<PAGE>

Exhibit 4.15

                   FORM OF AMENDED & RESTATED TRUST AGREEMENT

                              DRH CAPITAL TRUST II

                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                                      AMONG

                        D.R. HORTON, INC., AS DEPOSITOR,

           AMERICAN STOCK TRANSFER & TRUST COMPANY AS PROPERTY TRUSTEE

               THE CORPORATION TRUST COMPANY, AS DELAWARE TRUSTEE

                                       AND

                         ____________ AND ____________,

                           AS ADMINISTRATIVE TRUSTEES

                                   DATED AS OF

                            ------------------------
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                       <C>
ARTICLE I  DEFINED TERMS...............................................................................................    1
     Section 1.01    DEFINITIONS.......................................................................................    1

ARTICLE II  ESTABLISHMENT OF THE TRUST.................................................................................   10
     Section 2.01    NAME..............................................................................................   10

     Section 2.02    OFFICES OF THE TRUSTEES; PRINCIPAL PLACE OF BUSINESS..............................................   10

     Section 2.03    INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES...................................   10

     Section 2.04    ISSUANCE OF THE TRUST PREFERRED SECURITIES........................................................   11

     Section 2.05    SUBSCRIPTION AND PURCHASE OF SUBORDINATED DEBENTURES; ISSUANCE OF THE TRUST COMMON SECURITIES.....   11

     Section 2.06    DECLARATION OF TRUST..............................................................................   11

     Section 2.07    AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS..................................................   11

     Section 2.08    ASSETS OF TRUST...................................................................................   16

     Section 2.09    TITLE TO TRUST PROPERTY...........................................................................   16

     Section 2.10    MERGERS AND CONSOLIDATIONS OF THE TRUST...........................................................   16

ARTICLE III  PAYMENT ACCOUNT...........................................................................................   17
     Section 3.01    PAYMENT ACCOUNT...................................................................................   17

ARTICLE IV  DISTRIBUTIONS; REDEMPTION..................................................................................   18
     Section 4.01    DISTRIBUTIONS.....................................................................................   18

     Section 4.02    REDEMPTION........................................................................................   19

     Section 4.03    SUBORDINATION OF TRUST COMMON SECURITIES..........................................................   21

     Section 4.04    PAYMENT PROCEDURES................................................................................   21

     Section 4.05    TAX RETURNS AND REPORTS...........................................................................   21

ARTICLE V  TRUST SECURITIES CERTIFICATES...............................................................................   22
     Section 5.01    INITIAL OWNERSHIP.................................................................................   22

     Section 5.02    THE TRUST SECURITIES CERTIFICATES.................................................................   22

     Section 5.03    AUTHENTICATION OF TRUST SECURITIES CERTIFICATES...................................................   22

     Section 5.04    REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST PREFERRED SECURITIES CERTIFICATES..................   22

     Section 5.05    MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES................................   23
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                                       <C>
     Section 5.06    PERSONS DEEMED SECURITYHOLDERS....................................................................   23

     Section 5.07    ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES............................................   24

     Section 5.08    MAINTENANCE OF OFFICE OR AGENCY...................................................................   24

     Section 5.09    APPOINTMENT OF PAYING AGENT.......................................................................   24

     Section 5.10    OWNERSHIP OF TRUST COMMON SECURITIES BY DEPOSITOR.................................................   25

     Section 5.11    BOOK-ENTRY TRUST PREFERRED SECURITIES CERTIFICATES; TRUST COMMON SECURITIES CERTIFICATE...........   25

     Section 5.12    NOTICES TO CLEARING AGENCY........................................................................   26

     Section 5.13    DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES................................................   26

     Section 5.14    RIGHTS OF SECURITYHOLDERS.........................................................................   27

ARTICLE VI  ACTS OF SECURITYHOLDERS; MEETINGS; VOTING..................................................................   27
     Section 6.01    LIMITATIONS ON VOTING RIGHTS......................................................................   27

     Section 6.02    NOTICE OF MEETINGS................................................................................   28

     Section 6.03    MEETINGS OF TRUST PREFERRED SECURITYHOLDERS.......................................................   28

     Section 6.04    VOTING RIGHTS.....................................................................................   29

     Section 6.05    PROXIES, ETC. ....................................................................................   29

     Section 6.06    SECURITYHOLDER ACTION BY WRITTEN CONSENT..........................................................   29

     Section 6.07    RECORD DATE FOR VOTING AND OTHER PURPOSES.........................................................   29

     Section 6.08    ACTS OF SECURITYHOLDERS...........................................................................   29

     Section 6.09    INSPECTION OF RECORDS.............................................................................   30

ARTICLE VII  REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE, DELAWARE TRUSTEE AND DEPOSITOR....................   31
     Section 7.01    REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE............................................   31

     Section 7.02    REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE............................................   32

     Section 7.03    REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.......................................................   33

ARTICLE VIII  THE TRUSTEES.............................................................................................   33
     Section 8.01    CERTAIN DUTIES AND RESPONSIBILITIES...............................................................   33

     Section 8.02    NOTICE OF DEFAULTS................................................................................   34

     Section 8.03    CERTAIN RIGHTS OF PROPERTY TRUSTEE................................................................   34

     Section 8.04    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES............................................   35

     Section 8.05    TRUSTEE MAY HOLD SECURITIES.......................................................................   35

     Section 8.06    COMPENSATION; FEES; INDEMNITY.....................................................................   35
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                       <C>
     Section 8.07    TRUSTEES REQUIRED; ELIGIBILITY....................................................................   36

     Section 8.08    CONFLICTING INTERESTS.............................................................................   37

     Section 8.09    CO-PROPERTY TRUSTEES AND SEPARATE TRUSTEE.........................................................   37

     Section 8.10    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.................................................   38

     Section 8.11    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR............................................................   40

     Section 8.12    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.......................................   40

     Section 8.13    PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST......................................   40

     Section 8.14    REPORTS BY PROPERTY TRUSTEE.......................................................................   41

     Section 8.15    REPORTS TO THE PROPERTY TRUSTEE...................................................................   41

     Section 8.16    EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT..................................................   41

     Section 8.18    DELEGATION OF POWER...............................................................................   42

     Section 8.19    ENFORCEMENT OF RIGHTS OF PROPERTY TRUSTEE BY SECURITYHOLDERS......................................   42

ARTICLE IX  TERMINATION AND LIQUIDATION................................................................................   43
     Section 9.01    TERMINATION UPON EXPIRATION DATE..................................................................   43

     Section 9.02    EARLY TERMINATION.................................................................................   43

     Section 9.03    TERMINATION.......................................................................................   43

     Section 9.04    LIQUIDATION.......................................................................................   43

     Section 9.05    BANKRUPTCY........................................................................................   45

ARTICLE X  MISCELLANEOUS PROVISIONS....................................................................................   45
     Section 10.01   GUARANTEE BY THE DEPOSITOR........................................................................   45

     Section 10.02   LIMITATION OF RIGHTS OF SECURITYHOLDERS...........................................................   45

     Section 10.03   AMENDMENT.........................................................................................   45

     Section 10.04   SEPARABILITY......................................................................................   47

     Section 10.05   GOVERNING LAW.....................................................................................   47

     Section 10.06   NOTICE OF DEFERRAL OF DISTRIBUTION................................................................   47

     Section 10.07   HEADINGS..........................................................................................   47

     Section 10.08   NOTICE AND DEMAND.................................................................................   47

     Section 10.09   AGREEMENT NOT TO PETITION.........................................................................   48

     Section 10.10   CONFLICT WITH TRUST INDENTURE ACT.................................................................   48

     Section 10.11   SUCCESSORS........................................................................................   49
</TABLE>

                                      iii
<PAGE>

EXHIBIT A   -           Form of Expense Agreement
EXHIBIT B   -           Form of Trust Common Securities Certificate
EXHIBIT C   -           Form of Trust Preferred Securities Certificate

                                       iv
<PAGE>

                              DRH CAPITAL TRUST II

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

Trust Indenture Act                                              Trust Agreement

<TABLE>
<CAPTION>
Section                                                                             Section
-------                                                                             -------
<S>                                                                                 <C>
Section 310(a)(1)................................................................   8.07
           (a)(2)................................................................   8.07
           (a)(3)................................................................   8.09
           (a)(4)................................................................   Not Applicable
           (b)...................................................................   8.08

Section 311(a)...................................................................   8.13
           (b)...................................................................   8.13

Section 312(a)...................................................................   5.07
           (b)...................................................................   5.07
           (c)...................................................................   5.07

Section 313(a)...................................................................   8.14
           (a)(4)................................................................   8.14(b)
           (b)...................................................................   8.14(b)
           (c)...................................................................   8.14(c)
           (d)...................................................................   8.14(b), 8.14(c)

Section 3.14(a)..................................................................   8.15
           (b)...................................................................   Not Applicable
           (c)(1)................................................................   8.15, 8.16
           (c)(2)................................................................   8.16
           (c)(3)................................................................   8.16
           (d)...................................................................   Not Applicable
           (e)...................................................................   8.16

Section 315(a)...................................................................   8.01
           (b)...................................................................   8.02, 8.14(b)
           (c)...................................................................   8.01(a)
           (d)...................................................................   8.01, 8.03
           (e)...................................................................   Not Applicable

Section 316(a)...................................................................   Not Applicable
           (a)(1)(A).............................................................   8.19
           (a)(1)(B).............................................................   8.19
           (a)(2)................................................................   Not Applicable
           (b)...................................................................   Not Applicable
           (c)...................................................................   Not Applicable
</TABLE>

                                       v
<PAGE>

<TABLE>
<S>                                                                                 <C>
Section 317(a)(1)................................................................   Not Applicable
           (a)(2)................................................................   Not Applicable
           (b)...................................................................   5.09

Section 318(a)...................................................................   10.10
</TABLE>

Note: This Cross-Reference Table does not constitute part of the Trust Agreement
and shall not affect the interpretation of any of its terms and provisions.

                                       vi
<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

      THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ____________, ___
by and among (i) D.R. Horton, Inc., a Delaware corporation (the "Depositor" or
the "Corporation"), (ii) American Stock Transfer & Trust Company, a New York
corporation, as trustee (the "Property Trustee" and, in its separate corporate
capacity and not in its capacity as Property Trustee, the "Trust Company"),
(iii) The Corporation Trust Company, a corporation duly organized under the laws
of the State of Delaware, as Delaware trustee (the "Delaware Trustee" and in its
separate corporate and not in its capacity as Delaware Trustee, the "Delaware
Corporation"), (iv) ____________, an individual, and ____________, an
individual, as administrative trustees (each an "Administrative Trustee" and
together the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the
"Trustees") and (v) the several Holders, as hereinafter defined.

                                   WITNESSETH:

      WHEREAS, the Depositor and certain of the Trustees have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory
Trust Act by the execution and filing with the Secretary of State of the State
of Delaware of the Certificate of Trust, dated March 16, 2001 (the "Certificate
of Trust") and by the entering into that certain Trust Agreement, dated as of
March 16, 2001 (the "Original Trust Agreement"), and

      WHEREAS, the parties hereto desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the addition of the Trust Company, as trustee of the Trust, (ii) the
acquisition by the Trust from the Depositor of all of the right, title and
interest in certain subordinated debentures of the Depositor, (iii) the issuance
of the Trust Common Securities by the Trust to the Depositor, and (iv) the
issuance and sale of the Trust Preferred Securities by the Trust pursuant to the
Underwriting Agreement.

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

                                    ARTICLE I

                                  DEFINED TERMS

      SECTION 1.01 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) unless the context otherwise requires, any reference to an
      "Article" or a "Section" refers to an Article or a Section, as the case
      may be, of this Trust Agreement; and

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

            "Act" has the meaning specified in Section 6.08.

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

            "Administrative Trustee" means each of the individuals identified as
      an "Administrative Trustee" in the preamble to this Trust Agreement solely
      in their capacities as Administrative Trustees of the Trust formed and
      continued hereunder and except as specifically provided to the contrary
      herein and not in their individual capacities, or such trustee's
      successor(s) in interest in such 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.

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

                  (i) the entry by a court having jurisdiction in the premises
            of (A) a decree or order for relief in respect of such Person in an
            involuntary case or proceeding under any applicable federal or state
            bankruptcy, insolvency, reorganization or other similar law or (B) a
            decree or order adjudging such Person a bankrupt or insolvent, or
            approving as properly filed a petition seeking reorganization,
            arrangement, adjustment or composition of or in respect of such
            Person under any applicable federal or state law, or appointing a
            custodian, 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 for relief
            or any such other decree or order unstayed and in effect for a
            period of 60 consecutive days; or

                  (ii) the commencement by such Person of a voluntary case or
            proceeding under any applicable federal or state bankruptcy,
            insolvency,

                                       2
<PAGE>

            reorganization or other similar law or of any other case or
            proceeding to be adjudicated a bankrupt or insolvent, or the consent
            by it to the entry of a decree or order for relief in respect of
            such Person in an involuntary case or proceeding under any
            applicable federal or state bankruptcy, insolvency, reorganization
            or other similar law or to the commencement of any bankruptcy or
            insolvency case or proceeding against it, or the filing by it of a
            petition or answer or consent seeking reorganization or relief under
            any applicable federal or state law, or the consent by it to the
            filing of such petition or to the appointment of or taking
            possession by a custodian, receiver, liquidator, assignee, trustee,
            sequestrator or other similar official of the Corporation 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, or the authorization of any such action by the board of
            directors of such Person.

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

            "Beneficiaries" has the meaning specified in Section 10.01.

            "Board Resolution" means a resolution or a copy thereof certified by
      the Secretary, an Assistant Secretary or other Officer of the Depositor to
      have been duly adopted by the Depositor's Board of Directors or a duly
      authorized committee thereof and to be in full force and effect on the
      date of such certification, and delivered to the Trustees.

            "Book-Entry Trust Preferred Securities Certificates" means
      certificates representing Trust Preferred Securities issued in global,
      fully registered form to the Clearing Agency as described in Section 5.11.

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

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

            "Clearing Agency Participant" means a broker, dealer, bank, other
      financial institution or other Person for which from time to time a
      Clearing Agency effects book-entry transfers and pledges of securities
      deposited with the Clearing Agency pursuant to the rules of such Clearing
      Agency or an agreement between the Clearing Agency and such Person in the
      customary form.

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

            "Commission" means the Securities and Exchange Commission, as from
      time to time constituted, created under the Exchange Act, or, if at any
      time after the execution of

                                       3
<PAGE>

      this instrument such Commission is not existing and performing the duties
      now assigned to it under the Trust Indenture Act then the body performing
      such duties at such time.

            "Corporate Trust Office" means the office of the Property Trustee
      located in New York, New York at which its corporate trust business shall
      be principally administered.

            "Corporation" means D.R. Horton, Inc., its successors and assigns.

            "Debenture Indenture Event of Default" means an "Event of Default"
      as defined in the Subordinated Debenture Indenture with respect to the
      Subordinated Debentures.

            "Debenture Indenture Redemption Date" means "Redemption Date", as
      defined in the Subordinated Debenture Indenture.

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

            "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
      Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended
      from time to time.

            "Delaware Corporation" means The Corporation Trust Company in its
      separate corporate capacity.

            "Delaware Trustee" means the corporation identified as the "Delaware
      Trustee" and has the meaning specified in the preamble to this Trust
      Agreement solely in its capacity as Delaware Trustee of the Trust formed
      and continued hereunder and except as specifically provided to the
      contrary herein, not in its individual capacity, or its successor in
      interest in such capacity, or any successor Delaware Trustee appointed as
      herein provided.

            "Depositor" means D.R. Horton, Inc., in its capacity as "Depositor"
      under this Trust Agreement, its successors and assigns.

            "Distribution Date" has the meaning specified in Section 4.01(a).

            "Distributions" means amounts payable in respect of the Trust
      Securities as provided in Section 4.01.

            "Early Termination Event" has the meaning specified in Section 9.02.

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

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

                                       4
<PAGE>

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

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

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

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

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

            "Expiration Date" has the meaning specified in Section 9.01.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
      from time to time, or any successor legislation, with a similar purpose
      and effect.

            "Extension Period" has the meaning specified in Section 4.01(b).

            "Indenture Trustee" means the trustee under the Subordinated
      Debenture Indenture.

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

            "Issue Date" means the date of the original issuance and delivery of
the Trust Securities by the Administrative Trustees.

            "Legal Action" has the meaning specified in Section 2.07(A)(iv).

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

            "Like Amount" means (i) Trust Securities having a Liquidation Amount
      equal to the principal amount of Subordinated Debentures to be
      contemporaneously redeemed in accordance with the Subordinated Debenture
      Indenture and the proceeds of which will be

                                       5
<PAGE>

      used to pay the Redemption Price of such Trust Securities and (ii)
      Subordinated Debentures having a principal amount equal to the Liquidation
      Amount of the Trust Securities of the Holder to whom such Subordinated
      Debentures are distributed.

            "Liquidation Amount" means the stated amount of [$__] per Trust
      Security.

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

            "Liquidation Distribution" has the meaning specified in Section
      9.05.

            "Obligations" has the meaning specified in Section 10.01.

            "Officers' Certificate" means a certificate signed by the Chairman
      of the Board, the Chief Executive Officer, the President or a Vice
      President, and by the Chief Financial Officer, the Treasurer, an Assistant
      Treasurer, the Controller, the Secretary or an Assistant Secretary, of the
      Depositor, and delivered to the appropriate Trustee. One of the officers
      signing an Officers' Certificate to be delivered by the Depositor pursuant
      to Section 8.16 shall be the principal executive, financial or accounting
      officer of the Depositor. An Officers' Certificate delivered with respect
      to compliance with a condition or covenant provided for in this Trust
      Agreement shall include:

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

                  (b) a brief statement as to the nature and scope of the
            examination or investigation upon which the statements or opinions
            contained in the Officers' Certificate are based;

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

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

            "OID" means "original issue discount" as that term or any
      substantially similar subsequent term is defined in the Internal Revenue
      Code of 1986, as amended.

            "Opinion of Counsel" means a written opinion of counsel, who may be
      counsel for the Trust, the Trustees or the Depositor and may be an
      employee of the Trust, the Trustees or the Depositor, and who shall be
      reasonably acceptable to the Property Trustee. Any Opinion of Counsel
      pertaining to federal income tax matters may rely on published rulings of
      the Internal Revenue Service.

                                       6
<PAGE>

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

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

                  (i) Trust Preferred Securities theretofore canceled by the
            Administrative Trustees or delivered to the Administrative Trustees
            for cancellation;

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

                  (iii) Trust Preferred Securities in exchange for or in lieu of
            which other Trust Preferred Securities have been authenticated and
            delivered pursuant to this Trust Agreement; provided, however, that
            in determining whether the Holders of the requisite Liquidation
            Amount of the Outstanding Trust Preferred Securities have given any
            request, demand, authorization, direction, notice, consent or waiver
            hereunder, Trust Preferred Securities owned, whether of record or
            beneficially, by the Depositor, the Holder of the Trust Common
            Securities, any Administrative Trustee or any Affiliate of the
            Depositor or any Administrative Trustee shall be disregarded and
            deemed not to be Outstanding, except that (a) in determining whether
            any Trustee shall be protected in relying upon any such request,
            demand, authorization, direction, notice, consent or waiver, only
            Trust Preferred Securities which such Trustee knows to be so owned
            shall be so disregarded and (b) the foregoing shall not apply at any
            time when all of the outstanding Trust Preferred Securities are
            owned by the Depositor, the Holder of the Trust Common Securities,
            one or more Administrative Trustees and/or any such Affiliate. Trust
            Preferred Securities so owned which have been pledged in good faith
            may be regarded as Outstanding if the pledgee establishes to the
            satisfaction of the Administrative Trustees the pledgee's right so
            to act with respect to such Trust Preferred Securities and that the
            pledgee is not the Depositor or any Affiliate of the Depositor.

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

            "Paying Agent" means any paying agent or co-paying agent appointed
      pursuant to Section 5.09 and shall initially be the Property Trustee.

                                       7
<PAGE>

            "Payment Account" means a segregated non-interest-bearing corporate
      trust account established pursuant to Section 3.01 and maintained by the
      Property Trustee for the benefit of the Securityholders in which all
      amounts paid in respect of the Subordinated Debentures will be held and
      from which the Property Trustee shall make payments to the Securityholders
      in accordance with Section 4.01.

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

            "Property Trustee" means the commercial bank or trust company
      identified as the "Property Trustee" in the preamble to this Trust
      Agreement solely in its capacity as Property Trustee of the Trust formed
      and continued hereunder and except as specifically provided to the
      contrary herein not in its individual capacity, or its successor in
      interest in such capacity, or any successor "Property Trustee" as herein
      provided.

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

            "Redemption Price" means, with respect to any date fixed for
      redemption of any Trust Security, the Liquidation Amount of such Trust
      Security, plus accrued and unpaid Distributions to such date.

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

            "Securities Act" means the Securities Act of 1933, as amended from
      time to time, or any successor legislation with a similar purpose and
      effect.

            "Security Register" and "Security Registrar" are described in
      Section 5.04.

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

            "Subordinated Debentures" means the $_________ aggregate principal
      amount of the Depositor's Series _____ % Subordinated Debentures due
      _____, _____ issued pursuant to the Subordinated Debenture Indenture.

            "Subordinated Debenture Indenture" means the Subordinated Debenture
      Indenture, dated as of ______________, between the Depositor and the
      Indenture Trustee, as supplemented by the Supplemental Indenture.

            "Successor Securities" has the meaning specified in Section 2.10.

            "Supplemental Indenture" means the Indenture, dated as of
      _________________, by and between the Depositor and the Indenture Trustee
      for the purpose of supplementing

                                       8
<PAGE>

      the Subordinated Debenture Indenture entered into in connection with the
      Subordinated Debentures.

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

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

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

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

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

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

            "Trust Guarantee" means the Trust Guarantee Agreement executed and
      delivered by the Corporation and American Stock Transfer & Trust Company,
      as Guarantee Trustee, contemporaneously with the execution and delivery of
      this Trust Agreement, for the benefit of the Holders of the Trust
      Preferred Securities, as amended from time to time.

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

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

                                       9
<PAGE>

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

            "Trust Property" means (i) the Subordinated Debentures, (ii) any
      cash on deposit in, or amounts owing to, the Payment Account, and (iii)
      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 this Trust Agreement.

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

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

            "Underwriting Agreement" means the Underwriting Agreement, dated as
      of ___________________ among the Trust, the Depositor and the underwriters
      named therein.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

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

      SECTION 2.02 OFFICES OF THE TRUSTEES; PRINCIPAL PLACE OF BUSINESS. The
address of the Property Trustee is American Stock Transfer & Trust Company, 59
Maiden Lane, New York, New York 10038, or at such other address as the Property
Trustee may designate by written notice to the Securityholders and the
Depositor. The principal place of business of the Delaware Trustee is The
Corporation Trust Company, Corporation Trust Centre, 1209 Orange Street,
Wilmington, Delaware 19801, or at such other address in Delaware as the Delaware
Trustee may designate by notice to the Depositor. The address of the
Administrative Trustees is c/o D.R., Horton, Inc., 1901 Ascension Blvd, Suite
100, Arlington, Texas 76006, Attention: Chief Executive Officer. The principal
place of business of the Trust is D.R., Horton, Inc., 1901 Ascension Blvd, Suite
100, Arlington, Texas 76006. The Depositor may change the principal place of
business of the Trust at any time by giving notice thereof to the Trustees.

      SECTION 2.03 INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES. The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of the Trustees,
promptly reimburse the Trustees for any such expenses paid by the Trustees. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

                                       10
<PAGE>

      SECTION 2.04 ISSUANCE OF THE TRUST PREFERRED SECURITIES. Contemporaneously
with the execution and delivery of this Trust Agreement, the Administrative
Trustees, on behalf of the Trust, shall execute and deliver to the underwriters
named in the Underwriting Agreement Trust Preferred Securities Certificates,
registered in the name of the nominee of the initial Clearing Agency, in an
aggregate amount of Trust Preferred Securities having an aggregate Liquidation
Amount of $_________ (the "Trust Preferred Securities") against receipt of the
aggregate purchase price of such Trust Preferred Securities of $__________,
which amount the Administrative Trustees shall promptly deliver to the Property
Trustee.

      SECTION 2.05 SUBSCRIPTION AND PURCHASE OF SUBORDINATED DEBENTURES;
ISSUANCE OF THE TRUST COMMON SECURITIES. Contemporaneously with the execution
and delivery of this Trust Agreement, the Administrative Trustees, on behalf of
the Trust, shall execute and deliver to the Depositor Trust Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
Trust Common Securities having an aggregate Liquidation Amount of $__________
against payment by the Depositor of such amount. Contemporaneously therewith,
the Administrative Trustees, on behalf of the Trust, shall subscribe to and
purchase from the Depositor Subordinated Debentures, registered in the name of
the Property Trustee, on behalf of the Trust and the Holders, and having an
aggregate principal amount equal to $___________ and, in satisfaction of the
purchase price for such Subordinated Debentures, the Property Trustee, on behalf
of the Trust, shall deliver to the Depositor the sum of $___________.

      SECTION 2.06 DECLARATION OF TRUST. The exclusive purposes and functions of
the Trust are (i) to issue and sell the Trust Securities, (ii) to use the
proceeds from such sale to acquire the Subordinated Debentures, and (iii) to
engage in only those other activities necessary, appropriate, convenient or
incidental thereto. The Depositor hereby appoints each of the Trust Company, the
Delaware Trustee, ____________ and ____________, as trustees of the Trust, to
have all the rights, powers and duties to the extent set forth herein. The
Property Trustee hereby declares that it will hold the Trust Property upon and
subject to the conditions set forth herein subject to the conditions set forth
herein for the benefit of the Trust and the Securityholders. The Trustees shall
have all rights, powers and duties set forth herein and in accordance with
applicable law with respect to accomplishing the purposes of the Trust. Except
as may be required under the Delaware Statutory Trust Act, the Delaware Trustee
shall not be entitled to exercise any powers, nor shall the Delaware Trustee
have any of the duties and responsibilities of any other Trustee set forth
herein. The Delaware Trustee shall be one of the Trustees for the sole and
limited purpose of fulfilling the requirements of Section 3807(a) of the
Delaware Statutory Trust Act. The Certificate of Trust of the Trust and all
amendments thereto have been filed with the office of the Secretary of State of
the State of Delaware and such filings are hereby confirmed and ratified.

      SECTION 2.07 AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS. The
Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Trust Agreement. Subject to the limitations set forth in paragraph (C) of
this Section, and in accordance with the following paragraphs (A) and (B), the
Trustees shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express (in the case of the Property Trustee) or implied, otherwise granted to
the Trustees under this Trust Agreement, and to perform all acts in furtherance
thereof, including without limitation, the following:

                                       11
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       12
<PAGE>

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

                  (xi) to issue and sell the Trust Securities;

                  (xii) to cause the Trust to enter into, and to execute,
            deliver and perform on behalf of the Trust, the Expense Agreement
            and such other agreements as may be necessary or desirable in
            connection with the consummation hereof;

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

                  (xiv) to assist in the listing of the Trust Preferred
            Securities upon the New York Stock Exchange or such securities
            exchange or exchanges as may be determined by the Depositor and, if
            required, the registration of the Trust Preferred Securities under
            the Exchange Act, and the preparation and filing of all periodic and
            other reports and other documents pursuant to the foregoing;

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

                  (xvi) to appoint a Paying Agent (subject to Section 5.09),
            authenticating agent and Security Registrar in accordance with this
            Trust Agreement;

                  (xvii) to register transfers of the Trust Securities in
            accordance with this Trust Agreement;

                  (xviii) to assist in the winding up of the affairs of and
            termination of the Trust as provided in this Trust Agreement; and

                  (xix) to take any action incidental to the foregoing as the
            Administrative Trustees may from time to time determine is
            necessary, appropriate, convenient or advisable to protect and
            conserve the Trust Property for the benefit of the Securityholders
            (without consideration of the effect of any such action on any
            particular Securityholder).

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

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

                                       13
<PAGE>

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

                  (iii) subject to the terms hereof, exercise all of the rights,
            powers and privileges of a holder of the Subordinated Debentures
            under the Subordinated Debenture Indenture and, if an Event of
            Default occurs and is continuing, enforce for the benefit of, and
            subject to the rights of, the Holders of the Trust Securities, its
            rights as holder of the Subordinated Debentures under the
            Subordinated Debenture Indenture;

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

                  (v) take any Legal Action which arises out of or in connection
            with an Event of Default or the Property Trustee's duties and
            obligations under this Trust Agreement, the Delaware Statutory Trust
            Act or the Trust Indenture Act;

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

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

                  (viii) the collection of interest, principal and any other
            payments made in respect of the Subordinated Debentures in the
            Payment Account;

                  (ix) the distribution of amounts received in the Payment
            Account and owed to the Securityholders in respect of the Trust
            Securities;

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

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

                  (xii) the winding up of the affairs of and termination of the
            Trust as provided in this Trust Agreement, and the preparation,
            execution and filing of the certificate of cancellation with the
            Secretary of State of the State of Delaware; and

                  (xiii) the taking of any action incidental to the foregoing as
            the Property Trustee may from time to time determine is necessary,
            appropriate, convenient or advisable to protect and conserve the
            Trust Property for the benefit of the Securityholders (without
            consideration of the effect of any such action on any particular
            Securityholder).

                                       14
<PAGE>

            (C) So long as this Trust Agreement remains in effect, the Trust (or
      the Trustees acting on behalf of the Trust) shall not undertake any
      business, activity or transaction except as expressly provided herein or
      contemplated hereby. In particular, the Trustees acting on behalf of the
      Trust shall not (i) acquire any investments or engage in any activities
      not authorized by this Trust Agreement, (ii) sell, assign, transfer,
      exchange, pledge, set-off or otherwise dispose of any of the Trust
      Property or interests therein, including to Securityholders, except as
      expressly provided herein, (iii) take any action that would cause the
      Trust to fail or cease to qualify as a grantor trust for United States
      federal income tax purposes, (iv) incur any indebtedness for borrowed
      money, (v) take or consent to any action that would result in the
      placement of a Lien on any of the Trust Property, (vi) issue any
      securities other than the Trust Securities, or (vii) have any power to, or
      agree to any action by the Depositor that would, vary the investment
      (within the meaning of Treasury Regulation Section 301.7701-4(c)) of the
      Trust or of the Securityholders. The Trustees shall defend all claims and
      demands of all Persons at any time claiming any Lien on any of the Trust
      Property adverse to the interest of the Trust or the Securityholders in
      their capacity as Securityholders.

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

                  (i) to prepare for filing by the Trust with the Commission a
            registration statement on Form S-3 under the Securities Act
            (including a registration statement for delayed offerings by the
            Depositor, the Trust and other registrants in accordance with Rule
            415 under the Securities Act) in relation to the Trust Preferred
            Securities, including any amendments thereto and prospectus
            supplements in respect thereof;

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

                  (iii) to prepare for filing by the Trust an application to any
            other national stock exchange or the New York Stock Exchange for
            listing upon notice of issuance of any Trust Preferred Securities;

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

                                       15
<PAGE>

                  (v) to negotiate the terms of the Underwriting Agreement
            providing for the sale of the Trust Preferred Securities and to
            execute, deliver and perform the Underwriting Agreement on behalf of
            the Trust;

                  (vi) to negotiate the terms of an agreement with the
            Depository Trust Company relating to the Trust Preferred Securities
            and to execute, deliver and perform the agreement on behalf of the
            Trust; and

                  (vii) any other actions necessary, incidental, appropriate or
            convenient to carry out any of the foregoing activities.

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

      SECTION 2.08 ASSETS OF TRUST. The assets of the Trust shall consist of the
Trust Property.

      SECTION 2.09 TITLE TO TRUST PROPERTY. Legal title to all Trust Property
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Securityholders and the Trust in accordance with this Trust Agreement. The
right, title and interest of the Property Trustee to the Subordinated Debentures
shall vest automatically in each Person who may thereafter be appointed as
Property Trustee in accordance with the terms hereof. Such vesting and cessation
of title shall be effective whether or not conveyancing documents have been
executed and delivered.

      SECTION 2.10 MERGERS AND CONSOLIDATIONS OF THE TRUST. The Trust shall not
consolidate, merge with or into, or be replaced by, or convey, transfer or lease
its properties and assets substantially as an entirety to any corporation or
other entity, except as described below. The Trust may at the request of the
Corporation, with the consent of the Administrative Trustees and, unless an
Event of Default shall have occurred and be continuing, without the consent of
the Holders, the Property Trustee or the Delaware Trustee, consolidate, merge
with or into, or be replaced by a trust organized as such under the laws of any
state; provided that (i) such successor entity either (x) expressly assumes all
of the obligations of the Trust with respect to the Trust Securities or (y)
substitutes for the Trust Securities other securities having substantially the
same terms as the Trust Securities (herein referred to as the "Successor
Securities") so long as the Successor Securities rank the same as the Trust
Securities rank in priority with respect to Distributions and payments upon
liquidation, redemption and otherwise, (ii) the Corporation expressly appoints a
trustee of such successor entity possessing substantially the same powers

                                       16
<PAGE>

and duties as the Property Trustee as the holder of legal title to the
Subordinated Debentures, (iii) the Trust Preferred Securities or any Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Trust Preferred Securities are then listed, (iv) such
merger, consolidation or replacement does not cause the Trust Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such consolidation,
merger or replacement does not adversely affect the rights, preferences and
privileges of the Holders of the Trust Securities (including any Successor
Securities) in any material respect, (vi) such successor entity has a purpose
substantially identical to that of the Trust, (vii) prior to such consolidation,
merger or replacement, the Corporation and the Property Trustee have received an
Opinion of Counsel experienced in such matters to the effect that (A) such
consolidation, merger or replacement does not adversely affect the rights,
preferences and privileges of the Holders of the Trust Securities (including any
Successor Securities) in any material respect, and (B) following such
consolidation, merger or replacement, neither the Trust nor such successor
entity will be required to register as an investment company under the
Investment Company Act, and (viii) the Corporation 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 Trust Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of Holders of 100% in Liquidation Amount of the Trust
Securities, consolidate, merge with or into, or be replaced by any other entity
or permit any other entity to consolidate, merge with or into, or replace it if
such consolidation, merger or replacement would cause the Trust or the successor
entity to be classified as other than a grantor trust for United States federal
income tax purposes.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

      SECTION 3.01 PAYMENT ACCOUNT.

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

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

                                       17
<PAGE>

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

      SECTION 4.01 DISTRIBUTIONS.

            (a) Distributions on the Trust Securities shall be cumulative and
      accrue from the Issue Date and, except in the event that the Depositor
      exercises its right to extend the interest payment period for the
      Subordinated Debentures pursuant to Section __ of the Supplemental
      Indenture, shall be payable quarterly in arrears on ________, ________,
      ________ and ________ of each year, commencing on __________, ____. If any
      date on which Distributions are otherwise payable on the Trust Securities
      is not a Business Day, then the payment of such Distribution shall be made
      on the next succeeding day which is a Business Day (and without any
      interest or other payment in respect of any such delay) except that, if
      such Business Day is in the next succeeding calendar year, payment of such
      Distribution shall be made on the immediately preceding Business Day, in
      each case, with the same force and effect as if made on such date (each
      such date, a "Distribution Date").

            (b) Distributions payable on the Trust Securities shall be fixed at
      a rate of _____% per annum of the Liquidation Amount of the Trust
      Securities. The amount of Distributions payable for any full quarterly
      period shall be computed on the basis of twelve 30-day months and a
      360-day year. If the interest payment period for the Subordinated
      Debentures is extended pursuant to Section __ of the Supplemental
      Indenture (an "Extension Period"), then the rate per annum at which
      Distributions on the Trust Securities accumulate shall be increased by an
      amount such that the aggregate amount of Distributions that accumulate on
      all Trust Securities during any such Extension Period is equal to the
      aggregate amount of interest (including interest payable on unpaid
      interest at the percentage rate per annum set forth above, compounded
      quarterly, to the extent permitted by applicable law) that accrues during
      any such Extension Period on the Subordinated Debentures. The payment of
      such deferred interest, together with interest thereon, will be
      distributed, if and to the extent funds are legally available therefor, to
      the Holders of the Trust Securities (as they appear on the books and
      records of the Trust on the Record Date next following the termination of
      such Extension Period) as received at the end of any Extension Period. The
      amount of Distributions payable for any period shall include the
      Additional Amounts, if any.

            (c) Distributions on the Trust Securities shall be made and shall be
      deemed payable on each Distribution Date only to the extent that the Trust
      has legally and immediately available funds in the Payment Account for the
      payment of such Distributions.

            (d) Distributions (including Additional Amounts, if any) on the
      Trust Securities on each Distribution Date shall be payable to the Holders
      thereof as they appear on the Security Register for the Trust Securities
      on the relevant record date, which shall be the close of business on the
      fifteenth calendar day prior to the relevant Distribution Date. Each Trust
      Security, upon registration of transfer of or in exchange for

                                       18
<PAGE>

      or in lieu of any other Trust Security, shall carry the rights of
      Distributions accrued (including Additional Amounts, if any) and unpaid,
      and to accrue (including Additional Amounts, if any), which were carried
      by such other Trust Security.

      SECTION 4.02 REDEMPTION.

            (a) On each Redemption Date with respect to the Subordinated
      Debentures, the Trust will be required to redeem a Like Amount of Trust
      Securities at the Redemption Price.

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

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the CUSIP number;

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

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

            (c) The Trust Securities redeemed on each Redemption Date shall be
      redeemed at the Redemption Price with the proceeds from the
      contemporaneous redemption of Subordinated Debentures. Redemptions of the
      Trust Securities shall be made and the Redemption Price shall be deemed
      payable on each Redemption Date only to the extent that the Trust has
      funds legally and immediately 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 Trust Preferred Securities which notice when given shall become
      irrevocable, then, by 2:00 P.M. New York City time, on the Redemption
      Date, subject to Section 4.02(c), the Property Trustee will, so long as
      the Trust Preferred Securities are in book-entry only form, irrevocably
      deposit with the Clearing Agency for the Trust Preferred Securities funds
      sufficient to pay the applicable Redemption Price. If the Trust Preferred
      Securities are not in book-entry only form, the Property Trustee, subject
      to Section 4.02(c), shall irrevocably deposit with the Paying Agent funds
      sufficient to pay the applicable Redemption Price and will give the Paying
      Agent irrevocable instructions to pay the Redemption Price to the Holders
      thereof upon surrender of their Trust 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
      Security Register for the Trust

                                       19
<PAGE>

      Securities on the relevant record dates for the related Distribution
      Dates. If notice of redemption shall have been given and funds deposited
      as required, then immediately prior to the close of business on the date
      of such deposit, all rights of Securityholders holding Trust Securities so
      called for redemption will cease, except the right of such Securityholders
      to receive the Redemption Price, 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 shall be made on the next succeeding
      day which is a Business Day (and without any interest or other payment in
      respect of any such delay) except that, if such Business Day is in the
      next succeeding calendar year, payment of such Redemption Price shall 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 Trust Securities is improperly
      withheld or refused and not paid either by the Trust or by the Depositor
      pursuant to the Trust Guarantee, Distributions on such Trust Securities
      will continue to accrue at the then applicable rate, from such Redemption
      Date originally established by the Trust for such Trust Preferred
      Securities to the date such Redemption Price is actually paid.

            (e) Payment of the Redemption Price on the Trust Securities shall be
      made to the recordholders thereof as they appear on the Security Register
      for the Trust Securities on the relevant record date, which shall be the
      close of business on the fifteenth calendar day prior to the Redemption
      Date.

            (f) 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 3% to the Trust Common
      Securities and 97% to the Trust Preferred Securities, with such
      adjustments that each amount so allocated shall be divisible by $__. The
      particular Trust Preferred Securities to be redeemed shall be selected not
      more than 60 days prior to the Redemption Date by the Property Trustee
      from the Outstanding Trust Preferred Securities not previously called for
      redemption, by such method as the Property Trustee shall deem fair and
      appropriate and which may provide for the selection for redemption of
      portions (equal to $__ or integral multiples thereof of the Liquidation
      Amount of Trust Preferred Securities of a denomination larger than $__);
      provided, however, that before undertaking redemption of the Trust
      Preferred Securities on other than a pro rata basis, the Property Trustee
      shall have received an Opinion of Counsel that the status of the Trust as
      a grantor trust for United States federal income tax purposes would not be
      adversely affected. The Property Trustee shall promptly notify the
      Security Registrar in writing of the Trust Preferred Securities selected
      for redemption and, in the case of any Trust 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 Trust Preferred
      Securities shall relate, in the case of any Trust Preferred Securities
      redeemed or to be redeemed only in part, to the portion of the Liquidation
      Amount of Trust Preferred Securities which has been or is to be redeemed.

            (g) Subject to the foregoing provisions of this Section 4.02 and to
      applicable law (including, without limitation, United States federal
      securities laws), the Corporation

                                       20
<PAGE>

      or its Affiliates may, at any time and from time to time, purchase
      outstanding Trust Preferred Securities by tender, in the open market or by
      private agreement.

      SECTION 4.03 SUBORDINATION OF TRUST COMMON SECURITIES.

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

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

      SECTION 4.04 PAYMENT PROCEDURES. Payments in respect of the Trust
Preferred Securities shall be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register or, if
the Trust Preferred Securities are held by a Clearing Agency, such Distributions
shall be made to the Clearing Agency, which shall credit the relevant Persons'
accounts at such Clearing Agency on the applicable distribution dates. Payments
in respect of the Trust Common Securities shall be made in such manner as shall
be mutually agreed between the Property Trustee and the Holder of the Trust
Common Securities.

      SECTION 4.05 TAX RETURNS AND REPORTS. The Administrative Trustee(s) shall
prepare (or cause to be prepared), at the Depositor's expense, and file all
United States federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust. The Administrative
Trustee(s) shall provide or cause to be provided on a timely basis to each
Holder any Internal Revenue Service form required to be so provided in respect
of the Trust Securities.

                                       21
<PAGE>

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

      SECTION 5.01 INITIAL OWNERSHIP. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.03 and until the issuance of
the Trust Securities, and at any time during which no Trust Securities are
outstanding, the Depositor shall be the sole beneficial owner of the Trust.

      SECTION 5.02 THE TRUST SECURITIES CERTIFICATES. Each of the Trust
Preferred and Trust Common Securities Certificates shall be issued by the
Administrative Trustees in minimum denominations of $__ and integral multiples
in excess thereof. The Trust Securities Certificates shall be executed on behalf
of the Trust by manual or facsimile signature of at least one Administrative
Trustee. Trust Securities Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefits of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Trust Securities Certificates or did not
hold such offices at the date of authentication and delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04.

      SECTION 5.03 AUTHENTICATION OF TRUST SECURITIES CERTIFICATES. On the Issue
Date, the Administrative Trustees shall cause Trust Securities Certificates, in
an aggregate Liquidation Amount as provided in Sections 2.04 and 2.05, to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor signed by its Chairman of the Board, its
President or any Vice President, without further corporate action by the
Depositor, in authorized denominations. No Trust Securities Certificate shall
entitle its Holder to any benefit under this Trust Agreement, or shall be valid
for any purpose, unless there shall appear on such Trust Securities Certificate
a certificate of authentication substantially in the form set forth in Exhibit B
or Exhibit C, as applicable, executed by at least one Administrative Trustee by
manual signature; such authentication shall constitute conclusive evidence that
such Trust Securities Certificate shall have been duly authenticated and
delivered hereunder. All Trust Securities Certificates shall be dated the date
of their authentication.

      SECTION 5.04 REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST PREFERRED
SECURITIES CERTIFICATES. The Security Registrar shall keep or cause to be kept,
at the office or agency maintained pursuant to Section 5.08, a Security Register
in which, subject to such reasonable regulations as it may prescribe, the
Security Registrar shall provide for the registration of Trust Preferred
Securities Certificates and the Trust Common Securities Certificates (subject to
Section 5.10 in the case of the Trust Common Securities Certificates) and
registration of transfers and exchanges of Trust Preferred Securities
Certificates as herein provided. The Property Trustee shall be the initial
Security Registrar.

      Upon surrender for registration of transfer of any Trust Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, the Administrative Trustees shall

                                       22
<PAGE>

execute, authenticate and deliver in the name of the designated transferee or
transferees, one or more new Trust Preferred Securities Certificates in
authorized denominations of a like aggregate Liquidation Amount dated the date
of authentication by the Administrative Trustee or Trustees. The Security
Registrar shall not be required to register the transfer of any Trust Preferred
Securities that have been called for redemption. At the option of a Holder,
Trust Preferred Securities Certificates may be exchanged for other Trust
Preferred Securities Certificates in authorized denominations of the same class
and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.08.

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

      No service charge shall be made for any registration of transfer or
exchange of Trust Preferred Securities Certificates, but the Security Registrar
or the Administrative Trustees 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 Trust Preferred Securities Certificates.

      SECTION 5.05 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Security Registrar, or if the Security Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the Security
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees or any one of them on behalf of the Trust
shall execute and authenticate and make available for delivery, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like class, tenor and
denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section, the Administrative Trustees or the Security
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

      SECTION 5.06 PERSONS DEEMED SECURITYHOLDERS. Prior to due presentation of
a Trust Securities Certificate for registration of transfer, the Trustees or the
Security Registrar shall treat the Person in whose name any Trust Securities
Certificate shall be registered in the Security Register as the owner of such
Trust Securities Certificate for the purpose of receiving Distributions (subject
to Section 4.01(d)) and for all other purposes whatsoever, and neither the
Trustees nor the Security Registrar shall be bound by any notice to the
contrary.

                                       23
<PAGE>

      SECTION 5.07 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES. The
Administrative Trustees shall furnish or cause to be furnished to (i) the
Depositor and the Property Trustee semi-annually, not later than _______ and
_______ in each year and (ii) the Depositor or the Property Trustee, as the case
may be, within 30 days after receipt by any Administrative Trustee of a request
therefor from the Depositor or the Property Trustee, as the case may be, in
writing, a list, in such form as the Depositor or the Property Trustee, as the
case may be, may reasonably require, of the names and addresses of the
Securityholders as of a date not more than 15 days prior to the time such list
is furnished; provided that the Administrative Trustees shall not be obligated
to provide such list at any time such list does not differ from the most recent
list given to the Depositor and the Property Trustee by the Administrative
Trustees or at any time the Property Trustee is the Security Registrar. If three
or more Securityholders or one or more Holders of Trust Securities Certificates
evidencing not less than 25% of the outstanding Liquidation Amount apply in
writing to the Administrative Trustees, and such application states that the
applicants desire to communicate with other Securityholders with respect to
their rights under this Trust Agreement or under the Trust Securities
Certificates and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Administrative Trustees
shall, within five Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of
Securityholders. Each Holder, by receiving and holding a Trust Securities
Certificate, shall be deemed to have agreed not to hold either the Depositor 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 5.08 MAINTENANCE OF OFFICE OR AGENCY. The Administrative Trustees
shall maintain in the Borough of Manhattan, New York, an office or offices or
agency or agencies where Trust Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Administrative Trustees initially designate American Stock
Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038 as the
principal agency for such purposes. The Administrative Trustees shall give
prompt written notice to the Depositor and to the Securityholders of any change
in the location of the Security Register or any such office or agency.

      SECTION 5.09 APPOINTMENT OF PAYING AGENT. The Paying Agent shall make
Distributions and other payments provided hereby to Securityholders from the
Payment Account and shall report the amounts of such Distributions and payments
to the Administrative Trustees and if such Paying Agent shall be other than the
Property Trustee to the Property Trustee. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account for the purpose of
making the Distributions and payments provided hereby. The Administrative
Trustees may revoke such power and remove the Paying Agent if such Trustees
determine in their sole discretion that the Paying Agent shall have failed to
perform its obligations under this Trust Agreement in any material respect. The
Paying Agent shall initially be the Property Trustee, and it may choose any
co-paying agent that is acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees and the
Depositor. In the event that a Paying Agent shall resign or be removed, the
Administrative Trustees shall appoint a successor that is acceptable to the
Depositor to act as Paying Agent (which shall be a bank or

                                       24
<PAGE>

trust company). The Administrative Trustees shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.01, 8.03 and 8.06 shall apply to the Property Trustee also in its
role as Paying Agent, for so long as the Property Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

      SECTION 5.10 OWNERSHIP OF TRUST COMMON SECURITIES BY DEPOSITOR. On the
Issue Date, the Depositor shall acquire, and thereafter retain, beneficial and
record ownership of the Trust Common Securities. Any attempted transfer of the
Trust Common Securities, except for transfers by operation of law or to an
Affiliate of the Depositor or a permitted successor under Section 801 of the
Subordinated Debenture Indenture, shall be void. The Administrative Trustees
shall cause each Trust Common Securities Certificate issued to the Depositor and
its permitted transferees to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN".

      SECTION 5.11 BOOK-ENTRY TRUST PREFERRED SECURITIES CERTIFICATES; TRUST
COMMON SECURITIES CERTIFICATE.

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

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

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

                                       25
<PAGE>

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

                  (iv) the rights of the Owners of the Book-Entry Trust
            Preferred Securities Certificates shall be exercised only through
            the Clearing Agency and shall be limited to those established by
            law, agreements between such Owners and the Clearing Agency and/or
            the Clearing Agency Participants and the applicable rules of the
            Clearing Agency. Unless and until Definitive Trust Preferred
            Securities Certificates are issued pursuant to Section 5.13, the
            Clearing Agency will make book-entry transfers among the Clearing
            Agency Participants and receive and transmit payments on the Trust
            Preferred Securities to such Clearing Agency Participants; and

                  (v) whenever this Trust Agreement requires or permits actions
            to be taken based upon instructions or directions of Holders of
            Trust Preferred Securities Certificates evidencing a specified
            percentage of the aggregate Liquidation Amount, the Clearing Agency
            shall be deemed to represent such percentage only to the extent that
            it has received instructions to such effect from Owners and/or
            Clearing Agency Participants owning or representing, respectively,
            such required percentage of the beneficial interest in the
            applicable class of Trust Preferred Securities Certificates and has
            delivered such instructions to the Trustees.

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

      SECTION 5.12 NOTICES TO CLEARING AGENCY. To the extent a notice or other
communication to the Owners is required under this Trust Agreement, unless and
until Definitive Trust Preferred Securities Certificates shall have been issued
to Owners pursuant to Section 5.13, the Trustees shall give all such notices and
communications specified herein to be given to Owners to the Clearing Agency,
and shall have no obligations to the Owners.

      SECTION 5.13 DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES. If (i)
the Depositor advises the Trustees in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with respect
to the Trust Preferred Securities Certificates, and the Depositor is unable to
locate a qualified successor within 90 days of receipt by the Depositor of such
written advice, or (ii) the Depositor at its option advises the Trustees in
writing that it elects to terminate the book-entry system through the Clearing
Agency, then the Administrative Trustees shall notify the Clearing Agency and
Holders of the Trust Preferred Securities. Upon surrender to the Administrative
Trustees of the typewritten Trust Preferred Securities Certificate or
Certificates representing the Book-Entry Trust Preferred Securities Certificates
by the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees or any one of them shall execute and authenticate the
Definitive Trust Preferred Securities Certificates in accordance with the
instructions of the Clearing Agency. Neither the Security Registrar nor the
Trustees shall be liable for any delay in delivery of such instructions and may
conclusively

                                       26
<PAGE>

rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Trust Preferred Securities Certificates, the Trustees
shall recognize the Holders of the Definitive Trust Preferred Securities
Certificates as Securityholders. The Definitive Trust 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.

      SECTION 5.14 RIGHTS OF SECURITYHOLDERS. The legal title to the Trust
Property is vested exclusively in the Property Trustee (in its capacity as such)
in accordance with Section 2.09, and the Securityholders shall not have any
right or title therein other than the undivided beneficial ownership interest in
the assets of the Trust conferred by their Trust Securities, and they shall have
no right to call for any partition or division of property, profits or rights of
the Trust except as described below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this Trust
Agreement. The Trust Securities shall have no preemptive or other similar rights
and when issued and delivered to Securityholders against payment of the purchase
price therefor will be fully paid and nonassessable by the Trust. Except as
otherwise provided in the Expense Agreement and Section 10.01 hereof with
respect to the Depositor, the Holders of the Trust Securities shall be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

      SECTION 6.01 LIMITATIONS ON VOTING RIGHTS.

            (a) Except as provided in this Section, in Section 8.10 or Section
      10.03 of this Trust Agreement, in the Subordinated Debenture Indenture,
      and as otherwise required by law, no Holder of Trust Preferred Securities
      shall have any right to vote or in any manner otherwise control the
      administration, operation and management of the Trust or the obligations
      of the parties hereto, nor shall anything herein set forth, or contained
      in the terms of the Trust Securities Certificates, be construed so as to
      constitute the Securityholders from time to time as joint venturers,
      partners or members of an association.

            (b) So long as any Subordinated Debentures are held by the Property
      Trustee, the Trustees shall not (i) direct the time, method and place of
      conducting any proceeding for any remedy available to the Indenture
      Trustee, or executing any trust or power conferred on the Indenture
      Trustee with respect to such Subordinated Debentures, (ii) consent to
      waive any past default which is waivable under Section 513 of the
      Subordinated Debenture Indenture, (iii) exercise any right to rescind or
      annul a declaration that the principal of all the Subordinated Debentures
      shall be due and payable or (iv) consent to any amendment, modification or
      termination of the Subordinated Debenture Indenture or the Subordinated
      Debentures, where such consent shall be required, or to any other action,
      as holder of the Subordinated Debentures, under the Subordinated Debenture
      Indenture, without, in each case, obtaining the prior approval of

                                       27
<PAGE>

      the Holders of at least a majority in Liquidation Amount of the
      Outstanding Trust Preferred Securities; provided, however, that where a
      consent under the Subordinated Debenture Indenture would require the
      consent of each holder of Subordinated Debentures affected thereby, no
      such consent shall be given by the Trustees without the prior written
      consent of each Holder of Trust Preferred Securities. The Trustees shall
      not revoke any action previously authorized or approved by a vote of the
      Holders of Trust Preferred Securities, except pursuant to a subsequent
      vote of the Holders of Trust Preferred Securities. The Property Trustee
      shall notify all Holders of the Trust Preferred Securities of any notice
      of default received from the Indenture Trustee with respect to the
      Subordinated Debentures.

            (c) If any proposed amendment to the Trust Agreement provides for,
      or the Trustees otherwise propose to effect, (i) any action that would
      adversely affect the powers, preferences or special rights of the Trust
      Preferred Securities, whether by way of amendment to this Trust Agreement
      or otherwise, or (ii) the dissolution, winding-up or termination of the
      Trust, other than pursuant to the terms of this Trust Agreement, then the
      Holders of Outstanding Trust Preferred Securities as a class will be
      entitled to vote on such amendment or proposal and such amendment or
      proposal shall not be effective except with the approval of the Holders of
      at least a majority in Liquidation Amount of the Outstanding Trust
      Preferred Securities.

            (d) Notwithstanding that holders of Trust Preferred Securities are
      entitled to vote under the circumstances described in Section 6.01(b) and
      6.01(c), any of the Trust Preferred Securities that are owned (whether of
      record or beneficially) by the Corporation, the Administrative Trustees or
      any Affiliate of the Corporation or any Administrative Trustee shall, for
      purposes of such vote, be treated as if they were not outstanding.

      SECTION 6.02 NOTICE OF MEETINGS. Notice of all meetings of the Trust
Preferred Securityholders, stating the time, place and purpose of the meeting,
shall be given by the Administrative Trustees pursuant to Section 10.08 to each
Trust Preferred Securityholder of record, at his registered address, at least 15
days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice. Any and all notice to which any Trust Preferred
Securityholder hereunder may be entitled and any and all communications shall be
deemed duly served or given if mailed, postage prepaid, addressed to any Trust
Preferred Securityholders of record at his last known address as recorded on the
Security Register.

      SECTION 6.03 MEETINGS OF TRUST PREFERRED SECURITYHOLDERS. No annual
meeting of Securityholders is required to be held. The Administrative Trustees,
however, shall call a meeting of Securityholders to vote on any matter upon the
written request of the Trust Preferred Securityholders of record of 25% of the
Trust Preferred Securities (based upon their Liquidation Amount) and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of Trust Preferred Securityholders to vote on any
matters as to which Trust Preferred Securityholders are entitled to vote.

                                       28
<PAGE>

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

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

      SECTION 6.04 VOTING RIGHTS. Securityholders shall be entitled to one vote
for each $__ of Liquidation Amount represented by their Trust Securities in
respect of any matter as to which such Securityholders are entitled to vote.

      SECTION 6.05 PROXIES, ETC. At any meeting of Securityholders, any
Securityholder entitled to vote may vote by proxy, provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the
Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which
such vote shall be taken. Pursuant to a resolution of the Property Trustee,
proxies may be solicited in the name of the Property Trustee or one or more
officers of the Property Trustee. Only Securityholders of record shall be
entitled to vote. When Trust Securities are held jointly by several Persons, any
one of them may vote at any meeting in person or by proxy in respect of such
Trust Securities, but if more than one of them shall be present at such meeting
in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Trust Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

      SECTION 6.06 SECURITYHOLDER ACTION BY WRITTEN CONSENT. Any action which
may be taken by Securityholders at a meeting may be taken without a meeting if
Securityholders holding at least a majority of all outstanding Trust Securities
entitled to vote in respect of such action (or such other proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing (based upon their Liquidation Amount).

      SECTION 6.07 RECORD DATE FOR VOTING AND OTHER PURPOSES. For the purposes
of determining the Securityholders who are entitled to notice of and to vote at
any meeting or by written consent, or to participate in any Distribution on the
Trust Securities in respect of which a record date is not otherwise provided for
in this Trust Agreement, or for the purpose of any other action, the
Administrative Trustees may from time to time fix a date, not more than 90 days
prior to the date of any meeting of Securityholders or the payment of
distribution or other action, as the case may be, as a record date for the
determination of the identity of the Securityholders of record for such
purposes.

      SECTION 6.08 ACTS OF SECURITYHOLDERS. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Trust Agreement to be

                                       29
<PAGE>

given, made or taken by Securityholders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such
Securityholders in person or by an agent appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to the Administrative Trustees.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.01) conclusive in
favor of the Trustees, if made in the manner provided in this Section.

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

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

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

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

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

      SECTION 6.09 INSPECTION OF RECORDS. Upon reasonable notice to the
Trustees, the records of the Trust shall be open to inspection by
Securityholders during normal business hours for any purpose reasonably related
to such Securityholder's interest as a Securityholder.

                                       30
<PAGE>

                                   ARTICLE VII

                 REPRESENTATIONS AND WARRANTIES OF THE PROPERTY
                    TRUSTEE, DELAWARE TRUSTEE AND DEPOSITOR

      SECTION 7.01 REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE. The
Trust Company in its separate corporate capacity and as the Property Trustee, on
behalf of and as to itself, hereby represents and warrants for the benefit of
the Depositor and the Securityholders that:

            (a) the Trust Company is a corporation or trust company duly
      organized, validly existing and in good standing under the laws of the
      State of New York;

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

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

            (d) the execution, delivery and performance of this Trust Agreement
      and the consummation of the transactions contemplated thereby by the Trust
      Company in its capacity as the Property Trustee of this Trust Agreement
      have been duly authorized by all necessary corporate action on the part of
      the Trust Company in its separate corporate capacity and as Property
      Trustee and do not require any approval of stockholders of the Trust
      Company and such execution, delivery and performance will not (i) violate
      the Trust Company's charter or by-laws, or (ii) violate any law,
      governmental rule or regulation of the United States or the State of New
      York governing the banking, trust, or corporate powers (as appropriate in
      context) of the Trust Company in its separate corporate capacity and in
      its capacity as the Property Trustee or any indenture, mortgage, bank
      credit agreement, note or bond purchase agreement, long-term lease,
      license or other agreement or any order, judgment or decree applicable to
      the Trust Company or the Property Trustee;

            (e) neither the authorization, execution, delivery or performance by
      the Trust Company or the Property Trustee of this Trust Agreement, nor the
      consummation of any of the transactions by the Trust Company or the
      Property Trustee contemplated herein or therein, nor the issuance of the
      Trust Securities Certificates pursuant to this Trust Agreement require the
      consent or approval of, the withholding of objection on the part of, the
      giving of notice to, the filing, the registration, or the qualification
      with or the taking of any other action with respect to any governmental
      authority or agency under any

                                       31
<PAGE>

      existing federal or New York law governing the trust or corporate powers
      of the Property Trustee; and

            (f) there are no proceedings pending or threatened against the Trust
      Company or the Property Trustee in any court or before any governmental
      authority, agency or arbitration board or tribunal which, individually or
      in the aggregate, would have a material adverse effect on the right, power
      and authority of the Trust Company or the Property Trustee to enter into
      or perform its obligations under this Trust Agreement.

      SECTION 7.02 REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE. The
Delaware Corporation in its separate corporate capacity and as the Delaware
Trustee, on behalf of and as to itself, hereby represents and warrants for the
benefit of the Depositor and the Securityholders that:

            (a) the Delaware Corporation is a corporation duly organized,
      validly existing and in good standing under the laws of the State of
      Delaware;

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

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

            (d) the execution, delivery and performance of this Trust Agreement
      and the consummation of the transactions contemplated thereby by the
      Delaware Corporation in its capacity as Delaware Trustee of this Trust
      Agreement have been duly authorized by all necessary corporate action on
      the part of the Delaware Corporation in its separate corporate capacity
      and as the Delaware Trustee and do not require any approval of
      stockholders of the Delaware Corporation and such execution, delivery and
      performance will not (i) violate the Delaware Corporation's charter or
      by-laws, or (ii) violate any law, governmental rule or regulation of the
      United States or the State of Delaware governing the trust or corporate
      powers the Delaware Corporation in its capacity as the Delaware Trustee or
      in its separate corporate capacity, or any indenture, mortgage, bank
      credit agreement, note or bond purchase agreement, long-term lease,
      license or other agreement or any order, judgment or decree applicable to
      the Delaware Corporation or the Delaware Trustee;

            (e) neither the authorization, execution, delivery or performance by
      the Delaware Corporation or the Delaware Trustee of this Trust Agreement,
      nor the consummation of any of the transactions by the Delaware
      Corporation or the Delaware

                                       32
<PAGE>

      Trustee contemplated herein or therein, nor the issuance of the Trust
      Securities Certificates pursuant to this Trust Agreement require the
      consent or approval of, the withholding of objection on the part of, the
      giving of notice to, the filing, the registration, or the qualification
      with or the taking of any other action with respect to any governmental
      authority or agency under any existing federal or Delaware law governing
      the trust or corporate powers of the Delaware Trustee; and

            (f) There are no proceedings pending or threatened against the
      Delaware Corporation or the Delaware Trustee in any court or before any
      governmental authority, agency or arbitration board or tribunal which,
      individually or in the aggregate, would have a material adverse effect on
      the right, power and authority of the Delaware Corporation or the Delaware
      Trustee to enter into or perform its obligations under this Trust
      Agreement.

      SECTION 7.03 REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

            (a) the Trust Securities Certificates issued at the Closing Date on
      behalf of the Trust have been duly authorized and will have been, duly and
      validly executed, issued and delivered by the Trustees pursuant to the
      terms and provisions of, and in accordance with the requirements of, this
      Trust Agreement and the Securityholders will be, as of such date, entitled
      to the benefits of this Trust Agreement; and

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

                                  ARTICLE VIII

                                  THE TRUSTEES

      SECTION 8.01 CERTAIN DUTIES AND RESPONSIBILITIES.

            (a) The rights, duties and responsibilities of the Trustees shall be
      as provided by this Trust Agreement and the Delaware Statutory Trust Act
      and, in the case of the Property Trustee, the Trust Indenture Act.
      Notwithstanding the foregoing, no provision of this Trust Agreement shall
      require the Trustees to expend or risk their own funds or otherwise incur
      any financial liability in the performance of any of their duties
      hereunder, or in the exercise of any of their rights or powers, if 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 them. Whether or not therein expressly so provided, every
      provision of this Trust Agreement relating to the conduct or affecting the
      liability of or affording protection to the Trustees shall be subject to
      the provisions of this Section.

                                       33
<PAGE>

            (b) All payments made by the Property Trustee in respect of the
      Trust Securities shall be made only from the income and proceeds from the
      Trust Property and only to the extent that there shall be sufficient
      income or proceeds from the Trust Property to enable the Property Trustee
      to make payments in accordance with the terms hereof. Each Securityholder,
      by its acceptance of a Trust Security, agrees that it will look solely to
      the income and proceeds from the Trust Property to the extent available
      for distribution to it as herein provided and that the Trustees are not
      personally liable to such Holder for any amount distributable in respect
      of any Trust Security or for any other liability in respect of any Trust
      Security. This Section 8.01(b) does not limit the liability of the
      Trustees expressly set forth elsewhere in this Trust Agreement or, in the
      case of the Property Trustee, in the Trust Indenture Act.

      SECTION 8.02 NOTICE OF DEFAULTS. Within 90 days after the occurrence of
any default known to the Property Trustee, the Property Trustee shall transmit,
in the manner and to the extent provided in Section 10.08, notice of any such
default to the Securityholders, the Administrative Trustees and the Depositor,
unless such default shall have been cured or waived. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.

      SECTION 8.03 CERTAIN RIGHTS OF PROPERTY TRUSTEE. Subject to the provisions
of Section 8.01 and except as provided by law:

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

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

                                       34
<PAGE>

            interests of the Securityholders, in which event the Property
            Trustee shall have no liability except for its own bad faith
            negligence or willful misconduct;

                  (iii) the Property Trustee may consult with counsel of its
            selection and the written advice of such counsel or any Opinion of
            Counsel shall be full and complete authorization and protection in
            respect of any action taken, suffered or omitted by it hereunder in
            good faith and in reliance thereon;

                  (iv) the Property Trustee shall be under no obligation to
            exercise any of the rights or powers vested in it by this Trust
            Agreement at the request or direction of any of the Securityholders
            pursuant to this Trust Agreement, unless such Securityholders shall
            have offered to the Property Trustee reasonable security or
            indemnity against the costs, expenses and liabilities which might be
            incurred by it in compliance with such request or direction;

                  (v) 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 or other document, unless
            requested in writing to do so by one or more Securityholders; and

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

      SECTION 8.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Depositor, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Trust of the proceeds of the Trust Securities in
accordance with Sections 2.04 and 2.05.

      The Property Trustee may conclusively assume that any funds held by it
hereunder are legally available unless an officer of the Property Trustee
assigned to its Corporate Trustee administrative department shall have received
written notice from the Corporation, any Holder or any other Trustee that such
funds are not legally available.

      SECTION 8.05 TRUSTEE MAY HOLD SECURITIES. Except as provided in the
definition of the term "Outstanding" in Article I, any Trustee or any other
agent of the Trustees or the Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

      SECTION 8.06 COMPENSATION; FEES; INDEMNITY.

      The Depositor agrees:

                                       35

<PAGE>

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

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

            (3) to indemnify the Trustees for, and to hold the Trustees harmless
      against, any and all loss, damage, claims, liability or expense incurred
      without negligence, willful misconduct or bad faith on their part, arising
      out of or in connection with the acceptance or administration of this
      Trust Agreement, including the costs and expenses of defending themselves
      against any claim or liability in connection with the exercise or
      performance of any of its powers or duties hereunder.

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

      SECTION 8.07 TRUSTEES REQUIRED; ELIGIBILITY.

            (a) There shall at all times be a Property Trustee hereunder with
      respect to the Trust Securities. The Property Trustee shall be a
      corporation organized and doing business under the laws of the United
      States of America or any State or Territory thereof or of the District of
      Columbia, or a corporation or Person permitted by the Securities and
      Exchange Commission to act as an institutional trustee under the Trust
      Indenture Act, authorized under such laws to exercise corporate trust
      powers, having a combined capital and surplus of at least $10,000,000, and
      subject to supervision or examination by Federal, State, Territorial or
      District of Columbia authority. 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
      the combined capital and surplus of such Person shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of
      condition so published. If at any time the Property Trustee with respect
      to the Trust Securities shall cease to be eligible in accordance with the
      provisions of this Section, it shall resign immediately in the manner and
      with the effect hereinafter specified in this Article.

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

            (c) There shall at all times be a Delaware Trustee. The Delaware
      Trustee shall either be (i) a natural person who is at least 21 years of
      age and a resident of the

                                       36
<PAGE>

      State of Delaware or (ii) a legal entity with its principal place of
      business in the State of Delaware that shall act through one or more
      persons authorized to bind such entity.

      SECTION 8.08 CONFLICTING INTERESTS.

      If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement. To the extent permitted by the Trust Indenture Act, the Property
Trustee shall not be deemed to have a conflicting interest by virtue of being
trustee under the Trust Guarantee. Subject to the foregoing, the Depositor and
any Trustee may engage in or possess an interest in other business ventures of
any nature or description, independently or with others, similar or dissimilar
to the business of the Trust, and the Trust and the Securityholders shall have
no rights by virtue of this Trust Agreement in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the business of the Trust, shall not be deemed wrongful
or improper. Neither the Depositor, nor any Trustee, shall be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, (individually or as a partner or fiduciary) or to recommend to others
any such particular investment or other opportunity. Any Trustee may engage or
be interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

      SECTION 8.09 CO-PROPERTY 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 Holder of the Trust Common Securities
and the Property Trustee shall have power to appoint, and upon the written
request of the Property Trustee, the Depositor shall for such purpose join with
the Property Trustee 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-property trustee, jointly
with the Property Trustee, of all or any part of such Trust Property, or to act
as separate trustee of any such Trust 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 Agreement. If
the Depositor does not join in such appointment within 15 days after the receipt
by it of a request so to do, or in case an Debenture Indenture Event of Default
has occurred and is continuing, the Property Trustee alone shall have power to
make such appointment. Any co-property trustee or separate trustee appointed
pursuant to this Section shall satisfy the requirements of Section 8.07.

      Should any written instrument from the Depositor be required by any
co-property trustee or separate trustee so appointed for more fully confirming
to such co-property 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.

                                       37
<PAGE>

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

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

            (ii) 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-property trustee or separate trustee jointly, as shall be provided in
      the instrument appointing such co-property 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-property trustee or separate trustee.

            (iii) 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-property trustee or separate trustee
      appointed under this Section, and, in case an Debenture 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-property
      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-property trustee or separate
      trustee so resigned or removed may be appointed in the manner provided in
      this Section.

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

            (v) The Trustees shall not be liable by reason of any act of a
      co-property trustee or separate trustee.

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

      SECTION 8.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

                                       38
<PAGE>

      Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Trustee required by Section 8.11 shall
not have been delivered to the Relevant Trustee within 30 days after the giving
of such notice of resignation, the resigning Relevant Trustee may petition, at
the expense of the Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

      Unless an Debenture Indenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Holder of the
Trust Common Securities. If a Debenture 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 a majority in
Liquidation Amount of the Trust Preferred Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by the Holder of the Trust Common
Securities at any time. In no event will the Holders of the Trust Preferred
Securities have a right to vote to appoint, remove or replace the Administrative
Trustees.

      If any Trustee shall resign, be removed or become incapable of continuing
to act as Trustee, or if a vacancy shall occur in the office of any Trustee for
any reason, at a time when no Debenture Indenture Event of Default shall have
occurred and be continuing, the Holder of the Trust Common Securities, by its
Act of the Holders of the Trust Common Securities, shall promptly appoint a
successor Trustee or successor Trustees, and each retiring Trustee shall comply
with the applicable requirements of Section 8.11. If the Property Trustee or the
Delaware Trustee shall resign, be removed or become incapable of continuing to
act as the Property Trustee or the Delaware Trustee, as the case may be, or a
vacancy shall occur in the office of any such Trustee for any reason, at a time
when an Debenture Indenture Event of Default shall have occurred and be
continuing, the Holders of Trust Preferred Securities, by Act of the Holders of
a majority in Liquidation Amount of the Trust Preferred Securities then
Outstanding, shall promptly appoint a successor Relevant Trustee or Relevant
Trustees and such successor Relevant Trustee or Relevant Trustees 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, or a vacancy shall occur in the office of any such Trustee for any
reason, at a time when a Debenture Indenture Event of Default shall have
occurred and be continuing, the Holder of the Trust Common Securities, by Act of
the Holder of the Trust Common Securities, shall promptly appoint a successor
Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Administrative Trustees shall comply with the
applicable requirements of Section 8.11. If no successor Relevant Trustee shall
have been so appointed in accordance with this Section 8.10 and accepted
appointment in the manner required by Section 8.11, any Holder who has been a
Holder of Trust Securities for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Relevant Trustee.

      The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all Holders
in the manner provided in Section 10.08 and shall give notice to the Depositor.
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.

                                       39
<PAGE>

      Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (i) the act of the remaining Administrative Trustee or (ii)
otherwise by the Depositor (with the successor in each case being a Person who
satisfies the eligibility requirements for an Administrative Trustee or a
Delaware Trustee, as the case may be, set forth in Section 8.07).

      SECTION 8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the
appointment hereunder of a successor Relevant Trustee, every such successor
Relevant Trustee so appointed shall execute, acknowledge and deliver to the
Trust and to the retiring Relevant Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Relevant
Trustee shall become effective and 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 the request
of the Depositor or the successor Relevant Trustee, such retiring Relevant
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Relevant Trustee all the rights, powers and
trusts of the retiring Relevant Trustee and shall duly assign, transfer and
deliver to such successor Relevant Trustee all property and money held by such
retiring Relevant Trustee hereunder.

      Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the 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, Delaware Trustee or any
Administrative Trustee which 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 such Person shall be otherwise qualified and eligible,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

      SECTION 8.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.

      If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Subordinated Debentures or
the Trust Securities), the Property Trustee shall be subject to the provisions
of the Trust Indenture Act regarding the collection of claims against the
Depositor or Trust (or any such other obligor). For purposes of Section
311(b)(4) and (6) of the Trust Indenture Act:

            (a) "cash transaction" means any transaction in which full payment
      for goods or securities sold is made within seven days after delivery of
      the goods or securities in

                                       40
<PAGE>

      currency or in checks or other orders drawn upon banks or bankers and
      payable upon demand; and

            (b) "self-liquidating paper" means any draft, bill of exchange,
      acceptance or obligation which is made, drawn, negotiated or incurred by
      the Depositor or the Trust (or any such obligor) for the purpose of
      financing the purchase, processing, manufacturing, shipment, storage or
      sale of goods, wares or merchandise and which is secured by documents
      evidencing title to, possession of, or a lien upon, the goods, wares or
      merchandise or the receivables or proceeds arising from the sale of the
      goods, wares or merchandise previously constituting the security, provided
      the security is received by the Property Trustee simultaneously with the
      creation of the creditor relationship with the Depositor or the Trust (or
      any such obligor) arising from the making, drawing, negotiating or
      incurring of the draft, bill of exchange, acceptance or obligation.

      SECTION 8.14 REPORTS BY PROPERTY TRUSTEE.

            (a) Within 60 days after May 15 of each year commencing with
      _________, if required by Section 313(a) of the Trust Indenture Act, the
      Property Trustee shall transmit a brief report dated as of such May 15
      with respect to any of the events specified in such Section 313(a) that
      may have occurred since the later of the date of this Trust Agreement or
      the preceding May 15.

            (b) The Property Trustee shall transmit to Securityholders the
      reports required by Section 313(b) of the Trust Indenture Act at the times
      specified therein.

            (c) Reports pursuant to this Section shall be transmitted in the
      manner and to the Persons required by Sections 313(c) and (d) of the Trust
      Indenture Act.

      SECTION 8.15 REPORTS TO THE PROPERTY TRUSTEE. The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee, any securities exchange upon which the Trust Securities may be listed
and the Commission such documents, reports and information as required by
Section 314 of the Trust Indenture Act (if any) and, within 120 days after the
end of each fiscal year of the Depositor, the compliance certificate required by
Section 314(a)(4) of the Trust Indenture Act in the form and in the manner
required by Section 314 of the Trust Indenture Act.

      SECTION 8.16 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Each of the
Depositor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement 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 pursuant to Section 314(c)(1) of the
Trust Indenture Act shall comply with Section 314(e) of the Trust Indenture Act.

      SECTION 8.17 NUMBER OF TRUSTEES.

            (a) The number of Trustees shall initially be four, provided that
      the Depositor by written instrument may increase the number of
      Administrative Trustees or decrease the number to one but not to zero.

                                       41
<PAGE>

            (b) If a Trustee ceases to hold office for any reason and the number
      of Administrative Trustees is not reduced pursuant to Section 8.17(a), or
      if the number of Trustees is increased pursuant to Section 8.17(a), a
      vacancy shall occur. The vacancy shall be filled with a Trustee appointed
      in accordance with Section 8.10.

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

      SECTION 8.18 DELEGATION OF POWER.

            (a) Any Administrative Trustee, may, by power of attorney consistent
      with applicable law, delegate to any other natural person over the age of
      21 his or her power for the purpose of executing any documents
      contemplated in Section 2.07(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 the doing of such things and the
      execution of such instruments either in the name of the Trust or the names
      of the Administrative Trustees or otherwise as the Administrative Trustees
      may deem expedient, to the extent such delegation is not prohibited by
      applicable law or contrary to the provisions of the Trust, as set forth
      herein.

      SECTION 8.19 ENFORCEMENT OF RIGHTS OF PROPERTY TRUSTEE BY SECURITYHOLDERS.

      If a Debenture Indenture Event of Default occurs and is continuing, then
(i) the Holders of Trust Preferred Securities will rely on the enforcement by
the Property Trustee of its rights against the Corporation as the holder of the
Subordinated Debentures and (ii) the Holders of a majority in aggregate
Liquidation Amount of the Trust Preferred Securities will have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the Property Trustee or to direct the exercise of any trust or
power conferred upon the Property Trustee under this Trust Agreement, including
the right to direct the Property Trustee to exercise the remedies available to
it as a holder of the Subordinated Debentures, provided that such direction
shall not be in conflict with any rule of law or with this Trust Agreement, and
could not involve the Property Trustee in personal liability in circumstances
where reasonable indemnity would not be adequate. If the Property Trustee fails
to enforce its rights under the Subordinated Debentures, a Holder of Trust
Preferred Securities may, to the extent permitted by applicable law, institute a
legal proceeding against the Corporation to enforce its rights under this Trust
Agreement without first instituting any legal proceeding against the Property
Trustee or any other Person, including the Trust; it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatsoever by virtue of, or by availing of, any

                                       42
<PAGE>

provision of this Trust Agreement to affect, disturb or prejudice the rights of
any other of such Holders or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Trust Agreement, except in the manner herein provided and for the equal and
ratable benefit of all such Holders. Notwithstanding the foregoing, a Holder of
Trust Preferred Securities may institute a legal proceeding directly against the
Corporation without first instituting a legal proceeding against or requesting
or directing that action be taken by the Property Trustee or any other Person,
for enforcement of payment to such Holder of principal of or interest on the
Subordinated Debentures having a principal amount equal to the aggregate stated
Liquidation Amount of the Trust Preferred Securities of such Holder on or after
the due dates therefor specified or provided for in the Subordinated Debentures.
The Corporation shall be subrogated to all rights of the Holders of Trust
Preferred Securities in respect of any amounts paid to such Holders by the
Corporation pursuant to this Section.

                                   ARTICLE IX

                           TERMINATION AND LIQUIDATION

      SECTION 9.01 TERMINATION UPON EXPIRATION DATE. The Trust shall
automatically terminate on ________________ (the "Expiration Date") or earlier
pursuant to Section 9.02 or 9.03.

      SECTION 9.02 EARLY TERMINATION. Upon the first to occur of any of the
following events (such first occurrence, an "Early Termination Event"), the
Trust shall be dissolved and terminated in accordance with the terms hereof:

                  (i) the occurrence of a Bankruptcy Event in respect of the
            Depositor, dissolution or liquidation of the Depositor (other than
            in connection with a transaction permitted by Section 801 of the
            Subordinated Debenture Indenture), or the dissolution of the Trust
            pursuant to judicial decree;

                  (ii) the delivery of written direction to the Property Trustee
            by the Depositor at any time (which direction is optional and wholly
            within the discretion of the Depositor) to terminate the Trust and
            distribute the Subordinated Debentures to Securityholders as
            provided in Section 9.04; and

                  (iii) the payment at maturity or redemption of all of the
            Subordinated Debentures, and the consequent payment of the Trust
            Securities.

      SECTION 9.03 TERMINATION. The respective obligations and responsibilities
of the Trust and the Trustees created hereby shall terminate upon the latest to
occur of the following: (a) the distribution by the Property Trustee to
Securityholders upon the liquidation of the Trust pursuant to Section 9.04, or
upon the redemption of all of the Trust Securities pursuant to Section 4.02, of
all amounts or instruments required to be distributed hereunder upon the final
payment of the Trust Securities; (b) the payment of any expenses owed by the
Trust; or (c) the discharge of all administrative duties of the Administrative
Trustees, including the performance of any tax reporting obligations with
respect to the Trust or the Securityholders.

      SECTION 9.04 LIQUIDATION.

                                       43
<PAGE>

            (a) If any Early Termination Event specified in clause (ii) of
      Section 9.02 occurs, the Trust shall be liquidated and the Property
      Trustee shall distribute the Subordinated Debentures to the
      Securityholders as provided in this Section 9.04.

            (b) In connection with a distribution of the Subordinated
      Debentures, each Holder of Trust Securities shall be entitled to receive
      after the satisfaction of liabilities to creditors of the Trust (as
      evidenced by a certificate of the Administrative Trustees), a Like Amount
      of Subordinated Debentures. Notice of liquidation shall be given by the
      Trustees by first-class mail, postage prepaid, mailed not later than 30
      nor more than 60 days prior to the Liquidation Date to each Holder of
      Trust Securities at such Holder's address appearing in the Security
      Register. All notices of liquidation shall:

                  (i) state the Liquidation Date;

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

                  (iii) provide such information with respect to the mechanics
            by which Holders may exchange Trust Securities Certificates for
            Subordinated Debentures as the Administrative Trustees or the
            Property Trustee shall deem appropriate.

            (c) In order to effect the liquidation of the Trust and distribution
      of the Subordinated Debentures to Securityholders, the Property Trustee
      shall establish a record date for such distribution (which shall be not
      more than 45 days prior to the Liquidation Date) and, either itself acting
      as exchange agent or through the appointment of a separate exchange agent,
      shall establish such procedures as it shall deem appropriate to effect the
      distribution of Subordinated Debentures in exchange for the Outstanding
      Trust Securities Certificates.

            (d) After the Liquidation Date, (i) the Trust Securities will no
      longer be deemed to be Outstanding, (ii) certificates representing a Like
      Amount of Subordinated Debentures will be issued to Holders of Trust
      Securities Certificates, upon surrender of such certificates to the
      Administrative Trustees or their agent for exchange, (iii) any Trust
      Securities Certificates not so surrendered for exchange will be deemed to
      represent a Like Amount of Subordinated Debentures, accruing interest at
      the rate provided for in the Subordinated Debentures from the last
      Distribution Date on which a Distribution was made on such Trust
      Certificates until such certificates are so surrendered (and until such
      certificates are so surrendered, no payments of interest or principal will
      be made to Holders of Trust Securities Certificates with respect to such
      Subordinated Debentures) and (iv) all rights of Securityholders holding
      Trust Securities will cease, except the right of such Securityholders to
      receive Subordinated Debentures upon surrender of Trust Securities
      Certificates.

            (e) The Depositor will use its best efforts to have the Subordinated
      Debentures that are distributed in exchange for the Trust Preferred
      Securities listed on

                                       44
<PAGE>

      such securities exchange as the Trust Preferred Securities are then
      listed. The Depositor may elect to have the Subordinated Debentures issued
      in book-entry form to the Clearing Agency or its nominee.

      SECTION 9.05 BANKRUPTCY. If an Early Termination Event specified in clause
(i) of Section 9.02 has occurred, the Trust shall be liquidated. The Property
Trustee shall distribute the Subordinated Debentures to the Securityholders as
provided in Section 9.04, unless such distribution is determined by the
Administrative Trustees not to be practical, in which event the Holders will be
entitled to receive out of the assets of the Trust available for distribution to
Securityholders, after satisfaction of liabilities to creditors, an amount equal
to the Liquidation Amount per Trust Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding sentence, the
amounts payable by the Trust on the Trust Securities shall be paid on a pro rata
basis (based upon Liquidation Amounts). The Holder of the Trust Common
Securities will be entitled to receive Liquidation Distributions upon any such
dissolution, winding-up or termination pro rata (determined as aforesaid) with
Holders of Trust Preferred Securities, except that, if an Debenture Indenture
Event of Default has occurred and is continuing, the Trust Preferred Securities
shall have a priority over the Trust Common Securities pursuant to Section 4.03.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      SECTION 10.01 RESERVED. Subject to the terms and conditions hereof, the
Depositor irrevocably and unconditionally guarantees to each person or entity to
whom the Trust is now or hereafter becomes indebted or liable (the
"Beneficiaries") the full payment, when and as due, of any and all Obligations
(as hereinafter defined) to such Beneficiaries. As used herein, "Obligations"
means any indebtedness, expenses or liabilities of the Trust, other than
obligations of the Trust to pay to Holders of any Trust Securities or other
similar interests in the Trust the amounts due such Holders pursuant to the
terms of the Trust Preferred Securities or such other similar interests, as the
case may be. Such guarantee is intended to be for the benefit of, and to be
enforceable by, all such Beneficiaries, whether or not such Beneficiaries have
received notice hereof.

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

      SECTION 10.03 AMENDMENT.

                                       45
<PAGE>

            (a) This Trust Agreement may be amended from time to time by the
      Administrative Trustees and the Depositor, without the consent of any
      Securityholders and, except as provided in subsection (e) below, without
      the consent of the Property Trustee or the Delaware Trustee, (i) to cure
      any ambiguity, correct or supplement any provision herein which may be
      inconsistent with any other provision herein, or to make any other
      provisions with respect to matters or questions arising under this Trust
      Agreement, which shall not be inconsistent with the other provisions of
      this Trust Agreement, provided, however, that any such amendment shall not
      adversely affect in any material respect the interests of any
      Securityholder, (ii) to modify, eliminate or add to any provisions of this
      Trust Agreement to such extent as shall be necessary to ensure that the
      Trust will not be classified as other than a grantor trust for United
      States federal income tax purposes at any time that any Trust Securities
      are outstanding; provided, however, that, in the case of clause (i), any
      amendments of this Trust Agreement shall become effective when notice
      thereof is given to the Securityholders or (iii) to provide the Property
      Trustee with the authority to execute on behalf of the Administrative
      Trustees Definitive Trust Preferred Securities Certificates.

            (b) Except as provided in Section 10.03(c) hereof, any provision in
      this Trust Agreement may be amended by the Trust or the Trustees with (i)
      the consent of Securityholders representing not less than a majority
      (based upon Liquidation Amounts) of the Trust Securities then Outstanding
      and (ii) receipt by the Trustees of an Opinion of Counsel to the effect
      that such amendment or the exercise of any power granted to the Trustees
      in accordance with such amendment will not affect the Trust's status as a
      grantor trust for United States federal income tax purposes or the Trust's
      exemption from status of an "investment company" under the Investment
      Company Act.

            (c) In addition to and notwithstanding any other provision in this
      Trust Agreement, without the consent of each affected Securityholder (such
      consent being obtained in accordance with Section 6.03 or 6.06 hereof),
      this Trust Agreement may not be amended to (i) change the amount or timing
      of any Distribution (or payment upon redemption) on the Trust Securities
      or otherwise adversely affect the amount of any Distribution (or payment
      upon redemption) required to be made in respect of the Trust Securities as
      of a specified date, (ii) restrict the right of a Securityholder to
      institute suit for the enforcement of any such payment on or after such
      date, (iii) change the purpose of the Trust, (iv) authorize the issuance
      of any additional beneficial interests in the Trust, or (v) change the
      consent required pursuant to this Section 10.03.

            (d) Notwithstanding any other provisions of this Trust Agreement,
      the Trustees shall not enter into or consent to any amendment to this
      Trust Agreement which would cause the Trust to be treated other than as a
      grantor trust for United States federal income tax purposes or to fail or
      cease to qualify for the exemption from status of an "investment company"
      under the Investment Company Act of 1940, as amended, afforded by Rule
      3a-5 thereunder.

            (e) Without the consent of the Depositor, this Trust Agreement may
      not be amended in a manner which imposes any additional obligation on the
      Depositor. Without the consent of the Property Trustee or the Delaware
      Trustee, as the case may be, this

                                       46
<PAGE>

      Trust Agreement may not be amended in a manner which affects the powers,
      duties or rights of the Property Trustee or the Delaware Trustee,
      respectively. In executing any amendment permitted by this Trust
      Agreement, the Trustees shall be entitled to receive, and (subject to
      Section 8.01) shall be fully protected in relying upon an Opinion of
      Counsel stating that the execution of such amendment is authorized or
      permitted by this Trust Agreement. Any Trustee may, but shall not be
      obligated to, enter into any such amendment which affects such Trustee's
      own rights, duties, immunities or liabilities under this Trust Agreement
      or otherwise.

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

      SECTION 10.04 SEPARABILITY. In case any provision in this Trust Agreement
or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

      SECTION 10.05 GOVERNING LAW. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE.

      SECTION 10.06 NOTICE OF DEFERRAL OF DISTRIBUTION. In the event that the
Depositor exercises its right to extend an interest payment period in respect of
the Subordinated Debentures pursuant to Section __ of the Supplemental Indenture
and notice of such extension has been provided by the Depositor to the Property
Trustee, the Property Trustee shall give written notice of such extension and of
the deferral of the related Distribution on the Trust Securities, by first-class
mail, postage prepaid, mailed not later than ten days prior to the Distribution
Date upon which such Distribution would otherwise be payable, to each Holder of
Trust Preferred Securities at such Holder's address appearing in the Security
Register.

      SECTION 10.07 HEADINGS. The Article and Section headings are for
convenience only and shall not affect the construction of this Trust Agreement.

      SECTION 10.08 NOTICE AND DEMAND. Any notice, demand or other communication
which by any provision of this Trust Agreement is required or permitted to be
given or served to or upon any Securityholder or the Depositor may be given or
served in writing by deposit thereof, first class postage prepaid, in the United
States mail, hand delivery or facsimile transmission, in each case, addressed,
(i) in the case of a Trust Preferred Securityholder, to such Trust Preferred
Securityholder as such Securityholder's name and address appear on the Security
Register and (ii) in the case of the Trust Common Securityholder or the
Depositor, to D.R. Horton, Inc., 1901 Ascension Blvd., Suite 100, Arlington,
Texas 76006, Attention: Chief Financial Officer, Facsimile No. (817) 856-8252.
Such notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

                                       47
<PAGE>

      Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust or the Trustees shall be given in writing addressed (until another address
is published by the Trust) as follows: (i) with respect to the Property Trustee,
American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York
10038, Attention: ___________, Facsimile No. ____________; (ii) with respect to
the Delaware Trustee, The Corporation Trust Company, Corporation Trust Centre,
1209 Orange Street, Wilmington, Delaware 19801, Attention: ___________,
Facsimile No. ____________; and (ii) with respect to the Administrative
Trustees, to them at the address above for notices to the Depositor, marked
Attention: Administrative Trustees of DRH Capital Trust II, c/o D.R. Horton,
Inc., 1901 Ascension Blvd., Suite 100, Arlington, Texas 76006, Attention: Chief
Financial Officer, Facsimile No. (817) 856-8252. Such notice, demand or other
communication to or upon the Trust or the Trustees shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the
applicable Trustee.

      SECTION 10.09 AGREEMENT NOT TO PETITION. Each of the Trustees and the
Depositor agrees for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, it shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, reorganization, arrangement, insolvency, liquidation or
other similar law (including, without limitation, the United States Bankruptcy
Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of
any proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.09, the Property Trustee
agrees, for the benefit of Securityholders, that it shall file an answer with
the bankruptcy court or otherwise properly contest the filing of such petition
by the Depositor against the Trust or the commencement of such action and raise
the defense that the Depositor has agreed in writing not to take such action and
should be stopped and precluded therefrom and such other defenses, if any, as
counsel for the Trustees or the Trust may assert. The provisions of this Section
10.09 shall survive the termination of this Trust Agreement.

      SECTION 10.10 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.

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

            (c) If any provision hereof limits, qualifies or conflicts with
      another provision hereof which is required to be included in this Trust
      Agreement by any of the provisions of the Trust Indenture Act, such
      required provision shall control.

            (d) The application of the Trust Indenture Act to this Trust
      Agreement shall not affect the nature of the Trust Securities as equity
      securities representing undivided beneficial interests in the assets of
      the Trust. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
      THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER,
      WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL

                                       48
<PAGE>

      CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL
      OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE
      TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE
      SUBORDINATION PROVISIONS AND OTHER TERMS OF THE TRUST GUARANTEE AND THE
      SUBORDINATED DEBENTURE INDENTURE AND THIS TRUST AGREEMENT, AND PROVIDE
      NOTICE TO SUCH SECURITYHOLDER AND SUCH OTHERS THAT THOSE TERMS AND
      PROVISIONS SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST
      AND SUCH SECURITYHOLDER AND SUCH OTHERS.

            SECTION 10.11 SUCCESSORS. This Trust Agreement shall be binding upon
      and shall inure to the benefit of any successor to both the Trust and the
      Trustees, including any successor by operation of law.

                                       49
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Trust Agreement
or have caused this Trust Agreement to be executed on their behalf, all as of
the day and year first above written.

                                         D.R. HORTON, INC.

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________

                                         AMERICAN STOCK TRANSFER & TRUST COMPANY
                                         as Property Trustee

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________

                                         THE CORPORATION TRUST COMPANY,
                                           as Delaware Trustee

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________

                                         ____________, as Administrative Trustee

                                         _______________________________________
                                         _______________________________________
                                         ____________, as Administrative Trustee

                                       50
<PAGE>

                                    EXHIBIT A

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

      THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") is made
as of ___________, between D.R. Horton, Inc., a Delaware corporation (the
"Corporation"), and DRH Capital Trust II, a Delaware Statutory Trust (the
"Trust").

      WHEREAS, the Trust intends to issue its Trust Common Securities (the
"Trust Common Securities") to the Corporation and to issue and sell DRH Capital
Trust II ____ % Trust Preferred Securities (the "Trust Preferred Securities")
with such powers, preferences and special rights and restrictions as are set
forth in the Amended and Restated Trust Agreement of the Trust dated as of
_______, ____ as the same may be amended from time to time (the "Trust
Agreement") and acquire Series ____% Subordinated Debentures due _________ (the
"Subordinated Debentures") from the Corporation; and

      WHEREAS, the Corporation is the issuer of the Subordinated Debentures.

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

                                    ARTICLE I

      SECTION 1.01. GUARANTEE BY THE CORPORATION. Subject to the terms and
conditions hereof, the Corporation hereby irrevocably and unconditionally
guarantees to each person or entity to whom the Trust is now or hereafter
becomes indebted or liable (the "Beneficiaries") the full payment, when and as
due, of any and all Obligations (as hereinafter defined) to such Beneficiaries.
As used herein, "Obligations" means any indebtedness, expenses or liabilities of
the Trust, other than obligations of the Trust to pay to holders of any Trust
Securities or other similar interests in the Trust the amounts due such holders
pursuant to the terms of the Trust Preferred Securities or such other similar
interests, as the case may be. This Agreement is intended to be for the benefit
of, and to be enforceable by, all such Beneficiaries, whether or not such
Beneficiaries have received notice hereof.

      SECTION 1.02. TERM OF AGREEMENT. This Agreement shall terminate and be of
no further force and effect upon the date on which there are no Beneficiaries
remaining; provided, however, that this Agreement shall continue to be effective
or shall be reinstated, as the case may be, if at any time any holder of Trust
Preferred Securities or any Beneficiary must restore payment of any sums paid
under the Trust Preferred Securities, under any Obligation, under the Trust
Guarantee Agreement dated the date hereof by the Corporation and American Stock
Transfer & Trust Company, as guarantee trustee, or under this Agreement for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

<PAGE>

      SECTION 1.03. WAIVER OF NOTICE. The Corporation hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and the Corporation hereby waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

      SECTION 1.04. NO IMPAIRMENT. The obligations, covenants, agreements and
duties of the Corporation under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

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

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

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

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

      SECTION 1.05. ENFORCEMENT. A Beneficiary may enforce this Agreement
directly against the Corporation and the Corporation waives any right or remedy
to require that any action be brought against the Trust or any other person or
entity before proceeding against the Corporation.

                                   ARTICLE II

      SECTION 2.01. BINDING EFFECT. All guarantees and agreements contained in
this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Corporation and shall inure to the benefit of the
Beneficiaries.

      SECTION 2.02. AMENDMENT. So long as there remains any Beneficiary or any
Trust Preferred Securities are outstanding, this Agreement shall not be modified
or amended in any manner adverse to such Beneficiary or to the holders of the
Trust Preferred Securities without their consent.

      SECTION 2.03. NOTICES. Any notice, request or other communication required
or permitted to be given hereunder shall be given in writing by delivering the
same against receipt therefor by facsimile transmission (confirmed by mail), or
by registered or certified mail, addressed as follows (and if so given, shall be
deemed given when mailed), to-wit:

                                       2
<PAGE>

                   DRH Capital Trust II
                   c/o D.R. Horton, Inc.
                   1901 Ascension Blvd., Suite 100
                   Arlington, Texas 76006
                   Attention: Chief Financial Officer
                   Facsimile No. (817) 856-8252

                   D.R. Horton, Inc.
                   1901 Ascension Blvd., Suite 100
                   Arlington, Texas 76006
                   Attention: Chief Financial Officer
                   Facsimile No. (817) 856-8252

      SECTION 2.04. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                       3
<PAGE>

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

                                 D.R. HORTON, INC.

                                 By:____________________________________________
                                 Name:__________________________________________
                                 Title:_________________________________________

                                 DRH CAPITAL TRUST II

                                 By:____________________________________________
                                    ____________, as Administrative Trustee

                                 By:____________________________________________
                                    ____________, as Administrative Trustee

                                        4
<PAGE>

                                    EXHIBIT B

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

             Certificate Number                Number of Trust Common Securities
                     C-1

                 Certificate Evidencing Trust Common Securities
                                       of
                              DRH Capital Trust II

                             Trust Common Securities
               (Liquidation Amount $__ per Trust Common Security)

      DRH Capital Trust II, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that D.R. Horton, Inc.,
(the "Holder") is the registered owner of ______ Trust Common Securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated the Trust Common Securities (Liquidation Amount $__ per Trust Common
Security) (the "Trust Common Securities"). In accordance with Section 5.10 of
the Trust Agreement (as defined below) the Trust Common Securities are not
transferable, except by operation of law or to an Affiliate of the Holder or a
permitted successor under Section 801 of the Subordinated Debenture Indenture,
dated as of ____________, ____, between the Holder and _________________, as
trustee, and any attempted transfer hereof shall be void. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Trust Common Securities are set forth in, and this certificate and the Trust
Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust dated as of _________, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of the Trust
Common Securities as set forth therein. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

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

<PAGE>

      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this certificate this _____day of _______, ____.

                                      D.R. HORTON, INC.

                                      By:_______________________________________
                                      Name:_____________________________________
                                      Title:____________________________________

                                      DRH CAPITAL TRUST II

                                      By:_______________________________________
                                         ____________, as Administrative Trustee

                                      By:_______________________________________
                                         ____________, as Administrative Trustee

                                       2
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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

                                         _______________________________________
                                         ____________, as Administrative Trustee

                                       3
<PAGE>

                                    EXHIBIT C

      Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to DRH Capital
Trust II or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), any transfer, pledge, or other use hereof for value or
otherwise by or to any person is wrongful inasmuch as the registered owner
thereof, Cede & Co., has an interest herein.

      Certificate Number                   Number of Trust Preferred Securities
              P-                                        CUSIP NO.

                Certificate Evidencing Trust Preferred Securities
                                       of
                              DRH Capital Trust II

                       _____ % Trust Preferred Securities
              (Liquidation Amount $__ per Trust Preferred Security)

      DRH Capital Trust II, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder") is the registered owner of ______ Trust Preferred Securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated the DRH Capital Trust II ____ % Trust Preferred Securities
(Liquidation Amount $__ per Trust Preferred Security) (the "Trust Preferred
Securities"). The Trust Preferred Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer as provided in
Section 5.04 of the Trust Agreement (as defined below). The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Trust Preferred Securities are set forth in, and this certificate and the
Trust Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust, dated as of _________, ____, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of Trust Preferred Securities as set forth therein. The holder of this
certificate is entitled to the benefits of a guarantee by D.R. Horton, Inc., a
Delaware corporation (the "Corporation"), pursuant to a Trust Guarantee
Agreement between the Corporation and American Stock Transfer & Trust Company,
as guarantee trustee, dated as of _________, ____, as the same may be amended
from time to time (the "Trust Guarantee"), to the extent provided therein. The
Trust will furnish a copy of the Trust Agreement and the Trust Guarantee to the
holder of this certificate without charge upon written request to the Trust at
its principal place of business or registered office.

<PAGE>

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

      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this certificate this _____ day of _________, ____.

                                         DRH CAPITAL TRUST II

                                         By:____________________________________
                                            _________, as Administrative Trustee

                                         By:____________________________________
                                            _________, as Administrative Trustee

                          CERTIFICATE OF AUTHENTICATION

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

                                         _______________________________________
                                         ____________, as Administrative Trustee

                                       2
<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust 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 Trust Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:_________________________
Signature:_____________________

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

                                       3