Exhibit 4(x)


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                                     FORM OF

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

               THE EMPIRE DISTRICT ELECTRIC COMPANY, as Depositor,

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                              as Property Trustee,

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

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                              dated as of [ ], 2001


                       EMPIRE DISTRICT ELECTRIC TRUST [ ]





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<PAGE>



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

Trust Indenture                                            Sections of this
Act Section                                                Trust Agreement

Section 310(a)(1)............................................8.7(a), 8.7(b)
(a)(2).......................................................8.7(a)
(a)(3).......................................................8.9
(a)(4).......................................................8.5, 2.7(a)(ii)
(b)..........................................................8.8
Section 311(a)...............................................8.13
(b)..........................................................8.13
Section 312(a)...............................................5.7
(b)..........................................................5.7
(c)..........................................................5.7
Section 313(a)...............................................8.14(a)
(a)(4).......................................................8.14(a)
(b)..........................................................8.14(a)
(c)..........................................................8.14(a), 10.8
Section 314(a)...............................................8.15
(b)..........................................................Not Applicable
(c)(1).......................................................8.16
(c)(2).......................................................8.16
(c)(3).......................................................Not Applicable
(d)..........................................................Not Applicable
(e)..........................................................1.1, 8.16
Section 315(a)...............................................8.1(a), (c), 8.3(a)
(b)..........................................................8.2, 10.8
(c)..........................................................8.1(a)
(d)..........................................................8.1, 8.3
(e)..........................................................Not Applicable
Section 316(a)...............................................Not Applicable
(a)(1)(A)....................................................Not Applicable
(a)(1)(B)....................................................Not Applicable
(a)(2).......................................................Not Applicable
(b)..........................................................5.14
(c)..........................................................6.7
Section 317(a)(1)............................................Not Applicable
(a)(2).......................................................Not Applicable
(b)..........................................................5.9, 8.2
Section 318(a)...............................................10.10

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

<PAGE>



                                TABLE OF CONTENTS
                                                                            Page

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

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

ARTICLE II  ESTABLISHMENT OF THE TRUST........................................9

         Section 2.1. Name. ..................................................9
         Section 2.2. Office of the Delaware Trustee; Principal
                        Place of Business....................................10
         Section 2.3. Initial Contribution of Trust Property;
                        Organizational Expenses..............................10
         Section 2.4. Issuance of the Preferred Securities...................10
         Section 2.5. Issuance of the Common Securities; Subscription
                        and Purchase of Debentures...........................10
         Section 2.6. Declaration of Trust...................................11
         Section 2.7. Authorization to Enter into Certain Transactions.......11
         Section 2.8. Assets of Trust........................................15
         Section 2.9. Title to Trust Property................................15

ARTICLE III  PAYMENT ACCOUNT.................................................15

         Section 3.1. Payment Account........................................15

ARTICLE IV  CERTAIN TERMS OF THE TRUST SECURITIES............................16

         Section 4.1. Distributions..........................................16
         Section 4.2. Redemption.............................................17
         Section 4.3. Subordination of Common Securities.....................19
         Section 4.4.  Payment Procedures....................................19
         Section 4.5. Tax Returns and Reports................................19
         Section 4.6. Payments under Indenture...............................20

ARTICLE V  TRUST SECURITIES CERTIFICATES.....................................20

         Section 5.1. Initial Ownership......................................20
         Section 5.2. The Trust Securities Certificates......................20
         Section 5.3. Execution and Delivery of Trust Securities
                        Certificates.........................................21
         Section 5.4. Registration of Transfer and Exchange of Preferred
                        Securities Certificates..............................21
         Section 5.5. Mutilated, Destroyed, Lost or Stolen Trust
                        Securities Certificates..............................22
         Section 5.6. Persons Deemed Securityholders.........................22
         Section 5.7. Access to List of Securityholders' Names and
                        Addresses............................................22
         Section 5.8. Maintenance of Office or Agency........................23
         Section 5.9. Appointment of Paying Agent............................23
         Section 5.10. Ownership of Common Securities by Depositor...........24


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<PAGE>

         Section 5.11. Book-Entry Preferred Securities Certificates;
                         Common Securities Certificate.......................24
         Section 5.12. Notices to Clearing Agency............................25
         Section 5.13. Definitive Preferred Securities Certificates..........25
         Section 5.14. Rights of Securityholders.............................26

ARTICLE VI  ACTS OF SECURITYHOLDERS; MEETINGS; VOTING........................28

         Section 6.1. Limitations on Voting Rights...........................28
         Section 6.2. Notice of Meetings.....................................29
         Section 6.3. Meetings of Preferred Securityholders..................29
         Section 6.4. Voting Rights..........................................29
         Section 6.5. Proxies, etc...........................................29
         Section 6.6. Securityholder Action by Written Consent...............30
         Section 6.7. Record Date for Voting and Other Purposes..............30
         Section 6.8. Acts of Securityholders................................30
         Section 6.9. Inspection of Records..................................31

ARTICLE VII  REPRESENTATIONS AND WARRANTIES..................................31

         Section 7.1. Representations and Warranties of the Property
                        Trustee and the Delaware Trustee.....................31
         Section 7.2. Representations and Warranties of Depositor............33

ARTICLE VIII  THE TRUSTEES...................................................33

         Section 8.1. Certain Duties and Responsibilities....................33
         Section 8.2. Certain Notices........................................35
         Section 8.3. Certain Rights of Property Trustee.....................35
         Section 8.4. Not Responsible for Recitals or Issuance of
                        Securities...........................................37
         Section 8.5. May Hold Securities....................................37
         Section 8.6. Compensation; Indemnity; Fees..........................37
         Section 8.7. Corporate Property Trustee Required; Eligibility
                        of Trustees..........................................39
         Section 8.8. Conflicting Interests..................................39
         Section 8.9. Co-Trustees and Separate Trustee.......................40
         Section 8.10. Resignation and Removal, Appointment of Successor.....41
         Section 8.11. Acceptance of Appointment by Successor................43
         Section 8.12. Merger, Conversion, Consolidation or Succession to
                         Business............................................43
         Section 8.13. Preferential Collection of Claims Against
                         Depositor or Trust..................................43
         Section 8.14. Reports by the Property Trustee.......................44
         Section 8.15. Reports to the Property Trustee.......................44
         Section 8.16. Evidence of Compliance with Conditions Precedent......44
         Section 8.17. Number of Trustees....................................44
         Section 8.18. Delegation of Power...................................45

ARTICLE IX  TERMINATION, LIQUIDATION AND MERGER..............................45


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<PAGE>

         Section 9.1. Dissolution Upon Expiration Date.......................45
         Section 9.2. Early Dissolution......................................45
         Section 9.3. Termination............................................46
         Section 9.4. Liquidation............................................46
         Section 9.5. Mergers, Consolidations, Amalgamations or
                        Replacements of the Trust............................47

ARTICLE X  MISCELLANEOUS PROVISIONS..........................................48

         Section 10.1. Limitation of Rights of Securityholders...............48
         Section 10.2. Amendment.............................................49
         Section 10.3. Separability..........................................50
         Section 10.4. Governing Law.........................................50
         Section 10.5. Payments Due on Non-Business Day......................51
         Section 10.6. Successors............................................51
         Section 10.7. Headings..............................................51
         Section 10.8. Reports, Notices and Demands..........................51
         Section 10.9. Agreement Not to Petition.............................52
         Section 10.10. Trust Indenture Act; Conflict with Trust
                          Indenture Act......................................52
         Section 10.11. Acceptance of Terms of Trust Agreement, Guarantee
                          and Indenture......................................53

SIGNATURES...................................................................S-1

EXHIBIT A  Certificate of Trust..............................................A-1
EXHIBIT B  Form of Common Security...........................................B-1
EXHIBIT C  Form of Preferred Security........................................C-1




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<PAGE>




     AMENDED AND RESTATED TRUST AGREEMENT, dated as of __________, 2001, among
(i) The Empire District Electric Company, a Kansas corporation (including any
successors or assigns, the "Depositor"), (ii) Wells Fargo Bank Minnesota,
National Association, a national banking association organized under the laws of
the United States, as property trustee (the "Property Trustee" and, in its
separate corporate capacity and not in its capacity as Property Trustee, the
"Bank"), (iii) The Bank of New York (Delaware), a Delaware corporation, as
Delaware trustee (the "Delaware Trustee"), (iv) Myron M. McKinney, an
individual, and David W. Gibson, an individual, each of whose address is c/o The
Empire District Electric Company, 602 Joplin Street, Joplin, Missouri 64801
(each, an "Administrative Trustee" and, collectively, the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the "Trustees") and (v) the several
Holders, as hereinafter defined (this "Trust Agreement").


                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS, the Depositor and the Trustees have heretofore duly declared and
established a business trust pursuant to the Delaware Business Trust Act by
entering into that certain Trust Agreement, dated as of [ ], 2001 (the "Original
Trust Agreement"), and by the execution and filing with the Secretary of State
of the State of Delaware of the Certificate of Trust, filed on [ ], 2001,
attached as Exhibit A (the "Certificate of Trust"); and

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

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


                                    ARTICLE I

                                  DEFINED TERMS


     Section 1.1. Definitions.

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


<PAGE>

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

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

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

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

     "Act" has the meaning specified in Section 6.8.

     "Administrative Trustee" means each of Myron M. McKinney and David W.
Gibson solely in such Person's capacity as Administrative Trustee of the Trust
created and continued hereunder and not in such Person's individual capacity, or
such Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

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

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

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

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

          (b) the institution by such Person of proceedings to be adjudicated a
     bankrupt or insolvent, or the consent by it to the institution of
     bankruptcy or insolvency proceedings against it, or the filing by it of a
     petition or answer or consent seeking reorganization or relief under any
     applicable Federal or State bankruptcy, insolvency, reorganization or other
     similar law, or the consent by it to the filing of any such petition or to
     the appoint-



                                      -2-
<PAGE>

     ment of a receiver, liquidator, assignee, trustee, sequestrator (or similar
     official) of such Person or of any substantial part of its property, or the
     making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due and its willingness to be adjudicated a bankrupt, or the
     taking of corporate action by such Person in furtherance of any such
     action.

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

     "Book-Entry Preferred Securities Certificates" means a beneficial interest
in the Preferred Securities Certificates, ownership and transfers of which shall
be made through book entries by a Clearing Agency as described in Section 5.11.

     "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in The City of New York are authorized or required
by law to remain closed, or (c) a day on which the Federal Reserve Bank of New
York is not open.

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

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository Trust Company will be the initial Clearing Agency.

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

     "Closing Date" has the meaning specified in the Purchase 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 Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

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

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

     "Corporate Trust Office" means the principal office of the Property
Trustee.



                                      -3-
<PAGE>

     "Coupon Rate" has the meaning specified in Section 4.1(b).

     "Creditor" has the meaning specified in Section 8.6(a).

     "Debenture Event of Default" means an event of default under the Indenture.

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

     "Debentures" means the aggregate principal amount of the Depositor's [ ]%
Junior Subordinated Debentures, issued pursuant to a Securities Resolution under
the Indenture.

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

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

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

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

     "Direct Action" has the meaning specified in Section 5.14(c).

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

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

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

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

          (a) the occurrence of an event of default with respect to a Debenture;
     or

          (b) default by the Property Trustee in the payment of any Distribution
     when it becomes due and payable, and continuation of such default for a
     period of 60 days; or



                                      -4-
<PAGE>

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

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

          (e) the occurrence of a Bankruptcy Event with respect to the Property
     Trustee and the failure by the Depositor to appoint a successor Property
     Trustee within 60 days thereof.

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

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

     "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and Wells Fargo Bank Minnesota, National Association, as guarantee
trustee, contemporaneously with the execution and delivery of this Trust
Agreement, for the benefit of the Holders of the Trust Securities, as amended
from time to time.

     "Indemnified Person" has the meaning specified in Section 8.6(c).

     "Indenture" means the Indenture, dated as of September 10, 1999, between
the Depositor and the Indenture Trustee, together with the Securities Resolution
dated as of , 2001 relating to the Debentures, each as amended or supplemented
from time to time.

     "Indenture Trustee" means Wells Fargo Bank Minnesota, National Association,
a national banking association organized under the laws of the United States, as
trustee under the Indenture and any successor thereto.

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

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to the principal amount of
Debentures to be contemporaneously redeemed in accordance with the Indenture,
allocated to the Common Securities and the Preferred Securities based upon the
relative Liquidation Amounts of such classes and the proceeds of which will be
used to pay the Redemption Price of such Trust Securities, and (b) with respect
to a distribution of Debentures to Holders of Trust Securities in connection
with a



                                      -5-
<PAGE>

dissolution or liquidation of the Trust, Debentures having a principal amount
equal to the Liquidation Amount of the Trust Securities of the Holder to whom
such Debentures are distributed.

     "Liquidation Amount" means the stated amount (expressed in U.S. dollars)
per Trust Security.

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

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

     "Ministerial Action" means the taking of an action, such as filing a form
or making an election, or pursuing some other similar reasonable measure that
will have no adverse effect on the Trust, the Depositor or the Holders of the
Trust Securities and will involve no material cost.

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

     "Officer" means the Chairman, any Vice-Chairman, the President, any
Executive or Senior Vice President, any Vice President, the Treasurer or any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Depositor.

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

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

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

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

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

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



                                      -6-
<PAGE>

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

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

          (a) Preferred Securities theretofore cancelled by the Property Trustee
     or delivered to the Property Trustee for cancellation;

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

          (c) Preferred Securities which have been paid or in exchange for or in
     lieu of which other Preferred Securities have been executed and delivered
     pursuant to Sections 5.4, 5.5, 5.11 and 5.13;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Preferred Securities that such Trustee knows to be so owned shall
be so disregarded and (b) the foregoing shall not apply at any time when all of
the outstanding Preferred Securities are owned by the Depositor, one or more of
the Trustees and/or any such Affiliate. Preferred Securities so owned 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 Securities and that the pledgee
is not the Depositor or any Affiliate of the Depositor.

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

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

     "Payment Account" means a segregated, non-interest-bearing, corporate trust
account maintained by the Property Trustee with the Bank in its trust department
for the benefit of the Securityholders in which all amounts paid in respect of
the Debentures will be held and from



                                      -7-
<PAGE>

which the Property Trustee shall make payments to the Securityholders in
accordance with Sections 4.1 and 4.2.

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

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

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

     "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 heretofore created and continued
hereunder (and not in its individual capacity) or its successor in interest in
such capacity, or any successor property trustee appointed as herein provided.

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

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated but unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures, allocated on a pro rata basis (based on Liquidation Amounts) among
the Trust Securities.

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

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

     "Securities Resolution" means a resolution of the board of directors of the
Depositor or any authorized committee of such board or by a committee of
Officers or an Officer pursuant to delegation by such board authorizing a series
or a supplemental indenture authorizing a series executed by an authorized
Officer.

     "Securityholder" or "Holder" means a Person in whose name a Trust Security
or Trust Securities is registered in the Securities Register and any such Person
being a "beneficial owner" within the meaning of such term as prescribed by the
Delaware Business Trust Act.



                                      -8-
<PAGE>

     "series" means a series of securities or the securities of the series
issued under the Indenture.

     "Successor Securities" has the meaning specified in Section 9.5.

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

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

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

     "Trust Property" means (a) the Debentures, (b) any cash on deposit in, or
owing to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Property Trustee pursuant to the terms of this Trust Agreement.

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

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

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

     "Purchase Agreement" means the Purchase Agreement, dated as of [ ], 2001,
among the Trust, the Depositor and the underwriters named therein.


                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST


     Section 2.1. Name.

     The Trust continued hereby shall be known as "Empire District Electric
Trust [ ]," as such name may be modified from time to time by the Administrative
Trustees follow-



                                      -9-
<PAGE>

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

     The address of the Delaware Trustee in the State of Delaware is The Bank of
New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711,
Attention: Corporate Trust Department, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the
Depositor. The principal executive office of the Trust is c/o The Empire
District Electric Company, 602 Joplin Street, Joplin, Missouri 64801.

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

     The Trustees acknowledge receipt from the Depositor in connection with the
Original Trust Agreement of the sum of $10, which constituted the initial Trust
Property. The Depositor shall pay organizational expenses of the 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 2.4. Issuance of the Preferred Securities.

     On [ ], 2001, the Depositor, on behalf of the Trust and pursuant to the
Original Trust Agreement, executed and delivered the Purchase Agreement.
Contemporaneously with the execution and delivery of this Trust Agreement, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.2 and deliver to the Underwriters named in the Purchase Agreement,
Preferred Securities Certificates, registered in the name of the nominee of the
initial Clearing Agency, representing [ ] Preferred Securities having an
aggregate Liquidation Amount of $[ ], against receipt of such aggregate purchase
price of such Preferred Securities of $[ ], which amount the Administrative
Trustee shall promptly deliver to the Property Trustee.

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

     Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.2 and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, representing [ ] Common Securities
having an aggregate Liquidation Amount of $[ ] (or $[ ] in the aggregate)
against payment by the Depositor of such amount. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Trust and having an
aggregate principal amount equal to $[ ], and, in satisfaction of the purchase
price for



                                      -10-
<PAGE>

such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to
the Depositor the sum of $[ ].

     Section 2.6. Declaration of Trust.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities and use the proceeds from such sale to acquire the Debentures,
and (b) to engage in those activities necessary, convenient 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 upon and subject to the conditions set
forth herein for the benefit of the Trust and the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Trustees set forth herein, except as required by the
Delaware Business Trust Act. 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(a) of the Delaware Business Trust Act.

     Section 2.7. Authorization to Enter into Certain Transactions.

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

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

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

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

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



                                      -11-
<PAGE>

               (D) the negotiation of the terms, and execution and delivery, for
          and on behalf of the Trust, of the Purchase Agreement providing for
          the sale of the Preferred Securities;

               (E) to cause the Trust to enter into, and to execute, deliver and
          perform on behalf of the Trust, agreements as may be necessary or
          desirable in connection with the purposes and function of the Trust;

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

               (G) assisting in the listing of the Preferred Securities upon
          such securities exchange or exchanges as shall be determined by the
          Depositor and the registration of the Preferred Securities under the
          Securities Exchange Act of 1934, as amended, and the preparation and
          filing of all periodic and other reports and other documents pursuant
          to the foregoing;

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

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

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

               (K) 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 the State of Delaware;

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

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

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



                                      -12-
<PAGE>

               (A) the establishment of the Payment Account;

               (B) the receipt of the Debentures;

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

               (D) the distribution of amounts owed to the Securityholders in
          respect of the Trust Securities;

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

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

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

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

               (I) after the occurrence of an Event of Default, the taking of
          any action incidental to the foregoing as the Property Trustee may
          from time to time determine is necessary or advisable to give effect
          to the terms of this Trust Agreement and protect and conserve the
          Trust Property for the benefit of the Securityholders (without
          consideration of the effect of any such action on any particular
          Securityholder);

               (J) registering transfers of the Trust Securities in accordance
          with this Trust Agreement;

               (K) to engage in such Ministerial Activities as shall be
          necessary, appropriate, convenient or incidental to effect the
          repayment of the Preferred Securities and the Common Securities to the
          extent the Debentures mature or are redeemed; and

               (L) except as otherwise provided in this Section 2.7(a)(ii), the
          Property Trustee shall have none of the duties, liabilities, powers or
          the authority of the Administrative Trustees set forth in Section
          2.7(a)(i).

     (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



                                      -13-
<PAGE>

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

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

          (i) the preparation and filing by the Trust with the Commission and
     the execution on behalf of the Trust of a registration statement on the
     appropriate form in relation to the Preferred Securities, including any
     amendments thereto;

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

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

          (iv) the preparation for filing by the Trust with the Commission and
     the execution on behalf of the Trust of a registration statement on Form
     8-A relating to the registration of the Preferred Securities under Section
     12(b) or 12(g) of the Securities Exchange Act of 1934, as amended;

          (v) the negotiation of the terms of, and the execution and delivery
     of, the Purchase Agreement providing for the sale of the Preferred
     Securities; and

          (vi) the taking of any other actions deemed by the Depositor necessary
     or desirable to carry out any of the foregoing activities.



                                      -14-
<PAGE>

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

     Section 2.8. Assets of Trust.

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

     Section 2.9. Title to Trust Property.

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


                                   ARTICLE III

                                 PAYMENT ACCOUNT


     Section 3.1. Payment Account.

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

     (b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of 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.




                                      -15-
<PAGE>

                                   ARTICLE IV

                      CERTAIN TERMS OF THE TRUST SECURITIES


     Section 4.1. 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 [ ], 2001 and shall be payable
quarterly in arrears on [ ], [ ], [ ] and [ ] of each year, commencing on [ ],
2001 except as provided below. The Depositor has the right under the Indenture
to defer payments of interest by extending the interest payment period from time
to time on the Debentures for a period not extending, in the aggregate, beyond
the maturity date of the Debentures (each, an "Extension Period"). During such
Extension Period, no interest shall be due and payable on the Debentures. As a
consequence of such deferral, Distributions will also be deferred. Despite such
deferral, quarterly Distributions will continue to accumulate, compounded
quarterly during any such Extension Period (to the extent permitted by
applicable law). Payments of accrued Distributions will be payable to Holders as
they appear on the books and records of the Trust on the first record date after
the end of the Extension Period. Upon the termination of any Extension Period
and the payment of all amounts then due, the Depositor may commence a new
Extension Period; provided that such Extension Period together with all such
previous and further extensions thereof may not exceed 20 consecutive quarters
or extend beyond the maturity date of the Debentures. If any date on which a
Distribution is otherwise payable on the Trust Securities is not a Business Day,
then the payment of such Distribution shall be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, payment of such Distribution shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date (each date on which distributions are payable in accordance with
this Section 4.1(a), a "Distribution Date").

     (b) The Trust Securities represent undivided beneficial ownership interests
in the Trust Property, and, as a practical matter, the Distributions on the
Trust Securities shall be payable at a rate of [ ]% per annum (the "Coupon
Rate") of the Liquidation Amount of the Trust Securities. Distributions in
arrears for more than one quarter will accumulate and compound at the Coupon
Rate. The term "Distributions" as used in this Trust Agreement includes such
cash distributions and any such accumulated amounts that are payable unless
otherwise stated. A Distribution is payable only to the extent that payments are
made in respect of the Debentures held by the Property Trustee and to the extent
the Property Trustee has funds available therefor. The amount of Distributions
payable for any full period shall be computed on the basis of a 360-day year of
twelve 30-day months.

     (c) Distributions on the Trust Securities shall be made by the Property
Trustee from the Payment Account and shall be payable on each Distribution Date
only to the extent that



                                      -16-
<PAGE>

the Trust has funds then on hand and 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 such Distribution 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 15 days prior to the relevant
Distribution Date.

     Section 4.2. Redemption.

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

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

          (i) the Redemption Date;

          (ii) the Redemption Price;

          (iii) the CUSIP number of the Trust Securities to be redeemed;

          (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; and

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

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

     (d) If the Property Trustee gives a notice of redemption in respect of any
Trust Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, so long as the Trust
Securities are in book-entry-only form, irrevocably deposit with the Clearing
Agency for the Trust Securities funds sufficient to pay the applicable
Redemption Price and will give such Clearing Agency irrevocable instructions and


                                      -17-
<PAGE>

authority to pay the Redemption Price to the holders thereof. If the Trust
Securities are no longer in book-entry-only form, the Property Trustee, subject
to Section 4.2(c), will irrevocably deposit with the Paying Agent funds
sufficient to pay the applicable Redemption Price and will give the Paying Agent
irrevocable instructions and authority to pay the Redemption Price to the
Holders thereof upon surrender of their Trust Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the 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 immediately prior to the close of business on the date of such
deposit, all rights of Securityholders holding Trust Securities so called for
redemption will cease, except the right of such Securityholders to receive the
Redemption Price and any Distribution payable on or prior to the Redemption
Date, but without interest, and such Securities will cease to be outstanding. In
the event that any date on which any Redemption Price is payable is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay), except that, if such Business
Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date. In the event that payment of the Redemption Price in
respect of any Trust Securities called for redemption is improperly withheld or
refused and not paid either by the Trust or by the Depositor pursuant to the
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 is actually
paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.

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

     (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected on a pro rata basis (based upon Liquidation Amounts) not more
than 60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption which may
provide for the selection for redemption of portions (equal to $[ ] or an
integral multiple of $[ ] in excess thereof) of the Liquidation Amount of
Preferred Securities of a denomination larger than $[ ]. The Property Trustee
shall promptly notify the Security Registrar in writing of the Preferred
Securities selected for redemption and, in the case of any Preferred Securities
selected for partial redemption, the Liquidation Amount thereof to be redeemed.
For all purposes of this Trust Agreement, unless the context otherwise requires,
all provisions relating to the redemption of



                                      -18-
<PAGE>

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

     Section 4.3. Subordination of Common Securities.

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

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

     Section 4.4. Payment Procedures.

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

     Section 4.5. Tax Returns and Reports.

     The Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all United States Federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) the appropriate Internal



                                      -19-
<PAGE>

Revenue Service form required to be filed in respect of the Trust in each
taxable year of the Trust and (b) prepare and furnish (or cause to be prepared
and furnished) to each Securityholder the appropriate Internal Revenue Service
form required to be provided or the information required to be provided on such
form. The Administrative Trustees shall provide the Depositor and the Property
Trustee with a copy of all such returns and reports promptly after such filing
or furnishing. The Trustees shall comply with United States Federal withholding
and backup withholding tax laws and information reporting requirements with
respect to any payments to Securityholders under the Trust Securities.

     Section 4.6. Payments under Indenture.

     Any amount payable hereunder to any Holder of Preferred Securities (and any
Owner with respect thereto) shall be reduced by the amount of any corresponding
payment such Holder (and Owner) has directly received pursuant to Section 6.07
of the Indenture or pursuant to the collection rights of such Holder (and Owner)
granted under the Debentures.


                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES


     Section 5.1. Initial Ownership.

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

     Section 5.2. The Trust Securities Certificates.

     The Preferred Securities Certificates shall be issued in minimum
denominations of $[ ] Liquidation Amount and integral multiples of $[ ] in
excess thereof, and the Common Securities Certificates shall be issued in
minimum denominations of $[ ] Liquidation Amount and integral multiples of $[ ]
in excess thereof. The Trust Securities Certificates shall be executed on behalf
of the Trust by manual signature of at least one Administrative Trustee. Trust
Securities Certificates bearing the manual signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, 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 Sections 5.4, 5.11
and 5.13.



                                      -20-
<PAGE>

     Section 5.3. Execution and Delivery of Trust Securities Certificates.

     At each Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or
upon the written order of the Depositor, signed by its Chairman or a Vice
Chairman of the Board, President or a Vice President, and by its Treasurer,
Assistant Treasurer, Comptroller, an Assistant Comptroller, Secretary or an
Assistant Secretary without further corporate action by the Depositor, in
authorized denominations.

     Section 5.4. Registration of Transfer and Exchange of Preferred Securities
Certificates.

     The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the "Securities Register") in which, the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Bank shall be the initial
Securities Registrar.

     Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee or
Trustees.

     The Securities Registrar shall not be required to register the transfer of
any Preferred Securities that have been called for redemption. At the option of
a Holder, Preferred Securities Certificates may be exchanged for other Preferred
Securities Certificates in authorized denominations of the same class and of a
like aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 5.8.

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

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



                                      -21-
<PAGE>

     Section 5.5. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

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

     Section 5.6. Persons Deemed Securityholders.

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

     Section 5.7. Access to List of Securityholders' Names and Addresses.

     At any time when the Property Trustee is not also acting as the Securities
Registrar, the Administrative Trustees or the Depositor shall furnish or cause
to be furnished to the Property Trustee (a) semi-annually on or before [ ] or [
] in each year, a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Securityholders as of the most recent
regular record date (as provided in Section 4.1(d)) and (b) promptly after
receipt by any Administrative Trustee or the Depositor of a request therefor
from the Property Trustee, such other information as the Property Trustee may
reasonably require in order to enable the Property Trustee to discharge its
obligations under this Trust Agreement, in each case to the extent such
information is in the possession or control of the Administrative Trustees or
the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act. Each Holder, by receiving and holding a
Trust Securities Certificate, and each Owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee



                                      -22-
<PAGE>

or the Administrative Trustees accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was
derived.

     Section 5.8. Maintenance of Office or Agency.

     The Administrative Trustees shall maintain an office or offices or agency
or agencies where Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate the Bank as its principal corporate
trust office for such purposes at the address designated for the giving of
notice in Section 10.8 hereof. The Administrative Trustees shall give prompt
written notice to the Depositor and to the Securityholder of any change in the
location of the Securities Register or any such office or agency.

     Section 5.9. Appointment of Paying Agent.

     The Paying Agent shall make distributions to Securityholders from the
Payment Account and shall report the amounts of such distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Bank. The Paying Agent may choose any co-paying agent
that is acceptable to the Administrative Trustees and the Depositor. Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Administrative Trustees, the Property Trustee and
the Depositor. In the event that the Bank shall no longer be the Paying Agent or
a successor Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor that is acceptable to the
Property Trustee and the Depositor to act as Paying Agent (which shall be a bank
or trust company). The Administrative Trustees shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as
Paying Agent, for so long as the Bank shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder. Any reference
in this Trust Agreement to the Paying Agent shall include any co-paying agent
unless the context requires otherwise.



                                      -23-
<PAGE>

     Section 5.10. Ownership of Common Securities by Depositor.

     At each Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. To the fullest extent permitted by
law, other than transactions permitted by Section 5.01 of the Indenture, any
attempted transfer of the Common Securities shall be void. The Administrative
Trustees shall cause each Common Securities Certificate issued to the Depositor
to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE OTHER THAN IN
ACCORDANCE WITH THE TRUST AGREEMENT (AS DEFINED BELOW)" .

     Section 5.11. Book-Entry Preferred Securities Certificates; Common
Securities Certificate.

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

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

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

          (iii) to the extent that the provisions of this Section 5.11 conflict
     with any other provisions of this Trust Agreement, the provisions of this
     Section 5.11 shall control;

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



                                      -24-
<PAGE>

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

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

     Section 5.12. Notices to Clearing Agency.

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

     Section 5.13. Definitive Preferred Securities Certificates.

     If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Preferred Securities Certificates, and the Depositor is
unable to locate a qualified successor, (b) the Depositor at its option advises
the Trustees in writing that it elects to terminate the book-entry system
through the Clearing Agency or (c) after the occurrence of a Debenture Event of
Default, Owners of Preferred Securities Certificates representing beneficial
ownership interests aggregating at least a majority of the Liquidation Amount
advise the Property Trustee in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interest of the
Owners of Preferred Securities Certificates, then the Property Trustee shall
notify the Clearing Agency and the Clearing Agency shall notify all Owners of
Preferred Securities Certificates and the other Trustees of the occurrence of
any such event and of the availability of the Definitive Preferred Securities
Certificates to Owners of such class or classes, as applicable, requesting the
same. Upon surrender to the Property Trustee of the typewritten Preferred
Securities Certificate or Certificates representing the Book-Entry Preferred
Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Clearing Agency. Neither the Securities Registrar nor the Trustees shall
be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Preferred Securities Certificates, the Trustees shall
recognize the Holders of the Definitive Preferred Securities Certificates as
Securityholders. The Definitive Preferred Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to



                                      -25-
<PAGE>

the Administrative Trustees, as evidenced by the execution thereof by the
Administrative Trustees or any one of them.

     Section 5.14. Rights of Securityholders.

     (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial ownership interests 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. By acceptance of a
beneficial interest in the Trust Securities, Holders agree to treat the
Debentures as indebtedness for all United States tax purposes. The 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 by the Trust. The Holders of the Trust
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

     (b) For so long as any Preferred Securities remain Outstanding, if, upon a
Debenture Event of Default, the Indenture Trustee fails or the holders of not
less than 25% in aggregate principal amount of the outstanding Debentures fail
to declare the principal of all of the Debentures to be immediately due and
payable, the Holders of at least 25% in aggregate Liquidation Amount of the
Preferred Securities then Outstanding shall have such right by a notice in
writing to the Depositor and the Indenture Trustee; and upon any such
declaration such principal amount of and the accrued interest on all of the
Debentures shall become immediately due and payable; provided that the payment
of principal and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture. At any time after such a declaration of
acceleration with respect to the Debentures has been made and before a judgment
or decree for payment of the money due has been obtained by the Indenture
Trustee as in the Indenture provided, the Holders of a majority in Liquidation
Amount of the Preferred Securities, by written notice to the Property Trustee,
the Depositor and the Indenture Trustee, may rescind and annul such declaration
and its consequences if:

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

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

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

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



                                      -26-
<PAGE>

          (ii) all Events of Default with respect to the Debentures, other than
     the non-payment of the principal of the Debentures which has become due
     solely by such acceleration, have been cured or waived as provided in
     Section 8.01 of the Indenture.

     The Holders of a majority in aggregate Liquidation Amount of the Preferred
Securities may, on behalf of the Holders of all the Preferred Securities, waive
any past default under the Indenture, except a default in the payment of
principal or interest (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Indenture Trustee) or a default in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Debenture. No
such waiver or rescission shall affect any subsequent default or impair any
right consequent thereon. Upon receipt by the Property Trustee of written notice
declaring such an acceleration, or rescission and annulment thereof, by Holders
of the Preferred Securities all or part of which is represented by Book-Entry
Preferred Securities Certificates, a record date shall be established for
determining Holders of Outstanding Preferred Securities entitled to join in such
notice, which record date shall be at the close of business on the day the
Property Trustee receives such notice. The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to join in
such notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

     (c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section
6.01(1) or 6.01(2) of the Indenture, any Holder of Preferred Securities shall
have the right to institute a proceeding directly against the Depositor,
pursuant to the Indenture, for enforcement of payment to such Holder of the
principal amount of or interest on Debentures having a principal amount equal to
the Liquidation Amount of the Preferred Securities of such Holder (a "Direct
Action"). In connection with any such Direct Action, the Holder of the Common
Securities will be subrogated to the rights of any Holder of the Preferred
Securities to the extent of any payment made by the Depositor to such Holder of
Preferred Securities as a result of such Direct Action. Except as set forth in
Section 5.14(b) and (c), the Holders of Preferred Securities shall have no right
to exercise directly any right or remedy available to the holders of, or in
respect of, the Debentures.




                                      -27-
<PAGE>

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING


     Section 6.1. Limitations on Voting Rights.

     (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2 and
in the Indenture and as otherwise required by law, no Holder of Preferred
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the 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.

     (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Indenture Trustee, or executing any
trust or power conferred on the Indenture Trustee with respect to such
Debentures, (ii) waive or consent to waive any past default which is waivable
under Section 6.04 of the Indenture or under the terms of the Debentures, (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 or
modification under Section 10.02 of the Indenture or under the terms of the
Debentures or termination of the Indenture or any amendment, modification or
termination of the Debentures, where such consent shall be required, without, in
each case, obtaining the prior approval of the Holders of at least a majority in
Liquidation Amount of all Outstanding Preferred Securities; provided, however,
that where a consent under the Indenture or under the terms of the Debentures
would require the consent of each Holder of Debentures affected thereby, no such
consent shall be given by the Property Trustee without the prior written consent
of each Holder of Preferred Securities. The Trustees shall not revoke any action
previously authorized or approved by a vote of the Holders of Preferred
Securities, except by a subsequent vote of the Holders of Preferred Securities.
The Property Trustee shall notify all Holders of the Preferred Securities of any
notice of default received from the Indenture Trustee with respect to the
Debentures. In addition to obtaining the foregoing approvals of the Holders of
the Preferred Securities, prior to taking any of the foregoing actions, the
Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel
experienced in such matters to the effect that the Trust will not be classified
as an association taxable as a corporation for United States Federal income tax
purposes on account of such action.

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



                                      -28-
<PAGE>

Notwithstanding any other provision of this Trust Agreement, no amendment to
this Trust Agreement may be made if, as a result of such amendment, the Trust
would be classified as an association taxable as a corporation for United States
Federal income tax purposes.

     Section 6.2. Notice of Meetings.

     Notice of all meetings of the Preferred Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each Preferred Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

     Section 6.3. Meetings of Preferred Securityholders.

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

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

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

     Section 6.4. Voting Rights.

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

     Section 6.5. 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.
Pursuant to a resolution of the Property Trustee, proxies may be solicited in
the name of the Property Trustee or one or more officers of the Property
Trustee. Only Securityholders of



                                      -29-
<PAGE>

record shall be entitled to vote. When Trust Securities are held jointly by
several persons, any one of them may vote at any meeting in person or by proxy
in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be executed
by or on behalf of a Securityholder shall be deemed valid unless challenged at
or prior to its exercise, and the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of
execution.

     Section 6.6. Securityholder Action by Written Consent.

     Any action which may be taken by Securityholders at a meeting may be taken
without a meeting if Securityholders holding a majority of all Outstanding Trust
Securities (based upon their Liquidation Amount) entitled to vote in respect of
such action (or such larger proportion thereof as shall be required by any
express provision of this Trust Agreement) shall consent to the action in
writing.

     Section 6.7. Record Date for Voting and Other Purposes.

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

     Section 6.8. 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 an Administrative Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the 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 8.1) 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
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certifi-



                                      -30-
<PAGE>

cate or affidavit shall also constitute sufficient proof of his authority. The
fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other
manner which any Trustee receiving the same deems sufficient.

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

     Section 6.9. Inspection of Records.

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


                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES


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

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

          (a) the Property Trustee is a national banking association duly
     organized, validly existing and in good standing under the laws of the
     United States;



                                      -31-
<PAGE>

          (b) the Property Trustee meets the applicable eligibility requirements
     set forth in Section 8.7, has full corporate power, authority and legal
     right to execute, deliver and perform its obligations under this Trust
     Agreement and has taken all necessary action to authorize the execution,
     delivery and performance by it of this Trust Agreement;

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

          (d) the Delaware Trustee meets the applicable eligibility requirements
     set forth in Section 8.7, has full corporate power, authority and legal
     right to execute, deliver and perform its obligations under this Trust
     Agreement and has taken all necessary action to authorize the execution,
     delivery and performance by it of this Trust Agreement;

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

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

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



                                      -32-
<PAGE>

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

     Section 7.2. Representations and Warranties of Depositor. The Depositor
hereby represents and warrants for the benefit of the Securityholders that:

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

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


                                  ARTICLE VIII

                                  THE TRUSTEES


                  Section 8.1.      Certain Duties and Responsibilities.

     (a) The duties and responsibilities of the Trustees shall be as provided by
this Trust Agreement and, in the case of the Property Trustee, subject to the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
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.
Nothing in this Trust Agreement shall be construed to release the Property
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act, or its own willful misconduct. To the extent that, at
law or in equity, an Administrative Trustee has duties (including fi-



                                      -33-
<PAGE>

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

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

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

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

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

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



                                      -34-
<PAGE>

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

          Section 8.2. Certain Notices.

     Within 90 days after the occurrence of any Event of Default actually known
to the Property Trustee, the Property Trustee shall transmit, in the manner and
to the extent provided in Section 10.8, notice of such Event of Default to the
Securityholders, the Administrative Trustees and the Depositor, unless such
Event of Default shall have been cured or waived.

     Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Debentures
pursuant to the Indenture, the Administrative Trustee shall transmit, in the
manner and to the extent provided in Section 10.8, notice of such exercise to
the Securityholders and the Property Trustee, unless such exercise shall have
been revoked.

     Section 8.3. Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

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

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



                                      -35-
<PAGE>

     Trustee shall have no liability except for its own bad faith, negligence or
     willful misconduct;

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

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

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

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

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

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

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



                                      -36-
<PAGE>

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

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

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

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

     The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Depositor, and the Trustees do not
assume any responsibility for their correctness. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Debentures.

     Section 8.5. May Hold Securities.

     Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13 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 other
agent.

     Section 8.6. Compensation; Indemnity; Fees.

     (a) The Depositor shall pay all debts and obligations (other than with
respect to the Trust Securities) and all costs and expenses of the Trust
(including, but not limited to, all costs and expenses relating to the
organization of the Trust, the fees and expenses of any trustee or trustees for
the Trust and all costs and expenses relating to the operation of the Trust
(other than with respect to the Trust Securities)) and to pay any and all taxes,
duties, assessments or other governmental charges of whatever nature (other than
United States withholding taxes) imposed by the United States or any other
taxing authority, so that the net amounts received and



                                      -37-
<PAGE>

retained by the Trust after paying such fees, expenses, debts and obligations
will be equal to the amounts the Trust would have received and retained had no
such fees, expenses, debts and obligations been incurred by or imposed on the
Trust. The foregoing obligations of the Depositor are for the benefit of, and
shall be enforceable by, any person to whom such fees, expenses, debts and
obligations are owed (each, a "Creditor"), whether or not such Creditor has
received notice thereof. Any such Creditor may enforce such obligations of the
Depositor directly against the Depositor, and the Depositor irrevocably waives
any right or remedy to require that any such Creditor take any action against
the Trust or any other person before proceeding against the Depositor.

     (b) Pursuant to clause (a) above, the Depositor, as borrower, agrees:

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

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

          (iii) to the fullest extent permitted by applicable law, to indemnify
     and hold harmless (A) each Trustee, (B) any Affiliate of any Trustee, (C)
     any officer, director, shareholder, employee, representative or agent of
     any Trustee, and (D) any employee or agent of the Trust or its Affiliates,
     (referred to herein as an "Indemnified Person") from and against any loss,
     damage, liability, tax, penalty, expense or claim of any kind or nature
     whatsoever incurred by such Indemnified Person by reason of the creation,
     operation or termination of the Trust or any act or omission performed or
     omitted by such Indemnified Person in good faith on behalf of the Trust and
     in a manner such Indemnified Person reasonably believed to be within the
     scope of authority conferred on such Indemnified Person by this Trust
     Agreement, except that no Indemnified Person shall be entitled to be
     indemnified in respect of any loss, damage or claim incurred by such
     Indemnified Person by reason of gross negligence or willful misconduct with
     respect to such acts or omissions.

          (iv) to the fullest extent permitted by applicable law, to advance
     expenses (including legal fees) incurred by an Indemnified Person in
     defending any claim, demand, action, suit or proceeding, from time to time,
     prior to the final disposition of such claim, demand, action, suit or
     proceeding upon receipt by the Depositor of (A) a written affirmation by or
     on behalf of the Indemnified Person of its or his good faith belief that it
     or he has met the standard of conduct set forth in this Section 8.6 and (B)
     an undertaking by or on behalf of the Indemnified Person to repay such
     amount if it shall be determined that



                                      -38-
<PAGE>

     the Indemnified Person is not entitled to be indemnified as authorized in
     the preceding subsection.

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

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

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

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

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

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

     Section 8.8. Conflicting Interests.

     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 Depositor and any Trustee may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Trust Securities shall have no rights by virtue of this Trust
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Trust, shall not be deemed wrongful or improper. Neither the
Depositor, nor any Trustee, shall be obligated to present any particular
investment or other opportunity to the



                                      -39-
<PAGE>

Trust even if such opportunity is of a character that, if presented to the
Trust, could be taken by the Trust, and the Depositor or any Trustee shall have
the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Trustee may engage or be interested in any financial or other
transaction with the Depositor or any Affiliate of the Depositor, or may act as
depository for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Depositor or its Affiliates.

     Section 8.9. Co-Trustees and Separate Trustee.

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

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

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

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

          (b) The rights, powers, duties, and obligations hereby conferred or
     imposed upon the Property Trustee in respect of any property covered by
     such appointment shall



                                      -40-
<PAGE>

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

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

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

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

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

     Section 8.10. Resignation and Removal, Appointment of Successor.

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

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

     Unless a Debenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Common Securityholder. If a
Debenture Event of Default shall have occurred and be continuing, the Property
Trustee or the Delaware



                                      -41-
<PAGE>

Trustee, or both of them, may be removed at such time by Act of the Holders of a
majority in Liquidation Amount of the Preferred Securities, delivered to the
Relevant Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by the Common Securityholder at any time.

     If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees, and the retiring Trustee shall comply with the applicable requirements
of Section 8.11. If the Property Trustee 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 Securityholders, by
Act of the Securityholders of a majority in Liquidation Amount of the Preferred
Securities then Outstanding delivered to the retiring Relevant Trustee, shall
promptly appoint a successor Relevant Trustee or Trustees, and such successor
Trustee shall comply with the applicable requirements of Section 8.11.

     If an Administrative Trustee shall resign, be removed or become incapable
of acting as Administrative Trustee, at a time when a Debenture Event of Default
shall have occurred and be continuing, the Common Securityholder by Act of the
Common Securityholder delivered to the Administrative Trustee shall promptly
appoint a successor Administrative Trustee or Administrative Trustees and such
successor Administrative Trustee or Trustees shall comply with the applicable
requirements of Section 8.11. If no successor Relevant Trustee shall have been
so appointed by the Common Securityholder or the Preferred 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 Trustee and each appointment of a successor Trustee to all Securityholders
in the manner provided in Section 10.8 and shall give notice to the Depositor.
Each notice shall include the name of the successor Relevant Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.

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



                                      -42-
<PAGE>

     Section 8.11. Acceptance of Appointment by Successor.

     In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee and each successor Relevant Trustee with respect to
the Trust Securities shall execute and deliver an amendment hereto wherein each
successor Relevant Trustee shall accept such appointment and which (a) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Trust and (b) shall add to or change any of the
provisions of this Trust Agreement as shall be necessary to provide for or
facilitate the administration of the Trust by more than one Relevant Trustee, it
being understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee such retiring Relevant
Trustee shall duly assign, transfer and deliver to such successor Relevant
Trustee all Trust Property, all proceeds thereof and 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 Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case way be.

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

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

     Any corporation into which the Property Trustee or the Delaware Trustee may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any corporation 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 corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto.

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

     If and when the Property Trustee or the Delaware 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 or the Delaware
Trustee, as the case may be, shall be subject to



                                      -43-
<PAGE>

and shall take all actions necessary in order to comply with 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 the 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. If required by Section 313(a) of the Trust
Indenture Act, the Property Trustee shall, within sixty days after each [ ]
following the date of this Trust Agreement deliver to Securityholders a brief
report, dated as of such [ ], which complies with the provisions of such Section
313(a).

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

     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 as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314(a) of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act.

     Section 8.16. Evidence of Compliance with Conditions Precedent.

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

     Section 8.17. Number of Trustees.

     (a) The number of Trustees shall be four, provided that the Holder of all
of the Common Securities by written instrument may increase or decrease the
number of Administrative Trustees. The Property Trustee and the Delaware Trustee
may be the same Person, subject to the applicable eligibility requirements set
forth herein.

     (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



                                      -44-
<PAGE>

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

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


                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER


     Section 9.1. Dissolution Upon Expiration Date.

     Unless earlier dissolved, the Trust shall automatically dissolve on [ ],
20[ ] (the "Expiration Date"). Thereafter, the Trust Property shall be
distributed in accordance with Section 9.4.

     Section 9.2. Early Dissolution.

     The first to occur of any of the following events is an "Early Termination
Event," the occurrence of which shall cause a dissolution of the Trust:

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



                                      -45-
<PAGE>

          (b) the written direction to the Property Trustee from the Depositor
     at any time (which direction is optional and wholly within the discretion
     of the Depositor) to dissolve the Trust and distribute Debentures to
     Securityholders in exchange for the Preferred Securities;

          (c) the redemption of all of the Preferred Securities; and

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

     Section 9.3. Termination.

     As soon as is practicable after the occurrence of an event referred to in
Section 9.1 or 9.2, and upon the completion of the winding up and liquidation of
the Trust under Section 9.4, the Trustees (each of whom is hereby authorized to
take such action) shall file a certificate of cancellation with the Secretary of
State of the State of Delaware terminating the Trust and, upon such filing, the
respective obligations and responsibilities of the Trustees and the Trust
created and continued hereby shall terminate.

     Section 9.4. Liquidation.

     (a) If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by
the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Debentures,
subject to Section 9.4(d). Notice of liquidation shall be given by the Property
Trustee by first-class mail, postage prepaid mailed not later than 30 nor more
than 60 days prior to the Liquidation Date to each Holder of Trust Securities at
such Holder's address appearing in the Securities Register. All notices of
liquidation shall:

          (i) state the Liquidation Date;

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

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

     (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Trust and distribution of the Debentures to Securityholders,
the Property Trustee shall establish a record date for such distribution (which
shall be not more than 45 days prior to the Liquidation Date) and, either itself
acting as exchange agent or through the appointment of a



                                      -46-
<PAGE>

separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

     (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Debentures will be issued to Holders
of Trust Securities Certificates, upon surrender of such certificates to the
Administrative Trustees or their agent for exchange, (iii) the Depositor shall
use its reasonable efforts to have the Debentures listed on the New York Stock
Exchange or on such other exchange, interdealer quotation system or
self-regulatory organization as the Preferred Securities are then listed, (iv)
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 certificates are so
surrendered (and until such certificates are so surrendered, no payments of
interest or principal will be made to Holders of Trust Securities Certificates
with respect to such Debentures) and (v) all rights of Securityholders holding
Trust Securities will cease, except the right of such Securityholders to receive
Debentures upon surrender of Trust Securities Certificates.

     (d) In the event that, upon the Expiration Date or the occurrence of an
Early Termination Event, notwithstanding the other provisions of this Section
9.4, whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Debentures in the manner provided
herein is determined by the Property Trustee not to be practical, the Trust
Property shall be liquidated, and the Trust shall be wound-up 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 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 the Common Securities will be entitled to receive Liquidation Distributions
upon any such winding-up pro rata (determined as aforesaid) with Holders of
Preferred Securities, except that, if a Debenture Event of Default has occurred
and is continuing, the Preferred Securities shall have a priority over the
Common Securities.

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

     The Trust may not merge with or into, consolidate, convert into,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, except pursuant to this
Section 9.5 or Section 9.4. At the request of the Depositor, with the consent of
the Administrative Trustees and without the consent of the Holders of the
Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust
may merge with or



                                      -47-
<PAGE>

into, consolidate, convert into, amalgamate, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to a
trust organized as such under the laws of any state; provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as the
Preferred Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Preferred Securities rank in priority with
respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities are listed or traded,
or any Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed or traded, if any, (iv) such merger, consolidation,
conversion, amalgamation, replacement, conveyance, transfer or lease does not
cause the Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization, (v)
such merger, consolidation, conversion, 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, conversion, amalgamation, replacement, conveyance, transfer or
lease, the Depositor has received an Opinion of Counsel to the effect that (a)
such merger, consolidation, conversion, 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, conversion, amalgamation, replacement, conveyance, transfer or
lease, neither the Trust nor such successor entity will be required to register
as an investment company under the 1940 Act and (viii) the Depositor owns all of
the common securities of such successor entity and guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of Holders of 100% in Liquidation Amount of the
Preferred Securities, consolidate, amalgamate, merge with or into, convert into
or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other Person or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, conversion, 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 10.1. Limitation of Rights of Securityholders.

     The death, incapacity, dissolution, bankruptcy or termination of any Person
having an interest, beneficial or otherwise, in Trust Securities shall not
operate to: (i) terminate this



                                      -48-
<PAGE>

Trust Agreement, (ii) dissolve, terminate or annul the Trust, (iii) 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, or
(iv) otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

     Section 10.2. Amendment.

     (a) This Trust Agreement may be amended from time to time by the Trustees
and the Depositor, without the consent of any Securityholders, (i) to cure any
ambiguity, correct or supplement any provision herein which may be inconsistent
with any other provision herein, or to make any other provisions with respect to
matters or questions arising under this Trust Agreement, which shall not be
inconsistent with the other provisions of this Trust Agreement, or (ii) to
modify, eliminate or add to any provisions of this Trust Agreement to such
extent as shall be necessary to ensure that the Trust will be classified for
United States Federal income tax purposes as a grantor trust at all times that
any Trust Securities are outstanding or to ensure that the Trust will not be
required to register as an investment company under the 1940 Act; provided,
however, that in the case of clause (ii), such action shall not adversely affect
in any material respect the interests of any Securityholder, and any such
amendments of this Trust Agreement shall become effective when notice thereof is
given to the Securityholders.

     (b) Except as provided in Section 6.1(c) or Section 10.2(c) hereof, any
provision of this Trust Agreement may be amended by the Trustees and the
Depositor with (i) the consent of Holders of Trust Securities representing not
less than a majority (based upon Liquidation Amounts) of the Trust Securities
then Outstanding and (ii) receipt by the Trustees of an Opinion of Counsel to
the effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment will not affect the Trust's status as
a grantor trust for United States Federal income tax purposes or the Trust's
exemption from status of an investment company under the 1940 Act.

     (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder, this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the
Securityholders, this paragraph (c) of this Section 10.2 may not be amended.

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



                                      -49-
<PAGE>

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

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

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

     Section 10.3. 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 10.4. Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF SECURITYHOLDERS, THE
TRUST, THE DEPOSITOR AND THE TRUSTEES SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES
SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
LAWS OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION THAT WOULD CALL FOR THE
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION OTHER THAN THE STATE OF
DELAWARE; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE
SECURITYHOLDERS, THE TRUST, THE DEPOSITOR, THE TRUSTEES OR THIS TRUST AGREEMENT
ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE
PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH
THE TERMS HEREOF (A) THE FILING WITH ANY COURT OR GOVERNMENT BODY OR AGENCY OF
TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE
REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A
TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL
CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY,
(D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A
TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL,
(F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR
CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING,
STORAGE OR OTHER MANNER OF



                                      -50-
<PAGE>

HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER
STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES
THAT ARE INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND
POWERS OF THE TRUSTEES AS SET FORTH OR REFERENCED IN THIS TRUST AGREEMENT.
SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

     Section 10.5. Payments Due on Non-Business Day.

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

     Section 10.6. Successors.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust or the Relevant Trustee, including
any successor by operation of law. Except in connection with transactions
permitted under Article 5 of the Indenture and pursuant to which the assignee
agrees in writing to perform the Depositor's obligations hereunder, the
Depositor shall not assign its obligations hereunder.

     Section 10.7. Headings.

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

     Section 10.8. Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a
Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to The Empire
District Electric Company, 602 Joplin Street, Joplin, Missouri, 64801,
Attention: Chief Financial Officer, facsimile no.: (417) 625-5100. Such notice,
demand or other communication to or upon a Securityholder shall be deemed to
have been sufficiently given or made, for all purposes, upon hand delivery,
mailing or transmission.

     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 published by the
Trust) as follows: (a) with respect to the Bank or Property Trustee to Wells
Fargo Bank Minnesota, National Association, N9303-110, Sixth and Mar-



                                      -51-
<PAGE>

quette, Minneapolis, Minnesota, 55479, Attention: Corporate Trust Department;
(b) with respect to the Delaware Trustee, to The Bank of New York (Delaware),
White Clay Center, Route 273, Newark, Delaware, 19711, Attention: Corporate
Trust Department; and (c) with respect to the Administrative Trustees, to them
at the address above for notices to the Depositor, marked "Attention:
Administrative Trustees of Empire District Electric Trust [ ]." Such notice,
demand or other communication to or upon the Trust or the Property Trustee shall
be deemed to have been sufficiently given or made only upon actual receipt of
the writing by the Trust or the Property Trustee.

     Section 10.9. Agreement Not to Petition.

     Each of the Trustees and the Depositor agree 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, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, 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 10.9, the
Property Trustee agrees, for the benefit of Securityholders, that at the expense
of the Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be stopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert. The provisions of this Section 10.9 shall survive the
termination of this Trust Agreement.

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

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

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

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

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



                                      -52-
<PAGE>

     Section 10.11. Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

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




                                      -53-
<PAGE>



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


                       THE EMPIRE DISTRICT ELECTRIC COMPANY


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


                       WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                       as Property Trustee


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


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


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


                       ---------------------------------------------------------
                       Myron M. McKinney,
                       as Administrative Trustee


                       ---------------------------------------------------------
                       David W. Gibson,
                       as Administrative Trustee


                                      S-1
<PAGE>







                                                                       EXHIBIT A


                              CERTIFICATE OF TRUST
                                       OF
                       EMPIRE DISTRICT ELECTRIC TRUST [ ]



     This Certificate of Trust of Empire District Electric Trust [ ] (the
"Trust"), dated __________, 2001, 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. Section 3801 et seq.).

     1. Name. The name of the business trust being formed hereby is Empire
District Electric Trust [ ].

     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 as
follows:

                  The Bank of New York (Delaware)
                  White Clay Center
                  Route 273
                  Newark, Delaware  19711

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

     In Witness Whereof, the undersigned, being all of the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.


                        WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                        as Property Trustee


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




<PAGE>

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


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


                        -----------------------------------------------------
                        Myron M. McKinney, as Administrative Trustee


                        -----------------------------------------------------
                        David W. Gibson, as Administrative Trustee



                                      -2-
<PAGE>



                                                                       EXHIBIT B


     THIS CERTIFICATE IS NOT TRANSFERABLE OTHER THAN IN ACCORDANCE WITH THE
                       TRUST AGREEMENT (AS DEFINED BELOW)


Certificate Number: C-1                      Number Of Common Securities:
CUSIP No.:


                    Certificate Evidencing Common Securities

                                       of

                       Empire District Electric Trust [ ]

                             [ ]% Common Securities
                  (Liquidation Amount $[ ] Per Common Security)


     Empire District Electric Trust [ ], a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that The
Empire District Electric Company (the "Holder") is the registered owner of [ ]
common securities of the Trust representing undivided beneficial ownership
interests of the Trust and designated the [ ]% Common Securities (liquidation
amount $[ ] per Common Security) (the "Common Securities"). To the extent set
forth in Section 5.10 of the Trust Agreement (as defined below) the Common
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 Securities are set forth in, and this certificate
and the Common Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of [ ], 2001, as the same may be amended
from time to time (the "Trust Agreement") including the designation of the terms
of the Common Securities as set forth therein. The Trust will furnish a copy of
the Trust Agreement to the Holder without charge upon written request to the
Trust at its principal place of business or registered office.

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



<PAGE>

     In Witness Whereof, one of the Administrative Trustees of the Trust has
executed this certificate this [ ] day of [ ] 2001.

                         EMPIRE DISTRICT ELECTRIC TRUST [     ]


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







                                      -2-
<PAGE>



                                                                       EXHIBIT C


     If the Preferred Security is to be a Global Certificate Insert:

          This Preferred Security is a Global Certificate within the meaning of
     the Trust Agreement hereinafter referred to and is registered in the name
     of The Depository Trust Company (the "Depository") or a nominee of the
     Depository. This Preferred Security is exchangeable for Preferred
     Securities registered in the name of a person other than the Depository or
     its nominee only in the limited circumstances described in the Trust
     Agreement and no transfer of this Preferred Security (other than a transfer
     of this Preferred Security as a whole by the Depository to a nominee of the
     Depository or by a nominee of the Depository to the Depository or another
     nominee of the Depository) may be registered except in limited
     circumstances.

          Unless this Preferred Security iS presented by an authorized
     representative of The Depository Trust Company (55 Water Street, New York)
     to EMPIRE DISTRICT ELECTRIC TRUST [ ] or its agent for registration of
     transfer, exchange or payment, and any Preferred Security issued is
     registered in the name of Cede & Co. or such other name as requested by an
     authorized representative of The Depository Trust Company and any payment
     hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
     VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner
     hereof, Cede & Co., has an interest herein.



<PAGE>


Certificate Number: P-1                       Number Of Preferred Securities

                                                       Cusip No.[ ]


                   Certificate Evidencing Preferred Securities

                                       of

                       EMPIRE DISTRICT ELECTRIC TRUST [ ]

                         [ ]% Trust Preferred Securities
                (Liquidation Amount $[ ] Per Preferred Security)


     Empire District Electric Trust [ ], a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Cede & Co. (the "Holder") is the registered owner of [ ] preferred securities of
the Trust representing an undivided beneficial ownership interest in the assets
of the Trust and designated the [ ]% Trust Preferred Securities (the "Preferred
Securities"). The Preferred Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
5.4 of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of [ ], 2001 as the same may be amended from time to time (the
"Trust Agreement") including the designation of the terms of Preferred
Securities as set forth therein. The Holder is entitled to the benefits of the
Guarantee Agreement entered into by The Empire District Electric Company, a
Kansas corporation, and Wells Fargo Bank Minnesota, National Association, as
guarantee trustee, dated as of [ ], 2001, 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.

     In Witness Whereof, one of the Administrative Trustees of the Trust has
executed this certificate this [ ] day of [ ], 2001.


                                      -2-
<PAGE>

                          EMPIRE DISTRICT ELECTRIC TRUST [     ]


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






                                      -3-
<PAGE>





                                   ASSIGNMENT


     For Value Received, the undersigned assigns and transfers this Preferred
Security to:

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

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

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

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

          ---------------------------------------------------------------
                     (Insert address and zip code of assignee)

and irrevocably appoints

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

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

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

agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

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


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

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

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