Exhibit 4(i)(iii)

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

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                       among

                      AMERICAN ELECTRIC POWER COMPANY, INC.

                  as Depositor and Trust Securities Guarantor,

                            WILMINGTON TRUST COMPANY,

                              as Property Trustee,

                            WILMINGTON TRUST COMPANY,

                              as Delaware Trustee,

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                                       and

                   THE SEVERAL HOLDERS OF THE TRUST SECURITIES

                            Dated as of ______, ____

                              AEP CAPITAL TRUST III

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

<PAGE>

                              AEP CAPITAL TRUST III

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

Trust Indenture                                               Trust Agreement
  Act Section                                                     Section
---------------                                               ---------------
Section 310(a)(1)          ...............................     8.07
              (a)(2)       ...............................     8.07
              (a)(3)       ...............................     8.09
              (a)(4)       ...............................     Not Applicable
              (b)          ...............................     8.08
Section 311(a)             ...............................     8.13
              (b)          ...............................     8.13
Section 312(a)             ...............................     5.07
              (b)          ...............................     5.07
              (c)          ...............................     5.07
Section 313(a)             ...............................     8.14(a)
              (b)          ...............................     8.14(a)
              (c)          ...............................     8.14(a)
              (d)          ...............................     8.14(b)
Section 314(a)             ...............................     8.15
              (b)          ...............................     Not Applicable
              (c)(1)       ...............................     8.16
              (c)(2)       ...............................     8.16
              (c)(3)       ...............................     Not Applicable
              (d)          ...............................     Not Applicable
              (e)          ...............................     1.01
Section 315(a)             ...............................     8.01, 8.03
              (b)          ...............................     8.02
              (c)          ...............................     8.01(a)
              (d)          ...............................     8.01, 8.03
              (e)          ...............................     Not Applicable
Section 316(a)             ...............................     6.01
              (a)(1)(A)    ...............................     6.01
              (a)(1)(B)    ...............................     Not Applicable
              (a)(2)       ...............................     Not Applicable
              (b)          ...............................     Not Applicable
              (c)          ...............................     6.07
Section 317(a)(1)          ...............................     Not Applicable
              (a)(2)       ...............................     Not Applicable
              (b)          ...............................     5.09
Section 318(a)             ...............................     10.10

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                 <C>                                                                                         <C>
                                    ARTICLE I

                                  Defined Terms

Section 1.01.       Definitions...................................................................................1

                                   ARTICLE II

                            Continuation of the Trust

Section 2.01.       Name..........................................................................................8
Section 2.02.       Office of the Delaware Trustee; Principal Place of Business...................................8
Section 2.03.       Initial Contribution of Trust Property; Organizational Expenses...............................9
Section 2.04.       Issuance of the Preferred Trust Securities....................................................9
Section 2.05.       Subscription and Purchase of Debentures; Issuance of the Common Trust Securities..............9
Section 2.06.       Declaration of Trust; Appointment of Additional Administrative Trustees.......................9
Section 2.07.       Authorization to Enter into Certain Transactions..............................................9
Section 2.08.       Assets of Trust..............................................................................12
Section 2.09.       Title to Trust Property......................................................................12

                                   ARTICLE III

                                 Payment Account

Section 3.01.       Payment Account..............................................................................12

                                   ARTICLE IV

                            Distributions; Redemption

Section 4.01.       Distributions................................................................................12
Section 4.02.       Redemption...................................................................................13
Section 4.03.       Subordination of Common Trust Securities.....................................................14
Section 4.04.       Payment Procedures...........................................................................15
Section 4.05.       Tax Returns and Reports......................................................................15
Section 4.06.       Payments under Indenture.....................................................................15
Section 4.07.       [Remarketing]................................................................................15

                                    ARTICLE V

                          Trust Securities Certificates

Section 5.01.       Initial Ownership............................................................................16
Section 5.02.       The Trust Securities Certificates............................................................16
Section 5.03.       Execution and Delivery of Trust Securities Certificates......................................16
Section 5.04.       Registration of Transfer and Exchange of Trust Securities Certificates.......................16
Section 5.05.       Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates...........................17
Section 5.06.       Persons Deemed Securityholders...............................................................17
Section 5.07.       Access to List of Securityholders' Names and Addresses.......................................17
Section 5.08.       Maintenance of Office or Agency..............................................................17
Section 5.09.       Appointment of Paying Agent..................................................................18
Section 5.10.       Ownership of Common Trust Securities by Depositor............................................18
Section 5.11.       Definitive Preferred Trust Securities Certificates...........................................18
Section 5.12.       Book-Entry System............................................................................19
Section 5.13.       Rights of Securityholders....................................................................19
Section 5.14.       Cancellation by Transfer Agent and Registrar.................................................19
</TABLE>


                                      -i-

<PAGE>

<TABLE>
<S>                 <C>                                                                                          <C>
                                   ARTICLE VI

                    Acts of Securityholders; Meetings; Voting
Section 6.01.       Limitations on Voting Rights.................................................................20
Section 6.02.       Notice of Meetings...........................................................................21
Section 6.03.       Meetings of Holders of Preferred Trust Securities............................................21
Section 6.04.       Voting Rights................................................................................21
Section 6.05.       Proxies, etc.................................................................................21
Section 6.06.       Securityholder Action by Written Consent.....................................................21
Section 6.07.       Record Date for Voting and Other Purposes....................................................21
Section 6.08.       Acts of Securityholders......................................................................22
Section 6.09.       Inspection of Records........................................................................22

                                   ARTICLE VII

                      Representations and Warranties of the
                    Property Trustee and the Delaware Trustee
Section 7.01.       Property Trustee.............................................................................23
Section 7.02.       Delaware Trustee.............................................................................23

                                  ARTICLE VIII

                                  The Trustees
Section 8.01.       Certain Duties and Responsibilities..........................................................24
Section 8.02.       Notice of Defaults...........................................................................25
Section 8.03.       Certain Rights of Property Trustee...........................................................25
Section 8.04.       Not Responsible for Recitals or Issuance of Securities.......................................27
Section 8.05.       May Hold Securities..........................................................................27
Section 8.06.       Compensation; Fees; Indemnity................................................................27
Section 8.07.       Certain Trustees Required; Eligibility.......................................................28
Section 8.08.       Conflicting Interests........................................................................28
Section 8.09.       Co-Trustees and Separate Trustee.............................................................28
Section 8.10.       Resignation and Removal; Appointment of Successor............................................29
Section 8.11.       Acceptance of Appointment by Successor.......................................................30
Section 8.12.       Merger, Conversion, Consolidation or Succession to Business..................................31
Section 8.13.       Preferential Collection of Claims Against Depositor or Trust.................................31
Section 8.14.       Reports by Property Trustee..................................................................31
Section 8.15.       Reports to the Property Trustee..............................................................31
Section 8.16.       Evidence of Compliance With Conditions Precedent.............................................31
Section 8.17.       Number of Trustees...........................................................................31
Section 8.18.       Delegation of Power..........................................................................32
Section 8.19.       Fiduciary Duty...............................................................................32
Section 8.20.       Delaware Trustee.............................................................................32

                                   ARTICLE IX

                           Dissolution and Liquidation
Section 9.01.       Dissolution Upon Expiration Date.............................................................33
Section 9.02.       Early Dissolution............................................................................33
Section 9.03.       Termination..................................................................................33
Section 9.04.       Liquidation..................................................................................33
Section 9.05.       Mergers, Consolidations, Amalgamations or Replacements of the Trust..........................35

                                    ARTICLE X
</TABLE>


                                      -ii-

<PAGE>

<TABLE>
<S>                 <C>                                                                                          <C>
                            Miscellaneous Provisions

Section 10.01.      Payment of Expenses of the Trust.............................................................35
Section 10.02.      Limitation of Rights of Securityholders......................................................36
Section 10.03.      Amendment....................................................................................36
Section 10.04.      Separability.................................................................................37
Section 10.05.      Governing Law................................................................................37
Section 10.06.      Successors...................................................................................37
Section 10.07.      Headings.....................................................................................37
Section 10.08.      Notice and Demand............................................................................37
Section 10.09.      Agreement Not to Petition....................................................................37
Section 10.10.      Conflict with Trust Indenture Act............................................................38
Section 10.11.      Counterparts.................................................................................38
</TABLE>


                                      -iii-

<PAGE>

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of ______, ____, among (i)
American Electric Power Company, Inc., a New York corporation as depositor (the
"Depositor") and as Trust Securities guarantor (the "Trust Securities
Guarantor"), (ii) Wilmington Trust Company, a banking corporation duly organized
and existing under the laws of the State of Delaware, as trustee (the "Property
Trustee" and, in its separate capacity and not in its capacity as Property
Trustee, the "Bank"), (iii) Wilmington Trust Company, as Delaware trustee (the
"Delaware Trustee"), (iv) ____________________ and ____________________, each an
individual, and each of whose address is c/o American Electric Power Company, 1
Riverside Plaza, Columbus, Ohio 43215 (each, an "Administrative Trustee" and
collectively the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees are referred to herein each as a
"Trustee" and collectively as the "Trustees"), and (v) the several Holders, as
hereinafter defined.

                                R E C I T A L S:

     The Depositor, the Property Trustee, the Delaware Trustee and
____________________, as Administrative Trustee, have heretofore duly created
and continued a business trust under the Delaware Business Trust Act by the
entering into that certain Trust Agreement, dated as of February 19, 2002 (the
"Original Trust Agreement"), as amended by the execution and filing with the
Secretary of State of the State of Delaware of the Certificate of Trust, dated
February 19, 2002 (attached hereto as Exhibit A and, as it may be amended from
time to time, the "Certificate of Trust").

     The Trust and the Depositor have entered into an Underwriting Agreement
dated __________, ____ with ______________________________.

     The parties hereto desire to provide for, among other things, (i) the
issuance of the Common Trust Securities, as hereinafter defined, by the Trust to
the Depositor, (ii) the issuance of the Preferred Trust Securities, as
hereinafter defined, by the Trust, pursuant to the Underwriting Agreement and
(iii) the acquisition by the Trust of all of the right, title and interest in
the Debentures, as hereinafter defined.

     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 party and for the benefit of the Securityholders, hereby agrees as
follows:

                                    ARTICLE I

                                  Defined Terms

     Section 1.01. Definitions.(a) For all purposes of this Trust Agreement,
     except as otherwise expressly provided or unless the context otherwise
     requires:(b) the terms defined in this Article have the meanings assigned
     to them in this Article and include the plural as well as the singular;

          (c) 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;

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

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

     "Act" has the meaning specified in Section 6.08.

<PAGE>

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

     "Administrative Trustee" means each of the individuals identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in their
capacities as Administrative Trustees of the Trust and not in their individual
capacities, or such trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

     "Adverse Tax Consequence" means any of the circumstances described in
clauses (i), (ii) and (iii) of the definition of "Tax Event" herein.

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

     "Authorized Officer" means the Chairman of the Board, the President and
Vice President, the Treasurer, any Assistant Treasurer or any other officer or
agent of the Depositor duly authorized by the Board of Directors to act in
respect of matters relating to this Trust Agreement.

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

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

          (i) the entry of a decree or order by a court having jurisdiction in
     the premises judging such Person a bankrupt or insolvent, or approving as
     properly filed a petition seeking reorganization, arrangement, adjudication
     or composition of or in respect of such Person under Federal bankruptcy law
     or any other applicable Federal or state 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

          (ii) the institution by such Person of proceedings to be adjudicated a
     bankrupt or insolvent, or of 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
     Federal bankruptcy law or any other applicable Federal or state law, or the
     consent by it to the filing of 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.

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

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

     "Certificate of Trust" has the meaning specified the recitals hereof.


                                      -2-

<PAGE>

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

     "Closing Date" means 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 instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

     "Common Trust Security" means a security representing an undivided
beneficial interest in the assets of the Trust having a Liquidation Amount of
$25 and having the rights provided therefor in this Trust Agreement, including
the right to receive Distributions, Debentures and a Liquidation Distribution as
provided herein.

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

     "Corporate Trust Office" means the principal corporate trust office of the
Property Trustee located in New York, New York which at the date of execution of
this Trust Agreement is located at 450 West 33rd Street, 15th Floor, New York,
New York 10001.

     "Covered Person" means: (a) any officer, director, shareholder, partner,
member, representative, employee or agent of the Trust or the Trust's
Affiliates; and (b) any Holder of Trust Securities.

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

     "Debenture Issuer" means American Electric Power Company, Inc., a New York
corporation, in its capacity as issuer of the Debentures, and its successors.

     "Debenture Redemption Date" means "Redemption Date" as defined in the
Subordinated Indenture with respect to the Debentures.

     "Debenture Trustee" means ______________________________, a New York
banking corporation, as trustee under the Subordinated Indenture, and its
permitted successors and assigns as such trustee.

     "Debentures" means $___________ aggregate principal amount of the Debenture
Issuer's __% Subordinated Debt Securities, Series _, issued pursuant to the
Subordinated Indenture which will mature on ______, ____.

     "Definitive Preferred Trust Securities Certificates" means Preferred Trust
Securities Certificates issued in certificated, fully registered form as
provided in Section 5.11.

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

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


                                      -3-

<PAGE>

     "Depositor" has the meaning specified in the preamble to this Trust
Agreement and includes American Electric Power Company, Inc., in its capacity as
Holder of the Common Trust Securities, and its successors.

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

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

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

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

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

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

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

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

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

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

     "Expiration Date" shall have the meaning specified in Section 9.01.

     "Indemnified Person" means any Trustee, any Affiliate of any Trustee, or
any officer, director, shareholder, member, partners, employee, representative
or agent of any Trustee, or any employee or agent of the Trust or its
Affiliates.

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

     ["Investment Company Event" means the receipt by the Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), the Trust is or
will be considered an "investment company" that is required to be registered
under the 1940 Act, which change in 1940 Act Law become effective on or after
the date of original issuance of the Preferred Securities under this Trust
Agreement.

     "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.


                                      -4-

<PAGE>

     "Like Amount" means (i) Trust Securities having a Liquidation Amount equal
to the principal amount of Debentures to be contemporaneously redeemed in
accordance with the Subordinated Indenture and the proceeds of which will be
used to pay the Redemption Price of such Trust Securities plus accumulated and
unpaid Distributions to the date of such payment and (ii) Debentures having a
principal amount equal to the Liquidation Amount of the Trust Securities of the
Holders to which such Debentures are distributed.

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

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

     "Liquidation Distribution" has the meaning specified in Section 9.04(e).

     "Offer" has the meaning specified in Section 2.07(c).

     "Officer's Certificate" means a certificate signed by an Authorized Officer
of the Depositor and delivered to the appropriate Trustee. Any officer signing
an Officer's Certificate given pursuant to Section 8.16 shall be the principal
executive, financial or accounting officer of the Depositor. Any Officer's
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement shall include:

          (a) a statement that the officer signing the Officer's 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 such officer in rendering the Officer's
     Certificate;

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

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

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Trust, the Property Trustee, the Delaware Trustee or the Depositor, and
who shall be reasonably acceptable to the Property Trustee. Any Opinion of
Counsel delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement shall include statements comparable to the
statements referred to in the definition of "Officer's Certificate" herein.

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

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

          (i) Preferred Trust Securities theretofore canceled by the Transfer
     Agent and Registrar or delivered to the Transfer Agent and Registrar for
     cancellation;

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


                                      -5-

<PAGE>

          (iii) Preferred Trust Securities which have been paid or in exchange
     for or in lieu of which other Preferred Trust Securities have been
     delivered pursuant to this Trust Agreement, including pursuant to Sections
     5.04, 5.05 or 5.11;

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

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

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

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank, or such other banking
institution as the Depositor shall select for the benefit of the Securityholders
in which all amounts paid in respect of the Debentures will be held and from
which the Paying Agent, pursuant to Section 5.09, shall make payments to the
Securityholders in accordance with Sections 4.01 and 4.02.

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

     "Preferred Trust Security" means a security representing an undivided
beneficial interest in the assets of the Trust having a Liquidation Amount of
$25 and having rights provided therefor in this Trust Agreement, including the
right to receive Distributions, Debentures and a Liquidation Distribution as
provided herein and, in certain circumstances, a preference over the Common
Trust Securities.

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

     "Property Trustee" means the commercial bank or trust company identified as
the "Property Trustee" in the preamble to this Trust Agreement solely in its
capacity as Property Trustee of the Trust and not in its individual capacity, or
its successor in interest in such capacity, or any successor 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 shall be a Redemption Date for a
Like Amount of Trust Securities.

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


                                      -6-

<PAGE>

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

     "Responsible Officer," when used with respect to the Property Trustee,
means an officer of the Property Trustee assigned by the Property Trustee to
administer its corporate trust matters.

     "Securities Depository" shall have the meaning specified in Section 5.12.
The Depository Trust Company will be the initial Securities Depository.

     "Securities Register" shall mean the Securities Register as described in
Section 5.04.

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

     "Subordinated Indenture" means the Indenture, dated as of ____________,
____, among the Debenture Issuer, the Depositor, as guarantor and the Debenture
Trustee, as trustee, as amended or supplemented from time to time.

     "Tax Event" means the receipt by the Trust or the Depositor of an Opinion
of Counsel experienced in such matters to the effect that, as a result of (a)
any amendment to, clarification of, or change (including any announced
prospective change) in, the laws or treaties (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein affecting taxation, (b) any judicial decision or any official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement (including any notice or announcement of intent to issue or adopt
any such administrative pronouncement, ruling, regulatory procedure or
regulation) (each, an "Administrative Action"), or (c) any amendment to,
clarification of, or change in the official position or the interpretation of
any such Administrative Action or judicial decision or any interpretation or
pronouncement that provides for a position with respect to such Administrative
Action or judicial decision that differs from the theretofore generally accepted
position, in each case by any legislative body, court, governmental authority or
regulatory body, irrespective of the time or manner in which such amendment,
clarification or change is introduced or made known, which amendment,
clarification, or change is effective, or which Administrative Action is taken
or which judicial decision is issued, in each case on or after the date of
issuance of the Preferred Trust Securities, there is more than an insubstantial
risk that (i) the Trust is, or will be subject to United States Federal income
tax with respect to interest received on the Debentures, (ii) interest payable
by the Depositor on the Debentures is not, or will not be, fully deductible by
the Depositor for United States Federal income tax purposes, or (iii) the Trust
is, or will be subject to more than a de minimis amount of other taxes, duties
or other governmental charges.

     "Transfer Agent and Registrar" shall mean the transfer agent and registrar
for the Preferred Trust Securities appointed by the Trust and shall be initially
the Property Trustee.

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

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

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


                                      -7-

<PAGE>

     "Trust Property" means (i) the Debentures, (ii) any cash on deposit in, or
owing to, the Payment Account and (iii) all proceeds and rights in respect of
the foregoing for the time being held by the Property Trustee pursuant to the
terms of this Trust Agreement.

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

     "Trust Securities Guarantee" means the Trust Securities Guarantee Agreement
executed and delivered by the Depositor, as guarantor and
______________________________, a New York banking corporation, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the Holders of the [Preferred] Trust Securities, as amended from
time to time.

     "Trust Securities Guarantor" means American Electric Power Company, Inc., a
New York corporation, and its successors, as guarantor under the Trust
Securities Guarantee.

     "Trust Security" means any one of the Common Trust Securities or the
Preferred Trust Securities. The Common Trust Securities and the Preferred Trust
Securities represent the sole beneficial interests in the Trust, and the Trust
shall not issue any interests other than the Trust Securities.

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

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

     [Additional Definitions if Securities are to be issued in connection with
Stock Purchase Units]

                                   ARTICLE II

                            Continuation of the Trust

     Section 2.01. Name.The Trust continued hereby shall be known as "AEP
Capital Trust III", as such name may be modified from time to time by the
Administrative Trustees following written notice to the Holders of Trust
Securities and the other Trustees, in which name the Trustees may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.

     Section 2.02. Office of the Delaware Trustee; Principal Place of
Business.The office of the Delaware Trustee in the State of Delaware is 1100
North Market Street, Wilmington, Delaware 19890, or at such other address in
Delaware as the Delaware Trustee may designate by written notice to the
Securityholders, the Depositor and the Trust Securities Guarantor. The principal
place of business of the Trust is c/o American Electric Power Company, Inc., 1
Riverside Plaza, Columbus, Ohio 43215.


                                      -8-

<PAGE>

     Section 2.03. Initial Contribution of Trust Property; Organizational
Expenses.The Property Trustee acknowledges receipt in trust from the Depositor
in connection with the Trust Agreement of the sum of $10, which constituted the
initial Trust Property. The Depositor shall pay organizational expenses of the
Trust as they arise or shall, upon request of any Trustee, promptly reimburse
such Trustee for any such expenses paid by such Trustee. The Depositor shall
make no claim upon the Trust Property for the payment of such expenses.

     Section 2.04. Issuance of the Preferred Trust Securities.On ____________,
____, an authorized representative of the Depositor and the Trust, both executed
and delivered the Underwriting Agreement. Contemporaneously with the execution
and delivery of this Trust Agreement, one of the Administrative Trustees, on
behalf of the Trust in accordance with Section 5.02, executed and delivered a
Preferred Trust Securities Certificate, registered in the name of the nominee of
The Depository Trust Company, having an aggregate Liquidation Amount of
$___________.

     Section 2.05. Subscription and Purchase of Debentures; Issuance of the
Common Trust Securities.Contemporaneously with the execution and delivery of
this Trust Agreement, the Administrative Trustees, on behalf of the Trust,
subscribed to and purchased from the Debenture Issuer Debentures, registered in
the name of the Property Trustee and having an aggregate principal amount equal
to $___________ and, in satisfaction of the purchase price for such Debentures,
(x) one of the Administrative Trustees, on behalf of the Trust, executed and
delivered to the Depositor Common Trust Securities Certificates, registered in
the name of the Depositor, representing _____ Common Trust Securities having an
aggregate Liquidation Amount of $_________, and (y) the Property Trustee, on
behalf of the Trust, delivered to the Debenture Issuer the sum of $___________
representing the proceeds from the sale of the Preferred Trust Securities
pursuant to the Underwriting Agreement.

     Section 2.06. Declaration of Trust; Appointment of Additional
Administrative Trustees. The exclusive purposes and functions of the Trust are
(i) to issue Trust Securities and invest the proceeds thereof in Debentures, and
(ii) to engage in those activities necessary or incidental thereto. The
Depositor hereby appoints the Trustees as trustees of the Trust, to have all the
rights, powers and duties to the extent set forth herein, and the Trustees
hereby accept such appointment. The Property Trustee hereby declares that it
will hold the Trust Property in trust upon and subject to the conditions set
forth herein for the benefit of the Securityholders. The Trustees shall have all
rights, powers and duties set forth herein and in accordance with applicable law
with respect to accomplishing the purposes of the Trust. Anything in this Trust
Agreement to the contrary notwithstanding, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Business Trust Act.

     Section 2.07. Authorization to Enter into Certain Transactions.The Trustees
shall conduct the affairs of the Trust in accordance with the terms of this
Trust Agreement. Subject to the limitations set forth in paragraph (b) of this
Section and Article VIII and in accordance with the following provisions (A) and
(B), the Trustees shall have the authority to enter into all transactions and
agreements determined by the Trustees to be appropriate in exercising the
authority, express or implied, otherwise granted to the Trustees under this
Trust Agreement, and to perform all acts in furtherance thereof, including
without limitation, the following:

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

          (i) the issuance and sale of the Trust Securities pursuant to the
     Underwriting Agreement;

          (ii) without the consent of any Person, to cause the Trust to enter
     into and to execute, deliver and perform on behalf of the Trust, such
     agreements as may be necessary or desirable in connection with the
     consummation of the Underwriting Agreement;


                                      -9-

<PAGE>

          (iii) to qualify the Trust to do business in any jurisdiction as may
     be necessary or desirable;

          (iv) the registration of the Preferred Trust Securities under the
     Securities Act of 1933, as amended, and under state securities or blue sky
     laws, and the qualification of this Trust Agreement as a trust indenture
     under the Trust Indenture Act;

          (v) the listing, if any, of the Preferred Trust Securities upon such
     national securities exchange or exchanges or automated quotation system or
     systems as shall be determined by the Depositor and the registration of the
     Preferred Trust Securities under the Exchange Act, and the preparation and
     filing of all periodic and other reports and other documents pursuant to
     the foregoing;

          (vi) the appointment or removal of a Paying Agent and Transfer Agent
     and Registrar in accordance with this Trust Agreement;

          (vii) the establishment of a record date for any of the purposes
     contemplated by Section 6.07 hereof;

          (viii) to duly prepare and file all applicable tax returns and tax
     information reports that are required to be filed with respect to the Trust
     on behalf of the trust;

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

          (x) to execute and deliver all documents or instruments, perform all
     duties and powers, and do all things for and on behalf of the Trust in all
     matters necessary or incidental to the foregoing;

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

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

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

          (i) the establishment of the Payment Account;

          (ii) the receipt of the Debentures;

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

          (iv) the distribution of amounts owed to the Securityholders in
     respect of the Trust Securities in accordance with the terms of this Trust
     Agreement;


                                      -10-

<PAGE>

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

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

          (vii) to the extent provided in this Trust Agreement, the winding up
     of the affairs of and liquidation of the Trust and the execution of the
     certificate of cancellation to be prepared and filed by the Administrative
     Trustees with the Secretary of State of the State of Delaware; and

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

     (a) Subject to this Section 2.07(a)(B), the Property Trustee shall have
none of the duties, powers or authority of the Administrative Trustees set forth
in Sections 2.07(a)(A) and 2.07(c) or the Depositor set forth in Section
2.07(c). The Property Trustee shall have the power and authority to exercise all
of the rights, powers and privileges of a holder of Debentures under the
Subordinated Indenture, subject to the terms of this Trust Agreement, and, if an
Event of Default occurs and is continuing, the Property Trustee may, for the
benefit of Holders of the Trust Securities, in its discretion, proceed to
protect and enforce its rights as holder of the Debentures subject to the rights
of the Holders pursuant to the terms of this Trust Agreement.

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

     (c) In connection with the issue and sale of the Preferred Trust
Securities, each of the Depositor and the Administrative Trustees, acting
singularly or together, (and, in the case of (i), (iii) and (v) below,
____________________, as authorized representative of the Trust), shall have the
right and responsibility to assist the Trust with respect to, or effect on
behalf of the Trust, the following (and any actions taken by the Depositor in
furtherance of the following prior to the date of this Trust Agreement are
hereby ratified and confirmed in all respects):

          (i) to prepare for filing by the Trust with the Commission and to
     execute and file a registration statement on Form S-3 in relation to the
     Preferred Trust Securities, including any amendments thereto and to take
     any action necessary or desirable to sell the Preferred Trust Securities in
     a transaction or series of transactions pursuant thereto;

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


                                      -11-

<PAGE>

          (iii) to select the investment banker or bankers to act as
     underwriters with respect to the offer and sale by the Trust of Preferred
     Trust Securities ("Offer") and negotiate the terms of an Underwriting
     Agreement and pricing agreement providing for the Offer;

          (iv) to execute and deliver on behalf of the Trust the Underwriting
     Agreement and such other agreements as may be necessary or desirable in
     connection with the consummation thereof;

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

     Section 2.08. Assets of Trust.The assets of the Trust shall consist of the
Trust Property.

     Section 2.09. Title to Trust Property.Legal title to all Trust Property
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Securityholders in accordance with this Trust Agreement.

                                   ARTICLE III

                                 Payment Account

     Section 3.01. Payment Account.(a) On or prior to the Closing Date, the
Property Trustee shall establish the Payment Account. The Property Trustee and
any Paying Agent appointed by the Administrative Trustees 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 of Trust
Securities and for distribution as herein provided, including (and subject to)
any priority of payments provided for herein. The Property Trustee shall have no
liability in any respect whatsoever in regards to any moneys or other property
deposited in the Payment Account at an institution other than the Property
Trustee.

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

                                   ARTICLE IV

                            Distributions; Redemption

     Section 4.01. Distributions.(a)Distributions on the Trust Securities shall
be cumulative, and will accumulate whether or not there are funds of the Trust
available for the payment of Distributions. Distributions shall accrue from the
Closing Date, and, except in the event (and to the extent) that the Depositor
exercises its right to extend the interest payment period for the Debentures
pursuant to Section 312 of the Subordinated Indenture, shall be payable
quarterly in arrears on _________, _________, __________, and __________ of each
year, commencing on _______, ____. If any date on which


                                      -12-

<PAGE>

Distributions are otherwise payable on the Trust Securities is not a Business
Day, then the payment of such Distribution shall be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay) in each case, with the same force and effect as if
made on such date (each date on which Distributions are payable in accordance
with this Section 4.01(a), a "Distribution Date").

     (b) Distributions payable on the Trust Securities shall be fixed at a rate
of __% per annum of the Liquidation Amount of the Trust Securities. The amount
of Distributions payable for any quarterly period shall be computed on the same
basis as interest is calculated on the Debentures. If the interest payment
period for the Debentures is extended pursuant to Section 312 of the
Subordinated Indenture, then Distributions on the Trust Securities will be
deferred for the period equal to the extension of the interest payment period
for the Debentures and the rate per annum at which Distributions on the Trust
Securities accumulate shall be increased by an amount such that the aggregate
amount of Distributions that accumulate on all Trust Securities during any such
extended interest payment period is equal to the aggregate amount of interest
(including, to the extent permitted by law, interest payable on unpaid interest
at the percentage rate per annum set forth above, compounded quarterly) that
accrues during any such extended interest payment period on the Debentures. The
amount of Distributions payable for any period shall include the Additional
Amounts, if any.

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

     (d) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
one Business Day prior to the relevant Distribution Date, if Trust Securities
are in book-entry only form, and 15 days prior to the relevant Distribution Date
if Trust Securities are not in book-entry only form.

     Section 4.02. Redemption.(a) On each Debenture Redemption Date and at the
maturity date ("Maturity Date") for the Debentures (as defined in the
Subordinated Indenture), the Property Trustee will be required to redeem a Like
Amount of Trust Securities at the Redemption Price plus accumulated and unpaid
Distributions to the Redemption Date or Maturity Date, as the case may be.

     (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 or liquidation shall state:

          (i) the Redemption Date;

          (ii) the Redemption Price and the amount of accumulated and unpaid
     Distributions to be paid on the Redemption Date;

          (iii) the CUSIP number;

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

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

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


                                      -13-

<PAGE>

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

     (d) If the Property Trustee gives a notice of redemption in respect of any
Preferred Trust Securities, then, by 12:00 noon, New York time, on the
Redemption Date, subject to Section 4.02(c), the Property Trustee shall
irrevocably deposit with the Paying Agent funds sufficient to pay the applicable
Redemption Price plus accumulated and unpaid Distributions to the Redemption
Date and will give the Paying Agent irrevocable instructions and authority to
pay the Redemption Price plus accumulated and unpaid Distributions to the
Redemption Date to the Holders thereof upon surrender of their Preferred Trust
Securities Certificates and Common Trust Securities Certificates.
Notwithstanding the foregoing, Distributions on the Trust Securities with
respect to Distribution Dates occurring 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
on the Redemption Date, all rights of Securityholders holding Trust Securities
so called for redemption will cease, except the right of such Securityholders to
receive the Redemption Price plus accumulated and unpaid Distributions to the
Redemption Date thereof, but without interest thereon, and such Trust Securities
will cease to be Outstanding. In the event that any Redemption Date is not a
Business Day, then payment of the Redemption Price payable on such date plus
accumulated and unpaid Distributions to such Redemption Date shall be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
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 plus accumulated
and unpaid Distributions in respect of any Trust Securities called for
redemption is improperly withheld or refused and not paid either by the Trust or
by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee,
Distributions on such Trust Securities will continue to accrue, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price plus accumulated and
unpaid Distributions is actually paid, in which case the actual payment date
will be deemed the date fixed for redemption for purposes of calculating the
Redemption Price plus accumulated and unpaid Distributions to such date.

     (e) Payment of the Redemption Price on the Trust Securities shall be made
to the Holders thereof as they appear on the Securities Register for the Trust
Securities on the relevant record date, which shall be one Business Date prior
to the relevant Redemption Date; provided, however, that in the event that the
Preferred Securities do not remain in book-entry-only form, the relevant record
date shall be the date fifteen days prior to the relevant Redemption Date.

     (f) Subject to Section 4.03(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 to the
Common Trust Securities and to the Preferred Trust Securities in the proportion
that the aggregate Liquidation Amount of each is to the aggregate Liquidation
Amount of all outstanding Trust Securities. The particular Preferred Trust
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Property Trustee from the Outstanding Preferred Trust
Securities not previously called for redemption, by such method as the Property
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to $25 or integral multiples thereof) of the
Liquidation Amount of Preferred Trust Securities of a denomination larger than
$25. The Property Trustee shall promptly notify the Transfer Agent and Registrar
in writing of the Preferred Trust Securities selected for redemption and, in the
case of any Preferred Trust Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to the
redemption of Preferred Trust Securities shall relate, in the case of any
Preferred Trust Securities redeemed or to be redeemed only in part, to the
portion of the Liquidation Amount of Preferred Trust Securities which has been
or is to be redeemed.

     Section 4.03. Subordination of Common Trust Securities.(a) Payment of
Distributions (including Additional Amounts, if applicable) on, and the
Redemption Price plus accumulated and unpaid


                                      -14-

<PAGE>

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

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

     Section 4.04. Payment Procedures.Payments in respect of the Preferred Trust
Securities shall be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Securities Register or, if the
Preferred Trust Securities are held by a Securities Depository, such
Distributions shall be made to the Securities Depository in immediately
available funds, which shall credit the relevant Persons' accounts at such
Securities Depository on the applicable Distribution Dates. Payments in respect
of the Common Trust Securities shall be made in such manner as shall be mutually
agreed between the Property Trustee and the Holder of the Common Trust
Securities.

     Section 4.05. Tax Returns and Reports.The Administrative Trustees shall
prepare (or cause to be prepared), at the Depositor's expense and direction, and
file all United States Federal, state and local tax and information returns and
reports required to be filed by or in respect of the Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared or
filed) the Internal Revenue Service Form 1041 (or any successor form) required
to be filed in respect of the Trust in each taxable year of the Trust and (b)
prepare and furnish (or cause to be prepared and furnished), to the extent
required by law, to each Securityholder the related Internal Revenue Service
Form 1099 (or any successor form) and the information required to be provided on
such form. The Administrative Trustees shall provide the Depositor and the
Property Trustee with a copy of all such returns, reports and schedules promptly
after such filing or furnishing. The Trustees shall comply with United States
Federal withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Securityholders under the Trust
Securities.

     Section 4.06. Payments under Indenture.

     Any amount payable hereunder to any Holder of Preferred Trust Securities
shall be reduced by the amount of any corresponding payment such Holder has
directly received pursuant to Section 808 of the Subordinated Indenture.

     [Section 4.07. Remarketing.]

     [Add remarketing and coupon reset provisions if Securities are issued in
connection with Stock Purchase Units]


                                      -15-

<PAGE>

                                    ARTICLE V

                          Trust Securities Certificates

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

     Section 5.02. The Trust Securities Certificates.The Trust Securities
Certificates shall be issued in denominations of $25 Liquidation Amount and
integral multiples thereof. The Trust Securities Certificates shall be executed
on behalf of the Trust by manual or facsimile signature of at least one
Administrative Trustee and, if executed on behalf of the Trust by facsimile
signature, the Preferred Trust Securities shall be countersigned by the Transfer
Agent and Registrar or its agent. Trust Securities Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Trust
and, in the case of Preferred Trust Securities, if executed by facsimile
signature, countersigned by the Transfer Agent and Registrar or its agent, shall
be validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04 or
5.12. Every Person, by virtue of having become a Securityholder, shall be deemed
to have expressly assented and agreed to the terms of, and shall be bound by,
this Trust Agreement, the Trust Securities Guarantee and the Subordinated
Indenture.

     Section 5.03. Execution and Delivery of Trust Securities Certificates.On
the Closing Date, the Administrative Trustees, or any one of them, shall cause
Trust Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.04 and 2.05, to be executed on behalf of the Trust, and in the case
of Preferred Trust Securities executed by facsimile signature, countersigned by
the Transfer Agent and Registrar, or its agent, and delivered to or upon the
written order of the Depositor signed by its chairman of the board, any of its
vice presidents or its treasurer, without further corporate action by the
Depositor, in authorized denominations.

     Section 5.04. Registration of Transfer and Exchange of Trust Securities
Certificates.The Transfer Agent and Registrar shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 5.08, a Securities Register
in which, subject to such reasonable regulations as it may prescribe, the
Transfer Agent and Registrar shall provide for the registration of Preferred
Trust Securities Certificates and the Common Trust Securities Certificates
(subject to Section 5.10 in the case of the Common Trust Securities
Certificates) and registration of transfers and exchanges of Preferred Trust
Securities Certificates as herein provided. The Property Trustee shall be the
initial Transfer Agent and Registrar.

     Upon surrender for registration of transfer of any Preferred Trust
Securities Certificate at the office or agency maintained pursuant to Section
5.08, the Administrative Trustees, or any one of them, shall execute on behalf
of the Trust by manual or facsimile signature and, if executed on behalf of the
Trust by facsimile signature, cause the Transfer Agent and Registrar or its
agent to countersign and deliver, in the name of the designated transferee or
transferees, one or more new Preferred Trust Securities Certificates in
authorized denominations of a like aggregate Liquidation Amount. At the option
of a Holder, Preferred Trust Securities Certificates may be exchanged for other
Preferred Trust Securities Certificates in authorized denominations of the same
class and of a like aggregate Liquidation Amount upon surrender of the Preferred
Trust Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.08.

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


                                      -16-

<PAGE>

customary procedures. The Trust shall not be required to (i) issue, register the
transfer of, or exchange any Preferred Trust Securities during a period
beginning at the opening of business 15 calendar days before the day of mailing
of a notice of redemption of any Preferred Trust Securities called for
redemption and ending at the close of business on the day of such mailing or
(ii) register the transfer of or exchange any Preferred Trust Securities so
selected for redemption, in whole or in part, except the unredeemed portion of
any such Preferred Trust Securities being redeemed in part.

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

     Section 5.05. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Transfer Agent and Registrar, or if the Transfer Agent and
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 Transfer Agent and Registrar and the Administrative Trustees such security
or indemnity as may be required by them to save each of them and the Depositor
harmless, then in the absence of notice that such Trust Securities Certificate
shall have been acquired by a bona fide purchaser, the Administrative Trustees,
or any one of them, on behalf of the Trust shall execute by manual or facsimile
signature and, if execution on behalf of the Trust is by facsimile signature, in
the case of Preferred Trust Securities shall also cause the Transfer Agent and
Registrar or its agent to countersign; and the Administrative Trustees, or any
one of them, and, if executed on behalf of the Trust by facsimile signature, in
the case of Preferred Trust Securities the Transfer Agent and Registrar or its
agent, shall 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 Transfer Agent and 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 Trust Property, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

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

     Section 5.06. Persons Deemed Securityholders.Prior to due presentation of a
Trust Securities Certificate for registration of transfer, the Trustees and the
Transfer Agent and Registrar, and any agent of the Trustees and the Transfer
Agent and Registrar, shall be entitled to treat the Person in whose name any
Trust Securities Certificate shall be registered in the Securities Register as
the owner of such Trust Securities Certificate for the purpose of receiving
Distributions and for all other purposes whatsoever, and neither the Trustees
nor the Transfer Agent and Registrar shall be bound by any notice to the
contrary.

     Section 5.07. Access to List of Securityholders' Names and Addresses.The
Administrative Trustees shall furnish or cause to be furnished (x) to the
Depositor or the Property Trustee, within 15 days after receipt by any
Administrative Trustee of a request therefor from the Depositor or the Property
Trustee, as the case may be, in writing and (y) to the Property Trustee,
[quarterly not more than 5 days after each ________, ________, ________ and
________ of each year beginning ________] (unless the Property Trustee is the
Transfer Agent and Registrar), a list, in such form as the Depositor or the
Property Trustee may reasonably require, of the names and addresses of the
Securityholders as of a recent date. Each Holder, by receiving and holding a
Trust Securities Certificate, shall be deemed to have agreed not to hold either
the Depositor or any Trustees accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was
derived.

     Section 5.08. Maintenance of Office or Agency.The Depositor shall or shall
cause the Transfer Agent and Registrar to maintain in The City of New York, an
office or offices or agency or agencies where


                                      -17-

<PAGE>

Preferred Trust Securities Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Depositor, the
Trust or the Transfer Agent and Registrar in respect of the Trust Securities and
the Trust Agreement may be served. The Depositor initially designates
______________________________, ____________________, New York, New York ______
as its principal office for such purposes. The Depositor shall or shall cause
the Transfer Agent and Registrar to give prompt written notice to the Depositor,
The Trust Securities Guarantor, the Property Trustee, the Administrative
Trustees and to the Securityholders of any change in the location of the
Securities Register or any such office or agency. If at any time the Depositor
shall fail to maintain such office or agency or shall fail to furnish the
Property Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Property Trustee, and the Depositor hereby appoints the Property Trustee its
agent and the agent of the Trust to receive all such presentations, surrenders,
notices and demands.

     Section 5.09. Appointment of Paying Agent.The Paying Agent shall make
Distributions to Securityholders from the Payment Account and shall report the
amounts of such Distributions to the Administrative Trustees and the Property
Trustee. Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account for the purpose of making the Distributions referred to
above. The Property Trustee shall be entitled to rely upon a certificate of the
Paying Agent stating in effect the amount of such funds so to be withdrawn and
that same are to be applied by the Paying Agent in accordance with this Section
5.09. The Administrative Trustees or any one of them may revoke such power and
remove the Paying Agent if the Administrative Trustee or any one of them
determines in its sole discretion that the Paying Agent shall have failed to
perform its obligations under this Trust Agreement in any material respect. The
Paying Agent shall initially be the Property Trustee, and it may choose any
co-paying agent that is acceptable to the Administrative Trustees, the Debenture
Issuer, and the Depositor. The Paying Agent shall be permitted to resign upon 30
days' written notice to the Administrative Trustees, the Property Trustee, the
Debenture Issuer and the Depositor. In the event of the removal or resignation
of the Property Trustee as Paying Agent, the Administrative Trustees shall
appoint a successor that is reasonably acceptable to the Property Trustee, the
Debenture Issuer and the Depositor to act as Paying Agent (which shall be a
bank, trust company or an Affiliate of the Depositor). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment to
the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon resignation or
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Property Trustee. The provisions of Sections 8.01, 8.03 and
8.06 shall apply to the Paying Agent appointed hereunder, and the Paying Agent
shall be bound by the requirements with respect to paying agents of securities
issued pursuant to the Trust Indenture Act. Any reference in this Trust
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

     Section 5.10. Ownership of Common Trust Securities by Depositor.On the
Closing Date, the Depositor shall acquire, and thereafter retain, beneficial and
record ownership of the Common Trust Securities. Except in connection with a
transaction involving the Depositor that would be permitted under Article Eleven
of the Subordinated Indenture, any attempted transfer of the Common Trust
Securities shall, to the fullest extent permitted by law, be void. The
Administrative Trustees shall cause each Common Trust Securities Certificate
issued to the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT." Common Trust Securities
Certificates representing the Common Trust Securities shall be issued to the
Depositor in the form of a typewritten or definitive Common Trust Securities
Certificate.

     Section 5.11. Definitive Preferred Trust Securities Certificates.Definitive
Preferred Trust Securities Certificates shall be typewritten, printed,
lithographed or engraved or may be produced in any other manner as is reasonably
acceptable to the Administrative Trustees, as evidenced by the execution thereof
by the Administrative Trustees, or any one of them. The Administrative Trustees,
or any one of them, shall execute on behalf of the Trust by manual or facsimile
signature, and, if executed by facsimile on behalf of the Trust, countersigned
by the Transfer Agent and Registrar or its agent, the Definitive Preferred Trust
Securities Certificates initially in accordance with the instructions of the
Depositor complying with Section 5.03. Neither the Transfer


                                      -18-

<PAGE>

Agent and Registrar nor any of the Administrative 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.

     Section 5.12. Book-Entry System.Some or all of the Preferred Trust
Securities may be registered in the name of a securities depository ("Securities
Depository") or a nominee therefor, and held in the custody of the Securities
Depository or a custodian thereof. In such event, a single certificate will be
issued and delivered to the Securities Depository for such Preferred Trust
Securities, in which case the Owners of such Preferred Trust Securities will not
receive physical delivery of certificates for Preferred Trust Securities. Unless
Definitive Preferred Trust Securities Certificate are delivered to the Owners of
Preferred Trust Securities as provided herein, all transfers of beneficial
ownership interests in such Preferred Trust Securities will be made by
book-entry only, and no investor or other party purchasing, selling or otherwise
transferring beneficial ownership of the Preferred Trust Securities will
receive, hold or deliver any certificate for Preferred Trust Securities. The
Depositor, the Trustees and the Paying Agent will recognize the Securities
Depository or its nominee as the Holder of Preferred Trust Securities for all
purposes, including payment, notices and voting and shall have no payment,
notice or communication obligations to the Owners.

     The Administrative Trustees, at the direction and expense of the Depositor,
may from time to time appoint a Securities Depository or a successor thereto and
enter into a letter of representations or other agreement with such Securities
Depository to establish procedures with respect to the Preferred Trust
Securities. Any Securities Depository shall be a Clearing Agency.

     The Depositor and the Trustees covenant and agree to meet the requirements
of a Securities Depository for the Preferred Trust Securities with respect to
required notices and other provisions of the letter of representations or
agreement executed with respect to such Preferred Trust Securities.

     Whenever the beneficial ownership of any Preferred Trust Securities is
determined through the books of a Securities Depository, the requirements in
this Trust Agreement of holding, delivering or transferring such Preferred Trust
Securities shall be deemed modified with respect to such Preferred Trust
Securities to meet the requirements of the Securities Depository with respect to
actions of the Trustees, the Depositor and the Paying Agent. Any provisions
hereof permitting or requiring delivery of such Preferred Trust Securities
shall, while such Preferred Trust Securities are in a book-entry system, be
satisfied by the notation on the books of the Securities Depository in
accordance with applicable state law.

     Definitive Preferred Trust Securities Certificates will be issued and
delivered to the Owners of such Preferred Trust Securities in accordance with
registration instructions of the Securities Depository if (a) the Securities
Depository is no longer willing or able to properly discharge its
responsibilities with respect to the Preferred Trust Securities, and the
Depositor does not appoint a successor Securities Depository within 90 days
after such discontinuance, or (b) the Depositor at its option advises the
Trustees in writing that it elects to terminate the book-entry system through
the Securities Depository.

     Section 5.13. Rights of Securityholders.The legal title to the Trust
Property is vested exclusively in the Property Trustee (in its capacity as such)
in accordance with Section 2.09, and the Securityholders shall not have any
right or title therein other than an undivided beneficial interest in the assets
of the Trust conferred by their Trust Securities and they shall have no right to
call for any partition or division of property, profits or rights of the Trust
except as described below. The Trust Securities shall be personal property
giving only the rights specifically set forth therein and in this Trust
Agreement. The Preferred Trust Securities shall have no preemptive or similar
rights and when issued and delivered to Securityholders against payment of the
purchase price therefor will be fully paid and nonassessable undivided
beneficial interests in the assets of the Trust. The Holders of the Preferred
Trust Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

     Section 5.14. Cancellation by Transfer Agent and Registrar.All Trust
Securities Certificates surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other


                                      -19-

<PAGE>

than the Transfer Agent and Registrar, be delivered to the Transfer Agent and
Registrar and, if not theretofore canceled, shall be promptly canceled by the
Transfer Agent and Registrar. No Trust Securities Certificates shall be issued
in lieu of or in exchange for any Trust Securities Certificates canceled as
provided in this Section, except as expressly permitted by this Trust Agreement.
All canceled Trust Securities Certificates held by the Transfer Agent and
Registrar shall be disposed of in accordance with its customary procedures.

                                   ARTICLE VI

                    Acts of Securityholders; Meetings; Voting

     Section 6.01. Limitations on Voting Rights.(a) Except as provided in this
Section 6.01, Section 8.10 and Section 10.03 and as otherwise required by law,
no Holder of Preferred Trust Securities shall have any right to vote or in any
manner otherwise control the administration, operation and management of the
Trust or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Trust Securities Certificates, be
construed so as to constitute the Securityholders from time to time as partners
or members of an association. If the Property Trustee fails to enforce its
rights under the Debentures or this Trust Agreement, a Holder of Preferred Trust
Securities may, to the fullest extent permitted by law, institute a legal
proceeding directly against the Depositor or the Debenture Issuer to enforce the
Property Trustee's rights under the Debentures or this Trust Agreement without
first instituting any legal proceeding against the Property Trustee or any other
Person. Notwithstanding the foregoing, a Holder of Preferred Trust Securities
may directly institute a proceeding for enforcement of payment to such Holder of
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation preference amount of the Preferred Trust Securities of
such Holder on or after the due dates specified in the Debentures.

     (b) So long as any Debentures are held by the Property Trustee, the
Property Trustee shall not (i) direct the time, method and place of conducting
any proceeding for any remedy available to the Debenture Trustee, or executing
any trust or power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is waivable under Section 813 of
the Subordinated Indenture, (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable or
(iv) consent to any amendment, modification or termination of the Subordinated
Indenture or the Debentures, where such consent shall be required, without, in
each case, obtaining the prior approval of the Holders of at least a majority of
the aggregate Liquidation Amount of the Outstanding Preferred Trust Securities;
provided, however, that where a consent under the Subordinated Indenture would
require the consent of each Holder of Debentures affected thereby, no such
consent shall be given by the Property Trustee without the prior written consent
of each Holder of Preferred Trust Securities. The Property Trustee shall not
revoke any action previously authorized or approved by a vote of the Preferred
Trust Securities, except pursuant to a subsequent vote of the Preferred Trust
Securities. The Property Trustee shall notify all Holders of the Preferred Trust
Securities of any notice of default received from the Debenture Trustee with
respect to the Debentures. In addition to obtaining the foregoing approvals of
the Holders of the Preferred Trust 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 will not cause the Trust to be classified other than as a "grantor trust"
for United States Federal income tax purposes.

     (c) If any proposed amendment to the Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would materially
adversely affect the powers, preferences or special rights of the Preferred
Trust Securities, whether by way of amendment to the Trust Agreement or
otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Preferred Trust 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 majority in aggregate
Liquidation Amount of the Outstanding Preferred Trust Securities.

     (d) The Holders of a majority in Outstanding Liquidation Amount of the
Preferred Trust Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Property
Trustee in respect of this Trust Agreement or the Debentures or exercising any
trust or power conferred upon the Property Trustee under this Trust Agreement;
provided, however, that, subject to Section 8.01, the Property Trustee shall
have the right to decline to follow any such direction if the Property Trustee
being


                                      -20-

<PAGE>

advised by counsel determines that the action so directed may not lawfully be
taken, or if the Property Trustee in good faith shall, by a Responsible Officer
or Officers of the Property Trustee, determine that the proceedings so directed
would be illegal or involve it in personal liability or be unduly prejudicial to
the rights of Holders not party to such direction, and provided further that
nothing in this Trust Agreement shall impair the right of the Property Trustee
to take any action deemed proper by the Property Trustee and which is not
inconsistent with such direction.

     Section 6.02. Notice of Meetings.Notice of all meetings of the Holders of
Preferred Trust Securities, stating the time, place and purpose of the meeting,
shall be given by the Administrative Trustees pursuant to Section 10.08 to each
Holder of a Preferred Trust Security, at such Holder's registered address, at
least 15 days and not more than 90 days before the meeting. At any such meeting,
any business properly before the meeting may be so considered whether or not
stated in the notice of the meeting. Any adjourned meeting may be held as
adjourned without further notice.

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

     Holders of at least a majority of the then Outstanding Preferred Trust
Securities (based upon their aggregate Liquidation Amount), present in person or
by proxy, shall constitute a quorum at any meeting of Securityholders.

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

     Section 6.04. Voting Rights.Securityholders shall be entitled to one vote
for each $25 of Liquidation Amount represented by their Outstanding Trust
Securities in respect of any matter as to which such Securityholders are
entitled to vote.

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

     Section 6.06. Securityholder Action by Written Consent.Any action which may
be taken by Securityholders at a meeting may be taken without a meeting and
without prior notice if Securityholders holding a majority of all 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 (based upon their aggregate
Liquidation Amount).

     Section 6.07. Record Date for Voting and Other Purposes.For the purposes of
determining the Securityholders who are entitled to notice of and to vote at any
meeting or to vote by written consent without prior


                                      -21-

<PAGE>

notice, or to participate in any Distribution on the Trust Securities in respect
of which a record date is not otherwise provided for in this Trust Agreement, or
for the purpose of any other action, the Administrative Trustees may from time
to time fix a date, not more than 90 days prior to the date of any meeting of
Securityholders or the payment of Distribution or other action including action
to be taken by written consent, as the case may be, as a record date for the
determination of the identity of the Securityholders of record for such
purposes.

     Section 6.08. Acts of Securityholders.Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Trust Agreement to be given, made or taken by Securityholders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Securityholders in person or by an agent 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
Administrative Trustees. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Securityholders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Trust Agreement and (subject to Section 8.01)
conclusive in favor of the Trustees, if made in the manner provided in this
Section.

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

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

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

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

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

     Section 6.09. Inspection of Records.Subject to Section 5.07 concerning
access to the list of Securityholders, upon reasonable notice to the
Administrative Trustees and the Property Trustee, the other records of the Trust
shall be open to inspection by Securityholders during normal business hours for
any purpose reasonably related to such Securityholder's interest as a
Securityholder.


                                      -22-

<PAGE>

                                   ARTICLE VII

                 Representations and Warranties of the Property
                        Trustee and the Delaware Trustee

     Section 7.01. Property Trustee.The Property Trustee and any successor
Property Trustee hereby represents and warrants for the benefit of the Depositor
and the Securityholders that:

     (a) the Property Trustee is a banking corporation, trust company or
national association duly incorporated, validly existing and in good standing
under the laws of the State of New York;

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

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

     (d) the execution, delivery and performance by the Property Trustee of this
Trust Agreement will not violate, conflict with or constitute a breach of the
Property Trustee's charter or by-laws; and

     (e) the execution, delivery and performance by the Property Trustee of this
Trust Agreement does not require the consent or approval of, the giving of
notice to, or the registration with any Federal or state banking authority
having jurisdiction over its trust powers.

     Section 7.02. Delaware Trustee.The Delaware Trustee and any successor
Delaware Trustee represents and warrants for the benefit of the Depositor and
the Securityholders that:

     (a) the Delaware Trustee is a banking corporation, trust company or
national association duly incorporated, validly existing and in good standing
under the laws of the State of Delaware;

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

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

     (d) the Delaware Trustee is a natural person who is a resident of the State
of Delaware or, if not a natural person, an entity which has its principal place
of business in the State of Delaware and, in either case, a Person that
satisfies for the Trust the requirements of Section 3807 of the Delaware
Business Trust Act;

     (e) the execution, delivery and performance by the Delaware Trustee of this
Trust Agreement will not (i) violate the Delaware Trustee's charter or by-laws
or (ii) violate any law, governmental rule or regulation of the State of
Delaware governing the banking or trust powers of the Delaware Trustee or any
order, judgment or decree applicable to the Delaware Trustee; and

     (f) the execution, delivery and performance by the Delaware Trustee of this
Trust Agreement does not require the consent or approval of, the giving of
notice to, or the registration with any Federal or state banking authority
having jurisdiction over its banking or trust powers.


                                      -23-

<PAGE>

                                  ARTICLE VIII

                                  The Trustees

     Section 8.01. Certain Duties and Responsibilities.(a) The rights,
immunities, duties and responsibilities of the Trustees shall be restricted to
those set forth in the express provisions of this Trust Agreement and, in the
case of the Property Trustee, as provided in the Trust Indenture Act, and no
implied covenants or obligations shall be read into this Trust Agreement against
any of the Trustees. For purposes of Sections 315(a) and 315(c) of the Trust
Indenture act, the term "default" is hereby defined as an Event of Default which
has occurred and is continuing. Notwithstanding the foregoing, no provision of
this Trust Agreement shall require any of the Trustees to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section.
To the extent that, at law or in equity, an Administrative Trustee has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or to
the Securityholders, such Administrative Trustee shall not be liable to the
Trust or to any Securityholder for such Trustee's good faith reliance on the
provisions of this Trust Agreement. The provisions of this Trust Agreement, to
the extent that they restrict the duties and liabilities of the Administrative
Trustees otherwise existing at law or in equity, are agreed by the Depositor and
the Securityholders to replace such other duties and liabilities of the
Administrative Trustees.

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

     (c) All duties and responsibilities of the Property Trustee contained in
this Trust Agreement are subject to the following:

          (i) the Property Trustee's sole duty with respect to the custody, safe
     keeping and physical preservation of the Trust Property 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,
     exculpations and limitations on liability afforded to the Property Trustee
     under this Trust Agreement, the Trust Indenture Act, the Delaware Business
     Trust Act and, to the extent applicable, Rule 3a-7 under the Investment
     Company Act or any successor rule thereunder;

          (ii) the Property Trustee shall have no duty or liability for or with
     respect to the value, genuineness, existence or sufficiency of the Trust
     Property or the payment of any taxes or assessments levied thereon or in
     connection therewith;

          (iii) the Property Trustee shall not be liable for any interest on any
     money received by it except as it may otherwise agree with the Depositor.
     Money held by the Property Trustee need not be segregated from other funds
     held by it except in relation to the Payment Account established by the
     Property Trustee pursuant to this Trust Agreement and except to the extent
     otherwise required by law; and

          (iv) 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


                                      -24-

<PAGE>

     Agreement, nor shall the Property Trustee be liable for the default or
     misconduct of the Administrative Trustees or the Depositor.

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

     Section 8.02. Notice of Defaults.(a) Within ninety (90) days after the
occurrence of any default known to the Property Trustee, the Property Trustee
shall transmit, in the manner and to the extent provided in Section 10.08,
notice of such default to the Securityholders, the Depositor, the Trust
Securities Guarantor and the Administrative Trustees, unless such default shall
have been cured or waived before the giving of such notice, provided that,
except in the case of a payment default, the Property Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors or Responsible Officers
of the Property Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

     (b) Within five Business Days after receipt of notice of the Debenture
Issuer's exercise of its right to defer the payment of interest on the
Debentures pursuant to the Subordinated Indenture, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 10.08, notice of
such exercise to the Securityholders and the Administrative Trustees, unless
such exercise shall have been revoked.

     Section 8.03. Certain Rights of Property Trustee.Subject to the provisions
of Section 8.01 and except as provided by law:

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

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

          (iii) whenever in the administration of this Trust Agreement the
     Property Trustee shall deem it desirable that a matter be proved or
     established prior to taking, suffering or omitting any action hereunder,
     the Property Trustee (unless other evidence be herein specifically
     prescribed) may, in the absence of bad faith on its part, request and rely
     upon an Officer's


                                      -25-

<PAGE>

     Certificate which, upon receipt of such request, shall be promptly
     delivered by the Depositor or the Administrative Trustees;

          (iv) the Property Trustee may consult with counsel of its selection
     (which counsel may be counsel to the Property Trustee, Depositor or the
     Trust Securities Guarantor or any of their Affiliates, and may include any
     of their employees) and the written advice of such counsel or any Opinion
     of Counsel shall be full and complete authorization and protection in
     respect of any action taken, suffered or omitted by it hereunder in good
     faith and in reliance thereon and in accordance with such advice;

          (v) 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 Securityholder pursuant to this Trust Agreement, unless
     such Securityholder shall have offered to the Property Trustee reasonable
     security or indemnity against the costs, expenses (including reasonable
     attorneys' fees and expenses) and liabilities which might be incurred by it
     in complying with such request or direction; provided that, nothing
     contained in this Section 8.03(v) 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;

          (vi) 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, direction, consent, order,
     approval, bond, debenture, note or other evidence of indebtedness or other
     paper or document, but the Property Trustee, in its discretion, may make
     such further inquiry or investigation into such facts or matters as it may
     see fit, and, if the Property Trustee shall determine to make such further
     inquiry or investigation, it shall be entitled to examine the books,
     records and premises of the Depositor personally or by agent or attorney;

          (vii) 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 any agent or attorney
     appointed with due care by it hereunder;

          (viii) the Property Trustee shall not be liable for any action taken,
     suffered, or omitted to be taken by it in good faith and reasonably
     believed by it to be authorized or within the discretion or rights or
     powers conferred upon it by this Trust Agreement;

          (ix) the Property Trustee shall not be charged with knowledge of any
     default or Event of Default with respect to the Trust Securities unless
     either (A) a Responsible Officer of the Property Trustee shall have actual
     knowledge of the default or Event of Default or (B) written notice of such
     default or Event of Default shall have been given to the Property Trustee
     by the Depositor, the Administrative Trustees or by any Holder of the Trust
     Securities;

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

          (xi) no provision of this Trust Agreement shall require the Property
     Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or powers, if the Property Trustee shall have
     reasonable grounds for believing that the repayment of such funds or
     liability is not reasonably assured to it under the terms of this Trust
     Agreement or adequate indemnity against such risk or liability is not
     reasonably assured to it;


                                      -26-

<PAGE>

          (xii) 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 tax or securities form) (or any rerecording,
     refiling or reregistration thereof);

          (xiii) 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;

          (xiv) 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 (A) may request instructions from the
     Holders of the Trust Securities, which instructions may only be given by
     the Holders of the same Liquidation Amount of the Trust Securities as would
     be entitled to direct the Property Trustee under the terms of this Trust
     Agreement in respect of such remedies, rights or actions, (B) may refrain
     from enforcing such remedy or right or taking such other action until such
     instructions are received, and (C) shall be protected in acting in
     accordance with such instructions; and

          (xv) unless otherwise expressly provided herein, any direction or act
     of the Depositor contemplated by this Trust Agreement shall be sufficiently
     evidenced by an Officers' Certificate.

     Section 8.04. Not Responsible for Recitals or Issuance of Securities.The
recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Trust, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the title to, or value or condition of, the property of the Trust or any part
thereof, nor as to the validity or sufficiency of this Trust Agreement, the
Debentures or the Trust Securities. The Trustees shall not be accountable for
the use or application by the Trust of the proceeds of the Trust Securities.

     Section 8.05. May Hold Securities.Any Trustee or any agent of any Trustee
or the Trust, in its individual or any other capacity, may become the owner or
pledgee of Trust Securities and, subject to Sections 8.08 and 8.13, and except
as provided in the definition of the term "Outstanding" in Article I, may
otherwise deal with the Trust with the same rights it would have if it were not
a Trustee or such agent.

     Section 8.06. Compensation; Fees; Indemnity.The Depositor agrees:

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

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

          (iii) to the fullest extent permitted by applicable law, to indemnify
     each Trustee for, and to hold each Trustee harmless against, any and all
     loss, damage, claims, liability or expense incurred without negligence
     (gross negligence, in the case of any Administrative Trustee or the
     Delaware Trustee), bad faith or willful misconduct on its part, arising out
     of or in connection with the acceptance or administration of the trust or
     trusts under this Trust Agreement, including the reasonable costs and
     expenses of defending itself against any claim or liability in connection
     with the exercise or performance of any of its powers or duties hereunder.

     No Trustee may claim any Lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 8.06.


                                      -27-

<PAGE>

     In addition to the rights provided to each Trustee pursuant to the
provisions of the immediately preceding paragraph of this Section 8.06 and
without prejudice to any rights available to the Trustees under applicable law,
when a Trustee incurs expenses or renders services in connection with an Event
of Default resulting from a Bankruptcy Event with respect to the Trust, the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

     The provisions of this Section 8.06 shall survive the termination of this
Trust Agreement.

     Section 8.07. Certain Trustees Required; Eligibility.(a) here shall at all
times be a Property Trustee hereunder with respect to the Trust Securities. The
Property Trustee shall be a Person that has a combined capital and surplus of at
least $50,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Property Trustee with respect to the Trust Securities shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VIII.

     (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 such
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 that
otherwise meets the requirements of applicable Delaware law and that shall act
through one or more persons authorized to bind such entity.

     Section 8.08. Conflicting Interests.If the Property Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Property Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Trust Agreement. The Subordinated Indenture and the
securities of any series issued thereunder and the Trust Securities Guarantee
Agreement 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 8.09. Co-Trustees and Separate Trustee.At any time or times, for
the purpose of meeting the legal requirements of the Trust Indenture Act or of
any jurisdiction in which any part of the Trust Property may at the time be
located, the Depositor and the Administrative Trustees, by agreed action of the
majority of such Trustees (except as provided in the following sentence), shall
have power to appoint, and upon the written request of the Administrative
Trustees, the Depositor shall for such purpose join with the Administrative
Trustees in the execution, delivery, and performance of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the
Property Trustee either to act as co-trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Depositor does not join
in such appointment within 15 days after the receipt by it of a request so to
do, or in case a Debenture Event of Default has occurred and is continuing, the
Property Trustee alone shall have power to make such appointment.

     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.


                                      -28-

<PAGE>

     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:

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

          (2) 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.

          (3) The Property Trustee at any time, by an instrument in writing
     executed by it, with the written concurrence of the Depositor, may accept
     the resignation of or remove any co-trustee or separate trustee appointed
     under this Section 8.09, 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 resigned or removed may be
     appointed in the manner provided in this Section.

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

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

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

     Section 8.10. Resignation and Removal; Appointment of Successor.No
resignation or removal of any Trustee (as the case may be, the "Relevant
Trustee") and no appointment of a successor Relevant Trustee pursuant to this
Article shall become effective until the acceptance of appointment by the
successor Relevant Trustee in accordance with the applicable requirements of
Section 8.11.

     The Relevant Trustee may resign at any time by giving written notice
thereof to the Securityholders, the Depositor and the other Trustees, except
that notice is only required to be delivered to the Securityholders in the event
that the Property Trustee or the Delaware Trustee is the resigning Relevant
Trustee. If the instrument of acceptance by a successor Relevant Trustee
required by Section 8.11 shall not have been delivered to the resigning Relevant
Trustee within 30 days after the giving of such notice of resignation, the
resigning Relevant Trustee may petition 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,
the Relevant Trustee may be removed at any time by Act of the Common Trust
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority of the aggregate
Liquidation Amount of the Outstanding Preferred Trust Securities, delivered to
the Relevant Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be appointed, replaced or removed solely by the
Common Trust Securityholder at any time.


                                      -29-

<PAGE>

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

     The Property Trustee shall give notice of each resignation and each removal
of a Property Trustee or Delaware Trustee and each appointment of a successor to
such Trustee to all Securityholders in the manner provided in Section 10.08 and
shall give notice to the Depositor. Such notice shall include the name of the
successor Relevant Trustee and the address of its Corporate Trust Office if it
is the Property Trustee.

     Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes in the opinion of the Depositor, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by (i) the unanimous act of remaining Administrative Trustees if there
are at least two of them or (ii) otherwise by the Depositor (with the successor
in each case being an individual who satisfies the eligibility requirements for
Administrative Trustees or Delaware Trustee, as the case may be, set forth in
Section 8.07). Additionally, notwithstanding the foregoing or any other
provision of this Trust Agreement, in the event the Depositor reasonably
believes that any Administrative Trustee who is a natural person has become
incompetent or incapacitated, the Depositor, by notice to the remaining
Trustees, may terminate the status of such Person as an Administrative Trustee
(in which case the vacancy so created will be filled in accordance with the
preceding sentence).

     No Trustee shall be liable for the acts or omissions to act of any
successor Trustee.

     Section 8.11. Acceptance of Appointment by Successor.In case of the
appointment hereunder of a successor Relevant Trustee, the retiring Relevant
Trustee (if requested by the Depositor) and each successor Trustee shall execute
and deliver an amendment hereto wherein each successor Relevant Trustee shall
accept such appointment and which shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each
successor Relevant Trustee all the rights, powers, trusts and duties of the
retiring Relevant Trustee and upon the execution and delivery of such amendment
the resignation or removal of the retiring Relevant Trustee shall become
effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee such retiring Relevant
Trustee shall, upon payment of all sums owed to it, duly assign, transfer and
deliver to such successor Trustee all Trust Property, all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

     Upon request of any such successor Relevant Trustee, the retiring Relevant
Trustee shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Relevant Trustee all such rights,
powers and trusts referred to in the preceding paragraph.


                                      -30-

<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 VIII.

     Section 8.12. Merger, Conversion, Consolidation or Succession to
Business.Any Person into which the Property Trustee or the Delaware Trustee or
any Administrative Trustee that is not a natural person may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Relevant Trustee shall be a
party, or any Person succeeding to all or substantially all the corporate trust
business of such Relevant Trustee, shall be the successor of such Relevant
Trustee hereunder, provided such Person shall be otherwise qualified and
eligible under this Article VIII, without the execution or filing of any paper,
the giving of any notice or any further act on the part of any of the parties
hereto.

     Section 8.13. Preferential Collection of Claims Against Depositor or
Trust.If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Debentures or the Trust
Securities), the Property Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Depositor or
Trust (or any such other obligor).

     Section 8.14. Reports by Property Trustee.(a) The Property Trustee shall
transmit to Securityholders 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. Such of
those reports as are required to be transmitted by the Property Trustee pursuant
to Section 313(a) of the Trust Indenture Act shall be dated as of the next
preceding September 15, and shall be transmitted no later than November 15 of
each year, commencing September 15, 200_.

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

     Section 8.15. Reports to the Property Trustee.The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information, if any, and the compliance
certificate required by Section 314(a)(4) of the Trust Indenture Act, in the
form, in the manner and at the times required by Section 314 of the Trust
Indenture Act, provided that such compliance certificate shall be delivered
annually on or before ____________ in each year, beginning ____________.
Delivery of such reports, information and documents by the Depositor to the
Property Trustee is for informational purposes only and the Property Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Depositor's compliance with any of its covenants hereunder (as to which the
Property Trustee is entitled to rely exclusively on Officer's Certificates).

     Section 8.16. Evidence of Compliance With Conditions Precedent.Each of the
Depositor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement (including any covenants
compliance with which constitutes a condition precedent) that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act may be given in the form of an Officer's
Certificate.

     Section 8.17. Number of Trustees.(a) The number of Trustees shall be five,
provided that the Depositor, by written instrument, may increase or decrease the
number of Administrative Trustees.(b) If a Trustee ceases to hold office for any
reason and the number of Administrative Trustees is not reduced pursuant to
Section 8.17(a), or if the number of Trustees is increased pursuant to Section
8.17(a), a vacancy shall occur. The vacancy shall be filled with a Trustee
appointed in accordance with Section 8.10.

     (c) The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to annul,
dissolve or terminate the Trust. Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an


                                      -31-

<PAGE>

Administrative Trustee in accordance with Section 8.10, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Agreement), shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Trust Agreement.

     Section 8.18. 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 Sections 2.07(a) and 2.07(c), including any
registration statement or amendment thereto filed with the Commission, or making
any other governmental filing; and

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

     Section 8.19. Fiduciary Duty.(a) To the extent that, at law or in equity,
an Indemnified Person has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to any other Covered Person, an Indemnified
Person acting under this Trust Agreement shall not be liable to the Trust or to
any other Covered Person for its 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 an Indemnified Person otherwise existing
at law or in equity (other than the duties imposed on the Property Trustee under
the Trust Indenture Act), are agreed by the parties hereto to replace such other
duties and liabilities of such Indemnified Person;

     (b) Unless otherwise expressly provided herein and subject to the
provisions of the Trust Indenture Act:

          (i) whenever a conflict of interest exists or arises between an
     Indemnified Person and any Covered Person; or

          (ii) whenever this Trust Agreement or any other agreement contemplated
     herein or therein provides that an Indemnified Person shall act in a manner
     that is, or provides terms that are, fair and reasonable to the Trust or
     any Holder of Trust Securities, the Indemnified Person shall resolve such
     conflict of interest, take such action or provide such terms, considering
     in each case the relative interest of each party (including its own
     interest) to such conflict, agreement, transaction or situation and the
     benefits and burdens relating to such interests, any customary or accepted
     industry practices, and any applicable generally accepted accounting
     practices or principles. In the absence of bad faith by the Indemnified
     Person, the resolution, action or term so made, taken or provided by the
     Indemnified Person shall not constitute a breach of this Trust Agreement or
     any other agreement contemplated herein or of any duty or obligation of the
     Indemnified Person at law or in equity or otherwise; and

     (c) Unless otherwise expressly provided herein and subject to the
provisions of the Trust Indenture Act, whenever in this Trust Agreement an
Indemnified Person is permitted or required to make a decision

          (i) in its "discretion" or under a grant of similar authority, the
     Indemnified Person shall be entitled to consider such interests and factors
     as it reasonably desires, including its own interests, and shall have no
     duty or obligation to give any consideration to any interest of or factors
     affecting the Trust or any other Person; or

          (ii) in its "good faith" or under another express standard, the
     Indemnified Person shall act under such express standard and shall not be
     subject to any other or different standard imposed by this Trust Agreement
     or by applicable law.

     Section 8.20. Delaware Trustee.It is expressly understood and agreed by the
parties hereto that in fulfilling its obligations as Delaware Trustee hereunder
on behalf of the Trust (i) any agreements or instruments


                                      -32-

<PAGE>

executed and delivered by ________________________________________ are executed
and delivered not in its individual capacity but solely as Delaware Trustee
under this Trust Agreement in the exercise of the powers and authority conferred
and vested in it, (ii) each of the representations, undertakings and agreements
herein made on the part of the Trust is made and intended not as
representations, warrants, covenants, undertakings and agreements by
________________________________________ in its individual capacity but is made
and intended for the purpose of binding only the Trust, and (iii) under no
circumstances shall ________________________________________ in its individual
capacity be personally liable for the payment of any indebtedness or expenses of
the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaking by the Trust under this
Trust Agreement, except if such breach or failure is due to any gross negligence
or willful misconduct of the Delaware Trustee.

                                   ARTICLE IX

                           Dissolution and Liquidation

     Section 9.01. Dissolution Upon Expiration Date.Unless earlier dissolved,
the Trust shall automatically dissolve on December 31, 20__ (the "Expiration
Date") and the Trustees shall take such action as is required by Section 9.04.

     Section 9.02. Early Dissolution.Upon the first to occur of any of the
following events (such first occurrence, an "Early Termination Event"):

          (i) the occurrence of a Bankruptcy Event in respect of, or the
     dissolution or liquidation of, the Depositor;

          (ii) the redemption of all of the Preferred Trust Securities;

          (iii) an order for judicial dissolution of the Trust having been
     entered by a court of competent jurisdiction;

          (iv) the election by the Depositor to dissolve the Trust and, after
     satisfaction of liabilities to creditors of the Trust, distribute the
     Debentures to the Holders of Preferred Trust Securities in liquidation of
     the Trust;

the Trust shall dissolve and the Trustees shall take such action as is required
by Section 9.04.

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

     Section 9.04. Liquidation.(a) Upon the Expiration Date or if an Early
Termination Event specified in clause (i), (iii) or (iv) of Section 9.02 occurs,
after satisfaction of creditors of the Trust, if any, as provided by applicable
law, the Trust shall be liquidated by the Property Trustee as expeditiously as
the Property Trustee determines to be appropriate by distributing to each
Securityholder a Like Amount of Debentures, subject to Section 9.04(e). Notice
of liquidation shall be given by the Administrative Trustees by first-class
mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to
the Liquidation Date to each Holder of Trust Securities at such Holder's address
appearing in the Securities Register. All notices of liquidation shall:

          (i) state the Liquidation Date;


                                      -33-

<PAGE>

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

          (iii) provide such information with respect to the mechanics by which
     Holders may exchange Trust Securities Certificates for Debentures, or, if
     Section 9.04(e) applies, receive a Liquidation Distribution, as the
     Administrative Trustees or the Property Trustee shall deem appropriate.(b)
     Except where Sections 9.02(ii), 9.04(d) or 9.04(e) apply, in order to
     effect the liquidation of the Trust hereunder, and any resulting
     distribution of the Debentures to Securityholders, the Administrative
     Trustees shall establish a record date for such distribution (which shall
     be not more than 45 days prior to the Liquidation Date) and, either itself
     acting as exchange agent or through the appointment of a separate exchange
     agent, shall establish such procedures as it shall deem appropriate to
     effect the distribution of Debentures in exchange for the Outstanding Trust
     Securities Certificates.

     (c) Except where Sections 9.02(ii), 9.04(d) or 9.04(e) apply, after any
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures will,
after satisfaction of liabilities to creditors of the Trust, if any, as provided
by applicable law, be issued to Holders of Trust Securities Certificates, upon
surrender of such Trust Securities Certificates to the Administrative Trustees
or their agent for exchange, (iii) any Trust Securities Certificates not so
surrendered for exchange will be deemed to represent a Like Amount of
Debentures, accruing interest at the rate provided for in the Debentures from
the last Distribution Date on which a Distribution was made on such Trust
Securities Certificates until such Trust Securities Certificates are so
surrendered (and until such Trust Securities Certificates are so surrendered, no
payments or interest or principal will be made to Holders of Trust Securities
Certificates with respect to such Debentures) and (iv) all rights of
Securityholders holding Trust Securities will cease, except the right of such
Securityholders to receive, after satisfaction of liabilities to creditors of
the Trust, if any, as provided by applicable law, Debentures upon surrender of
Trust Securities Certificates.

     (d) If at any time, a Tax Event shall occur and be continuing, and either
(i) in the Opinion of Counsel to the Depositor experienced in such matters,
there would in all cases, after effecting the dissolution of the Trust, after
satisfaction of liabilities to creditors of the Trust, if any, as provided by
applicable law, and the distribution of the Debentures to the Holders of the
Preferred Trust Securities in exchange therefor, be more than an insubstantial
risk that an Adverse Tax Consequence would continue to exist or (ii) the
Debentures are not held by the Trust, then the Depositor shall have the right to
redeem the Debentures, in whole but not in part, at any time within 90 days
following the occurrence of the Tax Event. Whether or not a Tax Event has
occurred, the Depositor has the right, at any time, to dissolve the Trust and,
after satisfaction of liabilities to creditors of the Trust, if any, as provided
by applicable law, cause the Debentures to be distributed to the Holders of the
Preferred Trust Securities and Common Trust Securities in liquidation of the
Trust on a pro rata basis. [Add Provisions to substitute Treasury Securities if
securities are issued in connection with Stock Purchase Units]

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


                                      -34-

<PAGE>

     Section 9.05. Mergers, Consolidations, Amalgamations or Replacements of the
Trust.The Trust may not merge, consolidate, amalgamate with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any other Person, except pursuant to this
Article IX. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of at least a
majority in Liquidation Amount of the Preferred Trust Securities, the Property
Trustee or the Delaware Trustee, the Trust may merge, consolidate, amalgamate,
with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of any State; provided, that (i) such successor entity either (a) expressly
assumes all of the obligations of the Trust with respect to the Preferred
Securities or (b) substitutes for the Preferred Trust Securities other
securities having substantially the same terms as the Preferred Trust Securities
(the "Successor Securities") so long as the Successor Securities rank the same
as the Preferred Trust Securities rank in priority with respect to distributions
and payments upon liquidation, redemption and otherwise, (ii) a trustee of such
successor entity possessing substantially the same powers and duties as the
Property Trustee is appointed to hold the Debentures, (iii) the Successor
Securities are listed or traded, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Preferred Trust Securities are then listed or traded,
if any, (iv) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Preferred Trust Securities (including any
Successor Securities) to be downgraded by any nationally recognized statistical
rating organization, (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the holders of the Preferred Securities (including any
Successor Securities) in any material respect, (vi) such successor entity has a
purpose substantially identical to that of the Trust, (vii) prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Depositor has received an Opinion of Counsel to the effect that (a) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not adversely affect the rights, preferences and privileges of the holders
of the Preferred Securities (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity will be required to register as an investment company under the
Investment Company Act and (viii) the Depositor or its permitted transferee owns
all of the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the guarantee. Notwithstanding the foregoing, the Trust
shall not, except with the consent of Holders of all the Preferred Trust
Securities, consolidate, amalgamate or merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other Person or permit any other Person to consolidate, amalgamate or
merge with or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Trust or the
successor entity to be classified as other than a grantor trust for United
States federal income tax purposes.

                                    ARTICLE X

                            Miscellaneous Provisions

     Section 10.01. Payment of Expenses of the Trust.Pursuant to Article Three
of the Supplemental Indenture No. 1 to the Indenture, the Trust Securities
Guarantor has agreed to pay to the Trust, and reimburse the Trust for, the full
amount of any costs, expenses or liabilities of the Trust (other than
obligations of the Trust to pay the Holders of any Preferred Securities or
Common Securities), including, without limitation, any taxes, duties or other
governmental charges of whatever nature (other than withholding taxes) imposed
on the Trust by the United States or any other taxing authority. Such payment
obligation includes any such costs, expenses or liabilities of the Trust that
are required by applicable law to be satisfied in connection with a termination
of the Trust.


                                      -35-

<PAGE>

     Section 10.02. Limitation of Rights of Securityholders.The death,
incapacity, bankruptcy, dissolution or termination of any Person having an
interest, beneficial or otherwise, in a Trust Security shall not operate to
terminate this Trust Agreement, nor dissolve, terminate or annul the Trust, nor
entitle the legal representatives or heirs of such Person or any Securityholder
for such Person, to claim an accounting, take any action or bring any proceeding
in 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 10.03. Amendment.(a) In addition to amendments contemplated by
Section 8.11, this Trust Agreement may be amended from time to time by a
majority of the Administrative Trustees, the Property Trustee and the Depositor,
without the consent of any Securityholders, (i) to cure any ambiguity, correct
or supplement any provision herein or therein which may be inconsistent with any
other provision herein or therein, or to make any other provisions with respect
to matters or questions arising under this Trust Agreement, (ii) to change the
name of the Trust or (iii) to modify, eliminate or add to any provisions of this
Trust Agreement to such extent as shall be necessary to ensure that the Trust
will not be classified for United States Federal income tax purposes other than
as a "grantor trust" at any time that any Trust Securities are outstanding or to
ensure the Trust's exemption from the status of an "investment company" under
the Investment Company Act; provided, however, that such action shall not
adversely affect in any material respect the interests of any Securityholder
and, in the case of clause (i), any such amendments of this Trust Agreement
shall become effective when notice thereof is given to the Securityholders.(b)
Except as provided in Sections 6.01(c) and 10.03(c), any provision of this Trust
Agreement may be amended by the Administrative Trustees, the Property Trustee
and the Depositor with (i) the consent of Holders of Trust Securities
representing not less than a majority (based upon Liquidation Amounts) of the
Outstanding Trust Securities and (ii) receipt by the Trustees of an Opinion of
Counsel to the effect that such amendment or the exercise of any power granted
to the Trustees in accordance with such amendment will not affect the Trust's
status as a grantor trust for Federal income tax purposes or the Trust's
exemption from status as an "investment company" under the Investment Company
Act.

     (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder, this Trust
Agreement may not be amended to (i) adversely change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date.

     (d) Notwithstanding any other provisions of this Trust Agreement, no
amendment to this Trust Agreement may be made if, as a result of such amendment,
the Trust would not be classified as a "grantor trust" for United States Federal
income tax purposes or would to fail or cease to qualify for the exemption from
status of an "investment company" under the Investment Company Act afforded by
Rule 3a-5 thereunder.

     (e) Notwithstanding anything in this Trust Agreement to the contrary, the
Depositor and the Trustees may, but shall not be obligated to, enter into any
amendment which imposes any additional obligation on the Depositor or any
Trustee or, in the case of the Trustees, which affects any of their respective
rights, duties or immunities hereunder.

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

     (g) The Delaware Trustee may join in the execution of any amendment to the
Trust Agreement and the Property Trustee and the Delaware Trustee are entitled
to rely upon an Opinion of Counsel as conclusive evidence that any amendment to
this Trust Agreement entered into pursuant to this Section 10.03 is authorized
or permitted by, and conforms to, the terms of this Section 10.03, has been duly
authorized by and lawfully executed and delivered on behalf of the other
requisite parties, and that it is proper for the Property Trustee under the
provisions of this Section 10.03 to accept the additional trusts created thereby
and, if so requested, for the Delaware Trustee to join in the execution thereof.


                                      -36-

<PAGE>

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

     Section 10.05. Governing Law.THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST, THE DEPOSITOR, THE TRUST
SECURITIES GUARANTOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND
THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES),
PROVIDED, THAT THE IMMUNITIES AND STANDARD OF CARE OF THE PROPERTY TRUSTEE IN
CONNECTION WITH THE ADMINISTRATION OF ITS TRUSTS AND DUTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK.

     Section 10.06. Successors.This Trust Agreement shall be binding upon and
shall inure to the benefit of any successor to the Depositor, the Trust
Securities Guarantor, the Trust or the Relevant Trustees or any of them,
including any successor by operation of law.

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

     Section 10.08. Notice and Demand.Any notice, demand or other communication
which by any provision of this Trust Agreement is required or permitted to be
given or served to or upon any Securityholder or the Depositor may be given or
served in writing by deposit thereof, postage prepaid, in the United States
mail, hand delivery or facsimile transmission, in each case, addressed, (i) in
the case of a Preferred Trust Securityholder, to such Preferred Trust
Securityholder as such Securityholder's name and address may appear on the
Securities Register, and (ii) in the case of the Depositor, the Common
Securityholder or the Trust Securities Guarantor, to American Electric Power
Company, Inc., 1 Riverside Plaza, Columbus, Ohio 43215, Attention: Treasurer,
facsimile no. 614-2231687 (until another address is given to the Property
Trustee). Such notice, demand or other communication to or upon a Securityholder
shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or facsimile transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Administrative Trustees
shall be given in writing addressed (until another address is given to the other
parties hereto) as follows: (i) with respect to the Property Trustee, to
Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890,
Attention: ________________________, (ii) with respect to the Delaware Trustee,
to Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
19890 with a copy to the Property Trustee at the address set forth in (i) above,
Attention: ________________________, and (iii) with respect to the Trust or the
Administrative Trustees, at the address above for notice to the Depositor,
marked Attention: Administrative Trustees for AEP Capital Trust III. Such
notice, demand or other communication to or upon the Trust, the Delaware Trustee
or the Property Trustee shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Trust, the Delaware Trustee or
the Property Trustee.

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


                                      -37-

<PAGE>

and should be estopped and precluded therefrom and such other defenses, if any,
as counsel for the Property Trustee or the Trust may assert. The provisions of
this Section 10.09 shall survive the termination of this Trust Agreement.

     Section 10.10. Conflict with Trust Indenture Act.(a) This Trust Agreement
is subject to the provisions of the Trust Indenture Act that are required or
deemed to be part of this Trust Agreement and shall, to the extent applicable,
be governed by such provisions.(b) The Property Trustee shall be the only
Trustee which is a trustee for the purposes of the Trust Indenture Act.

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

     (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 interests in the Trust.

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

     Section 10.11. Counterparts.This Trust Agreement may contain more than one
counterpart of the signature page and this Trust Agreement may be executed by
the affixing of the signature of each of the Trustees to one of such counterpart
signature pages. All of such counterpart signature pages shall be read as though
one, and they shall have the same force and effect as though all of the signers
had signed a single signature page.


                                      -38-

<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Amended and Restated Trust
Agreement to be duly executed, all as of the day and year first above written.

                                   AMERICAN ELECTRIC POWER COMPANY, INC.
                                     as Depositor and Trust Securities Guarantor


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


                                   WILMINGTON TRUST COMPANY,
                                     as Property Trustee


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


                                   WILMINGTON TRUST COMPANY,
                                     As Delaware Trustee


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


                                       ------------------------------------
                                       as Administrative Trustee


                                       ------------------------------------
                                       as Administrative Trustee


                                      -39-

<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

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

     THIS CERTIFICATE OF TRUST of AEP Capital Trust III (the "Trust"), dated as
of ____________, ____, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del.C. ss. 3801 et seq.).

     1.Name. The name of the business trust formed hereby is AEP Capital Trust
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 Wilmington
Trust Company, 1100 North Market Street, Wilmington, Delaware 19890.

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

     IN WITNESS WHEREOF, the undersigned, being the only trustees of the Trust,
have executed this Certificate of Trust as of the date first above written.

                            WILMINGTON TRUST COMPANY,
                            not in its individual capacity but solely as trustee


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


                            WILMINGTON TRUST COMPANY,
                            not in its individual capacity but solely as trustee


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


                                ------------------------------------
                            not in its individual capacity but solely as trustee


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

<PAGE>

                                                                       EXHIBIT B

                 THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS

                         PROVIDED IN THE TRUST AGREEMENT

       Certificate Number                 Number of Common Trust Securities

               C -

                 Certificate Evidencing Common Trust Securities

                                       of

                              AEP Capital Trust III

                             Common Trust Securities

              (liquidation amount $[25] per Common Trust Security)

     AEP Capital Trust III, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that American Electric
Power Company, Inc. (the "Holder") is the registered owner of _____ common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the AEP Capital Trust III Common Trust
Securities (liquidation amount $[25] per Common Trust Security) (the "Common
Trust Securities"). Except as permitted by Section 5.10 of the Trust Agreement
(as defined below), the Common Trust Securities are not transferable and any
attempted transfer hereof shall be void. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Common Trust
Securities are set forth in, and this certificate and the Common Trust
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of __________ __, ____, as the same may be amended from time to
time (the "Trust Agreement"), including the designation of the terms of the
Common Trust Securities as set forth therein.

     .Capitalized terms used herein but not defined shall have the meaning given
them in the Trust Agreement. The holder of this certificate is entitled to the
benefits of the Trust Securities Guarantee Agreement of American Electric Power
Company, Inc. and ______________________________, as guarantee trustee, dated as
of ___________, _____, as the same may be amended from time to time, (the
"Guarantee") to the extent provided therein.] The Trust will furnish a copy of
the Trust Agreement [and the Guarantee] to the Holder without charge upon
written request to the Trust at its principal place of business or registered
office.

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

     By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Debentures as indebtedness and the Common Trust Securities as
evidence of undivided beneficial interests in the assets of the Trust.

<PAGE>

     IN WITNESS WHEREOF, an Administrative Trustee of the Trust has executed
this certificate for and on behalf of the Trust this ___ day of ________, ____.

                                       AEP CAPITAL TRUST III


                                       By:
                                           -------------------------------------
                                           not in his individual capacity,
                                           but solely as Administrative Trustee

<PAGE>

                                                                       EXHIBIT C

                                    [Legend]

       Certificate Number               Number of Preferred Trust Securities

               P-                                     CUSIP NO.

                Certificate Evidencing Preferred Trust Securities

                                       Of

                              AEP Capital Trust III

                              [Title of Securities]

             (liquidation amount $[25] per Preferred Trust Security)

     AEP Capital Trust III, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that ____________ (the
"Holder") is the registered owner of _____ preferred securities of the Trust
representing an undivided beneficial interest in the assets of the Trust and
designated the AEP Capital Trust III [Title of Securities] (liquidation amount
$[25] per Preferred Trust Security) (the "Preferred Trust Securities"). The
Preferred Trust Securities are transferable on the books and records of the
Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
5.04 or 5.12 of the Trust Agreement (as defined below). The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Preferred Trust Securities are set forth in, and this certificate and the
Preferred Trust Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of __________, ____, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of the Preferred Trust Securities as set forth therein. Capitalized
terms used herein but not defined shall have the meaning given them in the Trust
Agreement. The holder of this certificate is entitled to the benefits of the
Trust Securities Guarantee Agreement of American Electric Power Company, Inc.
and ______________________________, as guarantee trustee, dated as of
____________, ____, as the same may be amended from time to time, (the
"Guarantee") to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

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

     By acceptance, the Holder agrees to treat, for United States federal income
tax purposes, the Debentures as indebtedness and the Preferred Trust Securities
as evidence of undivided beneficial interests in the assets of the Trust.

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate for and on behalf of the Trust.

Dated:
                                       AEP CAPITAL TRUST III


                                       By:
                                           -------------------------------------
                                           not in his individual capacity,
                                           but solely as Administrative Trustee

<PAGE>

Countersigned and Registered:


                                                -------------------------------,
                                                Transfer Agent and Registrar


                                                By:
                                                     ---------------------------
                                                     (Authorized Signature)

<PAGE>

                                   ASSIGNMENT

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

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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
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of the Preferred Trust Securities represented by this Certificate and
irrevocably appoints
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attorney to transfer such Preferred Trust Securities Certificate on the books of
the Trust. The attorney may substitute another to act for him or her.

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


Signature:
            -----------------------------

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


Signature:
           -----------------------------

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