<PAGE>
 
                                                                   Exhibit 4.5-A

                                           [Form Relating to Capital Securities]
================================================================================


                              AMENDED AND RESTATED


                                TRUST AGREEMENT


                                     among


                HOUSTON LIGHTING & POWER COMPANY, as Depositor,


                             THE BANK OF NEW YORK,
                              as Property Trustee,


                        THE BANK OF NEW YORK (DELAWARE),
                              as Delaware Trustee,


                                      and


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                          Dated as of January __, 1997


                              HL&P CAPITAL TRUST _

================================================================================
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
 
 
<S>                          <C>                                              <C>
ARTICLE I.     Defined Terms.................................................... 1
     SECTION 1.1.  Definitions.................................................. 1

ARTICLE II.    Establishment of the Trust.......................................10
     SECTION 2.1.  Name.........................................................10
     SECTION 2.2.  Office of the Delaware Trustee;
                   Principal Place of Business; Agents for Service of Process...10
     SECTION 2.3.  Initial Contribution of Trust Property;
                   Organizational Expenses......................................10
     SECTION 2.4.  Issuance of the Preferred Securities.........................11
     SECTION 2.5.  Issuance of the Common Securities;
                   Subscription and Purchase of Debentures......................11
     SECTION 2.6.  Declaration of Trust.........................................11
     SECTION 2.7.  Authorization to Enter into Certain Transactions.............12
     SECTION 2.8.  Assets of Trust..............................................17
     SECTION 2.9.  Title to Trust Property......................................17

ARTICLE III.   Payment Account..................................................18
     SECTION 3.1.  Payment Account..............................................18

ARTICLE IV.    Distributions; Redemption........................................18
     SECTION 4.1.  Distributions................................................18
     SECTION 4.2.  Redemption...................................................19
     SECTION 4.3.  Subordination of Common Securities...........................21
     SECTION 4.4.  Payment Procedures...........................................22
     SECTION 4.5.  Tax Returns and Reports......................................22
     SECTION 4.6.  Payment of Taxes, Duties, Etc. of the Trust..................22
     SECTION 4.7.  Payments under Indenture or Pursuant to Direct Actions.......23

ARTICLE V.     Trust Securities Certificates....................................23
     SECTION 5.1.  Initial Ownership............................................23
     SECTION 5.2.  The Trust Securities Certificates............................23
     SECTION 5.3.  Execution and Delivery of Trust Securities Certificates......23
     SECTION 5.4.  Registration of Transfer and Exchange of
                   Preferred Securities Certificates............................24
     SECTION 5.5.  Mutilated, Destroyed, Lost or Stolen
                   Trust Securities Certificates................................24
     SECTION 5.6.  Persons Deemed Securityholders...............................25
     SECTION 5.7.  Access to List of Securityholders' Names and Addresses.......25
     SECTION 5.8.  Maintenance of Office or Agency..............................26
     SECTION 5.9.  Appointment of Paying Agent..................................26
     SECTION 5.10. Ownership of Common Securities by Depositor..................26
</TABLE>


                                      -i-
<PAGE>
 
<TABLE>

<S>                 <C>                                                           <C>
     SECTION 5.11.  Book-Entry Preferred Securities Certificates;
                    Common Securities Certificate..................................27
     SECTION 5.12.  Notices to Clearing Agency.....................................28
     SECTION 5.13.  Definitive Preferred Securities Certificates...................28
     SECTION 5.14.  Rights of Securityholders......................................29
     SECTION 5.15.  CUSIP Numbers..................................................31

ARTICLE VI.    Acts of Securityholders; Meetings; Voting...........................31
     SECTION 6.1.   Limitations on Voting Rights...................................31
     SECTION 6.2.   Notice of Meetings.............................................32
     SECTION 6.3.   Meetings of Preferred Securityholders..........................32
     SECTION 6.4.   Voting Rights..................................................33
     SECTION 6.5.   Proxies, Etc...................................................33
     SECTION 6.6.   Securityholder Action by Written Consent.......................33
     SECTION 6.7.   Record Date for Voting and Other Purposes......................33
     SECTION 6.8.   Acts of Securityholders........................................34
     SECTION 6.9.   Inspection of Records..........................................35

ARTICLE VII.   Representations and Warranties......................................35
     SECTION 7.1.   Representations and Warranties of the Property Trustee
                    and the Delaware Trustee.......................................35
     SECTION 7.2.   Representations and Warranties of Depositor....................36

ARTICLE VIII.  The Trustees........................................................37
     SECTION 8.1.   Certain Duties and Responsibilities............................37
     SECTION 8.2.   Certain Notices................................................39
     SECTION 8.3.   Certain Rights of Property Trustee.............................40
     SECTION 8.4.   Not Responsible for Recitals or Use of Proceeds................42
     SECTION 8.5.   May Hold Securities............................................42
     SECTION 8.6.   Compensation; Indemnity; Fees..................................42
     SECTION 8.7.   Corporate Property Trustee Required;
                    Eligibility of Trustees........................................43
     SECTION 8.8.   Conflicting Interests..........................................44
     SECTION 8.9.   Co-Trustees and Separate Trustee...............................44
     SECTION 8.10.  Resignation and Removal; Appointment of Successor..............45
     SECTION 8.11.  Acceptance of Appointment by Successor.........................47
     SECTION 8.12.  Merger, Conversion, Consolidation
                    or Succession to Business......................................47
     SECTION 8.13.  Preferential Collection of Claims Against
                    Depositor or Trust.............................................48
     SECTION 8.14.  Trustee May File Proofs of Claim...............................48
     SECTION 8.15.  Reports by Property Trustee....................................49
     SECTION 8.16.  Reports to the Property Trustee................................49
     SECTION 8.17.  Evidence of Compliance with Conditions Precedent...............49
     SECTION 8.18.  Number of Trustees.............................................50
     SECTION 8.19.  Delegation of Power............................................50
</TABLE>


                                     -ii-
<PAGE>
 
<TABLE>

<S>                 <C>                                                           <C>
ARTICLE IX.    Termination, Liquidation and Merger.................................51
     SECTION 9.1.   Termination Upon Expiration Date...............................51
     SECTION 9.2.   Early Termination..............................................51
     SECTION 9.3.   Termination....................................................51
     SECTION 9.4.   Liquidation....................................................51
     SECTION 9.5.   Mergers, Consolidations, Amalgamations or
                    Replacements of the Trust......................................53

ARTICLE X.     Miscellaneous Provisions............................................54
     SECTION 10.1.  Limitation of Rights of Securityholders........................54
     SECTION 10.2.  Liability of Holder of Common Securities.......................54
     SECTION 10.3.  Amendment......................................................54
     SECTION 10.4.  Separability...................................................56
     SECTION 10.5.  Governing Law..................................................56
     SECTION 10.6.  No Recourse....................................................56
     SECTION 10.7.  Payments Due on Non-Business Day...............................56
     SECTION 10.8.  Successors.....................................................56
     SECTION 10.9.  Headings.......................................................57
     SECTION 10.10. Reports, Notices and Demands...................................57
     SECTION 10.11. Agreement Not to Petition......................................57
     SECTION 10.12. Trust Indenture Act; Conflict with Trust Indenture Act.........58
     SECTION 10.13. Acceptance of Terms of Trust Agreement,
                    Guarantee and Indenture........................................58
</TABLE>
EXHIBIT A  Certificate of Trust
EXHIBIT B  Certificate Depository Agreement
EXHIBIT C  Common Securities Certificate
EXHIBIT D  Expense Agreement
EXHIBIT E  Preferred Securities Certificate


                                     -iii-
<PAGE>
 
                             HL&P CAPITAL TRUST _

              Certain Sections of this Trust Agreement relating to
                        Sections 310 through 318 of the
                          Trust Indenture Act of 1939:
<TABLE>
<CAPTION>
Trust Indenture                         Trust Agreement
Act Section                                 Section
-----------------                      ------------------
<S>                                           <C>
((S)) 310 (a)(1)...........................   8.7
          (a)(2)...........................   8.7
          (a)(3)...........................   8.9
          (a)(4)...........................   2.7(a)(ii)
          (b)..............................   8.8
((S)) 311 (a)..............................   8.13
          (b)..............................   8.13
((S)) 312 (a)..............................   5.7
          (b)..............................   5.7
          (c)..............................   5.7
((S)) 313 (a)..............................   8.15(a)
          (a)(8)...........................   8.15(b)
          (b)..............................   8.15(b)
          (c)..............................   10.10
          (d)..............................   8.15(c)
((S)) 314 (a)..............................   8.16
          (b)..............................   Not Applicable
          (c)(1)...........................   8.17
          (c)(2)...........................   8.17
          (c)(3)...........................   Not Applicable
          (d)..............................   Not Applicable
          (e)..............................   1.1, 8.17
((S)) 315 (a)..............................   8.1(a), 8.3(a)
          (b)..............................   8.2, 10.10
          (c)..............................   8.1(d)
          (d)..............................   8.1, 8.3
          (e)..............................   Not Applicable
((S)) 316 (a)..............................   Not Applicable
          (a)(1)(A)........................   Not Applicable
          (a)(1)(B)........................   Not Applicable
          (a)(2)...........................   Not Applicable
          (b)..............................   5.14
          (c)..............................   6.7
((S)) 317 (a)(1)...........................   Not Applicable
          (a)(2)...........................   Not Applicable
          (b)..............................   5.9
((S)) 318 (a)..............................   10.12
----------
</TABLE>
Note:  This reconciliation and tie sheet shall not, for any purpose, be deemed
to be a part of the Trust Agreement.

                                      -i-
<PAGE>
 
     AMENDED AND RESTATED TRUST AGREEMENT, dated as of January __, 1997, among
(a) Houston Lighting & Power Company, a Texas corporation (including any
successors or assigns, the "Depositor"), (b) The Bank of New York, a New York
banking corporation, as property trustee (in each such capacity, the "Property
Trustee" and, in its separate corporate capacity and not in its capacity as
Property Trustee, the "Bank"), (c) The Bank of New York (Delaware), a Delaware
banking corporation, as Delaware trustee (the "Delaware Trustee"), (d)
_________________, an individual, and _________________, an individual, each of
whose address is 200 West 9th Street Plaza, Box 2105, Wilmington, Delaware 19899
(each an "Administrative Trustee" and collectively the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the "Trustees") and (v) the several
Holders, as hereinafter defined.

                                   WITNESSETH

     WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and created a business trust pursuant to the Delaware Business Trust
Act by entering into that certain Trust Agreement, dated as of January 10, 1997
(the "Original Trust Agreement"), and by the execution and filing by the
Delaware Trustee with the Secretary of State of the State of Delaware of the
Certificate of Trust, filed on January 10, 1997, attached as Exhibit A; and

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

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

                                   ARTICLE I.

                                 Defined Terms

     SECTION 1.1.  Definitions.

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



                                      -1-
<PAGE>
 
     (a) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular;

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

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

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

     "Act" has the meaning specified in Section 6.8.

     "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Indenture) paid by the Depositor on Debentures having a principal
amount equal to such Liquidation Amount for such period.

     "Additional Sums" has the meaning specified in Section 10.6 of the
Indenture.

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

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

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

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

     (a) the entry of a decree or order by a court having jurisdiction in the
premises judging such Person a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any


                                      -2-
<PAGE>
 
substantial part of its property or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order unstayed and in
effect for a period of 60 consecutive days; or

     (b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness
to be adjudicated a bankrupt, or the taking of corporate action by such Person
in furtherance of any such action.

     "Bankruptcy Laws" has the meaning specified in Section 10.11.

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

     "Book-Entry Preferred Securities Certificates" means a beneficial interest
in the Preferred Securities Certificates, ownership and transfers of which shall
be made through book entries by a Clearing Agency as described in Section 5.11.

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

     "Certificate Depository Agreement" means the agreement among the Trust, the
Property Trustee and The Depository Trust Company, as the initial Clearing
Agency, dated as of the Closing Date, relating to the Trust Securities
Certificates, substantially in the form attached as Exhibit B, as the same may
be amended and supplemented from time to time.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.  The
Depository Trust Company will be the initial Clearing Agency.

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


                                      -3-
<PAGE>
 
     "Closing Date" means the Time of Delivery, as defined in the Underwriting
Agreement.

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

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

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

     "Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $1,000 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

     "Corporate Trust Office" means, (a) when used with respect to the Property
Trustee, the principal corporate trust office of the Property Trustee located at
101 Barclay Street, New York, New York 10286, and, (b) when used with respect to
the Debenture Trustee, the principal corporate trust office of the Debenture
Trustee located in New York, New York.

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

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

     "Debenture Trustee" means The Bank of New York, a New York banking
corporation, and any successor thereto.

     "Debentures" means the aggregate principal amount of the Depositor's ____%
Junior Subordinated Deferrable Interest Debentures, Series __, or any debentures
or other indebtedness of the Depositor issued in exchange for such ____% Junior
Subordinated Deferrable Interest Debentures, Series __, in either case as issued
pursuant to the Indenture.

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

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



                                      -4-
<PAGE>
 
     "Delaware Trustee" means the Person identified as the "Delaware Trustee" in
the preamble to this Trust Agreement solely in its capacity as Delaware Trustee
of the Trust formed and continued hereunder and not in its individual capacity,
or its successor in interest in such capacity, or any successor trustee
appointed as herein provided.

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

     "Direct Action" has the meaning specified in Section 5.14(c).

     "Distribution Date" has the meaning specified in Section 4.1(a).

     "Distributions" means amounts payable in respect of the Trust Securities as
provided in Section 4.1.

     "Early Termination Event" has the meaning specified in Section 9.2.

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

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

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

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

     (d)  default in the performance, or breach, in any material respect, of any
covenant or warranty of the Trustees in this Trust Agreement (other than a
covenant or warranty a default in the performance or 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 and to the Depositor by the Holders of at
least 25% in aggregate Liquidation Amount of the Outstanding Preferred
Securities, a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a "Notice of Default" hereunder;
or

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

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

                                      -5-
<PAGE>
 
     "Expiration Date" has the meaning specified in Section 9. 1.

     "Guarantee" means the Guarantee Agreement, dated as of January __, 1997,
between the Depositor, as the holder of all the Common Securities, and The Bank
of New York, a New York banking corporation, as guarantee trustee, for the
benefit of the Holders of the Trust Securities, as amended from time to time.

     "Holder" has the meaning specified in the definition of the term
"Securityholder."

     "Indenture" means the Junior Subordinated Indenture, dated as of January
__, 1997, between the Depositor and the Debenture Trustee, as trustee, as
amended or supplemented from time to time.

     "Legal Action" has the meaning specified in Section 2.7(a)(i)(D).

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

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to the principal amount of
Debentures to be contemporaneously redeemed in accordance with the Indenture the
proceeds of which will be used to pay the Redemption Price of such Trust
Securities, and (b) with respect to a distribution of Debentures to Holders of
Trust Securities in connection with a dissolution and winding up of the Trust,
Debentures having a principal amount equal to the Liquidation Amount of the
Trust Securities of the Holder to whom such Debentures are distributed.

     "Liquidation Amount" means the stated amount of $1,000 per Trust Security.

     "Liquidation Date" means the date on which Debentures are to be distributed
to Holders of Trust Securities in connection with a dissolution and winding up
of the Trust pursuant to Section 9.4(a).

     "Liquidation Distribution" has the meaning specified in Section 9.4(d).

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

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


                                      -6-
<PAGE>
 
     (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

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

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

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

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

     "Original Trust Agreement" has the meaning specified in the recitals
hereto.

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

     (a) Trust Securities theretofore canceled by the Securities Registrar or
delivered to the Securities Registrar for cancellation;

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

     (c) Trust Securities which have been paid or in exchange for or in lieu of
which other Preferred Securities have been executed and delivered pursuant to
Sections 5.4, 5.5, 5.11 and 5.13;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Preferred Securities that a Responsible Officer of such Trustee
actually knows to be so owned shall be so disregarded and (b) the foregoing
shall not apply at any time when all of the outstanding Preferred Securities are
owned


                                      -7-
<PAGE>
 
by the Depositor, one or more of the Trustees and/or any such Affiliate.
Preferred Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Administrative Trustees the pledgee's right so to act with respect to such
Preferred Securities and that the pledgee is not the Depositor or any Affiliate
of the Depositor.

     "Owner" means each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the Owner, then as reflected
in the records of a Person maintaining an account with such Clearing Agency
(directly or indirectly, in accordance with the rules of such Clearing Agency).

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.9, and shall initially be the Bank.

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its Global Trust
Services Office for the benefit of the Securityholders in which all amounts paid
in respect of the Debentures will be held and from which the Property Trustee,
through the Paying Agent, shall make payments to the Securityholders in
accordance with Sections 4.1 and 4.2.

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

     "Preferred Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $1,000 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

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

     "Property Trustee" means the Person identified as the "Property Trustee" in
the preamble to this Trust Agreement solely in its capacity as Property Trustee
of the Trust heretofore formed and continued hereunder and not in its individual
capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as herein provided.

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

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions (including Additional Amounts, if applicable) to the Redemption
Date, plus the


                                      -8-
<PAGE>
 
related amount of the premium, if any, paid by the Depositor upon the concurrent
redemption of a Like Amount of Debentures, allocated on a pro rata basis (based
on Liquidation Amounts) among the Trust Securities.

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

     "Responsible Officer" means, with respect to a Trustee, any Vice President,
any Assistant Vice President, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, or any other officer of the Corporate Trust Office of such
Trustee, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

     "Securityholder" or "Holder" means a Person in whose name a Trust Security
or Trust Securities is registered in the Securities Register; any such Person
shall be deemed to be a beneficial owner within the meaning of the Delaware
Business Trust Act; provided, however, that in determining whether the Holders
of the requisite amount of Preferred Securities have voted on any matter
provided for in this Trust Agreement, then for the purpose of any such
determination, so long as Definitive Preferred Securities Certificates have not
been issued, the term "Securityholders" or "Holders" as used herein shall refer
to the Owners.

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

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

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

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



                                      -9-
<PAGE>
 
     "Trust Security" means any one of the Common Securities or the Preferred
Securities.

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

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

     "Underwriting Agreement" means the Underwriting Agreement, dated January
__, 1997, among the Trust, the Depositor and the underwriters named therein.

                                  ARTICLE II.

                           Establishment of the Trust

     SECTION 2.1.  Name.

     The Trust continued hereby shall be known as "HL&P Capital Trust __," as
such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of Trust Securities and the other
Trustees, in which name the Trustees may conduct the business of the Trust, make
and execute contracts and other instruments on behalf of the Trust and sue and
be sued.  The Administrative Trustees may change the name of the Trust from time
to time following written notice to the Holders.

     SECTION 2.2.  Office of the Delaware Trustee; Principal Place of Business; 
Agents for Service of Process.

     The address of the Delaware Trustee in the State of Delaware is The Bank of
New York (Delaware), White Clay Center, Route 273, Newark, Delaware, 19711,
Attention: Corporate Trust Department, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Depositor. The principal executive office of the Trust
is 200 West 9th Street Plaza, Box 2105, Wilmington, Delaware 19899. All agents 
for service of process for the Trust shall be located outside the State of 
Texas.

     SECTION 2.3.  Initial Contribution of Trust Property; Organizational
Expenses.

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



                                     -10-
<PAGE>
 
     SECTION 2.4.  Issuance of the Preferred Securities.

     On January __, 1997, the Depositor, on behalf of the Trust and pursuant to
the Original Trust Agreement, executed and delivered the Underwriting Agreement.
On the Closing Date, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2 and deliver in accordance with Section
5.11 Preferred Securities Certificates, registered in the name of the nominee of
the initial Clearing Agency, in an aggregate amount of __________ Preferred
Securities having an aggregate Liquidation Amount of $___________, against
receipt of such aggregate purchase price of such Preferred Securities of
$___________, which amount the Administrative Trustee shall promptly deliver to
the Property Trustee.

     SECTION 2.5.  Issuance of the Common Securities; Subscription and Purchase
of Debentures.

     On the Closing Date, an Administrative Trustee, on behalf of the Trust,
shall execute in accordance with Section 5.2 and deliver to the Depositor Common
Securities Certificates, registered in the name of the Depositor, in an
aggregate amount of ______ Common Securities having an aggregate Liquidation
Amount of $__________ against payment by the Depositor of such amount, which
amount such Administrative Trustee shall promptly deliver to the Property
Trustee. Contemporaneously therewith, an Administrative Trustee, on behalf of
the Trust, shall subscribe to and purchase from the Depositor Debentures,
registered in the name of the Trust and having an aggregate principal amount
equal to $___________, and, in satisfaction of the purchase price for such
Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the
Depositor the sum of $___________ (being the sum of the amounts delivered to the
Property Trustee pursuant to (a) the second sentence of Section 2.4 and (b) the
first sentence of this Section 2.5).

     SECTION 2.6.  Declaration of Trust.

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

                                     -11-
<PAGE>
 
     SECTION 2.7. Authorization to Enter into Certain Transactions.

     (a) The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Trust Agreement.  Subject to the limitations set forth in
paragraph (b) of this Section, Article VIII and in accordance with the following
provisions (i) and (ii), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees
under this Trust Agreement, and to perform all acts in furtherance thereof,
including without limitation, the following:

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

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

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

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

        (D) to bring or defend, pay, collect, compromise, arbitrate, resort to
     legal action, or otherwise adjust claims or demands of or against the Trust
     ("Legal Action"), unless pursuant to Section 2.7(a)(ii)(E), the Property
     Trustee has the power to bring such Legal Action;

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

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

                                     -12-
<PAGE>
 
        (G) to give the certificate to the Property Trustee required by 
     (S) 314(a)(4) of the Trust Indenture Act, which certificate may be executed
     by any Administrative Trustee;

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

        (I) 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
     Securityholders or to enable the Trust to effect the purposes for which the
     Trust has been created;

        (J) 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;

        (K) to issue and sell the Trust Securities;

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

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

        (N) to assist in the listing, if any, of the Preferred Securities upon
     such securities exchange or exchanges or automated quotation system or
     systems as shall be determined by the Depositor and the registration of the
     Preferred Securities under the Securities Exchange Act of 1934, as amended,
     and the preparation and filing of all periodic and other reports and other
     documents pursuant to the foregoing;

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

        (P) to appoint a Paying Agent, authenticating agent and Securities
     Registrar in accordance with this Trust Agreement;

                                     -13-
<PAGE>
 
           (Q) to register transfers of the Trust Securities in accordance with
     this Trust Agreement;

           (R) in connection with the winding up of the affairs of and
     liquidation of the Trust, to prepare, execute and file the certificate of
     cancellation with the Secretary of State of the State of Delaware;

           (S) to execute and deliver any closing certificates pursuant to the
     Underwriting Agreement and to make application for a taxpayer
     identification number for the Trust;

           (T) unless otherwise determined by the Depositor, the Property
     Trustee or the Administrative Trustees, or as otherwise required by the
     Delaware Business Trust Act or the Trust Indenture Act, to execute on
     behalf of the Trust (either acting alone or together with any or all of the
     Administrative Trustees) any documents that the Administrative Trustees
     have the power to execute pursuant to this Trust Agreement; and

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

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

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

           (B) upon notice of distribution issued by the Administrative Trustees
     in accordance with the terms of this Trust Agreement, to engage in such
     ministerial activities as shall be necessary or appropriate to effect
     promptly the distribution pursuant to terms of this Trust Agreement of
     Debentures to Securityholders;

           (C) subject to the terms hereof, exercise all of the rights, powers
     and privileges of a holder of the Debentures under the Indenture and, if a
     Debenture Event of Default occurs and is continuing, shall enforce for the
     benefit of, and subject to the rights of, the Securityholders, its rights
     as holder of the Debentures under the Indenture;

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

                                     -14-
<PAGE>
 
           (E) take any Legal Action specifically required of the Property
     Trustee pursuant to the terms of this Trust Agreement which arises out of
     or in connection with an Event of Default or the Property Trustee's duties
     and obligations under this Trust Agreement, the Delaware Business Trust Act
     or the Trust Indenture Act;

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

           (G) the receipt of and holding of legal title to the Debentures as
     described herein;

           (H) the establishment of the Payment Account;

           (I) the receipt of the Debentures;

           (J) the collection of interest, principal and any other payments
     made in respect of the Debentures and the holding of such amounts in the
     Payment Account;

           (K) the distribution through the Paying Agent of amounts owed to the
     Securityholders in respect of the Trust Securities;

           (L) the exercise of all of the rights, powers and privileges of a
     holder of the Debentures;
     
           (M) the sending of notices of default and other information regarding
     the Trust Securities and the Debentures to the Securityholders in
     accordance with this Trust Agreement;

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

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

           (P) after an Event of Default (other than under paragraph (b), (c),
     (d) or (e) of the definition of such term if such Event of Default is by or
     with respect to the Property Trustee) the taking of any action incidental
     to the foregoing as the Property Trustee may from time to time determine is
     necessary or advisable to give effect to the terms of this Trust Agreement
     and protect and conserve the Trust Property for the benefit of the
     Securityholders (without consideration of the effect of any such action on
     any particular Securityholder); and

                                     -15-
<PAGE>
 
           (P) except as otherwise provided in this Section 2.7(a)(ii), the
         Property Trustee shall have none of the duties, liabilities, powers or
         the authority of the Administrative Trustees set forth in Section
         2.7(a)(i).

     (b) So long as this Trust Agreement remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby.  In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement, (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Securityholders,
except as expressly provided herein, (iii) take any action that would cause the
Trust to be classified as an association taxable as a corporation or as other
than a grantor trust for United States federal income tax purposes, (iv) incur
any indebtedness for borrowed money or issue any other debt, (v) take or consent
to any action that would result in the placement of a Lien on any of the Trust
Property, (vi) issue any securities other than the Trust Securities, (vii) have
any power to, or agree to any action by the Depositor that would, vary the
investment (within the meaning of Treasury Regulation Section 301.7701-4(c)) of
the Trust or of the Securityholders or (viii) on or after the date hereof, enter
into any contract or agreement for or on behalf of the Trust (other than the
Certificate Depository Agreement or any other depositary agreement or any
agreement with any securities exchange or automated quotation system) that does
not expressly provide that the Holders of the Preferred Securities, in their
capacities as such, have limited liability (in accordance with the provisions of
the Delaware Business Trust Act) for the liabilities and obligations of the
Trust, which express provision may be in the following form, "The Holders of the
Preferred Securities, in their capacities as such, shall not be personally
liable for any liabilities or obligations of the Trust arising out of this
Agreement, and the parties hereto hereby agree that the Holders of the Preferred
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware". The Administrative Trustees shall defend all claims and demands of
all Persons at any time claiming any Lien on any of the Trust Property adverse
to the interest of the Trust or the Securityholders in their capacity as
Securityholders. All actions taken by the Administrative Trustees will be taken
outside the State of Texas.

     (c) In connection with the issue and sale of the Preferred Securities, the
Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor or the Trust in furtherance of the following prior to the
date of this Trust Agreement are hereby ratified and confirmed in all respects
without any further act, vote or approval of any Person notwithstanding any
other provision of this Agreement, the Delaware Business Trust Act or other
applicable law, rule or regulation):

         (i)  the preparation and filing by the Trust with the Commission and
     the execution on behalf of the Trust of a registration statement on the
     appropriate form in relation to the Preferred Securities, the Debentures
     and the Guarantee, and certain other securities which could have been
     issued in lieu of the Preferred Securities, including any amendments
     thereto;

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

         (iii)  if deemed desirable by the Depositor, the preparation for filing
     by the Trust and execution on behalf of the Trust of an application to the
     New York Stock Exchange or 

                                     -16-
<PAGE>
 
     any other national stock exchange or the Nasdaq National Market or any
     other automated quotation system for listing upon notice of issuance of any
     Preferred Securities and filing with such exchange or self-regulatory
     organization such notifications and documents as may be necessary from time
     to time to maintain such listing;

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

          (v)  the negotiation of the terms of, the execution and delivery of,
     and the performance of its obligations under, the Underwriting Agreement
     providing for the sale of the Preferred Securities; and

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

     (d)  Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be deemed to be an "investment
company" required to be registered under the 1940 Act, or to be classified as an
association taxable as a corporation or as other than a grantor trust for United
States federal income tax purposes and so that the Debentures will be treated as
indebtedness of the Depositor for United States federal income tax purposes.  In
this connection, the Depositor and the Administrative Trustees are authorized to
take any action, not inconsistent with applicable law, the Certificate of Trust
or this Trust Agreement, that each of the Depositor and any Administrative
Trustee determines in its discretion to be necessary or desirable for such
purposes, as long as such action does not adversely affect in any material
respect the interests of the Holders of the Preferred Securities.

     SECTION 2.8.  Assets of Trust.

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

     SECTION 2.9.  Title to Trust Property.

     Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee in trust for the benefit of the Trust and the
Securityholders in accordance with this Trust Agreement.  The right, title and
interest of the Property Trustee to the Debentures shall vest automatically in
each Person who may thereafter be appointed as Property Trustee in accordance
with the terms hereof.  Such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered.

                                     -17-
<PAGE>
 
                                  ARTICLE III.

                                Payment Account

      SECTION 3.1.  Payment Account.

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

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


                                  ARTICLE IV.

                           Distributions; Redemption

      SECTION 4.1.  Distributions.

     (a) The Trust Securities represent undivided beneficial interests in the
Trust Property, and Distributions (including any Additional Amounts) will be
made on the Trust Securities at the rate and on the dates that payments of
interest (including any Additional Interest, as defined in the Indenture) are
made on the Debentures.  Accordingly:

          (i) Distributions on the Trust Securities shall be cumulative, and
     will accumulate whether or not there are funds of the Trust available for
     the payment of Distributions. Distributions shall accumulate from ________
     __, 199_, and, except in the event (and to the extent) that the Depositor
     exercises its right to defer the payment of interest on the Debentures
     pursuant to the Indenture, shall (assuming that payments of interest on the
     Debentures are made when due) be payable semiannually in arrears on
     _________ __ and _________ __ of each year, commencing on _________ __,
     199_. If any date on which a Distribution is otherwise payable on the Trust
     Securities is not a Business Day, then the payment of such Distribution
     shall be made on the next succeeding day that is a Business Day (and
     without any interest or other payment in respect of any such delay) except
     that, if such Business Day is in the next succeeding calendar year, payment
     of such Distribution

                                     -18-
<PAGE>
 
     shall be made on the immediately preceding Business Day, in each case with
     the same force and effect as if made on such date (each date on which
     Distributions are payable in accordance with this Section 4.1(a), a
     "Distribution Date").

          (ii) Assuming payments of interest on the Debentures are made when due
     (and before giving effect to Additional Amounts, if applicable),
     Distributions on the Trust Securities shall be payable at a rate of _____%
     per annum of the Liquidation Amount of the Trust Securities. The amount of
     Distributions payable for any full Distribution period shall be computed on
     the basis of a 360-day year of twelve 30-day months. The amount of
     Distributions for any partial period shall be computed on the basis of a
     360-day year of twelve 30-day months and the number of days elapsed in a
     partial month. The amount of Distributions payable for any period shall
     include the Additional Amounts, if any.

          (iii) Distributions on the Trust Securities shall be made by the
     Property Trustee from the Payment Account and shall be payable on each
     Distribution Date only to the extent that the Trust has funds then on hand
     and available in the Payment Account for the payment of such Distributions.

     (b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities at the close of business on the relevant
record date, which shall be at the close of business on the Business Day
immediately preceding such Distribution Date; provided, however, that in the
event that the Preferred Securities do not remain in book-entry-only form, the
relevant record date shall be the close of business on the [first] [fifteenth]
day of the month [of] [immediately preceding] the relevant Distribution Date
(whether or not such record date is a Business Day).

     SECTION 4.2.  Redemption.

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

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

         (i)   the Redemption Date;

         (ii)  the Redemption Price;

         (iii) the CUSIP number;


                                     -19-
<PAGE>
 
          (iv) if  less than all the Outstanding Trust Securities are to be
     redeemed, the identification and the aggregate Liquidation Amount of the
     particular Trust Securities to be redeemed;

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

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

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

     (d)  If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, so long as the
Preferred Securities are in book-entry-only form, irrevocably deposit with the
Clearing Agency for the Preferred Securities funds sufficient to pay the
applicable Redemption Price, and an Administrative Trustee or the Property
Trustee will give such Clearing Agency irrevocable instructions and authority to
pay the Redemption Price to the Holders thereof.  If the Preferred Securities
are no longer in book-entry-only form, the Property Trustee, subject to Section
4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay
the applicable Redemption Price and will give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the Holders thereof
upon surrender of their Preferred Securities Certificates.  Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities called for redemption shall be payable to the Holders of such
Trust Securities as they appear on the Securities Register for the Trust
Securities on the relevant record dates for the related Distribution Dates.  If
notice of redemption shall have been given and funds deposited as required, then
upon the date of such deposit, all rights of Securityholders holding Trust
Securities so called for redemption will cease, except the right of such
Securityholders to receive the Redemption Price and any Distribution payable on
or prior to the Redemption Date, but without interest thereon, and such Trust
Securities will cease to be outstanding. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date. In the event
that payment of the Redemption Price in respect of any Trust Securities called
for redemption is improperly withheld or refused and not paid either by the
Trust or by the Depositor pursuant to the Guarantee,

                                     -20-
<PAGE>
 
Distributions on such Trust Securities will continue to accumulate, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid, in
which case the actual payment date will be the date fixed for redemption for
purposes of calculating the Redemption Price.

     (e) Payment of the Redemption Price on the Trust Securities shall be made
to the recordholders thereof as they appear on the Securities Register for the
Trust Securities at the close of business on the relevant record date, which
shall be at the close of business on the Business Day immediately preceding the
relevant Redemption Date; provided, however, that in the event that the
Preferred Securities do not remain in book-entry-only form, the relevant record
date shall be the close of business on the date fifteen days prior to the
relevant Redemption Date.

     (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Property Trustee from the Outstanding Preferred Securities not previously called
for redemption, by lot or by such other method as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to $1,000 or an integral multiple of $1,000 in excess
thereof) of the Liquidation Amount of Preferred Securities of a denomination
larger than $1,000. The Property Trustee shall promptly notify the Security
Registrar in writing of the Preferred Securities selected for redemption and, in
the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to the
redemption of Preferred Securities shall relate, in the case of any Preferred
Securities redeemed or to be redeemed only in part, to the portion of the
Liquidation Amount of Preferred Securities that has been or is to be redeemed.

     SECTION 4.3.  Subordination of Common Securities.

     (a) Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price of, the Trust Securities, as applicable, shall be
made, among the Common Securities and the Preferred Securities based on the
Liquidation Amount of the Trust Securities pursuant to Section 4.2(f); provided,
however, that if on any Distribution Date or Redemption Date any Event of
Default resulting from a Debenture Event of Default shall have occurred and be
continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions (including Additional Amounts, if applicable) on all
Outstanding Preferred Securities for all Distribution periods terminating on or
prior thereto, or in the case of payment of the Redemption Price, the full
amount of such Redemption Price on all Outstanding Preferred Securities then
called for redemption, shall have been made or provided for,

                                     -21-
<PAGE>
 
and all funds immediately available to the Property Trustee shall first be
applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or the Redemption Price of, Preferred
Securities then due and payable.

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

     SECTION 4.4.  Payment Procedures.

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

     SECTION 4.5.  Tax Returns and Reports.

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

     SECTION 4.6.  Payment of Taxes, Duties, Etc. of the Trust.

     Upon receipt under the Debentures of Additional Sums, the Property Trustee
shall promptly pay any taxes, duties or governmental charges of whatsoever
nature (other than withholding taxes) imposed on the Trust by the United States
or any other taxing authority; provided, however, that

                                     -22-
<PAGE>
 
under no circumstances shall the Property Trustee have any liability for such
sums, including non-receipt of any Additional Sums under the Debentures.

     SECTION 4.7.  Payments under Indenture or Pursuant to Direct Actions.

     Any amount payable hereunder to any Holder of Preferred Securities (and any
Owner with respect thereto) shall be reduced by the amount of any corresponding
payment such Holder (and Owner) has directly received pursuant to Section 5.8 of
the Indenture or Section 5.14 of this Trust Agreement.

                                   ARTICLE V.

                         Trust Securities Certificates

     SECTION 5.1.  Initial Ownership.

     Upon the formation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

     SECTION 5.2.  The Trust Securities Certificates.
 
     The Preferred Securities Certificates shall be issued in minimum
denominations of $1,000 Liquidation Amount and integral multiples of $1,000 in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $1,000 Liquidation Amount and integral multiples thereof.  The
Trust Securities Certificates shall be executed on behalf of the Trust by manual
signature of at least one Administrative Trustee.  Trust Securities Certificates
bearing the manual signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Trust,
shall be validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates.  A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

     SECTION 5.3.  Execution and Delivery of Trust Securities Certificates.

     On the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or
upon the written order of the Depositor, signed by its chairman of the board and
chief executive officer, its president, any executive vice president, any senior
vice

                                     -23-
<PAGE>
 
president or any vice president, treasurer or assistant treasurer or controller
without further corporate action by the Depositor, in authorized denominations.

     SECTION 5.4.  Registration of Transfer and Exchange of Preferred
Securities Certificates.

     The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the "Securities Register") in which the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided.  The Bank shall be the initial
Securities Registrar.

     Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee or
Trustees.

     The Securities Registrar shall not be required to register the transfer of
any Preferred Securities that have been called for redemption.  The 
Administrative Trustee shall not be required to issue, transfer or exchange any 
Preferred Securities that have been called for redemption. At the option of
a Holder, Preferred Securities Certificates may be exchanged for other Preferred
Securities Certificates in authorized denominations of the same class and of a
like aggregate Liquidation Amount upon surrender of  the Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 5.8.

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

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

     SECTION 5.5.  Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction,

                                     -24-
<PAGE>
 
loss or theft of any Trust Securities Certificate and (b) there shall be
delivered to the Securities Registrar and the Administrative Trustees such
security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Trust Securities Certificate shall have
been acquired by a bona fide purchaser, the Administrative Trustees, or any one
of them, on behalf of the Trust, shall execute and make available for delivery,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Trust Securities Certificate, a new Trust Securities Certificate of like class,
tenor and denomination.  In connection with the issuance of any new Trust
Securities Certificate under this Section, the Administrative Trustees or the
Securities Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Any duplicate Trust Securities Certificate issued pursuant to this Section shall
constitute conclusive evidence of an undivided beneficial interest in the assets
of the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Securities Certificate shall be found at any time.

     SECTION 5.6.  Persons Deemed Securityholders.

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

     SECTION 5.7.  Access to List of Securityholders' Names and Addresses.

     The Administrative Trustees or the Depositor shall furnish or cause to be
furnished (a) to the Property Trustee, semiannually, not more than 15 days after
______________ __ and ______________ __ in each year, a list, in such form as
the Property Trustee may reasonably require, of the names and addresses of the
Securityholders as of such ____________ __ and _____________ __ and (b) to the
Property Trustee, promptly after receipt by any Administrative Trustee or the
Depositor of a request therefor from the Property Trustee in order to enable the
Property Trustee, to discharge its obligations under this Trust Agreement, in
each case to the extent such information is in the possession or control of the
Administrative Trustees or the Depositor and is not identical to a previously
supplied list or has not otherwise been received by the Property Trustee in its
capacity as Securities Registrar. The rights of Securityholders to communicate
with other Securityholders with respect to their rights under this Trust
Agreement or under the Trust Securities, and the corresponding rights of the
Trustee, shall be as provided in the Trust Indenture Act. Each Holder, by
receiving and holding a Trust Securities Certificate, and each Owner shall be
deemed to have agreed not to hold the Depositor, the Property Trustee, the
Delaware Trustee or the Administrative Trustees accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

                                     -25-
<PAGE>
 
     SECTION 5.8.  Maintenance of Office or Agency.

     The Administrative Trustees shall maintain an office or offices or agency
or agencies where Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate The Bank of New York, 101 Barclay
Street, Floor 21 West, New York, New York 10286, Attn.: Corporate Trust Trustee
Administration, as its principal corporate trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor, the
Bank and the Securityholders of any change in the location of the Securities
Register or any such office or agency.

     SECTION 5.9.  Appointment of Paying Agent.

     The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees.  Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account solely for the
purpose of making the Distributions referred to above.  The Administrative
Trustees may revoke such power and remove the Paying Agent if such Trustees
determine in their sole discretion that the Paying Agent shall have failed to
perform its obligations under this Trust Agreement in any material respect.  The
Paying Agent shall initially be the Bank, and any co-paying agent chosen by the
Bank, and acceptable to the Administrative Trustees and the Depositor.  Any
Person acting as Paying Agent shall be permitted to resign as Paying Agent upon
30 days' written notice to the Administrative Trustees, the Property Trustee and
the Depositor.  In the event that the Bank shall no longer be the Paying Agent
or a successor Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor that is acceptable to the
Property Trustee and the Depositor to act as Paying Agent (which shall be a bank
or trust company). The Administrative Trustees shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders.  The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee.  The provisions of
Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as
Paying Agent, for so long as the Bank shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder.  Any reference
in this Agreement to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

     SECTION 5.10.  Ownership of Common Securities by Depositor.

     On the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. The Holder of the Common Securities
may not transfer the Common Securities except (a) in connection with a
consolidation or merger of the Depositor into any other Person, or any

                                     -26-
<PAGE>
 
conveyance, transfer or lease by the Depositor of its properties and assets
substantially as an entirety to any Person, pursuant to Section 8.1 of the
Indenture, or (b) to the Depositor or an Affiliate thereof in compliance with
applicable law (including the Securities Act of 1933, as amended, and applicable
state securities and blue sky laws), and in either case only upon an effective
assignment and delegation by the Holder of the Common Securities to its
transferee of all of its rights and obligations under the Expense Agreement. To
the fullest extent permitted by law, any attempted transfer of the Common
Securities other than as set forth in the next preceding sentence shall be void.
The Administrative Trustees shall cause each Common Securities Certificate
issued to the Depositor to contain a legend stating substantially "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE
DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.10 OF THE TRUST
AGREEMENT AND ONLY IN CONNECTION WITH A SIMULTANEOUS DELEGATION AND ASSIGNMENT
OF THE EXPENSE AGREEMENT REFERRED TO THEREIN."

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

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

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

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

          (iii)  to the extent that the provisions of this Section 5.11 conflict
     with any other provisions of this Trust Agreement, the provisions of this
     Section 5.11 shall control; and

          (iv) the rights of the Owners of the Book-Entry Preferred Securities
     Certificates shall be exercised only through the Clearing Agency and shall
     be limited to those established

                                     -27-
<PAGE>
 
      by law and agreements between such Owners and the Clearing Agency and/or
      the Clearing Agency Participants. Pursuant to the Certificate Depository
      Agreement, unless and until Definitive Preferred Securities Certificates
      are issued pursuant to Section 5.13, the initial Clearing Agency will make
      book-entry transfers among the Clearing Agency Participants and receive
      and transmit payments on the Preferred Securities to such Clearing Agency
      Participants.

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

      SECTION 5.12.  Notices to Clearing Agency.

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

      SECTION 5.13.  Definitive Preferred Securities Certificates.

      If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Preferred Securities Certificates, and the Depositor is
unable to locate a qualified successor, (b) the Depositor at its option advises
the Trustees in writing that it elects to terminate the book-entry system
through the Clearing Agency or (c) after the occurrence of a Debenture Event of
Default, Owners of Preferred Securities Certificates representing beneficial
interests aggregating at least a majority of the Liquidation Amount advise the
Administrative Trustees in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interest of the Owners of
Preferred Securities Certificates, then the Administrative Trustees shall notify
the Clearing Agency and the other Trustees and the Clearing Agency shall notify
all Owners of Preferred Securities Certificates of the occurrence of any such
event and of the availability of the Definitive Preferred Securities
Certificates to Owners of such class or classes, as applicable, requesting the
same.  Upon surrender to the Administrative Trustees of the typewritten
Preferred Securities Certificate or Certificates representing the Book-Entry
Preferred Securities Certificates by the Clearing Agency, accompanied by
registration instructions, the Administrative Trustees, or any one of them,
shall execute the Definitive Preferred Securities Certificates in accordance
with the instructions of the Clearing Agency.  Neither the Securities Registrar
nor the Trustees shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be fully protected in relying on, such
instructions.  Upon the issuance of Definitive Preferred Securities
Certificates, the Trustees shall recognize the Holders of the Definitive
Preferred Securities Certificates as Securityholders.  The Definitive Preferred
Securities Certificates shall be typewritten, printed, lithographed or engraved
or may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees that meets the requirements of any stock exchange or
automated quotation system on which the


                                     -28-
<PAGE>
 
Preferred Securities are then listed or approved for trading, as evidenced by
the execution thereof by the Administrative Trustees or any one of them.

      SECTION 5.14.  Rights of Securityholders.

      (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property, giving only the rights
specifically set forth therein and in this Trust Agreement.  The Trust
Securities shall have no preemptive or similar rights and, when issued and
delivered to Securityholders against payment of the purchase price therefor,
will be fully paid and nonassessable by the Trust.  The Holders of the Trust
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

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

      At any time after a declaration of acceleration with respect to the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as in the Indenture
provided, if the Property Trustee fails to annul any such declaration and waive
such default, the Holders of a majority in Liquidation Amount of the Preferred
Securities, by written notice to the Property Trustee, the Depositor and the
Debenture Trustee, may rescind and annul such declaration and its consequences
if:

             (i) the Depositor has paid or deposited with the Debenture Trustee
       a sum sufficient to pay

                 (A) all overdue installments of interest (including any
             Additional Interest (as defined in the Indenture)) on all of the
             Debentures,

                 (B) the principal of (and premium, if any, on) any Debentures
             which have become due otherwise than by such declaration of
             acceleration and interest thereon at the rate borne by the
             Debentures, and

                                     -29-
<PAGE>
 
                 (C) all sums paid or advanced by the Debenture Trustee under
             the Indenture and the reasonable compensation, expenses,
             disbursements and advances of the Debenture Trustee and the
             Property Trustee, their agents and counsel; and

             (ii) all Events of Default with respect to the Debentures, other
       than the nonpayment of the principal of the Debentures which has become
       due solely by such acceleration, have been cured or waived as provided in
       Section 5.13 of the Indenture.
       
       The holders of a majority in aggregate Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default under the Indenture, except a default in the
payment of principal or interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debenture Trustee) or
a default in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the consent of the holder of each outstanding
Debenture. No such rescission shall affect any subsequent default or impair any
right consequent thereon.

       Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of the Preferred
Securities all or part of which is represented by Book-Entry Preferred
Securities Certificates, a record date shall be established for determining
Holders of Outstanding Preferred Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice.  The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect.  Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

       (c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 5.1(1)
or 5.1(2) of the Indenture, any Holder of Preferred Securities shall have the
right to institute a proceeding directly against the Depositor, pursuant to
Section 5.8 of the Indenture, for enforcement of payment to such Holder of any
amounts payable in respect of Debentures having an aggregate principal amount
equal to the aggregate Liquidation Amount of the Preferred Securities of such
Holder (a "Direct Action").  Except as set forth in Section 5.14(b) and this
Section 5.14(c), the Holders of Preferred Securities shall have no


                                     -30-
<PAGE>
 
right to exercise directly any right or remedy available to the holders of, or
in respect of, the Debentures.

       (d) Except as otherwise provided in paragraphs (a), (b) and (c) of this
Section 5.14, the Holders of at least a majority in aggregate Liquidation Amount
of the Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default or Event of Default and its consequences.
Upon such waiver, any such default or Event of Default shall cease to exist, and
any default or Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Trust Agreement, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

       SECTION 5.15. CUSIP Numbers.

       The Trust in issuing the 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; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the 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 Preferred Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Depositor shall promptly notify to the Property Trustee in writing of any
change in CUSIP numbers.

                                  ARTICLE VI.

                   Acts of Securityholders; Meetings; Voting

       SECTION 6.1.  Limitations on Voting Rights.

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

       (b) So long as any Debentures are held by the Property Trustee, on behalf
of the Trust, the Property Trustee shall not (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Debenture
Trustee, or execute any trust or power conferred on the Property Trustee with
respect to the Debentures, (ii) waive any past default that may be waived under
Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable or
(iv) consent to any amendment, modification or termination of the Indenture or
the Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of at least a majority in
Liquidation Amount of all Outstanding 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 written consent of each Holder of Preferred
Securities.  The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of Preferred Securities, except by a
subsequent vote of the Holders of Preferred Securities.  The Property Trustee
shall notify all Holders of the Preferred Securities of any notice of default
received from the Debenture Trustee with respect to the Debentures.  In addition
to obtaining the foregoing approvals of the Holders of the Preferred Securities,
prior to taking any of the foregoing actions, the Trustees shall, at the expense
of the Depositor, obtain an Opinion of Counsel experienced in such matters to
the effect that such action shall not cause the Trust to be


                                     -31-
<PAGE>
 
classified as an association taxable as a corporation or as other than a grantor
trust for United States federal income tax purposes.

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

       SECTION 6.2.  Notice of Meetings.

       Notice of all meetings of the Preferred Securityholders, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.10 to each Preferred Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

       SECTION 6.3.  Meetings of Preferred Securityholders.

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

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

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


                                     -32-
<PAGE>
 
       SECTION 6.4.  Voting Rights.

       Securityholders shall be entitled to one vote for each $1,000 of
Liquidation Amount represented by their Trust Securities in respect of any
matter as to which such Securityholders are entitled to vote.

       SECTION 6.5.  Proxies, Etc.

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

       SECTION 6.6.  Securityholder Action by Written Consent.

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

       SECTION 6.7.  Record Date for Voting and Other Purposes.

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


                                     -33-
<PAGE>
 
       SECTION 6.8.  Acts of Securityholders.

       Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made or
taken by Securityholders or Owners may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Securityholders
or Owners in person or by an agent duly appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to an Administrative Trustee.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders or
Owners signing such instrument or instruments.  Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor
of the Trustees, if made in the manner provided in this Section.

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

       The ownership of Trust Securities shall be proved by the Securities
Register.

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

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

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


                                     -34-
<PAGE>
 
       A Securityholder may institute a legal proceeding directly against the
Depositor under the Guarantee to enforce its rights under the Guarantee without
first instituting a legal proceeding against the Trust or any person or entity.

       SECTION 6.9.  Inspection of Records.

       Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection by Securityholders
during normal business hours for any purpose reasonably related to such
Securityholder's interest as a Securityholder.

                                  ARTICLE VII.

                         Representations and Warranties

       SECTION 7.1.  Representations and Warranties of the Property Trustee and
the Delaware Trustee.

       The Property Trustee and the Delaware Trustee, each severally on behalf
of and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Securityholders that:

       (a) the Property Trustee is a New York banking corporation and is in good
standing under the laws of the State of New York;

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

       (c) the Delaware Trustee is a banking corporation duly organized, validly
existing and in good standing in the State of Delaware;

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

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

       (f) the execution, delivery and performance of this Trust Agreement has
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the


                                     -35-
<PAGE>
 
Delaware Trustee and does not require any approval of stockholders of the
Property Trustee and the Delaware Trustee and such execution, delivery and
performance will not (i) violate the charter or by-laws of the Property Trustee
or the Delaware Trustee, (ii) violate any provision of, or constitute, with or
without notice or lapse of time, a default under, or result in the creation or
imposition of, any Lien on any properties included in the Trust Property
pursuant to the provisions of, any indenture, mortgage, credit agreement,
license or other agreement or instrument to which the Property Trustee or the
Delaware Trustee is a party or by which it is bound or (iii) violate any law,
governmental rule or regulation of the United States or the State of Delaware,
as the case may be, governing the banking or trust powers of the Property
Trustee or the Delaware Trustee (as appropriate in context) or any order,
judgment or decree applicable to the Property Trustee or the Delaware Trustee;

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

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

       SECTION 7.2.  Representations and Warranties of Depositor.

       The Depositor hereby represents and warrants for the benefit of the
Securityholders that:
     
       (a) the Trust Securities Certificates issued on the Closing Date on
behalf of the Trust have been duly authorized and will have been duly and
validly executed, issued and delivered by the Trustees pursuant to the terms and
provisions of, and in accordance with the requirements of, this Trust Agreement,
and the Securityholders will be, as of each such date, entitled to the benefits
of this Trust Agreement; and

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


                                      -36-
<PAGE>
 
                                 ARTICLE VIII.
                                  
                                 The Trustees

       SECTION 8.1.  Certain Duties and Responsibilities.
       
       (a) The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act.  Notwithstanding the foregoing, but subject to Section
8.1(c), no provision of this Trust Agreement shall require any of the Trustees
to expend or risk its or their own funds or otherwise incur any financial
liability in the performance of any of their duties hereunder, or in the
exercise of any of its or their rights or powers, if it or they shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section
8.1.  Nothing in this Trust Agreement shall be construed to release an
Administrative Trustee from liability for his or her own negligent action, his
or her own negligent failure to act, or his or her own willful misconduct.  To
the extent that, at law or in equity, an Administrative Trustee has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or to
the Securityholders, such Administrative Trustee shall not be liable to the
Trust or to any Securityholder for such Trustee's good faith reliance on the
provisions of this Trust Agreement.  The provisions of this Trust Agreement, to
the extent that they restrict the duties and liabilities of the Administrative
Trustees otherwise existing at law or in equity, are agreed by the Depositor and
the Securityholders to replace such other duties and liabilities of the
Administrative Trustees.

       (b) All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof.  Each
Securityholder, by its acceptance of a Trust Security, agrees that it will look
solely to the revenue and proceeds from the Trust Property to the extent legally
available for distribution to it as herein provided and that the Trustees, their
officers, directors, shareholders and agents are not personally liable to it for
any amount distributable in respect of any Trust Security or for any other
liability in respect of any Trust Security.  This Section 8.1(b) does not limit
the liability of the Trustees expressly set forth elsewhere in this Trust
Agreement or, in the case of the Property Trustee, in the Trust Indenture Act.

       (c) If an Event of Default has occurred and is continuing, the
Property Trustee shall enforce this Trust Agreement for the benefit of the
Holders.

       (d) The Property Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Trust Agreement (including pursuant to Section 10.11), and no


                                     -37-
<PAGE>
 
implied covenants shall be read into this Trust Agreement against the Property
Trustee. If an Event of Default has occurred (that has not been cured or waived
pursuant to Section 5.14), the Property Trustee shall exercise such of the
rights and powers vested in it by this Trust Agreement, and use the same degree
of care and skill in its exercise thereof, as a prudent person would exercise or
use under the circumstances in the conduct of his or her own affairs.

       (e) No provision of this Trust Agreement shall be construed to relieve
the Property Trustee or the Delaware 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 any 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 Trust Agreement
       (including pursuant to Section 10.11), and the Property Trustee shall not
       be liable except for the performance of such duties and obligations as
       are specifically set forth in this Trust Agreement (including pursuant to
       Section 10.11); and

               (B) in the absence of bad faith on the part of the Property
       Trustee, the Property Trustee may conclusively rely, as to the truth of
       the statements and the correctness of the opinions expressed therein,
       upon any certificates or opinions furnished to the Property Trustee and
       conforming to the requirements of this Trust Agreement; but in the case
       of any such certificates or opinions that by any provision hereof or of
       the Trust Indenture Act 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 Trust Agreement.

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

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

           (iv) the Property Trustee's sole duty with respect to the custody,
       safe keeping and physical preservation of the Debentures and the Payment
       Account shall be to deal with such property in a similar manner as the
       Property Trustee deals with similar property for its own


                                     -38-
<PAGE>
 
       account, subject to the protections and limitations on liability afforded
       to the Property Trustee under this Trust Agreement and the Trust
       Indenture Act;

           (v) the Property Trustee shall not be liable for any interest on any
       money received by it except as it may otherwise agree in writing with the
       Depositor; and money held by the Property Trustee need not be segregated
       from other funds held by it except in relation to the Payment Account
       maintained by the Property Trustee pursuant to Section 3.1 and except to
       the extent otherwise required by law;

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

           (vii) Subject to Section 8.1(c), no provision of this Trust Agreement
       shall require the Property Trustee to expend or risk its own funds or
       otherwise incur personal financial liability in the performance of any of
       its duties or in the exercise of any of its rights or powers, if the
       Property Trustee shall have reasonable grounds for believing that the
       repayment of such funds or liability is not reasonably assured to it
       under the terms of this Trust Agreement or adequate indemnity against
       such risk or liability is not reasonably assured to it.

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

       SECTION 8.2.  Certain Notices.

       Within ten Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.10, notice of such Event of Default to the Securityholders, the
Administrative Trustees and the Depositor, unless such Event of Default shall
have been cured or waived.

       Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Debentures
pursuant to the Indenture, the Administrative Trustee shall transmit, in the
manner and to the extent provided in Section 10.10, notice of such exercise to
the Securityholders and the Property Trustee, unless such exercise shall have
been revoked.



                                     -39-
<PAGE>
 
       SECTION 8.3.  Certain Rights of Property Trustee.
       
       Subject to the provisions of Section 8.1:
       
       (a) the Property Trustee may rely and shall be protected in acting or
refraining from acting in good faith upon any resolution, Opinion of Counsel,
certificate, written representation of a Holder or transferee, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

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

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

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

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


                                     -40-
<PAGE>
 
       (f) the Property Trustee may consult with counsel of its selection (which
counsel may be counsel to the Depositor or any of its Affiliates, and may
include any of its employees) and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice; the Property Trustee shall have the right at any
time to seek instructions concerning the administration of this Trust Agreement
from any court of competent jurisdiction;

       (g) the Property Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Securityholders, pursuant to this Trust Agreement,
unless such Securityholders shall have offered to the Property Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;
provided that, nothing contained in this Section 8.3(g) shall be taken to
relieve the Property Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by this Trust
Agreement;

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

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

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

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

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

       (m) the Property Trustee shall not be deemed to have notice of any Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Preferred Securities and this Trust Agreement.

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


                                     -41-
<PAGE>
 
to exercise any such right, power, duty or obligation.  No permissive power or
authority available to any Trustee shall be construed to be a duty.

       SECTION 8.4.  Not Responsible for Recitals or Use of Proceeds.

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

       SECTION 8.5.  May Hold Securities.

       Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13, and, except as provided in the
definition of the term "Outstanding" in Article I,  may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

       SECTION 8.6.  Compensation; Indemnity; Fees.

       (a) The Depositor agrees:

       (1) to pay to the Property Trustee and the Delaware Trustee from time to
time such reasonable compensation for all services rendered by them hereunder as
may be agreed by the Depositor and such Trustees from time to time (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);

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

       (3) to the fullest extent permitted by applicable law, to indemnify
and hold harmless (i) the Property Trustee and the Delaware Trustee, (ii) any
Affiliate of any such Trustee, (iii) any officer, director, shareholder,
employee, representative or agent of any such Trustee and (iv) any employee or
agent of the Trust or its Affiliates, (referred to herein as an "Indemnified
Person") from and against any and all loss, damage, liability, tax, penalty,
expense or claim of any kind or nature whatsoever incurred by such Indemnified
Person by reason of the creation, operation or termination of the Trust or any
act or omission performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of authority conferred on such Indemnified Person by this
Trust Agreement, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified
Person by reason of negligence, bad faith or misconduct with respect to such
acts or omissions.

       (b) The Trust shall:

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

       (2) except as otherwise expressly provided herein, reimburse the
Administrative Trustees upon request for all expenses, disbursements and
advances incurred or made by such Trustees (including compensation and the
expenses and disbursements of their agents and counsel); and

       (3) to the fullest extent permitted by applicable law, indemnity and hold
harmless (i) each Administrative Trustee, (ii) any Affiliate of each such 
Trustee and (iii) any officer, director, shareholder, employee, representative 
or agent of each such Trustee to the same extent as the Depositor has agreed 
to indemnify an Indemnified Person pursuant to Section 8.6(a)(3) above.

                                     -42-
<PAGE>
 
       (c) The provisions of this Section 8.6 shall survive the termination of
this Trust Agreement or the earlier termination or removal of any Trustee.

       No Trustee may claim any Lien on any Trust Property as a result of any
amount due pursuant to this Section 8.6.

       When any Trustee incurs expenses or renders services after an Event of 
Default specified in clause (e) of the definition of Event of Default occurs, 
the expenses and the compensation for the services are intended to constitute 
expenses of administration under the Bankruptcy Reform Act of 1978 or any 
successor statute.

       The Depositor and any 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 of Trust Securities shall have no rights by virtue of this Trust
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.  Neither the
Depositor, nor any Trustee, shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and the
Depositor or any 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 Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

       SECTION 8.7. Corporate Property Trustee Required; Eligibility of
                    Trustees.

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

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

       (c) There shall at all times be a Delaware Trustee with respect to the
Trust Securities. The Delaware Trustee shall either be (i) a natural person who
is at least 21 years of age and a resident of the State of Delaware or (ii) a
legal entity with its principal place of business in the State


                                     -43-
<PAGE>
 
of Delaware and that otherwise meets the requirements of applicable Delaware law
and that shall act through one or more persons authorized to bind such entity.

       SECTION 8.8.  Conflicting Interests.

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

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

       SECTION 8.9.  Co-Trustees and Separate Trustee.

       Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor and the Administrative
Trustees, by agreed action of the majority of such Trustees, shall have power to
appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements necessary
or proper to appoint, one or more Persons approved by the Property Trustee
either to act as co-trustee, jointly with the Property Trustee, of all or any
part of such Trust Property, or to the extent required by law to act as separate
trustee of any such property, in either case with such powers as may be provided
in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section.  If the Depositor
does not join in such appointment within 15 days after the receipt by it of a
request so to do, or in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee alone shall have power to make such
appointment.  Any co-trustee or separate trustee appointed pursuant to this
Section shall either be (a) a natural person who is at least 21 years of age and
a resident of the United States or (b) a legal entity with its principal place
of business in the United States that shall act through one or more persons
authorized to bind such entity.

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

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


                                     -44-
<PAGE>
 
          (a) The Trust Securities shall be executed by one or more of the
Administrative Trustees, and the Trust Securities shall be delivered by the
Property Trustee,  and all rights, powers, duties, and obligations hereunder in
respect of the custody of securities, cash and other personal property held by,
or required to be deposited or pledged with, the Property Trustee specified
hereunder shall be exercised solely by the Property Trustee and not by such co-
trustee or separate trustee.

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

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

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

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

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

          SECTION 8.10.  Resignation and Removal; Appointment of Successor.

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

          Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time by giving written notice thereof to the Securityholders
and by appointing a successor Relevant

                                     -45-
<PAGE>
 
Trustee.  The Relevant Trustee shall appoint a successor by requesting from at
least three Persons meeting the eligibility requirements its expenses and
charges to serve as the Relevant Trustee on a form provided by the
Administrative Trustees, and selecting the Person who agrees to the lowest
expenses and charges.  If the instrument of acceptance by the successor Trustee
required by Section 8.11 shall not have been delivered to the Relevant Trustee
within 60 days after the giving of such notice of resignation, the Relevant
Trustee may petition, at the expense of the Trust, any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

          Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Common
Security holder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and, in the case of the Property Trustee, on behalf of the
Trust). An Administrative Trustee may be removed by the Common Security holder
at any time. If the instrument of acceptance by the successor Trustee required
by Section 8.11 shall not have been delivered to the Relevant Trustee within 60
days after such removal, the Relevant Trustee may petition, at the expense of
the Trust, any court of competent jurisdiction for the appointment of a
successor Relevant Trustee.

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

          The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all
Securityholders, in the manner provided in Section 10.10 and shall give notice
to the Depositor and to the Administrative Trustees.  Each notice shall include
the name of the successor Relevant Trustee and the address of its Corporate
Trust Office if it is the Property Trustee.

                                     -46-
<PAGE>
 
          Notwithstanding the foregoing or any other provision of this Trust
Agreement, if any Administrative Trustee or a Delaware Trustee who is a natural
person dies or becomes, in the opinion of the Holder of the Common Securities,
incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by (a) the unanimous act of the remaining
Administrative Trustees if there are at least two of them or (b) otherwise by
the Depositor (with the successor in each case being a Person who satisfies the
eligibility requirement for the Administrative Trustees or the Delaware Trustee,
as the case may be, set forth in Section 8.7).

          SECTION 8.11.  Acceptance of Appointment by Successor.

          In case of the appointment hereunder of a successor Relevant Trustee,
the retiring Relevant Trustee and each successor Relevant Trustee with respect
to the Trust Securities shall execute and deliver an amendment hereto wherein
each successor Relevant Trustee shall accept such appointment and which (a)
shall contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Trust and (b) shall add to or change any of the
provisions of this Trust Agreement as shall be necessary to provide for or
facilitate the administration of the Trust by more than one Relevant Trustee, it
being understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee such retiring Relevant
Trustee shall duly assign, transfer and deliver to such successor Relevant
Trustee all Trust Property, all proceeds thereof and money held by such retiring
Relevant Trustee hereunder with respect to the Trust Securities and the Trust.

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

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

          SECTION 8.12.  Merger, Conversion, Consolidation or Succession to
Business.

          Any Person into which the Property Trustee or the Delaware Trustee may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided that such Person shall be otherwise

                                     -47-
<PAGE>
 
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 8.13.  Preferential Collection of Claims Against Depositor or
Trust.

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

          SECTION  8.14.  Trustee May File Proofs of Claim.

          In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Trust or any other obligor upon the Trust Securities
or the property of the Trust or of such other obligor or their creditors, the
Property Trustee (irrespective of whether any Distributions on the Trust
Securities shall then be due and payable and irrespective of whether the
Property Trustee shall have made any demand on the Trust for the payment of any
past due Distributions) shall be entitled and empowered, to the fullest extent
permitted by law, by intervention in such proceeding or otherwise:

          (a) to file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Trust Securities and to file
such other papers or documents as may be necessary or advisable in order to have
the claims of the Property Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel) and of the Holders allowed in such judicial proceeding, and

          (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

          Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or compensation affecting the
Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

                                     -48-
<PAGE>
 
          SECTION 8.15.  Reports by Property Trustee.

          (a) Not later than March 31 of each year commencing with March 31,
199_, the Property Trustee shall transmit to all Securityholders in accordance
with Section 10.10, and to the Depositor such reports as are required by Section
313 of the Trust Indenture Act, if any, in the form and in the manner provided 
by Section 313 of the Trust Indenture Act. The Property Trustee shall also 
comply with the requirements of Section 313(d) of the Trust Indenture Act.

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

          SECTION 8.16.  Reports to the Property Trustee.

          The Depositor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314(a) of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act. Delivery of such reports, information and documents to the Property Trustee
is for informational purposes only and the Property Trustee's receipt of such 
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Depositor's 
compliance with any of its covenants hereunder (as to which the Property Trustee
is entitled to rely exclusively on Officers' Certificates).

          SECTION 8.17.  Evidence of Compliance with Conditions Precedent.

          Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section 314 (c) of the Trust

                                     -49-
<PAGE>
 
Indenture Act.  Any certificate or opinion required to be given by an officer
pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given in the
form of an Officers' Certificate.

          SECTION 8.18.  Number of Trustees.

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

          (b) If a Trustee ceases to hold office for any reason and the number
of Administrative Trustees is not reduced pursuant to Section 8.18(a), or if the
number of Administrative Trustees is increased pursuant to Section 8.18(a), a
vacancy shall occur.  The vacancy shall be filled with a Trustee appointed in
accordance with Section 8.10.

          (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul, dissolve or terminate the Trust. Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 8.10, the
Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

          SECTION 8.19.  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
2.7(a), including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

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

                                     -50-
<PAGE>
 
                                  ARTICLE IX.

                      Termination, Liquidation and Merger

          SECTION 9.1.  Termination Upon Expiration Date.

          Unless earlier terminated, the Trust shall automatically terminate on
December 31, 2051 (the "Expiration Date"), following the distribution of the
Trust Property in accordance with Section 9.4.

          SECTION 9.2.  Early Termination.

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

          (a) the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Holder of the Common Securities;

          (b) the written direction to the Property Trustee from the Holder of
the Common Securities at any time to dissolve the Trust and, after satisfaction
or the making of reasonable provision for the payment of liabilities to
creditors of the Trust, to distribute Debentures to Securityholders in exchange
for the Preferred Securities (which direction is optional and wholly within the
discretion of the Holder of the Common Securities);

          (c) the redemption of all of the Preferred Securities in connection
with the redemption of all the Debentures; and

          (d) the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

          SECTION 9.3.  Termination.

          The respective obligations and responsibilities of the Trustees and
the Trust created and continued hereby shall terminate upon the latest to occur
of the following: (a) the distribution by the Property Trustee to
Securityholders of all amounts required to be distributed hereunder upon the
liquidation of the Trust pursuant to Section 9.4, or upon the redemption of all
of the Trust Securities pursuant to Section 4.2; (b) the payment of any expenses
owed by the Trust; and (c) the discharge of all administrative duties of the
Administrative Trustees, including the performance of any tax reporting
obligations with respect to the Trust or the Securityholders.

          SECTION 9.4.  Liquidation.

          (a) If an Early Termination Event specified in clause (a), (b) or (d)
of Section 9.2 occurs or upon the Expiration Date, the Trust shall be wound up
by the Property Trustee as expeditiously as the Property Trustee determines to
be possible by distributing, after satisfaction or the making of reasonable
provision for the payment of liabilities to creditors of the Trust as provided
by applicable

                                     -51-
<PAGE>
 
law, to each Securityholder a Like Amount of Debentures, subject to Section
9.4(d). Notice of dissolution shall be given by the Property Trustee by first-
class mail, postage prepaid mailed not less than 30 nor more than 60 days prior
to the Liquidation Date to each Holder of Trust Securities at such Holder's
address appearing in the Securities Register.  All such notices of dissolution
shall:

          (i)  state the Liquidation Date;

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

        (iii)  provide such information with respect to the mechanics by which
     Holders may exchange Trust Securities Certificates for Debentures, or if
     Section 9.4(d) applies receive a Liquidation Distribution, as the Property
     Trustee (after consultation with the Administrative Trustees) shall deem
     appropriate.

     (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
dissolution and winding-up of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

     (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Debentures will be issued to Holders
of Trust Securities Certificates, upon surrender of such certificates to the
Administrative Trustees or their agent for exchange, (iii) the Depositor shall
use its best efforts to have the Debentures listed on the New York Stock
Exchange or on such other stock exchange, interdealer quotation system or self-
regulatory organization as the Preferred Securities are then listed or traded,
if any, (iv) any Trust Securities Certificates not so surrendered for exchange
will be deemed to represent a Like Amount of Debentures, accruing interest at
the rate provided for in the Debentures from the last Distribution Date on which
a Distribution was made on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments of interest or principal will be made to Holders of Trust Securities
Certificates with respect to such Debentures) and (v) all rights of
Securityholders holding Trust Securities will cease, except the right of such
Securityholders to receive Debentures upon surrender of Trust Securities
Certificates.

     (d) In the event that, notwithstanding the other provisions of this Section
9.4, whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Debentures in the manner provided
herein is determined by the Property Trustee not to be practical, or if an Early
Termination Event specified in clause (c) of Section 9.2 occurs, the Trust
Property shall be liquidated, and the Trust shall be dissolved, wound-up and
terminated, by

                                     -52-
<PAGE>
 
the Property Trustee in such manner as the Property Trustee determines.  In such
event, in connection with the winding-up of the Trust, Securityholders, will be
entitled to receive out of the assets of the Trust available for distribution to
Securityholders, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, an amount equal to the Liquidation Amount per Trust
Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution").  If, upon any such
dissolution and winding-up, the Liquidation Distribution can be paid only in
part because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be paid
on a pro rata basis (based upon Liquidation Amounts).  The Holder of the Common
Securities will be entitled to receive Liquidation Distributions upon any such
dissolution and winding-up pro rata (determined as aforesaid) with Holders of
Preferred Securities, except that, if a Debenture Event of Default specified in
Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the
Preferred Securities shall have a priority over the Common Securities as
provided in Section 4.3.

     SECTION 9.5.  Mergers, Consolidations, Amalgamations or Replacements of the
Trust.

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except pursuant
to Section 9.4 or this Section 9.5. At the request of the Holder of Common
Securities, with the consent of the Administrative Trustees and without the
consent of the Holders of the Preferred Securities, the Property Trustee or the
Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, or
be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of any
State; provided, that (a) such successor entity either (i) expressly assumes all
of the obligations of the Trust with respect to the Preferred Securities or (ii)
substitutes for the Preferred Securities other securities having substantially
the same material terms as the Preferred Securities (the "Successor Securities")
so long as the Successor Securities have the same priority as the Preferred
Securities with respect to distributions and payments upon liquidation,
redemption and otherwise; (b) a trustee of such successor entity possessing the
same powers and duties as the Property Trustee is appointed to hold the
Debentures; (c) the Successor Securities are listed or traded, or any Successor
Securities will be listed upon notification of issuance, on any national
securities exchange or other organization on which the Preferred Securities are
then listed or traded, if any; (d) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not cause the Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization; (e) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the material rights, preferences and privileges of the Holders
of the Preferred Securities (including any Successor Securities) in any material
respect; (f) such successor entity has a purpose substantially identical to that
of the Trust; (g) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Property Trustee has received an
Opinion of Counsel to the effect that (i) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the material rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect, and (ii) following such merger, consolidation,

                                     -53-
<PAGE>
 
amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor
such successor entity will be required to register as an investment company
under the 1940 Act; and (h) the Depositor or its permitted transferee owns all
of the common securities of such successor entity and guarantees the obligations
of such successor entity under the Successor Securities at least to the extent
provided by the Guarantee.  Notwithstanding the foregoing, the Trust shall not,
except with the consent of Holders of 100% in Liquidation Amount of the
Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to any 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 to be classified as an association taxable as a
corporation or as other than a grantor trust for United States federal income
tax purposes.

                                   ARTICLE X.

                            Miscellaneous Provisions

     SECTION 10.1.  Limitation of Rights of Securityholders.

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

     SECTION 10.2.  Liability of Holder of Common Securities.

     Pursuant to Section 3803 of the Delaware Business Trust Act, the Depositor
as the Holder of Common Securities, shall be liable for the debts and
obligations of the Trust as set forth in the Expense Agreement, which is made a
part hereof.

     SECTION 10.3.  Amendment.

     (a) This Trust Agreement may be amended from time to time by the Property
Trustee, the Administrative Trustees and the Depositor, without the consent of
any Securityholders, (i) to cure any ambiguity, correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Trust Agreement, which shall not be inconsistent with the other provisions
of this Trust Agreement, or (ii) to modify, eliminate or add to any provisions
of this Trust Agreement to such extent as shall be necessary to ensure that the
Trust will not be classified for United States federal income tax purposes as an
association taxable as a corporation or as other than a grantor trust at all
times that any Trust Securities are outstanding or to ensure that the Trust will
not be required to register as an investment company under the 1940 Act;
provided however, that in the case of clause

                                     -54-
<PAGE>
 
(i) or (ii), such action shall not adversely affect in any material respect the
interests of any Securityholder, and any amendments of this Trust Agreement
shall become effective when notice thereof is given to the Securityholders.

     (b) Except as provided in Section 10.3(c) hereof, any provision of this
Trust Agreement may be amended by the Administrative Trustees and the Depositor
with (i) the consent of Trust Securityholders representing not less than a
majority (based upon Liquidation Amounts) of the Trust Securities then
Outstanding and (ii) receipt by the Trustees of an Opinion of Counsel to the
effect that such amendment or the exercise of any power granted to the Trustees
in accordance with such amendment will not affect the Trust's status as a
grantor trust or cause the Trust to be an association taxable as a corporation
for United States federal income tax purposes or the Trust's exemption from
status of an investment company under the 1940 Act.

     (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder (such consent
being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the Securityholders
(such consent being obtained in accordance with Section 6.3 or 6.6 hereof), this
paragraph (c) of this Section 10.3 may not be amended.

     (d) Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an investment company under the 1940 Act or cause the Trust to be
classified as an association taxable as a corporation or not to be a grantor
trust for United States federal income tax purposes.

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

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

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

                                     -55-
<PAGE>
 
     SECTION 10.4.  Separability.

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

     SECTION 10.5.  Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST SECURITIES, AND THE LIABILITY OF SECURITYHOLDERS FOR OBLIGATIONS
AND LIABILITIES OF THE TRUST SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES. THE PROVISIONS OF SECTIONS 3540 AND 3561 OF TITLE 12 THE DELAWARE
CODE ANNOTATED SHALL NOT APPLY TO THE TRUST.

     SECTION 10.6.  No Recourse.

     The Trust's obligations hereunder are intended to be the obligations of the
Trust and no recourse for the payment of Distributions (including Additional
Amounts, if applicable) on, and the Redemption Price of, Trust Securities, as
applicable, or for any claim upon the Trust Securities or otherwise in respect
thereof, shall be had against any Securityholder or any Affiliate of a
Securityholder, solely by reason of such person being a Securityholder or an
Affiliate of a Securityholder, it being understood that the Securityholders,
solely by reason of being a Securityholder, have limited liability (in
accordance with the provisions of the Delaware Business Trust Act) for the
liabilities and obligations of the Trust.  Nothing contained in this Section
10.6 shall be construed to limit the exercise or enforcement, in accordance with
the terms of this Trust Agreement, the Guarantee and the Indenture, of rights
and remedies against the Trust or the Depositor.

     SECTION 10.7.  Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day that is a Business Day (except as otherwise
provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no Distributions shall
accumulate on such unpaid amount for the period after such date.

     SECTION 10.8.  Successors.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust or any Trustee, including any
successor by operation of law.  Except in connection with a consolidation,
merger or sale involving the Depositor that is permitted under

                                     -56-
<PAGE>
 
Article VIII of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

     SECTION 10.9.  Headings.

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

     SECTION 10.10.  Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a
Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Houston Lighting &
Power Company, Houston Industries Plaza, 1111 Louisiana Street, Houston, Texas
77002, Attention: Treasurer, facsimile no.: (713) 207-3301, or to such other
address as may be specified in a written notice by the Holder of the Common
Securities or the Depositor, as the case may be, to the Property Trustee.  Such
notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.  Such notice, demand or other communication
to or upon the Depositor shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Depositor.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Administrative Trustees
shall be given in writing addressed (until another address is published by the
Trust) as follows: (a) with respect to the Property Trustee to 101 Barclay
Street, Floor 21 West, New York, New York 10286, Attention: Corporate Trust
Trustee Administration; (b) with respect to the Delaware Trustee, to White Clay
Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust
Department; (c) with respect to the Administrative Trustees, to 200 West 9th
Street Plaza, Box 2105, Wilmington, Delaware 19899, marked "Attention
Administrative Trustees of HL&P Capit al Trust__ ;" and (d) with respect to the
Trust, to its principal office specified in Section 2.2, with a copy to the
Property Trustee. Such notice, demand or other communication to or upon the
Trust or the Property Trustee shall be deemed to have been sufficiently given or
made only upon actual receipt of the writing by the Trust or the Property
Trustee.

     SECTION 10.11.  Agreement Not to Petition.

     Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,

                                     -57-
<PAGE>
 
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws" or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.11, the
Property Trustee agrees, for the benefit of Securityholders, that at the expense
of the Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be stopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert.  The provisions of this Section 10.11 shall survive the
termination of this Trust Agreement.

     SECTION 10.12.  Trust Indenture Act; Conflict with Trust Indenture Act.

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

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

     (c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required or deemed to be included in this Trust
Agreement by any of the provisions of the Trust Indenture Act, such required or
deemed provision shall control.  If any provision of this Trust Agreement
modifies or excludes any provision of the Trust Indenture Act which may be so
modified or excluded, the latter provision shall be deemed to apply to this
Trust Agreement as so modified or excluded, as the case may be.

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

     SECTION 10.13.  Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

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

                                     -58-
<PAGE>
 
OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH
OTHERS.

                                     -59-
<PAGE>
 
     In Witness Whereof, the parties hereof have entered into this Trust
Agreement as of the date first above written.

                         Houston Lighting & Power Company


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

                         The Bank Of New York,
                            as Property Trustee


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

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


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


 

                            -------------------------------- 
                            ------------------,
                            as Administrative Trustee



 

                            --------------------------------
                            ------------------,
                            as Administrative Trustee

                                     -60-
<PAGE>
 
                                                                       EXHIBIT A

                             CERTIFICATE OF TRUST
                                      OF
                             HL&P CAPITAL TRUST _


          THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), 
dated January __, 1997, is being duly executed and filed by the undersigned as
trustee, to form a business trust under the Delaware Business Trust Act 
(12 Del. C. (S) 3801 et seq.).
    -------          -- ---

          1.  Name.  The name of the business trust being formed hereby is HL&P
              ----
Capital Trust _.

          2.  Delaware Trustee.  The name and business address of the trustee of
              ----------------                                                  
the Trust with a principal place of business in the State of Delaware are The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711.

          3.  Effective Date.  This Certificate of Trust shall be effective at
              --------------
the time of its filing.

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


                                             THE BANK OF NEW YORK (DELAWARE),
                                             as Trustee
                                   
                                   
                                             By:
                                                 -------------------------------
                                                    Name:
                                                    Title:

                                      A-1
<PAGE>
 
                                                                       EXHIBIT B


                                                                January __, 1997


The Depository Trust Company,
55 Water Street, 49th Floor,
New York, New York 10041-0099

Attention:________________________
          General Counsel's Office

     Re:  HL&P Capital Trust _ ____ % Capital Securities, Series 
          ------------------------------------------------------


Ladies and Gentlemen:

          The purpose of this letter is to set forth certain matters relating to
the issuance and deposit with The Depository Trust Company ("DTC") of the HL&P
Capital Trust _ ___% Capital Securities, Series ___ (the "Preferred
Securities"), of HL&P Capital Trust _, a Delaware business trust (the "Issuer"),
formed pursuant to a Trust Agreement between Houston Lighting & Power Company
(the "Corporation") and The Bank of New York, as Property Trustee, The Bank of
New York (Delaware), as Delaware Trustee, and the Administrative Trustees named
therein. The payment of distributions on the Preferred Securities, and payments
due upon liquidation of the Issuer or redemption of the Preferred Securities, to
the extent the Issuer has funds available for the payment thereof, are
guaranteed by the Corporation to the extent set forth in a Guarantee Agreement,
dated January __, 1997 by the Corporation with respect to the Preferred
Securities. The Corporation and the Issuer propose to sell the Preferred
Securities to certain Underwriters (the "Underwriters") pursuant to an
Underwriting Agreement dated January __, 1997 by and among the Underwriters, the
Issuer and the Corporation, and the Underwriters wish to take delivery of the
Preferred Securities through DTC. The Bank of New York is acting as transfer
agent and registrar with respect to the Preferred Securities (the "Transfer
Agent and Registrar").

          To induce DTC to accept the Preferred Securities as eligible for
deposit at DTC, and to act in accordance with DTC's rules with respect to the
Preferred Securities, the Issuer, the Transfer Agent and Registrar and DTC agree
among each other as follows:


          1.   Prior to the closing of the sale of the Preferred Securities to
the Underwriters, which is expected to occur on or about January __, 1997, there
shall be deposited with DTC one or more global certificates (individually and
collectively, the "Global Certificate") registered in the

                                      B-1
<PAGE>
 
name of DTC's Preferred Securities nominee, Cede & Co., representing an
aggregate of ___________ Preferred Securities and bearing the following legend:

     Unless this certificate is presented by an authorized representative of The
     Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
     agent for registration of transfer, exchange, or payment, and any
     certificate issued is registered in the name of Cede & Co. or in such other
     name as is requested by an authorized representative of DTC (and any
     payment is made to Cede & Co. or to such other entity as is requested by an
     authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
     HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
     the registered owner hereof, Cede & Co., has an interest herein.

          2.   The Amended and Restated Trust Agreement of the Issuer provides
for the voting by holders of the Preferred Securities under certain limited
circumstances.  The Issuer shall establish a record date for such purposes and
shall, to the extent possible, give DTC notice of such record date not less than
15 calendar days in advance of such record date.

          3.   In the event of a stock split, conversion, recapitalization,
reorganization or any other similar transaction resulting in the cancellation of
all or any part of the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice of such event at least 5
business days prior to the effective date of such event.

          4.   In the event of distribution on, or an offering or issuance of
rights with respect to, the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice specifying: (a) the amount
of and conditions, if any, applicable to the payment of any such distribution or
any such offering or issuance of rights; (b) any applicable expiration or
deadline date, or any date by which any action on the part of the holders of
Preferred Securities is required; and (c) the date any required notice is to be
mailed by or on behalf of the Issuer to holders of Preferred Securities or
published by or on behalf of the Issuer (whether by mail or publication, the
"Publication Date").  Such notice shall be sent to DTC by a secure means (e.g.,
legible telecopy, registered or certified mail, overnight delivery) in a timely
manner designed to assure that such notice is in DTC's possession no later than
the close of business on the business day before the Publication Date.  The
Issuer or the Transfer Agent and Registrar will forward such notice either in a
separate secure transmission for each CUSIP number or in a secure transmission
of multiple CUSIP numbers (if applicable) that includes a manifest or list of
each CUSIP number submitted in that transmission. (The party sending such notice
shall have a method to verify subsequently the use of such means and the
timeliness of such notice.) The Publication Date shall be not less than 30
calendar days nor more than 60 calendar days prior to the payment of any such
distribution or any such offering or issuance of rights with respect to the
Preferred Securities.  After establishing the amount of payment to be made on
the Preferred Securities, the Issuer or the Transfer Agent and Registrar will
notify DTC's Dividend Department of such payment 5 business days prior to
payment

                                      B-2
<PAGE>
 
date.  Notices to DTC's Dividend Department by telecopy shall be sent to 
(212) 709-1723.  Such notices by mail or by any other means shall be sent to:

          Manager, Announcements
          Dividend Department
          The Depository Trust Company
          7 Hanover Square, 23rd Floor
          New York, New York 10004-2695

          The Issuer or the Transfer Agent and Registrar shall confirm DTC's
receipt of such telecopy by telephoning the Dividend Department at 
(212) 709-1270.

          5.   In the event of a redemption by the Issuer of the Preferred
Securities, notice specifying the terms of the redemption and the Publication
Date of such notice shall be sent by the Issuer or the Transfer Agent and
Registrar to DTC not less than 30 calendar days prior to such event by a secure
means in the manner set forth in paragraph 4. Such redemption notice shall be
sent to DTC's Call Notification Department at (516) 227-4164 or (516) 227-4190,
and receipt of such notice shall be confirmed by telephoning (516) 227-4070.
Notice by mail or by any other means shall be sent to:

          Call Notification Department
          The Depository Trust Company
          711 Stewart Avenue
          Garden City, New York 11530-4719

          6.   In the event of any invitation to tender the Preferred
Securities, notice specifying the terms of the tender and the Publication Date
of such notice shall be sent by the Issuer or the Transfer Agent and Registrar
to DTC by a secure means and in a timely manner as described in paragraph 4.
Notices to DTC pursuant to this paragraph and notices of other corporate actions
(including mandatory tenders, exchanges and capital changes), shall be sent,
unless notification to another department is expressly provided for herein, by
telecopy to DTC's Reorganization Department at (212) 709-1093 or (212) 709-1094
and receipt of such notice shall be confirmed by telephoning (212) 709-6884, or
by mail or any other means to:

          Manager, Reorganization Department
          Reorganization Window
          The Depository Trust Company
          7 Hanover Square, 23rd Floor
          New York, New York 10004-2695

          7.   All notices and payment advices sent to DTC shall contain the
CUSIP number or numbers of the Preferred Securities and the accompanying
designation of the Preferred Securities, which, as of the date of this letter,
is "HL&P Capital Trust _ ___% Capital Securities, Series __."

                                      B-3
<PAGE>
 
          8.   Distribution payments or other cash payments with respect to the
Preferred Securities evidenced by the Global Certificate shall be received by
Cede & Co., as nominee of DTC, or its registered assigns in next day funds on
each payment date (or in accordance with existing arrangements between the
Issuer or the Transfer Agent and Registrar and DTC).  Such payments shall be
made payable to the order of Cede & Co., and shall be addressed as follows:

          NDFS Redemption Department
          The Depository Trust Company
          7 Hanover Square, 23rd Floor
          New York, New York 10004-2695

          9.   DTC may by prior written notice direct the Issuer and the
Transfer Agent and Registrar to use any other telecopy number or address of DTC
as the number or address to which notices or payments may be sent.

          10.  In the event of a conversion, redemption, or any other similar
transaction (e.g., tender made and accepted in response to the Issuer's or the
Transfer Agent and Registrar's invitation) necessitating a reduction in the
aggregate number of Preferred Securities outstanding evidenced by the Global
Certificate, DTC, in its discretion:  (a) may request the Issuer or the Transfer
Agent and Registrar to issue and countersign a new Global Certificate; or (b)
may make an appropriate notation on the Global Certificate indicating the date
and amount of such reduction.

          11.  DTC may discontinue its services as a securities depositary with
respect to the Preferred Securities at any time by giving at least 90 days'
prior written notice to the Issuer and the Transfer Agent and Registrar (at
which time DTC will confirm with the Issuer or the Transfer Agent and Registrar
the aggregate number of Preferred Securities deposited with it) and discharging
its responsibilities with respect thereto under applicable law.  Under such
circumstances, the Issuer may determine to make alternative arrangements for
book-entry settlement for the Preferred Securities, make available one or more
separate global certificates evidencing Preferred Securities to any Participant
having Preferred Securities credited to its DTC account, or issue definitive
Preferred Securities to the beneficial holders thereof, and in any such case,
DTC agrees to cooperate fully with the Issuer and the Transfer Agent and
Registrar, and to return the Global Certificate, duly endorsed for transfer as
directed by the Issuer or the Transfer Agent and Registrar, together with any
other documents of transfer reasonably requested by the Issuer or the Transfer
Agent and Registrar.

          12.  In the event that the Issuer determines that beneficial owners of
Preferred Securities shall be able to obtain definitive Preferred Securities,
the Issuer or the Transfer Agent and Registrar shall notify DTC of the
availability of certificates.  In such event, the Issuer or the Transfer Agent
and Registrar shall issue, transfer and exchange certificates in appropriate
amounts, as required by DTC and others, and DTC agrees to cooperate fully with
the Issuer and the Transfer Agent and Registrar and to return the Global
Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.

                                      B-4
<PAGE>
 
          13.  This letter may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

          Nothing herein shall be deemed to require the Transfer Agent and
Registrar to advance funds on behalf of HL&P Capital Trust_.

                              Very truly yours,

                              HL&P CAPITAL TRUST_ 
                                  (as Issuer)


                              By:
                                 --------------------------------
                                 Name:
                                 Administrative Trustee


                              THE BANK OF NEW YORK
                              (as Transfer Agent and Registrar)



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


Received and accepted:

THE DEPOSITORY TRUST COMPANY



By:
   -----------------------
     Authorized Officer

                                      B-5
<PAGE>
 
                                                                       EXHIBIT C


        THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO HOUSTON LIGHTING
             & POWER COMPANY OR AN AFFILIATE OF HOUSTON LIGHTING &
              POWER COMPANY IN COMPLIANCE WITH APPLICABLE LAW AND
           SECTION 5.10 OF THE TRUST AGREEMENT AND ONLY IN CONNECTION
              WITH A SIMULTANEOUS DELEGATION AND ASSIGNMENT OF THE
                     EXPENSE AGREEMENT REFERRED TO THEREIN


Certificate Number                                  Number of Common Securities
     C-1                                                  ------------

                    Certificate Evidencing Common Securities

                                       of

                              HL&P Capital Trust_ 
                            ____% Common Securities
                (liquidation amount $1,000 per Common Security)

          HL&P Capital Trust _, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that Houston
Lighting & Power Company  (the "Holder") is the registered owner of
____________________________________________________________ (_______) common
securities of the Trust representing an undivided beneficial interest in the
assets of the Trust and designated the ____% Common Securities (liquidation
amount $1,000 per Common Security) (the "Common Securities").  In accordance
with Section 5.10 of the Trust Agreement (as defined below) the Common
Securities are not transferable and any attempted transfer hereof shall be void.
The designations, rights, privileges, restrictions, preferences and other terms
and provisions of the Common Securities are set forth in, and this certificate
and the Common Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of January __, 1997, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of the Common Securities as set forth therein.  The Trust will furnish
a copy of the Trust Agreement to the Holder without charge upon written request
to the Trust at its principal place of business or registered office.

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

                                      C-1
<PAGE>
 
          IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust
has executed this certificate this _____ day of January, 1997.

                                                       HL&P CAPITAL TRUST_ 


                                            By:
                                               -------------------------------
                                                  Name:
                                                  Administrative Trustee

                                      C-2
<PAGE>
 
                                                                       EXHIBIT D


                    AGREEMENT AS TO EXPENSES AND LIABILITIES


          AGREEMENT, dated as of January __, 1997, between Houston Lighting &
Power Company, a Texas corporation (the "Corporation"), and HL&P Capital 
Trust _, a Delaware business trust (the "Trust").

          WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Debentures from the Corporation and to issue and
sell its ____% Capital Securities, Series_ (the "Preferred Securities") with
such powers, preferences and special rights and restrictions as are set forth in
the Amended and Restated Trust Agreement of the Trust, dated as of January ___,
1997, as the same may be amended from time to time (the "Trust Agreement"); and

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

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

                                   ARTICLE I.

           SECTION 1.1. Agreement and Guarantee by the Corporation.

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

                                      D-1
<PAGE>
 
          SECTION 1.2.  Term of Agreement.

          This Agreement shall terminate and be of no further force and effect
upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise) and (b) the date on which there
are no Beneficiaries remaining; provided, however, that this Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any holder of Preferred Securities or any Beneficiary must restore payment
of any sums paid under the Preferred Securities, under any Obligation, under the
Guarantee Agreement, dated as of the date hereof by the Corporation and The Bank
of New York, as guarantee trustee, or under this Agreement for any reason
whatsoever.  This Agreement is continuing, irrevocable, unconditional and
absolute.

          SECTION 1.3. Waiver of Notice.

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

          SECTION 1.4. No Impairment.

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

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

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

         (c) the voluntary or involuntary liquidation, dissolution, sale of any
     collateral, receivership, insolvency, bankruptcy, assignment for the
     benefit of creditors, reorganization, arrangement, composition or
     readjustment of debt of, or other similar proceedings affecting, the Trust
     or any of the assets of the Trust.

There shall be no obligation of the Beneficiaries to give notice to, or obtain
the consent of, the Corporation with respect to the happening of any of the
foregoing.

                                      D-2
<PAGE>
 
          SECTION 1.5.  Enforcement.

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

          SECTION 1.6.  Subrogation.

          The Corporation shall be subrogated to all (if any) rights of the
Trust in respect of any amounts paid to the Beneficiaries by the Corporation
under this Agreement; provided, however, that the Corporation shall not (except
to the extent required by mandatory provisions of law) be entitled to enforce or
exercise any rights which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of payment under this
Agreement, if, at the time of any such payment, any amounts are due and unpaid
under this Agreement.

                                  ARTICLE II.

           SECTION 2.1. Binding Effect.

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

           SECTION 2.2. Amendment.

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

           SECTION 2.3. Notices.

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

           HL&P Capital Trust ___
           c/o Houston Industries Incorporated
           Houston Industries Plaza 
           1111 Louisiana Street 
           Houston, Texas 77002
           Facsimile No.: (713) 207-3301
           Attention: Treasurer


                                      D-3
<PAGE>
 
           Houston Lighting & Power Company
           Houston Industries Plaza
           1111 Louisiana Street
           Houston, Texas  77002
           Facsimile No.:  (713) 207-3301
           Attention: Treasurer

           SECTION 2.4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES THERETO.

           SECTION 2.5. Limited Liability.

           The Holders of the Preferred Securities, in their capacities as such,
shall not be personally liable for any liabilities or obligations of the Trust 
arising out of this Agreement, and the parties hereto hereby agree that the 
Holders of the Preferred Securities, in their capacities as such, shall be 
entitled to the same limitation of personal liability extended to stockholders 
of private corporations for profit organized under the General Corporation Law 
of the State of Delaware.

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

                                   HOUSTON LIGHTING & POWER COMPANY


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

                                   HL&P CAPITAL TRUST ___


                                   By:
                                      ------------------------------- 
                                       Name:
                                       Administrative Trustee
 

                                      D-4
<PAGE>
 
                                                                       EXHIBIT E


          IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE, INSERT - This
Preferred Security is a Global Certificate within the meaning of the Trust
Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository.
This Preferred Security is exchangeable for Preferred Securities registered in
the name of a person other than the Depository or its nominee only in the
limited circumstances described in the Trust Agreement and no transfer of this
Preferred Security (other than a transfer of this Preferred Security as a whole
by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository) may be
registered except in limited circumstances.

          Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York) to
HL&P Capital Trust ___ or its agent for registration of transfer, exchange or
payment, and any 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 inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

Certificate Number                                Number of Preferred Securities
Securities
P-                                                                   ________
                                                         CUSIP No.:  ___________


                  Certificate Evidencing Preferred Securities

                                       of

                            HL&P Capital Trust ___

                     ____% Capital Securities, Series ___
                            
                    (liquidation amount $1,000 per Security)


          HL&P Capital Trust ___, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that
_______________ (the "Holder") is the registered owner of __________ (________)
preferred securities of the Trust representing an undivided beneficial interest
in the assets of the Trust and designated the HL&P Capital Trust ___ ____%
Capital Securities, Series ___ (liquidation amount $1,000 per Preferred
Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer

                                      E-1
<PAGE>
 
as provided in Section 5.4 of the Trust Agreement (as defined below).  The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust, dated as of January __, 1997, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of Preferred Securities as set forth therein.  The Holder is entitled
to the benefits of the Guarantee Agreement entered into by Houston Lighting &
Power Company, a Texas corporation, and The Bank of New York, as guarantee
trustee, dated as of January __, 1997 (the "Guarantee"), to the extent provided
therein.  The Trust will furnish a copy of the Trust Agreement and the Guarantee
to the Holder without charge upon written request to the Trust at its principal
place of business or registered office.

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

          IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust
has executed this certificate this ____ day of _______________, 19___.

                              HL&P CAPITAL TRUST ___


                              By:
                                 -------------------------------------
                                  Name:
                                  Administrative Trustee

                                      E-2
<PAGE>
 
                                   ASSIGNMENT


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

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

(Insert address and zip code of assignee)

and irrevocably appoints________________________________________________________
________________________________________________________________________________

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


Date:___________________________

Signature:______________________

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

Signature(s) Guaranteed:



------------------------------------- 
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.


                                      E-3