Exhibit 4.8











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                                  FORM OF

                           AMENDED AND RESTATED

                             TRUST AGREEMENT

                                  among

                    INGERSOLL-RAND COMPANY, as Depositor,

                           ____________________,

                           as Property Trustee,

                       _____________________(DELAWARE),

                           as Delaware Trustee,

                                   and

                   THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                         Dated as of _________, 2000

                     INGERSOLL-RAND FINANCING [II] [III]

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<PAGE>

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

Trust Indenture                                               Trust Agreement
Act Section                                                   Section
---------------                                               -------

(Section) 310(a)(1)......................................... 8.7
             (a)(2)......................................... 8.7
             (a)(3)......................................... 8.9
             (a)(4)......................................... 2.7(a)(ii)
             (b)............................................ 8.8
(Section) 311(a)............................................ 8.13
             (b)............................................ 8.13
(Section) 312(a)............................................ 5.7
             (b)............................................ 5.7
             (c)............................................ 5.7
(Section) 313(a)............................................ 8.14(a)
             (a)(4)......................................... 8.14(b)
             (b)............................................ 8.14(a)
             (c)............................................ 10.10
             (d)............................................ 8.14(b)
(Section) 314(a)............................................ 8.15
             (b)............................................ Not Applicable
             (c)(1)......................................... 8.16
             (c)(2)......................................... 8.16
             (c)(3)......................................... Not Applicable
             (d)............................................ Not Applicable
             (e)............................................ 1.1, 8.16
(Section) 315(a)............................................ 8.1(a), 8.3(a)
             (b)............................................ 8.2, 10.10
             (c)............................................ 8.1(a)
             (d)............................................ 8.1, 8.3
             (e)............................................ Not Applicable
(Section) 316(a)............................................ Not Applicable
             (a)(1)(A)...................................... Not Applicable
             (a)(1)(B)...................................... Not Applicable
             (a)(2)......................................... Not Applicable
             (b)............................................ 5.14
             (c)............................................ 6.7
(Section) 317(a)(1)......................................... Not Applicable
             (a)(2)......................................... Not Applicable
             (b)............................................ 5.9
(Section) 318(a)............................................ 10.11

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



















<PAGE>

                               TABLE OF CONTENTS
                                                                          Page
                                                                          ----

ARTICLE I Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . 6

    SECTION 1.1.  Definitions. . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE II Continuation of the Trust . . . . . . . . . . . . . . . . . . . .14

    SECTION 2.1.  Name . . . . . . . . . . . . . . . . . . . . . . . . . . .14
    SECTION 2.2.  Office of the Delaware Trustee; Principal Place
                    of Business. . . . . . . . . . . . . . . . . . . . . . .14
    SECTION 2.3.  Initial Contribution of Trust Property;
                    Organizational Expenses. . . . . . . . . . . . . . . . .14
    SECTION 2.4.  Issuance of the Preferred Securities . . . . . . . . . . .14
    SECTION 2.5.  Issuance of the Common Securities; Subscription and
                    Purchase of Subordinated Notes . . . . . . . . . . . . .15
    SECTION 2.6.  Declaration of Trust . . . . . . . . . . . . . . . . . . .15
    SECTION 2.7.  Authorization to Enter into Certain Transactions . . . . .15
    SECTION 2.8.  Assets of Trust. . . . . . . . . . . . . . . . . . . . . .21
    SECTION 2.9.  Title to Trust Property. . . . . . . . . . . . . . . . . .21

ARTICLE III Payment Account. . . . . . . . . . . . . . . . . . . . . . . . .21

    SECTION 3.1.  Payment Account. . . . . . . . . . . . . . . . . . . . . .21

ARTICLE IV Distributions; Redemption . . . . . . . . . . . . . . . . . . . .21

    SECTION 4.1.  Distributions. . . . . . . . . . . . . . . . . . . . . . .21
    SECTION 4.2.  Redemption . . . . . . . . . . . . . . . . . . . . . . . .23
    SECTION 4.3.  Subordination of Common Securities . . . . . . . . . . . .26
    SECTION 4.4.  Payment Procedures . . . . . . . . . . . . . . . . . . . .27
    SECTION 4.5.  Tax Returns and Reports. . . . . . . . . . . . . . . . . .27
    SECTION 4.6.  Payment of Expenses of the Trust . . . . . . . . . . . . .27
    SECTION 4.7.  Payments under Indenture or Pursuant to Direct Actions . .28

ARTICLE V Trust Securities Certificates. . . . . . . . . . . . . . . . . . .28

    SECTION 5.1.  Initial Ownership. . . . . . . . . . . . . . . . . . . . .28
    SECTION 5.2.  The Trust Securities Certificates. . . . . . . . . . . . .28
    SECTION 5.3.  Execution and Delivery of Trust Securities Certificates. .29
    SECTION 5.4.  Registration of Transfer and Exchange of Preferred
                    Securities Certificates. . . . . . . . . . . . . . . . .29
    SECTION 5.5.  Mutilated, Destroyed, Lost or Stolen Trust Securities
                    Certificates . . . . . . . . . . . . . . . . . . . . . .30
    SECTION 5.6.  Persons Deemed Securityholders . . . . . . . . . . . . . .30
    SECTION 5.7.  Access to List of Securityholders' Names and
                    Addresses. . . . . . . . . . . . . . . . . . . . . . . .30


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                                                                          Page
                                                                          ----


    SECTION 5.8.   Maintenance of Office or Agency . . . . . . . . . . . . .31
    SECTION 5.9.   Appointment of Paying Agent . . . . . . . . . . . . . . .31
    SECTION 5.10.  Ownership of Common Securities by Depositor . . . . . . .32
    SECTION 5.11.  Book-Entry Preferred Securities Certificates; Common
                     Securities Certificate. . . . . . . . . . . . . . . . .32
    SECTION 5.12.  Notices to Clearing Agency. . . . . . . . . . . . . . . .33
    SECTION 5.13.  Definitive Preferred Securities Certificates. . . . . . .34
    SECTION 5.14.  Rights of Securityholders . . . . . . . . . . . . . . . .35
    SECTION 5.15.  CUSIP Numbers, International Securities Identification
                     Numbers and Common Codes. . . . . . . . . . . . . . . .38

ARTICLE VI Acts of Securityholders; Meetings; Voting . . . . . . . . . . . .38

    SECTION 6.1.   Limitations on Voting Rights. . . . . . . . . . . . . . .38
    SECTION 6.2.   Notice of Meetings. . . . . . . . . . . . . . . . . . . .39
    SECTION 6.3.   Meetings of Preferred Securityholders . . . . . . . . . .40
    SECTION 6.4.   Voting Rights . . . . . . . . . . . . . . . . . . . . . .40
    SECTION 6.5.   Proxies, etc. . . . . . . . . . . . . . . . . . . . . . .40
    SECTION 6.6.   Securityholder Action by Written Consent . . .  . . . . .41
    SECTION 6.7.   Record Date for Voting and Other Purposes . . . . . . . .41
    SECTION 6.8.   Acts of Securityholders . . . . . . . . . . . . . . . . .41
    SECTION 6.9.   Inspection of Records . . . . . . . . . . . . . . . . . .42

ARTICLE VII Representations and Warranties . . . . . . . . . . . . . . . . .42

    SECTION 7.1.   Representations and Warranties of the Property Trustee
                     and the Delaware Trustee. . . . . . . . . . . . . . . .42
    SECTION 7.2.   Representations and Warranties of Depositor . . . . . . .44

ARTICLE VIII The Trustees. . . . . . . . . . . . . . . . . . . . . . . . . .44

    SECTION 8.1.   Certain Duties and Responsibility . . . . . . . . . . . .44
    SECTION 8.2.   Certain Notices . . . . . . . . . . . . . . . . . . . . .47
    SECTION 8.3.   Certain Rights of Property Trustee. . . . . . . . . . . .47
    SECTION 8.4.   Not Responsible for Recitals or Issuance of Securities. .51
    SECTION 8.5.   May Hold Securities . . . . . . . . . . . . . . . . . . .51
    SECTION 8.6.   Compensation; Indemnity; Fees . . . . . . . . . . . . . .51
    SECTION 8.7.   Corporate Property Trustee Required; Eligibility
                     of Trustees . . . . . . . . . . . . . . . . . . . . . .53
    SECTION 8.8.   Conflicting Interests . . . . . . . . . . . . . . . . . .53
    SECTION 8.9.   Co-Trustees and Separate Trustee  . . . . . . . . . . . .54
    SECTION 8.10.  Resignation and Removal; Appointment of Successor . . . .55
    SECTION 8.11.  Acceptance of Appointment by Successor. . . . . . . . . .57
    SECTION 8.12.  Merger, Conversion, Consolidation or Succession to
                     Business. . . . . . . . . . . . . . . . . . . . . . . .58
    SECTION 8.13.  Preferential Collection of Claims Against Depositor
                     or Trust. . . . . . . . . . . . . . . . . . . . . . . .58
    SECTION 8.14.  Reports by Property Trustee . . . . . . . . . . . . . . .59
    SECTION 8.15.  Reports to the Property Trustee . . . . . . . . . . . . .59
    SECTION 8.16.  Evidence of Compliance with Conditions Precedent. . . . .59
    SECTION 8.17.  Number of Trustees. . . . . . . . . . . . . . . . . . . .60
    SECTION 8.18.  Delegation of Power . . . . . . . . . . . . . . . . . . .60
    SECTION 8.19.  General Provisions. . . . . . . . . . . . . . . . . . . .60




<PAGE>

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ARTICLE IX Dissolution, Liquidation and Merger . . . . . . . . . . . . . . .61

    SECTION 9.1.    Early Dissolution. . . . . . . . . . . . . . . . . . . .61
    SECTION 9.2.    Termination. . . . . . . . . . . . . . . . . . . . . . .61
    SECTION 9.3.    Liquidation. . . . . . . . . . . . . . . . . . . . . . .62
    SECTION 9.4.    Mergers, Consolidations, Amalgamations or Replacements
                      of the Trust. . . . . . . . . . . . . . . . . . . . . 64

ARTICLE X Miscellaneous Provisions. . . . . . . . . . . . . . . . . . . . . 65

    SECTION 10.1.   Limitation of Rights of Securityholders. . . . . . . . .65
    SECTION 10.2.   Liability of the Common Securityholder . . . . . . . . .65
    SECTION 10.3.   Amendment. . . . . . . . . . . . . . . . . . . . . . . .65
    SECTION 10.4.   Consolidation, Merger, Conveyance, Transfer or Lease . .67
    SECTION 10.5.   Separability . . . . . . . . . . . . . . . . . . . . . .67
    SECTION 10.6.   Governing Law. . . . . . . . . . . . . . . . . . . . . .67
    SECTION 10.7.   Payments Due on Non-Business Day. .  . . . . . . . . . .67
    SECTION 10.8.   Successors . . . . . . . . . . . . . . . . . . . . . . .67
    SECTION 10.9.   Headings . . . . . . . . . . . . . . . . . . . . . . . .67
    SECTION 10.10.  Reports, Notices and Demands . . . . . . . . . . . . . .68
    SECTION 10.11.  Agreement Not to Petition. . . . . . . . . . . . . . . .68
    SECTION 10.12.  Trust Indenture Act; Conflict with Trust Indenture
                      Act. . . . . . . . . . . . . . . . . . . . . . . . . .69
    SECTION 10.13.  Acceptance of Terms of Trust Agreement, Guarantee
                      and Indenture. . . . . . . . . . . . . . . . . . . . .69
    SECTION 10.14.  Counterparts.  . . . . . . . . . . . . . . . . . . . . .70






























<PAGE>

          AMENDED AND RESTATED TRUST AGREEMENT, dated as of ______ __, 2000,
among (i)Ingersoll-Rand Company, a New Jersey corporation (including any
successors or assigns, the "Depositor"), (ii) ____________________, a ________
banking corporation, as property trustee (in such capacity, the "Property
Trustee" and, in its separate corporate capacity and not in its capacity as
Property Trustee, the "Bank"), (iii) ____________________ (Delaware), a banking
corporation organized under the laws of the State of Delaware, as Delaware
trustee (the "Delaware Trustee"), (iv) ____________, an individual,
____________, an individual, and ____________ an individual, each of whose
address is c/o Ingersoll-Rand Company, 200 Chestnut Ridge Road, P.O. Box
8738, Woodcliff Lake, New Jersey 07677-7700 (each an "Administrative Trustee"
and collectively the "Administrative Trustees") (the Property Trustee, the
Delaware Trustee and the Administrative Trustees referred to collectively as
the "Trustees") and (v) the several Holders, as hereinafter defined.

                                  Witnesseth

          Whereas, the Depositor and certain of the Trustees have heretofore
duly created a business trust pursuant to the Delaware Business Trust Act by
entering into that certain Trust Agreement, dated as of __________, 2000 (the
"Original Trust Agreement"), and by the execution and filing with the
Secretary of State of the State of Delaware of the Certificate of Trust,
filed on _________, 2000, attached as Exhibit A (the "Certificate of Trust");

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

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

                                  ARTICLE I

                                DEFINED TERMS

          SECTION 1.1.  Definitions.

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

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

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





<PAGE>

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

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

          "Act" has the meaning specified in Section 6.8.

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

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

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

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

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

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



<PAGE>

          "Bankruptcy Laws" has the meaning specified in Section 10.11.

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

          "Business Day" means a day other than (a) a Saturday or Sunday, (b)
a day on which banking institutions in the City of New York are authorized
or required by law or executive order to remain closed, or (c) a day on which
the Property Trustee's Corporate Trust Office or the Corporate Trust Office of
the Subordinated Note Trustee is closed for business.

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

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

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

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

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

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

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

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

          "Common Security" means an undivided beneficial ownership 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.

          "Corporate Trust Office" means (i) when used with respect to the
Property Trustee, the principal corporate trust office of the Property Trustee
located in New York, New York, and (ii) when used with respect to the
Subordinated Note Trustee, the principal corporate trust office of the
Subordinated Note Trustee located in New York, New York.

          "Definitive Preferred Securities Certificates" means either or both
(as the context requires) of (a) Preferred Securities Certificates issued as
Book-Entry Preferred Securities Certificates as provided in Section 5.11(a) and



<PAGE>

(b) Preferred Securities Certificates issued in certificated, fully
registered form as provided in Section 5.13.

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

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

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

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

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

          "Early Termination Event" has the meaning specified in Section 9.1.

          "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 Subordinated Note Event of Default; or

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

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

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

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

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

          "Indenture" means the Indenture, dated as of ________ __, 2000,
between the Depositor and the Subordinated Note Trustee, as trustee, as
amended or supplemented from time to time, including any supplemental
indenture, board resolution or officers' certificate establishing the terms
of the Subordinated Notes, as the case may be.

<PAGE>

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

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

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

          "Liquidation Date" means the date on which Subordinated Notes are
to be distributed to Holders of Trust Securities in connection with a
dissolution and liquidation of the Trust pursuant to Section 9.3(a).

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

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

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

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

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

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

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

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

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





<PAGE>

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

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

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

          (c)  Trust Securities which have been paid or Trust Securities
evidenced by Trust Securities Certificates, in exchange for or in lieu of
which other Trust Securities Certificates have been executed and delivered
pursuant to this Trust Agreement, including pursuant to Sections 5.4, 5.5,
5.11 and 5.13;

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

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

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

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

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

          "Preferred Security" means an undivided beneficial ownership
interest in the assets of the Trust, having a Liquidation Amount of $_____


<PAGE>

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

          "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 Subordinated Note Redemption Date and the stated
maturity of the Subordinated Notes 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, plus the related amount of the premium,
if any, paid by the Depositor upon the concurrent redemption of a Like Amount
of Subordinated Notes, allocated on a pro rata basis (based on Liquidation
Amounts) among the Trust Securities.

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

          "Responsible Officer" means, when used with respect to the Trustees,
any officer within the corporate trust department of such Trustee, including
any vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of such Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter
is referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

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

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

          "Subordinated Notes" means $_____ aggregate principal amount of the
Depositor's  ____% Subordinated Notes issued pursuant to the Indenture.

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




<PAGE>

          "Subordinated Note Redemption Date" means, with respect to any
Subordinated Notes to be redeemed under the Indenture, the date fixed for
redemption under the Indenture.

          "Subordinated Note Tax Event" means a "Tax Event" as defined in the
Indenture.

          "Subordinated Note Trustee" means ____________________, a ________
banking corporation, as trustee under the Indenture, and any successor trustee
appointed as provided therein.

          "Tax Event" means the receipt by the Trust or the Depositor of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced proposed change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective, or
which proposed change, pronouncement or decision is announced, on or after
the date of issuance of the Preferred Securities under this Trust Agreement,
there is more than an insubstantial risk that (i) the Trust is, or will be
within 90 days after the date of such Opinion of Counsel, subject to United
States federal income tax with respect to income received or accrued on the
Subordinated Notes, (ii) interest payable by the Depositor on the
Subordinated Notes is not, or within 90 days after the date of such Opinion
of Counsel, will not be, deductible by the Depositor, in whole or in part,
for United States federal income tax purposes or (iii) the Trust is, or will
be within 90 days after the date of such Opinion of Counsel, subject to more
than a de minimis amount of other taxes, duties or other governmental
charges.

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

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

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

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

          "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.

<PAGE>

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

          "Underwriting Agreement" means the Underwriting Agreement, dated as
of _________ __, 2000, among the Trust, the Depositor and __________, as
representative of the underwriters named therein.

                                  ARTICLE II

                           CONTINUATION OF THE TRUST

          SECTION 2.1.  Name.

          The Trust continued hereby shall be known as "Ingersoll-Rand
Financing [II][III]," as such name may be modified from time to time by the
Administrative Trustees following written notice to the Holders of Trust
Securities and the other Trustees (and any such modification shall not be
subject to the amendment provisions of Section 10.3 hereof), in which name
the Trustees engage in the transactions contemplated hereby, make and
execute contracts and other instruments on behalf of the Trust and sue and
be sued.

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

          The address of the Delaware Trustee in the State of Delaware is
____________________ (Delaware) White Clay Centre, Route 273, Newark, DE
19711 Attention:  Corporate Trust Department or such other address in the
State of Delaware as the Delaware Trustee may designate by written notice to
the Securityholders and the Depositor. The principal executive office of the
Trust is c/o Ingersoll-Rand Company, 200 Chestnut Ridge Road, P.O. Box 7700,
Woodcliff Lake, New Jersey 07677-7700.

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

          The Property Trustee acknowledges receipt in trust from the
Depositor in connection with the Original Trust Agreement of the sum of $10,
which constituted the initial Trust Property.  Pursuant to the covenant
"Payment of Trust Costs and Expenses" contained in the Indenture, the
Depositor, in its capacity as the issuer of the Subordinated Notes, shall pay
organizational expenses of the Trust as they arise or shall, upon request of
any Trustee, promptly reimburse such Trustee for any such expenses paid by
such Trustee.  The Depositor shall make no claim upon the Trust Property for
the payment of such expenses.

          SECTION 2.4.  Issuance of the Preferred Securities.

          The Depositor, 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, and
in exchange for the contribution to the Trust by the Depositor of the Depositor
Subordinated notes, registered in the name of the Trust and having an aggregate
principal amount equal to $____, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 5.2 and, at the direction of
the Depositor, shall deliver to the Underwriters named in the Underwriting
Agreement, Preferred Securities Certificates, registered in the name of the
nominee of the initial Clearing Agency, in an aggregate amount of ______
Preferred Securities having an aggregate Liquidation Amount of $____________.





<PAGE>

          SECTION 2.5.  Issuance of the Common Securities; Subscription and
Purchase of Subordinated Notes.

          Contemporaneously with the execution and delivery of this Trust
Agreement, and in exchange for the contribution to the Trust by the Depositor
of the Depositor Subordinated notes, registered in the name of the Trust and
having an aggregate principal amount equal to $____, an Administrative Trustee,
on behalf of the Trust, shall execute in accordance with Section 5.2 and
deliver to the Depositor Common Securities Certificates, registered in the
name of the Depositor, in an aggregate amount of _______ Common Securities
having an aggregate Liquidation Amount of $__________.

          SECTION 2.6.  Declaration of Trust.

          The exclusive purposes and functions of the Trust are (a) to issue
Trust Securities in exchange for the Subordinated Notes and (b) to engage in
those activities necessary or incidental thereto. The Depositor hereby appoints
the Trustees as trustees of the Trust, to have all the rights, powers and
duties to the extent set forth herein, and the Trustees hereby accept such
appointment.  The Property Trustee hereby declares that it will hold the Trust
Property in trust upon and subject to the conditions set forth herein for the
benefit of the Trust and the 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.

          SECTION 2.7.  Authorization to Enter into Certain Transactions.

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

<PAGE>

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

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

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

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

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

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

                    (F)  the appointment of a Paying Agent, Securities
               Registrar and transfer




<PAGE>

               agent in accordance with this Trust Agreement;

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

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

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

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

                     (A)  the establishment of the Payment Account;

                     (B)  the receipt of the Subordinated Notes;

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

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

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

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


<PAGE>

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

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

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

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

          (b)  So long as this Trust Agreement remains in effect, the Trust
(or the Trustees acting on behalf of the Trust) shall not undertake any
business, activities or transactions 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,


<PAGE>

(iii) take any action that would cause the Trust to fail or cease to
qualify as a "grantor trust" for United States federal income tax purposes,
(iv) incur any indebtedness for borrowed money or issue any other debt,
(v) take or consent to any action that would result in the placement of
a Lien on any of the Trust Property, (vi) invest any proceeds received by
the Trust from holding the Subordinated Notes, but shall distribute all such
proceeds to Holders of Trust Securities pursuant to the terms of this
Trust Agreement and of the Trust Securities; (vii) acquire any assets other
than the Trust Property; (viii) possess any power or otherwise act in such a
way as to vary the Trust Property; (ix) possess any power or otherwise act in
such a way as to vary the terms of the Trust Securities in any way
whatsoever (except to the extent expressly authorized in this Trust Agreement
or by the terms of the Trust Securities); or (x) issue any securities or other
evidences of beneficial ownership of, or beneficial interest in, the Trust
other than the Trust Securities.  The Administrative Trustees shall
defend all claims and demands of all Persons at any time claiming any Lien
on any of the Trust Property adverse to the interest of the Trust or the
Securityholders in their capacity as Securityholders.

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

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

               (ii)  the determination of the states in which to take
          appropriate action to qualify or register for sale all or
          part of the Preferred Securities and the determination
          of any and all such acts, other than actions which must be
          taken by or on behalf of the Trust, and the advice to the
          Trustees of actions they must take on behalf of the Trust,


<PAGE>

          and the preparation for execution and filing of any documents
          to be executed and filed by the Trust or on behalf of the Trust,
          as the Depositor deems necessary or advisable in order to comply
          with the applicable laws of any such states;

               (iii)  the preparation for filing by the Trust and
          execution on behalf of the Trust of an application to the
          New York Stock Exchange or any other national or international
          stock exchange or the NASDAQ National Market or any other
          automated quotation system for listing upon notice of issuance
          of any Preferred Securities and filing with such exchange or
          self regulatory organization such notifications and
          documents as may be necessary from time to time to maintain
          such listing;

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

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




<PAGE>

          SECTION 2.8.  Assets of Trust.

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

          SECTION 2.9.  Title to Trust Property.

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

                                    ARTICLE III

                                  PAYMENT ACCOUNT

          SECTION 3.1.  Payment Account.

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

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

                                   ARTICLE IV

                              DISTRIBUTIONS; REDEMPTION

          SECTION 4.1.  Distributions.

          (a)  The Trust Securities represent undivided beneficial ownership
interests in the Trust Property, and Distributions will be made on the Trust
Securities at the rate and on the dates that payments of interest are made
on the Subordinated Notes.  Accordingly:

               (i)  Distributions on the Trust Securities shall be cumulative,
          and will accumulate whether or not there are funds of the Trust
          available for the payment of Distributions.  Distributions shall
          accumulate from _________, and, except in the event (and to the
          extent) that the Depositor exercises its right to defer the payment
          of interest on the Subordinated Notes pursuant to the Indenture,
          shall be payable [quarterly] [semi-annually] in arrears on


<PAGE>

          ________ 1, _____ 1, [_______ 1 and ______ 1] of each year,
          commencing on ________ 1, 200_. If any date on which a
          Distribution is otherwise payable on the Trust Securities
          is not a Business Day, then the payment of such Distribution
          shall be made on the next succeeding day that is a Business
          Day (and without any interest or other payment in respect of
          any such delay) except that, if such Business Day is in the
          next succeeding calendar year, payment of such Distribution
          shall be made on the immediately preceding Business Day, in
          each case with the same force and effect as if made on such date
          (each date on which Distributions are payable in accordance
          with this Section 4.1(a), a "Distribution Date").

               (ii)   Assuming payments of interest on the Subordinated Notes
          are made when due, Distributions on the Trust Securities shall
          be payable at the rate of ____% per annum on the Liquidation
          Amount of the Trust Securities. The amount of Distributions
          shall be computed on the basis of the actual number of days
          in the period and a 360 day year.

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

          (b)  Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear
on the Securities Register for the Trust Securities on the relevant record
date, which shall be one Business Day prior to such Distribution Date;
provided, however, that in the event that the Preferred Securities do not
remain in book-entry-only form, the relevant record date shall be the 15th
day of the month prior to the relevant Distribution Date (whether or not such
record date is a Business Day).





<PAGE>

          SECTION 4.2.  Redemption.

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

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

               (i)   the Redemption Date;

               (ii)  the Redemption Price;

               (iii) the CUSIP number, International Securities Identification
         Number and Common Code;

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

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

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

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

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

<PAGE>

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



<PAGE>

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

          (f)  Subject to Section 4.3(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on
a pro rata basis (based on Liquidation Amounts) among the Common Securities
and the Preferred Securities. The particular Preferred Securities to be
redeemed shall be selected on a pro rata basis (based upon Liquidation
Amounts) not more than 60 days prior to the Redemption Date by the Property
Trustee from the Outstanding Preferred Securities not previously called
for redemption, by such method as may provide for the selection for redemption
of portions (equal to $1,000 or an integral multiple of $1,000 in excess
thereof) of the Liquidation Amount of Preferred Securities of a denomination
larger than $1,000. The Property Trustee shall promptly notify the Security
Registrar in writing of the Preferred Securities selected for redemption and,
in the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating
to the redemption of Preferred Securities shall relate, in the case of any
Preferred Securities redeemed or to be redeemed only in part, to the portion
of the Liquidation Amount of Preferred Securities that has been or is to
be redeemed.

<PAGE>

          SECTION 4.3.  Subordination of Common Securities.

          (a)  Payment of Distributions on, and the Redemption Price of,
the Trust Securities, as applicable, shall be made 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 Subordinated Note Event of Default shall have occurred and be
continuing, no payment of any Distribution on, or Redemption Price of,
any Common Security, and no other payment on account of the redemption,
liquidation or other acquisition of Common Securities, shall be made unless
payment in full in cash of all accumulated and unpaid Distributions on all
Outstanding Preferred Securities for all Distribution periods terminating
on or prior thereto, or in the case of payment of the Redemption Price the
full amount of such Redemption Price on all Outstanding Preferred Securities
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 on, or the Redemption
Price of, Preferred Securities then due and payable.

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






<PAGE>

          SECTION 4.4.  Payment Procedures.

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

          SECTION 4.5.  Tax Returns and Reports.

          The Administrative Trustees shall prepare (or cause to be prepared),
at the expense of the issuer of the Subordinated Notes, 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 and the information required to be
provided on such form. The Administrative Trustees shall provide the Depositor
and the Property Trustee with a copy of all such returns and reports promptly
after such filing or furnishing. The Trustees shall comply with United States
federal withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Securityholders under the Trust
Securities.

          SECTION 4.6.  Payment of Expenses of the Trust.

          (a)  Pursuant to the covenant "Payment of Trust Costs and Expenses"
contained in the Indenture, the Depositor, in its capacity as the issuer of
the Subordinated Notes, has agreed to pay to the Trust, and reimburse the
Trust for, the full amount of any costs, expenses or liabilities of the
Trust (other than obligations of the Trust to pay the Holders of any Trust
Securities or other similar interests in the Trust the amounts due such
Holders pursuant to the terms of this Trust Agreement or such other similar
interests, as the case may be), including without limitation, any taxes,
duties or other governmental charges of whatever nature (other than
United States withholding taxes) imposed on the Trust by the United States
or any other taxing authority.  Such payment obligation includes any such
costs, expenses or liabilities of the Trust that are required by applicable
law to be satisfied in connection with a termination of such Trust.

          (b)  Upon receipt by the Trust of the amounts described in
subsection 4.6(a), the  Trust shall promptly pay any taxes, duties or


<PAGE>


other governmental charges of whatever nature (other than United States
withholding taxes) imposed on the Trust by the United States or any other
taxing authority.

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

          Any amount payable hereunder to any Holder of Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder (or
an Owner with respect to the Holder's Preferred Securities) has directly
received pursuant to Section 5.8 of the Indenture or Section 5.14 of this Trust
Agreement.

                                 ARTICLE V

                         TRUST SECURITIES CERTIFICATES

          SECTION 5.1.  Initial Ownership.

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

          SECTION 5.2.  The Trust Securities Certificates.

         The Preferred Securities Certificates shall be issued in minimum
denominations of $1,000 Liquidation Amount and integral multiples of $1,000
in excess thereof, and the Common Securities Certificates shall be issued in
denominations of $1,000 Liquidation Amount and integral multiples thereof.
The Common Securities Certificates shall be executed  on behalf of the Trust
by manual signature of at least one Administrative Trustee.  The Preferred
Securities Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of at least one Administrative Trustee and, upon written
order of the Trust signed by one Administrative Trustee, shall be
authenticated by the Property Trustee by manual signature of an authorized
signatory thereof.  Trust Securities Certificates bearing the signatures of
individuals who were, at the time when such signatures shall have been
affixed, authorized to sign on behalf of the Trust or the Property Trustee
and, if executed on behalf of the Trust by facsimile, shall be validly issued
and entitled to the benefits of this Trust Agreement, notwithstanding that
such individuals or any of them shall have ceased to be so authorized prior
to the delivery of such Trust Securities Certificates or did not hold such
offices at the date of delivery of such Trust Securities Certificates. A
transferee of a Trust Securities Certificate shall become a Securityholder,
and shall be entitled to the rights and subject to the obligations of a
Securityholder hereunder, upon due registration of such Trust Securities
Certificate in such transferee's name pursuant to Sections 5.4, 5.11 and
5.13.










<PAGE>

          SECTION 5.3.  Execution and Delivery of Trust Securities Certificates.

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

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

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

          Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to
Section 5.8, the Administrative Trustees or any one of them shall execute
on behalf of the Trust and the Property Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Preferred Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of execution by such
Administrative Trustee or Trustees.  The Securities Registrar shall not be
required to register the transfer of any Preferred Securities that have been
called for redemption during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption and ending at the
close of business on the day of such mailing.

          At the option of a Holder, Preferred Securities Certificates may be
exchanged for other Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount
upon surrender of the Preferred Securities Certificates to be exchanged at
the office or agency maintained pursuant to Section 5.8.

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

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

<PAGE>

that may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.

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

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

          SECTION 5.6.  Persons Deemed Securityholders.

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

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

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












<PAGE>

          SECTION 5.8.  Maintenance of Office or Agency.

          The Administrative Trustees shall maintain an office or offices or
agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustees in respect of the Trust Securities Certificates may be served.
The Administrative Trustees initially designate The Bank of New York, 101
Barclay St., Floor 21 West, New York, NY 10286, Attn: Corporate Trust Trustee
Administration, as its principal corporate trust office for such purposes.
The Administrative Trustees shall give prompt written notice to the
Depositor, the Property Trustee and to the Securityholders of any change in
the location of the Securities Register or any such office or agency.

          SECTION 5.9.  Appointment of Paying Agent.

          The Paying Agent shall make Distributions to Securityholders from
the Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying
Agent shall initially be the Property Trustee, and any co-paying agent chosen
by the Property Trustee, and acceptable to the Administrative Trustees and
the Depositor. Any Person acting as Paying Agent shall be permitted to resign
as Paying Agent upon 30 days' written notice to the Administrative Trustees,
the Property Trustee and the Depositor. In the event that the 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 Paying Agent (which shall be a bank or trust company).
The Administrative Trustees shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustees to execute
and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid
to such Securityholders. The Paying Agent shall return all unclaimed funds to
the Property Trustee and upon resignation or removal of a Paying Agent such
Paying Agent shall also return all funds in its possession to the Property
Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to
the Property Trustee also in its role as 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, and any Paying Agent shall be
bound by the requirements with respect to paying agents of securities issued
pursuant to the Trust Indenture Act.  Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

<PAGE>

          SECTION 5.10.  Ownership of Common Securities by 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, other than transactions permitted pursuant to
Section 8.1 of the Indenture, any attempted transfer of the Common Securities
shall be void. The Administrative Trustees shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON, OTHER THAN AS PROVIDED IN THE
TRUST AGREEMENT (AS DEFINED BELOW)".

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

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

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

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




<PAGE>

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

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

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

          SECTION 5.12.  Notices to Clearing Agency.

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

<PAGE>

          SECTION 5.13.  Definitive Preferred Securities Certificates.

          If (a) the Depositor or the Clearing Agency advises the Trustees in
writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Preferred Securities
Certificates, and the Depositor is unable to locate a qualified successor, or
if at any time the Clearing Agency ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, at a time when the
Clearing Agency is required to be so registered to act as such depositary,
(b) the Depositor at its option advises the Trustees in writing that it elects
to terminate the book-entry system through the Clearing Agency or (c) after the
occurrence of a Subordinated Note Event of Default, Owners of Preferred
Securities aggregating at least a majority of the aggregate Liquidation
Amount of all Outstanding Preferred Securities advise the Administrative
Trustees in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interest of the Owners of Preferred
Securities, then the Administrative Trustees shall notify other Trustees and
the Clearing Agency, and the Clearing Agency, in accordance with its
customary rules and procedures, shall notify all Clearing Agency Participants
for whom it holds Preferred Securities of the occurrence of any such event
and of the availability of the Definitive Preferred Securities Certificates
to Owners of such class or classes, as applicable, requesting the same. Upon
surrender to the Administrative Trustees of the typewritten Preferred
Securities Certificate or Certificates representing the Book-Entry Preferred
Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute,
and the Property Trustee shall authenticate, the Definitive Preferred
Securities Certificates in accordance with the instructions of the Clearing
Agency.  Neither the Securities Registrar nor the Trustees shall be liable
for any delay in delivery of such instructions and may conclusively rely on,
and shall be protected in relying on, such instructions.  Upon the issuance
of Definitive Preferred Securities Certificates, the Trustees shall recognize
the Holders of the Definitive Preferred Securities Certificates as
Securityholders. The Definitive Preferred Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as
is reasonably acceptable to the Administrative Trustees that meets the
requirements of any stock exchange or automated quotation system on which the
Preferred Securities are then listed or approved for trading, as evidenced by
the execution thereof by the Administrative Trustees or any one of them.











<PAGE>

          SECTION 5.14.  Rights of Securityholders.

          (a)  The legal title to the Trust Property is vested exclusively
in the Property Trustee (in its capacity as such) in accordance with
Section 2.9, and the Securityholders shall not have any right or title
therein other than the undivided beneficial ownership 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 and when issued and  delivered to Securityholders against payment of the
purchase price therefor will be fully paid and nonassessable by the Trust.
Except to the extent set forth in Section 10.2, the Holders of the Trust
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.

          (b)  For so long as any Preferred Securities remain Outstanding,
if, upon a Subordinated Note Event of Default, the Subordinated Note Trustee
fails or the holders of not less than 25% in principal amount of the
outstanding Subordinated Notes fail to declare the principal of all of the
Subordinated Notes 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 Subordinated
Note Trustee; and upon any such declaration such principal amount of and
the accrued interest on all of the Subordinated Notes shall become immediately
due and payable as set forth in the Indenture, provided that the payment of
principal, premium and interest on such Subordinated Notes shall remain
subordinated to the extent provided in the Indenture.

          At any time after such a declaration of acceleration with respect
to the Subordinated Notes has been made and before a judgment or decree for
payment of the money due has been obtained by the Subordinated Note Trustee
as in the Indenture provided, the Holders of a majority in Liquidation Amount
of the Preferred Securities, by written notice to the Property Trustee, the
Depositor and the Subordinated Note Trustee, may rescind and annul such
declaration and its consequences if:

<PAGE>

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

                     (A)  all overdue installments of interest on all of the
               Subordinated Notes,

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

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

               (ii)   all Events of Default with respect to the Subordinated
          Notes, other than the non-payment of the principal of the
          Subordinated Notes which has become due solely by such
          acceleration, have been cured or waived as provided in Section 5.13
          of the Indenture.

          The Holders of a majority in aggregate Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default under the Indenture, except a default in
the payment of principal, premium or interest (unless all Events of Default
with respect to the Subordinated Notes, other than the non-payment of the
principal of the Subordinated Notes which has become due solely by such
acceleration, have been cured or annulled as provided in Section 5.3 of the
Indenture and the Company has paid or deposited with the Subordinated Note
Trustee a sum sufficient to pay all overdue installments of interest on the
Subordinated Notes, the principal of (and premium, if any, on) any
Subordinated Notes which have become due otherwise than by such declaration
of acceleration and interest thereon at the rate borne by the Subordinated
Notes, and all sums paid or advanced by the Subordinated Note Trustee under
the Indenture and the reasonable compensation, expenses, disbursements and
advances of the Subordinated Note Trustee and the Property Trustee, their
agents and counsel) or a default in respect of a covenant or provision which
under the Indenture cannot be modified or amended without the consent of the





<PAGE>

holder of each outstanding Subordinated Note. No such rescission shall affect
any subsequent default or impair any right consequent thereon.

          Upon receipt by the Property Trustee of written notice declaring
such an acceleration, or rescission and annulment thereof, by Holders of the
Preferred Securities all or part of which are represented by Book-Entry
Preferred Securities Certificates, a record date shall be established for
determining Holders of Outstanding Preferred Securities entitled to join in
such notice, which record date shall be at the close of business on the day
the Property Trustee receives such notice. The Holders of Outstanding
Preferred Securities on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or
not such Holders remain Holders after such record date; provided, that,
unless such declaration of acceleration, or rescission and annulment, as the
case may be, shall have become effective by virtue of the requisite
percentage having joined in such notice prior to the day which is 90 days
after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration
of acceleration, or rescission and annulment thereof, as the case may be,
that is identical to a written notice which has been canceled pursuant to the
proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 5.14(b).

          (c)  For so long as any Preferred Securities remain Outstanding,
to the fullest extent permitted by law and subject to the terms of this Trust
Agreement and the Indenture, upon a Subordinated Note Event of Default
specified in Section 5.1(1) or 5.1(2) of the Indenture, any Holder of
Preferred Securities shall have the right to institute a proceeding directly
against the Depositor, pursuant to Section 5.8 of the Indenture, for
enforcement of payment to such Holder of the principal amount of or premium or
interest on Subordinated Notes having a principal amount equal to the
Liquidation Amount of the Preferred Securities of such Holder (a "Direct
Action"). Except as set forth in Section 5.14(b) and this Section 5.14(c),
the Holders of Preferred Securities shall have no right to exercise directly
any right or remedy available to the holders of, or in respect of, the
Subordinated Notes.

<PAGE>

          SECTION 5.15.  CUSIP Numbers, International Securities Identification
Numbers and Common Codes.

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

                                  ARTICLE VI
                  ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

          SECTION 6.1.  Limitations on Voting Rights.

          (a)  Except as provided in this Section, in Sections 5.14, 8.10
and 10.3 and in the Indenture and as otherwise required by law, no Holder
of Preferred Securities shall have any right to vote or in any manner
otherwise control the administration, operation and management of the Trust
or the obligations of the parties hereto, nor shall anything herein set forth,
or contained in the terms of the Trust Securities Certificates, be construed
so as to constitute the Securityholders from time to time as partners or
members of an association.

          (b)  So long as any Subordinated Notes are held by the Property
Trustee, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Subordinated Note
Trustee, or executing any trust or power conferred on the Subordinated Note
Trustee with respect to such Subordinated Notes, (ii) waive any past default
which is waiveable under Section 5.13 of the Indenture, (iii) exercise any
right to rescind or annul a declaration that the principal of all the
Subordinated Notes shall be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture or the Subordinated Notes, where
such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of a majority in Liquidation Amount of all Outstanding
Preferred Securities, provided, however, that where a consent under the



<PAGE>

Indenture would require the consent of each holder of Subordinated Notes
affected thereby, no such consent shall be given by the Property Trustee
without the prior written consent of each Holder of Preferred Securities.
The Trustees shall not revoke any action previously authorized or approved
by a vote of the Holders of Preferred Securities, except by a subsequent
vote of the Holders of Preferred Securities. The Property Trustee shall
notify all Holders of the Preferred Securities of any notice of default
received from the Subordinated Note Trustee with respect to the
Subordinated Notes. In addition to obtaining the foregoing approvals of
the Holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Administrative Trustees shall, at the expense of the Depositor,
obtain an Opinion of Counsel experienced in such matters to the effect that
such action shall not cause the Trust to be classified as an association
or publicly traded partnership taxable as a corporation for United States
federal income tax purposes.

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

          SECTION 6.2.  Notice of Meetings.

          Notice of all meetings of the Preferred Securityholders, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 10.10 to each Preferred Securityholder of record,
at his registered address, at least 15 days and not more than 90 days before
the meeting. At any such meeting, any business properly before the meeting may
be so considered whether or not stated in the notice of the meeting. Any
adjourned meeting may be held as adjourned without further notice.

<PAGE>

          SECTION 6.3.  Meetings of Preferred Securityholders.

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

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

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

          SECTION 6.4.  Voting Rights.

          Securityholders shall be entitled to one vote for each $1,000 of
Liquidation Amount represented by their Trust Securities in respect of any
matter as to which such Securityholders are entitled to vote.

          SECTION 6.5.  Proxies, etc.

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






<PAGE>

          SECTION 6.6.  Securityholder Action by Written Consent.

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

          SECTION 6.7.  Record Date for Voting and Other Purposes.

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

          SECTION 6.8.  Acts of Securityholders.

          Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Trust Agreement to be
given, made or taken by Securityholders or Owners may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Securityholders or Owners in person or by an agent duly appointed in
writing; and, except as otherwise expressly provided herein, such action shall
become effective when such instrument or instruments are delivered to 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 or Owners signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Trust
Agreement and (subject to Section 8.1) conclusive in favor of the Trustees,
if made in the manner provided in this Section.

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

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

          Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Securityholder of any Trust Security shall bind
every future Securityholder of the same Trust Security and the Securityholder
of every Trust Security issued upon the registration of transfer thereof or in

<PAGE>

exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustees or the Trust in reliance thereon, whether
or not notation of such action is made upon such Trust Security.

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

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

          SECTION 6.9.  Inspection of Records.

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

                                 ARTICLE VII

                       REPRESENTATIONS AND WARRANTIES

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

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

          (a)  the Property Trustee is a ________ banking corporation;

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

          (c)  the Delaware Trustee is a Delaware banking corporation;

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

          (e)  this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and the Delaware Trustee and constitutes
the valid and legally binding agreement of each of the Property



<PAGE>

Trustee and the Delaware Trustee enforceable against each of them in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles;

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

          (g)  neither the authorization, execution or delivery by the
Property Trustee or the Delaware Trustee of this Trust Agreement nor the
consummation of any of the transactions by the Property Trustee or the Delaware
Trustee (as appropriate in context) 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 ________ or Delaware law governing the
banking, trust or general powers of the Property Trustee or the Delaware
Trustee, as the case may be; and

          (h)  there are no proceedings pending or, to the best of each of
the Property Trustee's and the Delaware Trustee's knowledge, threatened
against or affecting the Property Trustee or the Delaware Trustee in
any court or before any governmental authority, agency or arbitration
board or tribunal which, individually or in the aggregate, would materially and

<PAGE>

adversely affect the Trust or would question the right, power and authority of
the Property Trustee or the Delaware Trustee, as the case may be, to enter into
or perform its obligations as one of the Trustees under this Trust Agreement.

          SECTION 7.2.  Representations and Warranties of Depositor.

          The Depositor hereby represents and warrants for the benefit of the
Securityholders that:

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

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

                                   ARTICLE VIII

                                   THE TRUSTEES

          SECTION 8.1.  Certain Duties and Responsibility.

          (a)  The duties and responsibilities of the Trustees shall be
as provided by this Trust Agreement and, in the case of the Property
Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no
provision of this Trust Agreement shall require the Trustees to expend or
risk their own funds or otherwise incur any financial liability in the
performance of any of their duties hereunder, or in the exercise of any
of their rights or powers, if they shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to them. Whether or not therein
expressly so provided, every provision of this Trust Agreement relating to
the conduct or affecting the liability of or affording protection to the
Trustees shall be subject to the provisions of this Section. Nothing
in this Trust Agreement shall be construed to release an Administrative Trustee



<PAGE>

from liability for its own gross negligent action, its own gross negligent
failure to act, or its own willful misconduct. To the extent that, at law or
in equity, an Administrative Trustee has duties (including fiduciary duties)
and liabilities relating thereto to the Trust or to the Securityholders, such
Administrative Trustee shall not be liable to the Trust, any trustee or to
any Securityholder for such Trustee's good faith reliance on the provisions of
this Trust Agreement.  The Administrative Trustees shall not be liable for the
default or misconduct of the Property Trustee or the Delaware Trustee.  The
provisions of this Trust Agreement, to the extent that they restrict the
duties and liabilities of the Administrative Trustees otherwise existing at
law or in equity, are agreed by the Depositor, the Trustees and the
Securityholders to replace such other duties and liabilities of the
Administrative Trustees.  No provision of this Trust Agreement shall be deemed
to impose any duty or obligation on any Administrative 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
such Administrative Trustee shall be unqualified or incompetent in accordance
with applicable law, to perform any such act or acts, or to exercise any such
right, power, duty or obligation. No permissive power or authority available
to any Administrative Trustee shall be construed to be a duty.

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

<PAGE>

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, method and place of conducting any proceeding for any
          remedy available to the Property Trustee, or exercising any trust
          or power conferred upon the Property Trustee under this Trust
          Agreement;

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

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



<PAGE>

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

          SECTION 8.2.  Certain Notices.

          Within 90 days after the occurrence of any Event of Default actually
known to the Property Trustee, the Property Trustee shall transmit, in the
manner and to the extent provided in Section 10.10, notice of such Event of
Default to the Securityholders, the Administrative Trustees and the Depositor,
unless such Event of Default shall have been cured or waived.

          Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the
Subordinated Notes pursuant to the Indenture, the Administrative Trustee shall
transmit, in the manner and to the extent provided in Section 10.10, notice of
such exercise to the Securityholders and the Property Trustee, unless such
exercise shall have been revoked.

          SECTION 8.3.  Certain Rights of Property Trustee.

          Subject to the provisions of Section 8.1:

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

         (b)  if (i) in performing its duties under this Trust Agreement
the Property Trustee is required to decide between alternative courses of
action or (ii) in construing any of the provisions of this Trust Agreement
the Property Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein or (iii) the Property Trustee is unsure of the
application of any provision of this Trust Agreement, then, except as to any
matter as to which the 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

<PAGE>

instructed in writing to take, or to refrain from taking, by the Depositor;
provided, however, that if the Property Trustee does not receive such
instructions of the Depositor within ten Business Days after it has
delivered such notice, or such reasonably shorter period of time set forth
in such notice (which to the extent practicable shall not be less than
two Business Days), it may, but shall be under no duty to, take or refrain
from taking such action not inconsistent with this Trust Agreement as it
shall deem advisable and in the best interests of the Securityholders, in
which event the Property Trustee shall have no liability except for its
own bad faith, negligence or willful misconduct;

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

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

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

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



<PAGE>

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

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

          (h)  the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other
paper or document, unless requested in writing to do so by one or more
Securityholders, but the Property Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the
Property Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the sole cost of the
Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation;

          (i)  The Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Property Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;

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

<PAGE>

instructions are received, and (iii) shall be protected in acting in accordance
with such written instructions;

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

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

          (m)  the Property Trustee shall not be deemed to have notice of any
default or Event of Default unless a Responsible Officer of the Property
Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a default is received by the Property Trustee at the
Corporate Trust Office of the Property Trustee, and such notice references
the Trust Securities and this Trust Agreement.

          (n)  the rights, privileges, protections, immunities and benefits
given to the Property Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Property
Trustee in each of its capacities hereunder, and to each agent, custodian and
other Person employed to act hereunder; and

          (o)  the Property Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant
to this Indenture, which Officers' Certificate may be signed by any person
authorized to sign an Officers' Certificate, including any person specified
as so authorized in any such certificate previously delivered and not
superseded.

          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.



<PAGE>

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

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

          SECTION 8.5.  May Hold Securities.

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

          SECTION 8.6.  Compensation; Indemnity; Fees.

          Pursuant to the covenant "Payment of Trust Costs and Expenses"
contained in the Indenture, the Depositor, in its capacity as the issuer of the
Subordinated Notes, agrees:

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

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

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

<PAGE>

respect of any loss, damage or claim incurred by such Indemnified Person by
reason of gross negligence, bad faith, or willful or intentional misconduct
with respect to such acts or omissions.  When the Property Trustee incurs
expenses or renders services in connection with an Event of Default
specified in Section 5.1(5) or Section 5.1(6) of the Indenture, the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency
or other similar law.

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

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

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













<PAGE>

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

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

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

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

          SECTION 8.8.  Conflicting Interests.

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

<PAGE>

          SECTION 8.9.  Co-Trustees and Separate Trustee.

          Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor and the Administrative
Trustees, by agreed action of the majority of such Trustees, shall have power
to appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as co-trustee, jointly with the Property Trustee, of
all or any part of such Trust Property, or to the extent required by law to
act as separate trustee of any such property, in either case with such powers
as may be provided in the instrument of appointment, and to vest in such
Person or Persons in the capacity aforesaid, any property, title, right or
power deemed necessary or desirable, subject to the other provisions of this
Section. If the Depositor does not join in such appointment within 15 days
after the receipt by it of a request so to do, or in case a Subordinated Note
Event of Default has occurred and is continuing, the Property Trustee alone
shall have power to make such appointment. Any co-trustee or separate trustee
appointed pursuant to this Section shall either be (i) a natural person who
is at least 21 years of age and a resident of the United States or (ii) a
legal entity with its principal place of business in the United States that
shall act through one or more persons authorized to bind such entity.

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

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

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

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




<PAGE>

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

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

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

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

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

          SECTION 8.10.  Resignation and Removal; Appointment of Successor.

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

          Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time.  The Property Trustee and the Delaware Trustee shall
give written notice of its resignation to the Holder of the Common Securities
(unless a Subordinated Note Event of Default shall have occurred and be
continuing, in which case written notice of such resignation shall instead be
given to the Holders of the Preferred Securities in the manner provided in
Section 10.10) and the Administrative Trustee shall give notice of its
resignation to the Depositor.  If the instrument of acceptance by the

<PAGE>

successor Trustee required by Section 8.11 shall not have been delivered to
the Relevant Trustee within 30 days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Trust,
any court of competent jurisdiction for the appointment of a successor
Relevant Trustee.

        Unless a Subordinated Note Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Common
Securityholder. If a Subordinated Note Event of Default shall have occurred
and be continuing, the Property Trustee or the Delaware Trustee, or both of
them, may be removed at such time by Act of the Holders of a majority in
Liquidation Amount of the Preferred Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by the Common Securityholder at any
time. If the instrument of acceptance by the successor Trustee required by
Section 8.11 shall not have been delivered to the Relevant Trustee within 30
days after the giving of notice of such removal, the Relevant Trustee may
petition, at the expense of the Trust, any court of competent jurisdiction
for the appointment of a successor Relevant Trustee.

          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 Subordinated Note Event of Default shall have
occurred and be continuing, the Common Securityholder, by Act of the Common
Securityholder delivered to the retiring and successor Trustees, shall
promptly appoint a successor Trustee or Trustees, and the retiring Trustee
shall comply with the applicable requirements of Section 8.11. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware
Trustee, as the case may be, at a time when a Subordinated Note Event of
Default shall have occurred and be continuing, the Preferred Securityholders,
by Act of the Securityholders of a majority in Liquidation Amount of the
Preferred Securities then Outstanding delivered to the retiring Relevant
Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and
such successor Trustee shall comply with the applicable requirements of
Section 8.11. If an Administrative Trustee shall resign, be removed or become
incapable of acting as Administrative Trustee, at a time when a Subordinated
Note Event of Default shall have occurred and be continuing, the Common
Securityholder by Act of the Common Securityholder delivered to the
Administrative Trustee shall promptly appoint a successor Administrative
Trustee or Administrative Trustees and such successor Administrative Trustee
or Trustees shall comply with the applicable requirements of Section 8.11. If
no successor Relevant Trustee shall have been so appointed by the Common
Securityholder or the Preferred Securityholders and accepted appointment in
the manner required by Section 8.11 within ___ days of the giving of notice
of resignation of removal or the date of the occurrence of a Vacancy for any
other cause, any Securityholder who has been a Securityholder of Trust
Securities for at least six months may, on behalf of himself and all others



<PAGE>

similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

          The Property Trustee shall give notice of each resignation and each
removal of a Trustee (other than an Administrative Trustee) and each
appointment of a successor Trustee (other than an Administrative Trustee) to
all Securityholders in the manner provided in Section 10.10 and shall give
notice to the Depositor. Each notice of appointment shall include the name of
the successor Relevant Trustee and the address of its Corporate Trust Office if
it is the Property Trustee.

          Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who
is a natural person dies or becomes, in the opinion of the Depositor,
incompetent or incapacitated, the vacancy created by such death, incompetence
or incapacity may be filled by (a) the unanimous act of 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 or Delaware Trustee,
as the case may be, set forth in Section 8.7).

          SECTION 8.11.  Acceptance of Appointment by Successor.

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

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

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

<PAGE>

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

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

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

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

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

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

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

          Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or compensation affecting




<PAGE>

the Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

          SECTION 8.14.  Reports by Property Trustee.

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

          (b)  A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Property Trustee with each
stock exchange, if any, upon which the Trust Securities are listed, with the
Commission and with the Company.  The Company will promptly notify the
Property Trustee when the Trust Securities are listed on any stock exchange
and of any delisting thereof.

          SECTION 8.15.  Reports to the Property Trustee.

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

          SECTION 8.16.  Evidence of Compliance with Conditions Precedent.

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

<PAGE>

         SECTION 8.17.  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 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 Administrative Trustees is not reduced pursuant to Section 8.17(a),
or if the number of Trustees is increased pursuant to Section 8.17(a), a
vacancy shall occur. The vacancy shall be filled with a Trustee appointed in
accordance with Section 8.10.

          (c)  The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not
operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the
number of Administrative Trustees shall occur, until such vacancy is filled
by the appointment of an Administrative Trustee in accordance with Section
8.10, the Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Trust Agreement.

          SECTION 8.18.  Delegation of Power.

          (a)  Any Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21
his or her power for the purpose of executing any documents contemplated in
Section 2.7(a); and

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

          Section 8.19.  General Provisions

          All Trustees shall at all times be U.S. Persons as defined in
Section 7701(a)(30) of the Code and (a) the Delaware Trustee shall be (i) in
the case of a natural person, a person who is a resident of the State of
Delaware or (ii) if not a natural person, an entity which has its
principal place of business in the State of Delaware and otherwise meets the
requirements of applicable law; and (b) at all times one of the Trustees shall
be (i) a bank as defined in Section 581 of the Code or (ii) a U.S. government-
owned agency or U.S. government sponsored enterprise.



<PAGE>

                                 ARTICLE IX

                     DISSOLUTION, LIQUIDATION AND MERGER

          SECTION 9.1.  Early Dissolution.

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

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

          (b)  the written direction to the Property Trustee from the
Depositor at any time to dissolve the Trust and, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, distribute
Subordinated Notes to Securityholders in exchange for the Preferred Securities
(which direction is optional and wholly within the discretion of the
Depositor);

          (c)  the redemption of all of the Preferred Securities in connection
with the redemption of all of the Subordinated Notes; and

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

          SECTION 9.2.  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
Securityholders upon the liquidation of the Trust pursuant to Section 9.3,
or upon the redemption of all of the Trust Securities pursuant to Section 4.2,
of all amounts required to be distributed hereunder upon the final payment of
the Trust Securities; (b) the payment of any expenses owed by the Trust; and
(c) the discharge of all administrative duties of the Administrative Trustees,
including the performance of any tax reporting obligations with respect to
the Trust or the Securityholders.

<PAGE>

          SECTION 9.3.  Liquidation.

          (a)  If an Early Termination Event specified in clause (a), (b) or
(d) of Section 9.1 occurs, the Trust shall be liquidated by the Trustees as
expeditiously as the Property Trustee determines to be possible by
distributing, after satisfaction or the making of reasonable provisions
for the payment of liabilities to creditors of the Trust as provided by
applicable law, to each Securityholder a Like Amount of Subordinated Notes,
subject to Section 9.3(d).  Notice of liquidation shall be given by the
Property Trustee by first-class mail, postage prepaid mailed not later than
30 nor more than 60 days prior to the Liquidation Date to each Holder of
Trust Securities at such Holder's address appearing in the Securities Register.
All notices of liquidation shall:

               (i)   state the CUSIP Number, International Securities
          Identification Number and Common Code of the Trust Securities;

               (ii)  state the Liquidation Date;

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

               (iv)  provide such information with respect to the mechanics
          by which Holders may exchange Trust Securities Certificates for
          Subordinated Notes, or if Section 9.3(d) applies receive a
          Liquidation Distribution, as the Administrative Trustees or the
          Property Trustee shall deem appropriate.

          (b)  Except where Section 9.1(c) or 9.3(d) applies, in order to
effect the liquidation of the Trust and distribution of the Subordinated Notes
to Securityholders, the Property Trustee shall establish a record date for
such distribution (which shall be not more than 45 days prior to the
Liquidation Date) and, either itself acting as exchange agent or through
the appointment of a separate exchange agent, shall establish such
procedures as it shall deem appropriate to effect the distribution of
Subordinated Notes in exchange for the Trust Securities Certificates.



<PAGE>

          (c)  Except where Section 9.1(c) or 9.3(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to
be Outstanding, (ii) certificates representing a Like Amount of Subordinated
Notes will be issued to Holders of Trust Securities Certificates, upon
surrender of such certificates to the Administrative Trustees or their agent
for exchange, (iii) the Depositor shall use its best efforts to have the
Subordinated Notes listed on the New York Stock Exchange or on such other
exchange, interdealer quotation system or self-regulatory organization
as the Preferred Securities are then listed or traded, (iv) any Trust
Securities Certificates not so surrendered for exchange will be deemed to
represent a Like Amount of Subordinated Notes, accruing interest at the rate
provided for in the Subordinated Notes from the last Distribution Date on
which a Distribution was made on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so
surrendered, no payments of interest or principal will be made to Holders of
Trust Securities Certificates with respect to such Subordinated Notes) and
(v) all rights of Securityholders holding Trust Securities will cease,
except the right of such Securityholders to receive Subordinated Notes upon
surrender of Trust Securities Certificates.

          (d)  In the event that, notwithstanding the other provisions of
this Section 9.3, whether because of an order for dissolution entered by
a court of competent jurisdiction or otherwise, distribution of the
Subordinated Notes in the manner provided herein is determined by the
Property Trustee not to be practical, the Trust Property shall be liquidated,
and the Trust shall be wound-up, by the Property Trustee. In such event,
Securityholders will be entitled to receive out of the assets of the Trust
available for distribution to Securityholders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an
amount equal to the Liquidation Amount per Trust Security plus accumulated
and unpaid Distributions thereon to the date of payment (such amount being
the "Liquidation Distribution").  If, upon any such winding up, the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts

<PAGE>

payable by the Trust on the Trust Securities shall be paid on a pro rata basis
(based upon Liquidation Amounts). The Holder of the Common Securities will be
entitled to receive Liquidation Distributions upon any such winding-up pro
rata (determined as aforesaid) with Holders of Preferred Securities, except
that, if a Subordinated Note Event of Default has occurred and is continuing,
the Preferred Securities shall have a priority over the Common Securities.

          SECTION 9.4.  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 Article IX. At the request of the Depositor, with the consent
of the Administrative Trustees and without the consent of the Holders of the
Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust
may merge with or into, consolidate, amalgamate, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to a
trust organized as such under the laws of any State; provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as
the Preferred Securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Preferred Securities rank in
priority with respect to distributions and payments upon liquidation,
redemption and otherwise, (ii) the Depositor expressly appoints a trustee of
such successor entity possessing the same powers and duties as the Property
Trustee as the holder of the Subordinated Notes, (iii) the Successor
Securities are listed or traded, or any Successor Securities will be listed
upon notification of issuance, on any national securities exchange or other
organization on which the Preferred Securities are then listed or traded, if
any, (iv) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Preferred Securities (including any
Successor Securities) to be downgraded by any nationally recognized
statistical rating organization, (v) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect, (vi)
such successor entity has a purpose substantially identical to that of the
Trust, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of
Counsel to the effect that (a) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the Holders of the Preferred Securities
(including any Successor Securities) in any material respect, and (b)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor such successor entity will be
required to register as an investment company under the 1940 Act and (viii)
the Depositor owns all of the common securities of such successor entity and
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding
the foregoing, the Trust shall not, except with the consent of Holders of
100% in Liquidation Amount of the Preferred Securities, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to any other
Person or permit any other Person to consolidate, amalgamate, merge with or
into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the successor entity
to be classified as other than a grantor trust for United States federal
income tax purposes.



<PAGE>

                               ARTICLE X

                          MISCELLANEOUS PROVISIONS

          SECTION 10.1  Limitation of Rights of Securityholders.

          Except to the extent otherwise provided in Section 9.1, the death,
incapacity, liquidation, dissolution, termination or bankruptcy of any Person
having an interest, beneficial or otherwise, in Trust Securities shall not
operate to terminate this Trust Agreement, nor annul, dissolve or terminate
the Trust, nor entitle the legal representatives or heirs of such Person or
any Securityholder for such Person, to claim an accounting, take any action
or bring any proceeding in any court for a partition or winding up of the
arrangements contemplated hereby, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

          SECTION 10.2.  Liability of the Common Securityholder.

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

          SECTION 10.3.  Amendment.

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

          (b)  Except as provided in Section 10.3(c) hereof, any provision
of this Trust Agreement may be amended by the Trustees and the Depositor




<PAGE>

with (i) the consent of Securityholders representing not less than a majority
(based upon Liquidation Amounts) of the Trust Securities then Outstanding
and (ii) receipt by the Trustees of an Opinion of Counsel to the effect
that such amendment or the exercise of any power granted to the Trustees in
accordance with such amendment will not affect the Trust's status as a grantor
trust for United States federal income tax purposes or the Trust's exemption
from status of an investment company under the 1940 Act.

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

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

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

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

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


<PAGE>

is in compliance with this Trust Agreement.

          SECTION 10.4.  Consolidation, Merger, Conveyance, Transfer or Lease.

          The Depositor shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and no Person shall consolidate with or merge into
the Depositor or convey, transferor lease its properties and assets
substantially as an entirety to the Depositor, unless it has complied with the
terms of Section 8.1 of the Indenture.

          SECTION 10.5.  Separability.

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

          SECTION 10.6.  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 10.7.  Payments Due on Non-Business Day.

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

         SECTION 10.8.  Successors.

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

          SECTION 10.9.  Headings.

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












<PAGE>

          SECTION 10.10.  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 holder as such
Securityholder's name and address may appear on the Securities Register; and
(b) in the case of the Common holder or the Depositor, to Ingersoll-Rand
Company, Attention: __________, facsimile no.: ___________.  Such notice,
demand or other communication to or upon a Securityholder shall be deemed to
have been sufficiently given or made, for all purposes, upon hand delivery,
mailing or transmission.

          Any notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon the Trust, the Property Trustee, the Delaware Trustee or the
Administrative Trustees shall be given in writing addressed (until another
address is published by the Trust) as follows: (a) with respect to the
Property Trustee to ____________________, __________________________,
Attention: Corporate Trust Trustee Administration; (b) with respect to the
Delaware Trustee, to ____________________ (Delaware) _________________________,
with a copy to the Property Trustee at the address set forth in Clause (a);
and (c) with respect to the Administrative Trustees, to them at the address
above for notices to the Depositor, marked "Attention Administrative Trustees
of Ingersoll-Rand Financing [II] [III]."  Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing
by the Trust or the Property Trustee.

          SECTION 10.11.  Agreement Not to Petition.

          Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join
in the filing of, a petition against the Trust under any bankruptcy,
insolvency, reorganization or other similar law (including, without
limitation, the United States Bankruptcy Code) (collectively, "Bankruptcy
Laws") or otherwise join in the commencement of any proceeding against the
Trust under any Bankruptcy Law. In the event the Depositor takes action in
violation of this Section 10.11, the Property Trustee agrees, for the benefit
of Securityholders, that at the expense of the Depositor, it shall file an
answer with the bankruptcy court or otherwise properly contest the filing of
such petition by the Depositor against the Trust or the commencement of such
action and raise the defense that the Depositor has agreed in writing not to
take such action and should be stopped and precluded therefrom and such other
defenses, if any, as counsel for the Trustee or the Trust may assert. The
provisions of this Section 10.11 shall survive the termination of this Trust
Agreement.

<PAGE>

          SECTION 10.12.  Trust Indenture Act; Conflict with Trust Indenture
Act.

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

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

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

          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.

          SECTION 10.13.  Acceptance of Terms of Trust Agreement, Guarantee
and Indenture.

          THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT
ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A
BENEFICIAL 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.


<PAGE>

          SECTION 10.14.  Counterparts.

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

                                       INGERSOLL-RAND COMPANY


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


                                       --------------------,
                                       as Property Trustee


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


                                       -------------------- (DELAWARE),
                                       as Delaware Trustee




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


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


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


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