<PAGE>
                                                                     Exhibit 4.8
--------------------------------------------------------------------------------

                                   [Form of]

                              AMENDED AND RESTATED

                                TRUST AGREEMENT

                                     among

                         THE GOLDMAN SACHS GROUP, INC.
                                 as Depositor,

                             THE BANK OF NEW YORK,
                              as Property Trustee,

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

                                      and

                          THE ADMINISTRATIVE TRUSTEES
                                  NAMED HEREIN

                                Dated as of [ ]

                           GOLDMAN SACHS CAPITAL III

--------------------------------------------------------------------------------
<PAGE>
                            Goldman Sachs Capital III

Reconciliation and tie between the Trust Indenture Act of 1939 (including
cross-references to provisions of Sections 310 to and including 318(a) which,
pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, are a part of and govern the Indenture
whether or not physically contained therein) and the Amended and Restated Trust
Agreement, dated as of [ ].

<TABLE>
<CAPTION>
Trust Indenture                                              Trust Agreement
Act Section                                                      Section
---------------                                              ---------------
<S>    <C>                                                   <C>
310    (a)(1).............................................   8.7
       (a)(2).............................................   8.7
       (a)(3).............................................   8.9
       (a)(4).............................................   2.7(a)(ii)(E)
       (b)................................................   8.8, 10.10
       (c)................................................   Not Applicable
311    (a)................................................   8.13
       (b)................................................   8.13
       (c)................................................   Not Applicable
312    (a)................................................   5.8, 10.10
       (b)................................................   5.8, 10.10
       (c)................................................   5.8, 10.10
313    (a)................................................   8.14(a)
       (a)(4).............................................   8.14(b)
       (b)................................................   8.14(b)
       (c)................................................   10.8
       (d)................................................   8.14(c)
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
315    (a)................................................   8.1(a), 8.3(a)
       (b)................................................   8.2, 10.8
       (c)................................................   8.1(a), 8.1(d)(iii)
       (d)................................................   8.1, 8.3
       (e)................................................   Not Applicable
316    (a)(1)(A)..........................................   Not Applicable
       (a)(1)(B)..........................................   5.13(b)
       (a)(2).............................................   Not Applicable
       (b)................................................   5.13(c)
       (c)................................................   6.7
317    (a)(1).............................................   Not Applicable
       (a)(2).............................................   Not Applicable
       (b)................................................   5.10
318    (a)................................................   10.10
</TABLE>

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


                                      -i-
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   Page
<S>                                                                                                                <C>
ARTICLE I Defined Terms                                                                                              1

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

ARTICLE II Continuation of the Issuer Trust                                                                         11

Section 2.1. Name.   11
Section 2.2. Office of the Delaware Trustee; Principal Place of Business.........................................   12
Section 2.3. Initial Contribution of Trust Property; Organizational Expenses.....................................   12
Section 2.4. Issuance of the Capital Securities..................................................................   12
Section 2.5. Issuance of the Common Securities; Subscription and Purchase of Subordinated Debentures.............   12
Section 2.6. Continuation of Trust...............................................................................   13
Section 2.7. Authorization to Enter into Certain Transactions....................................................   13
Section 2.8. Assets of Trust.....................................................................................   17
Section 2.9. Title to Trust Property.............................................................................   17

ARTICLE III Payment Account                                                                                         17

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

ARTICLE IV Distributions; Redemption                                                                                18

Section 4.1. Distributions.......................................................................................   18
Section 4.2. Redemption..........................................................................................   19
Section 4.3. Subordination of Common Securities..................................................................   21
Section 4.4. Payment Procedures..................................................................................   22
Section 4.5. Tax Returns and Reports.............................................................................   22
Section 4.6. Payment of Taxes, Duties, Etc. of the Issuer Trust..................................................   22
Section 4.7. Payments under Indenture or Pursuant to Direct Actions..............................................   23
Section 4.8. Liability of the Holder of Common Securities........................................................   23
Section 4.9. Exchanges...........................................................................................   23

ARTICLE V Trust Securities Certificates                                                                             24

Section 5.1. Initial Ownership...................................................................................   24
Section 5.2. The Trust Securities Certificates...................................................................   24
Section 5.3. Execution and Delivery of Trust Securities Certificates.............................................   25
Section 5.4. Book-Entry Capital Securities.......................................................................   25
Section 5.5. Registration of Transfer and Exchange of Capital Securities Certificates............................   27
Section 5.6. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates..................................   30
Section 5.7. Persons Deemed Holders..............................................................................   30
Section 5.8. Access to List of Holders' Names and Addresses......................................................   30
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>                                                                                                                 <C>
Section 5.9. Maintenance of Office or Agency.....................................................................   30
Section 5.10. Appointment of Paying Agent........................................................................   31
Section 5.11. Ownership of Common Securities by Depositor........................................................   31
Section 5.12. Notices to Clearing Agency.........................................................................   32
Section 5.13. Rights of Holders..................................................................................   32

ARTICLE VI Acts of Holders; Meetings; Voting                                                                        34

Section 6.1. Limitations on Voting Rights........................................................................   34
Section 6.2. Notice of Meetings..................................................................................   36
Section 6.3. Meetings of Holders of Capital Securities...........................................................   36
Section 6.4. Voting Rights.......................................................................................   37
Section 6.5. Proxies, Etc........................................................................................   37
Section 6.6. Holder Action by Written Consent....................................................................   37
Section 6.7. Record Date for Voting and Other Purposes...........................................................   37
Section 6.8. Acts of Holders.....................................................................................   38
Section 6.9. Inspection of Records...............................................................................   39

ARTICLE VII Representations and Warranties                                                                          39

Section 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee.....................   39
Section 7.2. Representations and Warranties of Depositor.........................................................   40

ARTICLE VIII The Issuer Trustees                                                                                    41

Section 8.1. Certain Duties and Responsibilities.................................................................   41
Section 8.2. Certain Notices.....................................................................................   42
Section 8.3. Certain Rights of Property Trustee..................................................................   43
Section 8.4. Not Responsible for Recitals or Issuance of Securities..............................................   45
Section 8.5. May Hold Securities.................................................................................   45
Section 8.6. Compensation; Indemnity; Fees.......................................................................   45
Section 8.7. Corporate Property Trustee Required; Eligibility of Issuer Trustees.................................   46
Section 8.8. Conflicting Interests...............................................................................   47
Section 8.9. Co-Trustees and Separate Trustee....................................................................   47
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
Section 8.13. Preferential Collection of Claims Against Depositor or the Issuer Trust............................   51
Section 8.14. Reports by Property Trustee........................................................................   52
Section 8.15. Reports to the Property Trustee....................................................................   52
Section 8.16. Evidence of Compliance with Conditions Precedent...................................................   53
Section 8.17. Number of Issuer Trustees..........................................................................   53
Section 8.18. Delegation of Power................................................................................   53
Section 8.19. Appointment of Administrative Trustees.............................................................   53

ARTICLE IX Termination, Liquidation and Merger                                                                      54
</TABLE>


                                     -iii-
<PAGE>
<TABLE>
<S>                                                                                                                 <C>
Section 9.1. Dissolution Upon Expiration Date....................................................................   54
Section 9.2. Early Termination...................................................................................   54
Section 9.3. Termination.........................................................................................   55
Section 9.4. Liquidation.........................................................................................   55
Section 9.5. Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust..........................   56

ARTICLE X Miscellaneous Provisions                                                                                  58

Section 10.1. Limitation of Rights of Holders....................................................................   58
Section 10.2. Amendment..........................................................................................   58
Section 10.3. Separability.......................................................................................   59
Section 10.4. Governing Law......................................................................................   60
Section 10.5. Payments Due on Non-Business Day...................................................................   60
Section 10.6. Successors.........................................................................................   60
Section 10.7. Headings...........................................................................................   60
Section 10.8. Reports, Notices and Demands.......................................................................   60
Section 10.9. Agreement Not to Petition..........................................................................   61
Section 10.10. Trust Indenture Act; Conflict with Trust Indenture Act............................................   61
Section 10.11. Acceptance of Terms of Trust Agreement, Guarantee and Indenture...................................   62
Section 10.12. Counterparts......................................................................................   62
</TABLE>

Exhibit A      Certificate of Trust
Exhibit B      Form of Common Securities Certificate
Exhibit C      Form of Capital Securities Certificate
Exhibit D      Expense Agreement


                                      -iv-
<PAGE>
      AMENDED AND RESTATED TRUST AGREEMENT, dated as of [ ], [ ], among (i) The
Goldman Sachs Group, Inc., a Delaware corporation (including any successors or
assigns, the "Depositor"), (ii) The Bank of New York, a New York banking
corporation, as property trustee (in such capacity, the "Property Trustee" and,
in its separate corporate capacity and not in its capacity as Property Trustee,
the "Bank"), (iii) The Bank of New York (Delaware), a Delaware banking
corporation, as Delaware trustee (the "Delaware Trustee"), (iv) [ ], an
individual, and [ ] an individual, each of whose address is c/o The Goldman
Sachs Group, Inc., 85 Broad Street, New York, New York 10004 (each an
"Administrative Trustee" and collectively the "Administrative Trustees") and (v)
the several Holders, as hereinafter defined.

                                   Witnesseth

      Whereas, the Depositor and certain of the Issuer Trustees have heretofore
duly declared and established a statutory trust pursuant to the Delaware
Statutory Trust Act by entering into that certain Trust Agreement, dated as of
[ ], (the "Original Trust Agreement"), and by the execution and filing by
certain of the Issuer Trustees with the Secretary of State of the State of
Delaware of the Certificate of Trust (the "Certificate of Trust"), filed on [ ],
attached as Exhibit A; and

      Whereas, the parties hereto desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the issuance of the Common Securities by the Issuer Trust to the
Depositor, (ii) the issuance and sale of the Capital Securities by the Issuer
Trust pursuant to the Underwriting Agreement, (iii) the acquisition by the
Issuer Trust from the Depositor of all of the right, title and interest in the
Subordinated Debentures and (iv) the appointment of the Property Trustee and the
Administrative Trustees;

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

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

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

            (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; and

            (e)   unless the context otherwise requires, any reference to a
      statute, rule or regulation refers to the same (including any successor
      statute, rule or regulation thereto) as it may be amended from time to
      time.

      "Act" has the meaning specified in Section 6.8.

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

      "Additional Sums" has the meaning specified in the Supplemental Indenture.

      "Administrative Trustees" means each Person appointed in accordance with
Section 8.19 solely in such Person's capacity as Administrative Trustee of the
Issuer Trust and not in such Person's individual capacity, or any successor
Administrative Trustee appointed as herein provided. The initial Administrative
Trustees are [ ] and [ ].

      "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; provided, however, that the Issuer Trust
shall not be deemed an Affiliate of the Depositor. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

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

      "Bank" has the meaning specified in the preamble to this Trust Agreement
and should include any successor in interest thereto and any other Person
appointed successor


                                      -2-
<PAGE>
Property Trustee as herein provided, but in each case only in its separate
corporate capacity and not in its capacity as Property Trustee.

      "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 as 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

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

      "Bankruptcy Laws" has the meaning specified in Section 10.9.

      "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 Issuer Trustees.

      "Book-Entry Capital Securities" means a beneficial interest in a Global
Capital Securities Certificate, the ownership and transfers of which shall be
made through book entries by a Clearing Agency as described in Section 5.4.

      "Business Day" means a day other than (a) a Saturday or Sunday or (b) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to close.

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


                                      -3-
<PAGE>
      "Capital Security" means a preferred undivided beneficial interest in the
assets of the Issuer Trust, having a Liquidation Amount of $[ ] and having the
rights provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

      "Certificate Depository Agreement" means the agreement among the Issuer
Trust, the Depositor and DTC, as the initial Clearing Agency, dated as of the
Closing Date, relating to the Trust Securities Certificates, as the same may be
amended and supplemented from time to time.

      "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.

      "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" has the meaning given to such term in the Underwriting
Agreement, which date is also the date of execution and delivery of this Trust
Agreement.

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

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this Trust Agreement 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 Common
Securities, substantially in the form attached as Exhibit B.

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

      "Corporate Trust Office" means (i) when used with respect to the Property
Trustee, the principal corporate trust office of the Property Trustee located in
New York, New York which on the date of this Trust Agreement is 101 Barclay
Street, Floor 21W, New York, New York 10286 - Attention: Corporate Trust
Administration, and (ii) when used with respect to the Debenture Trustee, its
Corporate Trust Office as defined in the Indenture.

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


                                      -4-
<PAGE>
      "Debenture Redemption Date" means, with respect to any Subordinated
Debentures to be redeemed under the Indenture, the date fixed for redemption
under the Indenture.

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

      "Defaulted Interest" has the meaning set forth in the Indenture as it
applies to the Subordinated Debentures.

      "Definitive Capital Securities Certificates" means either or both (as the
context requires) of (a) Capital Securities Certificates issued as Book-Entry
Capital Securities as provided in Section 5.2 or 5.4 and (b) Capital Securities
Certificates issued in certificated, fully registered form as provided in
Section 5.2, 5.4 or 5.5.

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

      "Delaware Trustee" means the Person identified as the "Delaware Trustee"
in the preamble to this Trust Agreement solely in its capacity as Delaware
Trustee of the Issuer 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.

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

      "Distribution Rate" means, with respect to any Distribution Period, a rate
per annum equal to the Interest Rate with respect to the Interest Period that
begins on the same date as such Distribution Period begins and ends on the same
date as such Distribution Period ends.

      "Distributions" means amounts payable in respect of the Trust Securities
as provided in Section 4.1 (including any Additional Amounts and Other Amounts).

      "DTC" means The Depository Trust Company.

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

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

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


                                      -5-
<PAGE>
            (b)   default by the Issuer Trust in the payment of any Distribution
      when it becomes due and payable, and continuation of such default for a
      period of 30 days; or

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

            (d)   default in the performance, or breach, in any material
      respect, of any covenant or warranty of the Issuer Trustees in this Trust
      Agreement (other than a covenant or warranty a default in the performance
      or breach of which is described in clause (b) or (c) above) and
      continuation of such default or breach for a period of 60 days after there
      has been given, by registered or certified mail, to the Issuer Trustees
      and the Depositor by the Holders of at least 25% in aggregate Liquidation
      Amount of the Outstanding Capital 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 a successor Property Trustee not being appointed
      within 90 days thereof.

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

      "Expense Agreement" means the Agreement as to Expenses and Liabilities
between The Goldman Sachs Group, Inc., as Holder of the Common Securities, and
the Issuer Trust, to be dated the date hereof, substantially in the form
attached as Exhibit D, as amended from time to time.

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

      "Global Capital Securities Certificate" means a Capital Securities
Certificate that is registered in the Security Register in the name of a
Clearing Agency or a nominee thereof.

      "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and The Bank of New York, as trustee, for the benefit of the holders
of the Capital Securities, as amended from time to time.

      "Holder" means a Person in whose name a Trust Security or Trust Securities
is or are registered in the Securities Register; any such Person shall be a
beneficial owner within the meaning of the Delaware Statutory Trust Act;
[provided, however, that in determining whether the Holders of the requisite
amount of Capital Securities have voted on any matter provided for in this Trust
Agreement, then for the purpose of any such determination, so long as Definitive
Capital Securities Certificates have not been issued, the term Holders as used
herein shall refer to the Owners, notwithstanding the provisions of Section 5.7
of this Trust Agreement].


                                      -6-
<PAGE>
      "Indenture" means the Indenture, dated as of [ ], [ ], between the
Depositor and the Debenture Trustee, as trustee (the "Original Indenture"), as
amended and supplemented by the Supplemental Indenture, dated as of [ ], between
the Depositor and the Debenture Trustee, as trustee (as it may be amended or
supplemented from time to time, the "Supplemental Indenture"), and as may be
further amended or supplemented from time to time.

      "Interest Period" means any period from and including an Interest Payment
Date (or the date of original issuance of the relevant Subordinated Debentures)
to but excluding the next succeeding Interest Payment Date and, for this
purpose, "Interest Payment Date" has the meaning set forth in the Indenture as
applied to the Subordinated Debentures.

      "Interest Rate" means the rate at which interest accrues on the principal
of Outstanding Subordinated Debentures pursuant thereto.

      "Issuer Trust" means the statutory trust created under the laws of the
State of Delaware and identified on the cover page to this Trust Agreement and
any successor thereto pursuant to Section 9.5.

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

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

      "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to the principal amount of
Subordinated Debentures to be contemporaneously redeemed in accordance with the
Indenture, the proceeds of which will be used to pay the Redemption Price of
such Trust Securities, (b) with respect to a distribution of Subordinated
Debentures to Holders in connection with a dissolution or liquidation of the
Issuer Trust, Subordinated Debentures having a principal amount equal to the
aggregate Liquidation Amount of the Trust Securities of the Holder to whom such
Subordinated Debentures are distributed, and (c) with respect to a distribution
of Subordinated Debentures to the Depositor or any of its Affiliates pursuant to
Section 4.9, Subordinated Debentures having a principal amount equal to the
aggregate Liquidation Amount of the Capital Securities of the Depositor or its
Affiliate(s) to whom such Subordinated Debentures are distributed.

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

      "Liquidation Date" means the date on which the Subordinated Debentures are
distributed to the Holders pursuant to Section 9.4(a).

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


                                      -7-
<PAGE>
      "1940 Act" means the Investment Company Act of 1940, as amended from time
to time.

      "Officers' Certificate" means a certificate signed by the Chairman and
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 Issuer 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 Issuer 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.

      "Other Amounts" and "Other Interest" have the meanings set forth in
Section 4.1(a)(iv).

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

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

            (b)   Trust Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Property Trustee
      or any Paying Agent (other than the Depositor) in trust or set aside and
      segregated in trust by the Issuer Trust (if the Issuer Trust shall act as
      its own Paying Agent) for


                                      -8-
<PAGE>
      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 paid or in exchange for or in
      lieu of which other Trust Securities have been executed and delivered
      pursuant to Sections 5.4, 5.5, and 5.6;

provided, however, that in determining whether the Holders of the requisite
aggregate Liquidation Amount of the Outstanding Capital Securities have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, Capital Securities owned by the Depositor, any Issuer Trustee, any
other obligor upon the Capital Securities or any Affiliate of the Depositor, any
Issuer Trustee or any such other obligor shall be disregarded and deemed not to
be Outstanding, except that (a) in determining whether any Issuer Trustee or any
Administrative Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Capital
Securities that a Responsible Officer of such Issuer Trustee or such
Administrative Trustee, as the case may be, 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 Capital Securities are owned by the Depositor, one or more of
the Issuer Trustees, one or more of the Administrative Trustees and/or any such
Affiliate. Capital 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
Capital Securities and that the pledgee is not the Depositor or any Affiliate of
the Depositor.

      "Owner" means each Person who is the beneficial owner of Book-Entry
Capital Securities as reflected in the records of the Clearing Agency or, if a
Clearing Agency Participant is so reflected but 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 5.10 and shall initially be the Bank.

      "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its trust department
for the benefit of the Holders in which all amounts paid in respect of the
Subordinated 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.

      "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.


                                      -9-
<PAGE>
      [if applicable insert: "Premium" means, with respect to any Subordinated
Debentures redeemed pursuant to the Indenture, [insert applicable definition]
as calculated and paid pursuant to the Indenture.]

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

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

      "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions (including any Additional Amounts and Other Amounts) to the
Redemption Date [if applicable insert: plus the Premium, if any, paid by the
Depositor upon the concurrent redemption of a Like Amount of Subordinated
Debentures, allocated on a pro rata basis (based on Liquidation Amounts) among
the Trust Securities].

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

      "Responsible Officer" means (1) when used with respect to the Property
Trustee, vice president, assistant treasurer, assistant secretary, any trust
officer, any assistant trust officer or any other officer of the Property
Trustee, in each case located in the Corporate Trust Office and also, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject and (2) when used with respect to the Delaware Trustee,
any officer of the Delaware Trustee customarily performing functions similar to
those performed by any of the above designated officers, and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.

      "Securities Act" means the Securities Act of 1933, as amended from time to
time.

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

      "Subordinated Debentures" means the Depositor's [ ]% Subordinated
Debentures due [ ], issued pursuant to the Indenture and as they may be amended
from time to time.

      "Successor Capital Security" of any particular Capital Security means
every Capital Security issued after, and evidencing all or a portion of the same
beneficial interest in the Issuer Trust as that evidenced by, such particular
Capital Security; and, for the purposes of this definition, any Capital Security
executed and delivered under


                                      -10-
<PAGE>
Section 5.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen
Capital Security shall be deemed to evidence the same beneficial interest as the
mutilated, destroyed, lost or stolen Capital Securities Certificate.

      "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 Trust Agreement is 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 Subordinated Debentures registered in the
name of the Property Trustee, as Holder, in the Security Register maintained
with respect to the Subordinated Debentures pursuant to the Indenture (and
solely for this purpose "Holder" and "Security Register" have the meanings set
forth in the Indenture), (b) the rights of the Issuer Trust under the Expense
Agreement, (c) any cash on deposit in, or owing to, the Payment Account and (d)
all proceeds and rights in respect of the foregoing and any other property and
assets for the time being held or deemed to be held by the Property Trustee
pursuant to the trusts of this Trust Agreement.

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

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

      "Underwriting Agreement" means the Underwriting Agreement, dated as of
[ ], among the Issuer Trust, the Depositor and the Underwriters named
therein, as the same may be amended from time to time.

                                   ARTICLE II

                        CONTINUATION OF THE ISSUER TRUST

      Section 2.1. Name.

      The Issuer Trust continued hereby shall be known as "Goldman Sachs Capital
III," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
Issuer Trustees, in


                                      -11-
<PAGE>
which name the Issuer Trustees may conduct the business of the Issuer Trust,
make and execute contracts and other instruments on behalf of the Issuer Trust
and sue and be sued.

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

      The address of the Delaware Trustee in the State of Delaware is White Clay
Center, Route 273, Newark, Delaware 19711, 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 Issuer Trust is in care
of The Goldman Sachs Group, Inc., 85 Broad Street, New York, New York 10004,
Attn: [ ].

      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 $[ ], which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Issuer Trust as they arise or shall, upon request of any Issuer
Trustee, promptly reimburse such Issuer Trustee for any such expenses paid by
such Issuer Trustee. The Depositor shall make no claim upon the Trust Property
for the payment of such expenses.

      Section 2.4. Issuance of the Capital Securities.

      On [ ], the Depositor, both on its own behalf and on behalf of the Issuer
Trust and pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Issuer Trust,
shall execute in accordance with Sections 5.2, 5.3 and 8.9(a) and deliver to the
Underwriters, Capital Securities Certificates, registered in the names requested
by the Underwriters or a representative thereof, evidencing [ ] Capital
Securities having an aggregate Liquidation Amount of $ [ ], against receipt of
the aggregate purchase price for such Capital Securities of $ [ ] by the
Property Trustee.

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

      Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Issuer Trust, shall execute in
accordance with Sections 5.2 and 5.3 and shall deliver to the Depositor Common
Securities Certificates, registered in the name of the Depositor, evidencing 1
Common Security having an aggregate Liquidation Amount of $[ ] against payment
by the Depositor of such amount to the Property Trustee. Contemporaneously
therewith, an Administrative Trustee, on behalf of the Issuer Trust, shall
subscribe for and purchase from the Depositor the Subordinated Debentures,
registered in the name of the Property Trustee on behalf of the Issuer Trust and
having an aggregate principal amount equal to $[ ], and, in satisfaction of the
purchase price for such Subordinated Debentures, the Property Trustee, on behalf
of the Issuer Trust, shall deliver to the Depositor the sum of $[ ] (being the
sum of the


                                      -12-
<PAGE>
amounts delivered to the Property Trustee pursuant to (i) Section 2.4 and (ii)
this Section 2.5).

      Section 2.6. Continuation of Trust.

      The exclusive purposes and functions of the Issuer Trust are (a) to issue
and sell Trust Securities and to use the proceeds from such sale to acquire the
Subordinated Debentures, and (b) to engage in only those activities necessary or
incidental thereto. The Depositor hereby appoints the Issuer Trustees as
trustees of the Issuer Trust, to have all the rights, powers and duties to the
extent set forth herein, and the Issuer 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
Issuer Trust and the Holders. The Administrative Trustees shall have only those
ministerial duties set forth herein with respect to accomplishing the purposes
of the Issuer Trust and, to the fullest extent permitted by law, shall not be
fiduciaries with respect to the Issuer Trust or the Holders. 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 Issuer Trustees of the Issuer Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act
and for taking such actions as are required to be taken by a Delaware Trustee
under the Delaware Statutory Trust Act.

      Section 2.7. Authorization to Enter into Certain Transactions.

      (a)   The Issuer Trustees shall conduct the affairs of the Issuer Trust in
accordance with the terms of this Trust Agreement. Subject to the limitations
set forth in paragraph (b) of this Section 2.7, and in accordance with the
following provisions (i) and (ii), the Issuer Trustees shall have the authority
to enter into all transactions and agreements determined by the Issuer Trustees
to be appropriate in exercising the authority, express or implied, otherwise
granted to the Issuer Trustees, as the case may be, under this Trust Agreement,
and to perform all acts in furtherance thereof, including without limitation,
the following:

            (i)   Each Administrative Trustee shall have the power and authority
      to act on behalf of the Issuer Trust with respect to the following
      matters:

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

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

                  (C)   assisting in the registration of the Capital Securities
            under the Securities Act and under applicable state securities or
            blue sky laws,


                                      -13-
<PAGE>
            and the qualification of this Trust Agreement as a trust indenture
            under the Trust Indenture Act;

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

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

                  (F)   the consent to the appointment of a Paying Agent and
            Securities Registrar in accordance with this Trust Agreement (which
            consent shall not be unreasonably withheld);

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

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

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

                  (J)   unless otherwise required by applicable law, to execute
            on behalf of the Issuer Trust (either acting alone or together with
            any or all of the Administrative Trustees) any documents that the
            Administrative Trustees have the power to execute pursuant to this
            Trust Agreement; and

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

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

                  (A)   the establishment of the Payment Account;

                  (B)   the receipt of the Subordinated Debentures;


                                      -14-
<PAGE>
                  (C)   the collection of interest, principal and any other
            payments made in respect of the Subordinated Debentures and the
            holding of such amounts in the Payment Account;

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

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

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

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

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

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

                  (J)   any of the duties, liabilities, powers or the authority
            of the Administrative Trustees set forth herein; and in the event of
            a conflict between the action of Administrative Trustees and the
            action of the Property Trustee, the action of the Property Trustee
            shall prevail.

      (b)   So long as this Trust Agreement remains in effect, the Issuer Trust
(or the Issuer Trustees or Administrative Trustees acting on behalf of the
Issuer Trust) shall not undertake any business, activities or transaction except
as expressly provided herein or contemplated hereby. In particular, the Issuer
Trustees shall not (i) acquire any investments or engage in any activities not
authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Holders, except as expressly provided herein,
(iii) take any action that would reasonably be expected to cause the Issuer
Trust to be classified as an association taxable as a corporation or as other
than a grantor trust for United States Federal income tax purposes, (iv) incur
any indebtedness for borrowed money or issue any other debt or (v) take or
consent to any action that would result in the placement of a Lien on any of the
Trust Property. The Property Trustee shall, at the sole cost and expense of the
Issuer Trust, defend all claims and demands of all Persons at any time claiming
any Lien on any of the Trust Property adverse to the interest of the Issuer
Trust or the Holders in their capacity as Holders.


                                      -15-
<PAGE>
      (c)   In connection with the issue and sale of the Capital Securities, the
Depositor shall have the right and responsibility to assist the Issuer Trust
with respect to, or effect on behalf of the Issuer Trust, the following (and any
actions taken by the Depositor in furtherance of the following prior to the date
of this Trust Agreement are hereby ratified and confirmed in all respects):

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

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

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

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

            (v)   the preparation and execution of a Letter of Representations
      to The Depository Trust Company on behalf of the Issuer Trust;

            (vi)  the negotiation of the terms of, and the execution and
      delivery of, the Underwriting Agreement providing for the sale of the
      Capital Securities; and

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

      (d)   Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Issuer Trust
and to operate the Issuer Trust so that the Issuer Trust will not be deemed to
be an "investment company" required to be registered under the 1940 Act, or to
be classified as an association taxable as a corporation or as other than a
grantor trust for United States federal income tax purposes and so that the
Subordinated Debentures will be treated as


                                      -16-
<PAGE>
indebtedness of the Depositor for United States Federal income tax purposes. In
this connection, the Administrative Trustees are authorized to take any action,
not inconsistent with applicable law, the Certificate of Trust or this Trust
Agreement, that each 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
Capital Securities. In no event shall the Administrative Trustees be liable to
the Issuer Trust or the Holders for any failure to comply with this section that
results from a change in law or regulation or interpretation thereof.

      Section 2.8. Assets of Trust.

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

      Section 2.9. Title to Trust Property.

      Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Issuer 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 shall
establish the Payment Account. The Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this Trust Agreement.
All monies and other property deposited or held from time to time in the Payment
Account shall be held by the Property Trustee in the Payment Account for the
exclusive benefit of the Holders and for distribution as herein provided,
including (and subject to) any priority of payments provided for herein.

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


                                      -17-
<PAGE>
                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

      Section 4.1. Distributions.

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

            (i)   Distributions on the Trust Securities shall be cumulative, and
      will accumulate whether or not there are funds of the Issuer Trust
      available for the payment of Distributions. Distributions shall accrue
      from [ ], and, except in the event (and to the extent) that the Depositor
      exercises its right to defer the payment of interest on the Subordinated
      Debentures pursuant to the Indenture, shall be payable [insert period] in
      arrears on [ ] of each year, commencing on [ ]. If any date on which a
      Distribution is otherwise payable on the Trust Securities is not a
      Business Day, then the payment of such Distribution shall be made on the
      next succeeding day that is a Business Day (and without any interest or
      other payment in respect of any such delay) except that, if such Business
      Day is in the next succeeding calendar year, payment of such Distribution
      shall be made on the immediately preceding Business Day, in each case with
      the same force and effect as if made on the date such payment was
      originally payable (each date on which Distributions are payable in
      accordance with this Section 4.1(a), a "Distribution Date"). Each
      Distribution Date shall be the same as the corresponding Interest Payment
      Date for the Subordinated Debentures, and the number of days during each
      accumulation period for Distributions shall be the same as the number of
      days during the corresponding interest accrual period for the Subordinated
      Debentures.

            (ii)  Distributions shall accumulate in respect of the Capital
      Securities at a rate of [ ] % per annum of the Liquidation Amount of the
      Trust Securities. The amount of Distributions payable for any period less
      than a full Distribution period shall be computed on the basis of a
      360-day year of twelve 30-day months and the actual number of days elapsed
      in a partial month in a period. The amount of Distributions payable for
      any period shall include any Additional Amounts in respect of such period
      (and the record date for such amounts shall be the same as for the
      corresponding Distribution). Additional Amounts do not include and are not
      part of Other Amounts and shall be payable on Trust Securities only to the
      extent that payment thereof would be legally enforceable and would not
      duplicate payment of any other amount that may accumulate on the Trust
      Securities and only to the extent that the Issuer Trust has funds on hand
      and available in the Payment Account.

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

            (iv)  Each Holder of Trust Securities shall also be entitled to
      receive payment of any Other Interest (as defined in the Indenture) that
      is due and payable


                                      -18-
<PAGE>
      pursuant to the Indenture with respect to a principal amount of
      Subordinated Debentures equal to the Liquidation Amount of such Trust
      Securities, on the day such Other Interest is paid with respect to the
      Subordinated Debentures or, if such day is not a Distribution Date or
      Redemption Date, no later than the next succeeding Distribution Date or
      Redemption Date (and without any interest or with payment in respect of
      such delay) ("Other Amounts"). Other Amounts do not include and are not
      part of Additional Amounts and shall be payable on the Trust Securities
      only to the extent legally permitted, only to the extent that payment
      thereof would be legally enforceable and would not duplicate payment of
      any other amount that may accumulate on the Trust Securities and only to
      the extent the Issuer Trust has funds on hand and available in the Payment
      Account. Payment of Other Amounts shall be made as provided in Section 4.4
      or in any other reasonable manner determined by the Property Trustee. No
      interest or other amount shall accrue or be payable on any Distribution,
      except for Additional Amounts and Other Amounts as provided herein.

      (b)   Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities at the close of business (or 5:00 P.M., New
York City time, on any day that is not a Business Day) on the relevant record
date, which shall be the Business Day next preceding the relevant Distribution
Date at any time when the Capital Securities are represented by a Global Capital
Securities Certificate(s) (and at any other time, the [ ] [ ], [ ], or [ ] next
preceding the relevant Distribution Date).

      Section 4.2. Redemption.

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

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

            (i)   the Redemption Date;

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

            (iii) the CUSIP number or CUSIP numbers of the Capital Securities
      affected;


                                      -19-
<PAGE>
            (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 will become
      due and payable upon each such Trust Security to be redeemed and that
      Distributions thereon will cease to accumulate on or after said date,
      except as provided in Section 4.2(d) below; and

            (vi)  the place or places where the Trust Securities are to be
      surrendered for the payment of the Redemption Price.

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

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

      (d)   If the Property Trustee gives a notice of redemption in respect of
any Capital Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 4.2(c), the Property Trustee will, with
respect to Book-Entry Capital Securities, irrevocably deposit with the Clearing
Agency for such Book-Entry Capital Securities, to the extent available therefor,
funds sufficient to pay the applicable Redemption Price and will give such
Clearing Agency irrevocable instructions and authority to pay the Redemption
Price to the Owners thereof. With respect to Capital Securities that are not
Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c),
will irrevocably deposit with the Paying Agent, to the extent available
therefor, 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 Capital Securities
Certificates. Notwithstanding the foregoing, Distributions payable on or prior
to the Redemption Date for any Trust Securities called for redemption shall be
payable to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of Holders
of Trust Securities so called for redemption will cease, except the right of
such Holders to receive the Redemption Price including any unpaid Distribution
payable on or prior to the Redemption Date, but without interest, and such Trust
Securities will cease to be


                                      -20-
<PAGE>
Outstanding. In the event that any date on which any Redemption Price is payable
is not a Business Day, then payment of the Redemption Price payable on such date
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date. In the event that payment of the Redemption Price in
respect of any Trust Securities called for redemption is improperly withheld or
refused and not paid either by the Issuer Trust or by the Depositor pursuant to
the Guarantee, Distributions on such Trust Securities will continue to
accumulate as set forth in Section 4.1, from the Redemption Date originally
established by the Issuer Trust for such Trust Securities to the date such
Redemption Price is actually paid, in which case the actual payment date will be
the date fixed for redemption for purposes of calculating the Redemption Price.

      (e)   Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated
approximately 3% to the Common Securities and 97% to the Capital Securities. The
particular Capital Securities to be redeemed shall be selected on a pro rata
basis (based upon Liquidation Amounts) not more than 60 days prior to the
Redemption Date by the Property Trustee from the Outstanding Capital Securities
not previously called for redemption, provided that, so long as the Capital
Securities are in book-entry-only form, such selection shall be made in
accordance with the customary procedures for the Clearing Agency for the Capital
Securities. The Property Trustee shall promptly notify the Securities Registrar
in writing of the Capital Securities selected for redemption and, in the case of
any Capital 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 Capital
Securities shall relate, in the case of any Capital Securities redeemed or to be
redeemed only in part, to the portion of the Liquidation Amount of Capital
Securities that has been or is to be redeemed.

      Section 4.3. Subordination of Common Securities.

      (a)   Payment of Distributions (including any Additional Amounts) on, and
the Redemption Price of, the Trust Securities, as applicable, shall be made,
subject to Section 4.2(e), pro rata (based on Liquidation Amounts) among the
Common Securities and the Capital Securities; provided, however, that if on any
Distribution Date or Redemption Date any Event of Default resulting from a
Debenture Event of Default shall have occurred and be continuing, no payment of
any Distribution (including any Additional Amounts and Other Amounts) 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 any Additional Amounts and Other Amounts) on all Outstanding Capital
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 Capital Securities, shall have been made or


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

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

      Section 4.4. Payment Procedures.

      Payments of Distributions (including Additional Amounts, if applicable) in
respect of the Capital Securities shall be made by check mailed to the address
of the Holder entitled thereto as such address shall appear on the Securities
Register or, if the Capital 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 Holders' accounts at such Clearing Agency
on the applicable Distribution Dates. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Holder of the Common Securities.

      Section 4.5. Tax Returns and Reports.

      The Property Trustee shall prepare (or cause to be prepared), at the
Depositor's expense, and file all United States Federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Issuer Trust. In this regard, the Property 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 Issuer Trust in each taxable year of
the Issuer Trust and (b) prepare and furnish (or cause to be prepared and
furnished) to each Holder the appropriate Internal Revenue Service form required
to be provided by the Issuer Trust. The Property Trustee shall provide the
Depositor with a copy of all such returns and reports promptly after such filing
or furnishing. The Property Trustee 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 4.6. Payment of Taxes, Duties, Etc. of the Issuer Trust.

      Upon receipt under the Subordinated Debentures of Additional Sums, the
Property Trustee shall promptly pay any taxes, duties or governmental charges of


                                      -22-
<PAGE>
whatsoever nature (other than withholding taxes) imposed on the Issuer Trust by
the United States or any other taxing authority.

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

      Any amount payable hereunder to any Holder of Capital Securities shall be
reduced by the amount of any corresponding payment such Holder (or an Owner with
respect to the Holder's Capital Securities) has directly received pursuant to
Section 2.6 of the Supplemental Indenture or Section 5.13 of this Trust
Agreement.

      Section 4.8. Liability of the Holder of Common Securities.

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

      Section 4.9. Exchanges.

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

      (b)   In the case of an exchange described in Section 4.9(a), the Issuer
Trust will, on the date of such exchange, exchange Subordinated Debentures
having a principal amount equal to a proportional amount of the aggregate
Liquidation Amount of the Outstanding Common Securities, based on the ratio of
the aggregate Liquidation Amount of the Capital Securities exchanged pursuant to
Section 4.9(a) divided by the aggregate Liquidation Amount of the Capital
Securities Outstanding immediately prior to such exchange, for such proportional
amount of Common Securities held by the Depositor (which contemporaneously shall
be cancelled and no longer be deemed to be Outstanding); provided that the
Depositor delivers or causes to be delivered to the


                                      -23-
<PAGE>
Property Trustee or its designee the required amount of Common Securities to be
exchanged by 10:00 A.M. New York time, on the Distribution Date on which such
exchange is to occur.

                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

      Section 5.1. Initial Ownership.

      Upon the creation of the Issuer 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 Issuer Trust.

      Section 5.2. The Trust Securities Certificates.

      (a)   The Capital Securities Certificates and the Common Securities
Certificates shall be issued in denominations of $[ ] Liquidation Amount and
integral multiples thereof. The Trust Securities Certificates shall be executed
on behalf of the Issuer Trust by manual or facsimile signature of at least one
Administrative Trustee. Trust Securities Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Issuer Trust, shall
be validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such 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 Section 5.5.

      (b)   Upon their original issuance, Capital Securities Certificates shall
be issued in the form of one or more Global Capital Securities Certificates
registered in the name of DTC, as Clearing Agency, or its nominee and deposited
with DTC or a custodian for DTC for credit by DTC to the respective accounts of
the Owners thereof (or such other accounts as they may direct). All Capital
Securities Certificates shall be issued substantially in the form of Exhibit C
hereto, with such changes, insertions, notations and legends (if other than as
contemplated by Exhibit C) as may be deemed appropriate by the Depositor and the
Administrative Trustees.

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


                                      -24-
<PAGE>
      Section 5.3. Execution and Delivery of Trust Securities Certificates.

      At the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Issuer Trust by manual or
facsimile signature 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, treasurer or assistant treasurer or controller without
further corporate action by the Depositor, in authorized denominations.

      Section 5.4. Book-Entry Capital Securities.

      As provided in Section 5.2(b), Capital Securities, upon original issuance,
will be issued in the form of Global Capital Securities Certificates
representing Book-Entry Capital Securities, to be delivered to DTC or its
nominee by, or on behalf of, the Issuer Trust. Such Global Capital Securities
Certificates shall initially be registered on the Securities Register in the
name of Cede & Co., the nominee of DTC, and no Owner will receive a Definitive
Capital Securities Certificate representing such Owner's interest in such
Capital Securities, except as provided in this Section 5.4.

      (a)   Each Global Capital Securities Certificate issued under this Trust
Agreement shall be registered in the name of the Clearing Agency or a nominee
thereof designated by the Depositor for the related Book-Entry Capital
Securities and delivered to such Clearing Agency or a nominee thereof or
custodian therefor and each such Global Capital Securities Certificate shall
constitute a single Capital Securities Certificate for all purposes of this
Trust Agreement.

      (b)   Notwithstanding any other provision in this Trust Agreement, no
Global Capital Securities Certificate may be exchanged in whole or in part for
Capital Securities Certificates registered, and no transfer of a Global Capital
Securities Certificate in whole or in part may be registered, in the name of any
Person other than the Clearing Agency for such Global Capital Securities
Certificate or a nominee thereof unless (i) the Clearing Agency advises the
Depositor and the Property Trustee in writing that the Clearing Agency is no
longer willing or able to discharge its responsibilities with respect to the
Global Capital Securities Certificates or has ceased to be a Clearing Agency,
(ii) the Depositor at its option advises the Clearing Agency in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii) a
Debenture Event of Default has occurred and is continuing. Upon the occurrence
of any event specified in clause (i) or (ii) above, the Depositor may, in its
sole discretion within 60 days, designate a successor Clearing Agency to
maintain a book-entry system for Capital Securities represented by a Global
Capital Securities Certificate(s), whereupon the certificate(s) representing all
Outstanding Book-Entry Capital Securities shall be promptly exchanged for a new
Global Capital Securities Certificate(s) representing all such Capital
Securities and registered in the name of the successor Clearing Agency or its
nominees. Upon the occurrence of any event specified in clause (iii) above, or
in clause (i) or (ii) above if the Depositor does not designate a successor
Clearing Agency as provided above, all the


                                      -25-
<PAGE>
Global Capital Securities Certificate(s) representing all Book-Entry Capital
Securities shall, promptly upon surrender to the Property Trustee or its agent
as provided in this Article Five, be exchanged for Definitive Capital Securities
Certificate(s) registered in such names and having such denominations as the
Clearing Agency, or its nominee, shall designate as provided in this Article
Five.

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

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

      (e)   The Clearing Agency or its nominee, as registered owner of a Global
Capital Securities Certificate, shall be the Holder of such Global Capital
Securities Certificate for all purposes under this Trust Agreement and the
Global Capital Securities Certificate, and Owners with respect to a Global
Capital Securities Certificate shall hold


                                      -26-
<PAGE>
any interests they may have therein pursuant to the Applicable Procedures. The
Securities Registrar and the Issuer Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Trust Agreement relating to the
Book-Entry Capital Securities (including payment of the Liquidation Amount of
and Distributions on the Capital Securities evidenced by Book-Entry Capital
Securities and giving notices to Holders, and Holders giving notices or taking
any other action, with respect to such Capital Securities) as the sole Holder of
Capital Securities evidenced by the Book-Entry Capital Securities and shall have
no obligations to the Owners thereof. Neither the Property Trustee nor the
Securities Registrar shall have any liability in respect of any transfers
effected by the Clearing Agency.

      The rights of the Owners of the Book-Entry Capital Securities shall be
exercised only through the Clearing Agency and shall be limited to those
established by law, the Applicable Procedures and agreements between such Owners
and the Clearing Agency and/or the Clearing Agency Participants. All payments,
transfers, credits and debits effected by the Clearing Agency or any direct or
indirect participant therein, and all actions taken by the Clearing Agency or
its nominee as Holder, in respect of Book-Entry Capital Securities shall be the
responsibility solely of the Clearing Agency and/or its direct and indirect
participants, as applicable, and none of the Depositor or the Issuer Trustees
shall have any responsibility or obligation with respect thereto.

      Section 5.5. Registration of Transfer and Exchange of Capital Securities
Certificates.

      (a)   The Property Trustee shall keep or cause to be kept, at the office
or agency maintained pursuant to Section 5.9, a register or registers for the
purpose of registering Trust Securities Certificates and transfers and exchanges
of Capital Securities Certificates (the "Securities Register") in which the
registrar designated by the Property Trustee (the "Securities Registrar") with
the reasonable consent of the Administrative Trustees, subject to such
reasonable regulations as it may prescribe, shall provide for the registration
of Capital Securities Certificates and Common Securities Certificates (subject
to Section 5.11 in the case of the Common Securities Certificates) and
registration of transfers and exchanges of Capital Securities Certificates as
herein provided. The Bank shall be the initial Securities Registrar.

      Upon surrender for registration of transfer of any Capital Securities
Certificate at the office or agency maintained pursuant to Section 5.9, the
Administrative Trustees or any one of them shall execute by manual or facsimile
signature and deliver to the Property Trustee for further delivery, in the name
of the designated transferee or transferees, one or more new Capital Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount
dated the date of execution by such Administrative Trustee.

      The Securities Registrar shall not be required to register the transfer of
any Capital Securities that have been called for redemption. At the option of a
Holder, Capital Securities Certificates may be exchanged for other Capital
Securities Certificates


                                      -27-
<PAGE>
in authorized denominations of the same class and of a like aggregate
Liquidation Amount upon surrender of the Capital Securities Certificates to be
exchanged at the office or agency maintained pursuant to Section 5.9.

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

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

      The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank
also in its role as Securities Registrar, for so long as the Bank shall act as
Securities Registrar.

      Whenever this Trust Agreement makes reference to the execution of Trust
Securities Certificates, such reference to execution shall mean manual execution
by an Administrative Trustee or, in the alternative, execution by facsimile
signature by an Administrative Trustee and authentication by the Property
Trustee.

      Capital Securities Certificates bearing the manual or facsimile signatures
of individuals who were at any time the proper Administrative Trustees of the
Issuer Trust shall bind the Issuer Trust, notwithstanding that such individuals
or any of them have ceased to hold such office prior to the authentication and
delivery of such Capital Securities Certificates or did not hold such offices at
the date of such Capital Securities Certificates.

      Each Capital Securities Certificate that is executed by facsimile and
authenticated by the Property Trustee shall be dated the date of its
authentication.

      (b)   Certain Transfers and Exchanges. Notwithstanding any other provision
of this Trust Agreement, transfers and exchanges of Capital Securities
Certificates and beneficial interests in Book-Entry Capital Securities of the
kinds specified in this Section 5.5(b) shall be made only in accordance with
this Section 5.5(b).

            (i)   Non-Global Capital Securities Certificate to Global Capital
      Securities Certificate. If the Holder of a Capital Securities Certificate
      (other than a Global Capital Securities Certificate) wishes at any time to
      transfer all or any portion of the Capital Securities represented thereby
      to a Person who wishes to take delivery thereof in the form of Book-Entry
      Capital Securities represented by a Global Capital Securities Certificate,
      such transfer may be effected only in accordance with the provisions of
      this Clause (b)(i) and subject to the Applicable Procedures, and only if
      there are other Book-Entry Capital Securities Outstanding


                                      -28-
<PAGE>
      or the Depositor consents to such exchange in advance. Upon receipt by the
      Securities Registrar of such Capital Securities Certificate as provided in
      Section 5.5(a) and instructions satisfactory to the Securities Registrar
      directing that a specified number of Capital Securities to be represented
      by the Global Capital Securities Certificate not greater than the number
      of Capital Securities represented by such Capital Securities Certificate
      be credited to a specified Clearing Agency Participant's account and then
      the Securities Registrar shall cancel such Capital Securities Certificate
      (and issue a new Capital Securities Certificate in respect of any
      untransferred portion thereof) as provided in Section 5.5(a) and increase
      the aggregate Liquidation Amount of the Global Capital Securities
      Certificate by the Liquidation Amount represented by such Capital
      Securities so transferred as provided in Section 5.4(c).

            (ii)  Non-Global Capital Securities Certificate to Non-Global
      Capital Securities Certificate. Capital Securities other than Book-Entry
      Capital Securities may be transferred, in whole or in part, to a Person
      who takes delivery in the form of a Capital Securities Certificate that is
      not a Global Capital Securities Certificate as provided in Section 5.5(a).

            (iii) Global Capital Securities Certificate to Non-Global Capital
      Securities Certificate. Capital Securities represented by a Global Capital
      Securities Certificate may be exchanged for a Capital Securities
      Certificate that is not a Global Capital Securities Certificate as
      provided in Section 5.4.

      Before registering for transfer or exchange any Capital Securities
Certificates issued in certificated fully registered form as provided in Section
5.2, 5.4 or 5.5 of the Trust Agreement, the Property Trustee as Securities
Registrar may require an Opinion of Counsel or other evidence satisfactory to it
(which may include a certificate from such purchaser or Holder) that the
purchase and holding of such Capital Securities by such purchaser or Holder will
be exempt from Section 406 of ERISA and Section 4975 of the Code by reason of
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 96-23,
95-60, 91-38, 90-1 or 84-14 or another applicable exemption with respect to such
purchase or holding and, in the case of any purchaser or Holder relying on any
exemption other than PTCE 96-23, 95-60, 91-38, 90-1 or 84-14, an Opinion of
Counsel or other evidence satisfactory to the Property Trustee with respect to
the availability of such exemption. Any purchaser or Holder of any Capital
Securities or any interest therein will be deemed to have represented by its
purchase and holding thereof that it either (i) is not a Plan or a Plan Asset
Entity and is not purchasing such Capital Securities on behalf of or with "plan
assets" of any Plan, or (ii) the purchase and holding of any such Capital
Security is exempt from Section 406 of ERISA and Section 4975 of the Code by
reason of PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable
exemption with respect to such purchase or holding.

      (c)   The Property Trustee shall not be required to insure or verify
compliance with securities laws, including the Securities Act, Exchange Act and
1940 Act, in connection with transfers and exchanges of Capital Securities
Certificates.


                                      -29-
<PAGE>
      Section 5.6. 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 Issuer Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith. Any duplicate Trust Securities Certificate issued
pursuant to this Section shall constitute conclusive evidence of an undivided
beneficial interest in the assets of the Issuer Trust, as if originally issued,
whether or not the lost, stolen or destroyed Trust Securities Certificate shall
be found at any time.

      Section 5.7. Persons Deemed Holders.

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

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

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

      Section 5.9. Maintenance of Office or Agency.

      The Property Trustee shall designate, with the consent of the
Administrative Trustees, which consent shall not be unreasonably withheld, an
office or offices or agency or agencies where Capital Securities Certificates
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Corporate Trust Office of the Property Trustee
is initially designated the office for such purpose. The Administrative Trustees
or the Property Trustee shall give prompt written notice to the Depositor and to
the Holders of any change in the location of the Securities Register or any such
office or agency.


                                      -30-
<PAGE>
      Section 5.10. 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 Property Trustee may revoke such
power and remove the Paying Agent in its sole discretion. The Paying Agent shall
initially be the Bank, and any co-paying agent chosen by the Bank, and
reasonably acceptable to the Administrative Trustees. Any Person acting as
Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Administrative Trustees and the Property Trustee. 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 Property Trustee shall
appoint a successor that is reasonably acceptable to the Administrative Trustees
to act as Paying Agent (which shall be a bank or trust company). Such successor
Paying Agent or any additional Paying Agent shall execute and deliver to the
Issuer Trustees an instrument in which such successor Paying Agent or additional
Paying Agent shall agree with the Issuer Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Holders in trust for the benefit of the Holders
entitled thereto until such sums shall be paid to such Holders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall
apply to the Bank also in its role as Paying Agent, for so long as the Bank
shall act as Paying Agent and, to the extent applicable, to any other paying
agent appointed hereunder. Any reference in this Trust Agreement to the Paying
Agent shall include any co-paying agent unless the context requires otherwise.

      Section 5.11. Ownership of Common Securities by Depositor.

      At the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. Neither the Depositor nor any
successor Holder of the Common Securities may transfer less than all the Common
Securities, and the Depositor and any successor Holder may transfer the Common
Securities only (i) 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 801 of the Indenture, or (ii) to the Depositor or an
Affiliate of the Depositor in compliance with applicable law (including the
Securities Act and applicable State securities and blue sky laws), and in either
case only upon an effective assignment and delegation by the Holder of all the
Common Securities to its transferee of all of its rights and obligations under
the Expense Agreement. To the fullest extent permitted by law, any attempted
transfer of the Common Securities other than as set forth in the next preceding
sentence shall be void. The Administrative Trustees shall cause each Common
Securities Certificate issued to the Depositor to contain a legend stating
substantially "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH
SECTION 5.11 OF THE


                                      -31-
<PAGE>
TRUST AGREEMENT AND ONLY IN CONNECTION WITH A SIMULTANEOUS DELEGATION AND
ASSIGNMENT OF THE EXPENSE AGREEMENT REFERRED TO THEREIN".

      Section 5.12. Notices to Clearing Agency.

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

      Section 5.13. 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 2.9, and
the Holders shall not have any right or title therein other than the undivided
beneficial interest in the assets of the Issuer Trust conferred by their Trust
Securities and they shall have no right to call for any partition or division of
property, profits or rights of the Issuer Trust except as described below. The
Trust Securities shall be personal property giving only the rights specifically
set forth therein and in this Trust Agreement. The Trust Securities shall have
no preemptive or similar rights and, except to the extent set forth in Section
4.8, when issued and delivered to Holders against payment of the purchase price
therefor will be fully paid and nonassessable undivided beneficial interests in
Trust Property. Except as set forth in Section 4.8, the Holders, 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 Capital Securities remain Outstanding, if, a
Debenture Event of Default (other than a Debenture Event of Default specified in
Section 501(5) or 501(6) of the Indenture) has occurred and is continuing, and
if, the Debenture Trustee fails and the holders of not less than 25% in
aggregate principal amount of the outstanding Subordinated Debentures fail to
declare the principal of all of the Subordinated Debentures to be immediately
due and payable, the Holders of at least 25% in aggregate Liquidation Amount of
the Capital Securities then Outstanding shall have such right pursuant to
Section 2.5 of the Supplemental Indenture, which may be exercised by giving
notice in writing to the Depositor and the Debenture Trustee with a copy to the
Property Trustee; and upon any such declaration such principal amount of and the
accrued interest on all of the Subordinated Debentures shall become immediately
due and payable, provided that the payment of principal and interest on such
Subordinated Debentures shall remain subordinated to the extent provided in the
Indenture.

      At any time after such a declaration of acceleration with respect to the
Subordinated Debentures has been made by the Holders of Capital Securities and
before a judgment or decree for payment of the money due has been obtained by
the Debenture Trustee as in the Indenture provided, the Holders of at least a
majority in aggregate Liquidation Amount of the Outstanding Capital Securities,
by written notice to the


                                      -32-
<PAGE>
Property Trustee, the Depositor and the Debenture Trustee, may rescind and annul
such declaration and its consequences if:

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

                  (A)   all overdue interest on all of the Subordinated
            Debentures,

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

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

            (ii)  all Events of Default with respect to the Subordinated
      Debentures, other than the non-payment of the principal of the
      Subordinated Debentures which has become due solely by such acceleration,
      have been cured or waived as provided in Section 513 of the Indenture.

      The Holders of at least a majority in aggregate Liquidation Amount of the
Outstanding Capital Securities may, on behalf of the Holders of all the Capital
Securities, waive any past default under the Indenture with respect to the
Subordinated Debentures, except a default in the payment of principal, premium
(if any) or interest (unless a sum sufficient to pay all overdue interest,
premium (if any) and principal due in respect of the Subordinate Debentures
otherwise than by acceleration has been deposited with the Debenture Trustee) or
a default in respect of a covenant or provision which under Article IX of the
Indenture cannot be modified or amended without the consent of the holder of
each outstanding Subordinated Debenture. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

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


                                      -33-
<PAGE>
such 90-day period, a new written notice of declaration of acceleration, or
rescission and annulment thereof, as the case may be, that is identical to a
written notice which has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 5.13(b).

      (c)   For so long as any Capital Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 501(1)
or 501(2) of the Indenture, any Holder of Capital Securities shall have the
right to institute a proceeding directly against the Depositor, pursuant to
Section 2.6 of the Supplemental Indenture for enforcement of payment to such
Holder of the principal amount of or premium (if any) or interest on
Subordinated Debentures having a principal amount equal to the Liquidation
Amount of the Capital Securities of such Holder (a "Direct Action"). Except as
set forth in this Section 5.13, the Holders of Capital Securities shall have no
right to exercise directly any right or remedy available to the holders of, or
in respect of, the Subordinated Debentures, and their right to do so under this
Section 5.13 shall terminate when there are no Capital Securities Outstanding.

                                   ARTICLE VI

                       ACTS OF HOLDERS; MEETINGS; VOTING

      Section 6.1. Limitations on Voting Rights.

      (a)   Except as expressly provided in this Trust Agreement and in the
Indenture and as otherwise required by law, no Holder of Capital Securities
shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Issuer Trust or the obligations
of the parties hereto, nor shall anything herein set forth, or contained in the
terms of the 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 Subordinated Debentures are held by the Issuer Trust,
the Property Trustee shall not (i) direct the time, method or place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on the Property Trustee with respect to
such Subordinated Debentures, (ii) waive any past default with respect to the
Subordinated Debentures which is waivable under Section 513 of the Indenture,
(iii) exercise any right to rescind or annul a declaration that the principal of
all the Subordinated Debentures shall be due and payable or (iv) consent to any
amendment, modification or termination of the Subordinated Debentures or the
Indenture with respect to the Subordinated Debentures, where such consent shall
be required, without, in each case (i), (ii), (iii) and (iv), obtaining the
prior approval of the Holders of at least a majority in Liquidation Amount of
all Outstanding Capital Securities, provided, however, that where a consent
under the Indenture would require the consent of each holder of Subordinated
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior written consent of the Holder of each Outstanding
Capital Security affected thereby. The Issuer Trustees shall not revoke any
action previously authorized or approved by a vote of the Holders of Capital
Securities,


                                      -34-
<PAGE>
except by a subsequent vote of the Holders of Capital Securities. The Property
Trustee shall notify all Holders of the Capital Securities of any notice of
default received from the Debenture Trustee with respect to the Subordinated
Debentures. In addition to obtaining the foregoing approvals of the Holders of
the Capital Securities, prior to taking any of the foregoing actions, the
Property Trustee shall, at the expense of the Depositor, obtain an Opinion of
Counsel experienced in such matters to the effect that such action shall not
cause the Issuer Trust to be classified as an association taxable as a
corporation or as other than a grantor trust for United States Federal income
tax purposes.

      (c)   As and to the extent permitted in Section 10.2, amendment to this
Trust Agreement may be made, from time to time, without the consent of the
Holders of the Capital Securities:

            (i)   to cure any ambiguity, correct or supplement any provisions in
      this Trust Agreement that may be inconsistent with any other provision, or
      to make any other provisions with respect to matters or questions arising
      under this Trust Agreement, which will not be inconsistent with the other
      provisions of this Trust Agreement; or

            (ii)  to modify, eliminate or add to any provisions of this Trust
      Agreement as necessary to ensure that:

                  (A)   the Issuer Trust will be classified for U.S. federal
            income tax purposes as a grantor trust and not as other than an
            association taxable as a corporation at all times that any Capital
            Securities are outstanding, [or]

                  (B)   the Issuer Trust will not be required to register as an
            "investment company" under the Investment Company Act of 1940, as
            amended, [or]

                  [(C)  if applicable, insert: a Capital Treatment Event (as
            defined in the Indenture) does not occur].

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


                                      -35-
<PAGE>
      (d)   As and to the extent permitted in Section 10.2, amendment to this
Trust Agreement may be made, from time to time, by the Holders of Common
Securities with:

            (i)   the consent of Holders representing at least a majority (based
      upon liquidation amounts) of the Outstanding Capital Securities; and

            (ii)  receipt by the Issuer Trust trustees of an opinion of counsel
      to the effect that the amendment or the exercise of any power granted to
      the Issuer Trust trustees in accordance with the amendment will not cause
      the Issuer Trust to be taxable as a corporation or affect the Issuer
      Trust's status as a grantor trust for U.S. federal income tax purposes or
      the Issuer Trust's exemption from status as an "investment company" under
      the Investment Company Act of 1940, as amended,

      provided that, without the consent of the Holder of each Capital Security
      affected, this Trust Agreement may not be amended to (i) reduce the amount
      or change the timing of any distribution required to be made on the
      Capital Securities as of a specified date; or (ii) restrict the right of a
      Holder of Capital Securities to institute suit for the enforcement of any
      such payment on such Holder's Capital Securities on or after such date.

      Section 6.2. Notice of Meetings.

      Notice of all meetings of Holders of Capital Securities, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each such Holder at such Holder's address as it
appears in the Securities Register as of the record date for such meeting. Such
notice shall be sent, first-class mail, at least 15 days and not more than 90
days before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.

      Section 6.3. Meetings of Holders of Capital Securities.

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

      Holders of at least 50% of the aggregate Liquidation Amount of Outstanding
Capital Securities, present in person or by proxy, shall constitute a quorum at
any meeting of Holders of Capital Securities.


                                      -36-
<PAGE>
      If a quorum is present at a meeting, an affirmative vote by the Holders of
record present, in person or by proxy, holding at least a majority of the
Liquidation Amount of Outstanding Capital Securities held by the Holders of
record present, either in person or by proxy, at such meeting shall constitute
the action of the Holders of Capital Securities, unless this Issuer Trust
Agreement requires a greater number of affirmative votes.

      Section 6.4. Voting Rights.

      In respect of any matter as to which a Holder is entitled to vote, such
Holder shall be entitled to one vote for each $[ ] in Liquidation Amount of
Trust Securities held of record by such Holder.

      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 Property Trustee, or with such other officer or
agent of the Issuer Trust as the Property Trustee 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 and without prior notice, if Holders holding a majority of the
aggregate Liquidation Amount of the Outstanding Trust Securities entitled to
vote in respect of such action (or such larger proportion thereof as shall be
required by any express provision of this Trust Agreement) shall consent to the
action in writing.

      Section 6.7. Record Date for Voting and Other Purposes.

      For the purpose of determining the Holders who are entitled to notice of
and to vote at any meeting or to act by written consent, or to participate in
any Distribution on the Trust Securities in respect of which a record date is
not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Administrative Trustees or Property Trustee 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


                                      -37-
<PAGE>
may be, as a record date for the determination of the identity of the Holders of
record for such purposes.

      Section 6.8. Acts of Holders.

      Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made or
taken by Holders 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, except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to the Property 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 Issuer
Trustees, if made in the manner provided in this Section.

      The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness to 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 Issuer Trustee receiving the same deems sufficient.

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

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

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

      If any dispute shall arise between the Holders and the Issuer Trustees
with respect to the authenticity, validity or binding nature of any request,
demand, authorization, direction, consent, waiver or other Act of such Holder or
Issuer Trustee under this


                                      -38-
<PAGE>
Article VI, then the determination of such matter by the Property Trustee shall
be conclusive with respect to such matter.

      Section 6.9. Inspection of Records.

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

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

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

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

      (a)   the Property Trustee is a New York banking corporation;

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

      (c)   the Delaware Trustee is a banking corporation duly organized,
validly existing;

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

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

      (f)   the execution, delivery and performance of this Trust Agreement have
been duly authorized by all necessary corporate or other action on the part of
the Delaware Trustee and does not require any approval of stockholders of the
Delaware


                                      -39-
<PAGE>
Trustee and such execution, delivery and performance will not (i) violate the
charter or by-laws of the Delaware Trustee, (ii) violate any provision of any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Delaware Trustee is a party or by which it is bound, which
violation would materially and adversely affect the Issuer Trust, the Holders or
the ability of the Delaware Trustee to enter into or perform their obligations
under the Trust Agreement, or result in the creation, or imposition of any Lien
on any properties included in the Trust Property, or (iii) violate any law,
governmental rule or regulation of the United States, the State of New York or
the State of Delaware, as the case may be, governing the banking, trust or
general powers of the Delaware Trustee (as appropriate in context) or any order,
judgment or decree applicable to the Delaware Trustee;

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

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

      Section 7.2. Representations and Warranties of Depositor.

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


                                      -40-
<PAGE>
                                  ARTICLE VIII

                              THE ISSUER TRUSTEES

      Section 8.1. Certain Duties and Responsibilities.

      (a)   The duties and responsibilities of the Issuer Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require any of the Issuer Trustees to expend or risk 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 reasonably satisfactory to it against such risk or
liability is not reasonably assured to it. Whether or not therein expressly so
provided, every provision of this Trust Agreement relating to the conduct or
affecting the liability of or affording protection to the Issuer Trustees shall
be subject to the provisions of this Article. Nothing in this Trust Agreement
shall be construed to release an Issuer Trustee from liability for its own
negligence, bad faith or willful misconduct with respect to acts or omissions.
To the extent that, at law or in equity, an Issuer Trustee has duties and
liabilities relating thereto to the Issuer Trust or to the Holders, such Issuer
Trustee shall not be liable to the Issuer Trust or to any Holder for such Issuer
Trustee's good faith reliance on the provisions of this Trust Agreement. The
provisions of this Trust Agreement, to the extent that they restrict the duties
and liabilities of the Issuer Trustees otherwise existing at law or in equity,
are agreed by the Depositor and the Holders to replace such other duties and
liabilities of the Issuer Trustees.

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

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

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


                                      -41-
<PAGE>
            (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 Subordinated 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.

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

      Section 8.2. Certain Notices.

      Within five Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.8, 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.

      Within five Business Days after the receipt of written notice of the
Depositor's exercise of its right to defer the payment of interest on the
Subordinated Debentures


                                      -42-
<PAGE>
pursuant to the Indenture, the Property Trustee shall transmit, in the manner
and to the extent provided in Section 10.8, notice of such exercise to the
Holders, unless such exercise shall have been revoked.

      Section 8.3. Certain Rights of Property Trustee.

      Subject to the provisions of Section 8.1:

      (a)   the Property Trustee may conclusively 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 or
(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 Holder of Capital Securities is entitled to vote under the terms of this
Trust Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting the Depositor's direction as to the course of action to be taken and,
if not so directed, the Property Trustee shall take such action, or refrain from
taking such action, as the Property Trustee shall deem advisable and in the best
interests of the Holders, in which event the Property Trustee shall have no
liability except for its own bad faith, negligence or willful misconduct;

      (c)   any direction or act of the Depositor 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 as to factual matters
(other than the interpretation of this Agreement) 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

                                      -43-
<PAGE>
its employees) and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon and in accordance with
such advice; the Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;

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

      (h)   the Property Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more 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 and the Property Trustee shall not be responsible for any
misconduct or negligence on the part of, or for the supervision of, any such
agent or attorney appointed with due care by it hereunder;

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

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

      (l)   when the Property Trustee incurs expenses or renders services in
connection with a Bankruptcy Event, such expenses (including the fees and
expenses of its counsel) and the compensation for such services are intended to
constitute expenses of administration under any bankruptcy law or law relating
to creditors rights generally; and


                                      -44-
<PAGE>
      (m)   the Property Trustee shall not be charged with knowledge of an Event
of Default unless a Responsible Officer of the Property Trustee obtains actual
knowledge of such event or the Property Trustee receives written notice of such
event from Holders holding more than a majority of Capital Securities (based
upon Liquidation Amount).

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

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

      Section 8.5. May Hold Securities.

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

      Section 8.6. Compensation; Indemnity; Fees.

      The Depositor agrees:

      (a)   to pay to the Issuer Trustees from time to time such compensation as
shall be agreed in writing between the Issuer Trustees and 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
Issuer Trustees upon request for all reasonable expenses, disbursements and
advances incurred or made by the Issuer Trustees in accordance with any
provision of this Trust Agreement (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence, bad faith or
willful misconduct; and

      (c)   to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Issuer Trustee, (ii) each Paying Agent, (iii) any
Affiliate of any Issuer Trustee, (iv) any officer, director, shareholder,
employee, representative or agent of any


                                      -45-
<PAGE>
Issuer Trustee, and (v) any employee or agent of the Issuer Trust or its
Affiliates (referred to herein as an "Indemnified Person") from and against any
loss, damage, liability, tax, penalty, expense (including reasonable
out-of-pocket legal fees and expenses) or claim of any kind or nature whatsoever
incurred by such Indemnified Person by reason of the creation, operation or
termination of the Issuer Trust or any act or omission performed or omitted by
such Indemnified Person in good faith on behalf of the Issuer Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of
authority conferred on such Indemnified Person by this Trust Agreement, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage or claim incurred by such Indemnified Person by reason of
negligence, bad faith or willful misconduct with respect to such acts or
omissions.

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

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

      The Depositor and any Issuer 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 Issuer Trust, and the Issuer 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 Issuer Trust, shall not be deemed wrongful or improper. None of
the Depositor or any Issuer Trustee, shall be obligated to present any
particular investment or other opportunity to the Issuer Trust even if such
opportunity is of a character that, if presented to the Issuer Trust, could be
taken by the Issuer Trust, and the Depositor or any Issuer 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 Issuer 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 Issuer
Trustees.

      (a)   There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
a national or state chartered bank and eligible pursuant to the Trust Indenture
Act to act as such, and 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, 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


                                      -46-
<PAGE>
the provisions of this Section and the Trust Indenture Act, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article. At the time of appointment, the Property Trustee must have securities
rated in one of the three highest rating categories by a nationally recognized
statistical rating organization.

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

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

      Section 8.8. Conflicting Interests.

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

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

      Section 8.9. Co-Trustees and Separate Trustee.

      Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Property Trustee shall have power to appoint, and
upon the written request of the Property Trustee, the Depositor and the
Administrative Trustees shall for such purpose join 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. Any co-trustee or separate
trustee appointed pursuant to this Section shall either be (i) a natural person
who is at least 21 years of age and a resident of the United States or (ii) a
legal entity with its principal place of business in the United States that
shall act through one or more persons authorized to bind such entity.


                                      -47-
<PAGE>
      Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Depositor.

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

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

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

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

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

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

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


                                      -48-
<PAGE>
      Section 8.10. Resignation and Removal; Appointment of Successor.

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

      Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Issuer Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 60 days after
the giving of such notice of resignation, the Relevant Trustee may petition, at
the expense of the Issuer Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

      Unless a Debenture Event of Default shall have occurred and be continuing,
any Issuer Trustee may be removed at any time by Act of the Holder of the Common
Securities. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or Delaware Trustee, or both of them, may be
removed at such time by Act of the Holders of a majority in Liquidation Amount
of the Capital Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Trust). An Administrative Trustee may be removed
by the Holder of the Common Securities at any time. In no event will the Holders
of the Capital Securities have a right to vote to appoint, remove or replace the
Administrative Trustees. If the instrument of acceptance by the successor Issuer
Trustee required by Section 8.11 shall not have been delivered to the Relevant
Trustee within 60 days after the giving of such notice of resignation, the
Relevant Trustee may petition, at the expense of the Issuer Trust, any court of
competent jurisdiction for the appointment of a successor Relevant Trustee.

      If any Issuer Trustee shall resign, be removed or become incapable of
acting as Issuer Trustee, or if a vacancy shall occur in the office of any
Issuer Trustee for any reason, at a time when no Debenture Event of Default
shall have occurred and be continuing, the Holder of the Common Securities, by
Act, shall promptly appoint a successor Issuer Trustee or Issuer Trustees, and
the retiring Issuer Trustee shall comply with the applicable requirements of
Section 8.11, except that a successor Administrative Trustee need not comply
with Section 8.11. If the Property Trustee or the Delaware Trustee shall resign,
be removed or become incapable of continuing to act as the Property Trustee or
the Delaware Trustee, as the case may be, at a time when a Debenture Event of
Default shall have occurred and be continuing, the Holders of the Capital
Securities, by Act of the Holders of a majority in Liquidation Amount of the
Capital Securities then Outstanding shall promptly appoint a successor Relevant
Trustee or Trustees, and such successor Trustee shall comply with the applicable
requirements of Section 8.11. If an Administrative Trustee shall resign, be
removed or become incapable of acting as Administrative Trustee, at a time when
a Debenture Event of Default shall have occurred and be continuing, the Holder
of the Common Securities, by Act, shall promptly appoint a successor
Administrative Trustee or Trustees. If no successor Relevant Trustee shall have
been so appointed by the Holder of the Common Securities or the Holders of the


                                      -49-
<PAGE>
Capital Securities and accepted appointment in the manner required by Section
8.11 if applicable, any Holder who has been a Holder of Trust Securities for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Relevant Trustee.

      The Property Trustee shall give notice of each resignation and each
removal of an Issuer Trustee and each appointment of a successor Issuer Trustee
to all Holders in the manner provided in Section 10.8 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.

      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 Holder of Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by appointment by the remaining Administrative Trustees.

      Section 8.11. Acceptance of Appointment by Successor.

      In case of the appointment hereunder of a successor Relevant Trustee,
other than the appointment of a successor Administrative Trustee pursuant to
Section 8.19(a), the retiring Relevant Trustee (if requested by the Depositor)
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 Issuer
Trust and (b) shall add to or change any of the provisions of this Trust
Agreement as shall be necessary to provide for or facilitate the administration
of the Issuer Trust by more than one Relevant Trustee, it being understood that
nothing herein or in such amendment shall constitute such Relevant Trustees
co-trustees and upon the execution and delivery of such amendment the
resignation or removal of the retiring Relevant Trustee shall become effective
to the extent provided therein and each such successor Relevant Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Relevant Trustee; but, on request of
the Issuer Trust or any successor Relevant Trustee such retiring Relevant
Trustee shall duly assign, transfer and deliver to such successor Relevant
Trustee all Trust Property, all proceeds thereof and money held by such retiring
Relevant Trustee hereunder with respect to the Trust Securities and the Issuer
Trust.

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


                                      -50-
<PAGE>
      No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

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

      Any Person into which the Property Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided that such Person shall be otherwise
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

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

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

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Issuer Trust or any other obligor
upon the Trust Securities or the property of the Issuer Trust or of such 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 Issuer Trust for the payment
of any past due Distributions) shall be entitled and empowered, to the fullest
extent permitted by law, by intervention in such proceeding or otherwise:

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

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

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


                                      -51-
<PAGE>
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)   Not later than [ ] of each year commencing with [   ], the Property
Trustee shall transmit to all Holders in accordance with Section 10.8, and to
the Depositor, a brief report dated as of the immediately preceding [ ], with
respect to:

            (i)   its eligibility under Section 8.7 or, in lieu thereof, if to
      the best of its knowledge it has continued to be eligible under said
      Section, a written statement to such effect;

            (ii)  its knowledge of such Property Trustee's compliance with all
      conditions and covenants under this Agreement; and

            (iii) any change in the property and funds in its possession as
      Property Trustee since the date of its last report and any action taken by
      the Property Trustee in the performance of its duties hereunder which it
      has not previously reported and which in its opinion materially affects
      the Trust Securities.

      (b)   In addition 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.

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

      Section 8.15. Reports to the Property Trustee.

      The Depositor and the Administrative Trustees on behalf of the Issuer
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.


                                      -52-
<PAGE>
      Section 8.16. Evidence of Compliance with Conditions Precedent.

      Each of the Depositor and the Administrative Trustees on behalf of the
Issuer Trust shall provide to the Property Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Trust Agreement that
relate to any of the matters set forth in Section 314 (c) of the Trust Indenture
Act. Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) or Section 314(e) of the Trust Indenture Act shall be given in
the form of an Officers' Certificate.

      Section 8.17. Number of Issuer Trustees.

      (a)   The number of Issuer Trustees shall be [ ]. The Property Trustee and
the Delaware Trustee may be the same Person.

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

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

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

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

      Section 8.19. Appointment of Administrative Trustees.

      (a)   The Administrative Trustees shall initially be [ ], an individual,
and [ ], an individual, and their successors shall be appointed by the Holder of
the Common Securities and may be removed by the Holder of the Common Securities
at any time. Each Administrative Trustee shall sign an agreement agreeing to
comply with the terms of this Trust Agreement. If at any time there is no
Administrative Trustee, the Property Trustee or any Holder who has been a Holder
of Trust Securities for at least six months may petition any court of competent
jurisdiction for the appointment of one or more Administrative Trustee.


                                      -53-
<PAGE>
      (b)   Whenever a vacancy in the number of Administrative Trustees shall
occur, until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with this Section 8.19, the Administrative Trustees in
office, regardless of their number (and notwithstanding any other provision of
this Agreement), shall have all the powers granted to the Administrative
Trustees and shall discharge all the duties imposed upon the Administrative
Trustees by this Trust Agreement.

      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 Holder of Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by the unanimous act of the remaining Administrative Trustees if there
were at least two of them prior to such vacancy (with the successor in each case
being a Person who satisfies the eligibility requirement for Administrative
Trustees set forth in Section 8.7).

                                   ARTICLE IX

                      TERMINATION, LIQUIDATION AND MERGER

      Section 9.1. Dissolution Upon Expiration Date.

      Unless earlier dissolved, the Issuer Trust shall automatically dissolve on
[ ] (the "Expiration Date").

      Section 9.2. Early Termination.

      The first to occur of any of the following events is an "Early Termination
Event," upon the occurrence of which the Issuer Trust shall dissolve:

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

      (b)   the written direction to the Property Trustee from the Holder of the
Common Securities at any time to dissolve the Issuer Trust and, after
satisfaction of liabilities to creditors of the Issuer Trust as provided by
applicable law, distribute Subordinated Debentures to Holders in exchange for
the Capital Securities;

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

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


                                      -54-
<PAGE>
      Section 9.3. Termination.

      The respective obligations and responsibilities of the Issuer Trustees and
the Issuer 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 Issuer Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Issuer Trust; and (c)
the discharge of all administrative duties of the Administrative Trustees,
including the performance of any tax reporting obligations with respect to the
Issuer Trust or the Holders.

      Section 9.4. Liquidation.

      (a)   If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs, or upon the Expiration Date, the Issuer Trust shall be
liquidated by the Property Trustee as expeditiously as the Property Trustee
determines to be possible by distributing, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, to each Holder a
Like Amount of Subordinated 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 Liquidation Date;

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

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

      (b)   Unless Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Issuer Trust and the distribution of Subordinated 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 Subordinated Debentures in exchange
for the Outstanding Trust Securities Certificates.

      (c)   Unless Section 9.2(c) or 9.4(d) applies, after the Liquidation Date,
(i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing


                                      -55-
<PAGE>
a Like Amount of Subordinated Debentures will be issued to Holders of Trust
Securities Certificates, upon surrender of such certificates to the exchange
agent for exchange, (iii) the Depositor shall use its best efforts to have the
Subordinated Debentures listed on such exchange, interdealer quotation system or
self-regulatory organization (if any) as the Capital Securities are then listed
on, (iv) any Trust Securities Certificates not so surrendered for exchange will
be deemed to represent a Like Amount of Subordinated Debentures, accruing
interest at the rate provided for in the Subordinated Debentures from the last
Distribution Date on which a Distribution was made on such Trust Securities
Certificates until such certificates are so surrendered (and until such
certificates are so surrendered, no payments of interest or principal will be
made to Holders of Trust Securities Certificates with respect to such
Subordinated Debentures) and (v) all rights of Holders holding Trust Securities
will cease, except the right of such Holders to receive Subordinated Debentures
upon surrender of Trust Securities Certificates.

      (d)   If, notwithstanding the other provisions of this Section 9.4,
whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Subordinated Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, then the Trust Property shall be liquidated, and the Issuer Trust
shall be wound-up by the Property Trustee in such manner as the Property Trustee
determines. In such event, on the date of the dissolution of the Issuer Trust,
Holders will be entitled to receive out of the assets of the Issuer Trust
available for distribution to Holders, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, an amount equal to
the Liquidation Amount per Trust Security plus accumulated and unpaid
Distributions (including any Additional Amounts and Other Amounts) thereon to
the date of payment (such amount being the "Liquidation Distribution"). If, upon
any such winding up, the Liquidation Distribution can be paid only in part
because the Issuer Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Issuer Trust on the Trust Securities shall
be paid on a pro rata basis (based upon Liquidation Amounts). The Holders of the
Common Securities will be entitled to receive Liquidation Distributions upon any
such winding-up pro rata (determined as aforesaid) with Holders of Capital
Securities, except that, if a Debenture Event of Default specified in Section
501(1) or 501(2) of the Indenture has occurred and is continuing, the Capital
Securities shall have a priority over the Common Securities as provided in
Section 4.3.

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

      The Issuer Trust may not merge, consolidate or amalgamate with or into, be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any entity, except pursuant to this Article
Nine. At the request of the Holder of the Common Securities and with the consent
of the Holders of a majority (based on Liquidation Amounts) of the Outstanding
Capital Securities, the Issuer Trust may merge, consolidate or amalgamate with
or into, be replaced by or convey, transfer or lease its


                                      -56-
<PAGE>
properties and assets substantially as an entirety to a trust organized as such
under the laws of any State; provided that (i) such successor entity either (a)
expressly assumes all of the obligations of the Issuer Trust with respect to the
Capital Securities or (b) substitutes for the Capital Securities other
securities having substantially the same terms as the Capital Securities
("Successor Securities") so long as the Successor Securities rank the same as
the Capital Securities rank in priority with respect to distributions and
payments upon liquidation, redemption and otherwise, (ii) a trustee of such
successor entity possessing the same powers and duties as the Property Trustee
is appointed as the holder of the Subordinated Debentures, (iii) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
cause the Capital Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization, (iv)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
Holder of the Capital Securities (including any Successor Securities) in any
material respect, (v) such successor entity has a purpose substantially
identical to that of the Issuer Trust, (vi) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Issuer Trust 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
Capital Securities (including any Successor Securities) in any material respect,
and (b) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Issuer Trust nor such successor
entity will be required to register as an investment company under the 1940 Act
and (vii) 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 Issuer Trust shall not, except with the
consent of Holders of all Outstanding Capital Securities, merge, consolidate or
amalgamate with or into, 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 merge, consolidate or amalgamate with or into or replace it
if such merger, consolidation or amalgamation, replacement, conveyance, transfer
or lease would cause the Issuer Trust or the successor Person to be classified
as an association taxable as a corporation or as other than a grantor trust for
United States Federal income tax purposes. Upon any merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease effected in accordance
with this Section 9.5, the successor entity shall succeed to, and be substituted
for, the Issuer Trust hereunder with the same effect as if such successor entity
had been initially created and named as the Issuer Trust herein and thereafter,
except in the case of a lease, the predecessor entity shall be relieved of all
obligations and covenants hereunder.


                                      -57-
<PAGE>
                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

      Section 10.1. Limitation of Rights of Holders.

      The death or incapacity, or the dissolution, liquidation, termination, or
the bankruptcy of any Person having an interest, beneficial or otherwise, in
Trust Securities shall not operate to terminate this Trust Agreement, nor
dissolve, terminate or annul the Trust, nor entitle the legal representatives,
successors 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 10.2. Amendment.

      (a)   This Trust Agreement may be amended from time to time without the
consent of any Holder of the Capital Securities, (i) by the Holder of the Common
Securities 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, (ii) by the Holder of the Common Securities to modify,
eliminate or add to any provisions of this Trust Agreement to such extent as
shall be necessary to ensure that the Issuer Trust will not be classified for
United States Federal income tax purposes as an association taxable as a
corporation or as other than a grantor trust at any time that any Trust
Securities are Outstanding or to ensure that the Issuer Trust will not be
required to register as an investment company under the 1940 Act, [if
applicable, insert:  , or to ensure that a Capital Treatment Event does not
occur], or (iii) by a Relevant Trustee pursuant to Section 8.11; provided,
however, that in any case (i), (ii) (iii) such action shall not adversely affect
in any material respect the interests of the Holder of any Outstanding Capital
Security, 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 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Holder of the Common Securities with (i)
the consent of Holders of at least a majority in aggregate Liquidation Amount of
the Outstanding Trust Securities and (ii) receipt by the Issuer Trustees of an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to the Issuer Trustees in accordance with such amendment will not
affect the Issuer Trust's status as a grantor trust or cause the Issuer Trust to
be an association taxable as a corporation for United States Federal income tax
purposes or the Issuer 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 the Holder of each Outstanding Capital
Security affected thereby, this Trust Agreement may not be amended to (i) reduce
the amount or


                                      -58-
<PAGE>
change the timing of any Distribution, Liquidation Amount or other amount
required to be paid on a Capital Security as of a specified date, (ii) restrict
the right of a Holder of Capital Securities to institute suit for the
enforcement of any such payment on such Holder's Capital Securities on or after
such date, (iii) reduce the percentage in Liquidation Amount of the Outstanding
Capital Securities the consent of whose Holders is required for any amendment
pursuant to Section 6.1(c) or (d) or Section 10.2(b) or (iv) modify any of the
provisions of Section 6.1(c) or (d) or this Section 10.2(c) except to increase
any percentage referenced in clause (iii) or to provide that other provisions
besides those referenced in this Section 10.2(c) may not be modified without the
consent of the Holder of each Outstanding Capital Security affected thereby
(provided that this clause (iv) shall not require the consent of any Holder with
respect to changes in references to the Issuer Trustees or any of them and
concomitant changes herein, or the deletion of this proviso, in accordance with
the requirements of Section 8.9 or 8.11 or as otherwise necessary to facilitate
the administration of the trusts hereunder by more than one Property Trustee (or
other Issuer Trustee) appointed pursuant hereto).

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

      (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 or liability on the Depositor.

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

      (g)   No amendment to this Trust Agreement that affects the Property
Trustee's or the Delaware Trustee's rights, duties or immunities under this
Trust Agreement or would otherwise expose the Property Trustee to any liability
or be contrary to applicable law shall be adopted unless the prior written
consent to such amendment be received by the Depositor from the Property Trustee
or the Delaware Trustee, as the case may be. The Property Trustee shall be
entitled to receive an Opinion of Counsel and an Officers' Certificate stating
that any amendment to this Trust Agreement is in compliance with this Trust
Agreement.

      Section 10.3. Separability.

      If 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.


                                      -59-
<PAGE>
      Section 10.4. Governing Law.

      THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
HOLDERS, THE ISSUER TRUST AND THE ISSUER TRUSTEES WITH RESPECT TO THIS TRUST
AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

      THE PROVISIONS OF SECTION 3540 AND SECTION 3561 OF TITLE 12 OF THE
DELAWARE CODE SHALL NOT APPLY TO THIS ISSUER TRUST.

      Section 10.5. Payments Due on Non-Business Day.

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

      Section 10.6. Successors.

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

      Section 10.7. Headings.

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

      Section 10.8. Reports, Notices and Demands.

      Any report, notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Holder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of Capital Securities, to such Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Holder of the
Common Securities or the Depositor, to The Goldman Sachs Group, Inc., 85 Broad
Street, New York, New York 10004, Attention: [ ], facsimile no.: [ ]. 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.


                                      -60-
<PAGE>
      Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Issuer Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is published
by the Issuer Trust) as follows: (a) with respect to the Property Trustee to The
Bank of New York, 101 Barclay Street, Floor 21W, New York, New York 10286 -
Attention: Corporate Trust Administration; (b) with respect to the Delaware
Trustee, to The Bank of New York (Delaware), White Clay Center, Route 273,
Newark, Delaware 19711, and (c) with respect to the Administrative Trustees, to
them at the address above for notices to the Depositor, marked "Attention
Administrative Trustees of Goldman Sachs Capital III". Such notice, demand or
other communication to or upon the Issuer Trust or the Property Trustee shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Issuer Trust or the Property Trustee.

      Section 10.9. Agreement Not to Petition.

      Each of the Issuer Trustees and the Depositor agree for the benefit of the
Holders that, until at least one year and one day after the Issuer Trust has
been terminated in accordance with Article Nine, they shall not file, or join in
the filing of, a petition against the Issuer Trust under any bankruptcy,
insolvency, reorganization or other similar law (including, without limitation,
the United States Bankruptcy Code) (collectively, "Bankruptcy Laws") or
otherwise join in the commencement of any proceeding against the Issuer Trust
under any Bankruptcy Law. In the event the Depositor takes action in violation
of this Section 10.9, the Property Trustee agrees, for the benefit of Holders,
that at the expense of the Depositor, it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such petition by
the Depositor against the Issuer Trust or the commencement of such action and
raise the defense that the Depositor has agreed in writing not to take such
action and should be stopped and precluded therefrom and such other defenses, if
any, as counsel for the Issuer Trustees or the Issuer Trust may assert. The
provisions of this Section 10.9 shall survive the termination of this Trust
Agreement.

      Section 10.10. Trust Indenture Act; Conflict with Trust Indenture Act.

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

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

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


                                      -61-
<PAGE>
may be so modified or excluded, the latter provision shall be deemed to apply to
this Trust Agreement as so modified or excluded, as the case may be.

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

      Section 10.11. 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
TO THE TERMS AND PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT, AND SHALL
CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT
THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND THE REGISTRATION RIGHTS
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST
AND SUCH HOLDER AND SUCH OTHERS.

      Section 10.12. Counterparts.

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -62-
<PAGE>
      In Witness Whereof, the undersigned have executed this Amended and
Restated Trust Agreement as of the date first above written.

                                            The Goldman Sachs Group, Inc.

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


                                            The Bank of New York,
                                            as Property Trustee

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


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

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

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

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


                                      -63-
<PAGE>
                                                                       EXHIBIT A


                              CERTIFICATE OF TRUST

                                       OF

                            GOLDMAN SACHS CAPITAL III

     This Certificate of Trust of Goldman Sachs Capital III (the "Trust"), dated
as of, is being duly executed and filed by the undersigned, as trustees, to form
a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section
3801 et seq.).

      1.    Name. The name of the business trust being formed hereby is Goldman
Sachs Capital III.

      2.    Delaware Trustee. The name and business address of the trustee of
the Trust, with a principal place of business in the State of Delaware, are [ ].

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

      In Witness Whereof, the undersigned have duly executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act as of the date first
above written.

                  [  ], not in its
                  individual capacity, but solely as Trustee

                  By: ____________________________
                      Name:
                      Title:



<PAGE>
                                                                       EXHIBIT B


                    [FORM OF COMMON SECURITIES CERTIFICATE]

           THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE
              WITH SECTION 5.11 OF THE TRUST AGREEMENT AND ONLY IN
            CONNECTION WITH A SIMULTANEOUS DELEGATION AND ASSIGNMENT
                  OF THE EXPENSE AGREEMENT REFERRED TO THEREIN

CERTIFICATE NUMBER                                   NUMBER OF COMMON SECURITIES

C-                                                                    __________

                    CERTIFICATE EVIDENCING COMMON SECURITIES

                                       OF

                            GOLDMAN SACHS CAPITAL III

                             [ ]% COMMON SECURITIES

                 (LIQUIDATION AMOUNT $[ ] PER COMMON SECURITY)

      Goldman Sachs Capital III, a statutory trust created under the laws of the
State of Delaware (the "Issuer Trust"), hereby certifies that The Goldman Sachs
Group, Inc., a Delaware corporation (the "Holder"), is the registered holder of
[     ] [     ] common securities of the Issuer Trust, representing undivided
beneficial interests in the assets of the Issuer Trust and designated the [ ]%
Common Securities (liquidation amount $[ ] per Common Security) (the "Common
Securities"). Except as provided in Section 5.11 of the Trust Agreement (as
defined below) the Common Securities are not transferable and any attempted
transfer hereof shall be null and void. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities are set forth in, and this certificate and the Common Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust,
dated as of [   ], 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 Issuer Trust will furnish a copy of the Trust Agreement
to the Holder without charge upon written request to the Issuer Trust at its
principal place of business.

      BY RECEIPT AND ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER AGREES TO BE
BOUND BY THE TRUST AGREEMENT AND IS ENTITLED TO THE BENEFITS THEREUNDER.

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


                                      -64-
<PAGE>
      In Witness Whereof, the undersigned Administrative Trustee of the Issuer
Trust has executed this certificate as of the [     ] day of [   ].

                                            Goldman Sachs Capital III

                                            By _________________________________
                                               Name:
                                               Administrative Trustee


                                      B-2
<PAGE>
                                                                       EXHIBIT C


                    [FORM OF CAPITAL SECURITIES CERTIFICATE]


      [NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
96-23, 95-60, 91-38, 90-1 OR 84-14 WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY
PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO
HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT EITHER (A) IS NOT A
PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING THIS SECURITY ON BEHALF OF OR
WITH "PLAN ASSETS" OF ANY PLAN OR (B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF
AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 WITH RESPECT TO SUCH
PURCHASE OR HOLDING.]

      [If this Capital Security is a Global Capital Securities Certificate, then
insert -- This Capital Security is a Global Capital Securities Certificate
within the meaning of the Trust Agreement hereinafter referred to and is
registered in the name of a clearing agency or a nominee thereof. This Capital
Security may not be exchanged in whole or in part for a Capital Security
registered, and no transfer of this Capital Security in whole or in part may be
registered, in the name of any person other than such clearing agency or a
nominee thereof, except in the limited circumstances described in the Trust
Agreement.]

      [If the Security is a Global Capital and The Depository Trust Company is
to be the Clearing Agency therefor, then insert -- Unless this Capital Security
is presented by an authorized representative of The Depository Trust Company (55
Water Street, New York, New York) to Goldman Sachs Capital III or its agent for
registration of transfer, exchange or payment, and any Capital Security issued
is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment hereon
is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.]
<PAGE>
CERTIFICATE NUMBER                                  NUMBER OF CAPITAL SECURITIES

P-[     ]                                                               [      ]

                               CUSIP NO. [      ]

                   CERTIFICATE EVIDENCING CAPITAL SECURITIES

                                       OF

                            GOLDMAN SACHS CAPITAL I

                            [ ]% CAPITAL SECURITIES

                 (LIQUIDATION AMOUNT $[ ] PER CAPITAL SECURITY)

      Goldman Sachs Capital III, a statutory trust created under the laws of
the State of Delaware (the "Issuer Trust"), hereby certifies that (the
"Holder") is the registered owner of [ ] capital securities of the Issuer Trust
representing an undivided preferred beneficial interest in the assets of the
Issuer Trust and designated the Goldman Sachs Capital III [ ]% Capital
Securities (liquidation amount $[ ] per Capital Security) (the "Capital
Securities"). The Capital Securities are transferable on the books and records
of the Issuer Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer as provided
in Section 5.5 of the Trust Agreement (as defined below). The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Capital Securities are set forth in, and this certificate and the Capital
Securities represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Amended and Restated Trust Agreement of the
Issuer Trust, dated as of [   ], as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of Capital
Securities as set forth therein. The Holder is entitled to the benefits of the
Guarantee Agreement entered into by The Goldman Sachs Group, Inc., a Delaware
corporation, and The Bank of New York, as guarantee trustee, dated as of [   ],
as amended from time to time (the "Guarantee"), to the extent provided therein.
The Issuer Trust will furnish a copy of the Trust Agreement and the Guarantee
to the Holder without charge upon written request to the Issuer Trust at its
principal place of business or registered office.

      BY RECEIPT AND ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER AGREES TO BE
BOUND BY THE TRUST AGREEMENT AND IS ENTITLED TO THE BENEFITS THEREUNDER.


                                      C-2
<PAGE>
      In Witness Whereof, the undersigned Administrative Trustee of the Issuer
Trust has executed this certificate as of the ____ day of _________, __________.

                                            Goldman Sachs Capital III

                                            By _________________________________
                                               Name:
                                               Administrative Trustee


                                      C-3
<PAGE>
                                   ASSIGNMENT

      For Value Received, the undersigned assigns and transfers this Capital
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 Capital Securities Certificate on the books of the Issuer
Trust. The agent may substitute another to act for him or her.

Date: ________________

Signature:

________________________________________________________________________________
          (Sign exactly as your name appears on the other side of this
                        Capital Securities Certificate)


The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


                                      C-4
<PAGE>
                                                                       EXHIBIT D


                              [EXPENSE AGREEMENT]