<PAGE>   1


                                                                    EXHIBIT 4.3


                      AMENDED AND RESTATED TRUST AGREEMENT


                                      AMONG


                         CAREMARK RX, INC., AS DEPOSITOR

                           CAREMARK RX CAPITAL TRUST I

                            WILMINGTON TRUST COMPANY
                             AS PROPERTY TRUSTEE AND
                              AS DELAWARE TRUSTEE,

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN,

                                       AND

                     THE SEVERAL HOLDERS (AS DEFINED HEREIN)





                         DATED AS OF SEPTEMBER 29, 1999



<PAGE>   2




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

                                                                          Indenture Trust
Trust Act Section                                                         Agreement Section
-----------------------------------------------------------------     -------------------------
<S>                                                                   <C>
(Section) 310 (a)(1)                                                  8.7
              (a)(2)                                                  8.7
              (a)(3)                                                  8.9
              (a)(4)                                                  2.7(a)(ii)
              (b)                                                     8.8
(Section) 311 (a)                                                     8.13
              (b)                                                     8.13
(Section) 312 (a)                                                     5.7
              (b)                                                     5.7
              (c)                                                     5.7
(Section) 313 (a)                                                     8.14(a)
              (a)(4)                                                  8.14(b)
              (b)                                                     8.14(b)
              (c)                                                     10.9
              (d)                                                     8.14(c)
(Section) 314 (a)                                                     8.15
              (b)                                                     Not Applicable
              (c)(1)                                                  8.16
              (c)(2)                                                  8.16
              (c)(3)                                                  Not Applicable
              (d)                                                     Not Applicable
              (e)                                                     1.1, 8.16
(Section) 315 (a)                                                     8.1(a), 8.3(a)
              (b)                                                     8.2, 10.9
              (c)                                                     8.1(a)
              (d)                                                     8.1, 8.3
              (e)                                                     Not Applicable
(Section) 316 (a)                                                     Not Applicable
              (a)(1)(A)                                               Not Applicable
              (a)(1)(B)                                               Not Applicable
              (a)(2)                                                  Not Applicable
              (b)                                                     5.14
              (c)                                                     6.7
(Section) 317 (a)(1)                                                  Not Applicable
              (a)(2)                                                  Not Applicable
              (b)                                                     5.9
(Section) 318 (a)                                                     10.11
</TABLE>

         Note: This reconciliation and tie sheet shall not, for any purpose, be
deemed to be a part of the Trust Agreement.



<PAGE>   3



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                  Page
                                                                                                                  ----

<S>                                                                                                               <C>
ARTICLE I DEFINED TERMS.............................................................................................1

   SECTION 1.1. DEFINITIONS.........................................................................................1

ARTICLE II CONTINUATION OF TRUST...................................................................................11

   SECTION 2.1. NAME...............................................................................................11
   SECTION 2.2. OFFICE OF DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS............................................11
   SECTION 2.3. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES....................................11
   SECTION 2.4. ISSUANCE OF PREFERRED SECURITIES...................................................................11
   SECTION 2.5. ISSUANCE OF COMMON SECURITIES......................................................................12
   SECTION 2.6. SUBSCRIPTION AND PURCHASE OF DEBENTURES............................................................12
   SECTION 2.7. DECLARATION OF TRUST...............................................................................12
   SECTION 2.8. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS...................................................12
   SECTION 2.9. ASSETS OF TRUST....................................................................................16
   SECTION 2.10. TITLE TO TRUST PROPERTY...........................................................................17

ARTICLE III PAYMENT ACCOUNT........................................................................................17

   SECTION 3.1. PAYMENT ACCOUNT....................................................................................17

ARTICLE IV DISTRIBUTIONS; REDEMPTION; CONVERSION...................................................................17

   SECTION 4.1. DISTRIBUTIONS......................................................................................17
   SECTION 4.2. REDEMPTION.........................................................................................18
   SECTION 4.3. CONVERSION.........................................................................................20
   SECTION 4.4. SUBORDINATION OF COMMON SECURITIES.................................................................23
   SECTION 4.5. PAYMENT PROCEDURES.................................................................................24
   SECTION 4.6. TAX RETURNS AND REPORTS............................................................................24
   SECTION 4.7. PAYMENT OF EXPENSES OF TRUST.......................................................................24
   SECTION 4.8. PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS.............................................25

ARTICLE V TRUST SECURITIES CERTIFICATES............................................................................25

   SECTION 5.1. INITIAL OWNERSHIP..................................................................................25
   SECTION 5.2. TRUST SECURITIES CERTIFICATES......................................................................25
   SECTION 5.3. EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES............................................25
   SECTION 5.4. REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES......................................26
   SECTION 5.5. TRANSFER OF CERTIFICATES...........................................................................29
   SECTION 5.6. DEEMED HOLDERS.....................................................................................30
</TABLE>

                                       i


<PAGE>   4

<TABLE>
<CAPTION>

<S>                                                                                                               <C>

   SECTION 5.7. ACCESS TO LIST OF HOLDERS'NAMES AND ADDRESSES......................................................30
   SECTION 5.8. MAINTENANCE OF OFFICE OR AGENCY....................................................................30
   SECTION 5.9. APPOINTMENT OF PAYING AGENT........................................................................30
   SECTION 5.10. APPOINTMENT OF CONVERSION AGENT...................................................................31
   SECTION 5.11. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.......................................................31
   SECTION 5.12. BOOK ENTRY INTERESTS..............................................................................32
   SECTION 5.13. NOTICES TO CLEARING AGENCY........................................................................33
   SECTION 5.14. APPOINTMENT OF SUCCESSOR CLEARING AGENCY..........................................................33
   SECTION 5.15. DEFINITIVE PREFERRED SECURITIES UNDER CERTAIN CIRCUMSTANCES.......................................33
   SECTION 5.16. MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES................................34
   SECTION 5.17. RIGHTS OF HOLDERS.................................................................................34
   SECTION 5.18. CUSIP NUMBERS.....................................................................................36

ARTICLE VI ACTS OF HOLDERS; MEETINGS; VOTING.......................................................................37

   SECTION 6.1. LIMITATIONS ON VOTING RIGHTS.......................................................................37
   SECTION 6.2. NOTICE OF MEETINGS.................................................................................38
   SECTION 6.3. MEETINGS OF HOLDERS................................................................................38
   SECTION 6.4. VOTING RIGHTS......................................................................................39
   SECTION 6.5. PROXIES, ETC.......................................................................................39
   SECTION 6.6. HOLDER ACTION BY WRITTEN CONSENT...................................................................39
   SECTION 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES..........................................................39
   SECTION 6.8. ACTS OF HOLDERS....................................................................................39
   SECTION 6.9. INSPECTION OF RECORDS..............................................................................40

ARTICLE VII REPRESENTATIONS AND WARRANTIES.........................................................................41

   SECTION 7.1. REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE............................41

ARTICLE VIII THE TRUSTEES..........................................................................................42

   SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES................................................................42
   SECTION 8.2. CERTAIN NOTICES....................................................................................43
   SECTION 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE.................................................................44
   SECTION 8.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.............................................46
   SECTION 8.5. MAY HOLD SECURITIES................................................................................46
   SECTION 8.6. COMPENSATION; INDEMNITY; FEES......................................................................46
   SECTION 8.7. CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.......................................47
   SECTION 8.8. CONFLICTING INTERESTS..............................................................................48
   SECTION 8.9. CO-TRUSTEES AND SEPARATE TRUSTEE...................................................................48
   SECTION 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.................................................49
   SECTION 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR............................................................50
   SECTION 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.......................................51
</TABLE>

                                       ii


<PAGE>   5

<TABLE>
<CAPTION>

<S>                                                                                                               <C>

   SECTION 8.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST......................................51
   SECTION 8.14. REPORTS BY PROPERTY TRUSTEE.......................................................................52
   SECTION 8.15. REPORTS TO PROPERTY TRUSTEE.......................................................................52
   SECTION 8.16. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT..................................................52
   SECTION 8.17. NUMBER OF TRUSTEES................................................................................53
   SECTION 8.18. DELEGATION OF POWER...............................................................................53

ARTICLE IX DISSOLUTION, LIQUIDATION, TERMINATION AND MERGER........................................................54

   SECTION 9.1. TERMINATION UPON EXPIRATION DATE...................................................................54
   SECTION 9.2. EARLY TERMINATION..................................................................................54
   SECTION 9.3. TERMINATION........................................................................................54
   SECTION 9.4. LIQUIDATION........................................................................................55
   SECTION 9.5. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF TRUST....................................56

ARTICLE X RIGHT TO REQUIRE REPURCHASE..............................................................................57

   SECTION 10.1. RIGHT TO REQUIRE REPURCHASE.......................................................................57
   SECTION 10.2. NOTICE; METHOD OF EXERCISING REPURCHASE RIGHT.....................................................57
   SECTION 10.3. DEPOSIT OF REPURCHASE PRICE.......................................................................58
   SECTION 10.4. SECURITIES NOT REPURCHASED ON REPURCHASE DATE.....................................................58
   SECTION 10.5. SECURITIES REPURCHASED IN PART....................................................................58
   SECTION 10.6. DEFINITIONS.......................................................................................59

ARTICLE XI MISCELLANEOUS PROVISIONS................................................................................60

   SECTION 11.1. LIMITATION OF RIGHTS OF HOLDERS...................................................................60
   SECTION 11.2. LIABILITY.........................................................................................60
   SECTION 11.3. AMENDMENT.........................................................................................60
   SECTION 11.4. SEPARABILITY......................................................................................61
   SECTION 11.5. GOVERNING LAW.....................................................................................62
   SECTION 11.6. PAYMENTS DUE ON NON-BUSINESS DAY..................................................................62
   SECTION 11.7. SUCCESSORS........................................................................................62
   SECTION 11.8. HEADINGS..........................................................................................62
   SECTION 11.9. REPORTS, NOTICES AND DEMANDS......................................................................62
   SECTION 11.10. AGREEMENT NOT TO PETITION........................................................................63
   SECTION 11.11. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT...........................................63
   SECTION 11.12. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE..................................64
   SECTION 11.13. HOLDERS ARE PARTIES..............................................................................64
   SECTION 11.14. COUNTERPARTS.....................................................................................64
</TABLE>

                                       iii


<PAGE>   6



                      AMENDED AND RESTATED TRUST AGREEMENT


THIS AMENDED AND RESTATED TRUST AGREEMENT (this "Trust Agreement"), dated as of
September 29, 1999 among (i) CAREMARK RX, INC., a Delaware corporation
(including any successors or assigns, the "Depositor"), (ii) Wilmington Trust
Company, as property trustee (in such capacity, the "Property Trustee" and, in
its separate corporate capacity and not in its capacity as Property Trustee, the
"Bank") and as Delaware trustee (the "Delaware Trustee"), (iii) James H.
Dickerson, Jr., an individual, Howard A. McLure, an individual, and Sara J.
Finley, an individual, each of whose address is c/o Caremark Rx, Inc., 3000
Galleria Tower, Suite 1000, Birmingham, Alabama 35244 (each an "Administrative
Trustee" and collectively the "Administrative Trustees") (the Property Trustee,
the Delaware Trustee and the Administrative Trustees are referred to
individually as a "Trustee" and collectively as the "Trustees") and (iv) the
several Holders (as hereinafter defined).

                                   WITNESSETH:

                  WHEREAS, the Depositor and certain of the Trustees have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by the entering into that certain Trust Agreement,
dated as of September 10, 1999 (the "Original Trust Agreement"), and by the
execution and filing with the Secretary of State of the State of Delaware of the
Certificate of Trust, filed on September 10, 1999, attached as Exhibit A (the
"Certificate of Trust"); and

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

                  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 Holders (as hereinafter defined),
hereby amends and restates the Original Trust Agreement in its entirety and
agrees as follows:

                                    ARTICLE I

                                  DEFINED TERMS

SECTION 1.1.      DEFINITIONS.

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

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

                                        1
<PAGE>   7



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

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

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

                  "Act" has the meaning specified in Section 6.8(a).

                  "Additional Amount" means, with respect to Trust Securities of
a given Liquidation Amount and/or a given period, the amount of Additional
Interest (as defined in the Indenture) paid by the Depositor on a Like Amount of
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 such individual's capacity as an Administrative Trustee of
the Trust and not in such individual's individual capacity, or such
Administrative Trustee's successor in interest in such capacity, and includes
any Special Administrative Trustee (as hereinafter defined) 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.

                  "Appointment Event" has the meaning set forth in Section
6.1(d).

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

                  "BHCA Person" has the meaning set forth in Section 4.3(a).

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

                  (a) the entry of a decree or order by a court having
jurisdiction in the premises judging such Person a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjudication or composition of or in respect of such Person under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law, or
appointing a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of such Person or of any substantial part of its property or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days; or


                                       2
<PAGE>   8


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

                  "Bankruptcy Laws" has the meaning specified in Section 11.10.

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

                  "Book-Entry Preferred Securities Certificates" means a
beneficial interest in the Preferred Securities Certificates, ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 5.12.

                  "Business Day" means a day other than (i) a Saturday or Sunday
and (ii) a day on which banking institutions in The City of New York or the
State of Delaware are authorized or required by law or executive order to remain
closed.

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

                  "Certificate of Trust" has the meaning specified in the
recitals hereof, as amended from time to time.

                  "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 whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.

                  "Closing Date" means the date of execution and delivery of
this Trust Agreement.

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

                                       3
<PAGE>   9

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

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

                  "Common Security" means an undivided common beneficial
interest in the assets of the Trust, having a Liquidation Amount of $50 and
having the rights provided therefor in this Trust Agreement, including the right
to convert to shares of the Common Stock and the right to receive Distributions
and a Liquidation Distribution as provided herein.

                  "Common Stock" means the common stock of the Depositor, par
value $.001 per share.

                  "Conversion Agent" has the meaning set forth in Section
4.3(d).

                  "Conversion Date" has the meaning set forth in Section 4.3(c).

                  "Conversion Price" has the meaning set forth in Section
4.3(a).

                  "Conversion Request" has the meaning set forth in Section
4.3(b).

                  "Corporate Trust Office" means (i) when used with respect to
the Property Trustee, the principal office of the Property Trustee located in
Wilmington, Delaware, and (ii) when used with respect to the Indenture Trustee,
the principal office of the Indenture Trustee located in Wilmington, Delaware.

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

                  "Debenture Stated Maturity" means the date specified pursuant
to the terms of the Debentures as the date on which the principal of the
Debentures is due and payable.

                  "Debenture Tax Event" means a "Tax Event" as defined in the
Indenture.

                  "Debentures" means the $206,186,000 aggregate principal amount
of the Depositor's 7.0% Convertible Subordinated Debentures due 2029 issued
pursuant to the Indenture.

                  "Definitive Preferred Securities" means either or both (as the
context requires) of (i) Preferred Securities Certificates issued as Book-Entry
Preferred Securities Certificates as provided in Section 5.12 and (ii) Preferred
Securities Certificates issued in certificated, fully registered form as
provided in Section 5.15.

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

                                       4
<PAGE>   10

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

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

                  "Direct Action" has the meaning specified in Section 5.17(f).

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

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

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

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

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

                  (b) default by the Property Trustee in the payment of any
Distribution when it becomes due and payable, and continuation of such default
for a period of 30 days; provided, however, that a valid extension of the
interest payment period by the Depositor pursuant to Section 3.11 of the
Indenture shall not constitute a default in the payment of Distributions); or

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

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

                  (e) the occurrence of a Bankruptcy Event with respect to the
Property Trustee and the failure by the Depositor to appoint a successor
Property Trustee within 90 days thereof.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

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

                  "Global Preferred Security" or "Global Preferred Securities"
means a Preferred Security or Securities in the form set forth in Exhibit D
attached hereto.

                                       5
<PAGE>   11

                  "Global Preferred Securities Certificate" has the meaning
specified in Section 5.12.

                  "Guarantee" means the Guarantee Agreement executed and
delivered by the Depositor and Wilmington Trust Company, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the Holders of the Preferred Securities, as amended from time to
time.

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

                  "Indenture" means the Indenture, dated as of September 29,
1999 between the Depositor and the Indenture Trustee, as trustee, as amended or
supplemented from time to time.

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

                  "Indenture Trustee" means Wilmington Trust Company, a Delaware
corporation, as trustee under the Indenture, and any successor trustee appointed
as provided therein.

                  "Initial Purchaser" means Warburg Dillon Read LLC.

                  "Investment Company Event" means that the Administrative
Trustees shall have received an opinion from independent counsel to the effect
that, as a result of the occurrence of a change in law or regulation or a
written change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority (a "Change
in 1940 Act Law"), there is more than an insubstantial risk that the Trust is or
will be considered an "investment company" which is required to be registered
under the Investment Company Act of 1940, as amended, which Change in 1940 Act
Law becomes effective on or after the date of the Offering Memorandum.

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

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

                                       6
<PAGE>   12

                  "Liquidated Damages" shall have the meaning set forth in
Section 5 of the Registration Rights Agreement.

                  "Liquidation Amount" means the stated amount of $50 per Trust
Security.

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

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

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

                  "Offering Memorandum" means the offering memorandum dated
September 24, 1999 relating to the offering of the Preferred Securities
contemplated by the Purchase Agreement.

                  "Officers' Certificate" means a certificate signed by the
Chairman, Chief Executive Officer, President or a Vice President, and by 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 given pursuant to Section 8.16
shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

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

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

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

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

                   "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Trust, the Property Trustee or the Depositor, and who
shall be reasonably acceptable to the Property Trustee.

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

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

                                       7
<PAGE>   13

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

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

                  (c) Trust Securities which have been converted pursuant to
Section 4.3; and

                  (d) Trust Securities which have been paid or in exchange for
or in lieu of which other Trust Securities have been executed and delivered
pursuant to this Trust Agreement, including pursuant to Sections 5.4, 5.5, 5.11
and 5.16; provided, however, that in determining whether the Holders of the
requisite Liquidation Amount of the Outstanding Preferred Securities have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, Preferred Securities owned by the Depositor, any Trustee or any
Affiliate of the Depositor or any Trustee shall be disregarded and deemed not to
be Outstanding, except that (a) in determining whether any Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Preferred Securities that such Trustee actually
knows to be so owned shall be so disregarded and (b) the foregoing shall not
apply at any time when all of the Outstanding Preferred Securities are owned by
the Depositor, one or more of the Trustees and/or any such Affiliate. Preferred
Securities so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Administrative
Trustees the pledgee's right so to act with respect to such Preferred Securities
and that the pledgee is not the Depositor or any Affiliate of the Depositor.

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

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

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

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

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

                                       8
<PAGE>   14

                  "Preferred Security" means an undivided preferred beneficial
interest in the assets of the Trust, having a Liquidation Amount of $50 and
having the rights provided therefor in this Trust Agreement, including the right
to convert to shares of the Common Stock and the right to receive Distributions
and a Liquidation Distribution as provided herein.

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

                  "Purchase Agreement" means the Purchase Agreement, dated as of
September 24, 1999, among the Trust, the Depositor and Warburg Dillon Read LLC.

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

                  "Redemption Price" means, with respect to any Trust Security,
the redemption price paid by the Depositor upon the concurrent redemption of a
Like Amount of Debentures, allocated on a pro rata basis (based on Liquidation
Amounts) among the Trust Securities.

                  "Registration Rights Agreement" means that certain
Registration Rights Agreement dated as of September 29, 1999 among the Trust,
the Depositor and the Initial Purchasers.

                  "Regulation S" means Regulation S under the Securities Act.

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

                  "Repurchase Date" shall have the meaning specified in Section
10.1

                  "Repurchase Price" shall have the meaning specified in Section
10.1

                  "Resale Restriction Termination Date" means, with respect to
any Preferred Security, the later of (i) the date which is two years after the
later of the original issue date of such Preferred Security and (ii) the last
date on which the Depositor or an Affiliate of the Depositor was the owner of
such Preferred Security (or any predecessor Trust Security).

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Securities Registrar" shall have the meaning specified in
Section 5.5.

                  "Securities Register" shall have the meaning specified in
Section 5.5.

                  "Shelf Registration Statement" means the registration
statement under the Securities Act with respect to the Preferred Securities, the
Debentures, the Guarantee and Common Stock that the Trust and the Depositor are
required to file pursuant to the Registration Rights Agreement.

                                       9
<PAGE>   15

                  "Special Administrative Trustee" means an Administrative
Trustee appointed by the Holders of the Preferred Securities pursuant to the
provisions of Section 6.1(d).

                  "Special Event" means an Investment Company Event or a Tax
Event.

                  "Tax Event" means the receipt by the Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (b) any amendment to, or
change in, an interpretation or application of such laws or regulations, there
is more than an insubstantial risk that (i) the Trust would be subject to United
States federal income tax with respect to income accrued or received on the
Convertible Subordinated Debentures, (ii) interest payable to the Trust on the
Convertible Subordinated Debentures would not be deductible, in whole or in
part, by the Depositor for United States federal income tax purposes or (iii)
the Trust would be subject to more than a de minimis amount of other taxes,
duties or other governmental charges, which change or amendment becomes
effective on or after the date of the Offering Memorandum.

                  "Trading Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday, other than any day on which securities are generally not traded on
the applicable securities exchange or in the relevant market.

                  "Transfer Restricted Securities" means Preferred Securities
that bear or are required to bear the legend set forth in Section 5.4(e).

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

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

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

                  "Trust Property" means (a) the Debentures, (b) any funds on
deposit in, or owing to, the Payment Account and (c) all proceeds and rights in
respect of the foregoing.

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

                  "Trust Security" means any of the Common Securities and the
Preferred Securities.


                                       10
<PAGE>   16


                  "Trustees" means, collectively, the Property Trustee, the
Delaware Trustee and the Administrative Trustees.

                                   ARTICLE II

                              CONTINUATION OF TRUST

                  SECTION 2.1. NAME.

                  The Trust continued hereby shall be known as "Caremark Rx
Capital Trust I," as such name may be modified from time to time by the
Administrative Trustees following written notice to the Holders and the other
Trustees, in which name the Trustees engage in the transactions contemplated
hereby, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.

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

                  The address of the Delaware Trustee in the State of Delaware
is Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
19801, Attention: Corporate Trust Department, or such other address in the State
of Delaware as the Delaware Trustee may designate by written notice to the
Holders and the Depositor. The principal executive office of the Trust is c/o
Caremark Rx, Inc., 3000 Galleria Tower, Suite 1000, Birmingham, Alabama 35244.

                  SECTION 2.3. INITIAL CONTRIBUTION OF TRUST PROPERTY;
ORGANIZATIONAL EXPENSES.

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

                  SECTION 2.4. ISSUANCE OF PREFERRED SECURITIES.

                  (a) As of September 24, 1999, the Depositor, on behalf of the
Trust and pursuant to the Original Trust Agreement, executed and delivered the
Purchase Agreement. Contemporaneously with the execution and delivery of this
Trust Agreement, an Administrative Trustee, on behalf of the Trust, will execute
in accordance with Section 5.2 and deliver to the Initial Purchaser named in the
Purchase Agreement the Preferred Securities Certificates, registered in the name
of the nominee of the initial Clearing Agency, 4,000,000 Preferred Securities
having an aggregate Liquidation Amount of $200,000,000, against receipt of an
aggregate purchase price of $200,000,000 plus accrued Distributions from
September 29, 1999, if any.

                                       11
<PAGE>   17

                  SECTION 2.5. ISSUANCE OF COMMON SECURITIES.

                  (a) Contemporaneously with the execution and delivery of this
Trust Agreement, an Administrative Trustee, on behalf of the Trust, will execute
in accordance with Section 5.2 and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
123,720 Common Securities having an aggregate Liquidation Amount of $6,186,000
against payment by the Depositor of an aggregate purchase price of $6,186,000,
plus accrued Distributions from September 29, 1999, if any.

                  SECTION 2.6. SUBSCRIPTION AND PURCHASE OF DEBENTURES.

                  (a) Contemporaneously with the issuance of Preferred
Securities and Common Securities pursuant to Section 2.4(a) and Section 2.5(a),
an Administrative Trustee, on behalf of the Trust, will subscribe to and
purchase from the Depositor Debentures registered in the name of the Trust and
having an aggregate principal amount equal to $206,186,000. In satisfaction of
the purchase price for such Debentures, the Trust will deliver to the Depositor
the sum of $206,186,000.

                  SECTION 2.7. DECLARATION OF TRUST.

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

                  SECTION 2.8. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

                  (a) The Trustees shall conduct the affairs of the Trust in
accordance with the terms of this Trust Agreement. Subject to the limitations
set forth in Section 2.8(b) and Article VIII and in accordance with the
following provisions (i), (ii) and (iii), the Trustees shall have the authority
to enter into all transactions and agreements determined by the Trustees to be
appropriate in exercising the authority, express or implied, otherwise granted
to the Trustees under this Trust Agreement, and to perform all acts in
furtherance thereof, including the following:

                           (i) As among the Trustees, each Administrative
         Trustee, acting singly or collectively, shall have the power and
         authority (except during any period in which the Holders of the
         Preferred Securities shall have appointed a Special Administrative
         Trustee

                                       12
<PAGE>   18

         pursuant to Section 6.1(d)) to act on behalf of the Trust with respect
         to the following matters:

                                    (A) the issuance and sale of the Trust
                           Securities; provided, however, that the Trust may
                           issue no more than one series of Preferred Securities
                           and no more than one series of Common Securities,
                           and, provided further, that there shall be no
                           interests in the Trust other than the Trust
                           Securities, and the issuance of Trust Securities
                           shall be limited to simultaneous issuances of both
                           Preferred Securities and Common Securities on the
                           Closing Date;

                                    (B) causing the Trust to enter into, and
                           executing, delivering and performing on behalf of the
                           Trust, the Purchase Agreement, the Registration
                           Rights Agreement, the Certificate Depository
                           Agreement and such other agreements as may be
                           necessary or desirable in connection with the
                           purposes and function of the Trust;

                                    (C) assisting in the registration of the
                           Preferred Securities under the Securities Act of
                           1933, as amended, and under state securities or blue
                           sky laws, and the qualification of this Trust
                           Agreement and the Guarantee as trust indentures under
                           the Trust Indenture Act;

                                    (D) assisting in the listing, if any, of the
                           Preferred Securities upon the PORTAL Market or upon
                           any national stock exchange or exchanges or the
                           Nasdaq National Market or any other automated
                           quotation system or systems as shall be determined by
                           the Depositor and the registration of the Preferred
                           Securities under the Exchange Act, if required, and
                           the preparation and filing of all periodic and other
                           reports and other documents pursuant to the
                           foregoing;

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

                                    (F) appointing a Paying Agent, Conversion
                           Agent and Securities Registrar in accordance with
                           this Trust Agreement;

                                    (G) registering transfer of the Trust
                           Securities in accordance with this Trust Agreement;

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

                                    (I) unless otherwise required by the
                           Delaware Business Trust Act or the Trust Indenture
                           Act, executing on behalf of the Trust (either acting
                           alone or together with any or all of the
                           Administrative Trustees) any documents

                                       13
<PAGE>   19

                           that the Administrative Trustees have the power to
                           execute pursuant to this Trust Agreement; and

                                    (J) taking any action incidental to the
                           foregoing as the Administrative Trustees may from
                           time to time determine is necessary or advisable to
                           give effect to the terms of this Trust Agreement for
                           the benefit of the Holders (without consideration of
                           the effect of any such action on any particular
                           Holder).

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

                                    (A) establishing the Payment Account;

                                    (B) receiving and holding the Debentures;

                                    (C) collecting principal of, premium, if
                           any, and interest on, and any other payments made in
                           respect of, the Debentures in the Payment Account;

                                    (D) distributing, through the Paying Agent,
                           amounts owed to the Holders in respect of the Trust
                           Securities (including, without limitation, Liquidated
                           Damages pursuant to the Registration Rights
                           Agreement);

                                    (E) exercising all of the rights, powers and
                           privileges of a holder of the Debentures;

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

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

                                    (H) to the extent provided in this Trust
                           Agreement, winding up the affairs of and liquidating
                           the Trust and the executing and filing the
                           certificate of cancellation with the Secretary of
                           State of the State of Delaware; and

                                    (I) except as otherwise provided in this
                           Section 2.8(a)(ii), the Property Trustee shall have
                           none of the duties, liabilities, powers or the
                           authority of the Administrative Trustees set forth in
                           Section 2.8(a)(i).

                           (iii)    At such times as a Special Administrative
                  Trustee shall have been appointed by the Holders of the
                  Preferred Securities pursuant to Section 6.1(d), the Special
                  Administrative Trustee shall have the power and authority to
                  act on behalf of the Trust jointly with the Administrative
                  Trustees, and the Administrative Trustees and the Special
                  Administrative Trustee shall act collectively as determined by
                  a majority.

                                       14
<PAGE>   20

                  (b) So long as this Trust Agreement remains in effect, the
Trust (or the Trustees acting on behalf of the Trust) shall not undertake any
business, activities or transaction except as expressly provided herein or
contemplated hereby. In particular, the Trustees shall not: (i) acquire any
investments or engage in any activities not authorized by this Trust Agreement;
(ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise
dispose of any of the Trust Property or interests therein, including to Holders,
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 or issue any
other debt; (v) take or consent to any action that would result in the creation
of a Lien on any of the Trust Property; (vi) invest any proceeds received by the
Trust from holding the Debentures, but shall distribute all such proceeds to
Holders of Trust Securities pursuant to the terms of this Trust Agreement and of
the Trust Securities; (vii) acquire any assets other than the Trust Property;
(viii) possess any power or otherwise act in such a way as to vary the Trust
Property; (ix) possess any power or otherwise act in such a way as to vary the
terms of the Trust Securities in any way whatsoever (except to the extent
expressly authorized in this Trust Agreement or by the terms of the Trust
Securities); or (x) issue any securities or other evidences of beneficial
ownership of, or beneficial interest in, the Trust other than the Trust
Securities. The Administrative Trustees shall defend all claims and demands of
all Persons at any time claiming any Lien on any of the Trust Property adverse
to the interest of the Trust or the Holders in their capacity as Holders.

                  (c) In connection with the issue and sale of the Preferred
Securities, the Depositor shall have the right and responsibility to assist the
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

                           (i)   to prepare and distribute the Offering
         Memorandum in preliminary and final form and any supplements and
         amendments thereto, in relation to the offering and sale by the Trust
         to the Initial Purchaser of Preferred Securities for resale to
         qualified institutional buyers in reliance on Rule 144A under the
         Securities Act and outside the United States to non-U.S. persons in
         offshore transactions in reliance on Regulation S under the Securities
         Act and to prepare for filing by the Trust and the Depositor with the
         Commission any registration statement, including any amendment thereto,
         as contemplated by the Registration Rights Agreement;

                           (ii)  to prepare or cause to be prepared for filing
         by the Trust an application to the PORTAL Market;

                           (iii) to prepare for filing by the Trust of documents
         or instruments to be delivered to DTC relating to the Preferred
         Securities;

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

                           (v) to determine the States in which to take
         appropriate action to qualify or register for sale or resale all or
         part of the Preferred Securities and to do any and all such


                                       15
<PAGE>   21

         acts, other than actions which must be taken by the Trust, and advise
         the Trust of actions it must take, and prepare for execution and filing
         any documents to be executed and filed by the Trust, as the Depositor
         deems necessary or advisable in order to comply with the applicable
         laws of any such States;

                           (vi)   to negotiate the terms of and execute the
         Purchase Agreement providing for the sale of the Preferred Securities;

                           (vii)  to negotiate the terms of the Registration
         Rights Agreement providing for, among other things, the registration
         under the Securities Act of resales from time to time of the Preferred
         Securities;

                           (viii) to provide all annual and quarterly reports
         and the information, documents and other reports that the Depositor is
         required to file with the Commission pursuant to Section 13(a) or 15(d)
         of the Exchange Act (the "SEC Reports") with the Indenture Trustee and
         the Property Trustee within 15 days after it files them with the
         Commission;

                           (ix)   whether or not required by the Exchange Act,
         to file SEC Reports with the Commission so long as any Preferred
         Securities are outstanding and to furnish copies of the SEC Reports to
         any Holder of Preferred Securities originally issued in an offering not
         registered pursuant to the Securities Act; and

                           (x)    to provide any Holder of Preferred Securities
         originally issued in an offering not registered pursuant to the
         Securities Act, at the request of such Holder, if prior to the Transfer
         Restriction Termination Date the Depositor is neither subject to
         Section 13 or 15(d) of the Exchange Act, such information, if any,
         required by Rule 144A(d)(4) under the Securities Act.

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

                  SECTION 2.9. ASSETS OF TRUST.

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

                                       16
<PAGE>   22

                  SECTION 2.10.     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 Trust and the
Holders in accordance with this Trust Agreement.

                                  ARTICLE III

                                 PAYMENT ACCOUNT

                  SECTION 3.1. PAYMENT ACCOUNT.

                  (a) On or prior to the Closing Date, the Property Trustee will
establish the Payment Account. The Property Trustee and any agent of the
Property Trustee will 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 funds and other property deposited or held from time to time in the Payment
Account will be held by the Property Trustee in the Payment Account for the
exclusive benefit of the Holders and for distribution as provided herein,
including (and subject to) any priority of payments provided for herein.

                  (b) The Property Trustee will deposit in the Payment Account,
promptly upon receipt, all payments of principal of, premium, if any, or
interest on, and any other payments or proceeds with respect to, the Debentures
and any payments in respect of Liquidated Damages. Amounts held in the Payment
Account will not be invested by the Property Trustee.

                                   ARTICLE IV

                      DISTRIBUTIONS; REDEMPTION; CONVERSION

                  SECTION 4.1.      DISTRIBUTIONS.

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

                  Accordingly:

                           (i) Distributions on the Trust Securities will be
         cumulative, and will accumulate whether or not there are funds of the
         Trust available for the payment of Distributions. Distributions will
         accrue from September 29, 1999, and, except in the event (and to the
         extent) that the Depositor exercises its right to defer the payment of
         interest on the Debentures pursuant to the Indenture, will be payable
         quarterly in arrears on January 1, April 1, July 1 and October 1 of
         each year, commencing on January 1, 2000. If any date on which a
         Distribution is otherwise payable on the Trust Securities is not a
         Business Day, then the payment of such Distribution will be made on the
         next succeeding day that is a Business

                                       17
<PAGE>   23

         Day (without any additional Distributions or other payment in respect
         of such delay) except that, if such Business Day is in the next
         succeeding calendar year, payment of such Distribution shall be made on
         the immediately preceding Business Day, in each case with the same
         force and effect as if made on such date (each date on which
         Distributions are payable in accordance with this Section 4.1(a), a
         "Distribution Date").

                           (ii)  Assuming payments of interest on the Debentures
         are made when due (and before giving effect to Additional Amounts
         and/or Liquidated Damages, if applicable), Distributions on the Trust
         Securities shall be payable at an annual rate of 7.0% of the
         Liquidation Amount of the Trust Securities, the annual interest rate
         for the Debentures. The amount of Distributions payable for any period
         will be computed on the basis of a 360-day year of twelve 30-day
         months.

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

                  (b) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be the 15th day of the month preceding the month in which the relevant
Distribution Date occurs without giving effect to the third sentence of Section
4.1(a)(i) (whether or not such record date is a Business Day).

                  SECTION 4.2. REDEMPTION.

                  (a) On each Debenture Redemption Date and on the Debenture
Stated Maturity, the Trust shall be required to redeem a Like Amount of Trust
Securities at the Redemption Price. In addition, in the case of the occurrence
of a Tax Event, if (i) the Depositor has received an opinion (a "Redemption Tax
Opinion") from independent tax counsel experienced in such matters that, as a
result of a Tax Event, there is more than an insubstantial risk that the
Depositor would be precluded from deducting the interest on the Debentures for
United States federal income tax purposes even after the Convertible
Subordinated Debentures were distributed to the holders of Preferred Securities
in liquidation of such holders' interests in the Trust Pursuant to Section 9.4
or (ii) the Administrative Trustees shall have been informed by such tax counsel
that an opinion from independent tax counsel experienced in such matters to the
effect that the holders of the Preferred Securities will not recognize any gain
or loss for United States federal income tax purposes as a result of such
dissolution and distribution of Convertible Subordinated Debentures (a "No
Recognition Opinion") cannot be delivered, the Depositor shall have the right,
upon not less than 30 nor more than 60 days notice, to redeem the Convertible
Subordinated Debentures in whole or in part for cash within 90 days following
the occurrence of such Tax Event, and, following such redemption, Preferred
Securities with an aggregate liquidation amount equal to the aggregate principal
amount of the Convertible Subordinated Debentures so redeemed shall be redeemed
by the Trust at the Redemption Price on a pro rata basis or in such other manner
as the Property Trustee deems appropriate; provided, however, that, if at the
time there is available to the Depositor or the Trust the opportunity to
eliminate, within such 90 day period, the Tax Event by taking some ministerial
action, such as filing a form or making an election, or pursuing some other
similar

                                       18
<PAGE>   24

reasonable measure which has no adverse effect on the Trust, the holders of the
Preferred Securities or the Depositor, the Trust will pursue such measure in
lieu of redemption.

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

                           (i)   the Redemption Date;

                           (ii)  the Redemption Price;

                           (iii) the CUSIP number;

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

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

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


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

                  (d) If the Property Trustee gives a notice of redemption in
respect of any Preferred Securities, then, by 12:00 noon, New York City time, on
the Redemption Date, subject to Section 4.2(c), the Property Trustee, so long as
the Preferred Securities are in book-entry-only form, will irrevocably deposit
with the Clearing Agency for the Preferred Securities funds sufficient to pay
the applicable Redemption Price and shall give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the Holders thereof.
If the Preferred Securities are no longer in book-entry-only form, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders thereof upon surrender of their Preferred Securities
Certificates. Notwithstanding the foregoing, Distributions payable on or prior
to the Redemption Date for any Trust Securities called for redemption will be
payable to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit all rights of Holders
holding Trust Securities so called for redemption shall cease, except (i) the
right of such Holders to receive the Redemption Price and any Distribution

                                       19
<PAGE>   25

payable on or prior to the Redemption Date, but without interest thereon and
(ii) any right of the Holders to cause the Conversion Agent to convert the Trust
Securities, and such Trust Securities will cease to be Outstanding. In the event
that any date on which any Redemption Price is payable is not a Business Day,
then payment of the Redemption Price payable on such date shall be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day falls
in the next calendar year, such payment 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
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Depositor pursuant to the Guarantee,
Distributions on such Trust Securities shall continue to accrue, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid, in
which case the actual payment date shall be the date fixed for redemption for
purposes of calculating the Redemption Price.

                  (e) Payment of the Redemption Price on the Trust Securities
shall be made to the recordholders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be 15
days prior to the relevant Redemption Date.

                  (f) Subject to Section 4.4(a), if less than all of 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 among the Common Securities and the Preferred Securities. The
particular Preferred Securities to be redeemed shall be selected not more than
60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption on a pro
rata basis or by such other method as the Property Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $50 or an integral multiple of $50 in excess thereof) of the
Liquidation Amount of Preferred Securities of a denomination larger than $50.
The Property Trustee shall promptly notify the Security Registrar in writing of
the Preferred Securities selected for redemption and, in the case of any
Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of
Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities that has been or is to be redeemed.

                  SECTION 4.3. CONVERSION.

                  The Holders shall have the right at any time prior to 5:00
p.m. (New York City time) on the second Business Day immediately preceding the
date of repayment of such Trust Securities, whether at maturity or upon
redemption (either at the option of the Depositor or pursuant to a Tax Event),
at their option, to cause the Conversion Agent to convert Trust Securities, on
behalf of the converting Holders, into shares of the Common Stock in the manner
described herein on and subject to the following terms and conditions:

                  (a) The Trust Securities shall be convertible at the office of
the Conversion Agent into fully paid and nonassessable shares of Common Stock
pursuant to the Holder's direction to the Conversion Agent to exchange such
Trust Securities for a portion of the Debentures theretofore


                                       20
<PAGE>   26

held by the Trust on the basis of one Trust Security per $50 principal amount of
Debentures, and immediately convert such amount of Debentures into fully paid
and nonassessable shares of Common Stock at an initial conversion rate of 6.7125
shares of Common Stock per $50 principal amount of Debentures (which is
equivalent to a conversion price of $7.4488 per share of Common Stock, subject
to certain adjustments set forth in the terms of the Debentures (as so adjusted,
"Conversion Price")).

         Notwithstanding the foregoing, no holder of Preferred Securities that
is subject to the restrictions of Section 4 of the Bank Holding Company Act of
1956, as amended (the "BHCA") (a "BHCA Person"), shall have the right to convert
any Preferred Securities if, after giving effect to such conversion, the BHCA
Person, its affiliates and transferees would own or be deemed to own shares of
Common Stock in excess of either the maximum number of shares of Common Stock
which the BHCA Person is permitted to own under the BHCA and the regulations of
the Board of Governors of the Federal Reserve thereunder or such lower number as
the relevant BHCA Person may have requested in writing to the Conversion Agent.
No BHCA Person shall have the right to assign or transfer its Preferred
Securities (other than to an Affiliate) unless such Preferred Securities are
assigned or transferred (i) to the public in an offering registered under the
Securities Act, (ii) in a transaction pursuant to Rule 144 or 144A under the
Securities Act in which no person acquires Preferred Securities convertible into
more than 2% of the outstanding Common Stock, (iii) in a single transaction to a
third party who acquires a majority of the Common Stock without regard to the
conversion of any Preferred Securities so transferred or (iv) in any other
manner permitted under the BHCA. The Conversion Agent may rely on the
representation of the relevant BHCA Person that a transfer has been made in the
foregoing manner.

                  (b) In order to convert Trust Securities into Common Stock,
the Holder shall submit to the Conversion Agent an irrevocable request to
convert Trust Securities on behalf of such Holder (the "Conversion Request"),
together, if the Trust Securities are in certificated form, with such Trust
Security Certificates. The Conversion Request shall: (i) set forth the number of
Trust Securities to be converted and the name or names, if other than the
Holder, in which the shares of Common Stock should be issued; and (ii) direct
the Conversion Agent (A) to exchange such Trust Securities for a portion of the
Debentures held by the Trust (at the rate of exchange specified in Section
4.3(a)) and (B) to immediately convert such Debentures on behalf of such Holder
into Common Stock (at the Conversion Price specified in Section 4.3(a)). The
Conversion Agent shall notify the Trust of the Holder's election to exchange
Trust Securities for a portion of the Debentures held by the Trust and the
Property Trustee on behalf of the Trust shall, upon receipt of such notice,
deliver to the Conversion Agent the appropriate principal amount of Debentures
for exchange in accordance with this Section 4.3. The Conversion Agent shall
thereupon notify the Depositor of the Holder's election to convert such
Debentures into shares of Common Stock.

                  (c) Accrued Distributions shall not be paid on Preferred
Securities that are converted, nor will any payment, allowance or adjustment be
made for accumulated and unpaid Distributions, whether or not in arrears, on
converted Preferred Securities except that if any Preferred Security is
converted (i) on or after a record date for payment of Distributions thereon,
the amount of the Distributions payable on the related payment date with respect
to such Preferred Security shall be paid by the converting Holder to the Trust
and the Distributions payable on the related payment date with respect to such
Preferred Security shall be distributed on such payment


                                       21
<PAGE>   27

date to the Holder as of such record date, despite such conversion, and (ii)
during an Extension Period and after the Property Trustee mails a notice of
redemption with respect to the Preferred Securities that are converted, accrued
and unpaid Distributions through the date of conversion on such Preferred
Securities called for redemption shall be distributed to the Holder who converts
such Preferred Securities, which Distribution shall be made on the redemption
date fixed for redemption. Except as provided above, neither the Trust nor the
Depositor shall make, or be required to make, any payment, allowance or
adjustment upon any conversion on account of any accumulated and unpaid
Distributions accrued on the Trust Securities (including Additional Amounts
and/or Liquidated Damages, if applicable) surrendered for conversion, or on
account of any accumulated and unpaid dividends, if any, on the shares of Common
Stock issued upon such conversion. The Depositor shall make no payment or
allowance for distributions on the shares of Common Stock issued upon such
conversion, except to the extent that such shares of Common Stock are held of
record on the record date for any such distributions and except as provided in
Section 13.9 of the Indenture. Trust Securities shall be deemed to have been
converted immediately prior to 5:00 p.m. (New York City time) on the day on
which a Conversion Request relating to such Trust Securities is received by the
Trust in accordance with the foregoing provisions of this Section 4.3 (the
"Conversion Date"). The Person or Persons entitled to receive the Common Stock
issuable upon conversion of the Debentures shall be treated for all purposes as
the record holder or holders of such Common Stock at such time. As promptly as
practicable on or after the Conversion Date, the Depositor shall issue and
deliver at the office of the Conversion Agent a certificate or certificates for
the number of full shares of Common Stock issuable upon such conversion,
together with the cash payment, if any, in lieu of any fraction of any share to
the Person or Persons entitled to receive the same as provided in Section
4.3(e), unless otherwise directed by the Holder in the Conversion Request, and
the Conversion Agent shall distribute such certificate or certificates to such
Person or Persons.

                  (d) Each Holder of a Trust Security by his acceptance thereof
appoints the Bank (the "Conversion Agent") for the purpose of effecting the
conversion of Trust Securities in accordance with this Section 4.3. In effecting
the conversion and transactions described in this Section 4.3, the Conversion
Agent shall be acting as agent of the Holders directing it to effect such
conversion transactions. The Conversion Agent is hereby authorized (i) to
exchange Trust Securities from time to time for Debentures held by the Trust in
connection with the conversion of such Trust Securities in accordance with this
Section 4.3 and (ii) to convert all or a portion of the Debentures into Common
Stock and thereupon to deliver such shares of Common Stock in accordance with
the provisions of this Section 4.3 and to deliver to the Trust a new Debenture
or Debentures for any resulting unconverted principal amount.

                  (e) No fractional shares of Common Stock shall be issued as a
result of conversion, but in lieu thereof, such fractional interest shall be
paid in cash (based on the last reported sale price of the Common Stock on the
Conversion Date) by the Depositor to the Trust, which in turn shall make such
payment to the Holder or Holders of Trust Securities so converted.

                  (f) The Depositor shall at all times reserve and keep
available out of its authorized and unissued Common Stock, solely for issuance
upon the conversion of the Debentures, free from any preemptive or other similar
rights, such number of shares of Common Stock as shall from time to time be
issuable upon the conversion of all of the Debentures then outstanding.
Notwithstanding the foregoing, the Depositor shall be entitled to deliver, upon
conversion of Debentures, shares of


                                       22
<PAGE>   28

Common Stock reacquired and held in the treasury of the Depositor (in lieu of
the issuance of authorized and unissued shares of Common Stock), so long as any
such treasury shares are free and clear of all liens, charges, security
interests or encumbrances. Any shares of Common Stock issued upon conversion of
the Debentures shall be duly authorized, validly issued, fully paid and
nonassessable. The Trust shall deliver the shares of Common Stock received upon
conversion of the Debentures to the converting Holder free and clear of all
liens, charges, security interests and encumbrances, except for United States
withholding taxes. Each of the Depositor and the Trust shall prepare and shall
use its best efforts to obtain and keep in force such governmental or regulatory
permits or other authorizations as may be required by law, and shall comply with
all applicable requirements as to registration or qualification of the Common
Stock (and all requirements to list the Common Stock issuable upon conversion of
Debentures that are at the time applicable), in order to enable the Depositor to
lawfully issue Common Stock to the Trust upon conversion of the Debentures and
the Trust to lawfully deliver the Common Stock to each Holder upon conversion of
the Trust Securities.

                  (g) The Depositor will pay any and all taxes that may be
payable in respect of the issue or delivery of shares of Common Stock on
conversion of Debentures and the delivery of the shares of Common Stock by the
Trust upon conversion of the Trust Securities. The Depositor shall not, however,
be required to pay any tax that may be payable in respect of any transfer
involved in the issue and delivery of shares of Common Stock in a name other
than that in which the Trust Securities so converted were registered, and no
such issue or delivery shall be made unless and until the person requesting such
issue has paid to the Trust the amount of any such tax or has established to the
satisfaction of the Trust that such tax has been paid.

                  (h) Nothing in this Section 4.3 shall limit the requirement of
the Trust to withhold taxes pursuant to the terms of the Trust Securities or as
set forth in this Trust Agreement or otherwise require the Property Trustee or
the Trust to pay any amount on account of such withholdings.

                  SECTION 4.4. SUBORDINATION OF COMMON SECURITIES.

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

                                       23
<PAGE>   29

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

                  SECTION 4.5. PAYMENT PROCEDURES.

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

                  SECTION 4.6. TAX RETURNS AND REPORTS.

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

                  SECTION 4.7. PAYMENT OF EXPENSES OF TRUST.

                  Pursuant to Section 10.6 of the Indenture, the Depositor, as
borrower, has agreed to pay to the Trust, and reimburse the Trust for, the full
amount of any costs, expenses or liabilities of the Trust (other than
obligations of the Trust to pay the Holders of any Preferred Securities or other
similar interests in the Trust the amounts due such Holders pursuant to the
terms of the Preferred Securities or such other similar interests, as the case
may be), including any taxes, duties or other governmental charges of whatever
nature (other than withholding taxes) imposed on the Trust by the United States
or any other taxing authority. Such payment obligation includes any such costs,
expenses or liabilities of the Trust that are required by applicable law to be
satisfied in connection with a termination of the Trust.

                                       24
<PAGE>   30

                  SECTION 4.8. PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT
ACTIONS.


                  Any amount payable hereunder to any Holder of Preferred
Securities shall be reduced by the amount of any corresponding payment such
Holder (or an Owner with respect to the Holder's Preferred Securities) has
directly received pursuant to Section 5.8 of the Indenture or Section 5.17 of
this Trust Agreement.

                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

                  SECTION 5.1. INITIAL OWNERSHIP.

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

                  SECTION 5.2. TRUST SECURITIES CERTIFICATES.

                  The Trust Securities Certificates shall be issued in minimum
denominations of $50 Liquidation Amount and integral multiples of $50 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
and, if executed on behalf of the Trust by facsimile, countersigned by a
transfer agent or its agent. The Preferred Securities Certificates shall be
authenticated by the Property Trustee by manual or facsimile signature of an
authorized signatory thereof and, if executed by such authorized signatory of
the Property Trustee by facsimile, countersigned by a transfer agent or its
agent. Trust Securities Certificates bearing the manual signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust or the Property Trustee or, if
executed on behalf of the Trust or the Property Trustee by facsimile,
countersigned by a transfer agent or its agent, shall be validly issued and
entitled to the benefits of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
delivery of such Trust Securities Certificates or did not hold such offices at
the date of delivery of such Trust Securities Certificates. A transferee of a
Trust Securities Certificate shall become a Holder, and shall be entitled to the
rights and subject to the obligations of a Holder hereunder, upon due
registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 5.4, 5.12 and 5.15.

                  SECTION 5.3. EXECUTION AND DELIVERY OF TRUST SECURITIES
CERTIFICATES.

                  On the Closing Date, (i) the Administrative Trustees shall
cause Trust Securities Certificates, in an aggregate Liquidation Amount as
provided in, or determined in accordance with, Sections 2.4 and 2.5, to be
executed on behalf of the Trust and delivered to or upon the written order of
the Depositor, signed by its chairman of the board, its president, any executive
vice president or any vice president and its treasurer or assistant treasurer or
controller without further


                                       25
<PAGE>   31

corporate action by the Depositor, in authorized denominations and (ii) the
Property Trustee shall authenticate the Preferred Securities Certificates in
accordance with an order of the Depositor.

                  SECTION 5.4. REGISTRATION OF TRANSFER AND EXCHANGE OF
PREFERRED SECURITIES.


                  (a) Trust Securities may only be transferred, in whole or in
part, in accordance with the terms and conditions set forth in this Trust
Agreement and in the terms of the Preferred Securities. Any transfer or
purported transfer of any Trust Security not made in accordance with this Trust
Agreement shall, to the fullest extent permitted by applicable law, be null and
void.

                  (b) Upon issuance of the Common Securities, the Depositor
shall acquire and retain beneficial and record ownership of the Common
Securities and, for so long as the Preferred Securities remain outstanding, the
Depositor shall maintain 100% ownership of the Common Securities, provided that
any permitted successor of the Depositor under the Indenture may succeed to the
Depositor's ownership of the Common Securities; and provided further, that the
Depositor and any wholly-owned subsidiary may transfer Common Securities to the
Depositor or wholly-owned subsidiary of the Depositor or any entity owning all
of the outstanding Common Stock of the Depositor, with any such transfer being
subject to the condition precedent that the transferor obtain Opinion of Counsel
that such transfer would not cause more than an insubstantial risk that:

                           (i)  the Trust would not be classified for United
         States federal income tax purposes as a grantor trust; or

                           (ii) the Trust would be an investment company
         required to register under the Investment Company Act or the transferee
         would become an investment company required to register under the
         Investment Company Act.


                  (c) Subject to this Article 5, Preferred Securities shall be
freely transferable; provided that, any Holder which is a BHCA Person shall be
subject to the restrictions set forth in Section 4.3(a) hereof.

                  (d) The Trust shall not be required (i) to issue, register the
transfer of or exchange any Preferred Securities during a period beginning at
the opening of business 15 days before the day of any selection of Preferred
Securities for redemption and ending at the close of business on the earliest
date on which the relevant notice of redemption is deemed to have been given to
all Holders of Preferred Securities to be redeemed, or (ii) to register the
transfer or exchange of any Preferred Security so selected for redemption in
whole or in part, except the unredeemed portion of any Preferred Security being
redeemed in part. Furthermore, the Trust shall refuse to register any transfer
of any Preferred Security (and the Depositor shall refuse to register any
transfer of Common Stock issued upon the conversion or exchange of a Preferred
Security) if such transfer is not made pursuant to registration under the
Securities Act or pursuant to Rule 144A or Regulation S under the Securities Act
or pursuant to another available exemption from registration.

                  (e) Each Trust Security that bears or is required to bear the
legend set forth in this Section 5.4(e) (a "Transfer Restricted Security") shall
be subject to the restrictions on transfer provided in the legend set forth in
this Section 5.4(e), unless such restrictions on transfer shall be waived by the
written consent of the Administrative Trustees, and the Holder of each Transfer

                                       26
<PAGE>   32

Restricted Security, by such Holder's acceptance thereof, agrees to be bound by
such restrictions on transfer. As used in this Section 5.4, the term "transfer"
encompasses any sale, pledge, transfer or other disposition of any Transfer
Restricted Security.

                  Prior to the Resale Restriction Termination Date, any
certificate representing Preferred Securities shall bear the following legend
(unless such Preferred Securities have been sold pursuant to a registration
statement that has been declared effective under the Securities Act):

                           THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
                  UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
                  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
                  MAY BE REOFFERED, RESOLD, ASSIGNED, TRANSFERRED, PLEDGED,
                  ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
                  REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
                  SUBJECT TO, SUCH REGISTRATION. THE HOLDER HEREOF MAY NOT
                  ENGAGE IN HEDGING TRANSACTIONS IN THIS SECURITY UNLESS SUCH
                  TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

                           THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
                  AGREES TO OFFER, RESELL OR OTHERWISE TRANSFER SUCH SECURITY,
                  PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
                  WHICH IS THE LATER OF (X) TWO YEARS AFTER THE LATER OF THE
                  ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
                  COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
                  SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), AND (Y) SUCH
                  LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW ONLY
                  (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
                  THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)
                  FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT
                  TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
                  "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER
                  THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
                  THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
                  IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
                  UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE
                  SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT, SUBJECT TO THE COMPANY'S AND THE TRANSFER AGENT'S RIGHT
                  PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
                  (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
                  CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
                  THEM. THIS LEGEND WILL BE


                                       27
<PAGE>   33

                  REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
                  RESTRICTION TERMINATION DATE. ANY TRANSFER OF THIS SECURITY IS
                  REQUIRED TO BE MADE IN COMPLIANCE WITH THE APPLICABLE STATE
                  SECURITIES LAWS AND APPLICABLE SECURITIES LAWS OF OTHER
                  JURISDICTIONS.

                           EACH PURCHASER OR HOLDER OF THE SECURITY EVIDENCED
                  HEREBY WILL BE DEEMED TO HAVE REPRESENTED EITHER THAT (A) IT
                  IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO PART 4 OF SUBTITLE
                  B OF TITLE I OF ERISA OR A PLAN DESCRIBED IN SECTION 4975 OF
                  THE CODE OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE
                  ASSETS OF ANY SUCH ERISA PLAN OR OTHER PLAN OR (B) ITS
                  ACQUISITION, HOLDING AND DISPOSITION OF THE SECURITY EVIDENCED
                  HEREBY WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER
                  SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE BY REASON OF
                  PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 91-38, PTCE
                  84-14, PTCE 90-1, PTCE 95-60 OR PTCE 96-23.

                           THE HOLDER OF THIS SECURITY AGREES THAT IT WILL
                  DELIVER TO EACH PERSON TO WHOM THIS CAPITAL SECURITY IS
                  TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
                  LEGEND.


Any global security issued hereunder shall, in addition to the provisions set
forth above contain a legend in substantially the following form:

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

                           UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
                  STREET, NEW YORK) TO CAREMARK RX, INC. OR ITS AGENT FOR
                  REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
                  SECURITY ISSUED IS REGISTERED IN THE


                                       28
<PAGE>   34

                  NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
                  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
                  ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
                  OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
                  WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
                  HAS AN INTEREST HEREIN.

                  Following the Resale Restriction Termination Date, any Trust
Security or security issued in exchange or substitution therefor (other than (i)
Trust Securities acquired by the Depositor or any Affiliate of the Depositor and
(ii) Common Stock issued upon the conversion or exchange of any Trust Security
described in clause (i) above) may, upon surrender of such Trust Security for
exchange to any Administrator on behalf of the Trust in accordance with the
provisions of this Section 5.4, be exchanged for a new Trust Security or Trust
Securities, of like tenor and aggregate liquidation amount, which shall not bear
the restrictive legend required by this Section 5.4(e).

                  (f) Any Preferred Security or Common Stock issued upon the
conversion or exchange of a Preferred Security that, prior to the Resale
Restriction Termination Date, is purchased or owned by the Depositor or any
Affiliate thereof may not be resold by the Depositor or such Affiliate unless
registered under the Securities Act or resold pursuant to an exemption from the
registration requirements of the Securities Act in a transaction that results in
such Preferred Securities or Common Stock, as the case may be, no longer being
"restricted securities" (as defined under Rule 144).

                  SECTION 5.5. TRANSFER OF CERTIFICATES.

                  The Trust shall maintain an office or agency in The City of
New York or Wilmington, Delaware where Securities may be presented for transfer,
exchange or conversion. The Trust shall keep or cause to be kept at such office
or agency a register for the purpose of registering Preferred Securities and
transfers and exchanges of Preferred Securities (the "Securities Register"),
such register to be held by a registrar (the "Securities Registrar"). The
Securities Registrar shall provide for the registration of Trust Securities
Certificates and of transfers of Trust Securities Certificates, which will be
effected without charge, but only upon payment (with such indemnity as the
Securities Registrar may require) in respect of any tax or other government
charges that may be imposed in relation to it. Upon surrender for registration
of transfer of any Trust Securities Certificate, the Trust shall cause one or
more new Trust Securities Certificates to be issued in the name of the
designated transferee or transferees. Every Trust Securities Certificate
surrendered for registration of transfer shall be accompanied by a written
instrument of transfer in the form attached hereto as Exhibit E and which is
satisfactory to the Securities Registrar and duly executed by the Holder or such
Holder's attorney duly authorized in writing. Each Trust Securities Certificate
surrendered for registration of transfer shall be canceled by the Securities
Registrar. A transferee of a Trust Securities Certificate shall be entitled to
the rights and subject to the obligations of a Holder hereunder upon the receipt
by such transferee of a Trust Securities Certificate. By acceptance of a Trust
Securities Certificate, each transferee shall be deemed to have agreed to be
bound by this Trust Agreement.

                                       29
<PAGE>   35

                  SECTION 5.6. DEEMED HOLDERS.

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

                  SECTION 5.7. ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES.

                  Each Holder and each Owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

                  SECTION 5.8. MAINTENANCE OF OFFICE OR AGENCY.

                  The Administrative Trustees shall maintain an office or
offices or agency or agencies where Trust Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Administrative Trustees initially designate the corporate
trust office of Wilmington Trust Company, a Delaware banking Corporation, Attn:
Corporate Trust Department, as their principal corporate trust office for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor, the Property Trustee and to the Holders of any change in the location
of the Securities Register or any such office or agency.

                  SECTION 5.9. APPOINTMENT OF PAYING AGENT.

                  The Paying Agent shall make Distributions to Holders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Bank and any co-paying agent chosen by the Bank and
acceptable to the Administrative Trustees and the Depositor. Any Person acting
as Paying Agent shall be permitted to resign as Paying Agent upon 30 days'
written notice to the Administrative Trustees, the Property Trustee and the
Depositor. In the event that the Bank shall no longer be the Paying Agent or a
successor Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor that is acceptable to the
Property Trustee and the Depositor to act as Paying Agent (which shall be a bank
or trust company). The Administrative Trustees shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the


                                       30
<PAGE>   36


Trustees that, as Paying Agent, such successor Paying Agent or additional Paying
Agent will hold all sums, if any, held by it for payment to the Holders in trust
for the benefit of the Holders entitled thereto until such sums shall be paid to
such Holders. The Paying Agent shall return all unclaimed funds to the Property
Trustee and upon resignation or removal of a Paying Agent such Paying Agent
shall also return all funds in its possession to the Property Trustee. The
provisions of Sections 8.1, 8.3 and 8.6 shall apply to the Bank also in its role
as Paying Agent, for so long as the Bank shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder. Any Paying
Agent shall be bound by the requirements of the Trust Indenture Act with respect
to paying agents of securities. Any reference in this Trust Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise. The Paying Agent shall be entitled to the rights and protections
extended to the Property Trustee when acting in such capacity.

                  SECTION 5.10. APPOINTMENT OF CONVERSION AGENT.

                  The Conversion Agent shall convert the Trust Securities of the
Holders in accordance with Section 4.3. The Administrative Trustees may revoke
such power and remove the Conversion Agent if such Trustees determine in their
sole discretion that the Conversion Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Conversion
Agent shall initially be the Bank. Any Person acting as Conversion Agent shall
be permitted to resign as Conversion Agent upon 30 days' written notice to the
Administrative Trustees, the Property Trustee and the Depositor. In the event
that the Bank shall no longer be the Conversion Agent or a successor Conversion
Agent shall resign or its authority to act be revoked, the Administrative
Trustees shall appoint a successor (which shall be a bank or trust company) that
is acceptable to the Property Trustee and the Depositor to act as Conversion
Agent. The provisions of Sections 8.1, 8.3 and 8.6 shall apply to the Bank also
in its role as Conversion Agent for so long as the Bank shall act as Conversion
Agent and, to the extent applicable, to any other conversion agent appointed
hereunder. Any Conversion Agent shall be bound by the requirements with respect
to conversion agents of securities issued pursuant to the Trust Indenture Act.
Any reference in this Trust Agreement to the Conversion Agent shall include any
co-paying agent unless the context requires otherwise. The Conversion Agent
shall be entitled to the rights and protections extended to the Property Trustee
when acting in such capacity.

                  SECTION 5.11. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

                          (i) On the Closing Date, the Depositor shall acquire
         and retain beneficial and record ownership of the Common Securities. To
         the fullest extent permitted by law, other than a transfer in
         connection with a consolidation or merger of the Depositor into another
         Person, or any conveyance, transfer or lease by the Depositor of its
         properties and assets substantially as an entirety to any Person,
         pursuant to Section 8.1 of the Indenture, any attempted transfer of the
         Common Securities shall be void. The Administrative Trustees shall
         cause each Common Securities Certificate issued to the Depositor to
         contain a legend stating:

                           "THIS CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON,
                           EXCEPT THAT THE HOLDER AND ANY WHOLLY-OWNED
                           SUBSIDIARY MAY TRANSFER THIS SECURITY TO THE HOLDER
                           OR A WHOLLY-OWNED SUBSIDIARY OF THE HOLDER OR ANY

                                       31
<PAGE>   37

                           ENTITY OWNING ALL OF THE OUTSTANDING COMMON STOCK OF
                           THE HOLDER, SUBJECT TO RECEIPT BY THE TRUST OF AN
                           OPINION OF COUNSEL THAT SUCH TRANSFER WOULD NOT CAUSE
                           MORE THAN AN INSUBSTANTIAL RISK THAT (I) THE TRUST
                           WOULD NOT BE CLASSIFIED FOR UNITED STATES FEDERAL
                           INCOME TAX PURPOSES AS A GRANTOR TRUST; OR (II) THE
                           TRUST WOULD BE AN INVESTMENT COMPANY REQUIRED TO
                           REGISTER UNDER THE INVESTMENT COMPANY ACT OR THE
                           TRANSFEREE WOULD BECOME AN INVESTMENT COMPANY
                           REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY
                           ACT."

                  SECTION 5.12. BOOK ENTRY INTERESTS.

                  (a) So long as Preferred Securities are eligible for
book-entry settlement with the Clearing Agency or unless otherwise required by
law, all Preferred Securities that are so eligible may be represented by one or
more fully registered Preferred Securities Certificates (each a "Global
Preferred Securities Certificate") in global form to be delivered to the
Clearing Agency, by, or on behalf of, the Trust. Such Global Preferred
Securities Certificates shall initially be registered on the books and records
of the Trust in the name of Cede & Co., the nominee of DTC, and no Owner will
receive a definitive Preferred Securities Certificate representing such Owner's
interests in such Global Preferred Securities Certificates, except as provided
in Section 5.15 below. The transfer and exchange of beneficial interests in any
such Preferred Security in global form shall be effected through the Clearing
Agency in accordance with this Trust Agreement and the procedures of the
Clearing Agency therefor.

                  (b) Any Global Preferred Securities Certificate may be
endorsed with or have incorporated in the text thereof such legends or recitals
or changes not inconsistent with the provisions of this Trust Agreement as may
be required by the Clearing Agency, by any national securities exchange or by
the National Association of Securities Dealers, Inc. in order for the Preferred
Securities to be tradeable on the PORTAL Market or as may be required for the
Preferred Securities to be tradeable on any other market developed for trading
of securities pursuant to Rule 144A or required to comply with any applicable
law or any regulation thereunder or with the rules and regulations of any
securities exchange upon which the Preferred Securities may be listed or traded
or to conform with any usage with respect thereto, or to indicate any special
limitations or restrictions to which any particular Preferred Securities are
subject.

                  (c) Unless and until definitive, fully registered Preferred
Securities Certificates represented by a Global Preferred Securities Certificate
pursuant to Section 5.15 have been issued to the Owners:

                           (i)  the provisions of this Section 5.12 shall be in
         full force and effect with respect to such Preferred Securities;

                           (ii) the Trust and the Trustees shall be entitled to
         deal with the Clearing Agency for all purposes of this Trust Agreement
         (including the payment of Distributions on the Global Preferred
         Securities Certificates and receiving approvals, votes or consents


                                       32
<PAGE>   38

         hereunder) as the Holder of such Preferred Securities and the sole
         holder of the Global Preferred Securities Certificates and shall have
         no obligation to the Owners;

                           (iii) to the extent that the provisions of this
         Section 5.12 conflict with any other provisions of this Trust
         Agreement, the provisions of this Section 5.12 shall control; and

                           (iv)  the rights of the Owners shall be exercised
         only through the Clearing Agency and shall be limited to those
         established by law and agreements between such Owners and the Clearing
         Agency and/or the Clearing Agency Participants.


                  (d) Notwithstanding any other provisions of this Trust
Agreement, a Preferred Security represented by a Global Preferred Securities
Certificate may not be transferred as a whole except by the Clearing Agency to a
nominee of the Clearing Agency or by a nominee of the Clearing Agency to the
Clearing Agency or another nominee to a successor Clearing Agency or a nominee
of such successor Clearing Agency.

                  SECTION 5.13. NOTICES TO CLEARING AGENCY.

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

                  SECTION 5.14. APPOINTMENT OF SUCCESSOR CLEARING AGENCY.

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

                  SECTION 5.15. DEFINITIVE PREFERRED SECURITIES UNDER CERTAIN
CIRCUMSTANCES.

                  (a) If:

                           (i)  a Clearing Agency elects to discontinue its
         services as securities depositary with respect to the Preferred
         Securities and a successor Clearing Agency is not appointed within 90
         days after such discontinuance pursuant to Section 5.14; or

                           (ii) the Administrative Trustees elect after
         consultation with the Depositor to terminate the book entry system
         through the Clearing Agency with respect to the Preferred Securities in
         global form,

then:

                  (A) definitive Preferred Securities Certificates shall be
         prepared by the Administrative Trustees on behalf of the Trust with
         respect to such Preferred Securities; and

                                       33
<PAGE>   39

                  (B) upon surrender of the Global Preferred Securities
         Certificates by the Clearing Agency, accompanied by registration
         instructions, the Administrative Trustees shall cause definitive Global
         Preferred Securities Certificates to be delivered to Owners of such
         Preferred Securities in accordance with the instructions of the
         Clearing Agency. Neither the Trustees nor the Trust shall be liable for
         any delay in delivery of such instructions and each of them may
         conclusively rely on and shall be protected in relying on, said
         instructions of the Clearing Agency. The definitive Preferred
         Securities Certificates shall be printed, lithographed or engraved or
         may be produced in any other manner as is reasonably acceptable to the
         Administrative Trustees, as evidenced by their execution thereof, and
         may have such letters, numbers or other marks of identification or
         designation and such legends or endorsements as the Administrative
         Trustees may deem appropriate, or as may be required to comply with any
         law or with any rule or regulation made pursuant thereto or with any
         rule or regulation of any stock exchange on which Preferred Securities
         may be listed, or to conform to usage.

                  (b) At such time as all interests in a Global Preferred
Securities Certificate have been redeemed, converted, exchanged, repurchased or
canceled, such Global Preferred Securities Certificate shall be, upon receipt
thereof, canceled by the Trust in accordance with standing procedures and
instructions of the Clearing Agency.

                  SECTION 5.16. MUTILATED, DESTROYED, LOST OR STOLEN TRUST
SECURITIES CERTIFICATES.

                  If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate, and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute by manual or facsimile signature and, if executed on behalf
of the Trust by facsimile signature, such certificate shall be countersigned by
a transfer agent, 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 5.16, the Administrative Trustees or the Securities Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith. Any duplicate Trust
Securities Certificate issued pursuant to this Section 5.16 shall constitute
conclusive evidence of an undivided beneficial interest in the Trust Property,
as if originally issued, whether or not the lost, stolen or destroyed Trust
Securities Certificate shall be found at any time.

                  SECTION 5.17. RIGHTS OF HOLDERS.

                  (a) The legal title to the Trust Property is vested
exclusively in the Property Trustee (in its capacity as such) in accordance with
Section 2.10, and the Holders 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

                                       34
<PAGE>   40

shall be personal property giving only the rights specifically set forth therein
and in this Trust Agreement. The Trust Securities shall have no preemptive or
similar rights and when issued and delivered to Holders against payment of the
purchase price therefor shall be fully paid and nonassessable by the Trust. The
Holders of the Preferred Securities, in their capacities as such, shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.

                  (b) For so long as any Preferred Securities remain
Outstanding, if, upon a Indenture Event of Default, the Indenture Trustee fails
or the holders of not less than 25% in principal amount of the outstanding
Debentures fail to declare the principal of all of the Debentures to be
immediately due and payable, the Holders of at least 25% in Liquidation Amount
of the Preferred Securities then Outstanding shall have such right by a notice
in writing to the Depositor and the Indenture Trustee; and upon any such
declaration such principal amount of and the accrued interest on all of the
Debentures shall become immediately due and payable as set forth in the
Indenture, provided that the payment of principal and interest on such
Debentures shall remain subordinated to the extent provided in the Indenture. At
any time after such a declaration of acceleration with respect to the Debentures
has been made and before a judgment or decree for payment of the money due has
been obtained by the Indenture Trustee as described in the Indenture, the
Holders of a majority in Liquidation Amount of the Preferred Securities, by
written notice to the Property Trustee, the Depositor and the Indenture Trustee,
may rescind and annul such declaration and its consequences if: (i) the
Depositor has paid or deposited with the Indenture Trustee a sum sufficient to
pay (A) all overdue installments of interest (including any Additional Interest
(as defined in the Indenture)) on all of the Debentures, (B) the principal of
any Debentures which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Debentures and (C)
all sums paid or advanced by the Indenture Trustee under the Indenture and the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and the Property Trustee, their agents and counsel; and (ii) all Events
of Default with respect to the Debentures, other than the non-payment of the
principal of the Debentures which has become due solely by such acceleration,
have been cured or waived as provided in Section 5.13 of the Indenture.

                  (c) The Holders of a majority in aggregate Liquidation Amount
of the Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default under the Indenture, except a default in the
payment of principal or interest (unless all Events of Default with respect to
the Debentures, other than the non-payment of the principal of the Debentures
which has become due solely by such acceleration, have been cured or annulled as
provided in Section 5.13 of the Indenture and the Depositor has paid or
deposited with the Indenture Trustee a sum sufficient to pay all overdue
installments of interest (including any Additional Interest) on the Debentures,
the principal of any Debentures which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate borne by the
Debentures, and all sums paid or advanced by the Indenture Trustee under the
Indenture and the reasonable compensation, expenses, disbursements and advances
of the Indenture Trustee and the Property Trustee, their agents and counsel) or
a default in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the consent of the holder of each outstanding
Debenture. No such rescission shall affect any subsequent default or impair any
right consequent thereon.

                                       35
<PAGE>   41

                  (d) Upon receipt by the Property Trustee of written notice
declaring such an acceleration, or rescission and annulment thereof, by Holders
of the Preferred Securities all or part of which is represented by Book-Entry
Preferred Securities Certificates, a record date shall be established for
determining Holders of Outstanding Preferred Securities entitled to join in such
notice, which record date shall be at the close of business on the day the
Property Trustee receives such notice. The Holders of Outstanding Preferred
Securities on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such notice, whether or not such Holders
remain Holders after such record date; provided, that, unless such declaration
of acceleration, or rescission and annulment, as the case may be, shall have
become effective by virtue of the requisite percentage having joined in such
notice prior to the day which is 90 days after such record date, such notice of
declaration of acceleration, or rescission and annulment, as the case may be,
shall automatically and without further action by any Holder be canceled and of
no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice that has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 5.17(d).

                  (e) Without limiting the generality of the foregoing, the
Holders of a majority in aggregate Liquidation Amount of the Preferred
Securities will have the right to appoint a Special Administrative Trustee under
the circumstances described in Section 6.1(d), who shall have the same rights,
powers and privileges as the other Administrative Trustees.

                  (f) For so long as any Preferred Securities remain
Outstanding, to the fullest extent permitted by law and subject to the terms of
this Trust Agreement and the Indenture, upon an Indenture Event of Default
specified in Section 5.1(1) or 5.1(2) of the Indenture, any Holder of Preferred
Securities shall have the right to institute a proceeding directly against the
Depositor, pursuant to Section 5.8 of the Indenture, for enforcement of payment
to such Holder of the principal amount of or interest on Debentures having a
principal amount equal to the Liquidation Amount of the Preferred Securities of
such Holder (a "Direct Action"). Except as set forth in this Section 5.17, the
Holders of Preferred Securities shall have no right to exercise directly any
right or remedy available to the holders of, or in respect of, the Debentures.

                  SECTION 5.18. CUSIP NUMBERS.

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

                                       36
<PAGE>   42

                                   ARTICLE VI

                        ACTS OF HOLDERS; MEETINGS; VOTING

                  SECTION 6.1. LIMITATIONS ON VOTING RIGHTS.

                  (a) Except as provided in this Section 6.1, in Sections 5.17,
8.10 and 11.3 of the Trust Agreement and as otherwise required by law, no Holder
of Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Holders from time to time as partners or members of an
association.

                  (b) So long as any Debentures are held by the Property
Trustee, the Trustees, without obtaining the prior approval of the Holders of at
least a majority in Liquidation Amount of all Outstanding Preferred Securities,
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 Debentures; (ii)
waive any past default which is waiveable under Section 5.13 of the Indenture;
(iii) exercise any right to rescind or annul a declaration that the principal of
all the Debentures shall be due and payable; or (iv) consent to any amendment,
modification or termination of the Indenture or the Debentures, where such
consent shall be required; provided, however, that where a consent under the
Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior written consent of each Holder of Preferred Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of Preferred Securities, except by a subsequent vote of the Holders of Preferred
Securities. The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of default received from the Indenture Trustee with
respect to the Debentures. In addition to obtaining the foregoing approvals of
the Holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Administrative Trustees shall, at the expense of the Depositor,
obtain an Opinion of Counsel experienced in such matters to the effect that such
action shall not cause the Trust to fail to be classified as a grantor trust for
United States federal income tax purposes.

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

                  (d) If (i) the Trust fails to pay Distributions in full on the
Preferred Securities for six consecutive quarterly distribution periods, or (ii)
a Trust Agreement Event of Default occurs

                                       37
<PAGE>   43

and is continuing (each, an "Appointment Event"), then the holders of the
Preferred Securities, acting as a single class, will be entitled by the majority
vote of such holders to appoint a Special Administrative Trustee. For purposes
of determining whether the Trust has failed to pay Distributions in full for six
consecutive quarterly distribution periods, Distributions shall be deemed to
remain in arrears, notwithstanding any payments in respect thereof, until full
cumulative Distributions have been or contemporaneously are paid with respect to
all quarterly distribution periods terminating on or prior to the date of
payment of such cumulative distributions. Any holder of Preferred Securities
(other than the Depositor or any of its affiliates) shall be entitled to
nominate any person to be appointed as Special Administrative Trustee. Not later
than 30 days after such right to appoint a Special Administrative Trustee
arises, the Administrative Trustees shall convene a meeting of the holders of
Preferred Securities for the purpose of appointing a Special Administrative
Trustee. If the Administrative Trustees fail to convene such meeting within such
30-day period, the holders of not less than 10% of the aggregate stated
liquidation amount of the outstanding Preferred Securities will be entitled to
convene such meeting. The provisions of this Agreement relating to the convening
and conduct of the meetings of the holders will apply with respect to any such
meeting. Any Special Administrative Trustee so appointed shall cease to be a
Special Administrative Trustee if the Appointment Event pursuant to which the
Special Administrative Trustee was appointed and all other Appointment Events
cease to be continuing.

                  SECTION 6.2. NOTICE OF MEETINGS.

                  Notice of all meetings of the Holders, stating the time, place
and purpose of the meeting, shall be given by the Property Trustee pursuant to
Section 11.9 to each Holder of record, at his registered address, at least 15
days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice.

                  SECTION 6.3. MEETINGS OF HOLDERS.

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

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

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

                                       38
<PAGE>   44

                  SECTION 6.4. VOTING RIGHTS.

                  Holders shall be entitled to one vote for each $50 of
Liquidation Amount represented by their Trust Securities in respect of any
matter as to which such Holders are entitled to vote.

                  SECTION 6.5. PROXIES, ETC.

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

                  SECTION 6.6. HOLDER ACTION BY WRITTEN CONSENT.

                  Any action which may be taken by Holders at a meeting may be
taken without a meeting if Holders holding a majority of all Outstanding Trust
Securities (based upon their Liquidation Amount) entitled to vote in respect of
such action (or such larger proportion thereof as shall be required by any
express provision of this Trust Agreement) shall consent to the action in
writing. Prompt notice of the action taken shall be given by the Holders to the
Property Trustee and the Depositor, and the Property Trustee shall give notice
within 90 days of its receipt thereof by regular mail to all Holders entitled to
vote who have not consented in writing.

                  SECTION 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES.

                  For the purposes of determining the Holders 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 Holders or the payment of
a Distribution or other action, as the case may be, as a record date for the
determination of the identity of the Holders of record for such purposes.

                  SECTION 6.8. ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Trust Agreement to
be given, made or taken by Holders or Owners may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders or
Owners in person or by an agent duly appointed in writing; and,

                                       39
<PAGE>   45

except as otherwise expressly provided herein, such action shall become
effective when such instrument or instruments are delivered to an Administrative
Trustee. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
or Owners signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor
of the Trustees, if made in the manner provided in this Section 6.8.

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

                  (c) The ownership of Preferred Securities shall be proved by
the Securities Register.

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

                  (e) Without limiting the foregoing, a Holder 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.

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

                  SECTION 6.9. INSPECTION OF RECORDS.

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

                                       40
<PAGE>   46

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 7.1. REPRESENTATIONS AND WARRANTIES OF PROPERTY
TRUSTEE AND DELAWARE TRUSTEE.

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

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

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

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

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

                  (e) this Trust Agreement has been duly authorized, executed
and delivered by the Property Trustee and, assuming due authorization, execution
and delivery by the other parties hereto, 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;

                  (f) the execution, delivery and performance of this Trust
Agreement has been duly authorized by all necessary corporate or other action on
the part of the Property Trustee does not require any approval of stockholders
of the Property Trustee and such execution, delivery and performance will not
(i) violate the charter or by-laws of the Property Trustee, (ii) violate any
provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of, any Lien on any properties
included in the Trust Property (other than as contemplated by this Trust
Agreement) pursuant to the provisions of, any indenture, mortgage, credit
agreement, license or other agreement or instrument to which the Property
Trustee is a party or by which it is bound, or (iii) violate any law,
governmental rule or regulation of the State of Delaware, as the case may be,
governing the banking, trust or general powers of the Property Trustee (as
appropriate in context) or any order, judgment or decree applicable to the
Property Trustee;

                  (g) neither the authorization, execution or delivery by the
Property Trustee of this Trust Agreement nor the consummation of any of the
transactions by the Property Trustee contemplated herein or therein requires the
consent or approval of, the giving of notice to, the registration with or the
taking of any other action with respect to any governmental authority or

                                       41
<PAGE>   47

agency under any existing law or regulation or Delaware law governing the
banking, trust or general powers of the Property Trustee, as the case may be;
and

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

                                  ARTICLE VIII

                                  THE TRUSTEES

                  SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a) The duties and responsibilities of the Trustees shall be
as provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, 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 8.1. Nothing in this Trust Agreement shall be construed to release an
Administrative Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct. To the extent that, at
law or in equity, an Administrative Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Trust or to the Holders, such
Administrative Trustee shall not be liable to the Trust or to any Holder for
such Trustee's good faith reliance on the provisions of this Trust Agreement.
The provisions of this Trust Agreement, to the extent that they restrict the
duties and liabilities of the Administrative Trustees otherwise existing at law
or in equity, replace such other duties and liabilities of the Administrative
Trustees.

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

                                       42
<PAGE>   48

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

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

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

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

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

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



                  SECTION 8.2. CERTAIN NOTICES.

                  (a) Within ten Business Days after the occurrence of any Event
of Default actually known to the Property Trustee, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 11.9, notice of
such Event of Default to the Holders, the Administrative Trustees and the
Depositor, unless such Event of Default shall have been cured or waived.

                  (b) Within five Business Days after the receipt of notice of
the Depositor's exercise of its right to defer the payment of interest on the
Debentures pursuant to the Indenture, the Administrative Trustee shall transmit,
in the manner and to the extent provided in Section 11.9, notice of such
exercise to the Holders and the Property Trustee, unless such exercise shall
have been revoked.

                                       43
<PAGE>   49

                  SECTION 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

                  Subject to the provisions of Section 8.1:

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

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

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

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

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

                  (f) the Property Trustee may consult with counsel of its
selection (which counsel may be counsel to the Depositor or any of its
Affiliates, and may include any of its employees) and the advice of such counsel
shall be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon
and in accordance with such advice; and the Property Trustee shall have the
right at any time to seek

                                       44
<PAGE>   50



instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;

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

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

                  (i) the Property Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through its agents 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;

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

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

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

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

                                       45
<PAGE>   51

                  SECTION 8.4. 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 Trust, and the Trustees do
not assume any responsibility for their correctness. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Debentures.

                  SECTION 8.5. MAY HOLD SECURITIES.

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

                  SECTION 8.6. COMPENSATION; INDEMNITY; FEES.

                  The Depositor, as borrower, agrees:

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

                  (b) except as otherwise expressly provided herein, to
reimburse the 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 its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith;
and

                  (c) to the fullest extent permitted by applicable law, to
indemnify and hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee,
(iii) any officer, director, shareholder, employee, representative or agent of
any Trustee and (iv) any employee or agent of the Trust or its Affiliates
(referred to herein as an "Indemnified Person") from and against any and all
loss, damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such Indemnified Person by reason of the creation,
operation or termination of the Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Trust Agreement, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of
negligence or willful misconduct with respect to such acts or omissions. When
the Property Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1(4) or Section 5.1(5) of the Indenture,
the expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

                                       46
<PAGE>   52

                  (d) The provisions of this Section 8.6 shall survive the
termination of this Trust Agreement.

                  (e) No Trustee may claim any lien or charge on any Trust
Property as a result of any amount due pursuant to this Section 8.6.

                  (f) The Depositor and any Trustee (in the case of the Property
Trustee, subject to Section 8.8 hereof) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Trust Securities shall have no rights by virtue of this Trust
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Trust, shall not be deemed wrongful or improper. Neither the
Depositor nor any Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and the
Depositor and any Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of Holders of, securities or other obligations
of the Depositor or its Affiliates.

                  SECTION 8.7. CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY
OF TRUSTEES.

                  (a) There shall at all times be a Property Trustee hereunder
with respect to the Trust Securities. The Property Trustee shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section 8.7, 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 VIII. The Property Trustee
may also act as the Delaware Trustee if so eligible under clause (c) of this
Section 8.7.

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

                  (c) There shall at all times be a Delaware Trustee with
respect to the Trust Securities. The Delaware Trustee shall either be (i) a
natural person who is at least 21 years of age and a resident of the State of
Delaware or (ii) a legal entity with its principal place of business in the
State of Delaware and that otherwise meets the requirements of applicable
Delaware law that shall act through one or more persons authorized to bind such
entity. The Delaware Trustee may also act as the Property Trustee if so eligible
under clause (a) if this Section 8.7.

                                       47
<PAGE>   53

                  SECTION 8.8.      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.

                  SECTION 8.9.      CO-TRUSTEES AND SEPARATE TRUSTEE.

                  (a) Unless an Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any
part of the Trust Property may at the time be located, the Depositor and the
Administrative Trustees, by agreed action of the majority of such Trustees,
shall have power to appoint, and upon the written request of the Administrative
Trustees, the Depositor shall for such purpose join with the Administrative
Trustees in the execution, delivery and performance of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the
Property Trustee either to act as co-trustee, jointly with the Property
Trustee, of all or any part of such Trust Property, or to the extent required
by law to act as separate trustee of any such property, in either case with
such powers as may be provided in the instrument of appointment, and to vest in
such Person or Persons in the capacity aforesaid, any property, title, right or
power deemed necessary or desirable, subject to the other provisions of this
Section 8.9. 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 Indenture Event of
Default has occurred and is continuing, the Property Trustee alone shall have
power to make such appointment. Any co-trustee or separate trustee appointed
pursuant to this Section 8.9 shall either be (i) a natural person who is at
least 21 years of age and a resident of the United States or (ii) a legal
entity with its principal place of business in the United States that shall act
through one or more persons authorized to bind such entity. Should any written
instrument from the Depositor be required by any co-trustee or separate trustee
so appointed for more fully confirming to such co-trustee or separate trustee
such property, title, right, or power, any and all such instruments shall, on
request, be executed, acknowledged and delivered by the Depositor.

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

                           (i)   The Trust Securities shall be executed 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
         specified hereunder shall be exercised solely by such Trustees and not
         by such co-trustee or separate trustee.

                           (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-trustee or separate trustee jointly, as
         shall be provided in the instrument appointing such co-trustee or
         separate trustee, except to the extent that under any law of any
         jurisdiction in which any particular act is to be performed, the
         Property Trustee shall be incompetent or unqualified to perform such
         act, in which event


                                      48
<PAGE>   54

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

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

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

                  SECTION 8.10.     RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.

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

                  (b) Subject to Section 8.10(a), 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 Relevant Trustee may petition, at the
expense of the Trust, any court of competent jurisdiction for the appointment
of a successor Relevant Trustee.

                  (c) Unless an Indenture Event of Default shall have occurred
and be continuing, any Trustee may be removed at any time by Act of the Holders
of Common Securities (which such removal shall not constitute an amendment of
this Trust Agreement). If an Indenture Event of Default shall have occurred and
be continuing, the Property Trustee may be removed at such time by Act of the
Holders of a majority in Liquidation Amount of the Preferred Securities,
delivered to the Relevant Trustee (in its individual capacity and on behalf of
the Trust). An Administrative Trustee may be removed by the Holder of Common
Securities at any time. If the instrument of acceptance by the successor
Trustee required by Section 8.11 shall not have been delivered to the Relevant
Trustee within 30 days after such removal, the Relevant Trustee may petition,
at the


                                      49
<PAGE>   55

expense of the Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

                  (d) If any Trustee shall resign, be removed or become
incapable of acting as Trustee, or if a vacancy shall occur in the office of
any Trustee for any cause, at a time when no Indenture Event of Default shall
have occurred and be continuing, the Holder of Common Securities, by Act of the
Holder of Common Securities delivered to the retiring Trustee, shall promptly
appoint a successor Trustee or Trustees, and the retiring Trustee shall comply
with the applicable requirements of Section 8.11. If the Property Trustee shall
resign, be removed or become incapable of continuing to act as the Property
Trustee at a time when a Indenture Event of Default shall have occurred and be
continuing, the Holders, by Act of the Holders holding a majority in
Liquidation Amount of the Preferred Securities then Outstanding delivered to
the retiring Relevant Trustee, shall promptly appoint a successor Relevant
Trustee or Trustees, and such successor Trustee shall comply with the
applicable requirements of Section 8.11. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at
a time when an Indenture Event of Default shall have occurred and be
continuing, the Holder of Common Securities by Act of the Holder of Common
Securities delivered to the Administrative Trustee shall promptly appoint a
successor Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Trustees shall comply with the applicable
requirements of Section 8.11. If no successor Relevant Trustee shall have been
so appointed by the Holder of Common Securities or the Holders 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.

                  (e) 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 11.9 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.

                  (f) Notwithstanding the foregoing or any other provision of
this Trust Agreement, in the event any Administrative 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 unanimous act of the remaining Administrative Trustees
if there are at least two of them or (ii) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees set forth in Section 8.7).

                  SECTION 8.11.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  In case of the appointment hereunder of a successor Relevant
Trustee, the retiring Relevant Trustee and each successor Relevant Trustee with
respect to the Trust Securities shall execute and deliver an amendment hereto
wherein each successor Relevant Trustee shall accept such appointment and which
(a) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Relevant Trustee all
the rights, powers, trusts and duties of the retiring Relevant Trustee with
respect to the Trust Securities and the Trust and (b)


                                      50
<PAGE>   56

shall add to or change any of the provisions of this Trust Agreement as shall
be necessary to provide for or facilitate the administration of the Trust by
more than one Relevant Trustee, it being understood that nothing herein or in
such amendment shall constitute such Relevant Trustees co-trustees and upon the
execution and delivery of such amendment the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein
and each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee; but, on written request of the Trust or any
successor Relevant Trustee such retiring Relevant Trustee shall duly assign,
transfer and deliver to such successor Relevant Trustee all Trust Property, all
proceeds thereof and funds held by such retiring Relevant Trustee hereunder
with respect to the Trust Securities and the Trust. Upon written 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
this Section 8.11. 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 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 under this Article VIII, 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.

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

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


                                      51
<PAGE>   57

                           (ii)  to collect and receive any money or other
         property payable or deliverable on any such claims and to distribute
         the same; and any custodian, receiver, assignee, trustee, liquidator,
         sequestrator or other similar official in any such judicial proceeding
         is hereby authorized by each Holder to make such payments to the
         Property Trustee and, in the event the Property Trustee shall consent
         to the making of such payments directly to the Holders, to pay to the
         Property Trustee any amount due it for the reasonable compensation,
         expenses, disbursements and advances of the Property Trustee, its
         agents and counsel, and any other amounts due the Property Trustee.
         Nothing herein contained shall be deemed to authorize the Property
         Trustee to authorize or consent to or accept or adopt on behalf of any
         Holder any plan of reorganization, arrangement adjustment or
         compensation affecting the Trust Securities or the rights of any
         Holder thereof or to authorize the Property Trustee to vote in respect
         of the claim of any Holder in any such proceeding.

                  SECTION 8.14.     REPORTS BY PROPERTY TRUSTEE.

                  (a) The Property Trustee shall transmit to Holders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto. If required by Section 313(a) of
the Trust Indenture Act, the Property Trustee shall, within 60 days after each
May 15 following the date of this Trust Agreement, deliver to Holders a brief
report, dated as of such May 15, which complies with the provisions of such
Section 313(a).

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

                  SECTION 8.15.     REPORTS TO PROPERTY TRUSTEE.

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

                  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 by an
officer pursuant to Section 314(c) of


                                      52
<PAGE>   58
the Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given
in the form of an Officers' Certificate.

                  SECTION 8.17.     NUMBER OF TRUSTEES.

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

                  (b) If a Trustee ceases to hold office for any reason and the
number of Administrative Trustees is not reduced pursuant to Section 8.17(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 dissolve, terminate or annul the Trust. Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 8.10, the
Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Trust Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

                  SECTION 8.18.     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 2.8, including any registration statement or amendment
thereto filed with the Commission, or making any other governmental filing.

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


                                      53
<PAGE>   59

                                  ARTICLE IX

                DISSOLUTION, LIQUIDATION, TERMINATION AND MERGER

                  SECTION 9.1.      TERMINATION UPON EXPIRATION DATE.

                  Unless earlier terminated, the Trust shall automatically
dissolve on January 1, 2030 (the "Expiration Date"), following the distribution
of the Trust Property in accordance with Section 9.4.

                  SECTION 9.2.      EARLY TERMINATION.

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

                  (a) the occurrence of a Bankruptcy Event in respect of the
Holder of the Common Securities, or the filing by the Holder of Common
Securities of a certificate of dissolution or its equivalent with respect to
the Holder of Common Securities (except for permitted mergers, consolidations
or reorganizations of the Holder of Common Securities) or the revocation of the
charter of the Holder of Common Securities and the expiration of 90 days after
the date of such revocation without reinstatement thereof;

                  (b) the occurrence of (i) a Tax Event, but only if the
Administrative Trustees shall have received an opinion from independent tax
counsel experienced in such matters, which opinion may rely on published
revenue rulings of the Internal Revenue Service, to the effect that the holders
of the Preferred Securities will not recognize any gain or loss for United
States federal income tax purposes as a result of such Early Termination Event
and distribution of Debentures; unless at the time there is available to the
Trust the opportunity to eliminate, within such 90 day period, the Tax Event by
taking some ministerial action, such as filing a form or making an election, or
pursuing some other similar reasonable measure, which has no adverse effect on
the Trust, Caremark Rx, Inc. or the holders of the Preferred Securities, and
the Trust pursues such measure in lieu of dissolution; or (ii) an Investment
Company Event;

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

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

                  (e) the distribution of Common Stock to all Holders upon
conversion of all outstanding Preferred Securities.

                  SECTION 9.3.      TERMINATION.

                  The respective obligations and responsibilities of the
Trustees and, to the fullest extent permitted by applicable law, the Trust
created and continued hereby shall terminate upon the latest to occur of the
following: (a) the distribution by the Property Trustee to Holders upon the
liquidation of the Trust pursuant to Section 9.4, or upon the redemption of all
of the Trust Securities pursuant to Section 4.2 or repurchase of all the Trust
Securities pursuant to Article X, of


                                      54
<PAGE>   60

all amounts required to be distributed hereunder upon the final payment of
the Trust Securities; (b) the payment of any expenses owed by the Trust; and
(c) the discharge of all administrative duties of the Administrative Trustees,
including the performance of any tax reporting obligations with respect to the
Trust or the Holders. Upon the completion of the liquidation of the Trust and
its termination, the Property Trustee shall execute and file a Certificate of
Cancellation of the Trust with the Secretary of State of the State of Delaware.

                  SECTION 9.4.      LIQUIDATION.

                  (a) If an Early Termination Event specified in clause (a),
(b) or (d) of Section 9.2 occurs or upon the Expiration Date, the Trust shall
be liquidated by the Trustees as expeditiously as the Trustees determine to be
possible by distributing, after satisfaction or the making of reasonable
provisions for the payment of liabilities to creditors of the Trust as provided
by applicable law, to each Holder a Like Amount of Debentures, subject to
Section 9.4(d). Notice of liquidation shall be given by the Property Trustee 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 Securities Register. All notices of
liquidation shall:

                           (i)   state the CUSIP Number of the Trust Securities;

                           (ii)  state the Liquidation Date;

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

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

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

                  (c) Except where Section 9.2(c) or 9.2(e) applies, after the
Liquidation Date, (i) the Trust Securities shall no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures shall
be issued to Holders of Trust Securities Certificates, upon surrender of such
certificates to the Administrative Trustees or their agent for exchange, (iii)
the Depositor shall use its best efforts to have the Debentures listed on any
exchange, interdealer quotation system or self-regulatory organization as the
Preferred Securities are then listed or traded, (iv) any Trust Securities
Certificates not so surrendered for exchange shall be deemed to represent a
Like Amount of Debentures, accruing interest at the rate provided for in the
Debentures from the last Distribution Date on which a Distribution was made on
such Trust Securities Certificates until such certificates are so surrendered
(and until such certificates are so surrendered, no payments of interest or


                                      55
<PAGE>   61

principal will be made to Holders of Trust Securities Certificates with respect
to such Debentures), and (v) all rights of Holders holding Trust Securities
shall cease, except the right of such Holders to receive Debentures upon
surrender of Trust Securities Certificates.

                  (d) In the event that, notwithstanding the other provisions
of this Section 9.4, whether because of an order for dissolution entered by a
court of competent jurisdiction or otherwise, distribution of the Debentures in
the manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
wound-up or terminated, by the Property Trustee. In such event, Holders will be
entitled to receive out of the assets of the Trust available for distribution
to Holders, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, an amount equal to the Liquidation Amount per Trust
Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If, upon any such
winding up or termination, the Liquidation Distribution can be paid only in
part because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be
paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the
Common Securities shall be entitled to receive Liquidation Distributions upon
any such winding-up or termination pro rata (determined as aforesaid) with
Holders of Preferred Securities, except that, if a Indenture Event of Default
has occurred and is continuing, the Preferred Securities shall have a priority
over the Common Securities.

                  SECTION 9.5.      MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR
REPLACEMENTS OF TRUST.

                  The Trust may not consolidate, amalgamate, merge with or
into, or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except
pursuant to this Article IX. At the request of the Depositor, with the consent
of the Administrative Trustees and without the consent of the Holders of the
Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust
may consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to a
trust organized as such under the laws of any State; provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as
the Preferred Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Preferred Securities rank in priority with
respect to Distributions and payments upon liquidation, redemption and
otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities are listed or traded,
or any Successor Securities shall be listed upon notification of issuance, on
any national securities exchange or other organization on which the Preferred
Securities are then listed or traded, if any, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not adversely affect the rights, preferences and privileges of the Holders of
the Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose substantially identical to
that of the Trust,


                                      56
<PAGE>   62

(vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (a) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect, and (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease,
neither the Trust nor such successor entity will be required to register as an
investment company under the 1940 Act, and (viii) the Depositor owns all of the
common securities of such successor entity and guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of Holders of 100% in Liquidation Amount of the
Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other Person or permit any other Person to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be classified as other than a
grantor trust for United States federal income tax purposes.

                                   ARTICLE X

                          RIGHT TO REQUIRE REPURCHASE

                  SECTION 10.1.     RIGHT TO REQUIRE REPURCHASE.

                  In the event that there shall occur a Change of Control (as
defined in Section 10.6), then each Holder shall have the right, at such
Holder's option, to require the Trust to purchase, and upon the exercise of
such right, the Trust shall, subject to the provisions of Section 14.3 of the
Indenture, purchase, all or any part of such Holder's Preferred Securities on
the date (the "Repurchase Date") that is 30 days after the date the Depositor
gives notice of the Change of Control as contemplated in Section 10.2(a) at a
price (the "Repurchase Price") equal to $50 per Preferred Security, together
with accrued and unpaid Distributions and Liquidated Damages pursuant to the
Registration Rights Agreement, if any, to the Repurchase Date.

                  SECTION 10.2.     NOTICE; METHOD OF EXERCISING REPURCHASE
RIGHT.

                  (a) Within 30 days following a Change of Control (as defined
in Section 10.6), the Depositor, or at the written request of the Depositor
received by the Property Trustee at least 40 days prior to the Repurchase Date,
the Property Trustee (in the name and at the expense of the Depositor), in its
capacity as tender agent (for which services it shall be reasonably
compensated), shall give notice of the occurrence of the Change of Control and
of the repurchase right set forth herein arising as a result thereof by
first-class mail, postage prepaid, to the Property Trustee and to each Holder
of the Preferred Securities at such Holder's address appearing in the Security
Register.

                  Each notice of a repurchase right shall state:

                  (1)  the event constituting the Change of Control and the
                       date thereof,

                  (2)  the Repurchase Date,


                                      57
<PAGE>   63

                  (3)  the date by which the repurchase right must be exercised,

                  (4)  the Repurchase Price, and

                  (5)  the instructions a Holder must follow to exercise a
                       repurchase right.

                  No failure of the Depositor to give the foregoing notice
shall limit any Holder's right to exercise a repurchase right. The Property
Trustee shall have no affirmative obligation to determine if there shall have
occurred a Repurchase Event.


                  (b) To exercise a repurchase right, a Holder shall deliver to
the Depositor, the Trust (or an agent designated by the Depositor for such
purpose in the notice referred to in (a) above) and to the Property Trustee on
or before the close of business on the second Business Day preceding the
Repurchase Date (i) written notice of the Holder's exercise of such right, in
the form attached hereto as Exhibit F, and (ii) the Preferred Security or
Preferred Securities with respect to which the repurchase right is being
exercised, duly endorsed for transfer to the Trust. Such written notice shall
be irrevocable.

                  In the event a repurchase right shall be exercised in
accordance with the terms hereof, the Depositor shall on the Repurchase Date
cause to be paid in cash by the Trust to the Holder thereof the Repurchase
Price of the Preferred Security or Preferred Securities as to which the
repurchase right had been exercised. In the event that a repurchase right is
exercised with respect to less than the entire amount of Preferred Securities
represented by a Preferred Securities Certificate, the Trust shall cause to be
issued and executed in the name of the Holder a new Preferred Securities
Certificate representing the unrepurchased portion of such surrendered
Preferred Securities Certificate.

                  SECTION 10.3.     DEPOSIT OF REPURCHASE PRICE.

                  On or prior to the Repurchase Date, the Depositor shall
redeem Debentures equal in aggregate principal amount to the Liquidation Amount
of Preferred Securities to be repurchased on the Repurchase Date and cause to
be deposited with the Property Trustee or with a Paying Agent an amount of
money in same day funds sufficient to pay the redemption price therefor. The
Trust shall cause such funds to be applied to the payment of the Repurchase
Price of the Preferred Securities which are to be repaid on the Repurchase
Date.

                  SECTION 10.4.     SECURITIES NOT REPURCHASED ON REPURCHASE
DATE.

                  If any Preferred Security surrendered for repurchase shall
not be so paid on the Repurchase Date, such Preferred Security shall, until
paid, accrue Distributions to the extent permitted by applicable law from the
Repurchase Date at the Distribution rate per annum applicable to such Preferred
Security.

                  SECTION 10.5.     SECURITIES REPURCHASED IN PART.

                  Any Preferred Securities Certificate representing Preferred
Securities, only a portion of which are to be repurchased, shall be surrendered
at any office or agency of the Property Trustee


                                      58
<PAGE>   64

designated for that purpose (with, if the Trust or the Property Trustee so
requires, due endorsement by, or written instrument of transfer in form
satisfactory to the Trust and the Property Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Trust shall issue
to the Holder, without service charge, a Preferred Securities Certificate of
any authorized denomination as requested by such Holder, in aggregate amount
equal to and in exchange for the unrepurchased portion of Preferred Securities
so surrendered.

                  SECTION 10.6.     DEFINITIONS.

                  (a) A "Change in Control" shall occur when: (a) the sale,
lease, transfer, conveyance or other disposition (other than by way of merger
or consolidation), in one or a series of related transactions, or all or
substantially all of the assets of the Depositor and its subsidiaries, taken as
a whole, (b) the adoption of a plan relating to the liquidation or dissolution
of the Depositor, (c) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" or "group" (as such terms are used in Section 13(d)(3) of the Exchange
Act) becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and
Rule 13d-5 under the Exchange Act), directly or indirectly through one or more
intermediaries, of more than 50% of the voting power of the outstanding voting
stock of the Depositor, (d) the Depositor consolidates with, or merges with or
into, any person, or any person consolidates with, or merges with or into, the
Depositor, other than any such transaction where the beneficial owners of the
outstanding common stock of the Depositor immediately prior to such transaction
beneficially own a majority of the outstanding shares of voting stock of the
surviving person immediately after such transaction, or (e) the first day on
which more than a majority of the members of the Board of Directors of the
Depositor are not Continuing Directors; provided, however, that a Change of
Control shall not be deemed to have occurred if the last reported sale price
per share of the Common Stock for any ten Trading Days (as defined) within the
period of twenty consecutive Trading Days (x) ending immediately after the
later of the Change of Control and the public announcement of the Change in
Control (in the case of a Change in Control under clause (a), (b), (c) or (e)
above) or (y) ending immediately before the Change in Control (in the case of a
Change in Control under clause (d) above) shall equal or exceed 105% of the
Conversion Price in effect on each such Trading Day. If not earlier made, the
Company shall make a public announcement of a Change of Control within five
Business Days of the occurrence of such Change of Control.

                  (b) "Continuing Directors" means as of any date of
determination, any member of the board of directors of the Depositor who (a)
was a member of the board of directors on the date of original issuance of the
Preferred Securities or (b) was nominated for election to the board of
directors with the approval of, or whose election was ratified by, at least
two-thirds of the Continuing Directors who were members of the board of
directors at the time of such nomination or election.


                                      59
<PAGE>   65

                                  ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  SECTION 11.1.     LIMITATION OF RIGHTS OF HOLDERS.

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

                  SECTION 11.2.     LIABILITY.

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

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

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

                  (b) The Holder of the Common Securities shall be liable for
all of the debts and obligations of the Trust (other than with respect to the
Trust Securities) to the extent not satisfied out of the Trust's assets.

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

                  SECTION 11.3.     AMENDMENT.

                  (a) This Trust Agreement may be amended from time to time by
the Property Trustee, the Administrative Trustees and the Depositor, without
the consent of any Holders, (i) to cure any ambiguity, correct or supplement
any provision herein which may be inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Trust Agreement, which shall not be inconsistent with the other
provisions of this Trust Agreement, or to add to the covenants of the Trust for
the benefit of the Holders or to surrender any right or power herein conferred
upon the Trust, (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 be classified for United States federal income tax purposes as a grantor
trust at all times that any Trust Securities are Outstanding or to ensure that
the Trust will not be required to register as an investment company under the
1940 Act or (iii) to cause this Trust Agreement to be qualified under the Trust
Indenture Act; provided, however, that in the case of clauses (i), (ii) or
(iii), such action


                                      60
<PAGE>   66

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

                  (b) Except as provided in Section 11.3(c) hereof, any
provision of this Trust Agreement may be amended by the Trustees and the
Depositor with (i) the consent of Holders 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 1940 Act.

                  (c) In addition to and notwithstanding any other provision in
this Trust Agreement, without the consent of each affected Holder (such consent
being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount
of any Distribution required to be made in respect of the Trust Securities as
of a specified date, or (ii) restrict the right of a Holder to institute suit
for the enforcement of any such payment on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the Holders (such
consent being obtained in accordance with Section 6.3 or 6.6 hereof), this
Section 11.3(c) may not be amended.

                  (d) Notwithstanding any other provisions of this Trust
Agreement, no Trustee shall enter into or consent to any amendment to this
Trust Agreement which would cause the Trust to fail or cease to qualify for the
exemption from status of an investment company under the 1940 Act or fail or
cease to be classified as a grantor trust for United States federal income tax
purposes.

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

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

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

                  SECTION 11.4.     SEPARABILITY.

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


                                      61
<PAGE>   67

                  SECTION 11.5.     GOVERNING LAW.

                  THIS TRUST AGREEMENT AND TILE RIGHTS AND OBLIGATIONS OF EACH
OF THE HOLDERS, 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 LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES).

                  SECTION 11.6.     PAYMENTS DUE ON NON-BUSINESS DAY.

                  If the date fixed for any payment on any Trust Security shall
be a day that is not a Business Day, then such payment shall be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay) (except as otherwise provided in Sections
4.1(a) and 4.2(d)), with the same force and effect as though made on the date
fixed for such payment.

                  SECTION 11.7.     SUCCESSORS.

                  This Trust Agreement shall be binding upon and shall inure to
the benefit of any successor to the Depositor, the Trust or the Relevant
Trustee, including any successor by operation of law. Except in connection with
a consolidation, merger or sale involving the Depositor that is permitted under
Article Eight of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

                  SECTION 11.8.     HEADINGS.

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

                  SECTION 11.9.     REPORTS, NOTICES AND DEMANDS.

                  (a) Any report, notice, demand or other communication which
by any provision of this Trust Agreement is required or permitted to be given
or served to or upon any Holder or the Depositor may be given or served in
writing by deposit thereof, first-class postage prepaid, in the United States
mail, hand delivery or facsimile transmission, in each case, addressed: (i) in
the case of a Holder, to such Holder as such Holder's name and address may
appear on the Securities Register; and (ii) in the case of the Holder of Common
Securities or the Depositor, to Caremark Rx, Inc., 3000 Galleria Tower, Suite
1000, Birmingham, Alabama 35242, Attention: Chief Financial Officer, facsimile
no.: (205) 733-9780. Such notice, demand or other communication to or upon a
Holder shall be deemed to have been sufficiently given or made, for all
purposes, upon hand delivery, mailing or transmission. Such notice, demand or
other communication to or upon the Depositor shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the
Depositor.

                  (b) Any notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or
served to or upon the Trust, the Property Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is


                                      62
<PAGE>   68

published by the Trust) as follows: (i) with respect to the Property Trustee to
Wilmington Trust Company ,1100 N. Market Street, Wilmington, Delaware 19801
Attention: Corporate Trust Administration; and (ii) with respect to the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention Administrative Trustees of Caremark Rx Capital
Trust I." Such notice, demand or other communication to or upon the Trust or
the Property Trustee shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Trust or the Property Trustee.

                  SECTION 11.10.    AGREEMENT NOT TO PETITION.

                  Each of the Trustees and the Depositor agree for the benefit
of the Holders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including 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 11.10, the Property Trustee
agrees, for the benefit of Holders, that at the expense of the Depositor, it
shall file an answer with the bankruptcy court or otherwise properly contest
the filing of such petition by the Depositor against the 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 Property Trustee
or the Trust may assert. The provisions of this Section 11.10 shall survive the
termination of this Trust Agreement.

                  SECTION 11.11.    TRUST INDENTURE ACT; CONFLICT WITH TRUST
INDENTURE ACT.

                  (a) This Trust Agreement shall be subject to the provisions
of the Trust Indenture Act whether or not such provisions are required or
deemed to be part of this Trust Agreement and shall, to the extent applicable,
be governed by such provisions.

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

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

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


                                      63
<PAGE>   69

                  SECTION 11.12.    ACCEPTANCE OF TERMS OF TRUST AGREEMENT,
GUARANTEE AND INDENTURE.

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

                  SECTION 11.13.    HOLDERS ARE PARTIES.

                  Notwithstanding that Holders have not executed and delivered
this Trust Agreement or any counterpart thereof, Holders shall be deemed to be
parties to this Trust Agreement and shall be bound by all of the terms and
conditions hereof and of the Trust Securities by acceptance and delivery of the
Trust Securities.

                  SECTION 11.14.    COUNTERPARTS.

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

                                       CAREMARK RX, INC.



                                       By: /s/ James H. Dickerson, Jr.
                                          -------------------------------------
                                          Name:  James H. Dickerson, Jr.
                                          Title: Executive Vice President and
                                                 Chief Financial Officer



                                       WILMINGTON TRUST COMPANY, as Property
                                       Trustee and Delaware Trustee




                                       By: /s/ Patricia A. Evans
                                          -------------------------------------
                                          Name:  Patricia A. Evans
                                          Title: Financial Services Officer


                                      64
<PAGE>   70


                                                    , as Administrative Trustee


                                       By: /s/ James H. Dickerson, Jr.
                                          -------------------------------------
                                          Name: James H. Dickerson, Jr.
                                          Title:



                                                    , as Administrative Trustee


                                       By: /s/ Howard A. McLure
                                          -------------------------------------
                                          Name: Howard A. McLure
                                          Title:



                                                    , as Administrative Trustee


                                       By: /s/ Sara J. Finley
                                          -------------------------------------
                                          Name: Sara J. Finley
                                          Title:


                                      65
<PAGE>   71

                                                                      EXHIBIT A



                              CERTIFICATE OF TRUST
                                       OF
                          CAREMARK RX CAPITAL TRUST I



                                 See attached.


                                      A-1

<PAGE>   72

                                                                      EXHIBIT B


                        CERTIFICATE DEPOSITORY AGREEMENT

                                 See attached.



                                   B-1
<PAGE>   73

                                                                      EXHIBIT C

                            FORM OF COMMON SECURITY

         THIS CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON, EXCEPT THAT THE
HOLDER AND ANY WHOLLY-OWNED SUBSIDIARY MAY TRANSFER THIS SECURITY TO THE HOLDER
OR A WHOLLY-OWNED SUBSIDIARY OF THE HOLDER OR ANY ENTITY OWNING ALL OF THE
OUTSTANDING COMMON STOCK OF THE HOLDER, SUBJECT TO RECEIPT BY THE TRUST OF AN
OPINION OF COUNSEL THAT SUCH TRANSFER WOULD NOT CAUSE MORE THAN AN
INSUBSTANTIAL RISK THAT (I) THE TRUST WOULD NOT BE CLASSIFIED FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES AS A GRANTOR TRUST; OR (II) THE TRUST WOULD BE AN
INVESTMENT COMPANY REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY ACT OR THE
TRANSFEREE WOULD BECOME AN INVESTMENT COMPANY REQUIRED TO REGISTER UNDER THE
INVESTMENT COMPANY ACT.


    CERTIFICATE NUMBER:                          NUMBER OF COMMON SECURITIES:
         C-1                                             123,720
                  Certificate Evidencing Common Securities of
                          CAREMARK RX CAPITAL TRUST I
                  (Liquidation Amount $50 per Common Security)

                  Caremark Rx Capital Trust I, a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that Caremark Rx, Inc. (the "Holder") is the registered owner of 123,720 common
securities of the Trust representing beneficial ownership interests of the
Trust and designated the Common Securities (Liquidation Amount $50 per Common
Security) (the "Common Securities"). In accordance with Section 5.11 of the
Trust Agreement (as defined below) the Common Securities are not transferable
except in limited circumstances and any attempted transfer, except in such
limited circumstances, shall be void. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities are set forth in, and this certificate and the Common Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of September 29, 1999, as the same may be amended from time to time (the
"Trust Agreement") including the designation of the terms of the Common
Securities as set forth therein. The Trust will furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

                  Upon receipt of this certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder and by acceptance
hereof agrees to the provisions of (i) the Guarantee Agreement entered into by
Caremark Rx, Inc., a Delaware corporation ("Caremark"), and Wilmington Trust
Company, a Delaware banking corporation, as guarantee trustee, dated as of


                                      C-1

<PAGE>   74


September 29, 1999, and (ii) the Indenture entered into by Caremark and
Wilmington Trust Company, as trustee, dated as of September 29, 1999.

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

                                       CAREMARK RX CAPITAL TRUST I



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


                                      C-2

<PAGE>   75

                                                                      EXHIBIT D

                           FORM OF PREFERRED SECURITY

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
                  SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER
                  THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
                  REOFFERED, RESOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
                  OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
                  OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
                  SUCH REGISTRATION. THE HOLDER HEREOF MAY NOT ENGAGE IN
                  HEDGING TRANSACTIONS IN THIS SECURITY UNLESS SUCH
                  TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

                           THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
                  AGREES TO OFFER, RESELL OR OTHERWISE TRANSFER SUCH SECURITY,
                  PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
                  WHICH IS THE LATER OF (X) TWO YEARS AFTER THE LATER OF THE
                  ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
                  COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
                  SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), AND (Y) SUCH
                  LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW ONLY
                  (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
                  THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
                  (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
                  PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS
                  A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE144A
                  UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
                  OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
                  NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE
                  ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
                  OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S
                  UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER
                  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRANSFER
                  AGENT'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
                  PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN
                  OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
                  SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED
                  UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
                  TERMINATION DATE. ANY TRANSFER OF THIS SECURITY IS REQUIRED
                  TO BE MADE IN COMPLIANCE WITH


                                      D-1
<PAGE>   76

                  THE APPLICABLE STATE SECURITIES LAWS AND APPLICABLE
                  SECURITIES LAWS OF OTHER JURISDICTIONS.

                           EACH PURCHASER OR HOLDER OF THE SECURITY EVIDENCED
                  HEREBY WILL BE DEEMED TO HAVE REPRESENTED EITHER THAT (A) IT
                  IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO PART 4 OF SUBTITLE
                  B OF TITLE I OF ERISA OR A PLAN DESCRIBED IN SECTION 4975 OF
                  THE CODE OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE
                  ASSETS OF ANY SUCH ERISA PLAN OR OTHER PLAN OR (B) ITS
                  ACQUISITION, HOLDING AND DISPOSITION OF THE SECURITY
                  EVIDENCED HEREBY WILL NOT RESULT IN A PROHIBITED TRANSACTION
                  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE BY
                  REASON OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
                  91-38, PTCE 84-14, PTCE 90-1, PTCE 95-60 OR PTCE 96-23.

                           THE HOLDER OF THIS SECURITY AGREES THAT IT WILL
                  DELIVER TO EACH PERSON TO WHOM THIS CAPITAL SECURITY IS
                  TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
                  LEGEND.


Any global security issued hereunder shall, in addition to the provisions set
forth above contain a legend in substantially the following form:

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

                                    UNLESS THIS SECURITY IS PRESENTED BY AN
                  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
                  WATER STREET, NEW YORK) TO THE TRUST OR ITS AGENT FOR
                  REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
                  SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
                  SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
                  OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS
                  MADE TO CEDE & CO.,


                                      D-2
<PAGE>   77


                  ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
                  OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
                  OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


CERTIFICATE NUMBER: P-1               NUMBER OF PREFERRED SECURITIES: 4,000,000
CUSIP NO.
ISIN NO.
COMMON CODE:



                  Certificate Evidencing Preferred Securities

                                       of

                          CAREMARK RX CAPITAL TRUST I

            7.0% Shared Preference Redeemable Preferred Securities,
                (Liquidation Amount $50 per Preferred Security)

                  Caremark Rx Capital Trust I, a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that Cede & Co. (the "Holder") is the registered owner of 4,000,000 preferred
securities of the Trust representing an undivided beneficial ownership interest
in the assets of the Trust and designated the Caremark Rx Capital Trust I
Shared Preference Redeemable Securities (SPuRS SM) (Liquidation Amount $50 per
Preferred Security unit redeemable) (the "Preferred Securities"). The Preferred
Securities are transferable on the books and records of the Trust, in person by
a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer as provided in Section 5.4 of the Trust
Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to, the
terms and provisions of, the Amended and Restated Trust Agreement of the Trust
dated as of September 29, 1999, as the same may be amended from time to time
(the "Trust Agreement") including the designation of the terms of Preferred
Securities as set forth herein. The Holder is entitled to the benefits of (i)
the Guarantee Agreement entered into by Caremark Rx, Inc., a Delaware
corporation ("Caremark"), and Wilmington Trust Company, a Delaware banking
corporation ("Preferred Guaranty Trustee"), as guarantee trustee, dated as of
September 29, 1999 (the "Guarantee") and (ii) the Registration Rights Agreement
dated as of September 29, 1999 among the Trust, Caremark and Warburg Dillon
Read LLC (the "Registration Rights Agreement"), in each case to the extent
provided therein. The Trust will furnish a copy of the Trust Agreement, the
Guarantee and the Registration Rights Agreement to the Holder without charge
upon written request to the Trust at its principal place of business or
registered office.


                                      D-3
<PAGE>   78

                  Upon receipt of this certificate, the Holder is bound by the
Trust Agreement and is entitled to the benefits thereunder and by acceptance
hereof agrees to the provisions of (i) the Guarantee, (ii) the Indenture
entered into by Caremark and Wilmington Trust Company, as trustee, dated as of
September 29, 1999 and (iii) the Registration Rights Agreement.

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



Dated:  September    , 1999

                                       CAREMARK RX CAPITAL TRUST I




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



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



Date of Authentication:


September __, 1999

                                       WILMINGTON TRUST COMPANY,
                                       as Property Trustee



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

                                      D-4
<PAGE>   79


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned assigns and transfers
this Trust Security to:

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

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



_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

(Insert address and zip code of assignee)


and irrevocably appoints

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________


agent to transfer this Preferred Securities 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 Security
certificate)


Signature Guarantee*:
                     --------------------------------

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

*(Signature must be guaranteed by an "eligible guarantor institution" that is,
a bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended)


                                      D-5
<PAGE>   80

                               CONVERSION REQUEST

To:      Wilmington Trust Company, as Conversion Agent under the Trust
         Agreement of Caremark Rx Capital Trust I

                  The undersigned owner of these Preferred Securities hereby
irrevocably exercises the option to convert these Preferred Securities, or the
portion below designated, into Common Stock of CAREMARK RX, INC. (the "Common
Stock") in accordance with the terms of the Trust Agreement. Pursuant to the
aforementioned exercise of the option to convert these Preferred Securities,
the undersigned hereby directs the Conversion Agent (as that term is defined in
the Trust Agreement) to (i) exchange such Preferred Securities for a portion of
the Debentures (as that term is defined in the Trust Agreement) held by the
Trust at the Conversion Price specified in the Trust Agreement, and (ii)
immediately convert such Debentures on behalf of the undersigned, into Common
Stock at the Conversion Price specified in the Trust Agreement.

                  The undersigned also hereby directs the Conversion Agent that
the shares issuable and deliverable upon conversion, together with any check in
payment for fractional shares, be issued in the name of and delivered to the
undersigned, unless a different name has been indicated in the assignment
below. If shares are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto.

                  If the undersigned is a BHCA Person (as that term is defined
in the Trust Agreement, the undersigned certifies that it is in compliance with
Section 4.3(a) of the Trust Agreement.

Date:______________________

Number of Preferred Securities to be converted:  ____________

If a name or names other than the undersigned, please indicate in the spaces
below the name or names in which the shares of Common Stock are to be issued,
along with the address or addresses of such person or persons.

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

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

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

(Sign exactly as your name appears on the other side of this Preferred
Securities certificate) (for conversion of definitive Preferred Securities
only)

Please Print or Typewrite Name and Address,
Including Zip Code, and Social Security or
Other Identifying Number.

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

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


                                      D-6
<PAGE>   81

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



Signature Guarantee:*
                     -------------------------------
-------------------

*(Signature must be guaranteed by an "eligible guarantor institution" that is,
a bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended)


                                      D-7
<PAGE>   82

                                                                      EXHIBIT E

                      FORM OF CERTIFICATE TO BE DELIVERED
                   UPON EXCHANGE OR REGISTRATION OF TRANSFER
                            OF PREFERRED SECURITIES

                      CERTIFICATE FOR EXCHANGE OR TRANSFER

Re:  7.0% Shared Preference Redeemable Securities ("SpuRS" or "Preferred
     Securities)

                  This Certificate relates to _________ Preferred Securities
held by _________ (the "Transferor").


                  The Transferor has requested the Trustee by written order to
exchange or register the transfer of a Preferred Security or Preferred
Securities.

                  In connection with such request and in respect of each such
security, the Transferor does hereby certify to the Depositor and the Trustee
that Transferor is familiar with the Trust Agreement relating to the above
captioned Preferred Securities and, as provided in Section 5.4 and Section 5.5
of such Trust Agreement, the transfer of this Preferred Security does not
require registration under the Securities Act (as defined below) because:


                  [ ] Such Preferred Security is being acquired for the
Transferor's own account, without transfer.


                  [ ] Such Preferred Security is being transferred pursuant
to an effective registration statement under the Securities Act.


                  [ ] Such Preferred Security is being transferred to a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A.


                  [ ] Such Preferred Security is being transferred in
reliance on and in compliance with an exemption from the registration
requirements of the Securities Act pursuant to Regulation S, Rule 144 or
otherwise (other than pursuant to Rule 144A) under the Securities Act. An
opinion of counsel to the effect that such transfer does not require
registration under the Securities Act accompanies this Certificate.

                  If this certificate is being delivered in connection with a
transfer or exchange of Preferred Securities held by a BHCA Person (as that
term is defined in the Trust Agreement), such BHCA Person certifies that this
transfer or exchange complies with Section 4.3(a) of the Trust Agreement.


                  You are entitled to rely upon this certificate and you are
irrevocably authorized to produce this certificate or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.


                                       _______________________________________
                                             [INSERT NAME OF TRANSFEROR]


                                      E-1
<PAGE>   83

                                       By:
                                          -------------------------------------

Date:
     --------------------------------

                                      E-2


<PAGE>   84

                                                                      EXHIBIT F


                      [OPTION OF HOLDER TO ELECT PURCHASE]



                  If you wish to have Preferred Securities represented by this
certificate purchased by the Depositor pursuant to Article X of the Trust
Agreement, check the Box: [ ]


                  If you wish to have a portion of the Preferred Securities
represented by this certificate purchased by the Depositor pursuant to Article
X of the Trust Agreement, state the number of Preferred Securities you wish to
have purchased: ____________________


      Date:  ___________________   Your Signature(s):
                                                     --------------------------

                                              Tax Identification No.:

(Sign exactly as your name appears on the face of this Security)

Signature Guarantee*:
                     ------------------------------------------
-----------------

*(Signature must be guaranteed by an "eligible guarantor institution" that is,
a bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended)


                                      F-1