                                 as Depositor and Trust Securities Guarantor


                               By:  /s/ James E. Abel
                                    -------------------------------------
                                    Name:  James E. Abel
                                    Title: Vice President-Finance and Treasurer


                               PPL CAPITAL FUNDING, INC.,
                                 as Subordinated Notes Issuer and Common
                                 Securities Holder


                               By:  /s/ James E. Abel
                                    -------------------------------------
                                    Name:  James E. Abel
                                    Title: Treasurer


                               THE CHASE MANHATTAN BANK,
                                 as Property Trustee


                               By:  /s/ Annette M. Marsula
                                    -------------------------------------
                                    Name:  Annette M. Marsula
                                    Title:  Vice President


                               CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                                 as Delaware Trustee


                               By:  /s/ Denis Kelly
                                    -------------------------------------
                                    Name:  Denis Kelly
                                    Title: Assistant Vice President


                                    /s/ James E Abel
                                    -------------------------------------
                                    as Administrative Trustee

                                    /s/ John R. Biggar
                                    -------------------------------------
                                    as Administrative Trustee




                                      -57-
<PAGE>   63


                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                          PP&L CAPITAL FUNDING TRUST I

                THIS CERTIFICATE OF TRUST of PP&L Capital Funding Trust I (the
"Trust"), dated as of September 21, 1999, is being duly executed and filed by
the undersigned, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del.C. Section 3801 et seq.).

                1.      Name. The name of the business trust formed hereby is
PPL Capital Funding 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 Delaware, 1201 Market Street, 9th Floor, Wilmington,
Delaware 19801.

                3.      Effective Date. This Certificate of Trust shall be
effective upon its filing with the Secretary of State of the State of Delaware.

                IN WITNESS WHEREOF, the undersigned, being the only trustees of
the Trust, have executed this Certificate of Trust as of the date first above
written.

                                    THE CHASE MANHATTAN BANK,
                                    not in its individual capacity but solely
                                    as trustee


                                    By:  /s/ Francine Springer
                                         --------------------------------
                                         Name:  Francine Springer
                                         Title: Assistant Vice President


                                    CHASE MANHATTAN BANK DELAWARE
                                    not in its individual capacity but solely
                                    as trustee


                                    By:  /s/ Denis Kelly
                                         --------------------------------
                                         Name:  Denis Kelly
                                         Title: Assistant Vice President


                                    /s/ James E. Abel
                                    -------------------------------------
                                    JAMES E. ABEL, not in his individual
                                    capacity but solely as trustee



                                       A-1
<PAGE>   64


                            CERTIFICATE OF AMENDMENT

                                       TO

                              CERTIFICATE OF TRUST



          (PURSUANT TO SECTION 3810 OF THE DELAWARE BUSINESS TRUST ACT)



To the Secretary of State

State of Delaware



                It is hereby certified that:

                1.       The name of the business trust (hereinafter referred
to as the "trust") is PPL Capital Funding Trust I.

                2.       Article 1 of the Certificate of Trust of the trust is
hereby amended to read as follows:

                         "Name.  The name of the business trust

                         formed hereby is PPL Capital Funding Trust I."

                3.       The undersigned person is a trustee of the trust.

                4.       This Certificate of Amendment to Certificate of Trust
shall be effective upon its filing with the Secretary of State of the State of
Delaware.



Signed on May 22, 2000



                                    /s/ James E. Abel
                                    -------------------------------------
                                    JAMES E. ABEL, not in his individual
                                    capacity but solely as trustee



                                      A-2
<PAGE>   65


                              AMENDED AND RESTATED
                              CERTIFICATE OF TRUST
                                       OF
                           PPL CAPITAL FUNDING TRUST I

                This Amended and Restated Certificate of Trust of PPL Capital
Funding Trust I (originally known as "PPL Capital Funding Trust I") (the
"Trust"), dated as of August 15, 2000, is being duly executed and filed under
the Delaware Business Trust Act (12 Del. C. Section 3801, et seq.) (the "Act")
by the undersigned, as trustees of the Trust, to amend and restate the
Certificate of Trust of the Trust, which was filed with the Secretary of State
of the State of Delaware (the "Secretary of State") on September 21, 1999, as
amended by the Certificate of Amendment to the Certificate of Trust, which was
filed with the Secretary of State on May 23, 2000 (the "Certificate of Trust").

                The Certificate of Trust is hereby amended and restated in its
entirety, pursuant to Section 3810(c)(1) of the Act, to read as follows:

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

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

                3.       Effective Date.  This Certificate of Trust shall be
effective upon the date and time of filing.

                4.       Counterparts.  This Certificate of Trust may be
executed in one or more counterparts.




                            [SIGNATURE PAGE FOLLOWS]



                                      A-3
<PAGE>   66


                IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Trust in accordance with Section 3811(a)(2) of the Act.


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



                                    By:  /s/ Denis Kelly
                                         --------------------------------
                                         Name:   Denis Kelly
                                         Title: Assistant Vice President


                                    THE CHASE MANHATTAN BANK, not in its
                                    individual capacity, but solely as trustee



                                    By:  /s/ Robert S. Peschler
                                    -------------------------------------
                                         Name:   Robert S. Peschler
                                         Title: Assistant Vice President



                                    JAMES E. ABEL, not in his individual
                                    capacity, but solely as trustee



                                    /s/ James E. Abel
                                    -------------------------------------




                                      A-4

<PAGE>   67


                                                                       EXHIBIT B

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

             Certificate Number           Number of Common Trust Securities

                    C -


                 Certificate Evidencing Common Trust Securities
                                       of
                           PPL Capital Funding Trust I
                             Common Trust Securities
               (liquidation amount $25 per Common Trust Security)

                PPL Capital Funding Trust I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that PPL
Capital Funding, Inc. (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 PPL Capital Funding Trust I Common Trust
Securities (liquidation amount $25 per Common Trust Security) (the "Common Trust
Securities"). Except as permitted by Section 5.10 of the Trust Agreement (as
defined below), the Common Trust Securities are not transferable and any
attempted transfer hereof shall be void. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Common Trust
Securities are set forth in, and this certificate and the Common Trust
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 May 9, 2001, as the same may be amended from time to time (the
"Trust Agreement"), including the designation of the terms of the Common Trust
Securities as set forth therein.

                Capitalized terms used herein but not defined shall have the
meaning given them in the Trust Agreement. The holder of this certificate is
entitled to the benefits of the Trust Securities Guarantee Agreement of PPL
Corporation and The Chase Manhattan Bank, as guarantee trustee, dated as of May
9, 2001, 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 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.

                By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Subordinated Notes as indebtedness and the
Common Trust Securities as evidence of undivided beneficial interests in the
assets of the Trust.

                                      B-1

<PAGE>   68


                IN WITNESS WHEREOF, an Administrative Trustee of the Trust has
executed this certificate for and on behalf of the Trust this ___ day of May,
2001.

                                    PPL Capital Funding Trust I


                                    By:
                                       --------------------------------------
                                       not in his individual capacity,
                                       but solely as Administrative Trustee



                                      B-2

<PAGE>   69

                                                                       EXHIBIT C

                                    [Legend]

          Certificate Number           Number of Preferred Trust Securities

                     P-                                   CUSIP NO.



                Certificate Evidencing Preferred Trust Securities

                                       of

                           PPL Capital Funding Trust I

                              [Title of Securities]
              (liquidation amount $25 per Preferred Trust Security)

                PPL Capital Funding Trust I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
____________ (the "Holder") is the registered owner of _____ preferred
securities of the Trust representing an undivided beneficial interest in the
assets of the Trust and designated the PPL Capital Funding Trust I [Title of
Securities] (liquidation amount $25 per Preferred Trust Security) (the
"Preferred Trust Securities"). The Preferred Trust 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 or 5.12 of the Trust Agreement (as
defined below). The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Trust Securities are set forth
in, and this certificate and the Preferred Trust 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 May 9, 2001,
as the same may be amended from time to time (the "Trust Agreement"), including
the designation of the terms of the Preferred Trust Securities as set forth
therein. Capitalized terms used herein but not defined shall have the meaning
given them in the Trust Agreement. The holder of this certificate is entitled to
the benefits of the Trust Securities Guarantee Agreement of PPL Corporation and
The Chase Manhattan Bank, as guarantee trustee, dated as of May 9, 2001, 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 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.

                By acceptance, the Holder agrees to treat, for United States
federal income tax purposes, the Subordinated Notes as indebtedness and the
Preferred Trust Securities as evidence of undivided beneficial interests in the
assets of the Trust.

                                      C-1
<PAGE>   70

                IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate for and on behalf of the Trust.

Dated:
                                    PPL CAPITAL FUNDING TRUST I


                                    By:
                                        ---------------------------------------
                                        not in his individual capacity, but
                                        solely as Administrative Trustee

Countersigned and Registered:
                                    THE CHASE MANHATTAN BANK,
                                    Transfer Agent and Registrar


                                    By:
                                        --------------------------------------
                                        (Authorized Signature)



                                      C-2
<PAGE>   71


                                   ASSIGNMENT

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

<TABLE>
<S>  <C>
------------------------------------------------------------------------------------------

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

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

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

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

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

------------------------------------------------------------------------------------------
of the Preferred Trust Securities represented by this Certificate and irrevocably appoints
------------------------------------------------------------------------------------------

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

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

------------------------------------------------------------------------------------------
attorney to transfer such Preferred Trust Securities Certificate on the books of
the Trust. The attorney may substitute another to act for him or her.
</TABLE>


Date:  ____________________________

Signature:  ________________________


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


Signature:  ________________________


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


                                      C-3