<PAGE>

                                                                     EXHIBIT 4.6
================================================================================

                             AMENDED AND RESTATED

                                TRUST AGREEMENT

                             AGL CAPITAL TRUST II

                          Dated as of May ____, 2001

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

                               TABLE OF CONTENTS
                                  (continued)

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

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

                                               ARTICLE II
                                           TRUST INDENTURE ACT

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

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

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

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

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

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

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

                                               ARTICLE III
                                               ORGANIZATION

SECTION 3.1    Name...................................................................................   12

SECTION 3.2    Office.................................................................................   12

SECTION 3.3    Purpose................................................................................   12

SECTION 3.4    Authority..............................................................................   12

SECTION 3.5    Title to Property of the Trust.........................................................   13

SECTION 3.6    Powers and Duties of the Administrative Trustees.......................................   13

SECTION 3.7    Prohibition of Actions by the Trust and the Trustees...................................   15

SECTION 3.8    Powers and Duties of the Property Trustee..............................................   16

SECTION 3.9    Certain Duties and Responsibilities of the Property Trustee............................   18

SECTION 3.10   Certain Rights of Property Trustee.....................................................   20

SECTION 3.11   Delaware Trustee.......................................................................   22

SECTION 3.12   Execution of Documents.................................................................   22

SECTION 3.13   Not Responsible for Recitals or Issuance of Securities.................................   22

SECTION 3.14   Duration of Trust......................................................................   22

SECTION 3.15   Mergers................................................................................   22
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                                  (continued)

<TABLE>
<CAPTION>

                                                                                                        Page
<S>             <C>                                                                                     <C>
                                               ARTICLE IV
                                                SPONSOR

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

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

SECTION 4.3    Right to Proceed......................................................................    25

                                               ARTICLE V
                                               TRUSTEES

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

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

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

SECTION 5.4    Certain Qualifications of Administrative Trustees and Delaware
               Trustee Generally.....................................................................    27

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

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

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

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

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

SECTION 5.10   Delegation of Power...................................................................    30

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

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

                                               ARTICLE VI
                                              DISTRIBUTIONS

SECTION 6.1    Distributions.........................................................................    31

                                               ARTICLE VII
                                          ISSUANCE OF SECURITIES

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

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

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

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

SECTION 7.5    Paying Agent to Hold Money in Trust...................................................    34

SECTION 7.6    Replacement Securities................................................................    34
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                                  (continued)

<TABLE>
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SECTION 7.7    Outstanding Trust Preferred Securities................................................    35

SECTION 7.8    Trust Preferred Securities in Treasury................................................    35

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

SECTION 7.10   Cancellation..........................................................................    36

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

                                              ARTICLE VIII
                                          TERMINATION OF TRUST

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

                                               ARTICLE IX
                                          TRANSFER OF INTERESTS

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

SECTION 9.2    Transfer Procedures and Restrictions..................................................    38

SECTION 9.3    Deemed Security Holders...............................................................    41

SECTION 9.4    Book Entry Interests..................................................................    41

SECTION 9.5    Notices to Clearing Agency............................................................    42

SECTION 9.6    Appointment of Successor Clearing Agency..............................................    42

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

SECTION 10.1   Liability.............................................................................    42

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

SECTION 10.3   Fiduciary Duty........................................................................    43

SECTION 10.4   Indemnification.......................................................................    44

SECTION 10.5   Outside Businesses....................................................................    46

                                               ARTICLE XI
                                               ACCOUNTING

SECTION 11.1   Fiscal Year...........................................................................    47

SECTION 11.2   Certain Accounting Matters............................................................    47

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

SECTION 11.4   Withholding...........................................................................    48

                                              ARTICLE XII
                                         AMENDMENTS AND MEETINGS

SECTION 12.1   Amendments............................................................................    48
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SECTION 12.2   Meetings of the Holders; Action by Written Consent....................................    50

                                              ARTICLE XIII
                        REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1   Representations and Warranties of Property Trustee....................................    51

SECTION 13.2   Representations and Warranties of Delaware Trustee....................................    52

                                               ARTICLE XIV
                                              MISCELLANEOUS

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

SECTION 14.2   Governing Law.........................................................................    54

SECTION 14.3   Intention of the Parties..............................................................    54

SECTION 14.4   Headings..............................................................................    54

SECTION 14.5   Successors and Assigns................................................................    54

SECTION 14.6   Partial Enforceability................................................................    54

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

                                     -iv-
<PAGE>

                             AMENDED AND RESTATED
                                TRUST AGREEMENT
                                      OF
                             AGL CAPITAL TRUST II

                                _________, 2001

          AMENDED AND RESTATED TRUST AGREEMENT ("Agreement") dated and effective
as of ___________, 2001, by the Trustees (as defined herein), the Sponsor (as
defined herein) and by the holders, from time to time, of undivided beneficial
interests in the assets of the Trust to be issued pursuant to this Agreement;

          WHEREAS, the Trustees and the Sponsor established AGL Capital Trust II
(the "Trust"), a trust formed under the Delaware Business Trust Act pursuant to
a Trust Agreement dated as of March 20, 2001 (the "Original Agreement"), and a
Certificate of Trust filed with the Secretary of State of the State of Delaware
on March 23, 2001;

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

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

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

                                       1
<PAGE>

                                   ARTICLE I
                        INTERPRETATION AND DEFINITIONS

SECTION 1.1  Definitions.
             ------------

     Unless the context otherwise requires:

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Clearing Agency" means an organization registered as a "Clearing
      ---------------
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Trust Preferred

                                       2
<PAGE>

Securities and in whose name or in the name of a nominee of that organization
shall be registered a Global Certificate and which shall undertake to effect
book entry transfers and pledges of the Trust Preferred Securities.

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

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

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

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

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

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

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

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

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

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

                                       3
<PAGE>

          "Debentures" means the ____% Junior Subordinated Deferrable Interest
           ----------
Debentures due ___________, 2041 of the Debenture Issuer issued pursuant to the
Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       4
<PAGE>

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

          "Indenture" means the Indenture dated as of ________, 2001, among the
           ---------
Debenture Issuer and The Bank of New York, as amended from time to time.

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

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

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

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

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

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

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

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

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

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

                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       6
<PAGE>

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

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

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

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

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

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

          "Trust Preferred Securities Guarantee" means the Trust Preferred
           ------------------------------------
Securities Guarantee Agreement dated as of ______, 2001, by AGL Resources Inc.
in respect of the Trust Preferred Securities.

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

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

                                       7
<PAGE>

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

                                  ARTICLE II
                              TRUST INDENTURE ACT

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

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

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

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

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

SECTION 2.2    Lists of Holders of Securities.
               -------------------------------

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

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

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

                                       8
<PAGE>

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

          Within 60 days after July 15 of each year, commencing July 15, 2002,
the Property Trustee shall provide to the Holders of the Trust Preferred
Securities such reports as are required by (S) 313 of the Trust Indenture Act,
if any, in the form and in the manner provided by (S) 313 of the Trust Indenture
Act. The Property Trustee shall also comply with the requirements of (S) 313(d)
of the Trust Indenture Act.

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

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

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

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

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

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

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

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

                                       9
<PAGE>

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

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

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

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

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

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

                                       10
<PAGE>

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

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

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

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

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

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

                                       11
<PAGE>

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

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

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

                                  ARTICLE III
                                 ORGANIZATION

SECTION 3.1    Name.
               -----

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

SECTION 3.2    Office.
               ------

          The address of the principal office of the Trust is c/o AGL Capital
Corporation, 2325-B Renaissance Drive, Las Vegas, Nevada 89119.  On ten Business
Days written notice to the Holders of Securities, the Administrative Trustees
may designate another principal office.

SECTION 3.3    Purpose.
               -------

          The exclusive purposes and functions of the Trust are (a) to issue and
sell Securities, (b) use the proceeds from the sale of the Securities to acquire
the Debentures, and (c) except as otherwise limited herein, to engage in only
those other activities necessary, advisable or incidental thereto.  The Trust
shall not borrow money, issue debt or reinvest proceeds derived from
investments, mortgage or pledge any of its assets, or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust not to be
classified for United States federal income tax purposes as a grantor trust.

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

          Subject to the limitations provided in this Agreement and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust.  An
action taken by the Administrative Trustees in accordance with their powers
shall constitute the act of and serve to bind the Trust and an action taken by
the Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust.  However, from and including
the date of the Original Agreement until and including the date of this
Agreement, the Sponsor shall have complete authority to carry out the purposes
of this Trust in addition to any other specific duties of or authority provided
the Sponsor in this Agreement, and any actions taken by the Sponsor during such
time on behalf of the Trust shall constitute the act of and serve to bind the
Trust.  In dealing with the Trustees acting on behalf of the Trust, no person
shall be required to inquire into

                                       12
<PAGE>

the authority of the Trustees, or the Sponsor, as provided in this Section, to
bind the Trust. Persons dealing with the Trust are entitled to rely conclusively
on the power and authority of the Trustees and the Sponsor, as provided in this
Section, as set forth in this Agreement.

SECTION 3.5    Title to Property of the Trust.
               -------------------------------

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

SECTION 3.6    Powers and Duties of the Administrative Trustees.
               -------------------------------------------------

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

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

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

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

          (ii)  execute and file any documents prepared by the Sponsor, or take
     any acts as determined by the Sponsor to be necessary in order to qualify
     or register all or part of the Securities and theTrust Preferred Securities
     Guarantee in any State in which the Sponsor has determined to qualify or
     register such Securities for sale;

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

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

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

                                       13
<PAGE>

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

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

          (d)   to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Tax Event or an Investment Company Act Event;

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

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

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

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

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

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

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

          (l)   to act as, or appoint another Person to act as, Registrar for
the Securities or to appoint a Paying Agent for the Securities as provided in
Section 7.4 except for such time as such power to appoint a Paying Agent is
vested in the Property Trustee;

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

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

                                       14
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       15
<PAGE>

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

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

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

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

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

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

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

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

          (a)   The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee in trust for the benefit of the
Holders. The right, title and interest of the Property Trustee to the Debentures
shall vest automatically in each Person who may hereafter be appointed as
Property Trustee in accordance with Section 5.6. Such vesting and cessation of
title shall be effective whether or not conveyancing documents with regard to
the Debentures have been executed and delivered.

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

          (c)   The Property Trustee shall:

          (i)   establish and maintain a segregated non-interest bearing trust
     account (the "Property Trustee Account") in the name of and under the
     exclusive control of the Property Trustee on behalf of the Holders and,
     upon the receipt of payments of funds made in respect of the Debentures
     held by the Property Trustee, deposit such funds into

                                       16
<PAGE>

     the Property Trustee Account and make payments to the Holders of the Trust
     Preferred Securities and Holders of the Common Securities from the Property
     Trustee Account in accordance with Section 6.1. Funds in the Property
     Trustee Account shall be held uninvested until disbursed in accordance with
     this Agreement. The Property Trustee Account shall be an account that is
     maintained with a banking institution the rating on whose long-term
     unsecured indebtedness is at least equal to the rating assigned to the
     Trust Preferred Securities by a "nationally recognized statistical rating
     organization", as that term is defined for purposes of Rule 436(g)(2) under
     the Securities Act;

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

          (iii) upon written notice of distribution issued by the Administrative
     Trustees in accordance with the terms of the Securities, engage in such
     ministerial activities as shall be necessary or appropriate to effect the
     distribution of the Debentures to Holders of Securities upon the occurrence
     of certain events.

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

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

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

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

          (ii)  a successor Property Trustee has been appointed and has accepted
     that appointment in accordance with Section 5.6 (a "Successor Property
     Trustee").

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

                                       17
<PAGE>

          (h)   The Property Trustee shall be authorized to undertake any
actions set forth in (S) 317(a) of the Trust Indenture Act.

          (i)   For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all securities and any such Paying Agent
shall comply with (S) 317(b) of the Trust Indenture Act. Any such additional
Paying Agent may be removed by the Property Trustee at any time the Property
Trustee remains as Paying Agent and a successor Paying Agent or additional
Paying Agents may be (but are not required to be) appointed at any time by the
Property Trustee while the Property Trustee is so acting as Paying Agent.

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

          The Property Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Property Trustee shall not take any
action that is inconsistent with the purposes and functions of the Trust set out
in Section 3.3.

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

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

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

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

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

                (B)  in the absence of bad faith on the part of the Property
          Trustee, the Property Trustee may conclusively rely, as to the truth
          of the statements and the

                                       18
<PAGE>

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

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

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

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

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

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

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

          (viii) the Property Trustee shall not be responsible for monitoring
     the compliance by the Administrative Trustees or the Sponsor with their
     respective duties

                                       19
<PAGE>

     under this Agreement, nor shall the Property Trustee be liable for any
     default or misconduct of the Administrative Trustees or the Sponsor; and

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

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

          (a)   Subject to the provisions of Section 3.9:

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

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

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

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

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

          (vi)  the Property Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Agreement at the request
     or direction of any Holder, unless such Holder shall have provided to the
     Property Trustee security and indemnity, reasonably satisfactory to the
     Property Trustee, against the costs, expenses (including reasonable
     attorneys' fees and expenses and the expenses of the Property Trustee's
     agents, nominees or custodians) and liabilities that might be incurred by
     it in complying with

                                       20
<PAGE>

     such request or direction, including such reasonable advances as may be
     requested by the Property Trustee provided, that, nothing contained in this
     Section 3.10(a)(vi) shall be taken to relieve the Property Trustee, upon
     the occurrence of an Event of Default, of its obligation to exercise the
     rights and powers vested in it by this Agreement;

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

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

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

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

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

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

          (b)    No provision of this Agreement shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in

                                       21
<PAGE>

which the Property Trustee shall be unqualified or incompetent in accordance
with applicable law, to perform any such act or acts, or to exercise any such
right, power, duty or obligation. No permissive power or authority available to
the Property Trustee shall be construed to be a duty.

SECTION 3.11   Delaware Trustee.
               -----------------

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

SECTION 3.12   Execution of Documents.
               -----------------------

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

SECTION 3.13   Not Responsible for Recitals or Issuance of Securities.
               -------------------------------------------------------

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

SECTION 3.14   Duration of Trust.
               ------------------

          The Trust, unless terminated pursuant to the provisions of Article
VIII hereof, shall have existence up to March 1, 2041.

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

          (a)  The Trust may not merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except as described in Section
3.15(b) and (c).

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

                                       22
<PAGE>

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

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

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

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

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

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

          (v)    such merger, consolidation, amalgamation, replacement,
     conveyance, transfer or lease does not adversely affect the rights,
     preferences and privileges of the Holders (including any Successor
     Securities) in any material respect (other than with respect to any
     dilution of such Holders' interests in the new entity);

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

          (vii)  prior to such merger, consolidation, amalgamation, replacement,
     conveyance, transfer or lease, the Sponsor has received an opinion of an
     independent counsel to the Trust experienced in such matters to the effect
     that:

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

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

          (viii) the Sponsor or any permitted successor or assignee owns all of
     the common securities of such Successor Entity and guarantees the
     obligations of such

                                       23
<PAGE>

     Successor Entity under the Successor Securities at least to the extent
     provided by the Trust Preferred Securities Guarantee.

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

                                  ARTICLE IV
                                    SPONSOR

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

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

SECTION 4.2    Responsibilities of the Sponsor.
               --------------------------------

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

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

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

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

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

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

                                       24
<PAGE>

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

SECTION 4.3    Right to Proceed.
               -----------------

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

                                   ARTICLE V
                                   TRUSTEES

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

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

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

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

provided, however, that, the number of Trustees shall in no event be less than
two (2); provided further that (1) one Trustee, in the case of a natural person,
shall be a person who is a resident of the State of Delaware or that, if not a
natural person, is an entity which has its principal place of business in the
State of Delaware (the "Delaware Trustee"); (2) there shall be at least one
Trustee who is an employee or officer of, or is affiliated with the Sponsor (an
"Administrative Trustee"); and (3) one Trustee shall be the Property Trustee for
so long as this Agreement is required to qualify as an indenture under the Trust
Indenture Act or this Agreement is otherwise deemed to be subject to the Trust
Indenture Act, and such Trustee may also serve as Delaware Trustee if it meets
the applicable requirements.  Notwithstanding the above, unless an Event of
Default shall have occurred and be continuing, at any time or times, for the
purpose of meeting the legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the Trust's property may at the time be
located, the Holders of a Majority in liquidation amount of the Common
Securities acting as a class at a meeting of the Holders of the Common
Securities, and the Administrative Trustees shall have power to appoint one or
more persons either to act as a co-trustee, jointly with the Property Trustee,
of all or any part of the Trust's property, or to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such person or persons in such
capacity any property, title, right or power deemed necessary or desirable,
subject to the provisions of this Agreement.  In case an Event of Default has
occurred and is continuing, the Property Trustee alone shall have power to make
any such appointment of a co-trustee.

SECTION 5.2    Delaware Trustee.
               -----------------

                                       25
<PAGE>

          If required by the Business Trust Act, one Trustee (the "Delaware
Trustee") shall be:

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

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

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

          The initial Delaware Trustee shall be:

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

SECTION 5.3    Property Trustee; Eligibility.
               ------------------------------

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


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

          (ii) be a corporation organized and doing business under the laws of
     the United States of America or any State or Territory thereof or of the
     District of Columbia, or a corporation or Person permitted by the
     Commission to act as an institutional trustee under the Trust Indenture
     Act, authorized under such laws to exercise corporate trust powers, having
     a combined capital and surplus of at least 50 million U.S. dollars
     ($50,000,000), and subject to supervision or examination by Federal, State,
     Territorial or District of Columbia authority. If such corporation
     publishes reports of condition at least annually, pursuant to law or to the
     requirements of the supervising or examining authority referred to above,
     then for the purposes of this Section 5.3(a)(ii), the combined capital and
     surplus of such corporation shall be deemed to be its combined capital and
     surplus as set forth in its most recent report of condition so published.

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

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

                                       26
<PAGE>

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

          (e)  The initial Property Trustee shall be:

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

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

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

SECTION 5.5    Administrative Trustees.
               ------------------------

          The initial Administrative Trustees shall be:

               Paul R. Shlanta
               Thomas L. Gleason

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

          (b)  Unless otherwise determined by the Administrative Trustees, and
except as otherwise required by the Business Trust Act or applicable law, any
Administrative Trustee is authorized to execute on behalf of the Trust any
documents which the Administrative Trustees have the power and authority to
cause the Trust to execute pursuant to Section 3.6, provided, that, the
                                                    --------  ----
registration statement referred to in Section 3.6, including any amendments
thereto, shall be signed by a majority of the Administrative Trustees; and

          (c)  An Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purposes of signing any documents which the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 3.6.

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

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

                                       27
<PAGE>

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

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

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

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

          (ii)  the Trustee that acts as Delaware Trustee shall not be removed
     in accordance with this Section 5.6(a) until a successor Trustee possessing
     the qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
     "Successor Delaware Trustee") has been appointed and has accepted such
     appointment by written instrument executed by such Successor Delaware
     Trustee and delivered to the Administrative Trustees and the Sponsor.

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

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

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

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

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

                                       28
<PAGE>

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

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

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

SECTION 5.7    Vacancies among Trustees.
               -------------------------

          If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur.  A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy.  The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.6.

SECTION 5.8    Effect of Vacancies.
               --------------------

          The death, resignation, retirement, removal, bankruptcy, dissolution,
liquidation, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve, terminate or annul the Trust.  Whenever a vacancy in
the number of Administrative Trustees shall occur, until such vacancy is filled
by the appointment of an Administrative Trustee in accordance with Section 5.6,
the Administrative Trustees in office, regardless of their number, shall have
all the powers granted to the Administrative Trustees and shall discharge all
the duties imposed upon the Administrative Trustees by this Agreement.

SECTION 5.9    Meetings.
               ---------

          If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee.  Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile, with a hard
copy by overnight courier) not less than 24 hours before such meeting.  Notice
of any telephonic meetings of the Administrative Trustees or any committee
thereof shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting.  Notices shall contain a brief statement of the time, place

                                       29
<PAGE>

and anticipated purposes of the meeting.  The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an Administrative Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened.  Unless
provided otherwise in this Agreement, any action of the Administrative Trustees
may be taken at a meeting by vote of a majority of the Administrative Trustees
present (whether in person or by telephone) and eligible to vote with respect to
such matter, provided that a Quorum is present, or without a meeting by the
unanimous written consent of the Administrative Trustees.  In the event there is
only one Administrative Trustee, any and all action of such Administrative
Trustee shall be evidenced by a written consent of such Administrative Trustee.

SECTION 5.10   Delegation of Power.
               -------------------

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

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

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

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

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

     The Sponsor covenants and agrees to pay to the Delaware Trustee and the
Property Trustee from time to time, and the Delaware Trustee and the Property
Trustee shall be entitled to, such compensation as shall be agreed to in writing
between the Sponsor and the Delaware Trustee and the Property Trustee (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), and the Sponsor will pay or reimburse the Delaware
Trustee and the Property Trustee upon its request for all reasonable expenses,

                                       30
<PAGE>

disbursements and advances incurred or made by the Delaware Trustee and the
Property Trustee in accordance with any of the provisions of this Agreement
except any such expense, disbursement or advance as may arise from its
negligence or bad faith.

                                  ARTICLE VI
                                 DISTRIBUTIONS

SECTION 6.1    Distributions.
               -------------

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

                                  ARTICLE VII
                            ISSUANCE OF SECURITIES

SECTION 7.1    General Provisions Regarding Securities.
               ---------------------------------------

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

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

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

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

SECTION 7.2    Execution and Authentication.
               ----------------------------

          (a)  The Securities shall be signed on behalf of the Trust by an
Administrative Trustee. In case any Administrative Trustee of the Trust who
shall have signed any of the Securities shall cease to be such Administrative
Trustee before the Securities so signed shall be delivered by the Trust, such
Securities nevertheless may be delivered as though the person who signed such
Securities had not ceased to be such Administrative Trustee; and any Securities
may

                                       31
<PAGE>

be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Administrative Trustees of the Trust,
although at the date of the execution and delivery of the Agreement any such
person was not such an Administrative Trustee.

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

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

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

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

SECTION 7.3    Form and Dating.
               ---------------

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

          (a)  Global Securities.  Any Trust Preferred Securities issued in the
               -----------------
form of one or more permanent global securities in definitive, fully registered
form without distribution coupons shall be deposited on behalf of the purchasers
of the Trust Preferred Securities represented thereby with the Property Trustee,
at its New York office, as custodian for the

                                       32
<PAGE>

Clearing Agency, and registered in the name of the Clearing Agency or a nominee
of the Clearing Agency, duly executed by the Trust and authenticated by the
Property Trustee as hereinafter provided. The number of Trust Preferred
Securities represented by the Global Trust Preferred Security may from time to
time be increased or decreased by adjustments made on the records of the
Property Trustee and the Clearing Agency or its nominee as hereinafter provided.

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

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

          Members of, or participants in, the Clearing Agency ("Participants")
shall have no rights under this Agreement with respect to any Global Trust
Preferred Security held on their behalf by the Clearing Agency or by the
Property Trustee as the custodian of the Clearing Agency or under such Global
Trust Preferred Security, and the Clearing Agency may be treated by the Trust,
the Property Trustee and any agent of the Trust or the Property Trustee as the
absolute owner of such Global Trust Preferred Security for all purposes
whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the
Trust, the Property Trustee or any agent of the Trust or the Property Trustee
from giving effect to any written certification, proxy or other authorization
furnished by the Clearing Agency or impair, as between the Clearing Agency and
its Participants, the operation of customary practices of such Clearing Agency
governing the exercise of the rights of a holder of a beneficial interest in any
Global Trust Preferred Security.

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

          (d)  Authorized Denominations.  The Trust Preferred Securities are
               ------------------------
issuable only in denominations of $25.00 and any integral multiple thereof.

SECTION 7.4    Registrar and Paying Agent.
               --------------------------

          The Trust shall maintain in the Borough of Manhattan, The City of New
York, (i) an office or agency where Trust Preferred Securities may be presented
for registration of transfer ("Registrar") and (ii) an office or agency where
Trust Preferred Securities may be presented for payment ("Paying Agent").  The
Registrar shall keep a register of the Trust Preferred Securities and of their
transfer.  The Trust may appoint the Registrar and the Paying Agent and may
appoint one or more co-registrars, one or more additional paying agents and one
or more additional exchange agents in such other locations as it shall
determine.  The term "Registrar" includes any

                                       33
<PAGE>

additional registrar and the term "Paying Agent" includes any additional paying
agent. The Trust may change any Paying Agent, Registrar or co-registrar without
prior notice to any Holder. The Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees. The
Trust shall notify the Property Trustee of the name and address of any Agent not
a party to this Agreement. If the Trust fails to appoint or maintain another
entity as Registrar or Paying Agent, the Property Trustee shall act as such. The
Trust or any of its Affiliates may act as Paying Agent or Registrar. The Trust
shall act as Paying Agent, Registrar or co-registrar for the Common Securities.

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

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

          The Trust shall require each Paying Agent other than the Property
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Property Trustee all money held by the Paying Agent
for the payment of liquidation amounts or Distributions on the Securities, and
will notify the Property Trustee if there are insufficient funds for such
purpose.  While any such insufficiency continues, the Property Trustee may
require a Paying Agent to pay all money held by it to the Property Trustee.  The
Trust at any time may require a Paying Agent to pay all money held by it to the
Property Trustee and to account for any money disbursed by it.  Upon payment
over to the Property Trustee, the Paying Agent (if other than the Trust or an
Affiliate of the Trust) shall have no further liability for the money.  If the
Trust or the Sponsor or an Affiliate of the Trust or the Sponsor acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent.

SECTION 7.6    Replacement Securities.
               -----------------------

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

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

                                       34
<PAGE>

SECTION 7.7    Outstanding Trust Preferred Securities.
               --------------------------------------

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

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

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

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

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

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

SECTION 7.9    Temporary Securities.
               --------------------

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

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

                                       35
<PAGE>

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

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

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

SECTION 7.10   Cancellation.
               ------------

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

SECTION 7.11   CUSIP Numbers.
               -------------

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

                                 ARTICLE VIII
                             TERMINATION OF TRUST

SECTION 8.1    Termination of Trust.
               --------------------

                                       36
<PAGE>

          (a)    The Trust shall automatically terminate:

          (i)    upon the bankruptcy of the Sponsor;

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

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

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

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

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

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

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

                                  ARTICLE IX
                             TRANSFER OF INTERESTS

SECTION 9.1      Transfer of Securities.
                 ----------------------

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

          (b)    Subject to this Article IX, Trust Preferred Securities may only
be transferred, in whole or in part, in accordance with the terms and conditions
set forth in this

                                       37
<PAGE>

Agreement. Any transfer or purported transfer of any security not made in
accordance with this Agreement shall be null and void.

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

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

SECTION 9.2    Transfer Procedures and Restrictions
               ------------------------------------

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

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

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

                                       38
<PAGE>

of any Administrative Trustee, an appropriate number of Trust Preferred
Securities in global form.

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

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

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

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

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

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

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

                                       39
<PAGE>

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

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

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

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

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

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

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

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

                                       40
<PAGE>

     through the Clearing Agency subject to the applicable rules and procedures
     of the Clearing Agency. The Property Trustee may conclusively rely and
     shall be fully protected in relying upon information furnished by the
     Clearing Agency or any agent thereof with respect to its Participants and
     any beneficial owners.

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

SECTION 9.3    Deemed Security Holders.
               ------------------------

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

SECTION 9.4    Book Entry Interests.
               ---------------------

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

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

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

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

          (d)  the rights of the Trust Preferred Security Beneficial Owners
shall be exercised only through the Clearing Agency and shall be limited to
those established by law and agreements between such Trust Preferred Security
Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants and receive and transmit payments of Distributions on

                                       41
<PAGE>

the Global Certificates to such Clearing Agency Participants. DTC will make book
entry transfers among the Clearing Agency Participants.

SECTION 9.5    Notices to Clearing Agency.
               ---------------------------

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

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

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

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

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

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

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

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

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

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

SECTION 10.2   Exculpation.
               ------------

          (a)  No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Trust or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within

                                       42
<PAGE>

the scope of the authority conferred on such Indemnified Person by this
Agreement or by law, except that an Indemnified Person shall be liable for any
such loss, damage or claim incurred by reason of such Indemnified Person's gross
negligence or willful misconduct with respect to such acts or omissions.

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

SECTION 10.3   Fiduciary Duty.
               ---------------

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

          (b)  Unless otherwise expressly provided herein:

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

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

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

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

          (i)  in its "discretion" or under a grant of similar authority, the
Indemnified Person shall be entitled to consider such interests and factors as
it desires, including its

                                       43
<PAGE>

     own interests, and shall have no duty or obligation to give any
     consideration to any interest of or factors affecting the Trust or any
     other Person; or

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

SECTION 10.4     Indemnification.
                 ----------------

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

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

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

                                       44
<PAGE>

     law, against expenses (including attorneys' fees) actually and reasonably
     incurred by him in connection therewith.

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

          (v)  Expenses (including attorneys' fees and expenses) incurred by a
     Company Indemnified Person in defending a civil, criminal, administrative
     or investigative action, suit or proceeding referred to in paragraphs (i)
     and (ii) of this Section 10.4(a) shall be paid by the Debenture Issuer in
     advance of the final disposition of such action, suit or proceeding upon
     receipt of an undertaking by or on behalf of such Company Indemnified
     Person to repay such amount if it shall ultimately be determined that he is
     not entitled to be indemnified by the Debenture Issuer as authorized in
     this Section 10.4(a). Notwithstanding the foregoing, no advance shall be
     made by the Debenture Issuer if a determination is reasonably and promptly
     made (i) by the Administrative Trustees by a majority vote of a quorum of
     disinterested Administrative Trustees, (ii) if such a quorum is not
     obtainable, or, even if obtainable, if a quorum of disinterested
     Administrative Trustees so directs, by independent legal counsel in a
     written opinion or (iii) the Common Security Holder of the Trust, that,
     based upon the facts known to the Administrative Trustees, counsel or the
     Common Security Holder at the time such determination is made, such Company
     Indemnified Person acted in bad faith or in a manner that such person did
     not believe to be in or not opposed to the best interests of the Trust, or,
     with respect to any criminal proceeding, that such Company Indemnified
     Person believed or had reasonable cause to believe his conduct was
     unlawful. In no event shall any advance be made in instances where the
     Administrative Trustees, independent legal counsel or Common Security
     Holder reasonably determine that such person deliberately breached his duty
     to the Trust or its Common or Trust Preferred Security Holders.

          (vi) The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other paragraphs of this Section 10.4(a) shall not
     be deemed exclusive of any other rights to which those seeking
     indemnification and advancement of expenses may be entitled under any
     agreement, vote of stockholders or disinterested directors of the Debenture
     Issuer or Trust Preferred Security Holders of the Trust or otherwise, both
     as to action in his official capacity and as to action in another capacity
     while holding such office. All rights to indemnification under this Section
     10.4(a) shall be deemed to be provided by a contract between the Debenture
     Issuer and each Company Indemnified Person who serves in such capacity at
     any time while this Section 10.4(a) is in effect. Any repeal or
     modification of this Section 10.4(a) shall not affect any rights or
     obligations then existing.

                                       45
<PAGE>

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

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

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

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

SECTION 10.5     Outside Businesses.
                 -------------------

          Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee may engage in or possess an interest in other business ventures of any
nature or description, independently or with others, similar or dissimilar to
the business of the Trust, and the Trust and the Holders shall have no rights by
virtue of this Agreement in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. No Covered Person, the Sponsor, the Delaware Trustee, or the Property
Trustee shall be obligated to present any such

                                       46
<PAGE>

particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the Property
Trustee may engage or be interested in any financial or other transaction with
the Sponsor or any Affiliate of the Sponsor, or may act as depositary for,
trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Sponsor or its Affiliates.

                                  ARTICLE XI
                                  ACCOUNTING

SECTION 11.1   Fiscal Year.
               ------------

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

SECTION 11.2   Certain Accounting Matters.
               ---------------------------

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

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

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

SECTION 11.3   Banking.
               -------

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

                                       47
<PAGE>

SECTION 11.4     Withholding.
                 -----------

          The Trust and the Administrative Trustees shall comply with all
withholding requirements under United States federal, state and local law. The
Trust shall request, and the Holders shall provide to the Trust, such forms or
certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding obligations. The Administrative Trustees shall file
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Trust is required to withhold and pay over any amounts to any authority with
respect to Distributions or allocations to any Holder, the amount withheld shall
be deemed to be a Distribution in the amount of the withholding to the Holder.
In the event of any claimed over withholding, Holders shall be limited to an
action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made, the Trust may reduce
subsequent Distributions by the amount of such withholding.

                                  ARTICLE XII
                            AMENDMENTS AND MEETINGS

SECTION 12.1     Amendments.
                 ----------

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

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

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

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

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

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

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

                                       48
<PAGE>

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

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

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

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

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

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

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

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

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

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

          (f)   The rights of the holders of the Common Securities under Article
Five to increase or decrease the number of, and appoint and remove Trustees
shall not be amended without the consent of the Holders of a Majority in
liquidation amount of the Common Securities; and

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

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

                                       49
<PAGE>

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

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

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

          (a)  Meetings of the Holders of any class of Securities may be called
at any time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Agreement, the terms of
the Securities or the rules of any stock exchange on which the Trust Preferred
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the Holders of such class if directed to do so by the Holders
of at least 33% in liquidation amount of such class of Securities. Such
direction shall be given by delivering to the Administrative Trustees one or
more notices in a writing stating that the signing Holders of Securities wish to
call a meeting and indicating the general or specific purpose for which the
meeting is to be called. Any Holders calling a meeting shall specify in writing
the Security Certificates held by the Holders exercising the right to call a
meeting and only those Securities specified shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met.

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

          (i)  notice of any such meeting shall be given to all the Holders of
     Securities having a right to vote thereat at least seven days and not more
     than 60 days before the date of such meeting. Whenever a vote, consent or
     approval of the Holders is permitted or required under this Agreement or
     the rules of any stock exchange on which the Trust Preferred Securities are
     listed or admitted for trading, such vote, consent or approval may be given
     at a meeting of the Holders. Any action that may be taken at a meeting of
     the Holders of Securities may be taken without a meeting if a consent in
     writing setting forth the action so taken is signed by the Holders of
     Securities owning not less than the minimum amount of Securities in
     liquidation amount that would be necessary to authorize or take such action
     at a meeting at which all Holders having a right to vote thereon were
     present and voting. Prompt notice of the taking of action without a meeting
     shall be given to the Holders entitled to vote who have not consented in
     writing. The Administrative Trustees may specify that any written ballot
     submitted to the Security Holders for the purpose of taking any action
     without a meeting shall be returned to the Trust within the time specified
     by the Administrative Trustees;

          (ii) each Holder may authorize any Person to act for it by proxy on
     all matters in which a Holder is entitled to participate, including waiving
     notice of any meeting, or

                                       50
<PAGE>

     voting or participating at a meeting. No proxy shall be valid after the
     expiration of 11 months from the date thereof unless otherwise provided in
     the proxy. Every proxy shall be revocable at the pleasure of the Holder of
     Securities executing it. Except as otherwise provided herein, all matters
     relating to the giving, voting or validity of proxies shall be governed by
     the General Corporation Law of the State of Delaware relating to proxies,
     and judicial interpretations thereunder, as if the Trust were a Delaware
     corporation and the Holders were stockholders of a Delaware corporation;

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

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

                                 ARTICLE XIII
                      REPRESENTATIONS OF PROPERTY TRUSTEE
                             AND DELAWARE TRUSTEE

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

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

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

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

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

                                       51
<PAGE>

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

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

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

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

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

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

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

                                  ARTICLE XIV
                                 MISCELLANEOUS

SECTION 14.1   Notices.
               -------

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

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

                                       52
<PAGE>

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

               Attention: Paul R. Shlanta, Administrative
                          Trustee

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


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

               Attention: Corporate Trust Department

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

               BNY Trust Company of Florida, N.A.
               Towermarc Plaza
               10161 Centurion Parkway
               Jacksonville, Florida 32256

               Attention: Corporate Trust Trustee
                          Administration

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

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

               Attention:  Paul R. Shlanta, President

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

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

                                       53
<PAGE>

SECTION 14.2   Governing Law.
               -------------

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

SECTION 14.3   Intention of the Parties.
               ------------------------

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

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

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

SECTION 14.5   Successors and Assigns
               ----------------------

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

SECTION 14.6   Partial Enforceability.
               ----------------------

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

SECTION 14.7   Counterparts.
               ------------

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

                                       54
<PAGE>

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




                                            ------------------------------------
                                            Paul R. Shlanta, as Administrative
                                            Trustee



                                            ------------------------------------
                                            Thomas L. Gleason, as Administrative
                                            Trustee


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


                                            By:
                                                --------------------------------
                                                Name:
                                                Title: Authorized Signatory


                                            The Bank of New York,
                                            as Property Trustee

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


                                            AGL Capital Corporation,
                                                as Sponsor


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

<PAGE>

                                    ANNEX I

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

          Pursuant to Section 7.1 of the Amended and Restated Trust Agreement,
dated as of _________, 2001 (as amended from time to time, the "Agreement"), the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Securities are set out below (each capitalized term used but
not defined herein has the meaning set forth in the Agreement or, if not defined
in such Agreement, as defined in the Prospectus referred to below in Section
2(c) of this Annex I):

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

          (a)  Trust Preferred Securities. Trust Preferred Securities of the
               --------------------------
Trust with an aggregate liquidation amount with respect to the assets of
the Trust of One Hundred Fifty Million Dollars ($150,000,000), with a
liquidation amount with respect to the assets of the Trust of $25.00 per
security, are hereby designated for the purposes of identification only as
"____% Trust Preferred Securities" (the "Trust Preferred Securities"). The
certificates evidencing the Trust Preferred Securities shall be substantially in
the form of Exhibit A-1 to the Agreement, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom or
practice or to conform to the rules of any stock exchange on which the Trust
Preferred Securities are listed.

          (b)  Common Securities. [____] Common Securities of the Trust with an
               -----------------
aggregate liquidation amount with respect to the assets of the Trust of
[________________] Dollars ($______________) and a liquidation amount with
respect to the assets of the Trust of $25.00 per security, are hereby designated
for the purposes of identification only as "_____% Common Securities" (the
"Common Securities"). The certificates evidencing the Common Securities shall be
substantially in the form of Exhibit A-2 to the Agreement, with such changes and
additions thereto or deletions therefrom as may be required by ordinary usage,
custom or practice.

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

          (a) Distributions payable on each Security will be fixed at a rate per
annum of ______% (the "Coupon Rate") of the liquidation amount of $25.00 per
Security (the "Liquidation Amount"), such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee. Distributions in
arrears for more than one quarter will bear additional distributions thereon
compounded quarterly at the Coupon Rate (to the extent permitted by applicable
law). A Distribution is payable only to the extent that payments are made in
respect of the Debentures held by the Property Trustee and to the extent the
Property Trustee has funds on hand legally available therefor.

                                      I-1
<PAGE>

          (b)  Distributions on the Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from _________, 2001, and will be payable
quarterly in arrears on [_________] , [_________], [__________], and
[__________] of each year, commencing on ___________, 2001 (each, a
"Distribution Date"), except as otherwise described below. Distributions will be
computed on the basis of a 360-day year consisting of twelve 30-day months and
for any period less than three months on the basis of the actual number of days
elapsed in such period, based on 30-day months. As long as no Event of Default
has occurred and is continuing under the Indenture, the Debenture Issuer has the
right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures for
a period not exceeding 20 consecutive quarters, including the first such quarter
during such period (each an "Extended Interest Payment Period"), during which
Extended Interest Payment Period no interest shall be due and payable on the
Debentures, provided that no Extended Interest Payment Period shall end in a day
other than an Interest Payment Date for the Debentures or shall extend beyond
the Maturity Date of the Debentures. As a consequence of such deferral,
Distributions will also be deferred. Despite such deferral, Distributions will
continue to accumulate with additional Distributions thereon (to the extent
permitted by applicable law but not at a rate greater than the rate at which
interest is then accruing on the Debentures) at the Coupon Rate compounded
quarterly during any such Extended Interest Payment Period. Prior to the
termination of any such Extended Interest Payment Period, the Debenture Issuer
may further defer payments of interest by further extending such Extended
Interest Payment Period; provided that such Extended Interest Payment Period,
together with all such previous and further extensions within such Extended
Interest Payment Period, may not exceed 20 consecutive quarters, including the
first quarter during such Extended Interest Payment Period, or extend beyond the
Maturity Date of the Debentures. Upon the termination of any Extended Interest
Payment Period and the payment of all amounts then due, subject to the foregoing
limitations, the Debenture Issuer may commence a new Extended Interest Payment
Period, subject to the above requirements.

          (c)  Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust on the 15th day of
the month prior to the month in which the relevant Distribution Date occurs,
which Distribution Dates correspond to the interest payment dates on the
Debentures. Subject to any applicable laws and regulations and the provisions of
the Agreement, each such payment in respect of the Trust Preferred Securities
will be made as described under the heading "Description of the Trust Preferred
Securities -- Form, Denomination, Book-Entry Procedures and Transfer" in the
Prospectus dated [_____________], of the Debenture Issuer and the Trust relating
to the Securities and the Debentures. Payments in respect of Trust Preferred
Securities held in certificated form will be made by check mailed to the Holder
entitled thereto. The relevant record dates for the Common Securities shall be
the same as the record dates for the Trust Preferred Securities. Distributions
payable on any Securities that are not punctually paid on any Distribution Date,
as a result of the Debenture Issuer having failed to make a payment under the
Debentures, will cease to be payable to the Holder on the relevant record date,
and such defaulted Distribution will instead be payable to the Person in whose
name such Securities are registered on the special record date or other
specified date determined in accordance with the Indenture. If any date on which
Distributions are payable on the Securities is not a Business Day, then payment
of the Distribution payable on such date will be made on the next succeeding day
that is a Business Day (except that if such

                                      I-2
<PAGE>

next succeeding day which is a Business Day falls in a subsequent calendar year,
such payment shall be payable on the Business Day next preceding such date) (and
without any interest or other payment in respect of any such delay), with the
same force and effect as if made on such date.

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

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

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

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

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

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


          (ii) In the case of an optional redemption, if fewer than all the
outstanding Securities are to be so redeemed, the Trust Preferred Securities
will be redeemed Pro Rata and

                                      I-3
<PAGE>

the Trust Preferred Securities to be redeemed will be determined as
described in Section 4(f)(ii) below.

          The Debenture Issuer shall have the right (subject to the conditions
in the Indenture) to elect to redeem the Debentures in whole or in part at any
time on or after [_____ 1], 2006 (the "Initial Optional Redemption Date"), upon
not less than 10 days and not more than 60 days notice, at the Optional
Redemption Price and, simultaneous with such redemption, to cause a Like Amount
of the Securities to be redeemed by the Trust at the Optional Redemption Price
on a Pro Rata basis.  "Optional Redemption Price" shall mean a price equal to
the percentage of the liquidation amount of Securities to be redeemed plus
accumulated and unpaid Distributions thereon, if any, to the date of such
redemption.

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

          "Tax Event" means the receipt by the Sponsor and the Trust of an
opinion of counsel (a "Tax Event Opinion") experienced in such matters to  the
effect that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws or any regulations thereunder of the
United States or any political subdivision or taxing authority thereof or
therein, or (b) any official pronouncement or judicial decision interpreting or
applying such laws or regulations by any legislative body, court, governmental
agency or regulatory agency (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination or the issuance
by the Internal Revenue Service of a revenue ruling, revenue procedure, notice
or announcement (which notice or announcement is published in the Internal
Revenue Bulletin) which amendment or change is effective or such pronouncement
or decision is announced on or after [__________, 2001], there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days of the date
of such Tax Event Opinion, subject to United States federal income tax with
respect to all or part of the income received or accrued on the Debentures, (ii)
interest payable to the Trust on the Debentures is not, or within 90 days of the
date of the Tax Event Opinion will not be, deductible by the Debenture Issuer,
in whole or in part, for United States federal income tax purposes or (iii) the
Trust is, or will be within 90 days of the date of the Tax Event Opinion,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.

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

                                      I-4
<PAGE>

          (d)    On and from the date fixed by the Administrative Trustees for
any distribution of Debentures and liquidation of the Trust: (i) the Securities
will no longer be deemed to be outstanding, (ii) the Clearing Agency or its
nominee (or any successor Clearing Agency or its nominee), as the Holder of the
Trust Preferred Securities, will receive a registered global certificate or
certificates representing the Debentures to be delivered upon such distribution
and any certificates representing Securities not held by the Clearing Agency or
its nominee (or any successor Clearing Agency or its nominee) will be deemed to
represent beneficial interests in a Like Amount of Debentures until such
certificates are presented to the Debenture Issuer or its agent for transfer or
reissue.

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

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

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

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

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

                                      I-5
<PAGE>

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

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

          Neither the Administrative Trustees nor the Trust shall be required to
register or cause to be registered the transfer of (i) any Securities beginning
on the opening of business 15 days before the day of mailing of a notice of
redemption or any notice of selection of Securities for redemption or (ii) any
Securities selected for redemption except the unredeemed portion of any Security
being redeemed.  If any date fixed for redemption of Securities is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day that is a Business Day (except that if such next
succeeding day which is a Business Day falls in a subsequent calendar year, such
payment shall be payable on the Business Day next preceding such date) (and
without any interest or other payment in respect of any such delay), with the
same force and effect as if made on such date fixed for redemption. If payment
of the Redemption Price in respect of any Securities is improperly withheld or
refused and not paid either by the Property Trustee or by the Sponsor as
guarantor pursuant to the relevant Securities Guarantee, Distributions on such
Securities will continue to accumulate from the original redemption date to the
actual date of payment, in which case the actual payment date will be considered
the date fixed for redemption for purposes of calculating the Redemption Price.

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

          (vi)  Subject to the foregoing and applicable law (including, without
     limitation, United States federal securities laws and banking laws),
     provided the acquiror is not the

                                      I-6
<PAGE>

     Holder of the Common Securities or the obligor under the Indenture, the
     Sponsor or any of its subsidiaries may at any time and from time to time
     purchase outstanding Trust Preferred Securities by tender, in the open
     market or by private agreement.

          5.   Voting Rights - Trust Preferred Securities.
               ------------------------------------------

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

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

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

          Any approval or direction of Holders of Trust Preferred Securities may
be given at a separate meeting of Holders of Trust Preferred Securities convened
for such purpose, at a meeting of all of the Holders of Securities in the Trust
or pursuant to written consent.  The Property Trustees will cause a notice of
any meeting at which Holders of Trust Preferred Securities are entitled to vote,
or of any matter upon which action by written consent of such

                                      I-7
<PAGE>

Holders is to be taken, to be mailed to each Holder of record of Trust Preferred
Securities. Each such notice will include a statement setting forth (i) the date
of such meeting or the date by which such action is to be taken, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote or of such matter upon which written consent
is sought and (iii) instructions for the delivery of proxies or consents.

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

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

          6.   Voting Rights - Common Securities.
               ----------------------------------

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

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

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

                                      I-8
<PAGE>

the Common Securities, prior to taking any of the foregoing actions, the
Trustees shall obtain an opinion of counsel experienced in such matters to the
effect that the Trust will not be classified as an association taxable as a
corporation for United States federal income tax purposes on account of such
action.

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

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

          7.   Amendments to Agreement and Indenture.
               -------------------------------------

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

                                      I-9
<PAGE>

          8.   Pro Rata.
               --------

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

          9.   Ranking.
               -------

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

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

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

          11.  No Preemptive Rights.
               --------------------

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

          12.  Miscellaneous.
               -------------

          These terms constitute a part of the Agreement.

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

                                     I-10
<PAGE>

                                   EXHIBIT-A
                 FORM OF TRUST PREFERRED SECURITY CERTIFICATE

                          [FORM OF FACE OF SECURITY]

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

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

                                     A1-1
<PAGE>

                                                                   $____________
Certificate Number                                         Aggregate Liquidation
                                            Amount of Trust Preferred Securities

                                                          CUSIP NO._____________

               Certificate Evidencing Trust Preferred Securities

                                      of

                             AGL CAPITAL TRUST II

                       _____% Trust Preferred Securities
           (liquidation amount $25.00 per Trust Preferred Security)

          AGL CAPITAL TRUST II, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that CEDE & Co.
(the "Holder") is the registered owner of ________ Trust Preferred Securities of
the Trust representing undivided beneficial interests in the assets of the Trust
designated the _____% Trust Preferred Securities (liquidation amount $25.00 per
Trust Preferred Security) (the "Trust Preferred Securities").  The Trust
Preferred Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer.  The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Trust Preferred
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Trust Agreement dated as of
_________, 2001, as the same may be amended from time to time (the "Trust
Agreement"), including the designation of the terms of the Trust Preferred
Securities as set forth in the Trust Agreement. Capitalized terms used but not
defined herein shall have the meaning given them in the Trust Agreement. The
Depositor will provide a copy of the Trust Agreement, the Trust Preferred
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Trust at its principal place of business.

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

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


                                     A1-2
<PAGE>

          IN WITNESS WHEREOF, the Trust has executed this certificate this __
day of ______, 2001.

                                        AGL CAPITAL TRUST II


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

                                     A1-3
<PAGE>

               PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:  __________, 2001.

                                                THE BANK OF NEW YORK,
                                                as Property Trustee



                                                By:
                                                    --------------------------
                                                      Authorized Signatory

                                     A1-4
<PAGE>

                         [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Trust Preferred Security will be fixed
at a rate per annum of ____% (the "Coupon Rate") of the liquidation amount of
$25.00 per Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee.  Distributions in arrears for
more than one quarterly period will bear interest thereon compounded quarterly
at the Coupon Rate (to the extent permitted by applicable law).  A Distribution
is payable only to the extent that payments are made in respect of the
Debentures held by the Property Trustee and to the extent the Property Trustee
has funds on hand legally available therefor.

          Distributions on the Trust Preferred Securities will be cumulative,
will accumulate from the most recent date to which Distributions have been paid
or, if no Distributions have been paid, from ________, 2001, and will be payable
quarterly in arrears, on [_______________], [_______________], [_______________]
and [_______________] of each year, commencing on ________, 2001, except as
otherwise described below. Distributions will be computed on the basis of a 360-
day year consisting of twelve 30-day months and, for any period less than three
months, the number of days elapsed in such period, based on 30-day months. As
long as no Event of Default has occurred and is continuing under the Indenture,
the Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period at any time and from time to
time on the Debentures for a period not exceeding 20 consecutive quarters,
including the first such quarter during such extension period (each an "Extended
Interest Payment Period"), provided that no Extended Interest Payment Period
shall extend beyond the Maturity Date of the Debentures. As a consequence of
such deferral, Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accumulate with interest thereon (to
the extent permitted by applicable law, but not at a rate exceeding the rate of
interest then accruing on the Debentures) at the Coupon Rate compounded
quarterly during any such Extended Interest Payment Period. Prior to the
termination of any such Extended Interest Payment Period, the Debenture Issuer
may further defer payments of interest by further extending such Extended
Interest Payment Period; provided that such Extended Interest Payment Period,
together with all such previous and further extensions within such Extended
Interest Payment Period, may not exceed 20 consecutive quarters, including the
first quarter during such Extended Interest Payment Period, or extend beyond the
Maturity Date of the Debentures. Payments of accumulated Distributions will be
payable to Holders as they appear on the books and records of the Trust on the
first record date after the end of the Extended Interest Payment Period. Upon
the termination of any Extended Interest Payment Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extended Interest
Payment Period, subject to the above requirements.

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

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

                                     A1-5
<PAGE>

                                  EXHIBIT A-2

                      FORM OF COMMON SECURITY CERTIFICATE

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

      Certificate Number ____                 Number of Common Securities ____


                    Certificate Evidencing Common Securities

                                       of

                             AGL CAPITAL TRUST  II

                            _____% Common Securities
                (liquidation amount $25.00 per Common Security)

          AGL CAPITAL TRUST II, a statutory business trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that AGL CAPITAL
CORPORATION (the "Holder") is the registered owner of _______ common securities
of the Trust representing undivided beneficial interests in the assets of the
Trust designated the ____% Common Securities (liquidation amount $25.00 per
Common Security) (the "Common Securities"). The Common Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Trust Agreement of the Trust dated as of ____________,
2001, as the same may be amended from time to time (the "Agreement"), including
the designation of the terms of the Common Securities as set forth in Annex I to
the Agreement. Capitalized terms used but not defined herein shall have the
meaning given them in the Agreement. The Sponsor will provide a copy of the
Agreement and the Indenture (including any supplemental indenture) to a Holder
without charge upon written request to the Sponsor at its principal place of
business.

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

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

                                     A2-1
<PAGE>

          IN WITNESS WHEREOF, the Trust has executed this certificate this
______ day of ___________, 2001.

                                              AGL CAPITAL TRUST  II


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

                                     A2-2
<PAGE>

                         [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Common Security will be fixed at a rate
per annum of ______% (the "Coupon Rate") of the liquidation amount of $25.00 per
Common Security, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee. Distributions in arrears for more than one
quarter will bear interest thereon compounded quarterly at the Coupon Rate (to
the extent permitted by applicable law). A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds available therefor.

          Distributions on the Common Securities will be cumulative, will accrue
from the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from [____________], 2001 and will be payable
quarterly in arrears, on [_________], [_________], [_________] and [__________]
of each year, commencing on [___________], 2001, except as otherwise described
below. Distributions will be computed on the basis of a 360-day year consisting
of twelve 30-day months and, for any period less than three months, the number
of days elapsed in such period, based on 30-day months. As long as no Event of
Default has occurred and is continuing under the Indenture, the Debenture Issuer
has the right under the Indenture to defer payments of interest by extending the
interest payment period at any time and from time to time on the Debentures for
a period not exceeding 20 consecutive calendar quarters, including the first
such quarter during such extension period (each an "Extended Interest Payment
Period"), provided that no Extended Interest Payment Period shall extend beyond
the Maturity Date of the Debentures. As a consequence of such deferral,
Distributions will also be deferred. Despite such deferral, Distributions will
continue to accumulate with interest thereon (to the extent permitted by
applicable law, but not at a rate exceeding the rate of interest then accruing
on the Debentures) at the Coupon Rate compounded quarterly during any such
Extended Interest Payment Period. Prior to the termination of any such Extended
Interest Payment Period, the Debenture Issuer may further defer payments of
interest by further extending such Extended Interest Payment Period; provided
that such Extended Interest Payment Period, together with all such previous and
further extensions within such Extended Interest Payment Period, may not exceed
20 consecutive quarters, including the first quarter during such Extended
Interest Payment Period, or extend beyond the Maturity Date of the Debentures.
Payments of accrued Distributions will be payable to Holders as they appear on
the books and records of the Trust on the first record date after the end of the
Extended Interest Payment Period. Upon the termination of any Extended Interest
Payment Period and the payment of all amounts then due, the Debenture Issuer may
commence a new Extended Interest Payment Period, subject to the above
requirements.

                                     A2-3
<PAGE>

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

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

                                     A2-4