<PAGE>
 
                                                                   EXHIBIT 4.3-B


                             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 February 4, 1997


                             HL&P CAPITAL TRUST II
<PAGE>
 
                               TABLE OF CONTENTS
                               =================
 
 
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........ 23
   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............................ 24
   SECTION 5.4         Registration of Transfer and Exchange of
                       Preferred Securities Certificates.................. 24
   SECTION 5.5         Mutilated, Destroyed, Lost or 
                       Stolen Trust Securities Certificates............... 25
   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........ 27
 


                                      -i-
<PAGE>
 
   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............. 32
   SECTION 6.1         Limitations on Voting Rights....................... 32
   SECTION 6.2         Notice of Meetings................................. 33
   SECTION 6.3         Meetings of Preferred Securityholders.............. 33
   SECTION 6.4         Voting Rights...................................... 33
   SECTION 6.5         Proxies, Etc....................................... 33
   SECTION 6.6         Securityholder Action by Written Consent........... 34
   SECTION 6.7         Record Date for Voting and Other Purposes.......... 34
   SECTION 6.8         Acts of Securityholders............................ 34
   SECTION 6.9         Inspection of Records.............................. 35
 
ARTICLE VII         Representations and Warranties........................ 36
   SECTION 7.1         Representations and Warranties of the Property
                       Trustee and the Delaware Trustee................... 36
   SECTION 7.2         Representations and Warranties of Depositor........ 37
 
ARTICLE VIII        The Trustees.......................................... 37
   SECTION 8.1         Certain Duties and Responsibilities................ 37
   SECTION 8.2         Certain Notices.................................... 40
   SECTION 8.3         Certain Rights of Property Trustee................. 40
   SECTION 8.4         Not Responsible for Recitals or Use of Proceeds.... 43
   SECTION 8.5         May Hold Securities................................ 43
   SECTION 8.6         Compensation; Indemnity; Fees...................... 43
   SECTION 8.7         Corporate Property Trustee Required; 
                       Eligibility of Trustees............................ 45
   SECTION 8.8         Conflicting Interests.............................. 45
   SECTION 8.9         Co-Trustees and Separate Trustee................... 45
   SECTION 8.10        Resignation and Removal; Appointment of Successor.. 47
   SECTION 8.11        Acceptance of Appointment by Successor............. 48
   SECTION 8.12        Merger, Conversion, Consolidation or 
                       Succession to Business............................. 49
   SECTION 8.13        Preferential Collection of Claims 
                       Against Depositor or Trust......................... 49
   SECTION  8.14       Trustee May File Proofs of Claim................... 49
   SECTION 8.15        Reports by Property Trustee........................ 50
   SECTION 8.16        Reports to the Property Trustee.................... 50
   SECTION 8.17        Evidence of Compliance with Conditions Precedent... 51
   SECTION 8.18        Number of Trustees................................. 51
   SECTION 8.19        Delegation of Power................................ 51


                                     -ii-
<PAGE>
 
ARTICLE IX          Termination, Liquidation and Merger................... 52 
   SECTION 9.1         Termination Upon Expiration Date .................. 52 
   SECTION 9.2         Early Termination.................................. 52 
   SECTION 9.3         Termination........................................ 52 
   SECTION 9.4         Liquidation........................................ 53 
   SECTION 9.5         Mergers, Consolidations, Amalgamations                 
                       or Replacements of the Trust....................... 54 
                                                                              
ARTICLE X           Miscellaneous Provisions.............................. 55 
   SECTION 10.1        Limitation of Rights of Securityholders............ 55 
   SECTION 10.2        Liability of Holder of Common Securities........... 55 
   SECTION 10.3        Amendment.......................................... 56 
   SECTION 10.4        Separability....................................... 57 
   SECTION 10.5        Governing Law...................................... 57 
   SECTION 10.6        No Recourse........................................ 57 
   SECTION 10.7        Payments Due on Non-Business Day................... 58 
   SECTION 10.8        Successors......................................... 58 
   SECTION 10.9        Headings........................................... 58 
   SECTION 10.10       Reports, Notices and Demands....................... 58 
   SECTION 10.11       Agreement Not to Petition.......................... 59 
   SECTION 10.12       Trust Indenture Act; Conflict                    
                       with Trust Indenture Act........................... 59

   SECTION 10.13       Acceptance of Terms of Trust Agreement,                
                       Guarantee and Indenture............................ 60  

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 II

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


    Trust Indenture                                 Trust Agreement
      Act Section                                       Section

(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(a)
(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

___________________
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 February 4, 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) Norman J.
Shuman, an individual, Linda Geiger, an individual, and Philip W. Parker, 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 (e)
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:

     (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;



                                      -1-
<PAGE>
 
     (b) all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

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

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

     "Act" has the meaning specified in Section 6.8.

     "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 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




                                      -2-
<PAGE>
 
     (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.

     "Closing Date" means the Time of Delivery, as defined in the Underwriting
Agreement.

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



                                      -3-
<PAGE>
 
     "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, Floor 21 West, 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 8.257%
Junior Subordinated Deferrable Interest Debentures, Series B, or any debentures
or other indebtedness of the Depositor issued in exchange for such 8.257% Junior
Subordinated Deferrable Interest Debentures, Series B, 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.

     "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.



                                      -4-
<PAGE>
 
     "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.

     "Expiration Date" has the meaning specified in Section 9.1.

     "Guarantee" means the Guarantee Agreement, dated as of February 4, 1997,
between the Depositor, as the holder of all the Common Securities, and The Bank
of New York, a New York



                                      -5-
<PAGE>
 
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 
February 1, 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, the 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:

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



                                      -6-
<PAGE>
 
     (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 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


                                      -7-
<PAGE>
 
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 related amount of the premium, if any, paid by the



                                      -8-
<PAGE>
 
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, 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.

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


                                      -9-
<PAGE>
 
     "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 30, 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 II," 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 30, 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 100,000
Preferred Securities having an aggregate Liquidation Amount of $100,000,000,
against receipt of such aggregate purchase price of such Preferred Securities of
$100,000,000, 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 3,093 Common Securities having an aggregate Liquidation
Amount of $3,093,000 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 $103,093,000, 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 $103,093,000 (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, to 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) to 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) to 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) to establish and maintain the Payment Account;

          (G) to receive and hold legal title to the Debentures as described
     herein;

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

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

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

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

          (L) to distribute the Trust Property in accordance with the terms of
     this Trust Agreement;

          (M) to the extent provided in this Trust Agreement, to wind up the
     affairs of and liquidate the Trust and to execute the certificate of
     cancellation with the Secretary of State of the State of Delaware;

          (N) 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), to take 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 to protect and conserve the Trust Property for the benefit of the
     Securityholders (without consideration of the effect of any such action on
     any particular Securityholder); and

          (O) 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


                                     -15-
<PAGE>
 
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
shall be taken outside of 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


                                     -16-
<PAGE>
 
     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 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


                                     -17-
<PAGE>
 
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.


                                 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 
     February 4, 1997, and, except in the event (and to the extent) that the
     Depositor exercises its right to defer the payment of interest on the


                                     -18-
<PAGE>
 
     Debentures pursuant to the Indenture, shall (assuming that payments of
     interest on the Debentures are made when due) be payable semiannually in
     arrears on February 1 and August 1 of each year, commencing on August 1,
     1997. 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 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 8.257%
     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 fifteenth day of the
month 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:


                                     -19-
<PAGE>
 
          (i)   the Redemption Date;

          (ii)  the Redemption Price;

          (iii) the CUSIP number;

          (iv)  if less than all the Outstanding Trust Securities are to be
     redeemed, the 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


                                     -20-
<PAGE>
 
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, 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,



                                     -21-
<PAGE>
 
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, 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 upon 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.


                                     -22-
<PAGE>
 
     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 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
Preferred Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of at least one Administrative Trustee.  The
Common Securities Certificates shall be executed on behalf of the Trust by
manual signature of at least one Administrative Trustee.  A Preferred Securities
Certificate bearing a facsimile signature of an Administrative Trustee shall be
authenticated by the Property Trustee.  Trust Securities Certificates bearing
the manual or facsimile signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to sign on behalf of the
Trust, shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates.  A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.



                                     -23-
<PAGE>
 
     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 president or any vice president, treasurer or assistant treasurer or
controller without further corporate action by the Depositor, in authorized
denominations.  Upon a written order of the Trust by at least one Administrative
Trustee, the Property Trustee shall authenticate the Preferred Securities
Certificates for original issuance.

     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, or if such
execution is by facsimile signature, the Administrative Trustee or any one of
them shall deliver a written order to the Property Trustee to authenticate and
deliver, in which case the Property Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution (manual or facsimile) 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 Trustees 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



                                     -24-
<PAGE>
 
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, 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 or, if such Trust Securities Certificate is a Preferred Securities
Certificate and such execution is by facsimile signature, the Administrative
Trustee or any one of them shall deliver a written order for the Property
Trustee to authenticate and deliver, in which case the Property Trustee shall
authenticate, and make available for delivery, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new
Trust Securities Certificate of like class, tenor and denomination.  In
connection with the issuance of any new Trust Securities Certificate under this
Section, the Administrative Trustees or the 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
June 15 and December 15 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 June 15 and December 15, and (b) to the Property
Trustee, promptly


                                     -25-
<PAGE>
 
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.

     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


                                     -26-
<PAGE>
 
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 Trust 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
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 immediately 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;



                                     -27-
<PAGE>
 
          (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 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


                                     -28-
<PAGE>
 
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 or, if such execution
is by facsimile signature, the Administrative Trustee or any one of them shall
deliver a written order for the Property Trustee to authenticate, in which case
the Property Trustee shall authenticate, 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 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.


                                     -29-
<PAGE>
 
     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

               (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



                                     -30-
<PAGE>
 
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 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 the Property Trustee in writing of any
change in CUSIP numbers.



                                     -31-
<PAGE>
 
                                  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 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,


                                     -32-
<PAGE>
 
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.

     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



                                     -33-
<PAGE>
 
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.

     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.



                                     -34-
<PAGE>
 
     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.

     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.



                                     -35-
<PAGE>
 
                                 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 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;


                                     -36-
<PAGE>
 
     (g) neither the authorization, execution or delivery by the Property
Trustor 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.


                                 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


                                     -37-
<PAGE>
 
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 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:



                                     -38-
<PAGE>
 
          (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 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



                                     -39-
<PAGE>
 
     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.

     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


                                     -40-
<PAGE>
 
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;

     (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


                                     -41-
<PAGE>
 
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;

     (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 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.



                                     -42-
<PAGE>
 
     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:

          (i)    to pay to the Property Trustee and the Delaware Trustee from
     time to time such 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);

          (ii)   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

          (iii)  to the fullest extent permitted by applicable law, to indemnify
     and hold harmless (A) the Property Trustee and the Delaware Trustee, (B)
     any Affiliate of any such Trustee, (C) any officer, director, shareholder,
     employee, representative or agent of any such Trustee and (D) 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.



                                     -43-
<PAGE>
 
     (b)  The Trust shall:

          (i)    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);

          (ii)   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

          (iii)  to the fullest extent permitted by applicable law, indemnify
     and hold harmless (A) each Administrative Trustee, (B) any Affiliate of
     each such Trustee and (C) 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)(iii) above.

     (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.


                                     -44-
<PAGE>
 
     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 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


                                     -45-
<PAGE>
 
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 (i) a natural person who is at least 21
years of age and a resident of the United States or (ii) a legal entity with its
principal place of business in the United States that shall act through one or
more persons authorized to bind such entity.

     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:

     (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


                                     -46-
<PAGE>
 
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 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 Securityholder. If a
Debenture Event of Default shall have occurred and be continuing, the Property
Trustee or the Delaware Trustee, or both of them, may be removed at such time by
Act of the Holders of a majority in Liquidation Amount of the 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 Securityholder 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 Securityholder, by Act of the


                                     -47-
<PAGE>
 
Common Securityholder 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
Securityholder by Act of the Common Securityholder 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 Securityholder or
the Preferred Securityholders and accepted appointment in the manner required by
Section 8.11, any Securityholder who has been a Securityholder of Trust
Securities for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

     The Property Trustee shall give notice of each resignation and each
removal of a 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.

     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


                                     -48-
<PAGE>
 
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 of the rights, powers and
trusts of the Relevant Trustee referred to herein.

     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
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:


                                     -49-
<PAGE>
 
     (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.

     SECTION 8.15.  Reports by Property Trustee.

     (a) Not later than January 31 of each year, commencing with 
January 31, 1998, 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


                                     -50-
<PAGE>
 
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 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 five, provided that the Holder of
all of the Common Securities by written instrument may increase or decrease the
number of Administrative Trustees. The Property Trustee and the Delaware Trustee
may be the same Person.

     (b) If a Trustee ceases to hold office for any reason and the number
of Administrative Trustees is not reduced pursuant to Section 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


                                     -51-
<PAGE>
 
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.


                                  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.


                                     -52-
<PAGE>
 
     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 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 on which 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.


                                     -53-
<PAGE>
 
     (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 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


                                     -54-
<PAGE>
 
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, 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


                                     -55-
<PAGE>
 
this Trust Agreement, which shall not be inconsistent with the other provisions
of this Trust Agreement, (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, or
(iii) pursuant to Section 8.11 hereof, to evidence the acceptance of the
appointment of a successor Relevant Trustee or to fill a vacancy created by an
increase in the number of Administrative Trustees; provided, however, that in
the case of clause (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.

 
                                     -56-
<PAGE>
 
     (f) In the event that any amendment to this Trust Agreement is made, the
Administrative Trustees shall promptly provide to the Depositor a copy of such
amendment.

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

     SECTION 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 OF 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.


                                     -57-
<PAGE>
 
     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 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

                                     -58-
<PAGE>
 
Trustees, to 200 West 9th Street Plaza, Box 2105, Wilmington, Delaware 19899,
marked "Attention Administrative Trustees of HL&P Capital Trust II"; 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,
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 the 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.


                                     -59-
<PAGE>
 
     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, OPERATIVE AND EFFECTIVE AS
BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.



                                     -60-
<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: /s/ LINDA GEIGER
                                       ____________________________
                                        Name: Linda Geiger
                                        Title: Authorized Agent
 

                                    THE BANK OF NEW YORK,
                                        as Property Trustee


                                    By: /s/ REMO J. REALE
                                       ____________________________
                                        Name: Remo J. Reale
                                        Title: Assistant Vice President


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


                                    By:  /s/ WALTER M. GITLIN
                                        ____________________________
                                        Name: Walter M. Gitlin
                                        Title: Authorized Agent

                                         /s/ NORMAN J. SHUMAN
                                        ____________________________
                                        Norman J. Shuman,
                                         as Administrative Trustee

                                         /s/ LINDA GEIGER
                                        ____________________________
                                        Linda Geiger,
                                         as Administrative Trustee

                                         /s/ PHILIP W. PARKER
                                        ____________________________ 
                                        Philip W. Parker,
                                         as Administrative Trustee


                                     -61-


<PAGE>
 
                                                                       EXHIBIT A

                             CERTIFICATE OF TRUST
                                      OF
                             HL&P CAPITAL TRUST II


          THIS CERTIFICATE OF TRUST of HL&P Capital Trust II (the "Trust"),
dated January 10, 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 II.

          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


                                                               February __, 1997


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

Attention:  Mr. John Drennan
            General Counsel's Office

Re:  HL&P Capital Trust II 8.257% Capital Securities, Series B,
     CUSIP No. - 40420EAA5


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 II 8.257% Capital Securities, Series B (the "Capital Securities"),
of HL&P Capital Trust II, 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 Capital Securities, and payments
due upon liquidation of the Issuer or redemption of the Capital 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 February 4, 1997 by the Corporation with respect to the Capital
Securities.  The Corporation and the Issuer propose to sell the Capital
Securities to certain Underwriters (the "Underwriters") pursuant to an
Underwriting Agreement dated January 30, 1997 by and among the Underwriters, the
Issuer and the Corporation, and the Underwriters wish to take delivery of the
Capital Securities through DTC. The Bank of New York is acting as transfer agent
and registrar with respect to the Capital Securities (the "Transfer Agent and
Registrar").

          To induce DTC to accept the Capital Securities as eligible for deposit
at DTC, and to act in accordance with DTC's rules with respect to the Capital
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 Capital Securities to the
Underwriters, which is expected to occur on or about February 4, 1997, there
shall be deposited with DTC one or more global certificates (individually and
collectively, the "Global Certificate") registered in the name of DTC's Capital
Securities nominee, Cede & Co., representing an aggregate of 100% of the



                                      B-1
<PAGE>
 
liquidation amount of such Capital Securities.  If the aggregate liquidation
amount of any maturity exceeds $200 million, one certificate will be issued with
respect to each $200 million of liquidation amount and an additional certificate
will be issued with respect to any remaining liquidation  amount.  Each Capital
Security shall bear 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.

The Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Capital Securities any information contained in the Capital Security
certificate(s); and (b) acknowledges that neither DTC's Participants nor any
person having an interest in the Capital Securities shall be deemed to have
notice of the provisions of the Capital Security certificate(s) by virtue of
submission of such certificate(s) to DTC.

          2.   The Amended and Restated Trust Agreement of the Issuer provides
for the voting by holders of the Capital Securities under certain limited
circumstances (without provision for revocation of votes).  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 Capital Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send to the Reorganization Department of 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 Capital 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
Capital Securities is required; and (c) the date any required notice is to be
mailed by or on behalf of the Issuer to holders of Capital 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



                                      B-2
<PAGE>
 
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
Capital Securities.  After establishing the amount of payment to be made on the
Capital Securities, the Issuer or the Transfer Agent and Registrar will notify
DTC's Dividend Department of such payment 5 business days prior to payment 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 Capital
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 Capital 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:



                                      B-3
<PAGE>
 
          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 Capital Securities and the accompanying
designation of the Capital Securities, which, as of the date of this letter, is
"HL&P Capital Trust II 8.257% Capital Securities, Series B."

          8.   Distribution payments or other cash payments with respect to the
Capital Securities evidenced by the Global Certificate shall be received by Cede
& Co., as nominee of DTC, or its registered assigns in same-day funds, no later
than 2:30 p.m. (Eastern Time) on each payment date (in accordance with existing
arrangements between the Issuer or the Transfer Agent and Registrar and DTC).
Absent any other arrangements between the Issuer or the Transfer Agent and
Registrar and DTC, such funds shall be wired as follows:

               The Chase Manhattan Bank
               ABA 021000021
               For credit to A/C The Depository Trust Company
               Dividend Deposit Account 066-026776

The Issuer or the Transfer Agent and Registrar shall provide distribution
payment information to a standard announcement service subscribed to by DTC.  In
the unlikely event that no such service exists, the Issuer agrees that it or the
Transfer Agent and Registrar shall provide this information directly to DTC in
advance of the distribution record date as soon as the information is available.
This information should be conveyed directly to DTC electronically.  If
electronic transmission is not available, absent any other arrangements between
the Transfer Agent and Registrar and DTC, such information should be sent by
telecopy to DTC's Dividend Department at (212) 709-1723 or (212) 709-1686, and
receipt of such notices shall be confirmed by telephoning (212) 709-1270.
Notices to DTC pursuant to the above by mail or by any other means shall be sent
to:

               Manager, Announcements
               Dividend Department
               The Depository Trust Company
               7 Hanover Square; 22nd Floor
               New York, NY  10004-2695

          9.   DTC shall receive maturity and redemption payments allocated with
respect to each CUSIP number on the payable date in same-day funds by 2:30 p.m.
(Eastern Time).  Absent any other arrangements between the Transfer Agent and
Registrar and DTC, such payments shall be wired as follows:



                                      B-4
<PAGE>
 
               The Chase Manhattan Bank
               ABA 021000021
               For credit to A/C The Depository Trust Company
               Redemption Account 066-027306

in accordance with existing SDFS payment procedures in the manner set forth in
DTC's SDFS Paying Agent Operating Procedures, a copy of which has previously
been furnished to the Transfer Agent and Registrar.

          10.  DTC shall receive all reorganization payments and CUSIP-level
detail resulting from corporate actions (such as tender offers, remarketings, or
mergers) on the first payable date in same-day funds by 2:30 p.m. (Eastern
Time).  Absent any other arrangements between the Transfer Agent and Registrar
and DTC, such payments shall be wired as follows:

               The Chase Manhattan Bank
               ABA 021000021
               For credit to A/C The Depository Trust Company
               Reorganization Account 066-027608

          11.  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.

          12.  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 Capital 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.

          13.  DTC may discontinue its services as a securities depositary with
respect to the Capital Securities at any time by giving reasonable 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 Capital 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 Capital Securities, make available one or more
separate global certificates evidencing Capital Securities to any Participant
having Capital Securities credited to its DTC account, or issue definitive
Capital 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.



                                      B-5
<PAGE>
 
          14.  In the event that the Issuer determines that beneficial owners of
Capital Securities shall be able to obtain definitive Capital 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.

          15.  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 II.

                                    Very truly yours,

                                    HL&P CAPITAL TRUST II
                                    (as Issuer)



                                    By:_____________________________
                                       Name:
                                       Administrative Trustee



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



                                    By:_____________________________
                                       Name:
                                       Title:


                                      B-6
<PAGE>
 
Received and accepted:

THE DEPOSITORY TRUST COMPANY



By:_________________________
   Authorized Officer


                                      B-7
<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 II
                           8.257% Common Securities
                (liquidation amount $1,000 per Common Security)

          HL&P Capital Trust II, 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 8.257% 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 February 4, 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 February, 1997.

                                    HL&P CAPITAL TRUST II



                                    By:_____________________________
                                       Name:
                                       Administrative Trustee



                                      C-2
<PAGE>
 
                                                                       EXHIBIT D


                   AGREEMENT AS TO EXPENSES AND LIABILITIES


          AGREEMENT, dated as of February 4, 1997, between Houston Lighting &
Power Company, a Texas corporation (the "Corporation"), and HL&P Capital Trust
II, 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 8.257% Capital Securities, Series B (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 February 4,
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
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 II
           200 West 9th Street Plaza
           Box 2105
           Wilmington, Delaware 19899
           Facsimile No.: (302) 658-0468
           Attention: Norman J. Shuman



                                      D-3
<PAGE>
 
           with a copy to:

           Houston Industries Incorporated
           Houston Industries Plaza
           1111 Louisiana Street
           Houston, Texas 77002
           Facsimile No.: (713) 207-3301
           Attention: Treasurer

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

          SECTION 2.4.  Governing Law.

          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.



                                      D-4
<PAGE>
 
       THIS AGREEMENT is executed as of the day and year first above written.

                                    HOUSTON LIGHTING & POWER COMPANY



                                    By:_____________________________
                                       Name:
                                       Title:

                                    HL&P CAPITAL TRUST II


                                    
                                    By:_____________________________
                                       Name:
                                       Administrative Trustee


                                      D-5
<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 II 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:
P-                                                           ________
                                                 Aggregate Liquidation Amount:
                                                           $__________
                                                 CUSIP No.: 40420EAA5


                  Certificate Evidencing Preferred Securities

                                      of

                             HL&P Capital Trust II

                      8.257% Capital Securities, Series B
                   (liquidation amount $1,000 per Security)


          HL&P Capital Trust II, 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 II 8.257%
Capital Securities, Series B (liquidation amount $1,000 per Preferred Security)
(the "Preferred


                                      E-1
<PAGE>
 
Securities") and having an aggregate liquidation amount of ______________
Dollars ($__________).  The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 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 February 4, 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 February 4, 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 II



                                        
                                    By:_____________________________
                                       Name:
                                       Administrative Trustee


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

                                    THE BANK OF NEW YORK,
                                    as Property Trustee


                                   
                                    By:_____________________________
                                       Authorized Signatory
Dated:



                                      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