<PAGE>   1
                                                                    EXHIBIT 4.14

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

                   [RGA CAPITAL TRUST I/RGA CAPITAL TRUST II]

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      AMONG

            REINSURANCE GROUP OF AMERICA, INCORPORATED, AS DEPOSITOR

                    THE BANK OF NEW YORK, AS PROPERTY TRUSTEE

              THE BANK OF NEW YORK (DELAWARE), AS DELAWARE TRUSTEE,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                          DATED AS OF _______ __, 200_

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

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>

                                                                                                                Page
<S>       <C>                                                                                                <C>
ARTICLE I. DEFINED TERMS..........................................................................................2
         SECTION 101. DEFINITIONS.................................................................................2

ARTICLE II ESTABLISHMENT OF THE TRUST............................................................................11
         SECTION 201. NAME.......................................................................................11
         SECTION 202. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS................................11
         SECTION 203. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
                 EXPENSES........................................................................................11
         SECTION 204. ISSUANCE OF THE PREFERRED SECURITIES.......................................................11
         SECTION 205. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE
                 OF THE DEBT SECURITIES..........................................................................12
         SECTION 206. DECLARATION OF TRUST.......................................................................12
         SECTION 207. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS...........................................13
         SECTION 208. ASSETS OF TRUST............................................................................16
         SECTION 209. TITLE TO TRUST PROPERTY....................................................................16

ARTICLE III. PAYMENT ACCOUNT.....................................................................................16
         SECTION 301. PAYMENT ACCOUNT............................................................................16

ARTICLE IV. DISTRIBUTIONS; REDEMPTION............................................................................17
         SECTION 401. DISTRIBUTIONS..............................................................................17
         SECTION 402. REDEMPTION.................................................................................17
         SECTION 403. CONVERSION.................................................................................20
         SECTION 404. SUBORDINATION OF THE COMMON SECURITIES.....................................................22
         SECTION 405. PAYMENT PROCEDURES.........................................................................23
         SECTION 406. TAX RETURNS AND REPORTS....................................................................23
         SECTION 407. PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST................................................23
         SECTION 408. PAYMENTS UNDER THE INDENTURE...............................................................23

ARTICLE V. THE TRUST SECURITIES CERTIFICATES.....................................................................23
         SECTION 501. INITIAL OWNERSHIP..........................................................................23
         SECTION 502. THE TRUST SECURITIES CERTIFICATES..........................................................23
         SECTION 503. EXECUTION, AUTHENTICATION AND DELIVERY OF THE TRUST SECURITIES
                 CERTIFICATES....................................................................................24
         SECTION 504. GLOBAL PREFERRED SECURITY..................................................................24
         SECTION 505. REGISTRATION OF TRANSFER AND EXCHANGE OF THE PREFERRED
                 SECURITIES CERTIFICATES.........................................................................26
         SECTION 506. MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
                 CERTIFICATES....................................................................................27
         SECTION 507. PERSONS DEEMED THE SECURITYHOLDERS.........................................................27
</TABLE>



                                       i
<PAGE>   3

<TABLE>


<S>      <C>                                                                                                 <C>
         SECTION 508. ACCESS TO LIST OF THE SECURITYHOLDERS' NAMES AND ADDRESSES.................................27
         SECTION 509. MAINTENANCE OF OFFICE OR AGENCY............................................................28
         SECTION 510. APPOINTMENT OF THE PAYING AGENT............................................................28
         SECTION 511. OWNERSHIP OF THE COMMON SECURITIES BY THE DEPOSITOR........................................28
         SECTION 512. THE PREFERRED SECURITIES CERTIFICATES......................................................29
         SECTION 513. NOTICES....................................................................................29
         SECTION 514. RIGHTS OF THE SECURITYHOLDERS..............................................................29

ARTICLE VI. ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING........................................................30
         SECTION 601. LIMITATIONS ON VOTING RIGHTS...............................................................30
         SECTION 602. NOTICE OF MEETINGS.........................................................................31
         SECTION 603. MEETINGS OF THE PREFERRED SECURITYHOLDERS..................................................31
         SECTION 604. VOTING RIGHTS..............................................................................31
         SECTION 605. PROXIES, ETC...............................................................................32
         SECTION 606. SECURITYHOLDER ACTION BY WRITTEN CONSENT...................................................32
         SECTION 607. RECORD DATE FOR VOTING AND OTHER PURPOSES..................................................32
         SECTION 608. ACTS OF THE SECURITYHOLDERS................................................................32
         SECTION 609. INSPECTION OF RECORDS......................................................................33

ARTICLE VII. REPRESENTATIONS AND WARRANTIES......................................................................33
         SECTION 701. REPRESENTATIONS AND WARRANTIES OF THE BANK AND THE PROPERTY
                  TRUSTEE........................................................................................33
         SECTION 702. REPRESENTATIONS AND WARRANTIES OF THE DELAWARE BANK AND THE
                  DELAWARE TRUSTEE...............................................................................34
         SECTION 703. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR............................................35

ARTICLE VIII  TRUSTEES...........................................................................................36
         SECTION 801. CERTAIN DUTIES AND RESPONSIBILITIES........................................................36
         SECTION 802. CERTAIN NOTICES............................................................................37
         SECTION 803. CERTAIN RIGHTS OF THE PROPERTY TRUSTEE.....................................................37
         SECTION 804. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.....................................39
         SECTION 805. MAY HOLD SECURITIES........................................................................39
         SECTION 806. COMPENSATION; INDEMNITY; FEES..............................................................39
         SECTION 807. CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES...............................40
         SECTION 808. CONFLICTING INTERESTS......................................................................41
         SECTION 809. CO-TRUSTEES AND SEPARATE TRUSTEE...........................................................41
         SECTION 810. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..........................................42
         SECTION 811. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.....................................................43
         SECTION 812. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS................................44
         SECTION 813. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST...............................44
         SECTION 814. REPORTS BY THE PROPERTY TRUSTEE............................................................44
         SECTION 815. REPORTS TO THE PROPERTY TRUSTEE............................................................45
         SECTION 816. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT...........................................45
         SECTION 817. NUMBER OF TRUSTEES.........................................................................45
         SECTION 818. DELEGATION OF POWER........................................................................45
</TABLE>



                                       ii
<PAGE>   4

<TABLE>


<S>       <C>                                                                                                <C>
         SECTION 819. VOTING.....................................................................................45

ARTICLE IX. TERMINATION, LIQUIDATION AND MERGER..................................................................46
         SECTION 901. TERMINATION UPON EXPIRATION DATE...........................................................46
         SECTION 902. EARLY TERMINATION..........................................................................46
         SECTION 903. TERMINATION................................................................................46
         SECTION 904. LIQUIDATION................................................................................46
         SECTION 905. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF
                 THE TRUST.......................................................................................48

ARTICLE X. MISCELLANEOUS PROVISIONS..............................................................................49
         SECTION 1001. LIMITATION OF RIGHTS OF THE SECURITYHOLDERS...............................................49
         SECTION 1002. AMENDMENT.................................................................................49
         SECTION 1003. SEPARABILITY..............................................................................50
         SECTION 1004. GOVERNING LAW.............................................................................50
         SECTION 1005. PAYMENTS DUE ON NON-BUSINESS DAY..........................................................50
         SECTION 1006. SUCCESSORS................................................................................51
         SECTION 1007. HEADINGS..................................................................................51
         SECTION 1008. REPORTS, NOTICES AND DEMANDS..............................................................51
         SECTION 1009. AGREEMENT NOT TO PETITION.................................................................51
         SECTION 1010. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT....................................52
         SECTION 1011. ACCEPTANCE OF TERMS OF THE TRUST AGREEMENT, THE GUARANTEE
                 AND THE INDENTURE...............................................................................53

EXHIBITS
         Exhibit A         Certificate of Trust
         Exhibit B         Form of Common Securities Certificate
         Exhibit C         Form of Expense Agreement
         Exhibit D         Form of Preferred Securities Certificate
</TABLE>





                                      iii
<PAGE>   5
                              CROSS-REFERENCE TABLE

Section of                                               Section of Amended
Trust Indenture Act                                            and Restated
of 1939, as amended                                         Trust Agreement
-------------------                                         ---------------

310(a)(1)...............................................................807
310(a)(2)...............................................................807
310(a)(3)...............................................................807
310(a)(4)........................................................207(a)(ii)
310(b)..................................................................808
311(a)..................................................................813
311(b)..................................................................813
312(a)..................................................................507
312(b)..................................................................507
312(c)..................................................................507
313(a)...............................................................814(a)
313(a)(4)............................................................814(b)
313(b)...............................................................814(b)
313(c).................................................................1008
313(d)...............................................................814(c)
314(a)..................................................................815
314(b).......................................................Not Applicable
314(c)(1)...............................................................816
314(c)(2)...............................................................816
314(c)(3)....................................................Not Applicable
314(d).......................................................Not Applicable
314(e).............................................................101, 816
315(a).......................................................801(a), 803(a)
315(b)............................................................802, 1008
315(c)...............................................................801(a)
315(d).............................................................801, 803
316(a)(2)....................................................Not Applicable
316(b).......................................................Not Applicable
316(c)..................................................................607
317(a)(1)....................................................Not Applicable
317(a)(2)....................................................Not Applicable
317(b)..................................................................509
318(a).................................................................1010


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

<PAGE>   6


                      AMENDED AND RESTATED TRUST AGREEMENT


          AMENDED AND RESTATED TRUST AGREEMENT, dated as of ____ __, 20__, among
(a) REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri corporation
(including any successors or assigns, the "Depositor"), (b) THE BANK OF NEW
YORK, a trust company duly organized and existing under the laws of the State of
New York, as property trustee (the "Property Trustee" and, in its separate
corporate capacity and not in its capacity as Property Trustee, the "Bank"), (c)
THE BANK OF NEW YORK (DELAWARE), a [trust] corporation duly organized and
existing under the laws of the State of Delaware, as Delaware trustee (the
"Delaware Trustee," and, in its separate corporate capacity and not in its
capacity as Delaware Trustee, the "Delaware Bank"), (d) [Jack B. Lay], an
individual, [A. Greig Woodring], an individual, and [Todd C. Larson], an
individual, each of whose address is c/o Reinsurance Group of America,
Incorporated, 1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017-6039
(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 (e) the several
Holders (as hereinafter defined).

                                    RECITALS

          WHEREAS, the Depositor, the Delaware Trustee, and [Jack B. Lay], [A.
Greig Woodring] and [Todd C. Larson], each as an Administrative Trustee, have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act (as hereinafter defined) by the entering into of
that certain Trust Agreement, dated as of February 8, 2001 (the "Original Trust
Agreement"), and by the execution and filing by the Delaware Trustee, the
Depositor and the Administrative Trustees with the Secretary of State of the
State of Delaware of the Certificate of Trust, filed on February 8, 2001, the
form of which is attached as Exhibit A; and

         WHEREAS, the Depositor, the Delaware Trustee, the Property Trustee and
the Administrative Trustees desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (a) the issuance of the Common Securities (as defined herein) by the
Trust (as defined herein) to the Depositor; (b) the issuance and sale of the
Preferred Securities (as defined herein) by the Trust pursuant to the
Underwriting Agreement (as defined herein); (c) the acquisition by the Trust
from the Depositor of all of the right, title and interest in the Debt
Securities (as defined herein); and (d) the appointment of the Trustees;

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

<PAGE>   7

                                   ARTICLE I.
                                  DEFINED TERMS

         SECTION 101.      DEFINITIONS. For all purposes of this Trust
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

         (a)      the terms defined in this Article I have the meanings assigned
to them in this Article I 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 608.

         "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of additional interest
accrued on interest in arrears and paid by the Depositor on a Like Amount of
Debt Securities for such period.

         "Additional Payments" has the meaning specified in Section 1.1 of the
Indenture.

          "Administrative Trustee" means each of [Jack B. Lay], [A. Greig
Woodring] and [Todd C. Larson], solely in his or her capacity as Administrative
Trustee of the Trust formed and continued hereunder and not in his or her
individual capacity, or such Administrative Trustee's successor in interest in
such capacity, or any successor trustee appointed as herein provided.

         "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person; (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

         "Authenticating Agent" means an authenticating agent with respect to
the Preferred Securities appointed by the Property Trustee pursuant to Section
503.

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


                                       2
<PAGE>   8

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

         (a)      the entry of a decree or order by a court having jurisdiction
in the premises adjudging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking liquidation or reorganization of or in respect
of such Person under the United States Bankruptcy Code of 1978, as amended, or
any other similar applicable federal or state law, and the continuance of any
such decree or order unvacated and unstayed for a period of 90 days; or the
commencement of an involuntary case under the United States Bankruptcy Code of
1978, as amended, in respect of such Person, which shall continue undismissed
for a period of 90 days or entry of an order for relief in such case; or the
entry of a decree or order of a court having jurisdiction in the premises for
the appointment on the ground of insolvency or bankruptcy of a receiver,
custodian, liquidator, trustee or assignee in bankruptcy or insolvency of such
Person or of its property, or for the winding up or liquidation of its affairs,
and such decree or order shall have remained in force unvacated and unstayed for
a period of 90 days; or

         (b)      the institution by such Person of proceedings to be
adjudicated a voluntary bankrupt, or the consent by such Person to the filing of
a bankruptcy proceeding against it, or the filing by such Person of a petition
or answer or consent seeking liquidation or reorganization under the United
States Bankruptcy Code of 1978, as amended, or other similar applicable Federal
or State law, or the consent by such Person to the filing of any such petition
or to the appointment on the ground of insolvency or bankruptcy of a receiver or
custodian or liquidator or trustee or assignee in bankruptcy or insolvency of
such Person or of its property, or shall make a general assignment for the
benefit of creditors.

         "Bankruptcy Laws" has the meaning specified in Section 1009.

         "Board of Directors" means either the board of directors of the
Depositor, or any committee of that board duly authorized to act hereunder or
any director or directors and/or officer or officers of the Company to whom that
board or committee shall have delegated its authority.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the appropriate Trustee.

         "Business Day" means any day other than a Saturday or Sunday or a day
on which federal or state banking institutions in the Borough of Manhattan, The
City of New York are authorized or required by law, executive order or
regulation to close, or a day on which the Corporate Trust Office of the
Property Trustee or the Corporate Trust Office of the Debenture Trustee is
closed for business.

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

         "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as
amended or restated from time to time.


                                       3
<PAGE>   9

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. DTC shall be the initial Clearing Agency.

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

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

         "Closing Price" of the Common Stock shall mean the last reported sale
price of such stock (regular way) as shown on the Composite Tape of the New York
Stock Exchange (or, if such stock is not listed or admitted to trading on the
New York Stock Exchange, on the principal national securities exchange on which
such stock is listed or admitted to trading), or, in case no such sale takes
place on such day, the average of the closing bid and asked prices on the New
York Stock Exchange (or, if such stock is not listed or admitted to listing on
the New York Stock Exchange, on the principal national securities exchange on
which such stock is listed or admitted to trading), or, if it is not listed or
admitted to trading on any national securities exchange, the average of the
closing bid and asked prices as reported in The Nasdaq Stock Market, or if such
stock is not so reported, the average of the closing bid and asked prices as
furnished by any member of the National Association of Securities Dealers, Inc.,
selected from time to time by the Company for that purpose.

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

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

         "Common Security" means an undivided beneficial 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.

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

         "Common Stock" means the class of common stock, par value $0.01 per
share, of the Company authorized at the date of this Trust Agreement as
originally signed, or any other class of stock resulting from successive changes
or reclassifications of such common stock, and in any case including any shares
thereof authorized after the date of this Trust Agreement, and any other shares
of stock of the Company which do not have any priority in the payment of
dividends or upon liquidation over any other class of stock.

         "Company" means Reinsurance Group of America, Incorporated, a Missouri
corporation.

         "Conversion Agent" has the meaning specified in Section 403.

         "Conversion Date" has the meaning specified in Section 403.


                                       4
<PAGE>   10

         "Conversion Rate" has the meaning specified in Section 403.

         "Conversion Request" has the meaning specified in Section 403.

         "Corporate Trust Office" means the office at which, at any particular
time, the corporate trust business of the Property Trustee or the Debenture
Trustee, as the case may be, shall be principally administered, which office at
the date hereof, in each such case, is located at 101 Barclay Street, 21st
Floor, New York, New York 10286, Attention: Corporate Trust Administration
Department.

         "Current Market Price" on any date shall mean the average of the daily
Closing Prices per share of Common Stock for any thirty (30) consecutive Trading
Days selected by the Company prior to the date in question, which thirty (30)
consecutive Trading Day period shall not commence more than forty-five (45)
Trading Days prior to the day in question.

         "Debt Security Event of Default" means an "Event of Default" as defined
in Section 5.1 of the Indenture.

         "Debt Security Redemption Date" means, with respect to any Debt
Securities to be redeemed under the Indenture, the date fixed for redemption
under the Indenture.

         "Debenture Trustee" means The Bank of New York, a banking corporation
organized under the laws of the State of New York, and any successor thereto, as
trustee under the Indenture.

         "Debt Securities" means the $____ aggregate principal amount of the
Depositor's % Junior Subordinated Debt Securities due 20__, issued pursuant to
the Indenture.

         "Definitive Preferred Securities Certificates" means Preferred
Securities Certificates issued in certified, fully registered form as provided
in Section 503.

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

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

         "Delaware Trustee" means the commercial bank or trust company
identified as the "Delaware Trustee" in the Preamble to this Trust Agreement
solely in its capacity as Delaware Trustee of the Trust formed 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.

         "Depositary" means DTC or any successor thereto.

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

         "Distribution Date" has the meaning specified in Section 401(a).

         "Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 401.



                                       5
<PAGE>   11

         "DTC" means the Depository Trust Company.

         "Early Termination Event" has the meaning specified in Section 902.

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

         (a)      the occurrence of a Debt Security Event of Default; or

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

         (c)      default by the Trust or 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 of which or the
breach of which is dealt with in clause (b) or (c), above) and continuation of
such default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the defaulting Trustee or Trustees by the
Holders of at least 25% in aggregate Liquidation Amount of the Outstanding
Preferred Securities a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or

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

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

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

         "Expiration Date" has the meaning specified in Section 901.

         "Extended Interest Period" has the meaning specified in Section 3.1 of
the Indenture.

         "Global Preferred Securities Certificate" means a Preferred Securities
Certificate evidencing ownership of Global Preferred Securities.

         "Global Preferred Security" means a Preferred Security, the ownership
and transfer of which shall be made through book entries by a Clearing Agency as
described herein.

         "Guarantee" means the Preferred Securities Guarantee Agreement executed
and delivered by the Depositor and The Bank of New York, as trustee,
contemporaneously with the execution and


                                       6
<PAGE>   12

delivery of this Trust Agreement, for the benefit of the Holders of the
Preferred Securities, as amended from time to time.

         "Indenture" means the Junior Subordinated Indenture, dated as of _____
__, 200_, between the Depositor and the Debenture Trustee, as trustee, as
amended or supplemented from time to time pertaining to the Debt Securities of
the Depositor.

         "Investment Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

         "Investment Company Event" means the receipt by the Trust and the
Depositor of an Opinion of Counsel, rendered by a law firm having a recognized
national tax and securities law practice, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), the Trust is or
shall be considered an "investment company" that is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of original issuance of the Preferred Securities under this
Trust Agreement, provided, however, that the Depositor or the Trust shall have
requested and received such an Opinion of Counsel with regard to such matters
within a reasonable period of time after the Depositor or the Trust shall have
become aware of the possible occurrence of any such event.

         "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 an aggregate Liquidation Amount equal to the
aggregate principal amount of Debt Securities to be contemporaneously redeemed
in accordance with the Indenture and the proceeds of which shall be used to pay
the Redemption Price of such Trust Securities; and (b) with respect to a
distribution of Debt Securities to Holders of Trust Securities in connection
with a termination or liquidation of the Trust, Debt Securities having a
principal amount equal to the Liquidation Amount of the Trust Securities of the
Holder to whom such Debt Securities are distributed. Each Debt Security
distributed pursuant to clause (b) above shall carry with it accrued interest in
an amount equal to the accrued and unpaid interest then due on such Debt
Security.

         "Liquidation Amount" means the stated amount of $[1,000] per Trust
Security.

         "Liquidation Date" means the date on which Debt Securities are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Section 904(a).

         "Liquidation Distribution" has the meaning specified in Section 904(d).

         "Officers' Certificate" means a certificate signed by the Chairman, a
Vice Chairman, the President, the Chief Financial Officer or a Vice President,
and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary, of the


                                       7
<PAGE>   13

Depositor, and delivered to the appropriate Trustee. One of the officers signing
an Officers' Certificate given pursuant to Section 816 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 officers' 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 an opinion in writing of independent outside
legal counsel, who may be counsel for the Trust, the Property Trustee, the
Delaware Trustee or the Depositor, and who shall be reasonably acceptable to the
Property Trustee.

         "Option" has the meaning specified in the Underwriting Agreement.

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

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

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

         (b)      the Preferred Securities for whose payment or redemption money
in the necessary amount has been theretofore deposited with the Property Trustee
or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own 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 or provision therefor satisfactory to the
Property Trustee has been made and the date for such redemption has passed; and

         (c)      the 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 505, 506 and 512; 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, the 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


                                       8
<PAGE>   14

(provided that in connection with any offer by the Depositor or the Trust to
purchase Preferred Securities, Preferred Securities tendered by a Holder shall
be deemed to be Outstanding until the date of purchase), except that (i) in
determining whether any Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only the
Preferred Securities that such Trustee knows to be so owned shall be so
disregarded; and (ii) 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. The 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 the pledgee is not
the Depositor or any other Obligor upon the Preferred Securities or a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Depositor or any Affiliate of the Depositor.

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 510 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 Debt Securities shall be held and from which the Property Trustee
shall make payments to the Securityholders in accordance with Sections 401 and
402. The Payment Account shall be an account that is maintained with a banking
institution, the rating of whose long-term unsecured indebtedness is at least
equal to the rating assigned to the Preferred Securities by a "nationally
recognized statistical rating organization," as that term is defined for
purposes of Rule 436(g)(2) under the Securities Act.

         "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 Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $[1,000] and having the
rights provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

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

         "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 formed 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 Debt Security Redemption Date and the stated
maturity of the Debt Securities shall be a Redemption Date for a Like Amount of
Trust Securities.

         "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, paid by the



                                       9
<PAGE>   15

Depositor upon the concurrent redemption of a Like Amount of Debt Securities,
allocated on a pro rata basis (based on Liquidation Amounts) among the Trust
Securities.

         "Relevant Trustee" shall have the meaning specified in Section 810.

         "Rule 3a-5" means Rule 3a-5 under the Investment Company Act or any
successor rule thereunder, or any change in interpretation or application of
such Rule by any legislative body, court, government agency or regulatory
authority, including without limitation, the Commission.

         "Rule 3a-7" means Rule 3a-7 under the Investment Company Act or any
successor rule thereunder, or any change in interpretation or application of
such Rule by any legislative body, court, government agency or regulatory
authority, including without limitation, the Commission.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 506.

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

         "Trading Day" means, with respect to the Common Stock, so long as the
Common Stock is listed or admitted to trading on the New York Stock Exchange, a
day on which the New York Stock Exchange is open for the transaction of
business, or, if the Common Stock is not listed or admitted to trading on the
New York Stock Exchange, a day on which the principal national securities
exchange on which the Common Stock is listed is open for the transaction of
business, or if the Common Stock is not so listed or admitted for trading on any
national securities exchange, a day on which The Nasdaq Stock Market is open for
the transaction of business.

         "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
amended, 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, as
amended, 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 Debt Securities; (b) the rights of the
Property Trustee under the Guarantee; (c) any cash on deposit in, or owing to,
the Payment Account; and (d) all proceeds and rights in respect of the foregoing
and any other property and assets for the time being held or deemed to be held
by the Property Trustee pursuant to the trusts of this Trust Agreement.


                                       10
<PAGE>   16

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

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

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

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
______ __, 200_, among the Trust, the Depositor and the underwriters named
therein

                                   ARTICLE II.
                           ESTABLISHMENT OF THE TRUST

         SECTION 201.      NAME. The Trust created and continued hereby shall be
known as "[RGA Capital Trust I/ RGA Capital Trust II]," as such name may be
modified from time to time by the Administrative Trustees following written
notice to the Holders of Trust Securities and the other Trustees, in which name
the Trustees may engage in the transactions contemplated hereby, make and
execute contracts and other instruments on behalf of the Trust and sue and be
sued.

         SECTION 202.      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: _______, or such other address in the State of Delaware as the
Delaware Trustee may designate by written notice to the Securityholders and the
Depositor. The principal executive office of the Trust is c/o Reinsurance Group
of America, Incorporated, 1370 Timberlake Manor Parkway, Chesterfield, Missouri
63017-6039, Attention: Executive Vice President and Chief Financial Officer.

         SECTION 203.      INITIAL CONTRIBUTION OF TRUST PROPERTY;
ORGANIZATIONAL EXPENSES. The Trustees acknowledge receipt in trust from the
Depositor in connection with the Original Trust Agreement of the sum of $10,
which constituted the initial Trust Property. The Depositor shall pay
organizational expenses of the Trust as they arise or shall, upon request of 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 204.      ISSUANCE OF THE PREFERRED SECURITIES. On ____ __,
200_, the Depositor and an Administrative Trustee, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Sections 502 and 503, and deliver in accordance with
the Underwriting Agreement, Preferred Securities Certificates, registered in the
name of the Persons entitled thereto, in an aggregate amount of ___________
Preferred Securities having an aggregate Liquidation Amount of $______ against
receipt of the aggregate purchase price of such Preferred Securities of $ ,
which amount such Administrative Trustee shall promptly deliver to the Property
Trustee. If the underwriters exercise their over-allotment option and there is
an Option Closing Date (as such term is defined in the Underwriting Agreement),
then an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Sections 502 and 503 and deliver in accordance with the



                                       11
<PAGE>   17
Underwriting Agreement, Preferred Securities Certificates, registered in the
name of the Persons entitled thereto in an aggregate amount of up to _______
Preferred Securities having an aggregate Liquidation Amount of up to $______
against receipt of the aggregate purchase price of such Preferred Securities of
up to $____, which amount such Administrative Trustee shall promptly deliver to
the Property Trustee.

         SECTION 205.      ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND
PURCHASE OF THE DEBT SECURITIES.

         (a)      Contemporaneously with the execution and delivery of this
Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Sections 502 and 503 and deliver to the Depositor,
Common Securities Certificates, registered in the name of the Depositor, in an
aggregate amount of ______ Common Securities having an aggregate Liquidation
Amount of $_____ 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 Debt Securities, registered
in the name of the Property Trustee on behalf of the Trust and having an
aggregate principal amount equal to $_____, and, in satisfaction of the purchase
price for such Debt Securities, the Property Trustee, on behalf of the Trust,
shall deliver to the Depositor the sum of $_____.

         (b)      If the underwriters exercise the Option and there is an Option
Closing Date, then an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver to the Depositor, Common
Securities Certificates, registered in the name of the Depositor, in an
additional aggregate amount of Common Securities having an aggregate Liquidation
Amount of up to $_____ 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, additional Debt Securities,
registered in the name of the Trust and having an aggregate principal amount of
up to $____, and, in satisfaction of the purchase price of such Debt Securities,
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor an
amount equal to the sum of the amounts received from one of the Administrative
Trustees pursuant to the last sentence of Section 204.

         SECTION 206.      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 Debt Securities having an aggregate principal
amount equal to the Aggregate Liquidation Amount of the Trust Securities; 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
shall hold the Trust Property in trust upon and subject to the conditions set
forth herein for the benefit of 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 Property
Trustee or the Administrative Trustees set forth herein. The Delaware Trustee
shall be one of the Trustees of the Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.


                                       12
<PAGE>   18

         SECTION 207.      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 207 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 Administrative Trustees to be appropriate in exercising the
authority, express or implied, otherwise granted to the Administrative 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,
         acting singly or jointly, 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
                  and the compliance with the Underwriting Agreement in
                  connection therewith;

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

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

                           (D)  if applicable, assisting in the listing of the
                  Preferred Securities upon the New York Stock Exchange or such
                  other national securities exchange or exchanges or in the
                  inclusion of the Preferred Securities in the Nasdaq National
                  Market of The Nasdaq Stock Market, Inc. ("Nasdaq") or such
                  other self-regulatory organization as shall be determined by
                  the Depositor and the registration of the Preferred Securities
                  under the Exchange Act, and the preparation and filing of all
                  periodic and other reports and other documents pursuant to the
                  foregoing;

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

                           (F)  the appointment of a Paying Agent,
                  Authenticating Agent and Securities Registrar in accordance
                  with this Trust Agreement;

                           (G)  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;

                           (H)  to take all action that may be necessary or
                  appropriate for the preservation and the continuation of the
                  Trust's valid existence, rights, franchises and


                                       13
<PAGE>   19

                  privileges as a statutory business trust under the laws of the
                  State of Delaware and of each other jurisdiction in which such
                  existence is necessary to protect the limited liability of the
                  Holders of the Preferred Securities or to enable the Trust to
                  effect the purposes for which the Trust was created;

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

                           (J)  the taking of any action incidental to the
                  foregoing as the Administrative Trustees may from time to time
                  determine is necessary or advisable to give effect to the
                  terms of this Trust Agreement for the benefit of the
                  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:

                           (A)  the establishment of the Payment Account;

                           (B)  the receipt of the Debt Securities;

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

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

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

                           (F)  the sending of notices of default and other
                  information regarding the Trust Securities and the Debt
                  Securities 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;

                           (I)  after 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);


                                       14
<PAGE>   20

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

                           (K)  except as otherwise provided in this Section
                  207(a)(ii), the Property Trustee shall have none of the
                  duties, liabilities, powers or the authority of the
                  Administrative Trustees set forth in Section 207(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 expressly provided herein or
contemplated hereby. In particular, the Trustees shall not (i) acquire any
investments or engage in any activities not authorized by this Trust Agreement;
(ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise
dispose of any of the Trust Property or interests therein, including to
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 and the Debt 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 to do any and all such acts, other than
         actions which must be taken by or on behalf of the Trust, and advise
         the Trustees of actions they must take on behalf of the Trust, and
         prepare for execution and filing any documents to be executed and filed
         by the Trust or on behalf of the Trust, as the Depositor deems
         necessary or advisable in order to comply with the applicable laws of
         any such States;

                  (iii)    if applicable, the preparation for filing by the
         Trust and execution on behalf of the Trust of an application to the New
         York Stock Exchange or such other national stock exchange or to Nasdaq
         or such other self-regulatory organization for listing, or designation
         for inclusion or quotation upon notice of issuance of any Preferred
         Securities and to file or cause an Administrative Trustee to file
         thereafter with such exchange or organization such notifications and
         documents as may be necessary from time to time;

                  (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



                                       15
<PAGE>   21

         the Preferred Securities under Section 12(b) or 12(g) of the Exchange
         Act, including any amendments thereto;

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

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

         (d)      Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust shall not be deemed to be
an "investment company" required to be registered under the Investment Company
Act, shall be classified as a "grantor trust" and not as an association taxable
as a corporation for United States federal income tax purposes and so that the
Debt Securities shall be treated as indebtedness of the Depositor for United
States federal income tax purposes. In this connection, subject to Section 1002,
the Depositor and the Administrative Trustees are authorized to take any action,
not inconsistent with applicable law 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.

         SECTION 208.      ASSETS OF TRUST. The assets of the Trust shall
consist of the Trust Property.

         SECTION 209.      TITLE TO TRUST PROPERTY. Legal title to all Trust
Property shall be vested at all times in the Property Trustee (in its capacity
as such) and shall be held and administered by the Property Trustee for the
benefit of the Securityholders in accordance with this Trust Agreement.

                                  ARTICLE III.
                                PAYMENT ACCOUNT

         SECTION 301.      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 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 Debt Securities. Amounts held in
the Payment Account shall not be invested by the Property Trustee pending
distribution thereof.


                                       16
<PAGE>   22

                                   ARTICLE IV.
                            DISTRIBUTIONS; REDEMPTION

         SECTION 401.      DISTRIBUTIONS.

         (a)      Distributions on the Trust Securities shall be cumulative, and
shall accumulate whether or not there are funds of the Trust available for the
payment of Distributions. Distributions shall accumulate from ______ __, 20__,
and, [except during any Extended Interest Period] with respect to the Debt
Securities, shall be payable [quarterly] in arrears on ____________,
____________, ____________ and ____________ of each year, commencing on
____________. If any date on which a Distribution is otherwise payable on the
Trust Securities is not a Business Day, then the payment of such Distribution
shall be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day (and without any reduction in interest
or any other payment in respect of any such acceleration), 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 401(a), a "Distribution Date").

         (b)      The Trust Securities represent undivided beneficial interests
in the Trust Property. Distributions on the Trust Securities shall be payable at
a rate of ____% per annum of the Liquidation Amount of the Trust Securities. 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. The amount of Distributions for
any partial period shall be computed on the basis of the number of days elapsed
in a 360-day year of twelve 30-day months. During any Extended Interest Period
with respect to the Debt Securities, Distributions on the Preferred Securities
shall be deferred for a period equal to the Extended Interest Period. The amount
of Distributions payable for any period shall include the Additional Amounts, if
any.

         (c)      Distributions on the Trust Securities shall be made by the
Property Trustee solely from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Trust has funds then on hand and
immediately available by 12:30 p.m. on each Distribution Date 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 the _____ day of ________, ________, _________ or ________ for
Distributions payable on the last calendar day of the respective month;
provided, however, that for any Trust Securities held in global form,
Distributions shall be payable to the Holder thereof as of one Business Day
immediately preceding the Distribution Date.

         SECTION 402.      REDEMPTION.

         (a)      On each Debt Security Redemption Date and at maturity of the
Debt Securities, the Trust shall be required to redeem a Like Amount of Trust
Securities at the Redemption Price.


                                       17
<PAGE>   23
         (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 Securities Register. The Property
Trustee shall have no responsibility for the accuracy of any CUSIP number
contained in such notice. All notices of redemption shall state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price;

                  (iii)    the CUSIP number;

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

                  (v)      that, on the Redemption Date, the Redemption Price
         shall become due and payable upon each such Trust Security to be
         redeemed and that Distributions thereon shall cease to accumulate on
         and after said date, except as provided in Section 402(d); and

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

         (c)      The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of the Debt Securities. 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 immediately available funds then on hand and
available in the Payment Account for the payment of such Redemption Price.

         (d)      If the Property Trustee gives a notice of redemption in
respect of any Preferred Securities, then, by 12:00 noon, New York City time, on
the Redemption Date, subject to Section 402(c), the Property Trustee, shall,
with respect to Preferred Securities held in global form, deposit with the
Clearing Agency for such Preferred Securities, to the extent available therefor,
funds sufficient to pay the applicable Redemption Price and will give such
Clearing Agency irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Preferred Securities. With respect to Trust
Securities that are not held in global form, the Property Trustee, subject to
Section 402(c), shall deposit with the Paying Agent funds sufficient to pay the
applicable Redemption Price and shall give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the record holders
thereof upon surrender of their Preferred Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, (i) all rights of
Securityholders holding Trust Securities so called for redemption shall cease,
except the right of such Securityholders to receive the Redemption Price, but
without interest, (ii) such Trust Securities shall cease to be Outstanding,
(iii) the Clearing Agency for the Preferred


                                       18
<PAGE>   24

Securities or its nominee, as the registered Holder of the Global Preferred
Securities Certificate, shall receive a registered global certificate or
certificates representing the Debt Securities to be delivered upon such
distribution with respect to Preferred Securities held by the Clearing Agency or
its nominee, and (iv) any Trust Securities Certificates not held by the Clearing
Agency for the Preferred Securities or its nominee as specified in clause (iii)
above will be deemed to represent Debt Securities having a principal amount
equal to the stated Liquidation Amount of the Trust Securities represented
thereby and bearing accrued and unpaid interest in an amount equal to the
accumulated and unpaid Distributions on such Trust Securities until such
certificates are presented to the Securities Registrar for transfer or
reissuance. In the event that any date on which any Redemption Price is payable
is not a Business Day, then payment of the Redemption Price payable on such date
shall be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day (and without any reduction of interest
or any other payment in respect of any such acceleration), in each case with the
same force and effect as if made on such date. In the event that payment of the
Redemption Price in respect of any Trust Securities called for redemption is
improperly withheld or refused and not paid either by the Trust or by the
Depositor pursuant to the Guarantee, Distributions on such Trust Securities
shall continue to accumulate, at the then applicable rate, from the Redemption
Date originally established by the Trust for such Trust Securities to the date
such Redemption Price is actually paid, in which case the actual payment date
shall be the date fixed for redemption for purposes of calculating the
Redemption Price.

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

         (f)      Subject to Section 404(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 not more than 60 days prior to the Redemption Date by the
Property Trustee from the Outstanding Preferred Securities not previously called
for redemption, by such method (including, without limitation, by lot) as the
Property Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the Liquidation Amount or an
integral multiple of such Liquidation Amount in excess thereof) of the
Liquidation Amount of the Preferred Securities of a denomination larger than
such Liquidation Amount. The Property Trustee shall promptly notify the
Securities 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 the 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 the Preferred Securities which has been or
is to be redeemed.


                                       19
<PAGE>   25

         SECTION 403.      CONVERSION.

         After __________, 20__, the Holders of Trust Securities, subject to the
limitations set forth in this Section, shall have the right, at their option, to
cause the Conversion Agent to convert Trust Securities, on behalf of the
converting Holders, into shares of Common Stock in the manner described herein
on and subject to the following terms and conditions:

         (a)      Subject to subparagraph (b) below, the Trust Securities will
be convertible into fully paid and nonassessable shares of Common Stock pursuant
to the Holder's direction to the Conversion Agent to exchange such Trust
Securities for a portion of the Debt Securities having a principal amount equal
to the aggregate Liquidation Amount of such Trust Securities, and immediately
convert such amount of Debt Securities into fully paid and nonassessable shares
of Common Stock at an initial rate of _________ shares of Common Stock for each
Trust Security (which is equivalent to a conversion price of approximately
$_____ per share of Common Stock), subject to certain adjustments set forth in
the Indenture (as so adjusted, "Conversion Price").

         (b)      At any time after __________, 20__, the Depositor may elect to
make a cash settlement in respect of any Trust Security surrendered for exchange
by delivering notice thereof to the tendering Holder not more than five Trading
Days after such Trust Security is surrendered for exchange. Such cash settlement
shall be in an amount, per $__ Liquidation Amount of Trust Securities delivered
for exchange, equal to the product of (i) the then-prevailing Conversion Price
and (ii) the average of the Closing Price of the Common Stock on the five
Trading Days commencing two Trading Days after delivery by the Depositor of such
notice to such Holder. The Depositor will pay such cash settlement amount as
promptly as practicable after the completion of such five Trading Day period.

         (c)      Before any Holder of a Trust Security shall be entitled to
convert the same into Common Stock or, at the option of the Depositor, cash, as
the case may be, the Holder of such Trust Securities shall deliver to the
Conversion Agent an irrevocable Conversion Request to convert Trust Securities
on behalf of such Holder, together, if the Trust Securities are in certificated
form, with such certificates duly endorsed to the Trust or in blank. The
Conversion Request shall (i) set forth the number of Trust Securities to be
converted and the name or names, if other than the Holder, in which the shares
of Common Stock or cash, as the case may be, should be issued and (ii) direct
the Conversion Agent (A) to exchange such Trust Securities for a portion of the
Debt Securities held by the Property Trustee (at the rate of exchange specified
in the preceding paragraph) and (B) to immediately convert such Debt Securities,
on behalf of such Holder, into Common Stock (at the conversion rate specified in
the preceding paragraph) or, at the option of the Depositor, cash, as the case
may be. The Conversion Agent shall notify the Property Trustee in writing of the
Holder's election to exchange Trust Securities for a portion of the Debt
Securities held by the Property Trustee, and the Property Trustee shall, upon
receipt of such written notice, deliver to the Conversion Agent the appropriate
principal amount of Debt Securities for exchange in accordance with this
Section. The Conversion Agent shall thereupon notify the Depositor of the
Holder's election to convert such Debt Securities into shares of Common Stock.
Holders of Trust Securities at the close of business on a Distribution payment



                                       20
<PAGE>   26

record date will be entitled to receive the Distribution paid on such Trust
Securities on the corresponding Distribution Date notwithstanding the conversion
of such Trust Securities on or following such record date but prior to such
Distribution Date. Except as provided above, neither the Trust nor the Depositor
will make, or be required to make, any payment, allowance or adjustment upon any
conversion on account of any accumulated and unpaid Distributions whether or not
in arrears accrued on the Trust Securities surrendered for conversion, or on
account of any accumulated and unpaid dividends on the shares of Common Stock
issued upon such conversion.

         Trust Securities submitted for conversion prior to the expiration of
conversion rights as provided in Section 4.03(d) shall be deemed to have been
converted immediately prior to the close of business on the day on which an
irrevocable Conversion Request relating to such Trust Securities is received by
the Conversion Agent in accordance with the foregoing provision (the "Conversion
Date"). The Person or Persons entitled to receive the Common Stock issuable upon
conversion of the Debt Securities shall be treated for all purposes as the
record holder or holders of such Common Stock on the Conversion Date. As
promptly as practicable on or after the Conversion Date, if applicable, the
Depositor shall issue and deliver at the office of the Conversion Agent a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with the cash payment, if any, in lieu
of any fraction of any share to the Person or Persons entitled to receive the
same, unless otherwise directed by the Holder in the Conversion Request and the
Conversion Agent shall distribute such certificate or certificates to such
Person or Persons.

         (d)      The conversion rights of holders of the Debt Securities and
the corresponding conversion rights of Holders of Trust Securities shall expire
either (i) at the close of business on the Business Day prior to the date set
for redemption of the Trust Securities upon the mandatory or optional redemption
of the Debt Securities or (ii) at the close of business on the Business Day
prior to the maturity of the principal of the Debt Securities.

         (e)      Each Holder of a Trust Security by its acceptance thereof
initially appoints The Bank of New York not in its individual capacity but
solely as conversion agent (the "Conversion Agent") for the purpose of effecting
the conversion of Trust Securities in accordance with this Section. In effecting
the conversion and transactions described in this Section, the Conversion Agent
shall be acting as agent of the Holders of Trust Securities directing it to
effect such conversion transactions. The Conversion Agent is hereby authorized
(i) to exchange Trust Securities from time to time for Debt Securities held by
the Trust in connection with the conversion of such Trust Securities in
accordance with this Section and (ii) to convert all or a portion of the Debt
Securities into Common Stock and thereupon to deliver such shares of Common
Stock or cash, as the case may be, in accordance with the provisions of this
Section and to deliver to the Property Trustee any new Debt Security or Debt
Securities for any resulting unconverted principal amount delivered to the
Conversion Agent by the Trustee under the Indenture.

         (f)      No fractional shares of Common Stock will be issued as a
result of conversion, but, in lieu thereof, such fractional interest will be
paid in cash by the Depositor to the


                                       21
<PAGE>   27

Conversion Agent in an amount equal to such fraction multiplied by the Closing
Price of the Common Stock on the last Trading Day prior to the Conversion Date,
and the Conversion Agent will in turn make such payment to the Holder(s) of
Trust Securities so converted.

         (g)      Nothing in this Section 403 shall limit the requirement of the
Trust to withhold taxes pursuant to the terms of the Trust Securities or as set
forth in this Trust Agreement or otherwise required of the Property Trustee or
the Trust to pay any amounts on account of such withholdings.

         SECTION 404.      SUBORDINATION OF THE COMMON SECURITIES.

         (a)      Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 402(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 Debt Security Event of
Default shall have occurred and be continuing, no payment of any Distribution
(including Additional Amounts, if applicable) on, or Redemption Price of, any
Common Security, and no other payment on account of the redemption, liquidation
or other acquisition of the Common Securities, shall be made unless payment in
full in cash of all accumulated and unpaid Distributions (including Additional
Amounts, if applicable) on all Outstanding Preferred Securities for all
Distribution periods terminating on or prior thereto, or in the case of payment
of the Redemption Price the full amount of such Redemption Price on all
Outstanding Preferred Securities then called for redemption, shall have been
made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions (including Additional Amounts, if applicable) on, or the
Redemption Price of, the Preferred Securities then due and payable.

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


                                       22
<PAGE>   28

         SECTION 405.      PAYMENT PROCEDURES. Payments of Distributions
(including Additional Amounts, if applicable) in respect of the Preferred
Securities shall be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Securities Register or, if the
Preferred Securities are held by a Clearing Agency, such Distributions shall be
made to the Clearing Agency in immediately available funds, which will credit
the relevant accounts 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 406.      TAX RETURNS AND REPORTS. The Administrative Trustees
shall prepare (or cause to be prepared), at the Depositor's expense, and file
all United States federal, state and local tax and information returns and
reports required to be filed by or in respect of the Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared and
filed) the appropriate Internal Revenue Service form required to be filed in
respect of the Trust in each taxable year of the Trust; and (b) prepare and
furnish (or cause to be prepared and furnished) to each Securityholder the
appropriate Internal Revenue Service form required to be furnished to such
Securityholder or the information required to be provided on such form. The
Administrative Trustees shall provide the Depositor with a copy of all such
returns and reports promptly after such filing or furnishing. The Property
Trustee shall comply with United States federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to the Securityholders under the Trust Securities.

         SECTION 407.      PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST. Upon
receipt under the Debt Securities of Additional Payments, the Property Trustee,
at the direction of an Administrative Trustee or the Depositor, shall promptly
pay any taxes, duties or governmental charges of whatsoever nature (other than
withholding taxes) imposed on the Trust by the United States or any other taxing
authority.

         SECTION 408.      PAYMENTS UNDER THE INDENTURE. Any amount payable
hereunder to any Holder of Preferred Securities shall be reduced by the amount
of any corresponding payment such Holder has directly received under the
Indenture pursuant to Section 514(b) or (c) hereof.

                                   ARTICLE V.
                        THE TRUST SECURITIES CERTIFICATES

         SECTION 501.      INITIAL OWNERSHIP. Upon the creation of the Trust and
the contribution by the Depositor pursuant to Section 203 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 502.      THE TRUST SECURITIES CERTIFICATES. The Preferred
Securities Certificates shall be issued in minimum denominations of the
Liquidation Amount and integral multiples of such Liquidation Amount in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of the Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. The Trust Securities
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign


                                       23
<PAGE>   29

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 505, 512
and 514.

         SECTION 503.      EXECUTION, AUTHENTICATION AND DELIVERY OF THE TRUST
SECURITIES CERTIFICATES.

         (a)      On the Closing Date and on the date on which the underwriters
exercise their Option, as applicable (an "Option Closing Date"), the
Administrative Trustees shall cause the Trust Securities Certificates, in an
aggregate Liquidation Amount as provided in Sections 204 and 205, to be executed
on behalf of the Trust by the manual or facsimile signature of at least one of
the Administrative Trustees and delivered to or upon the written order of the
Depositor, signed by its Chief Executive Officer and President, any Executive
Vice President, the Treasurer or any Assistant Treasurer without further
corporate action by the Depositor, in authorized denominations.

         (b)      A Preferred Securities Certificate shall not be valid until
authenticated by the manual signature of an authorized signatory of the Property
Trustee. The signature shall be conclusive evidence that the Preferred
Securities Certificate has been authenticated under this Trust Agreement. Each
Preferred Security Certificate shall be dated the date of its authentication.

         (c)      Upon the written order of the Trust signed by one of the
Administrative Trustees, the Property Trustee shall authenticate and make
available for delivery the Preferred Securities Certificates.

         (d)      The Property Trustee may appoint an Authenticating Agent
acceptable to the Trust to authenticate the Preferred Securities. An
Authenticating Agent may authenticate the Preferred Securities whenever the
Property Trustee may do so. Each reference in this Trust Agreement to
authentication by the Property Trustee includes authentication by such agent. An
Authenticating Agent has the same rights as the Property Trustee to deal with
the Depositor or the Trust.

         SECTION 504.      GLOBAL PREFERRED SECURITY.

         (a)      Any Global Preferred Security issued under this Trust
Agreement shall be registered in the name of the nominee of the Clearing Agency
and delivered to such custodian therefor, and such Global Preferred Security
shall constitute a single Preferred Security for all purposes of this Trust
Agreement.

         (b)      Notwithstanding any other provision in this Trust Agreement,
no Global Preferred Security may be exchanged for Preferred Securities
registered in the names of persons other than the Depositary or its nominee
unless (i) the Depositary notifies the Debenture Trustee that it is unwilling or
unable to continue as a depositary for such Global Preferred Securities and the
Depositor is unable to locate a qualified successor depositary, (ii) the
Depositor executes and delivers to the Debenture Trustee a written order stating
that it elects to terminate the book-entry



                                       24
<PAGE>   30

system through the Depositary or (iii) there shall have occurred and be
continuing a Debt Security Event of Default.

         (c)      If a Preferred Security is to be exchanged in whole or in part
for a beneficial interest in a Global Preferred Security, then either (i) such
Global Preferred Security shall be so surrendered for exchange or cancellation
as provided in this Article V or (ii) the Liquidation Amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or cancelled, or equal to the Liquidation Amount of such other
Preferred Securities to be so exchanged for a beneficial interest therein, as
the case may be, by means of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Property Trustee, in accordance with the
rules and procedures of the Depositary for such Global Preferred Security (the
"Applicable Procedures"), shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Preferred Security by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees shall
execute and the Property Trustee shall, subject to Section 505(b) and as
otherwise provided in this Article V, authenticate and deliver any Preferred
Securities issuable in exchange for such Global Preferred Security (or any
portion thereof) in accordance with the instructions of the Clearing Agency. The
Property Trustee shall not be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

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

         (e)      The Clearing Agency or its nominee, as the registered owner of
a Global Preferred Security, shall be considered the Holder of the Preferred
Securities represented by such Global Preferred Security for all purposes under
this Trust Agreement and the Preferred Securities, and owners of beneficial
interests in such Global Preferred Security shall hold such interests pursuant
to the Applicable Procedures and, except as otherwise provided herein, shall not
be entitled to receive physical delivery of any such Preferred Securities in
definitive form and shall not be considered the Holders thereof under this Trust
Agreement. Accordingly, any such owner's beneficial interest in the Global
Preferred Securities shall be shown only on, and the transfer of such interest
shall be effected only through, records maintained by the Clearing Agency or its
nominee. Neither the Property Trustee, the Securities Registrar nor the
Depositor shall have any liability in respect of any transfers effected by the
Clearing Agency.


                                       25
<PAGE>   31

         (f)      The rights of owners of beneficial interests in a Global
Preferred Security 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.

         SECTION 505.      REGISTRATION OF TRANSFER AND EXCHANGE OF THE
PREFERRED SECURITIES CERTIFICATES.

         (a)      The Depositor shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 509, a register or registers for the
purpose of registering the Trust Securities Certificates and, subject to the
provisions of Section 504, transfers and exchanges of the Preferred Securities
Certificates (herein referred to as 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 the Preferred Securities Certificates and the Common Securities
Certificates (subject to Section 511 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of the Preferred
Securities Certificates as herein provided. The Property Trustee shall be the
initial Securities Registrar.

         (b)      Subject to the provisions of Section 504, upon surrender for
registration of transfer of any Preferred Securities Certificate at the office
or agency maintained pursuant to Section 509, 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 the manual or facsimile signature of such Administrative Trustee or Trustees.
The Securities Registrar shall not be required to register the transfer of any
of the Preferred Securities that have been called for redemption. At the option
of a Holder, the 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 509.

         (c)      Every Preferred Securities Certificate presented or
surrendered for registration of transfer or exchange, subject to the provisions
of Section 504, 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 canceled and subsequently disposed of by the Property Trustee in
accordance with its customary practice. The Trust shall not be required to (i)
issue, register the transfer of, or exchange any of the Preferred Securities
during a period beginning at the opening of business 15 calendar days before the
date of mailing of a notice of redemption of any of the Preferred Securities
called for redemption and ending at the close of business on the day of such
mailing; or (ii) register the transfer of or exchange any of the Preferred
Securities so selected for redemption, in whole or in part, except the
unredeemed portion of any such Preferred Securities being redeemed in part.

         (d)      No service charge shall be made for any registration of
transfer or exchange of Preferred Securities Certificates, subject to the
provisions of Section 504, 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 the Preferred Securities
Certificates.


                                       26
<PAGE>   32

         (e)      Preferred Securities may only be transferred, in whole or in
part, in accordance with the terms and conditions set forth in this Trust
Agreement. Any transfer or purported transfer of any Preferred Security not made
in accordance with this Trust Agreement shall be null and void. A Preferred
Security that is not a Global Preferred Security may be transferred, in whole or
in part, to a Person who takes delivery in the form of another Preferred
Security that is not a Global Preferred Security as provided in Section 505(a).
A beneficial interest in a Global Preferred Security may be exchanged for a
Preferred Security that is not a Global Preferred Security only as provided in
Section 504.

         SECTION 506.      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, the Property Trustee 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 506, 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 506
shall constitute conclusive evidence of an undivided beneficial 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 507.      PERSONS DEEMED THE SECURITYHOLDERS. The Trustees, the
Paying Agent and 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 508.      ACCESS TO LIST OF THE 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
January 15 and July 15 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 record date; and (b) promptly after
receipt by any Administrative Trustee or the Depositor of a request therefor
from the Property Trustee 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 the 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 or the Administrative Trustees
accountable by reason of the



                                       27
<PAGE>   33

disclosure of its name and address, regardless of the source from which such
information was derived.

         SECTION 509.      MAINTENANCE OF OFFICE OR AGENCY. The Administrative
Trustees shall maintain in a location or locations designated by the
Administrative Trustees, an office or offices or agency or agencies where the
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 Corporate Trust Administration Department of
the Property Trustee, 101 Barclay Street, 21st Floor, New York, New York 10286,
as the principal corporate trust office for such purposes. The Administrative
Trustees shall give prompt written notice to the Depositor and to the
Securityholders of any change in the location of the Securities Register or any
such office or agency.

         SECTION 510.      APPOINTMENT OF THE PAYING AGENT. The Paying Agent
shall initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee must be acceptable to the Administrative Trustees and the
Depositor. The Paying Agent shall make Distributions to the 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. 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 Property Trustee 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 the 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 shall 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 801, 803 and 806 shall apply to the
Property Trustee also in its role as the Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other Paying Agent appointed hereunder. Any reference in this Trust Agreement to
the Paying Agent shall include any co-paying agent unless the context requires
otherwise.

         SECTION 511.      OWNERSHIP OF THE COMMON SECURITIES BY THE DEPOSITOR.
On the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. To the fullest extent permitted by
law, any attempted transfer of the Common Securities (other than a transfer in
connection with a merger or consolidation of the Depositor into another
corporation pursuant to Section 10.1 of the Indenture) 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".


                                       28
<PAGE>   34

         SECTION 512.      THE PREFERRED SECURITIES CERTIFICATES.

         (a)      Each owner shall receive a Preferred Securities Certificate
representing such owner's interest in such Preferred Securities. Upon the
issuance of the Preferred Securities Certificates, the Trustees shall recognize
the record holders of the Preferred Securities Certificates as the
Securityholders. The Preferred Securities Certificates shall be issued in the
form of one or more fully registered Global Preferred Securities Certificates
which will be deposited with or on behalf of the Clearing Agency and registered
in the name of the Clearing Agency's nominee. Unless and until it is
exchangeable in whole or in part for the Preferred Securities in definitive
form, a global security may not be transferred except as a whole by the Clearing
Agency to a nominee of the Clearing Agency or by a nominee of the Clearing
Agency to the Clearing Agency or another nominee of the Clearing Agency or by
the Clearing Agency or any such nominee to a successor of such Clearing Agency
or a nominee of such successor.

         (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 513.      NOTICES. To the extent that a notice or other
communication to the Holders is required under this Trust Agreement, for so long
as Preferred Securities are represented by a Global Preferred Securities
Certificate, the Trustees shall give all such notices and communications
specified herein to be given to the Clearing Agency, and, except as set forth
herein or in Rule 3a-7 under the Investment Company Act with respect to the
Property Trustee, shall have no obligation to provide notice to the owners of
the beneficial interest in the Global Preferred Securities.

         SECTION 514.      RIGHTS OF THE 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 209,
and the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights. When issued and delivered to Holders
of the Preferred Securities against payment of the purchase price therefor, the
Preferred Securities shall be fully paid and nonassessable interests in the
Trust. The Holders of the Preferred Securities, in their capacities as such,
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

         (b)      For so long as any of the Preferred Securities remain
Outstanding, if, upon a Debt Security Event of Default, the Debenture Trustee
fails or the holders of not less than 25% in principal amount of the outstanding
Debt Securities fail to declare the principal of all of the Debt Securities to
be immediately due and payable, the Holders of at least 25% in Liquidation
Amount of the Preferred Securities then Outstanding shall have such right by a
notice in writing to the Depositor and the Debenture Trustee; and upon any such
declaration such principal amount of and the accrued interest on all of the Debt
Securities shall become immediately due and payable, provided that the


                                       29
<PAGE>   35

payment of principal and interest on such Debt Securities shall remain
subordinated to the extent provided in the Indenture.

         (c)      For so long as any of the Preferred Securities remain
Outstanding, upon a Debt Security Event of Default arising from the failure to
pay interest or principal on the Debt Securities, the Holders of any of the
Preferred Securities then Outstanding shall, to the fullest extent permitted by
law, have the right to directly institute proceedings for enforcement of payment
to such Holders of principal of or interest on the Debt Securities having a
principal amount equal to the Liquidation Amount of the Preferred Securities of
such Holders.

                                   ARTICLE VI.
                  ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING

         SECTION 601.      LIMITATIONS ON VOTING RIGHTS.

         (a)      Except as provided in this Section 601, in Sections 810 and
1002 and in the Indenture and as otherwise set forth in the Guarantee or
required by law, no record 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 Debt Securities are held by the Property
Trustee, on behalf of the Trust, the Trustees shall not (i) direct the time,
method and place of conducting any proceeding for any remedy available to the
Debenture Trustee, or executing any trust or power conferred on the Debenture
Trustee with respect to such Debt Securities; (ii) waive any past default which
is waivable under Article [VII] of the Indenture; (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debt Securities
shall be due and payable; or (iv) consent to any amendment, modification or
termination of the Indenture or the Debt Securities, 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 the Outstanding Preferred
Securities; provided, however, that where a consent under the Indenture would
require the consent of each holder of outstanding Debt Securities affected
thereby, no such consent shall be given by the Property Trustee without the
prior written consent of each holder of the Preferred Securities. The Trustees
shall not revoke any action previously authorized or approved by a vote of the
Holders of the Outstanding Preferred Securities, except when authorized by a
subsequent vote of the Holders of the Outstanding Preferred Securities. The
Property Trustee shall notify each holder of the Outstanding Preferred
Securities of any notice of default received from the Debenture Trustee with
respect to the Debt Securities. 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 shall
continue to be classified as a grantor trust and not 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 the powers, preferences or special rights of the holders of the Preferred
Securities, whether by way of amendment to the Trust



                                       30
<PAGE>   36

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 the Outstanding Preferred Securities as a class shall be entitled to
vote on such amendment or proposal and such amendment or proposal shall not be
effective except with the approval of the Holders of, with respect to matters
described in (i) above, at least 66 2/3% in Liquidation Amount of the
Outstanding Preferred Securities and with respect to matters described in (ii)
above, at least a Majority in Liquidation Amount of the Outstanding Preferred
Securities. No amendment to this Trust Agreement may be made if, as a result of
such amendment, the Trust would cease to be classified as a grantor trust or
would be classified as an association taxable as a corporation for United States
federal income tax purposes.

         SECTION 602.      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 1008 to each
Preferred Securityholder of record, at his or her 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 603.      MEETINGS OF THE PREFERRED SECURITYHOLDERS.

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

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

         (c)      If a quorum is present at a meeting, an affirmative vote by
the Preferred Securityholders of record present, in person or by proxy, holding
more than a majority of the Preferred Securities (based upon their aggregate
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 604.      VOTING RIGHTS. The Securityholders shall be entitled
to one vote for each dollar value of Liquidation Amount represented by their
Trust Securities (with any fractional multiple thereof rounded up or down as the
case may be to the closest integral multiple) in respect of any matter as to
which such Securityholders are entitled to vote (and such dollar value shall be
$_____ per Preferred Security until such time, if any, as the Liquidation Amount
is changed as provided herein).



                                       31
<PAGE>   37

         SECTION 605.      PROXIES, ETC. At any meeting of the Securityholders,
any Securityholder entitled to vote thereat may vote by proxy, provided that no
proxy, shall be voted at any meeting unless it shall have been placed on file
with the Administrative Trustees, or with such other officer or agent of the
Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Only Holders 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 606.      SECURITYHOLDER ACTION BY WRITTEN CONSENT. Any action
which may be taken by the Securityholders at a meeting may be taken without a
meeting if the Securityholders holding more than a majority of all of the
Outstanding Trust Securities (based upon their aggregate 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 607.      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 the Securityholders or the payment of
Distribution or other action, as the case may be, as a record date for the
determination of the identity of the Securityholders of record for such
purposes.

         SECTION 608.      ACTS OF THE SECURITYHOLDERS.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Trust Agreement to
be given, made or taken by the 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 801) conclusive in favor
of the Trustees, if made in the manner provided in this Section 608.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof.
Where such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate


                                       32
<PAGE>   38

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

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

         (d)      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.

         (e)      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.

         (f)      A Securityholder may institute a legal proceeding directly
against the Depositor under the Guarantee to enforce its rights under the
Guarantee without first instituting a legal proceeding against the Guarantee
Trustee (as defined in the Guarantee), the Trust or any Person.

         SECTION 609.      INSPECTION OF RECORDS. Upon reasonable notice to the
Administrative Trustees and the Property Trustee, the records of the Trust shall
be open to inspection and copying by any Securityholder and its authorized
representatives during normal business hours for any purpose reasonably related
to such Securityholder's interest as a Securityholder.

                                  ARTICLE VII.
                         REPRESENTATIONS AND WARRANTIES

         SECTION 701.      REPRESENTATIONS AND WARRANTIES OF THE BANK AND THE
PROPERTY TRUSTEE. The Bank and the Property Trustee, each severally on behalf of
and as to itself, as of the date hereof, and each successor Property Trustee at
the time of the successor Property Trustee's acceptance of its appointment as
Property Trustee hereunder (in the case of a successor Property Trustee, the
term "Bank" as used herein shall be deemed to refer to such successor Property
Trustee in its separate corporate capacity) hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

         (a)      the Bank is a banking corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation;

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

         (c)      this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and constitutes the valid and legally binding
agreement of the Property Trustee enforceable against it in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent



                                       33
<PAGE>   39

transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors, rights and to general equity principles;

         (d)      the execution, delivery and performance by the Property
Trustee of this Trust Agreement has been duly authorized by all necessary
corporate or other action on the part of the Property Trustee and does not
require any approval of stockholders of the Bank and such execution, delivery
and performance shall not (i) violate the Bank's charter or by-laws; (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 Bank is a party or by which it is bound; or
(iii) violate any law, governmental rule or regulation of the United States or
its jurisdiction of incorporation, as the case may be, governing the banking or
trust powers of the Bank or the Property Trustee (as appropriate in context) or
any order, judgment or decree applicable to the Property Trustee or the Bank;

         (e)      neither the authorization, execution or delivery by the
Property Trustee of this Trust Agreement nor the consummation of any of the
transactions by the Property Trustee contemplated herein 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 or trust powers of the Bank or the
Property Trustee, as the case may be, under the laws of the United States or its
jurisdiction of incorporation; and

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

         (g)      the Property Trustee is a Person eligible pursuant to the
Trust Indenture Act to act as such and has a combined capital and surplus of at
least $50,000,000.

         SECTION 702.      REPRESENTATIONS AND WARRANTIES OF THE DELAWARE BANK
AND THE DELAWARE TRUSTEE. The Delaware Bank and the Delaware Trustee, each
severally on behalf of and as to itself, as of the date hereof, and each
successor Delaware Trustee at the time of the successor Delaware Trustee's
acceptance of appointment as Delaware Trustee hereunder (the term "Delaware
Bank" being used to refer to such successor Delaware Trustee in its separate
corporate capacity), hereby represents and warrants (as applicable) for the
benefit of the Depositor and the Securityholders that:

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

         (b)      the Delaware Bank 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;



                                       34
<PAGE>   40

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

         (d)      the execution, delivery and performance by the Delaware
Trustee of this Trust Agreement has been duly authorized by all necessary
corporate or other action on the part of the Delaware Trustee and does not
require any approval of stockholders of the Delaware Bank and such execution,
delivery and performance shall not (i) violate the Delaware Bank's charter or
by-laws; (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 Delaware Bank 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
banking or trust powers of the Delaware Bank or the Delaware Trustee (as
appropriate in context) or any order, judgment or decree applicable to the
Delaware Bank or the Delaware Trustee;

         (e)      neither the authorization, execution or delivery by the
Delaware Trustee of this Trust Agreement nor the consummation of any of the
transactions by the Delaware Trustee 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 or trust powers of the
Delaware Bank or the Delaware Trustee, as the case may be, under the laws of the
United States or the State of Delaware; and

         (f)      there are no proceedings pending or, to the best of the
Delaware Trustee's knowledge, threatened against or affecting the Delaware Bank
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 Delaware Trustee to enter into or perform its
obligations as one of the Trustees under this Trust Agreement.

         SECTION 703.      REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The
Depositor hereby represents and warrants for the benefit of the Securityholders
that:

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

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


                                       35
<PAGE>   41

                                  ARTICLE VIII.
                                    TRUSTEES

         SECTION 801.      CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)      The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. No Administrative Trustee nor the Delaware Trustee shall be liable for its
act or omissions hereunder except as a result of its own gross negligence or
willful misconduct. The Property Trustee's liability shall be determined under
the Trust Indenture Act. 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 801. To the extent that, at law or in equity, the
Delaware Trustee or an Administrative Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Trust or to the Securityholders,
the Delaware Trustee or 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 Delaware Trustee
or 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 Delaware Trustee and the Administrative Trustees, as the case
may be.

         (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 shall look
solely to the revenue and proceeds from the Trust Property to the extent legally
available for distribution to it as herein provided and that the Trustees are
not personally liable to it for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security. This
Section 801(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Trust Agreement or, in the case of the Property Trustee, in
the Trust Indenture Act.

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

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

                  (ii)  the Property Trustee shall not be liable with respect to
         any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of not less than a
         majority in Liquidation Amount of the Trust Securities relating to the
         time,


                                       36
<PAGE>   42

         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 Debt Securities
         and the Payment Account shall be to deal with such property in a
         similar manner as the Property Trustee deals with similar property for
         its own account, subject to the protections and limitations on
         liability afforded to the Property Trustee under this Trust Agreement
         and the Trust Indenture Act;

                  (iv)     the Property Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         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
         301 and except to the extent otherwise required by law; and

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

         SECTION 802.      CERTAIN NOTICES.

         (a)      Within 5 Business Days after the occurrence of any Event of
Default actually known to the Property Trustee, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 1008, 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. For
purposes of this Section 802, the term "Event of Default" means any event that
is, or after notice or lapse of time or both would become, an Event of Default.

         (b)      The Administrative Trustees shall transmit to the
Securityholders in the manner and to the extent provided in Section 1008 notice
of the Depositor's election to begin or further extend any Extended Interest
Period on the Debt Securities (unless such election shall have been revoked),
and of any election by the Depositor to extend or accelerate the Maturity Date
of the Debt Securities within the time specified for transmitting such notice to
the holders of the Debt Securities pursuant to the Indenture as originally
executed.

         SECTION 803.      CERTAIN RIGHTS OF THE PROPERTY TRUSTEE.  Subject to
the provisions of Section 801:

         (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;




                                       37
<PAGE>   43


         (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 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 10
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 2 Business Days), it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Trust Agreement as
it shall deem advisable and in the best interests of the Securityholders, in
which event the Property Trustee shall have no liability except for its own bad
faith, negligence or willful misconduct;

         (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 conclusively 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, any filing under tax or securities laws or any filing
under tax or securities laws) or any rerecording, refiling or reregistration
thereof;

         (f) the Property Trustee may consult with counsel of its choice (which
counsel may be counsel to the Depositor or any of its Affiliates) 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,
order 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 that might be incurred by it in compliance with such request, order
or direction; nothing contained herein shall, however, relieve the Property
Trustee of the obligation, upon the occurrence of an Event of Default (that has
not been cured or waived) to exercise such of the rights and powers vested in it
by



                                       38
<PAGE>   44


this Trust Agreement, and to use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs;

         (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 the Holders of not less than a majority
in Liquidation Amount of the Securities, but the Property Trustee may make such
further inquiry or investigation into such facts or matters as it may see fit;

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

         (j) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive 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 804.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The Recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Trust, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Depositor of the proceeds of the Debt Securities.

         SECTION 805.   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 the Trust Securities and, subject to Sections 808 and
813 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 806.   COMPENSATION; INDEMNITY; FEES.  The Depositor agrees:

         (a) 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


                                       39

<PAGE>   45

regard to the compensation of a trustee of an express trust, in the case of the
Property Trustee as set forth in a written agreement between the Depositor and
the Property Trustee);

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

         (c) to indemnify each of the Trustees or any predecessor Trustee for,
and to hold the Trustees harmless against, any loss, damage, claims, liability,
penalty or expense incurred without negligence or bad faith on its part, arising
out of or in connection with the acceptance or administration of this Trust
Agreement, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder, except any such expense, disbursement or advance as
may be attributable to such Trustee's negligence, bad faith or willful
misconduct (or, in the case of the Administrative Trustees or the Delaware
Trustee, any such expense, disbursement or advance as may be attributable to
its, his or her gross negligence, bad faith or willful misconduct).

         No Trustee may claim any Lien or charge on any Trust Property as a
result of any amount due pursuant to this Section 806.

         SECTION 807.   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 the Trust is excluded from the
definition of an "investment company" under the Investment Company Act solely by
reason of Rule 3a-7, then at all times, to the extent required by such Rule
3a-7, the Property Trustee shall possess the requisite qualification to hold
"eligible assets" and shall otherwise comply with the applicable requirements of
such Rule. 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 807, 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 807, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VIII. The Property Trustee and the Delaware Trustee may, but need not
be, the same person.

         (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.


                                       40
<PAGE>   46

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

         SECTION 809.   CO-TRUSTEES AND SEPARATE TRUSTEE.

         (a) Unless an Event of Default shall have occurred and be continuing,
at any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor shall have power to appoint,
and upon the written request of the Property Trustee, the Depositor shall for
such purpose join with the Property Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to appoint,
one or more Persons approved by the Property Trustee either to act as
co-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 809. 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 Debt Security 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 809 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.

         (b) 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.

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

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

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



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<PAGE>   47

         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.

                  (iii) The Property Trustee at any time, by an instrument in
         writing executed by it, with the written concurrence of the Depositor,
         may accept the resignation of or remove any co-trustee or separate
         trustee appointed under this Section 809, and, in case a Debt Security
         Event of Default has occurred and is continuing, the Property Trustee
         shall have the 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 809.

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

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

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

         SECTION 810.   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a) No resignation or removal of any Trustee (the "Relevant Trustee")
and no appointment of a successor Trustee pursuant to this Article VIII shall
become effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 811.

         (b) Subject to the immediately preceding paragraph, the Relevant
Trustee may resign at any time with respect to the Trust Securities by giving
written notice thereof to the Securityholders. If the instrument of acceptance
by the successor Trustee required by Section 811 shall not have been delivered
to the Relevant Trustee within 30 days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Depositor,
any court of competent jurisdiction for the appointment of a successor Relevant
Trustee with respect to the Trust Securities.

         (c) Unless a Debt Security Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time only by an Act of the Common
Securityholder. If a Debt Security Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by an Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its


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<PAGE>   48

individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Common Securityholder at any time.

         (d) If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any cause, at a time when no Debt Security Event of Default shall have occurred
and be continuing, the Common Securityholder, by an Act of the Common
Securityholder delivered to the retiring Trustee, shall promptly appoint a
successor Trustee or Trustees with respect to the Trust Securities and the
Trust, and the successor Trustee shall comply with the applicable requirements
of Section 811. 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 Debt Security Event of
Default shall have occurred and is continuing, the Preferred Securityholders, by
an 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 with
respect to the Trust Securities and the Trust, and such successor Trustee shall
comply with the applicable requirements of Section 811. If an Administrative
Trustee shall resign, be removed or become incapable of acting as an
Administrative Trustee, at a time when a Debt Security Event of Default shall
have occurred and be continuing, the Common Securityholder, by an Act of the
Common Securityholder delivered to an Administrative Trustee, shall promptly
appoint a successor Administrative Trustee or Administrative Trustees with
respect to the Trust Securities and the Trust, and such successor Administrative
Trustee or Administrative Trustees shall comply with the applicable requirements
of Section 811. If no successor Relevant Trustee with respect to the Trust
Securities shall have been so appointed by the Common Securityholder or the
Preferred Securityholders and accepted appointment in the manner required by
Section 811, any Securityholder who has been a Securityholder of Trust
Securities for six consecutive months on behalf of himself or herself and all
others similarly situated may petition a court of competent jurisdiction for the
appointment of a successor Relevant Trustee with respect to the Trust
Securities.

         (e) The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all the
Securityholders in the manner provided in Section 1008 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

         (f) Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee 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 the 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 set forth in Section 807).

         SECTION 811.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a) In case of the appointment hereunder of a successor Relevant
Trustee with respect to the Trust Securities and the Trust, the retiring
Relevant Trustee and each successor Relevant Trustee with respect to the Trust
Securities shall execute and deliver an instrument hereto wherein each



                                       43

<PAGE>   49

successor Relevant Trustee shall accept such appointment and which shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Relevant Trustee all the rights, powers, trusts
and duties of the retiring Relevant Trustee with respect to the Trust Securities
and the Trust and upon the execution and delivery of such instrument 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 with respect to the
Trust Securities and the Trust; 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 the Trust Property, all proceeds
thereof and money held by such retiring Relevant Trustee hereunder with respect
to the Trust Securities and the Trust.

         (b) 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 immediately preceding paragraph, as the case may be.

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

         SECTION 812.   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any Person into which the Property Trustee, the Delaware Trustee or
any Administrative Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any
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 Person shall be otherwise qualified and eligible under
this Article VIII, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

         SECTION 813.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE DEPOSITOR
OR THE 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 Debt Securities or the Trust Securities), the Property Trustee or the
Delaware Trustee, as the case may be, shall be subject to 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 the Trust (or
any such other obligor).

         SECTION 814.   REPORTS BY THE PROPERTY TRUSTEE.

         (a) The Property Trustee shall transmit to the Securityholders such
reports concerning the Property Trustee, its actions under this Trust Agreement
and the property and funds in its possession as the Property Trustee as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.

         (b) A copy of each such report shall, at the time of such transmission
to the Holders, be filed by the Property Trustee with The New York Exchange,
Inc., and each national securities exchange or other self-regulatory
organization upon which the Trust Securities are listed or included, and also
with the Commission and the Depositor.



                                       44

<PAGE>   50

         SECTION 815.   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 816.   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 817.   NUMBER OF TRUSTEES.

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

         (b) If a Trustee ceases to hold office for any reason and the number of
the Administrative Trustees is not reduced pursuant to Section 817(a), or if the
number of the Trustees is increased pursuant to Section 817(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 810.

         (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of the Administrative
Trustees shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 810, 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 818.   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
207(a); 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 the Trust, as set forth herein.

         SECTION 819.   VOTING. Except as otherwise provided in this Trust
Agreement, the consent or approval of the Administrative Trustees shall require
consent or approval by not less than a majority of the Administrative Trustees,
unless there are only two, in which case both must consent.


                                       45

<PAGE>   51

                                   ARTICLE IX.
                       TERMINATION, LIQUIDATION AND MERGER

         SECTION 901.   TERMINATION UPON EXPIRATION DATE. Unless earlier
dissolved, the Trust shall automatically dissolve           20   (the
"Expiration Date") subject to distribution of the Trust Property in accordance
with Section 904.

         SECTION 902.   EARLY TERMINATION.  The first to occur of any of the
following events is an "Early Termination Event:"

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

         (b) delivery of written direction to the Property Trustee by the
Depositor at any time (which direction is wholly optional and within the
discretion of the Depositor) to dissolve the Trust and distribute the Debt
Securities to the Securityholders in exchange for the Preferred Securities in
accordance with Section 904;

         (c) the redemption of all of the Preferred Securities in connection
with the redemption of all of the Debt Securities (whether upon a Debt Security
Redemption Date or the maturity of the Debenture);

         (d) the entrance of an order for dissolution of the Trust shall have
been entered by a court of competent jurisdiction; and

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

         SECTION 903.   TERMINATION. The respective obligations and
responsibilities of the Trustees and the Trust created and continued hereby
shall terminate upon the latest to occur of the following: (a) the distribution
by the Property Trustee to the Securityholders upon the liquidation of the Trust
pursuant to Section 904, or upon the redemption of all of the Trust Securities
pursuant to Section 402, of all amounts required to be distributed hereunder
upon the final payment of the Trust Securities; (b) the payment of any expenses
owed by the Trust; (c) the discharge of all administrative duties of the
Administrative Trustees, including the performance of any tax reporting
obligations with respect to the Trust or the Securityholders; and (d) the filing
of a Certificate of Cancellation by the Administrative Trustee under the
Delaware Business Trust Act.

         SECTION 904.   LIQUIDATION.

         (a) If an Early Termination Event specified in clause (a), (b), or (d)
of Section 902 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 Debt
Securities, subject to Section 904(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:


                                       46

<PAGE>   52

                  (i)   state the Liquidation Date;

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

                  (iii) provide such information with respect to the mechanics
         by which the Holders may exchange the Trust Securities Certificates for
         the Debt Securities, or, if Section 904(d) applies, receive a
         Liquidation Distribution, as the Administrative Trustees or the
         Property Trustee shall deem appropriate.

         (b) Except where Section 902(c) or 904(d) applies, in order to effect
the liquidation of the Trust and distribution of the Debt Securities to the
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debt Securities in exchange for the
Outstanding Trust Securities Certificates.

         (c) Except where Section 902(c) or 904(d) applies, after the
Liquidation Date, (i) the Trust Securities shall no longer be deemed to be
outstanding; (ii) certificates representing a Like Amount of the Debt Securities
shall be issued to the 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 Debt Securities
listed on the New York Stock Exchange or on such other securities exchange or
designated for inclusion in Nasdaq or such other organization as the Preferred
Securities are then listed, included or traded; (iv) any Trust Securities
Certificates not so surrendered for exchange shall be deemed to represent a Like
Amount of Debt Securities, accruing interest at the rate provided for in the
Debt Securities 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 shall be made to Holders of the Trust Securities Certificates with
respect to such Debt Securities); and (v) all rights of the Securityholders
holding the Trust Securities shall cease, except the right of such
Securityholders to receive the Debt Securities upon surrender of the Trust
Securities Certificates.

         (d) In the event that, notwithstanding the other provisions of this
Section 904, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debt Securities 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
dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution,
winding-up or other termination of the Trust, the Securityholders shall be
entitled to receive out of the assets of the Trust available for distribution to
the 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
dissolution, winding-up or termination, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the


                                       47
<PAGE>   53

Trust Securities shall be paid on a pro rata basis (based upon Liquidation
Amounts, subject to Section 408). The Holder of the Common Securities shall be
entitled to receive the Liquidation Distributions upon any such dissolution,
winding-up or termination pro rata (determined as aforesaid) with the Holders of
the Preferred Securities, except that, if a Debt Security Event of Default has
occurred and is continuing, the Preferred Securities shall have a priority over
the Common Securities.

         SECTION 905. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF
THE TRUST. The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Section 905. 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 into, consolidate, amalgamate, 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 (a) such successor
entity either (i) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities; or (ii) 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; (b) the
Depositor expressly appoints a trustee of such successor entity possessing
substantially the same powers and duties as the Property Trustee as the holder
of the Debt Securities; (c) the Successor Securities are listed or traded, or
any Successor Securities shall be listed or traded upon notification of
issuance, on any national securities exchange or other organization on which the
Preferred Securities are then listed, if any; (d) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect; (e)
such successor entity has a purpose substantially identical to that of the
Trust; (f) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (i) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect; and (ii) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity shall be required to register as an
"investment company" under the Investment Company Act; and (g) 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, the Debt Securities, this Trust Agreement
and the Expense Agreement. For purposes of this Section 905, any such
consolidation, merger, sale, conveyance, transfer or other disposition as a
result of which (a) the Depositor is not the surviving Person, and (b) the same
Person is not both (i) the primary obligor in respect of the Debt Securities and
(ii) the Guarantor under that certain Preferred Securities Guarantee Agreement
of even date herewith (the "Guarantee") between the Depositor and The Bank of
New York, as trustee, shall be deemed to constitute a replacement of the Trust
by a successor entity. Notwithstanding the foregoing, the Trust shall not,
except with the consent of the Holders of 100% in Liquidation Amount of the
Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to any other Person or permit

                                       48

<PAGE>   54

any other Person to consolidate, amalgamate, merge with or into, or replace it
if such consolidation, amalgamation, merger or replacement would cause the Trust
or the successor entity to be classified as other than a grantor trust for
United States federal income tax purposes.

                                   ARTICLE X.
                            MISCELLANEOUS PROVISIONS

         SECTION 1001. LIMITATION OF RIGHTS OF THE SECURITYHOLDERS. The death or
incapacity of any Person having an interest, beneficial or otherwise, in the
Trust Securities shall not operate to terminate this Trust Agreement, nor
entitle the legal representatives or heirs of such Person or any Securityholder
for such Person to claim an accounting, take any action or bring any proceeding
in any court for a partition or winding-up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

         SECTION 1002.     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) as
provided in Section 811 with respect to acceptance of appointment by a successor
Trustee; (ii) to cure any ambiguity, correct or supplement any provision herein
or therein which may be inconsistent with any other provision herein or therein,
or to make any other provisions with respect to matters or questions arising
under this Trust Agreement, that shall not be inconsistent with the other
provisions of this Trust Agreement; (iii) to modify, eliminate or add to any
provisions of this Trust Agreement to such extent as shall be necessary to
ensure that the Trust shall be classified for United States federal income tax
purposes as a grantor trust at all times that any of the Trust Securities are
outstanding or to ensure that the Trust shall not be required to register as an
"investment company" under the Investment Company Act; or (iv) to reduce or
increase the Liquidation Amount per Trust Security and simultaneously to
correspondingly increase or decrease the number of Trust Securities issued and
Outstanding solely for the purpose of maintaining the eligibility of the
Preferred Securities for quotation or listing on or inclusion in any national
securities exchange or other organization on or in which the Preferred
Securities are then quoted, listed or included (including, if applicable, the
New York Stock Exchange); or (v) to conform to any changes in Rule 3a-5 and/or
Rule 3a-7, provided, however, that in the case of clauses (ii) and (v), such
action shall not adversely affect the interests of any Securityholder, and
provided further, that in the case of clause (iv) the aggregate Liquidation
Amount of the Trust Securities Outstanding upon completion of any such reduction
must be the same as the aggregate Liquidation Amount of the Trust Securities
outstanding immediately prior to such reduction or increase, and any amendments
of this Trust Agreement shall become effective when notice thereof is given to
the Securityholders (or, in the case of an amendment pursuant to clause (iv), as
of the date specified in the notice).

         (b) Except as provided in Section 601(c) or Section 1002(c) hereof, any
provision of this Trust Agreement may be amended by the Trustees and the
Depositor (i) with the consent of the Trust Securityholders representing not
less than a majority (based upon Liquidation Amounts) of the Trust Securities
then Outstanding; and (ii) upon 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 shall not affect the Trust's status
as a grantor trust for United States federal income



                                       49
<PAGE>   55

tax purposes or the Trust's exemption from status of an "investment company"
under the Investment Company Act.

         (c) In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 603 or 606 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date; or (ii) restrict the right of a 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
(such consent being obtained in accordance with Section 603 or 606 hereof), this
paragraph (c) of this Section 1002 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 Investment Company Act or to fail or
cease to be classified as a grantor trust for United States federal income tax
purposes.

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

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

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

         SECTION 1003.  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 1004.  GOVERNING LAW. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES).

         SECTION 1005.  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 which is a Business Day, except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any reduction of interest or any other
payment



                                       50
<PAGE>   56

in respect of any such acceleration), in each case with the same force and
effect as though made on the date fixed for such payment, and no distribution
shall accumulate thereon for the period after such date.

         SECTION 1006.  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(s), including any successor by operation of law. Except in
connection with a consolidation, merger or sale involving the Depositor that is
permitted under Article XII 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 1007.  HEADINGS.  The Article and Section headings are for
convenience only and shall not affect the construction of this Trust Agreement.

         SECTION 1008. 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 Reinsurance Group of America,
Incorporated, 1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017-6039,
Attention: Executive Vice President and Chief Financial Officer, facsimile no.:
(636) 736-_____. Any notice to the Preferred Securityholders shall also be given
to such owners as have, within two years preceding the giving of such notice,
filed their names and addresses with the Property Trustee for that purpose. 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 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 Property Trustee to The Bank of New York, 101 Barclay
Street, 21st Floor, New York, New York 10286 Attention: Corporate Trust
Administration 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 [RGA Capital Trust I/
RGA Capital Trust II], c/o Chief Financial Officer, Reinsurance Group of
America, Incorporated." 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 1009. AGREEMENT NOT TO PETITION. Each of the Trustees and the
Depositor agrees for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, 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


                                       51

<PAGE>   57

limitation, the United States Bankruptcy Code of 1978, as amended)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor or any of the Trustees takes action in violation of this Section 1009,
the Property Trustee agrees, for the benefit of the Securityholders, that at the
expense of the Depositor (which expense shall be paid prior to the filing), it
shall file an answer with the bankruptcy court or otherwise properly contest the
filing of such petition by the Depositor or such Trustee against the Trust or
the commencement of such action and raise the defense that the Depositor or such
Trustee has agreed in writing not to take such action and should be stopped and
precluded therefrom. The provisions of this Section 1009 shall survive the
termination of this Trust Agreement.

         SECTION 1010.  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 to be excluded, as the case may be.

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

                  [remainder of page intentionally left blank]




                                       52
<PAGE>   58




         SECTION 1011.  ACCEPTANCE OF TERMS OF THE TRUST AGREEMENT, THE
GUARANTEE AND THE 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 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.


                                            REINSURANCE GROUP OF AMERICA,
                                            INCORPORATED,
                                            as Depositor



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


                                            THE BANK OF NEW YORK,
                                            as Property Trustee



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


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



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





                                       53

<PAGE>   59


                                  ----------------------------------------------
                                  [Jack B. Lay], as Administrative Trustee



                                  ----------------------------------------------
                                  [A. Greig Woodring], as Administrative Trustee



                                  ----------------------------------------------
                                  [Todd C. Larson], as Administrative Trustee



                                       54

<PAGE>   60


                                    EXHIBIT A



                              CERTIFICATE OF TRUST
                                       OF
                   [RGA CAPITAL TRUST I/RGA CAPITAL TRUST II]


         This Certificate of Trust of [RGA Capital Trust I/[RGA Capital Trust
II] (the "Trust") is being executed and filed on behalf of the Trust by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

         1. Name. The name of the business trust formed hereby is [RGA Capital
Trust I/RGA Capital Trust II].

         2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is The Bank of New York (Delaware), White
Clay Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust
Department.

         3. Effective Date. This Certificate of Trust shall be effective upon
filing.

         In witness whereof, the undersigned have duly executed this Certificate
of Trust in accordance with Section 3811(a)(1) of the Act.


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

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


                                           -------------------------------------
                                           [Jack B. Lay]
                                           Trustee


                                           -------------------------------------
                                           [A. Greig Woodring]
                                           Trustee


                                           -------------------------------------
                                           [Todd C. Larson]
                                           Trustee





                                      A-1
<PAGE>   61




                                    EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE

     CERTIFICATE NUMBER                      NUMBER OF COMMON SECURITIES       .


                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                   [RGA CAPITAL TRUST I/RGA CAPITAL TRUST II]

                                COMMON SECURITIES
                 LIQUIDATION AMOUNT $[1,000] PER COMMON SECURITY

         [RGA CAPITAL TRUST I/RGA CAPITAL TRUST II], a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies

that REINSURANCE GROUP OF AMERICA, INCORPORATED (the "Holder") is the
registered owner of           ( ) common securities of the Trust representing
undivided beneficial interests in the assets of the Trust and designated the   %
Common Securities (liquidation amount $[1,000] per Common Security) (the "Common
Securities"). In accordance with Section 511 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           , 20  ,
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 shall 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.

    IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this    day of               , 20  .

                                   [RGA CAPITAL TRUST I/RGA CAPITAL TRUST II]


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




                                      C-1
<PAGE>   62


                                    EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

                  AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement")
dated as of       , 20   between REINSURANCE GROUP OF AMERICA, INCORPORATED, a
Missouri corporation (the "Company"), and [RGA CAPITAL TRUST I / RGA CAPITAL
TRUST II], a Delaware business trust (the "Trust").

                                    RECITALS

         WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive   % Junior Subordinated Debt Securities (the "Debt
Securities") from, the Company and to issue and sell               of its    %
Cumulative Trust Preferred Securities (the "Preferred Securities") with such
powers, preferences and special rights and restrictions as are set forth in the
Amended and Restated Trust Agreement of the Trust dated as of            , 20  ,
as the same may be amended from time to time (the "Trust Agreement");

         WHEREAS, the Company shall directly or indirectly own all of the Common
Securities of the Trust and shall issue the Debt Securities;

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

                                    ARTICLE I

         SECTION 1.1.   GUARANTEE BY THE COMPANY.

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

         SECTION 1.2.   TERM OF AGREEMENT.

         This Agreement shall terminate and be of no further force and effect
upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise); and (b) the date on which there
are no Beneficiaries remaining; provided, however, that this Agreement shall
continue to be


                                      D-1


<PAGE>   63

effective or shall be reinstated, as the case may be, if at any time any holder
of the Preferred Securities or any Beneficiary must restore payment of any sums
paid under the Preferred Securities, under any obligation under the Preferred
Securities Guarantee Agreement dated the date hereof by the Company and The Bank
of New York, as trustee, or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.

         SECTION 1.3.   WAIVER OF NOTICE.

         The Company hereby waives notice of acceptance of this Agreement and of
any obligation to which it applies or may apply, and the Company hereby waives
presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

         SECTION 1.4.   NO IMPAIRMENT.

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

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

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

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

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

         SECTION 1.5.   ENFORCEMENT.

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


                                      D-2

<PAGE>   64


                                   ARTICLE II

         SECTION 2.1.   BINDING EFFECT.

         All guarantees and agreements contained in this Agreement shall bind
the successors, assigns, receivers, trustees and representatives of the Company
and shall inure to the benefit of the Beneficiaries.

         SECTION 2.2.   AMENDMENT.

         So long as there remains any Beneficiary or any Preferred Securities of
any series are outstanding, this Agreement shall not be modified or amended in
any manner adverse to such Beneficiary or to the holders of the Preferred
Securities.

         SECTION 2.3.   NOTICES.

         Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same by facsimile
transmission (confirmed by mail), telex, or by registered or certified mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of an answer back, if sent by telex):

         [RGA Capital Trust I / RGA Capital Trust II] c/o Reinsurance Group of
America, Incorporated, 1370 Timberlake Manor Parkway, Chesterfield, Missouri
63017-6039, Attention: Executive Vice President and Chief Financial Officer,
facsimile no.: (636) 736-     .

         Reinsurance Group of America, Incorporated, 1370 Timberlake Manor
Parkway, Chesterfield, Missouri 63017-6039, Attention: Executive Vice President
and Chief Financial Officer, facsimile no.: (636) 736-     . Attention: Chief
Financial Officer.

         SECTION 2.4.   GOVERNING LAW.

         This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Delaware (without regard to conflict of
laws principles).



         [The remainder of this page has been left blank intentionally]


                                      D-3


<PAGE>   65


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


                               REINSURANCE GROUP OF AMERICA, INCORPORATED



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


                                   [RGA CAPITAL TRUST I / RGA CAPITAL TRUST II]

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



                                      D-4

<PAGE>   66




                                    EXHIBIT D


Certificate Number                            Number of Preferred Securities



                                               CUSIP NO.


                   Certificate Evidencing Preferred Securities

                                       of
                  [RGA CAPITAL TRUST I / RGA CAPITAL TRUST II]

                     % Cumulative Trust Preferred Securities
              (Liquidation Amount $[1,000] per Preferred Security)


         RGA CAPITAL TRUST I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that
(the "Holder") is the registered owner of       preferred securities (the
"Preferred Securities") of the Trust representing undivided beneficial interests
in the assets of the Trust and designated the   % Cumulative Trust Preferred
Securities (Liquidation Amount $[1,000] per Preferred Security). 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 505 of the Trust
Agreement (as defined herein). 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           , 20  , as the same may be amended from time to time (the "Trust
Agreement"), including the designation of the terms of the Preferred Securities
as set forth therein. The Holder is entitled to the benefits of the Preferred
Securities Guarantee Agreement entered into by Reinsurance Group of America,
Incorporated, a Missouri corporation, and The Bank of New York, as trustee,
dated as of                  , 20   (the "Guarantee"), to the extent provided
therein. The Trust shall 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.

         Unless the Certificate of Authentication has been manually executed by
the Authentication Agent, this Certificate is not valid or effective.



                                      E-1

<PAGE>   67


         IN WITNESS WHEREOF, the Administrative Trustees of the Trust have
executed this certificate as of this     th day of             , 20  .



                                    [RGA CAPITAL TRUST I / RGA CAPITAL TRUST II]



                                    By:
                                         ---------------------------------------
                                         [Jack B. Lay]
                                         Administrative Trustee


                                    By:
                                         ---------------------------------------
                                         [A. Greig Woodring]
                                         Administrative Trustee


                                    By:
                                         ---------------------------------------
                                         [Todd C. Larson]
                                         Administrative Trustee





                      FORM OF CERTIFICATE OF AUTHENTICATION

                          CERTIFICATE OF AUTHENTICATION

         This is one of the   % Cumulative Trust Preferred Securities referred
to in the within-mentioned Amended and Restated Trust Agreement.

Dated:

                                       ,
---------------------------------------
as Authenticating Agent and Registrar



By:
   -----------------------------------------
         Authorized Signatory




                                      E-2
<PAGE>   68


                        [FORM ON REVERSE OF CERTIFICATE]

         The Trust will furnish without charge to any registered owner of
Preferred Securities who so requests, a copy of the Trust Agreement and the
Guarantee. Any such request should be in writing and addressed to [RGA Capital
Trust I / RGA Capital Trust II], c/o Reinsurance Group of America, Incorporated,
1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017-6039 or to the
Registrar named on the face of this Certificate.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


<TABLE>
<S>                                                        <C>
         TEN COM  -  as tenants in common                  UNIF GIFT MIN ACT -_______Custodian_____________________
                                                                              (Cust)                (Minor)
         TEN ENT  -  as tenants by the entireties                             under Uniform Gifts to
                                                                              Minors Act___________________________
                                                                                                (State)

         JT TEN      as joint tenants with right of         UNIF TRF MIN ACT -_______Custodian
                     survivorship and not as tenants                          (until age)__________________________
                     in common                                                ___________under Uniform
                                                                                (Minor)
                                                                              Transfers to Minors
                                                                              Act__________________________________
                                                                                              (State)
         TOD      -  transfer on death direction in
                     event owner's death, to person
                     named on face and subject to TOD
                     rules referenced
</TABLE>

         Additional abbreviations may also be used though not in the above list.

         FOR VALUE RECEIVED,_________________________ hereby sell, assign and
transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________

_______________________________________



_____________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)



________________________________________________________________________________

________________________________________________________________________________

______________________________ Preferred Securities represented by the within
Certificate, and do hereby irrevocably constitute and appoint
___________________________________________________________ Attorney to
transfer the said Preferred Securities on the books of the within named Trust
with full power of substitution in the premises.

Dated, ___________________________________


                    ____________________________________________________________
                    NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                            WITH THE NAME AS WRITTEN UPON THE FACE OF THE
                            CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERNATION
                            OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:

________________________________________________________________________________
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 MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.


                                      E-3

<PAGE>   69


                               CONVERSION REQUEST

To: The Bank of New York, as Conversion Agent :

The undersigned owner of these Preferred Securities hereby irrevocably exercises
the option to convert these Preferred Securities, or the portion below
designated, into Common Stock of Reinsurance Group of America, Incorporated in
accordance with the terms and conditions of the Amended and Restated Trust
Agreement of [RGA Capital Trust I / RGA Capital Trust II] (the "Trust
Agreement"), dated as of ______ __, 20__, among Reinsurance Group of America,
Incorporated, as Depositor, The Bank of New York, as Property Trustee, The Bank
of New York (Delaware), as Delaware Trustee, the Administrative Trustees and the
Holders from time to time (each, as defined therein).

Pursuant to the aforementioned exercise of the option to convert these Preferred
Securities, the undersigned hereby directs you, as Conversion Agent (as that
term is defined in the Trust Agreement) to (i) exchange such Preferred
Securities for a portion of the Debt Securities (as that term is defined in the
Trust Agreement) held by the Trust at the Conversion Ratio specified in the
Trust Agreement, and (ii) immediately convert such Debentures on behalf of the
undersigned, into Common Stock at the Conversion Rate specified in the Trust
Agreement.

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

Number of Preferred Securities to be converted:___________________

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

__________________________________

__________________________________

__________________________________

Dated, __________________      _________________________________________________
                               Notice: (Sign exactly as your name appears on the
                               other side of this Preferred Security
                               certificate) (for conversion of definitive
                               Preferred Securities only).

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

__________________________________

__________________________________

__________________________________


________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE)

SIGNATURE(S) GUARANTEED:

________________________________________________________________________________
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 MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.


                                      E-4