<PAGE>

                                                                    Exhibit 4.11

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

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      among

                       EVEREST REINSURANCE HOLDINGS, INC.,
                                  as Depositor

                              JPMORGAN CHASE BANK,
                               as Property Trustee

                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION
                               as Delaware Trustee

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                                   ----------

                                  Dated as of     ,

                                   ----------

                      EVEREST RE CAPITAL TRUST [II OR III]

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

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                                TABLE OF CONTENTS

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ARTICLE 1             DEFINED TERMS..............................................................................1

         Section  1.1          Definitions.......................................................................1

ARTICLE 2             CONTINUATION OF THE ISSUER TRUST..........................................................11

         Section  2.1          Name.............................................................................11

         Section  2.2          Office of the Delaware Trustee; Principal Place of Business......................11

         Section  2.3          Initial Contribution of Trust Property; Organizational Expenses..................11

         Section  2.4          Issuance of the Preferred Securities.............................................11

         Section  2.5          Issuance of the Common Securities; Subscription and Purchase of Debt Securities..12

         Section  2.6          Continuation of Trust............................................................12

         Section  2.7          Authorization to Enter into Certain Transactions.................................13

         Section  2.8          Assets of Trust..................................................................16

         Section  2.9          Title to Trust Property..........................................................16

ARTICLE 3             PAYMENT ACCOUNT...........................................................................17

         Section  3.1          Payment Account..................................................................17

ARTICLE 4             DISTRIBUTIONS; REDEMPTION.................................................................17

         Section  4.1          Distributions....................................................................17

         Section  4.2          Redemption.......................................................................18

         Section  4.3          Subordination of Common Securities...............................................21

         Section  4.4          Payment Procedures...............................................................21

         Section  4.5          Withholding Tax..................................................................21

         Section  4.6          Tax Returns and Reports..........................................................22

         Section  4.7          Payment of Taxes, Duties, Etc. of the Issuer Trust...............................22

         Section  4.8          Payments under Indenture or Pursuant to Direct Actions...........................22

         Section  4.9          Liability of the Holder of Common Securities.....................................22

         Section  4.10         Exchanges........................................................................23

ARTICLE 5             SECURITIES CERTIFICATES...................................................................23

         Section  5.1          Initial Ownership................................................................23

         Section  5.2          The Securities Certificates......................................................23

         Section  5.3          Execution and Delivery of Securities Certificates................................24
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                                TABLE OF CONTENTS
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         Section  5.4          Book-Entry Preferred Securities..................................................24

         Section  5.5          Registration of Transfer and Exchange of Preferred Securities Certificates.......26

         Section  5.6          Mutilated, Destroyed, Lost or Stolen Securities Certificates.....................28

         Section  5.7          Persons Deemed Holders...........................................................28

         Section  5.8          Access to List of Holders' Names and Addresses...................................29

         Section  5.9          Maintenance of Office or Agency..................................................29

         Section  5.10         Appointment of Paying Agents.....................................................29

         Section  5.11         Ownership of Common Securities by Depositor......................................30

         Section  5.12         Notices to Clearing Agency.......................................................30

         Section  5.13         Rights of Holders; Waivers of Past Defaults......................................30

ARTICLE 6             ACTS OF HOLDERS; MEETINGS; VOTING.........................................................33

         Section  6.1          Limitations on Voting Rights.....................................................33

         Section  6.2          Notice of Meetings...............................................................34

         Section  6.3          Meetings of Holders of the Preferred Securities..................................34

         Section  6.4          Voting Rights....................................................................34

         Section  6.5          Proxies, Etc.....................................................................34

         Section  6.6          Holder Action by Written Consent.................................................35

         Section  6.7          Record Date for Voting and Other Purposes........................................35

         Section  6.8          Acts of Holders..................................................................35

         Section  6.9          Inspection of Records............................................................36

ARTICLE 7             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......................................38

ARTICLE 8             THE ISSUER TRUSTEES.......................................................................38

         Section  8.1          Certain Duties and Responsibilities..............................................38

         Section  8.2          Certain Notices..................................................................41

         Section  8.3          Certain Rights of Property Trustee...............................................41

         Section  8.4          Not Responsible for Recitals or Issuance of Securities...........................44

         Section  8.5          May Hold Securities..............................................................44
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                                TABLE OF CONTENTS
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         Section  8.6          Compensation; Indemnity; Fees....................................................44

         Section  8.7          Corporate Property Trustee Required; Eligibility of Issuer Trustees..............45

         Section  8.8          Conflicting Interests............................................................45

         Section  8.9          Co-Trustees and Separate Trustee.................................................46

         Section  8.10         Resignation and Removal; Appointment of Successor................................47

         Section  8.11         Acceptance of Appointment by Successor...........................................49

         Section  8.12         Merger, Conversion, Consolidation or Succession to Business......................49

         Section  8.13         Preferential Collection of Claims Against Depositor or Issuer Trust..............49

         Section  8.14         Property Trustee May File Proofs of Claim........................................49

         Section  8.15         Reports by Property Trustee......................................................50

         Section  8.16         Reports to the Property Trustee..................................................51

         Section  8.17         Evidence of Compliance with Conditions Precedent.................................51

         Section  8.18         Number of Issuer Trustees........................................................51

         Section  8.19         Delegation of Power..............................................................51

         Section  8.20         Appointment of Administrative Trustees...........................................51

         Section  8.21         Delaware Trustee.................................................................52

ARTICLE 9             TERMINATION, LIQUIDATION AND MERGER.......................................................52

         Section  9.1          Dissolution Upon Expiration Date.................................................52

         Section  9.2          Early Termination................................................................52

         Section  9.3          Termination......................................................................53

         Section  9.4          Liquidation......................................................................53

         Section  9.5          Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust...........54

ARTICLE 10            MISCELLANEOUS PROVISIONS..................................................................55

         Section  10.1         Limitation of Rights of Holders..................................................55

         Section  10.2         Agreed Tax Treatment of Issuer Trust and Trust Securities........................56

         Section  10.3         Amendment........................................................................56

         Section  10.4         Separability.....................................................................57

         Section  10.5         Governing Law....................................................................57
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                                TABLE OF CONTENTS
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         Section  10.6         Payments Due on Non -Business Day................................................58

         Section  10.7         Successors.......................................................................58

         Section  10.8         Headings.........................................................................58

         Section  10.9         Reports, Notices and Demands.....................................................58

         Section  10.10        Agreement Not to Petition........................................................59

         Section  10.11        Trust Indenture Act; Conflict with Trust Indenture Act...........................59

         Section  10.12        Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture........59
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                                      -iv-

<PAGE>

         Exhibit A                 Certificate of Trust
         Exhibit B                 Form of DTC Letter of Representations
         Exhibit C                 Form of Common Securities Certificate
         Exhibit D                 Form of Expense Agreement
         Exhibit E                 Form of Preferred Securities Certificate

                                       -v-

<PAGE>

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of     , 200 , among (i)
Everest Reinsurance Holdings, Inc., a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) JPMorgan Chase Bank, a New York
banking corporation, as property trustee (in such capacity, the "Property
Trustee" and, in its separate corporate capacity and not in its capacity as
Property Trustee, the "Bank"), (iii) Chase Manhattan Bank USA, National
Association, a national banking association, as Delaware trustee (in such
capacity, the "Delaware Trustee"), (iv) Stephen L. Limauro, an individual, Keith
Shoemaker, an individual and Frank N. Lopapa, an individual, each of whose
address is c/o Everest Reinsurance Holdings, Inc., 477 Martinsville Road, P.O.
Box 830, Liberty Corner, New Jersey 07938 (each an "Administrative Trustee" and
collectively the "Administrative Trustees" and together with the Property
Trustee and the Delaware Trustee the "Issuer Trustees") and (v) the several
Holders, as hereinafter defined.

                                   WITNESSETH

         WHEREAS, the Depositor, the Property Trustee, the Delaware Trustee and
one of the Administrative Trustees have heretofore created a Delaware statutory
trust pursuant to the Delaware Statutory Trust Act by entering into a Trust
Agreement, dated as of June  , 2003 (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 June , 2003, attached as
Exhibit A; and

         WHEREAS, the Depositor and the Issuer Trustees desire to amend and
restate the Original Trust Agreement in its entirety as set forth herein to
provide for, among other things, (i) the issuance of the Common Securities by
the Issuer Trust to the Depositor, (ii) the issuance and sale of the Preferred
Securities by the Issuer Trust pursuant to the Underwriting Agreement and (iii)
the acquisition by the Issuer Trust from the Depositor of all of the right,
title and interest in the Debt Securities;

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

                                    ARTICLE 1

                                  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;

         (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;

<PAGE>

         (c)      The words "include", "includes" and "including" shall be
                  deemed to be followed by the phrase "without limitation";

         (d)      All accounting terms used but not defined herein have the
                  meanings assigned to them in accordance with United States
                  generally accepted accounting principles;

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

         (f)      The words "hereby", "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 a Like Amount of Debt
Securities for such period.

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

         "Additional Taxes" has the meaning specified in Section 1.1 of the
Indenture.

         "Administrative Trustee" means each of the Persons appointed in
accordance with Section 8.20 solely in such Person's capacity as Administrative
Trustee of the Issuer Trust and not in such Person's individual capacity, or any
successor Administrative Trustee appointed as herein provided.

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

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Book-Entry Preferred Security, the rules and procedures
of the Clearing Agency for such Book-Entry Preferred Security, in each case to
the extent applicable to such transaction and as in effect from time to time.

         "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

                                        2

<PAGE>

         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 90
         consecutive days; or

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

         "Bankruptcy Laws" has the meaning specified in Section 10.10.

         "Board of Directors" means the board of directors of the Depositor or
any other duly authorized committee of the board of directors of the Depositor.

         "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 and to be in full force and effect on the
date of such certification, and delivered to the Issuer Trustees.

         "Book-Entry Preferred Security" means a Preferred Security, the
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 5.4.

         "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
Indenture Trustee is closed for business.

         "Certificate Depository Agreement" means the agreement among the Issuer
Trust, the Depositor and DTC, as the initial Clearing Agency, dated as of the
date hereof, 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 Exchange Act. DTC will be the initial
Clearing Agency.

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

                                        3

<PAGE>

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

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Securities and Exchange 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 Issuer Trust, having a Liquidation Amount of $25 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution to the extent provided herein.

         "Corporate Trust Office" means (i) when used with respect to the
Property Trustee, the office of the Property Trustee located at 4 New York
Plaza, 15th Floor, New York, NY 10004, and (ii) when used with respect to the
Indenture Trustee, the office of the Indenture Trustee located in 4 New York
Plaza, 15th Floor, New York, NY 10004.

         "Debt Securities" means the Depositor's [  ]% Junior Subordinated Debt
Securities due            ,      issued pursuant to the Indenture.

         "Debt Securities Redemption Date" means, with respect to any Debt
Securities to be redeemed under the Indenture, the date fixed for redemption of
such Debt Securities under the Indenture, including any date fixed for
redemption pursuant to the occurrence of a Tax Event or an Investment Company
Event.

         "Definitive Preferred Securities Certificates" means either or both (as
the context requires) of (i) Preferred Securities Certificates issued as Global
Preferred Securities as provided in Section 5.2 or 5.4, and (ii) Preferred
Securities Certificates issued in certificated, fully registered form as
provided in Section 5.2, 5.4 or 5.5.

         "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., or any successor statute
thereto, in each case as 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 heretofore created and continued hereunder and not
in its individual capacity, or its successor in interest in such capacity, or
any successor Delaware trustee appointed as herein provided.

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

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

                                        4

<PAGE>

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

         "DTC" means The Depository Trust Company or any successor thereto.

         "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 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 an Indenture Event of Default; or

                  (b)      default by the Issuer 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 Issuer 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 Issuer Trustees in
         this Trust Agreement (other than those specified in clause (b) or (c)
         above) and continuation of such default or breach for a period of 60
         days after there has been given, by registered or certified mail, to
         the Issuer Trustees and to the Depositor by the Holders of at least 33%
         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, unless Holders in aggregate Liquidation Amount of
         Outstanding Preferred Securities not less than the aggregate
         Liquidation Amount of Outstanding Preferred Securities that gave such
         notice shall agree in writing to an extension of such period prior to
         its expiration; provided, however, that the Holders of such aggregate
         Liquidation Amount of Outstanding Preferred Securities shall be deemed
         to have agreed to an extension of such period if corrective action is
         initiated by the Issuer Trustees within such period and is being
         diligently pursued; or

                  (e)      the occurrence of a Bankruptcy Event with respect to
         the Property Trustee if a successor Property Trustee has not been
         appointed within 90 days thereof.

         "Exchange Act" means the Securities Exchange Act of 1934, and any
successor statute thereto, in each case as amended from time to time.

         "Expense Agreement" means the Agreement as to Expenses and Liabilities,
dated as of the date hereof, between the Depositor, in its capacity as holder of
the Common Securities, and the Issuer 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.

                                        5

<PAGE>

         "Global Preferred Security" means a Preferred Securities Certificate
evidencing ownership of Book-Entry Preferred Securities.

         "Guarantee Agreement" means the Guarantee Agreement executed and
delivered by the Depositor and JPMorgan Chase Bank, as guarantee trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the holders of the Preferred Securities, as amended from time to
time.

         "Holder" means a Person in whose name a Trust Security or Trust
Securities are registered in the Securities Register; any such Person shall be
deemed to be a beneficial owner within the meaning of the Delaware Statutory
Trust Act.

         "Indenture" means the Junior Subordinated Indenture, dated as of
November 14, 2002, between the Depositor and the Indenture Trustee, as trustee,
as heretofore amended and supplemented and as amended and supplemented by the
[ ] Supplemental Indenture, among the Depositor, the Indenture Trustee, as
trustee, and for the limited purposes therein specified, Everest Re Group, Ltd.,
dated as of , 200 , and as further amended or supplemented from time to time.

         "Indenture Event of Default" means any "Event of Default" specified in
Section 5.1 of the Indenture.

         "Indenture Trustee" means the Person identified as the "Trustee" in the
Indenture, solely in its capacity as Trustee pursuant to the Indenture and not
in its individual capacity, or its successor in interest in such capacity, or
any successor Trustee appointed as provided in the Indenture.

         "Investment Company Act" means the Investment Company Act of 1940, or
any successor statute thereto, in each case as amended from time to time.

         "Investment Company Event" means the receipt by the Issuer Trust of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of the occurrence of a change in law or regulation or a written change
(including any announced prospective change) in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority, there is more than an insubstantial risk that the Issuer
Trust is or will be considered an "investment company" that is required to be
registered under the Investment Company Act, which change or prospective change
becomes effective or would become effective, as the case may be, on or after the
date of the issuance of the Preferred Securities.

         "Issuer Trust" means the Delaware statutory trust known as "Everest Re
Capital Trust [II or III]" which was formed on June     , 2003 under the
Delaware Statutory Trust Act pursuant to the Original Trust Agreement and the
filing of the Certificate of Trust, and continued pursuant to this Trust
Agreement.

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

                                        6

<PAGE>

         "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 any Trust
Securities, Trust Securities having a Liquidation Amount equal to that portion
of the principal amount of Debt Securities 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, (b) with respect to a distribution of
Debt Securities to Holders of Trust Securities in connection with a dissolution
or liquidation of the Issuer Trust, Debt Securities having a principal amount
equal to the Liquidation Amount of the Trust Securities of the Holder to whom
such Debt Securities are distributed, and (c) with respect to any distribution
of Additional Amounts to Holders of Trust Securities, Debt Securities having a
principal amount equal to the Liquidation Amount of the Trust Securities in
respect of which such distribution is made.

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

         "Liquidation Date" means the date on which assets are to be distributed
to Holders in accordance with Section 9.4 hereunder following dissolution of the
Issuer Trust.

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

         "Majority in Liquidation Amount of the Preferred Securities" or
"Majority in Liquidation Amount of the Common Securities" means, except as
provided by the Trust Indenture Act, Preferred Securities or Common Securities,
as the case may be, representing more than 50% of the aggregate Liquidation
Amount of all then Outstanding Preferred Securities or Common Securities, as the
case may be.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Depositor, and delivered to the
Issuer Trustees. Any Officers' Certificate delivered with respect to compliance
with a condition or covenant provided for in this Trust Agreement shall include:

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

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

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

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

                                        7

<PAGE>

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Depositor or any Affiliate of the Depositor.

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

         "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 Property
         Trustee or delivered to the Property Trustee 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; provided, however, 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 that have been paid or in exchange
         for or in lieu of which other Trust Securities have been executed and
         delivered pursuant to Sections 5.4, 5.5, 5.6 and 5.11;

         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 Issuer Trustee or
any Affiliate of the Depositor or of any Issuer Trustee shall be disregarded and
deemed not to be Outstanding, except that (i) in determining whether any Issuer
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
that such Issuer Trustee knows to be so owned shall be so disregarded, and (ii)
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 Issuer Trustees and/or
any such Affiliate. Preferred Securities so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Administrative Trustees the pledgee's right so to act with
respect to such Preferred Securities and that the pledgee is not the Depositor
or any Affiliate of the Depositor.

         "Owner" means each Person who is the beneficial owner of Book-Entry
Preferred Securities 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 5.10 and shall initially be the Bank.

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

                                        8

<PAGE>

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

         "Preferred Security" means an undivided beneficial interest in the
assets of the Issuer Trust, having a Liquidation Amount of $25 and having the
rights provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution to the extent 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 Issuer Trust 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, however, that each Debt Securities Redemption Date and the
stated maturity of the Debt Securities 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 to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debt Securities.

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

         "Securities Act" means the Securities Act of 1933, and any successor
statute thereto, in each case as amended from time to time.

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

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.5.

         "Successor Preferred Securities" of any particular Preferred Securities
Certificate means every Preferred Securities Certificate issued after, and
evidencing all or a portion of the same beneficial interest in the Issuer Trust
as that evidenced by, such particular Preferred Securities Certificate; and, for
the purposes of this definition, any Preferred Securities Certificate executed
and delivered under Section 5.6 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Preferred Securities Certificate shall be deemed to
evidence the same beneficial interest in the Issuer Trust as the mutilated,
destroyed, lost or stolen Preferred Securities Certificate.

                                        9

<PAGE>

         "Tax Event" means the receipt by the Issuer Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of (a) any
amendment to or change (including any announced prospective change) in the laws
or any regulations thereunder of the United States or any political subdivision
or taxing authority thereof or therein, or (b) any judicial decision or any
official administrative pronouncement (including any private letter ruling,
technical advice memorandum or field service advice) or regulatory procedure (an
"Administrative Action"), regardless of whether such judicial decision or
Administrative Action is issued to or in connection with a proceeding involving
the Depositor or the Issuer Trust and whether or not subject to review or
appeal, which amendment, change, Administrative Action or decision is enacted,
promulgated or announced, in each case, on or after the date hereof, there is
more than an insubstantial risk that (i) the Issuer Trust is, or will be within
90 days of the date of such opinion, subject to United States federal income tax
with respect to income received or accrued on the Debt Securities, (ii) interest
payable by the Depositor or original issue discount accruing on the Debt
Securities is not, or within 90 days of the date of such opinion, will not be,
deductible by the Depositor, in whole or in part, for United States federal
income tax purposes, or (iii) the Issuer Trust is, or will be within 90 days of
the date of such opinion, subject to more than a de minimis amount of other
taxes, duties or other governmental charges.

         "Time of Delivery" has the meaning specified in the Underwriting
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, 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 if
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 Debt Securities, (b) any cash on deposit
in, or owing to, the Payment Account, and (c) 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 trusts of this Trust
Agreement.

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

         "Underwriting Agreement" means the [Pricing Agreement, dated    , 200 ,
among the Issuer Trust, the Depositor and the Underwriters named therein, as the
same may be amended from time to time and includes the Underwriting Agreement
incorporated therein by reference].

         "Vice President," when used with respect to the Depositor, means any
duly appointed vice president, whether or not designated by a number or a word
or words added before or after the title "vice president."

                                       10

<PAGE>

                                    ARTICLE 2

                        CONTINUATION OF THE ISSUER TRUST

         SECTION 2.1       NAME.

         The trust continued hereby shall be known as "Everest Re Capital
Trust [II or III]", 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 Issuer Trustees, in which name the Issuer Trustees may
conduct the business of the Issuer Trust, make and execute contracts and other
instruments on behalf of the Issuer Trust and sue and be sued.

         SECTION 2.2       OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
BUSINESS.

         The address of the Delaware Trustee in the State of Delaware is Chase
Manhattan Bank USA, National Association, c/o JPMorgan Chase Bank, 500 Stanton
Christiana Road, Building 4 (3rd Floor), Newark, Delaware 19713, Attention:
Institutional Trust Services, or such other address in the State of Delaware as
the Delaware Trustee may designate by written notice to the Holders, the
Depositor, the Property Trustee and the Administrative Trustees. The principal
executive office of the Issuer Trust is c/o Everest Reinsurance Holdings, Inc.,
477 Martinsville Road, P.O. Box 830, Liberty Corner, New Jersey 07938,
Attention: General Counsel.

         SECTION 2.3       INITIAL CONTRIBUTION OF TRUST PROPERTY;
ORGANIZATIONAL EXPENSES.

         The Property Trustee acknowledges receipt 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 Issuer Trust as they arise or shall, upon request of any Issuer
Trustee, promptly reimburse such Issuer Trustee for any such expenses paid by
such Issuer Trustee. The Depositor shall make no claim upon the Trust Property
for the payment of such expenses.

         SECTION 2.4       ISSUANCE OF THE PREFERRED SECURITIES.

         On      , 200 , the Depositor, both on its own behalf and on behalf of
the Issuer Trust pursuant to the Original Trust Agreement, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Issuer Trust, shall execute in accordance with Sections 5.2, 5.3 and 8.9(a) and
the Property Trustee shall deliver to the underwriters, Preferred Securities
Certificates, registered in the names requested by the underwriters, evidencing
an aggregate of [         ] Preferred Securities having an aggregate Liquidation
Amount of $[         ] against receipt of the aggregate purchase price of such
Preferred Securities by the Property Trustee. In the event and to the extent the
Over-allotment Option (as defined in the Underwriting Agreement) granted by the
Issuer Trust and the Depositor pursuant to the Underwriting Agreement is
exercised by the underwriters, on each Time of Delivery, an Administrative
Trustee, on behalf of the Issuer Trust, shall execute and deliver to the
underwriters named therein Preferred Securities Certificates, registered in the
names requested by the underwriters, in an aggregate amount of up to [         ]
Preferred Securities having an aggregate Liquidation Amount of up to
$[         ]

                                       11

<PAGE>

against receipt of the aggregate purchase price of such Preferred Securities by
the Property Trustee.

         SECTION 2.5       ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND
PURCHASE OF DEBT SECURITIES.

         Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Issuer Trust, shall
execute in accordance with Sections 5.2, 5.3 and 8.9(a) and the Property Trustee
shall deliver to the Depositor Common Securities Certificates, registered in the
name of the Depositor, evidencing an aggregate of [         ] Common Securities
having an aggregate Liquidation Amount of $[         ], against receipt of the
aggregate purchase price of such Common Securities by the Property Trustee.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Issuer
Trust, shall subscribe for and purchase from the Depositor Debt Securities,
registered in the name of the Property Trustee, not in its individual capacity
but solely as Property Trustee, on behalf of the Issuer Trust and having an
aggregate principal amount equal to $[         ], and the Property Trustee, on
behalf of the Issuer Trust, shall deliver to the Depositor the aggregate
purchase price therefor (being the sum of the amounts delivered to the Property
Trustee pursuant to (i) the second sentence of Section 2.4 and (ii) the first
sentence of this Section 2.5). In the event and to the extent the Over-allotment
Option granted by the Issuer Trust and the Depositor pursuant to the
Underwriting Agreement is exercised by the underwriters, on each Time of
Delivery, (a) an Administrative Trustee, on behalf of the Issuer Trust, shall
execute and deliver to the Depositor Common Securities Certificates, registered
in the name of the Depositor, evidencing an aggregate of up to [         ]
Common Securities having an aggregate Liquidation Amount of up to $[         ],
against receipt of the aggregate purchase price of such Common Securities by the
Property Trustee and (b) contemporaneously therewith, an Administrative Trustee,
on behalf of the Issuer Trust, shall subscribe for and purchase from the
Depositor Debt Securities, registered in the name of the Property Trustee, not
in its individual capacity but solely as Property Trustee, on behalf of the
Issuer Trust and having an aggregate principal amount equal to the aggregate
Liquidation Amount of the Preferred Securities issued to the underwriters at
such Time of Delivery and the Common Securities issued to the Depositor at such
Time of Delivery and the Property Trustee, on behalf of the Issuer Trust, shall
deliver to the Depositor the aggregate purchase price therefor (being the sum of
the amounts delivered to the Property Trustee pursuant to (i) the third sentence
of Section 2.4 and (ii) the second sentence of this Section 2.5).

         SECTION 2.6       CONTINUATION OF TRUST.

         The exclusive purposes and functions of the Issuer Trust are (a) to
issue and sell Trust Securities and use the proceeds from such sale to acquire
the Debt Securities, and (b) to engage in only those activities necessary, or
incidental thereto. The Delaware Trustee, Property Trustee and the
Administrative Trustees are trustees of the Issuer Trust, and have all the
rights, powers and duties to the extent set forth herein. The Issuer Trustees
hereby acknowledge that they are trustees of the Trust. The Property Trustee
hereby declares that it will hold the Trust Property upon and subject to the
conditions set forth herein for the benefit of the Issuer Trust and the Holders.
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 Issuer Trust.

                                       12

<PAGE>

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 Issuer Trust for the sole and limited
purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory
Trust Act and for taking such actions as are required to be taken by a Delaware
trustee under the Delaware Statutory Trust Act. The Delaware Trustee, the
Property Trustee and one of the Administrative Trustee, as the trustees under
the Original Trust Agreement, filed the Certificate of Trust of the Trust with
the office of the Secretary of State of the State of Delaware, a copy of which
is attached hereto as Exhibit A, and such filing is hereby confirmed and
ratified.

         SECTION 2.7       AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

(a)      The Issuer Trustees shall conduct the affairs of the Issuer Trust in
         accordance with the terms of this Trust Agreement. Subject to the
         limitations set forth in paragraph (b) of this Section, and in
         accordance with the following provisions (i) and (ii), the Issuer
         Trustees shall have the authority to enter into all transactions and
         agreements determined by the Issuer Trustees to be appropriate in
         exercising the authority, express or implied, otherwise granted to the
         Issuer Trustees, under this Trust Agreement, and to perform all acts in
         furtherance thereof, including the following:

                  (i)      As among the Issuer Trustees, each Administrative
                           Trustee shall have the power and authority to act on
                           behalf of the Issuer Trust with respect to the
                           following matters:

                           (A)      the issuance and sale of the Trust
                                    Securities;

                           (B)      to cause the Issuer Trust to enter into, and
                                    to execute, deliver and perform on behalf of
                                    the Issuer Trust, the Expense Agreement, the
                                    Certificate Depository Agreement, any
                                    subscription or purchase agreement for the
                                    Common Securities or the Debt Securities, as
                                    applicable, and such other agreements as may
                                    be necessary or desirable in connection with
                                    the purposes and function of the Issuer
                                    Trust;

                           (C)      assisting in the registration of the
                                    Preferred Securities under the Securities
                                    Act, and under applicable state securities
                                    or blue sky laws and the qualification of
                                    this Trust Agreement as a trust indenture
                                    under the Trust Indenture Act;

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

                                       13

<PAGE>

                           (E)      assisting in the sending of notices (other
                                    than notices of default) and other
                                    information regarding the Trust Securities
                                    and the Debt Securities to the Holders in
                                    accordance with this Trust Agreement;

                           (F)      the appointment of a Paying Agent,
                                    authenticating agent and Securities
                                    Registrar in accordance with this Trust
                                    Agreement;

                           (G)      execution of the Trust Securities on behalf
                                    of the Issuer Trust in accordance with this
                                    Trust Agreement;

                           (H)      execution and delivery of closing
                                    certificates, if any, pursuant to the
                                    Underwriting Agreement and application for a
                                    taxpayer identification number for the
                                    Issuer Trust;

                           (I)      unless otherwise required by the Delaware
                                    Statutory Trust Act or the Trust Indenture
                                    Act, to execute on behalf of the Issuer
                                    Trust (either acting alone or together with
                                    the other Administrative Trustees) any
                                    documents that the Administrative Trustees
                                    have the power to execute pursuant to this
                                    Trust Agreement; and

                           (J)      the taking of any action incidental to the
                                    foregoing as the Administrative Trustees may
                                    from time to time determine is necessary or
                                    advisable to give effect to the terms of
                                    this Trust Agreement.

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

                           (A)      the establishment of the Payment Account;

                           (B)      the receipt and holding of legal title of
                                    the Debt Securities;

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

                           (D)      the distribution through the Paying Agent of
                                    amounts distributable to the Holders in
                                    respect of the Trust Securities;

                           (E)      the exercise of all of the rights, powers
                                    and privileges of a holder of the Debt
                                    Securities in accordance with the terms of
                                    this Trust Agreement;

                           (F)      the sending of notices of default and other
                                    information regarding the Trust Securities
                                    and the Debt Securities to the Holders in
                                    accordance with this Trust Agreement;

                                       14

<PAGE>

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

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

                           (I)      the taking of any action incidental to the
                                    foregoing as the Property Trustee may from
                                    time to time determine is necessary or
                                    advisable to give effect to the terms of
                                    this Trust Agreement and protect and
                                    conserve the Trust Property for the benefit
                                    of the Holders (without consideration of the
                                    effect of any such action on any particular
                                    Holder).

(b)      So long as this Trust Agreement remains in effect, the Issuer Trust (or
         the Issuer Trustees acting on behalf of the Issuer Trust) shall not
         undertake any business, activities or transaction except as expressly
         provided herein or contemplated hereby. In particular, the Issuer
         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 Holders,
         except as expressly provided herein, (iii) take any action that would
         reasonably be expected to cause the Issuer Trust to become taxable as a
         corporation or classified as other than a grantor trust for United
         States federal income tax purposes, (iv) take or consent to any action
         that would cause the Debt Securities to be treated as other than
         indebtedness of the Depositor for United States federal income tax
         purposes, (v) incur any indebtedness for borrowed money or issue any
         other debt, or (vi) take or consent to any action that would result in
         the placement of a Lien on any of the Trust Property. The Issuer
         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 Issuer Trust or the Holders in their capacity as Holders.

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

                  (i)      the preparation and filing by the Issuer Trust with
                           the Commission and the execution on behalf of the
                           Issuer Trust of a registration statement on the
                           appropriate form in relation to the Preferred
                           Securities, including any amendments thereto and the
                           taking of any action necessary or desirable to sell
                           the Preferred Securities in a transaction or a series
                           of transactions pursuant thereto;

                                       15

<PAGE>

                  (ii)     the determination of the States or other
                           jurisdictions, if any, 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 that must be
                           taken by or on behalf of the Issuer Trust, and the
                           advice to the Issuer Trust of actions they must take
                           on behalf of the Issuer Trust, and the preparation
                           for execution and filing of any documents to be
                           executed and filed by the Issuer Trust or on behalf
                           of the Issuer Trust, as the Depositor deems necessary
                           or advisable in order to comply with the applicable
                           laws of any such States in connection with the sale
                           of the Preferred Securities;

                  (iii)    the preparation for filing by the Issuer Trust and
                           execution on behalf of the Issuer Trust of any
                           application to the New York Stock Exchange or any
                           other national stock exchange or the Nasdaq National
                           Market for listing upon notice of issuance of any
                           Preferred Securities;

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

                  (v)      the negotiation of the terms of, and the execution
                           and delivery of, 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
         Issuer Trust and to operate the Issuer Trust so that the Issuer Trust
         will not be deemed to be an "investment company" required to be
         registered under the Investment Company Act, and will not be taxable as
         a corporation or classified as other than a grantor trust for United
         States federal income tax purposes and so that the Debt Securities will
         be treated as indebtedness of the Depositor for United States federal
         income tax purposes. In this connection, each Administrative Trustee is
         authorized to take any action, not inconsistent with applicable law,
         the Certificate of Trust or this Trust Agreement, that such
         Administrative Trustee determine in his or her 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 Outstanding Preferred Securities. In no event shall the
         Administrative Trustees be liable to the Issuer Trust or the Holders
         for any failure to comply with this section that results from a change
         in law or regulation or in the interpretation thereof.

         SECTION 2.8       ASSETS OF TRUST.

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

                                       16

<PAGE>

         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 Issuer Trust and the
Holders in accordance with this Trust Agreement.

                                    ARTICLE 3

                                 PAYMENT ACCOUNT

         SECTION 3.1       PAYMENT ACCOUNT.

(a)      On or prior to the date hereof, the Property Trustee shall establish
         the Payment Account. The Property Trustee and its agents 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 Holders 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 on, and any
         other payments or proceeds with respect to, the Debt Securities.
         Amounts held in the Payment Account shall not be invested by the
         Property Trustee pending distribution thereof.

                                    ARTICLE 4

                            DISTRIBUTIONS; REDEMPTION

         SECTION 4.1       DISTRIBUTIONS.

(a)      The Trust Securities represent undivided beneficial interests in the
         Trust Property, and Distributions (including of 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 Debt Securities. Accordingly:

                  (i)      Distributions on the Trust Securities shall be
                           cumulative, and shall accumulate whether or not there
                           are funds of the Trust available for the payment of
                           Distributions. Distributions shall accumulate from
                           [date of closing], 200 , and, except as provided in
                           clause (ii) below, shall be payable quarterly in
                           arrears on [    ], [    ], [    ] and [    ] of each
                           year, commencing on [     ], 200 . 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, such payment
                           shall be made on the

                                       17

<PAGE>

                           immediately preceding Business Day, in each case with
                           the same force and effect as if made on the date on
                           which such payment was originally payable (each date
                           on which distributions are payable in accordance with
                           this Section 4.1(a), a "Distribution Date").

                  (ii)     In the event (and to the extent) that the Depositor
                           exercises its right under the Indenture to defer the
                           payment of interest on the Debt Securities, quarterly
                           Distributions on the Preferred Securities shall be
                           deferred.

                  (iii)    Distributions shall accumulate in respect of the
                           Trust Securities at a rate of [     ]% per annum,
                           compounded quarterly, of the Liquidation Amount of
                           the Trust Securities. The amount of Distributions
                           payable for any period less than a full Distribution
                           period shall be computed on the basis of a 360-day
                           year of twelve 30-day months and the actual number of
                           days elapsed in a partial month in a period.
                           Distributions payable for each full Distribution
                           period will be computed by dividing the rate per
                           annum by four. The amount of Distributions payable
                           for any period shall include any Additional Amounts
                           in respect of such period.

                  (iv)     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 Issuer 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 fifteenth day (whether or not a Business Day) next preceding the
         relevant Distribution Date. Distribution payable on any Trust
         Securities that are not punctually paid on any Distribution Date as a
         result of the Depositor having failed to make an interest payment under
         the Debt Securities will cease to be payable to the Person in whose
         name such Trust Securities are registered on the relevant record date,
         and such defaulted Distribution will instead be payable to the Person
         in whose name such Trust Securities are registered on the special
         record date or other specified date for determining Holders entitled to
         such defaulted interested established in accordance with the Indenture.

         SECTION 4.2       REDEMPTION.

(a)      On each Debt Securities Redemption Date and on the stated maturity of
         the Debt Securities, the Issuer Trust (subject, in the case of
         redemption, to the Property Trustee having received notice of such
         redemption and of the principal amount to be redeemed from the
         Depositor no later than 45 days prior to such Debt Securities
         Redemption Date) 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

                                       18

<PAGE>

         each Holder of Trust Securities to be redeemed, at such Holder's
         address appearing in the Securities Register. All notices of redemption
         shall state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price or if the Redemption Price
                           cannot be calculated prior to the time the notice is
                           required to be sent, the estimate of the Redemption
                           Price provided pursuant to (and as defined in) the
                           Indenture, as calculated by the Depositor, together
                           with a statement that it is an estimate and that the
                           actual Redemption Price will be calculated on the
                           third Business Day prior to the Redemption Date (and
                           if an estimate is provided, a further notice shall be
                           sent of the actual Redemption Price on the date that
                           such Redemption Price is calculated);

                  (iii)    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;

                  (iv)     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, except as
                           provided in Section 4.2(d) below; and

                  (v)      the place or places where the Trust Securities are to
                           be surrendered for the payment of the Redemption
                           Price; and

                  (vi)     such other provision as the Property Trustee deems
                           relevant.

         The Issuer Trust in issuing the Trust Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Property Trustee shall
indicate the "CUSIP" numbers of the Trust Securities in notices of redemption
and related materials as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Trust Securities or as contained in any
notice of redemption and related materials.

(c)      The Trust Securities redeemed on each Redemption Date shall be redeemed
         at the Redemption Price with the proceeds from the contemporaneous
         redemption of Debt Securities. 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 Issuer 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 10:00 A.M., New York City time, on the
         Redemption Date, the Depositor shall deposit sufficient funds with the
         Property Trustee to pay the Redemption Price. If such deposit has been
         made by such time, then by 12:00 noon, New York City time, on the
         Redemption Date, subject to Section 4.2(c), the Property Trustee will,
         with respect to Book-Entry Preferred Securities, irrevocably deposit
         with the Clearing Agency

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<PAGE>

         for such Book-Entry Preferred Securities, to the extent available
         therefor, funds sufficient to pay the applicable Redemption Price and
         will give such Clearing Agency irrevocable instructions and authority
         to pay the Redemption Price to the Holders of the Preferred Securities.
         With respect to Preferred Securities that are not Book-Entry Preferred
         Securities, the Property Trustee, subject to Section 4.2(c), will
         irrevocably deposit with the Paying Agent or Paying Agents, to the
         extent available therefor, funds sufficient to pay the applicable
         Redemption Price and will give the Paying Agent or Paying Agents
         irrevocable instructions and authority to pay the Redemption Price to
         the Holders of the Preferred Securities 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 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 Holders holding Trust
         Securities so called for redemption will cease, except the right of
         such Holders to receive the Redemption Price and any Distribution
         payable in respect of the Trust Securities on or prior to the
         Redemption Date, but without interest, and such Securities will cease
         to be Outstanding. In the event that any date on which any Redemption
         Price is payable is not a Business Day, then payment of the Redemption
         Price payable on such date will be made on the next succeeding day that
         is a Business Day (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 Issuer Trust or by the
         Depositor pursuant to the Guarantee Agreement, Distributions on such
         Trust Securities will continue to accumulate, as set forth in Section
         4.1, from the Redemption Date originally established by the Issuer
         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)      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 pro rata to the Common Securities and the Preferred
         Securities based upon the relative Liquidation Amounts of such classes.
         The particular Preferred Securities to be redeemed shall be selected on
         a pro rata basis based upon their respective Liquidation Amounts not
         more than 60 days prior to the Redemption Date by the Property Trustee
         from the Outstanding Preferred Securities not previously called for
         redemption, provided, however, that so long as all of the Preferred
         Securities are Book-Entry Preferred Securities, such selection shall be
         made in accordance with the customary procedures for the Clearing
         Agency for the Preferred Securities by such Clearing Agency. The
         Property Trustee shall promptly notify the Securities 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

                                       20

<PAGE>

         only in part, to the portion of the aggregate Liquidation Amount of
         Preferred Securities that has been or is to be redeemed.

(f)      Subject to the provisions of this Section 4.2 and applicable law, the
         Depositor or its Affiliates may, at any time and from time to time,
         purchase Outstanding Preferred Securities by tender, in the open market
         or by private agreement.

         SECTION 4.3       SUBORDINATION OF COMMON SECURITIES.

(a)      Payment of Distributions (including any Additional Amounts) on, the
         Redemption Price of, and the Liquidation Distribution in respect of the
         Trust Securities, as applicable, shall be made, subject to Section
         4.2(e), pro rata among the Common Securities and the Preferred
         Securities based on the Liquidation Amount of the Trust Securities;
         provided, however, that if on any Distribution Date, Redemption Date or
         Liquidation Date any Event of Default resulting from a Indenture Event
         of Default specified in Section 5.1(1) or 5.1(2) of the Indenture shall
         have occurred and be continuing, no payment of any Distribution
         (including any Additional Amounts) on, Redemption Price of, or
         Liquidation Distribution in respect of any Common Security, and no
         other payment on account of the redemption, liquidation or other
         acquisition of Common Securities, shall be made unless payment in full
         in cash of all accumulated and unpaid Distributions (including any
         Additional Amounts) 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, or in the case of payment of the Liquidation Distribution
         the full amount of such Liquidation Distribution on all Outstanding
         Preferred Securities, shall have been made or provided for, and all
         funds immediately available to the Property Trustee shall first be
         applied to the payment in full in cash of all Distributions (including
         any Additional Amounts) on, or the Redemption Price of, the Preferred
         Securities then due and payable.

(b)      In the case of the occurrence of any Indenture Event of Default, the
         Holders of the Common Securities shall have no 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 all
         such Events of Default under this Trust Agreement with respect to the
         Preferred Securities have been so cured, waived or otherwise
         eliminated, the Property Trustee shall act solely on behalf of the
         Holders of the Preferred Securities and not on behalf of the Holders of
         the Common Securities, and only the Holders of all 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 any Additional Amounts) or of the
Redemption Price, Liquidation Amount or any other amounts 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. Payments in

                                       21

<PAGE>

respect of the Common Securities shall be made in such manner as shall be
mutually agreed between the Property Trustee and the Holder of all the Common
Securities.

         SECTION 4.5       WITHHOLDING TAX.

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

         SECTION 4.6       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
Issuer Trust. In this regard, the Administrative Trustees shall (a) prepare and
file (or cause to be prepared and filed) all Internal Revenue Service forms and
returns required to be filed in respect of the Issuer Trust by January 31 in
each taxable year of the Issuer Trust, and (b) prepare and furnish (or cause to
be prepared and furnished) to each Holder all Internal Revenue Service forms and
returns required to be provided by the Issuer Trust. 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.

         SECTION 4.7       PAYMENT OF TAXES, DUTIES, ETC. OF THE ISSUER TRUST.

         Upon receipt under the Debt Securities of Additional Sums and upon the
written direction of the Administrative Trustees, the Property Trustee shall
promptly pay, solely out of monies on deposit pursuant to this Trust Agreement,
any Additional Taxes imposed on the Issuer Trust by the United States or any
other taxing authority.

         SECTION 4.8       PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT
ACTIONS.

         Any amount payable hereunder to any Holder of Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder (or any
Owner with respect thereto) has directly received pursuant to Section 5.8 of the
Indenture or Section 5.13 of this Trust Agreement.

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<PAGE>

         SECTION 4.9       LIABILITY OF THE HOLDER OF COMMON SECURITIES.

         Any Holder of the Common Securities shall be liable for the debts and
obligations of the Issuer Trust in the manner and to the extent set forth with
respect to the Depositor and agrees that it shall be subject to all liabilities
to which the Depositor may be subject, and shall make all payments that the
Depositor is required to make, under the terms of the Expense Agreement.

         SECTION 4.10      EXCHANGES.

(a)      If at any time the Depositor or any of its Affiliates (in either case,
         a "Depositor Affiliated Owner/Holder") is the Owner or Holder of any
         Preferred Securities, such Depositor Affiliated Owner/Holder shall have
         the right to deliver to the Property Trustee all or such portion of its
         Preferred Securities as it elects and receive, in exchange therefor, a
         Like Amount of Debt Securities. Such election (i) shall be exercisable
         effective on any Distribution Date by such Depositor Affiliated
         Owner/Holder delivering to the Property Trustee a written notice of
         such election specifying the Liquidation Amount of Preferred Securities
         with respect to which such election is being made and the Distribution
         Date on which such exchange shall occur, which Distribution Date shall
         be not less than ten Business Days after the date of receipt by the
         Property Trustee of such election notice and (ii) shall be conditioned
         upon such Deposition Affiliate/Owner/ Holder having delivered or caused
         to be delivered to the Property Trustee or its designee the Preferred
         Securities which are the subject of such election by 10:00 A.M. New
         York time, on the Distribution Date on which such exchange is to occur.
         After the exchange, such Preferred Securities will be cancelled and
         will no longer be deemed to be Outstanding and all rights of the
         Depositor or its Affiliate(s) with respect to such Preferred Securities
         will cease.

(b)      In the case of an exchange described in Section 4.10(a), the Issuer
         Trust will, on the date of such exchange, exchange Debt Securities
         having a principal amount equal to a proportional amount of the
         aggregate Liquidation Amount of the Outstanding Common Securities,
         based on the ratio of the aggregate Liquidation Amount of the Preferred
         Securities exchanged pursuant to Section 4.9(a) divided by the
         aggregate Liquidation Amount of the Preferred Securities Outstanding
         immediately prior to such exchange, for such proportional amount of
         Common Securities held by the Depositor (which contemporaneously shall
         be cancelled and no longer be deemed to be Outstanding); provided, that
         the Depositor delivers or causes to be delivered to the Property
         Trustee or its designee the required amount of Common Securities to be
         exchanged by 10:00 A.M. New York time, on the Distribution Date on
         which such exchange is to occur.

                                    ARTICLE 5

                             SECURITIES CERTIFICATES

         SECTION 5.1       INITIAL OWNERSHIP.

         Upon the formation of the Issuer Trust and the contribution by the
Depositor referred to in Section 2.3 and until the issuance of the Trust
Securities, and at any time during which no

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<PAGE>

Trust Securities are Outstanding, the Depositor shall be the sole beneficial
owner of the Issuer Trust.

         SECTION 5.2       THE SECURITIES CERTIFICATES.

(a)      The Preferred Securities Certificates shall be issued in minimum
         denominations of $25 Liquidation Amount and integral multiples of $25
         in excess thereof, and the Common Securities Certificates shall be
         issued in denominations of $25 Liquidation Amount and integral
         multiples thereof. The Securities Certificates shall be executed on
         behalf of the Issuer Trust by manual signature of at least one
         Administrative Trustee. Securities Certificates bearing the signatures
         of individuals who were, at the time when such signatures shall have
         been affixed, authorized to sign on behalf of the Issuer 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 Securities
         Certificates or did not hold such offices at the date of delivery of
         such Securities Certificates. A transferee of a Trust Securities
         Certificate shall become a Holder, and shall be entitled to the rights
         and subject to the obligations of a Holder hereunder, upon due
         registration of such Trust Securities Certificate in such transferee's
         name pursuant to Section 5.5.

(b)      Upon their original issuance, Preferred Securities Certificates shall
         be issued in the form of one or more Global Preferred Securities
         registered in the name of DTC, as Clearing Agency, or its nominee and
         deposited with DTC or a custodian for DTC for credit by DTC to the
         respective accounts of the Owners thereof (or such other accounts as
         they may direct).

(c)      A single Common Securities Certificate representing the Common
         Securities and, in the case of each exercise of the Over-allotment
         Option, an additional Common Securities Certificate, shall be issued to
         the Depositor in the form of a definitive Common Securities
         Certificate.

         SECTION 5.3       EXECUTION AND DELIVERY OF SECURITIES CERTIFICATES.

         At each Time of Delivery, an Administrative Trustee shall cause
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Issuer Trust and delivered
to or upon the written order of the Depositor, executed by an authorized officer
thereof, without further corporate action by the Depositor, in authorized
denominations.

         SECTION 5.4       BOOK-ENTRY PREFERRED SECURITIES.

(a)      No Global Preferred Security may be exchanged in whole or in part for
         Preferred Securities Certificates registered, and no transfer of a
         Global Preferred Security in whole or in part may be registered, in the
         name of any Person other than the Clearing Agency for such Global
         Preferred Security or a nominee thereof unless (i) the Clearing Agency
         advises the Administrative Trustees in writing that the Clearing Agency
         is no longer willing or able to properly discharge its responsibilities
         with respect to the Global Preferred Security, and the Administrative
         Trustees are unable to locate a qualified

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<PAGE>

         successor within 90 of receipt of such notice, (ii) the Clearing Agency
         ceases to be a clearing agency registered under the Exchange Act and
         the Administrative Trustees fail to appoint a qualified successor
         within 90 days of such event, (iii) the Administrative Trustees at
         their option advise the Property Trustee in writing that the Issuer
         Trust elects to terminate the book-entry system through the Clearing
         Agency, or (iv) an Indenture Event of Default has occurred and is
         continuing. Upon the occurrence of any event specified in clause (i),
         (iii) or (iv) (provided, that in case of an event referred to in clause
         (iv), the Property Trustee shall be deemed to have knowledge thereof in
         accordance with the third paragraph of Section 8.2), above, the
         Administrative Trustee shall notify the Clearing Agency and instruct
         the Clearing Agency to notify all Owners of Book-Entry Preferred
         Securities, the Delaware Trustee and the Property Trustee of the
         occurrence of such event and of the availability of the Definitive
         Preferred Securities Certificates to Owners of the Preferred Securities
         requesting the same.

(b)      If any Global Preferred Security is to be exchanged for other Preferred
         Securities Certificates or canceled in part, or if any other Preferred
         Securities Certificate is to be exchanged in whole or in part for
         Book-Entry Preferred Securities represented by a Global Preferred
         Security, then either (i) such Global Preferred Security shall be so
         surrendered for exchange or cancellation as provided in this Article V
         or (ii) the aggregate Liquidation Amount represented by such Global
         Preferred Security shall be reduced, subject to Section 5.2, or
         increased by an amount equal to the Liquidation Amount represented by
         that portion of the Global Preferred Security to be so exchanged or
         canceled, or equal to the Liquidation Amount represented by such other
         Preferred Securities Certificates to be so exchanged for Book-Entry
         Preferred Securities represented thereby, as the case may be, by means
         of an appropriate adjustment made on the records of the Securities
         Registrar, whereupon the Property Trustee, in accordance with the
         Applicable Procedures, shall instruct the Clearing Agency or its
         authorized representative to make a corresponding adjustment to its
         records. Upon surrender to the Administrative Trustees or the
         Securities Registrar of the Global Preferred Security or Securities by
         the Clearing Agency, accompanied by registration instructions, the
         Administrative Trustees, or any one of them, shall execute the
         Definitive Preferred Securities Certificates in accordance with the
         instructions of the Clearing Agency. None of the Securities Registrar
         or the Issuer 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 Issuer Trustees shall
         recognize the Holders of the Definitive Preferred Securities
         Certificates as Holders. The Definitive Preferred Securities
         Certificates shall be printed, lithographed or engraved or may be
         produced in any other manner as is reasonably acceptable to the
         Administrative Trustees, as evidenced by the execution thereof by the
         Administrative Trustees or any one of them.

(c)      Every Preferred Securities Certificate executed and delivered upon
         registration or transfer of, or in exchange for or in lieu of, a Global
         Preferred Security or any portion thereof, whether pursuant to this
         Article V or Article IV or otherwise, shall be executed and delivered
         in the form of, and shall be, a Global Preferred Security, unless such
         Preferred Securities Certificate is registered in the name of a Person
         other than the Clearing Agency for such Global Preferred Security or a
         nominee thereof.

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<PAGE>

(d)      The Clearing Agency or its nominee, as registered owner of a Global
         Preferred Security, shall be the Holder of such Global Preferred
         Security for all purposes under this Agreement and the Global Preferred
         Security, and Owners with respect to a Global Preferred Security shall
         hold such interests pursuant to the Applicable Procedures. The
         Securities Registrar and the Issuer Trustees shall be entitled to deal
         with the Clearing Agency for all purposes of this Trust Agreement
         relating to the Global Preferred Securities (including the payment of
         the Liquidation Amount of and Distributions on the Book-Entry Preferred
         Securities represented thereby and the giving of instructions or
         directions by Owners of Book-Entry Preferred Securities represented
         thereby and the giving of notices) as the sole Holder of the Book-Entry
         Preferred Securities represented thereby and shall have no obligations
         to the Owners thereof. None of the Issuer Trustees nor the Securities
         Registrar shall have any liability in respect of any transfers effected
         by the Clearing Agency.

         The rights of the Owners of the Book-Entry Preferred Securities shall
be exercised only through the Clearing Agency and shall be limited to those
established by law, the Applicable Procedures and agreements between such Owners
and the Clearing Agency and/or the Clearing Agency Participants, provided,
however, solely for the purpose of determining whether the Holders of the
requisite amount of Preferred Securities have voted on any matter provided for
in this Trust Agreement, so long as Preferred Security Certificates in
certificated form have not been issued pursuant to Section 5.4(b), the Issuer
Trustees may conclusively rely on, and shall be fully protected in relying on,
any written instrument (including a proxy) delivered to the Property Trustee by
the Clearing Agency setting forth the Owners' votes or assigning the right to
vote on any matter to any other Persons either in whole or in part. Pursuant to
the Certificate Depository Agreement, unless and until Preferred Securities
Certificates in certificated form are issued pursuant to Section 5.4(b), 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, and none of the Depositor or the Issuer
Trustees shall have any responsibility or obligation with respect thereto.

         SECTION 5.5       REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED
SECURITIES CERTIFICATES.

(a)      The Property Trustee shall keep or cause to be kept, at its Corporate
         Trust Office, a register or registers (the "Securities Register") in
         which the registrar and transfer agent with respect to the Trust
         Securities (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 5.11 in the case of the Common Securities
         Certificates) and registration of transfers and exchanges of Preferred
         Securities Certificates as herein provided. The Person acting as the
         Property Trustee shall at all times also be the Securities Registrar.

         Upon surrender for registration of transfer of any Preferred Securities
         Certificate at the office or agency maintained pursuant to Section 5.9,
         the Administrative Trustees or any one of them shall execute and
         deliver to the Property Trustee, and the Property Trustee shall
         deliver, in the name of the designated transferee or transferees, one
         or more new Preferred Securities Certificates in authorized
         denominations of a like aggregate

                                       26

<PAGE>

         Liquidation Amount as may be required by this Trust Agreement dated the
         date of execution by such Administrative Trustee or Trustees. At the
         option of a Holder, Preferred Securities Certificates may be exchanged
         for other Preferred Securities Certificates in authorized denominations
         and of a like aggregate Liquidation Amount upon surrender of the
         Preferred Securities Certificate to be exchanged at the office or
         agency maintained pursuant to Section 5.9.

         The Securities Registrar shall not be required, (i) to issue, register
         the transfer of or exchange any Preferred Security during a period
         beginning at the opening of business 15 days before the day of
         selection for redemption of such Preferred Securities pursuant to
         Article IV and ending at the close of business on the day of mailing of
         the notice of redemption, or (ii) to register the transfer of or
         exchange any Preferred Security so selected for redemption in whole or
         in part, except, in the case of any such Preferred Security to be
         redeemed in part, any portion thereof not to be redeemed.

         Every Preferred Securities Certificate presented or surrendered for
         registration of transfer or exchange shall be duly endorsed, or be
         accompanied by a written instrument of transfer in form satisfactory to
         the Securities Registrar duly executed by the Holder or such Holder's
         attorney duly authorized in writing. Each Preferred Securities
         Certificate surrendered for registration of transfer or exchange or for
         payment shall be canceled and subsequently disposed of by the Property
         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 Issuer Trust 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.

(b)      Notwithstanding any other provision of this Trust Agreement, transfers
         and exchanges of Preferred Securities Certificates and beneficial
         interests in a Global Preferred Security of the kinds specified in this
         Section 5.5(b) shall be made only in accordance with this Section
         5.5(b).

                  (i)      Non-Global Preferred Security to Global Preferred
                           Security. If the Holder of a Preferred Securities
                           Certificate (other than a Global Preferred Security)
                           wishes at any time to transfer all or any portion of
                           such Preferred Securities Certificate to a Person who
                           wishes to take delivery thereof in the form of a
                           beneficial interest in a Global Preferred Security,
                           such transfer may be effected only in accordance with
                           the provisions of this clause (b)(i) and subject to
                           the Applicable Procedures. Upon receipt by the
                           Securities Registrar of (A) such Preferred Securities
                           Certificate as provided in Section 5.5(a) and
                           instructions satisfactory to the Securities Registrar
                           directing that a beneficial interest in the Global
                           Preferred Security of a specified number of Preferred
                           Securities not greater than the number of Preferred
                           Securities represented by such Preferred Securities
                           Certificate be credited to a specified Clearing
                           Agency Participant's account, then the Securities
                           Registrar shall cancel such Preferred

                                       27

<PAGE>

                           Securities Certificate (and issue a new Preferred
                           Securities Certificate in respect of any
                           untransferred portion thereof) as provided in Section
                           5.5(a) and increase the aggregate Liquidation Amount
                           of the Global Preferred Security by the Liquidation
                           Amount represented by such Preferred Securities so
                           transferred as provided in Section 5.4(c).

                  (ii)     Non-Global Preferred Security to Non-Global Preferred
                           Security. A Preferred Securities Certificate that is
                           not a Global Preferred Security may be transferred,
                           in whole or in part, to a Person who takes delivery
                           in the form of another Preferred Securities
                           Certificate that is not a Global Preferred Security
                           as provided in Section 5.5(a).

                  (iii)    Exchanges between Global Preferred Security and
                           Non-Global Preferred Security. A beneficial interest
                           in a Global Preferred Security may be exchanged for a
                           Preferred Securities Certificate that is not a Global
                           Preferred Security as provided in Section 5.4.

         SECTION 5.6       MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES
CERTIFICATES.

         If (a) any mutilated 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 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
Securities Certificate shall have been acquired by a bona fide purchaser, the
Administrative Trustees, or any one of them, on behalf of the Issuer Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Securities Certificate, a new Securities
Certificate of like class, tenor and denomination. In connection with the
issuance of any new Securities Certificate under this Section 5.6, 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 Securities Certificate issued pursuant to
this Section 5.6 shall constitute conclusive evidence of an undivided beneficial
interest in the assets of the Issuer Trust corresponding to that evidenced by
the lost, stolen or destroyed Securities Certificate, as if originally issued,
whether or not the lost, stolen or destroyed Securities Certificate shall be
found at any time.

         If any such mutilated, destroyed, lost or stolen Security has become or
is about to become due and payable, the Corporation in its discretion may,
instead of issuing a new Security, pay such Security.

         The provisions of this Section 5.6 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
of mutilated, destroyed, lost or stolen Securities Certificates.

         SECTION 5.7       PERSONS DEEMED HOLDERS.

         The Issuer Trustees and the Securities Registrar shall each treat the
Person in whose name any Securities Certificate shall be registered in the
Securities Register as the owner of such

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<PAGE>

Securities Certificate for the purpose of receiving Distributions and for all
other purposes whatsoever, and none of the Issuer Trustees and the Securities
Registrar shall be bound by any notice to the contrary.

         SECTION 5.8       ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES.

         Each Holder 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 5.9       MAINTENANCE OF OFFICE OR AGENCY.

         The Property Trustee shall designate, with the consent of the
Administrative Trustees, which consent shall not be unreasonably withheld, 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 Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Property Trustee initially designates the
Corporate Trust Office, Attention: Institutional Trust Services, as its office
and agency for such purposes. The Property Trustee shall give prompt written
notice to the Depositor, the Administrative Trustees and to the Holders of any
change in the location of the Securities Register or any such office or agency.

         SECTION 5.10      APPOINTMENT OF PAYING AGENTS.

         The Paying Agent or Paying Agents shall make Distributions to Holders
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 in their sole
discretion. The Paying Agent shall initially be the Property Trustee. Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Administrative Trustees and the Property Trustee. If
the Property Trustee 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 (which shall be a bank or trust company) to
act as Paying Agent. Such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees shall execute and deliver to the Issuer
Trustees an instrument in which such successor Paying Agent or additional Paying
Agent shall agree with the Issuer 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 Holders in trust for the benefit of the Holders entitled
thereto until such sums shall be paid to such Holders. The Paying Agent shall
return all unclaimed funds to the Property Trustee and upon removal of a Paying
Agent such Paying Agent shall also return all funds in its possession to the
Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply
to the Bank also in its role as Paying Agent, for so long as the Bank shall act
as Paying Agent and, to the extent applicable, to any other Paying Agent
appointed hereunder. Any reference in this Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.

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         SECTION 5.11      OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

         At each Time of Delivery, the Depositor shall acquire, and thereafter
shall retain, beneficial and record ownership of the Common Securities. Neither
the Depositor nor any successor Holder of the Common Securities may transfer
less than all the Common Securities, and the Depositor or any such successor
Holder may transfer the Common Securities only (i) in connection with a
consolidation or merger of the Depositor into another corporation, 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 (ii) to the Depositor or an Affiliate of the Depositor in
compliance with applicable law (including the Securities Act, and applicable
state securities and blue sky laws), and in either case only upon an effective
assignment and delegation by the Holder of all 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 5.11 OF THE TRUST
AGREEMENT AND ONLY IN CONNECTION WITH A SIMULTANEOUS DELEGATION AND ASSIGNMENT
OF THE EXPENSE AGREEMENT REFERRED TO THEREIN."

         SECTION 5.12      NOTICES TO CLEARING AGENCY.

         To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Preferred Securities are
represented by a Global Preferred Security, the Issuer Trustees shall give all
such notices and communications specified herein to be given to the Clearing
Agency, and shall have no obligations to the Owners.

         SECTION 5.13      RIGHTS OF HOLDERS; WAIVERS OF PAST DEFAULTS.

(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 Holders shall not have any right or title therein other
         than the undivided beneficial interest in the assets of the Issuer
         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 Issuer 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 Holders
         against payment of the purchase price therefor will be fully paid and
         nonassessable by the Issuer 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 an
         Indenture Event of Default, the Indenture Trustee fails or the holders
         of not less than 33% in principal amount of the outstanding Debt
         Securities fail to declare the principal of all of the Debt

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<PAGE>

         Securities to be immediately due and payable, the Holders of at least
         33% in Liquidation Amount of the Preferred Securities then Outstanding
         shall have the right to make such declaration by a notice in writing to
         the Property Trustee, the Depositor and the Indenture Trustee.

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

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

                           (A)      all overdue installments of interest on all
                                    of the Debt Securities,

                           (B)      any accrued Additional Interest on all of
                                    the Debt Securities,

                           (C)      the principal of (and premium, if any, on)
                                    any Debt Securities that have become due
                                    otherwise than by such declaration of
                                    acceleration and interest and Additional
                                    Interest thereon at the rate borne by the
                                    Debt Securities, and

                           (D)      all sums paid or advanced by the Indenture
                                    Trustee under the Indenture and the
                                    reasonable compensation, expenses,
                                    disbursements and advances of the Indenture
                                    Trustee and the Property Trustee, their
                                    agents and counsel; and

                  (ii)     all Events of Default with respect to the Debt
                           Securities, other than the non-payment of the
                           principal of the Debt Securities that has become due
                           solely by such acceleration, have been cured or
                           waived as provided in Section 5.13 of the Indenture.

         The Holders of at least a Majority in 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 under the Indenture,
except a default or Event of Default in the payment of principal or interest
(unless such default or Event of 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 Indenture Trustee) or a default or
Event of Default in respect of a covenant or provision that under the Indenture
cannot be modified or amended without the consent of the holder of each
outstanding Debt Security. 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 any part of
the Preferred Securities 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

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<PAGE>

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,
however, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day that 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 that 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 5.13(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 an Indenture 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 Debt Securities 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 5.13(b) and this Section 5.13(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 Debt Securities.

(d)      Except as otherwise provided in paragraphs (a), (b) and (c) of this
         Section 5.13, the Holders of at least a Majority in 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.

(e)      The Holders of a Majority in Liquidation Amount of the Preferred
         Securities shall have the right to direct the time, method and place of
         conducting any proceeding for any remedy available to the Property
         Trustee in respect of this Trust Agreement or the Debt Securities or
         exercising any trust or power conferred upon the Property Trustee under
         this Trust Agreement; provided, however, that, subject to Section 8.1,
         the Property Trustee shall have the right to decline to follow any such
         direction if the Property Trustee being advised by counsel determines
         that the action so directed may not lawfully be taken, or if the
         Property Trustee in good faith shall, by an officer or officers of the
         Property Trustee, determine that the proceedings so directed would be
         illegal or involve it in personal liability or be unduly prejudicial to
         the rights of Holders not party to such direction, and provided further
         that nothing in this Trust Agreement shall impair the right of the
         Property Trustee to take any action deemed proper by the Property
         Trustee and which is not inconsistent with such direction.

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<PAGE>

                                    ARTICLE 6

                        ACTS OF HOLDERS; 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 Issuer
         Trust or the obligations of the parties hereto, nor shall anything
         herein set forth, or contained in the terms of the Securities
         Certificates, be construed so as to constitute the Holders from time to
         time as partners or members of an association.

(b)      So long as any Debt Securities are held by the Property Trustee on
         behalf of the Issuer Trust, the Property Trustee shall not (i) direct
         the time, method and place of conducting any proceeding for any remedy
         available to the Indenture Trustee, or exercise any trust or power
         conferred on the Property Trustee with respect to the Debt Securities,
         (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 Debt Securities shall be due
         and payable, or (iv) consent to any amendment, modification or
         termination of the Indenture or the Debt Securities, 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 the
         Preferred Securities, provided, however, that where a consent under the
         Indenture would require the consent of each Holder of Debt Securities
         affected thereby, no such consent shall be given by the Property
         Trustee without the prior written consent of each Holder of Preferred
         Securities. The Property Trustee shall not revoke any action previously
         authorized or approved by a vote of the Holders of the Preferred
         Securities, except by a subsequent vote of the Holders of the Preferred
         Securities. Subject to Section 8.2, the Property Trustee shall notify
         all Holders of the Preferred Securities of any notice of default
         received with respect to the Debt Securities. In addition to obtaining
         the foregoing approvals of the Holders of the Preferred Securities,
         prior to taking any of the foregoing actions, the Property Trustee
         shall, at the expense of the Depositor, obtain an Opinion of Counsel
         experienced in such matters to the effect that such action shall not
         cause the Issuer Trust to be taxable as a corporation or classified 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
         Issuer 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,
         winding-up or termination of the Issuer 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 Preferred Securities.
         Notwithstanding any other provision of this Trust Agreement, no
         amendment to this Trust Agreement may be made if, as a result

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<PAGE>

         of such amendment, it would cause the Issuer Trust to be taxable as a
         corporation or classified 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 Holders of the Preferred Securities,
stating the time, place and purpose of the meeting, shall be given by the
Property Trustee pursuant to Section 10.9 to each Holder of Preferred
Securities, at such Holder's registered address, at least 15 days and not more
than 90 days before the meeting. At any such meeting, any business properly
before the meeting may be so considered whether or not stated in the notice of
the meeting. Any adjourned meeting may be held as adjourned without further
notice.

         SECTION 6.3       MEETINGS OF HOLDERS OF THE PREFERRED SECURITIES.

         No annual meeting of Holders is required to be held. The Property
Trustee, however, shall call a meeting of the Holders of the Preferred
Securities to vote on any matter upon the written request of the Holders of at
least 33% in aggregate Liquidation Amount of the Outstanding Preferred
Securities and the Administrative Trustees or the Property Trustee may, at any
time in their discretion, call a meeting of the Holders of the Preferred
Securities to vote on any matters as to which such Holders are entitled to vote.

         The Holders of at least a Majority in Liquidation Amount of the
Preferred Securities, present in person or by proxy, shall constitute a quorum
at any meeting of the Holders of the Preferred Securities.

         If a quorum is present at a meeting, an affirmative vote by the Holders
present, in person or by proxy, holding Preferred Securities representing at
least a Majority of the aggregate Liquidation Amount of the Preferred Securities
held by the Holders present, either in person or by proxy, at such meeting shall
constitute the action of the Holders of the Preferred Securities, unless this
Trust Agreement requires a lesser or greater number of affirmative votes.

         SECTION 6.4       VOTING RIGHTS.

         Holders shall be entitled to one vote for each $25 of Liquidation
Amount represented by their Outstanding Trust Securities in respect of any
matter as to which such Holders are entitled to vote.

         SECTION 6.5       PROXIES, ETC.

         At any meeting of Holders, any Holder 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 Issuer Trust as the Administrative Trustees may direct,
for verification prior to the time at which such vote shall be taken. Pursuant
to a resolution of the Property Trustee, proxies may be solicited in the name of
the Property Trustee or one or more officers of the Property Trustee. Only
Holders 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

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<PAGE>

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 Holder 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       HOLDER ACTION BY WRITTEN CONSENT.

         Any action that may be taken by Holders at a meeting may be taken
without a meeting and without prior notice if Holders holding at least a
Majority in Liquidation Amount of all Preferred Securities entitled to vote in
respect of such action (or such lesser or greater proportion thereof as shall be
required by any other provision of this Trust Agreement) shall consent to the
action in writing. Any action that may be taken by the Holders of all the Common
Securities may be taken if such Holders shall consent to the action in writing.

         SECTION 6.7       RECORD DATE FOR VOTING AND OTHER PURPOSES.

         Except as provided in Section 5.13(b) for the purposes of determining
the Holders who are entitled to notice of and to vote at any meeting or to act
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 Holders 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 Holders of record for such purposes.

         SECTION 6.8       ACTS OF HOLDERS.

         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 Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders 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 Holders 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 Issuer Trustees, if made in the manner provided
in this Section.

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

                                       35

<PAGE>

executing the same, may also be proved in any other manner that any Issuer
Trustee or Administrative 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 Holder of any Trust Security shall bind every future Holder
of the same Trust Security and the Holder 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 Issuer
Trustees, the Administrative Trustees or the Issuer Trust in reliance thereon,
whether or not notation of such action is made upon such Trust Security.

         Without limiting the foregoing, a Holder entitled 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 among the Holders or the Issuer Trustees
with respect to the authenticity, validity or binding nature of any request,
demand, authorization, direction, consent, waiver or other Act of such Holder or
Issuer Trustee under this Article VI, then the determination of such matter by
the Property Trustee shall be conclusive with respect to such matter.

         SECTION 6.9       INSPECTION OF RECORDS.

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

                                    ARTICLE 7

                         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 Holders that:

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

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

(c)      the Delaware Trustee is a national banking association;

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<PAGE>

(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 Bylaws of the Property Trustee or the
         Delaware Trustee, 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 (ii) violate any applicable law, governmental rule or
         regulation of the United States or the State of Delaware, as the case
         may be, governing the banking, trust or general powers of the Property
         Trustee or the Delaware Trustee (as appropriate in context) or any
         order, judgment or decree applicable to the Property Trustee or the
         Delaware Trustee;

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

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<PAGE>

         SECTION 7.2       REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

         The Depositor hereby represents and warrants for the benefit of the
Holders that:

(a)      the Securities Certificates issued at each Time of Delivery on behalf
         of the Issuer Trust have been duly authorized and will have been duly
         and validly executed, issued and delivered by the applicable Issuer
         Trustees pursuant to the terms and provisions of, and in accordance
         with the requirements of, this Trust Agreement and the Holders 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
         Issuer Trust (or the Issuer Trustees on behalf of the Issuer 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 of this Trust Agreement.

                                    ARTICLE 8

                               THE ISSUER TRUSTEES

         SECTION 8.1       CERTAIN DUTIES AND RESPONSIBILITIES.

(a)      The rights, immunities, duties and responsibilities of the Issuer
         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, no provision of this Trust Agreement shall require any
         of the Issuer Trustees to expend or risk its own funds or otherwise
         incur any financial liability in the performance of any of its duties
         hereunder, or in the exercise of any of its or their rights or powers,
         if it or they shall have reasonable grounds for believing that
         repayment of such funds or adequate indemnity against such risk or
         liability is not reasonably assured to it. Whether or not therein
         expressly so provided, every provision of this Trust Agreement relating
         to the conduct or affecting the liability of or affording protection to
         the Issuer 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 Issuer
         Trustee has duties and liabilities relating to the Issuer Trust or to
         the Holders, such Issuer Trustee shall not be liable to the Issuer
         Trust or to any Holder for such Issuer 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 Issuer Trustees otherwise existing at law or in equity, are
         agreed by the Depositor and the Holders to replace such other duties
         and liabilities of the Issuer 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

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<PAGE>

         accordance with the terms hereof. Each Holder, 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 Issuer Trustees are
         not personally liable to it for any amount distributable in respect of
         any Trust Security or for any other liability in respect of any Trust
         Security. This Section 8.1(b) does not limit the liability of the
         Issuer 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 be entitled to 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 or waiver 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 10.10), 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 5.13),
         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 from liability for its own negligent action, its own
         negligent failure to act, or its own willful misconduct, except that:

                  (i)      prior to the occurrence of any Event of Default and
                           after the cure or waiver 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 10.10), 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 10.10); 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.

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<PAGE>

                  (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 at least a Majority in Liquidation Amount
                           of the Preferred Securities relating to the time,
                           method and place of conducting any proceeding for any
                           remedy available to the Property Trustee, or
                           exercising any trust or power conferred upon the
                           Property Trustee under this Trust Agreement;

                  (iv)     the Property Trustee's sole duty with respect to the
                           custody, safe keeping and physical preservation of
                           the Debt Securities 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 with the Depositor; and money held by
                           the Property Trustee need not be segregated from
                           other funds held by it except in relation to the
                           Payment Account maintained by the Property Trustee
                           pursuant to Section 3.1 and except to the extent
                           otherwise required by law;

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

                  (vii)    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 Issuer Trustees or the Depositor with their
         respective duties under this Trust Agreement, nor shall one
         Administrative Trustee be liable for the default or misconduct of any
         other Administrative Trustee, the Issuer Trustees or the Depositor.

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<PAGE>

         SECTION 8.2       CERTAIN NOTICES.

         Within 90 days after the occurrence of any Event of Default actually
known to the Property Trustee, the Property Trustee shall transmit, in the
manner and to the extent provided in Section 10.9, notice of such Event of
Default to the Holders, the Administrative Trustees and the Depositor, unless
such Event of Default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
of any) or interest (including any Additional Interest) on any Trust Security,
the Property Trustee shall be fully protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Property Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of Securities of such series. For the purpose of this Section, the term
"default" means any event that is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.

         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 Debt
Securities pursuant to the Indenture, the Administrative Trustees shall
transmit, in the manner and to the extent provided in Section 10.9, notice of
such exercise to the Holders and the Property and Indenture Trustees, unless
such exercise shall have been revoked.

         The Property Trustee shall not be deemed to have knowledge of any Event
of Default unless the Property Trustee shall have received written notice
thereof from the Depositor, any Administrative Trustee or any Holder or an
officer of the Property Trustee charged with the administration of this Trust
Agreement shall have obtained actual knowledge of such Event of Default.

         SECTION 8.3       CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 8.1:

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

         (b)      if (i) in performing its duties under this Trust Agreement the
                  Property Trustee is required to decide between alternative
                  courses of action, (ii) in construing any of the provisions of
                  this Trust Agreement the Property Trustee finds the same
                  ambiguous or inconsistent with any other provisions contained
                  herein, or (iii) the Property Trustee is unsure of the
                  application of any provision of this Trust Agreement, then,
                  except as to any matter as to which the Holders of the
                  Preferred Securities are entitled to vote under the terms of
                  this Trust Agreement, the Property Trustee shall deliver a
                  notice to the Depositor requesting the Depositor's

                                       41

<PAGE>

                  written instruction 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,
                  the Property Trustee may, but shall be under no duty to, take
                  such action, or refrain from taking such action, as the
                  Property Trustee shall deem advisable and in the best
                  interests of the Holders, 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 contemplated by this
                  Trust Agreement shall be sufficiently evidenced by an
                  Officers' Certificate unless otherwise expressly provided
                  herein;

         (d)      any direction or act of an Administrative Trustee contemplated
                  by this Trust Agreement shall be sufficiently evidenced by a
                  certificate executed by such Administrative Trustee and
                  setting forth such direction or act;

         (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 re-recording, re-filing or
                  re-registration thereof;

         (f)      the Property Trustee may consult with counsel (which counsel
                  may be counsel to the Property Trustee, 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 Holders
                  pursuant to this Trust Agreement, unless such Holders shall
                  have offered to the Property Trustee reasonable security or
                  indemnity against the costs, expenses and liabilities that
                  might be incurred by it in compliance with such request or
                  direction; provided, however, that, nothing contained in this
                  Section 8.3(g) shall be taken to relieve the Property Trustee,
                  upon the occurrence of an Event of Default, of its obligation
                  to exercise the rights and powers vested in it by this Trust
                  Agreement;

         (h)      the Property Trustee shall not be bound to make any
                  investigation into the facts or matters stated in any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, consent, order, approval, bond,
                  debenture, note or other evidence of indebtedness or other
                  paper or document, unless requested in writing to do so

                                       42

<PAGE>

                  by one or more Holders, 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, attorneys, custodians or nominees,
                  provided, however, that the Property Trustee shall be
                  responsible for its own negligence or misconduct with respect
                  to selection of any agent, attorney, custodian or nominee
                  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)      without prejudice to any other rights available to the
                  Property Trustee under applicable law, when the Property
                  Trustee incurs expenses or renders services in connection with
                  a Bankruptcy Event, such expenses (including legal fees and
                  expenses of its counsel) and the compensation for such
                  services are intended to constitute expenses of administration
                  under any bankruptcy law or law relating to creditors rights
                  generally; and

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

         No provision of this Trust Agreement shall be deemed to impose any duty
or obligation on any Issuer 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 Person 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 Issuer Trustee shall be construed to be a duty.

                                       43

<PAGE>

         SECTION 8.4       NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES.

         The recitals contained herein and in the Securities Certificates shall
be taken as the statements of the Issuer Trust and the Depositor, and the Issuer
Trustees do not assume any responsibility for their correctness. The Issuer
Trustees make no representations as to the title to, or value or condition of,
the property of the Issuer Trust or any part thereof, nor as to the validity or
sufficiency of this Trust Agreement, the Debt Securities or the Trust
Securities. The Issuer Trustees shall not be accountable for the use or
application by the Depositor of the proceeds of the Debt Securities.

         SECTION 8.5       MAY HOLD SECURITIES.

         Any Issuer Trustee or any other agent of any Issuer Trustee or the
Issuer 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 Issuer Trust with the same rights it would have if it were not an
Issuer Trustee or such other agent.

         SECTION 8.6       COMPENSATION; INDEMNITY; FEES.

         The Depositor agrees:

         (a)      to pay to the Issuer Trustees from time to time such
                  reasonable compensation for all services rendered by them
                  hereunder as may be agreed by the Depositor and the Issuer
                  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);

         (b)      except as otherwise expressly provided herein, to reimburse
                  the Issuer Trustees upon request for all reasonable expenses,
                  disbursements and advances incurred or made by the Issuer
                  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

         (c)      to the fullest extent permitted by applicable law, to
                  indemnify and hold harmless (i) each Issuer Trustee, (ii) any
                  Affiliate of any Issuer Trustee, (iii) any officer, director,
                  shareholder, employee, representative or agent of any Issuer
                  Trustee, and (iv) any employee or agent of the Issuer Trust
                  from and against any loss, damage, liability, tax (other than
                  income, franchise or other taxes imposed on amounts paid
                  pursuant to (a) or (b) hereof), penalty, expense or claim of
                  any kind or nature whatsoever incurred without negligence,
                  willful misconduct or bad faith on its part, arising out of or
                  in connection with the acceptance or administration of the
                  trust or trust hereunder, including the reasonable costs and
                  expenses of defending itself against any claim or liability in
                  connection with the exercise or performance of any of its
                  powers or duties hereunder.

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<PAGE>

         The provisions of this Section 8.6 shall survive the termination of
this Trust Agreement and the removal or resignation of any Issuer Trustee.

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

         In the event that the Property Trustee is also acting as Paying Agent
or Securities Registrar hereunder, the rights and protections afforded to the
Property Trustee pursuant to this Article VIII shall also be afforded to such
Paying Agent or Securities Registrar.

         SECTION 8.7       CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF
ISSUER 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
         a national or state chartered bank and eligible pursuant to the Trust
         Indenture Act to act as such, and that has at the time of such
         appointment 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 8.7 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 8.7, it shall resign immediately in the manner and with the
         effect hereinafter specified in this Article. At the time of
         appointment, the Property Trustee must have securities rated in one of
         the three highest rating categories by a nationally recognized
         statistical rating organization.

(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.

                                       45

<PAGE>

(b)  The Guarantee Agreement, the Guarantee Agreement, dated as of November 14,
     2002, between the Depository and JPMorgan Chase Bank, as guarantee trustee,
     in respect of Everest Re Capital Trust, the Guarantee Agreement, dated as
     of , 200 , between the Depository and JPMorgan Chase Bank, as guarantee
     trustee, in respect of Everest Re Capital Trust [II or III], the Amended
     and Restated Trust Agreement, dated as of November 14, 2002, among the
     Depositor, the Property Trustee, the Delaware Trustee and the
     Administrative Trustees named therein in respect of Everest Re Capital
     Trust, the Amended and Restated Trust Agreement, dated as of   , 200 ,
     among the Depositor, the Property Trustee, the Delaware Trustee and the
     Administrative Trustees named therein in respect of Everest Re Capital
     Trust II[, the Amended and Restated Trust Agreement, dated as of   , 200 ,
     among the Depositor, the Property Trustee, the Delaware Trustee and the
     Administrative Trustees named therein in respect of Everest Re Capital
     Trust III] 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.

         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, except in such instances as set forth in the second following
sentence, by agreed action of the majority of such Trustees shall have power to
appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements necessary
or proper to appoint, one or more Persons approved by the Property Trustee
either to act as co-trustee, jointly with the Property Trustee, of all or any
part of such Trust Property, or to the extent required by law to act as separate
trustee of any such property, in either case with such powers as may be provided
in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section 8.9. Any co-trustee
or separate trustee appointed pursuant to this Section 8.9 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. If the Depositor does not join in such appointment within 15 days after
the receipt by it of a request to do so, or in case an Event of Default under
the Indenture shall have occurred and be continuing, the Property Trustee alone
shall have the power to make such appointment.

         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, provided, however, that, if an Event of Default shall have
occurred and be continuing, the Property Trustee may execute any such instrument
on behalf of the Depositor as its agent and attorney-in-fact therefor.

         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
                  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

                                       46

<PAGE>

                  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 8.9, and, in
                  case an Indenture Event of Default has occurred and is
                  continuing, the Property Trustee shall have power to accept
                  the resignation of, or remove, any such co-trustee or separate
                  trustee without the concurrence of the Depositor. Upon the
                  written request of the Property Trustee, the Depositor shall
                  join with the Property Trustee in the execution, delivery and
                  performance of all instruments and agreements necessary or
                  proper to effectuate such resignation or removal. A successor
                  to any co-trustee or separate trustee so resigning or removed
                  may be appointed in the manner provided in this Section 8.9.

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

         Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Depositor and, in the
case of the Property Trustee and the Delaware Trustee, to the Holders. If the
instrument of acceptance by the successor Issuer 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 Issuer Trust, any court in the State of Delaware for the
appointment of a successor Relevant Trustee.

         Unless an Indenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at any time by Act of the Holder of Common Securities. If an
Indenture Event of Default shall have occurred and be continuing, the Property
Trustee or the Delaware Trustee, or both of them, may be removed at such time by
Act of the Holders of at least a majority in aggregate Liquidation Amount of the
Outstanding Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and

                                       47

<PAGE>

on behalf of the Issuer Trust). An Administrative Trustee may be removed only by
the Holder of the Common Securities at any time.

         If any Issuer Trustee shall be removed or become incapable of acting as
Issuer Trustee, or if a vacancy shall occur in the office of any Issuer Trustee
for any cause, at a time when no Indenture Event of Default shall have occurred
and be continuing, the Holder of the Common Securities, by Act of the Holder of
the Common Securities delivered to the retiring Relevant Trustee, shall promptly
appoint a successor Relevant Trustee or Trustees, and such successor Issuer
Trustee and the retiring Relevant Trustee shall comply with the applicable
requirements of Section 8.11. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when an
Indenture Event of Default shall have occurred and be continuing, the Holders of
the Preferred Securities, by Act of the Holders 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 Issuer Trustee and the retiring Relevant 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 an Indenture Event of Default shall have
occurred and be continuing, the Holder of the Common Securities by Act of the
Holder of Common Securities delivered to the retiring Administrative Trustee
shall promptly appoint a successor Administrative Trustee and such successor
Administrative Trustee and the retiring Administrative Trustee shall comply with
the applicable requirements of Section 8.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, no
successor Relevant Trustee shall have been so appointed by the Holder of the
Common Securities or Holders of the Preferred Securities and accepted
appointment in the manner required by Section 8.11, any Holder who has been a
Holder of Preferred 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 Depositor shall give notice of each resignation and each removal of
the Property Trustee or the Delaware Trustee and each appointment of a successor
Property Trustee or Delaware Trustee to all Holders in the manner provided in
Section 10.8. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

         Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Holder of 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 Administrative Trustees or Delaware
Trustee, as the case may be, set forth in Section 8.7).

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<PAGE>

         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 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 Issuer Trust 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 Issuer Trust or any successor Relevant Trustee such retiring
Relevant Trustee shall, upon payment of its charges, 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 Issuer Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the preceding paragraph.

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

         SECTION 8.12      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

         Any Person into which the Property Trustee or the Delaware Trustee or
any Administrative Trustee that is not a natural Person may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which 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, however, 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 ISSUER TRUST.

         If and when the Property Trustee shall be or become a creditor of the
Depositor or the Issuer Trust (or any other obligor upon the Preferred
Securities), the Property Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Depositor or
the Issuer Trust (or any such other obligor).

         SECTION 8.14      PROPERTY 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 Issuer Trust or any other obligor upon the Trust
Securities or the property of the Issuer Trust or of such

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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
Issuer Trust for the payment of any past due Distributions) shall be entitled
and empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

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

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

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

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

         SECTION 8.15      REPORTS BY PROPERTY TRUSTEE.

(a)      Not later than November 15 of each year commencing with November 15,
         200 , the Property Trustee shall transmit to all Holders in accordance
         with Section 10.9, and to the Depositor, a brief report, dated as of
         the immediately preceding September 15 concerning the Property Trustee
         and its actions under this Trust Agreement if and as may be required
         pursuant to Section 313(a) of the Trust Indenture Act.

(b)      In addition, the Property Trustee shall transmit to Holders such other
         reports concerning the Property Trustee and its actions under this
         Trust Agreement as may be required pursuant to the Trust Indenture Act
         at the times and in the manner provided pursuant thereto.

(c)      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 notify the Property Trustee of any
         such listing or trading.

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         SECTION 8.16      REPORTS TO THE PROPERTY TRUSTEE.

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

         SECTION 8.17      EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         Each of the Depositor and the Administrative Trustees 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 ISSUER TRUSTEES.

(a)      The number of Issuer Trustees shall be five, provided that the Property
         Trustee and the Delaware Trustee may be the same Person.

(b)      If an Issuer Trustee ceases to hold office for any reason, a vacancy
         shall occur. The vacancy shall be filled with an Issuer Trustee
         appointed in accordance with Section 8.10.

(c)      The death, resignation, retirement, removal, bankruptcy, incompetence
         or incapacity to perform the duties of an Issuer Trustee shall not
         operate to annul, dissolve or terminate the Issuer Trust.

         SECTION 8.19      DELEGATION OF POWER.

(a)      Any Administrative Trustee may, by power of attorney consistent with
         applicable law, delegate to any other natural person over the age of 21
         his or her power for the purpose of executing any documents
         contemplated in Section 2.7(a), including any registration statement or
         amendment thereto filed with the Commission, or making any other
         governmental filing; and

(b)      The Administrative Trustees shall have power to delegate from time to
         time to such of their number or to the Depositor the doing of such
         things and the execution of such instruments either in the name of the
         Issuer 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.

         SECTION 8.20      APPOINTMENT OF ADMINISTRATIVE TRUSTEES.

(a)      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 this

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         Section 8.20, 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 8.21      DELAWARE TRUSTEE.

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

                                    ARTICLE 9

                       TERMINATION, LIQUIDATION AND MERGER

         SECTION 9.1       DISSOLUTION UPON EXPIRATION DATE.

         Unless earlier dissolved, the Issuer Trust shall automatically dissolve
on November 15, 2037 (the "Expiration Date"), and the Trust Property shall be
liquidated 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", upon the occurrence of which the Issuer Trust shall be
dissolved:

         (a)      the occurrence of a Bankruptcy Event in respect of, or the
                  dissolution or liquidation of, the Depositor, in its capacity
                  as the Holder of the Common Securities, unless the Depositor
                  shall transfer the Common Securities as provided by Section
                  5.11, in which case this provision shall refer instead to any
                  such successor 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 Issuer
                  Trust and, after satisfaction of liability of the Issuer Trust
                  as required by applicable law, to distribute the Debt
                  Securities to Holders in exchange for the Preferred Securities
                  (which direction is optional and wholly within the discretion
                  of the Holder of the Common Securities);

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<PAGE>

         (c)      the redemption of all of the Preferred Securities in
                  connection with the payment at maturity redemption of all the
                  Debt Securities; and

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

         SECTION 9.3       TERMINATION.

         The respective obligations and responsibilities of the Issuer Trustees
and the Issuer Trust shall terminate upon the latest to occur of the following:
(a) the distribution by the Property Trustee to Holders of all amounts required
to be distributed hereunder upon the liquidation of the Issuer Trust pursuant to
Section 9.4, or upon the redemption of all of the Trust Securities pursuant to
Section 4.2; (b) the satisfaction of any expenses owed by the Issuer 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
Issuer Trust or the Holders.

         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 Issuer Trust shall
         be liquidated by the Issuer Trustees as expeditiously as the Issuer
         Trustees determine to be possible by distributing, after satisfaction
         of liabilities to creditors of the Issuer Trust as provided by
         applicable law, to each Holder a Like Amount of Debt Securities,
         subject to Section 9.4(d). Notice of liquidation 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 liquidation shall:

                  (i)      state the Liquidation Date;

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

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

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

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<PAGE>

(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 Debt
         Securities will be issued to Holders of Securities Certificates, upon
         surrender of such Certificates to the exchange agent for exchange,
         (iii) the Depositor shall use its best efforts to have the Debt
         Securities listed on the New York Stock Exchange or on such other
         exchange, interdealer quotation system or self-regulatory organization
         on which the Preferred Securities are then listed, (iv) Securities
         Certificates not so surrendered for exchange will be deemed to
         represent a Like Amount of Debt Securities bearing accrued and unpaid
         interest in an amount equal to the accumulated and unpaid Distributions
         on such 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 Securities
         Certificates with respect to such Debt Securities) and (v) all rights
         of Holders holding Trust Securities will cease, except the right of
         such Holders to receive Debt Securities upon surrender of Securities
         Certificates.

(d)      If, 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 Debt Securities in the
         manner provided herein is determined by the Property Trustee not to be
         practical, the Trust Property shall be liquidated, and the Issuer Trust
         shall be wound-up by the Property Trustee in such manner as the
         Property Trustee determines. In such event Holders will be entitled to
         receive out of the assets of the Issuer Trust available for
         distribution to Holders, after satisfaction of liabilities to creditors
         of the Issuer 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 winding up the
         Liquidation Distribution can be paid only in part because the Issuer
         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 Issuer 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 winding-up pro rata
         (determined as aforesaid) with Holders of all Trust Securities, except
         that, if an Indenture 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 ISSUER TRUST.

         The Issuer Trust may not merge with or into, consolidate, amalgamate,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person except pursuant to this Section 9.5.
At the request of the Holders of the Common Securities, without the consent of
the Holders the Issuer 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 (i) such successor entity either (A) expressly assumes all
of the obligations of the Issuer Trust with respect to the Preferred Securities,
or (B) substitutes for the Preferred Securities other securities having
substantially the same terms as the Preferred Securities (the "Successor
Securities") so

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<PAGE>

long as the Successor Securities have the same priority as the Preferred
Securities with respect to distributions and payments upon liquidation,
redemption and otherwise, (ii) a trustee of such successor entity possessing the
same powers and duties as the Property Trustee is appointed to hold the Debt
Securities, (iii) 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 that then assigns a rating to the Preferred
Securities, (iv) the Preferred Securities are listed, or any Successor
Securities will be listed upon notice of issuance, on any national securities
exchange or interdealer quotation system on which the Preferred Securities are
then listed, if any, (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect, (vi) such successor entity has a
purpose substantially identical to that of the Issuer Trust, (vii) prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Depositor has received an Opinion of Counsel to the effect that (A) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not adversely affect the rights, preferences and privileges of the Holders
of the Preferred Securities (including any Successor Securities) in any material
respect, and (B) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Issuer Trust nor such
successor entity will be required to register as an "investment company" under
the Investment Company Act, and (viii) the Depositor or its permitted transferee
owns all of the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee Agreement. Notwithstanding the foregoing,
the Issuer Trust shall not, except with the consent of Holders of all 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 Person 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
Issuer Trust or the successor entity to be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes or cause the Debt Securities to be treated as other than indebtedness
of the Depositor for United States federal income tax purposes.

                                   ARTICLE 10

                            MISCELLANEOUS PROVISIONS

         SECTION 10.1      LIMITATION OF RIGHTS OF HOLDERS.

         Except as set forth in Section 9.2, the death, bankruptcy, termination,
dissolution or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor annul, dissolve or terminate the Issuer Trust nor entitle the
legal representatives or heirs of such Person or any Holder for such Person, to
claim an accounting, take any action or bring any proceeding in any court for a
partition or winding up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.

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<PAGE>

         SECTION 10.2      AGREED TAX TREATMENT OF ISSUER TRUST AND TRUST
SECURITIES.

         The parties hereto and, by its acceptance or acquisition of a Trust
Security or a beneficial interest therein the Holder of, and any Person that
acquires a beneficial interest in, such Trust Security intend and agree to treat
the Issuer Trust as a grantor trust for United States federal, state and local
tax purposes, to treat the Trust Securities (including but not limited to all
payments and proceeds with respect to such Trust Securities) as undivided
beneficial ownership interests in the Trust Property (and payments and proceeds
therefrom, respectively) for United States federal, state and local tax purposes
and to treat the Debt Securities as indebtedness of the Depositor for United
States federal, state and local tax purposes. The provisions of this Trust
Agreement shall be interpreted to further this intention and agreement of the
parties.

         SECTION 10.3      AMENDMENT.

(a)      This Trust Agreement may be amended from time to time by the Property
         Trustee, Administrative Trustees and the Holder of all the Common
         Securities, without the consent of any Holder of the Preferred
         Securities, (i) to cure any ambiguity, correct or supplement any
         provision herein that may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Trust Agreement, which shall not be
         inconsistent with the other provisions of this Trust Agreement, or (ii)
         to modify, eliminate or add to any provisions of this Trust Agreement
         to such extent as shall be necessary to ensure that the Issuer Trust
         will not be taxable as a corporation or will be classified as other
         than a grantor trust for United States federal income tax purposes at
         all times that any Trust Securities are Outstanding or to ensure that
         the Debt Securities are treated as indebtedness of the Depositor for
         United States federal income tax purposes, or to ensure that the Issuer
         Trust will not be required to register as an "investment company" under
         the Investment Company Act; provided, however, that in the case of
         either clauses (i) or (ii) such action shall not adversely affect in
         any material respect the interests of any Holder.

(b)      Except as provided in Section 10.3(c) hereof, any provision of this
         Trust Agreement may be amended by the Property Trustee, the
         Administrative Trustees and the Holders of all of the Common Securities
         and with (i) the consent of Holders of at least a Majority in
         Liquidation Amount of the Preferred Securities, and (ii) receipt by the
         Issuer Trustees of an Opinion of Counsel to the effect that such
         amendment or the exercise of any power granted to the Issuer Trustees
         in accordance with such amendment will not cause the Issuer Trust to be
         taxable as a corporation or classified as other than a grantor trust
         for United States federal income tax purposes or affect the treatment
         of the Debt Securities as indebtedness of the Depositor for United
         States federal income tax purposes or affect the Issuer Trust's
         exemption from status as an "investment company" under the Investment
         Company Act.

(c)      In addition to and notwithstanding any other provision in this Trust
         Agreement, without the consent of each affected Holder, 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
         Holder to institute suit

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<PAGE>

         for the enforcement of any such payment on or after such date; and
         notwithstanding any other provision herein, without the unanimous
         consent of the Holders, this paragraph (c) of this Section 10.3 may not
         be amended.

(d)      Notwithstanding any other provisions of this Trust Agreement, no Issuer
         Trustee shall enter into or consent to any amendment to this Trust
         Agreement that would cause the Issuer Trust to fail or cease to qualify
         for the exemption from status as an "investment company" under the
         Investment Company Act or to be taxable as a corporation or to be
         classified as other than a grantor trust for United States federal
         income tax purposes or that would cause the Debt Securities to fail or
         cease to be treated as indebtedness of the Depositor 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 that imposes any
         additional obligation on the Depositor or the Administrative Trustees.

(f)      If any amendment to this Trust Agreement is made, the Administrative
         Trustees or the Property Trustee shall promptly provide to the
         Depositor a copy of such amendment.

(g)      No Issuer Trustee shall be required to enter into any amendment to this
         Trust Agreement that affects its own rights, duties or immunities under
         this Trust Agreement. The Issuer Trustees 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 and all conditions precedent herein provided for relating to
         such action have been met.

         SECTION 10.4      SEPARABILITY.

         If any provision in this Trust Agreement or in the 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
HOLDERS, THE ISSUER TRUST, THE DEPOSITOR AND THE ISSUER TRUSTEES WITH RESPECT TO
THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
CONFLICTS OF LAWS PROVISIONS, PROVIDED, THAT THE IMMUNITIES AND STANDARD OF CARE
OF THE PROPERTY TRUSTEE IN CONNECTION WITH THE ADMINISTRATION OF ITS TRUSTS AND
DUTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTION 3540 OF TITLE
12 OF THE DELAWARE CODE SHALL NOT APPLY TO THIS TRUST.

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         SECTION 10.6      PAYMENTS DUE ON NON -BUSINESS DAY.

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

         SECTION 10.7      SUCCESSORS.

         This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Issuer Trust and any Issuer
Trustee, including any successor by operation of law. Except in connection with
a transaction involving the Depositor that is permitted pursuant to Section 5.11
hereof 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 10.8      HEADINGS.

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

         SECTION 10.9      REPORTS, NOTICES AND DEMANDS.

         Any report, notice, demand or other communication that by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Holder 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 Holder
of Preferred Securities, to such Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Holder of all the
Common Securities or the Depositor, to Everest Reinsurance Holdings, Inc., 477
Martinsville Road, P.O. Box 830, Liberty Corner, New Jersey 07938-0830,
Attention: General Counsel, facsimile no.(908) 604-3450, or to such other
address as may be specified in a written notice by the Holder of all 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 Holder 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 that by any provision of this Trust
Agreement is required or permitted to be given or served to or upon the Property
Trustee, the Delaware Trustee, the Administrative Trustees or the Issuer Trust
shall be given in writing by deposit thereof, first-class postage prepaid, in
the U.S. mail, hand delivery or facsimile transmission, addressed to such Person
as follows: (a) with respect to the Property Trustee to 4 New York Plaza, 15th
Floor, New York, NY 10004, Attention: Institutional Trust Services, facsimile
no.: (212) 623-6167; (b) with respect to the Delaware Trustee, to c/o JP Morgan
Chase Bank, 500 Stanton Christiana Road, Building 4 (3rd Floor), Newark,
Delaware 19713, Attention: Institutional Trust Services, facsimile no.: (302)
552-6280; (c) with respect to the Administrative

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Trustees, to them at the address above for notices to the Depositor, marked
"Attention: Administrative Trustees of Everest Re Capital Trust", and (d) with
respect to the Issuer Trust, to its principal office specified in Section 2.1,
with a copy to the Property Trustee. Such notice, demand or other communication
to or upon the Issuer Trust, the Property Trustee or the Administrative Trustees
shall be deemed to have been sufficiently given or made only upon actual receipt
of the writing by the Issuer Trust, the Property Trustee or such Administrative
Trustees.

         SECTION 10.10     AGREEMENT NOT TO PETITION.

         Each of the Issuer Trustees and the Depositor agree for the benefit of
the Holders that, until at least one year and one day after the Issuer Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Issuer Trust under any bankruptcy,
insolvency, reorganization or other similar law (including the United States
Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in the
commencement of any proceeding against the Issuer Trust under any Bankruptcy
Law. If the Depositor takes action in violation of this Section 10.10, the
Property Trustee agrees, for the benefit of Holders, 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 Issuer
Trust or the commencement of such action and raise the defense that the
Depositor has agreed in writing not to take such action and should be estopped
and precluded therefrom and such other defenses, if any, as counsel for the
Property Trustee or the Issuer Trust may assert.

         SECTION 10.11     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 to be part of this Trust Agreement and
         shall, to the extent applicable, be governed by such provisions of the
         Trust Indenture Act.

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

(c)      If any provision hereof limits, qualifies or conflicts with the duties
         imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act
         through operation of Section 318(c) thereof, such imposed duties 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 Issuer Trust.

         SECTION 10.12     ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE
AGREEMENT AND INDENTURE.

         THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER,

                                       59

<PAGE>

WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL
INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND AGREEMENT TO THE
SUBORDINATION PROVISIONS, THE TAX TREATMENT PROVISIONS AND OTHER TERMS OF THE
GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE
ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS
TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER
TRUST AND SUCH HOLDER AND SUCH OTHERS.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       60

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement as of the day and year first above written.

                                    EVEREST REINSURANCE HOLDINGS, INC.
                                       as Depositor

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

                                    Name:
                                         -------------------------

                                    Title:
                                          ------------------------


JPMORGAN CHASE BANK,                CHASE MANHATTAN BANK USA,
                                    NATIONAL ASSOCIATION
    as Property Trustee                  as Delaware Trustee


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

STEPHEN L. LIMAURO,                 FRANK N. LOPAPA,
    as Administrative Trustee            as Administrative Trustee

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

KEITH SHOEMAKER,
    as Administrative Trustee

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

<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF

                      EVEREST RE CAPITAL TRUST [II OR III]

`                  This Certificate of Trust of Everest Re Capital Trust [II or
III](the "Trust"), dated June , 2003 is being duly executed and filed by the
undersigned, as trustees, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

                  1.       Name. The name of the statutory trust formed by this
Certificate of Trust is Everest Re Capital Trust [II or III].

                  2.       Delaware Trustee. The name and business address of
the trustee of the Trust with its principal place of business in the State of
Delaware are Chase Manhattan Bank USA, National Association c/o JPMorgan Chase,
500 Stanton Christiana Road OPS4/3rd Floor, Newark, Delaware 19713, Attention:
Institutional Trust Services.

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

                  IN WITNESS WHEREOF, the undersigned, being the trustees of the
trust, have executed this Certificate of Trust in accordance with Section 3811
(a)(1) of the Act.

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

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

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

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

                                    STEPHEN L. LIMAURO,
                                    not in his individual capacity but solely as
                                    trustee

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

                                       A-1

<PAGE>

                                                                       EXHIBIT B

                      [FORM DTC LETTER OF REPRESENTATIONS]

                          THE DEPOSITORY TRUST COMPANY

           A subsidiary of The Depository Trust & Clearing Corporation

                    BLANKET ISSUER LETTER OF REPRESENTATIONS
                           [To be Completed by Issuer]

                      Everest Re Capital Trust [II or III]

                                [Name of Issuer]

                                                                ----------------
                                                                     [Date]

General Counsel's Office; 49th Floor
The Depository Trust Company
55 Water Street
New York, NY 10041-0099

Ladies and Gentlemen:

         This letter sets forth our understanding with respect to all issues
(the "Securities") that Issuer shall request be made eligible for deposit by The
Depository Trust Company ("DTC").

         To induce DTC to accept the Securities as eligible for deposit at DTC,
and to act in accordance with DTC's Rules with respect to the Securities, Issuer
represents to DTC that Issuer will comply with the requirements stated in DTC's
Operational Arrangements, as they may be amended from time to time.

Note:                                         Very truly yours,

Schedule A contains statements that DTC
believes accurately describe DTC, the method
of effecting book-entry transfers of
securities distributed through DTC, and
certain related matters.                      ----------------------------------
                                                           (Issuer)

                                              By:
                                                --------------------------------
                                                (Authorized Officer's Signature)

Received                                      and                      Accepted:
THE DEPOSITORY TRUST COMPANY
                                              ----------------------------------
                                                         (Print Name)

By:
   ----------------------                     ----------------------------------
                                                       (Street Address)

                                              ----------------------------------
                                              (City)(State)(Country)  (Zip Code)

                                              ----------------------------------
                                                        (Phone Number)

[Logo]                                        ----------------------------------
                                                       (E-mail Address)

                                       B-1

<PAGE>

                                                                      SCHEDULE A

                                   (To Blanket Issuer Letter of Representations)

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                       DESCRIBING BOOK-ENTRY-ONLY ISSUANCE

 (Prepared by DTC--bracketed material may be applicable only to certain issues)

         1.       The Depository Trust Company ("DTC"), New York, NY, will act
as securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered in the name of Cede &
Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for the Securities, in the aggregate principal amount of such issue,
and will be deposited with DTC.

         2.       DTC, the world's largest depository, is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides
asset servicing for over 2 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments from over 85
countries that DTC's participants ("Direct Participants") deposit with DTC. DTC
also facilitates the post-trade settlement among Direct Participants of sales
and other securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct
Participants of DTC and Members of the National Securities Clearing Corporation,
Government Securities Clearing Corporation, MBS Clearing Corporation, and
Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also
subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the
American Stock Exchange LLC, and the National Association of Securities Dealers,
Inc. Access to the DTC system is also available to others such as both U.S. and
non-U.S. securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). DTC
has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com.

         3.       Purchases of Securities under the DTC system must be made by
or through Direct Participants, which will receive a credit for the Securities
on DTC's records. The ownership interest of each actual purchaser of each
Security ("Beneficial Owner") is in turn to be recorded

                                       B-2

<PAGE>

on the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase. Beneficial Owners are,
however, expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the Securities are to be
accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in Securities, except in the
event that use of the book-entry system for the Securities is discontinued.

         4.       To facilitate subsequent transfers, all Securities deposited
by Direct Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Securities are credited, which may or may
not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

         5.       Conveyance of notices and other communications by DTC to
Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

         6.       Redemption notices shall be sent to DTC. If less than all of
the Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in such
issue to be redeemed.

         7.       Neither DTC nor Cede & Co. (nor any other DTC nominee) will
consent or vote with respect to Securities unless authorized by a Direct
Participant in accordance with DTC's Procedures. Under its usual procedures, DTC
mails an Omnibus Proxy to Issuer as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

         8.       Redemption proceeds, distributions, and dividend payments on
the Securities will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit
Direct Participants' accounts upon DTC's receipt of funds and corresponding
detail information from Issuer or Agent, on payable date in accordance with
their respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC [nor its nominee], Agent, or Issuer, subject to
any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede &
Co. (or such other nominee as may be requested by an authorized representative
of DTC) is the

                                       B-3

<PAGE>

responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.

         9.       DTC may discontinue providing its services as depository with
respect to the Securities at any time by giving reasonable notice to Issuer or
Agent. Under such circumstances, in the event that a successor depository is not
obtained, Security certificates are required to be printed and delivered.

         10.      Issuer may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository). In that
event, Security certificates will be printed and delivered.

         11.      The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that Issuer believes to be
reliable, but Issuer takes no responsibility for the accuracy thereof.

                                       B-4

<PAGE>

                                                                       EXHIBIT C

                     [FORM OF COMMON SECURITIES CERTIFICATE]
               THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE
                  DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN
             COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 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 -

                    Certificate Evidencing Common Securities
                                       of
                      Everest Re Capital Trust [II or III]
                             [ ]% Common Securities
                  (liquidation amount $25 per Common Security)

     Everest Re Capital Trust [II or III], a statutory trust created under the
laws of the State of Delaware (the "Issuer Trust"), hereby certifies that
Everest Reinsurance Holdings, Inc., a Delaware corporation (the "Holder") is the
registered owner of the number of common securities of the Issuer Trust set
forth above representing undivided common beneficial interests in the assets of
the Issuer Trust and designated the [ ]% Common Securities (liquidation amount
$25 per Common Security) (the "Common Securities"). Except in accordance with
Section 5.11 of the Trust Agreement (as defined below), the Common Securities
are not transferable and any attempted transfer hereof other than in accordance
therewith 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 Issuer Trust, dated as of , 200 , as
the same may be amended from time to time (the "Trust Agreement"), among Everest
Reinsurance Holdings, Inc., as Depositor, JPMorgan Chase Bank, as Property
Trustee, Chase Manhattan Bank USA, National Association, as Delaware Trustee,
the Administrative Trustees party thereto and the Holders, from time to time, of
Trust Securities. The Issuer Trust will furnish a copy of the Trust Agreement to
the Holder without charge upon written request to the Issuer 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.

         This Common Securities Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.

         Terms used but not defined herein have the meanings set forth in the
Trust Agreement.

                                       C-1

<PAGE>

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer
Trust has executed this certificate this __ day of         ,       .

                                    EVEREST RE CAPITAL TRUST [II OR III]

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

                                       C-2

<PAGE>

                                                                       EXHIBIT D

                           [FORM OF EXPENSE AGREEMENT]

                    AGREEMENT AS TO EXPENSES AND LIABILITIES
























                                       D-1

<PAGE>

                                                                       EXHIBIT E

                   [FORM OF PREFERRED SECURITIES CERTIFICATE]

         [IF THE PREFERRED SECURITIES CERTIFICATE IS TO BE EVIDENCED BY A GLOBAL
PREFERRED SECURITY, INSERT--This Preferred Securities Certificate is a Global
Preferred Security within the meaning of the Trust Agreement hereinafter
referred to and is registered in the name of a Clearing Agency or a nominee of a
Clearing Agency. This Preferred Securities Certificate is exchangeable for
Preferred Securities Certificates registered in the name of a person other than
the Clearing Agency or its nominee only in the limited circumstances described
in the Trust Agreement and may not be transferred except as a whole by the
Clearing Agency to a nominee of the Clearing Agency or by a nominee of the
Clearing Agency to the Clearing Agency or another nominee of the Clearing
Agency, except in the limited circumstances described in the Trust Agreement.

         Unless this Preferred Security Certificate is presented by an

authorized representative of The Depository Trust Company, a New York
Corporation ("DTC"), to Everest Re Capital Trust [II or III] or its agent for
registration of transfer, exchange or payment, and any Preferred Security
Certificate issued is registered in the name of Cede & Co. or 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 A PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.]

                                       E-1

<PAGE>

Certificate Number                                Number of Preferred Securities

                                    CUSIP NO.

                   Certificate Evidencing Preferred Securities

                                       of

                      Everest Re Capital Trust [II or III]

                           [   ]% Preferred Securities
                 (liquidation amount $25 per Preferred Security)

Everest Re Capital Trust [II or III], a statutory trust created under the laws
of the State of Delaware (the "Issuer Trust"), hereby certifies that (the
"Holder") is the registered owner of the number of Preferred Securities of the
Trust set forth above representing an undivided capital beneficial interest in
the assets of the Trust and designated the Everest Re Capital Trust [ ]%
Preferred Securities, (liquidation amount $25 per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the books
and records of the Issuer 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 5.5 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 Issuer Trust, dated as of , 200 , as the same may be
amended from time to time (the "Trust Agreement"), among Everest Reinsurance
Holdings, Inc., as Depositor, JPMorgan Chase Bank, as Property Trustee, Chase
Manhattan Bank USA, National Association, as Delaware Trustee, the
Administrative Trustees party thereto and the Holders of Trust Securities. The
Holder is entitled to the benefits of the Guarantee Agreement entered into by
Everest Reinsurance Holdings, Inc., a Delaware corporation, and JPMorgan Chase
Bank, as Guarantee Trustee, dated as of , 200 , as the same may be amended from
time to time (the "Guarantee Agreement"), to the extent provided therein. The
Issuer Trust will furnish a copy of the Trust Agreement and the Guarantee
Agreement to the Holder without charge upon written request to the Property
Trustee 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.

         This Preferred Securities Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware.

         All capitalized terms used but not defined in this Preferred Securities
Certificate are used with the meanings specified in the Trust Agreement,
including the Exhibits thereto.

                                       E-2

<PAGE>

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer
Trust has executed this certificate this __ day of          , 200 .

                                    EVEREST RE CAPITAL TRUST [II or III]

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

                                       E-3

<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 Issuer
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)

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-4