<PAGE>   1
                                                                    EXHIBIT 4(i)

================================================================================
                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      AMONG

                             CMS ENERGY CORPORATION
                                   AS SPONSOR,

                              THE BANK OF NEW YORK
                              AS PROPERTY TRUSTEE,

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

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                              DATED AS OF ___, 2000

                               CMS ENERGY TRUST V


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


<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                 PAGE
                                                                                 ----

                                   ARTICLE 1
                                 DEFINED TERMS

<S>               <C>                                                            <C>
SECTION 1.1.  Definitions ....................................................    2

                                   ARTICLE 2
                           ESTABLISHMENT OF THE TRUST

SECTION 2.1.  Name ...........................................................   15
SECTION 2.2.  Office of the Delaware Trustee; Principal Place of Business.....   16
SECTION 2.3.  Organizational Expenses ........................................   16
SECTION 2.4.  Issuance of the Preferred Securities ...........................   16
SECTION 2.5.  Subscription and Purchase of Debentures; Issuance of the
                               Common Securities .............................   16
SECTION 2.6.  Declaration of Trust ...........................................   17
SECTION 2.7.  Authorization to Enter into Certain Transactions ...............   17
SECTION 2.8.  Assets of Trust ................................................   22
SECTION 2.9.  Title to Trust Property ........................................   23

                                   ARTICLE 3
                                PAYMENT ACCOUNT

SECTION 3.1.  Payment Account ................................................   23

                                   ARTICLE 4
                DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION

SECTION 4.1.  Distributions ..................................................   23
SECTION 4.2.  Redemption .....................................................   24
SECTION 4.3.  Conversion .....................................................   28
SECTION 4.4.  Special Event Exchange or Redemption ...........................   32
SECTION 4.5.  Subordination of Common Securities .............................   35
SECTION 4.6.  Payment Procedures .............................................   35
SECTION 4.7.  Tax Returns and Reports ........................................   36
SECTION 4.8.  Payment of Taxes, Duties, Etc. of the Trust ....................   36
SECTION 4.9.  Payments under Indenture .......................................   36
</TABLE>


                                        i
<PAGE>   3

                                                            PAGE
                                                            ----
                                   ARTICLE 5
                          TRUST SECURITIES CERTIFICATES


<TABLE>
<S>          <C>                                             <C>
SECTION 5.1.  Initial Ownership ...........................   37
SECTION 5.2.   The Trust Securities Certificates ..........   37
SECTION 5.3.   Delivery of Trust Securities Certificates ..   37
SECTION 5.4.   Registration of Transfer and Exchange of
                         Preferred Securities .............   38
SECTION 5.5.   Mutilated, Destroyed, Lost or Stolen Trust
                         Securities Certificates ..........   39
SECTION 5.6.   Persons Deemed Securityholders .............   40
SECTION 5.7.   Access to List of Securityholders' Names
                         and Addresses ....................   40
SECTION 5.8.   Maintenance of Office or Agency ............   41
SECTION 5.9.   Appointment of Paying Agent ................   41
SECTION 5.10.  Ownership of Common Securities by Sponsor ..   42
SECTION 5.11.  Global Securities; Non-Global Securities;
                         Common
               Securities Certificate .....................   42
SECTION 5.12.  Notices to Clearing Agency .................   44
SECTION 5.13.  Definitive Preferred Securities
                         Certificates .....................   44
SECTION 5.14.  Rights of Securityholders ..................   45

                               ARTICLE 6
               ACT OF SECURITYHOLDERS; MEETINGS; VOTING

SECTION 6.1.  Limitations on Voting Rights .................   45
SECTION 6.2.   Notice of Meetings ..........................   48
SECTION 6.3.   Meetings of Preferred Security-holders ......   48
SECTION 6.4.   Voting Rights ...............................   49
SECTION 6.5.   Proxies, Etc ................................   49
SECTION 6.6.   Securityholder Action by Written Consent ....   50
SECTION 6.7.   Record Date for Voting and Other Purposes ...   50
SECTION 6.8.   Acts of Securityholders .....................   50
SECTION 6.9.    Inspection of Records.......................   52

</TABLE>


                                       ii
<PAGE>   4


<TABLE>
                                                                               PAGE
                                                                               ----

<S>               <C>                                                          <C>

                                    ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

     SECTION 7.1.  Representations and Warranties of the Property
                   Trustee and the Delaware Trustee...........................   53
     SECTION 7.2.  Representations and Warranties of Sponsor .................   54

                                   ARTICLE 8
                                  THE TRUSTEES

     SECTION 8.1.  Certain Duties and Responsibilities .......................   55
     SECTION 8.2.  Notice of Defaults ........................................   57
     SECTION 8.3.  Certain Rights of Property Trustee  .......................   60
     SECTION 8.4.  Not Responsible for Recitals or Issuance
                              of Securities ..................................   63
     SECTION 8.5.  May Hold Securities .......................................   63
     SECTION 8.6.  Compensation; Indemnity; Fees..............................   63
     SECTION 8.7.  Property Trustee Required; Eligibility of Trustees.........   64
     SECTION 8.8.  Conflicting Interests .....................................   65
     SECTION 8.9.  Resignation and Removal; Appointment of
                              Successor ......................................   65
     SECTION 8.10.  Acceptance of Appointment by Successor ...................   67
     SECTION 8.11.  Merger, Conversion, Consolidation or Succession
                              to Business ....................................   69
     SECTION 8.12.  Preferential Collection of Claims Against Sponsor or
                              Trust ..........................................   69
     SECTION 8.13.  Reports by Property Trustee ..............................   69
     SECTION 8.14.  Reports to the Property Trustee ..........................   70
     SECTION 8.15.  Evidence of Compliance with Conditions
                              Precedent ......................................   70
     SECTION 8.16.  Number of Trustees .......................................   70
     SECTION 8.17.  Delegation of Power ......................................   71

                                   ARTICLE 9
                      TERMINATION, LIQUIDATION AND MERGER

     SECTION 9.1.  Termination upon Expiration Date ..........................   71
     SECTION 9.2.  Early Termination .........................................   71
     SECTION 9.3.  Termination ...............................................   72
     SECTION 9.4.  Liquidation ...............................................   72

</TABLE>


                                      iii

<PAGE>   5



<TABLE>
                                                                                 PAGE
                                                                                 ----
<S>         <C>                                                                   <C>
SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements
of the Trust....................................................................   74

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

SECTION 10.1. Limitation of Rights of Securityholders ..........................   76
SECTION 10.2. Amendment ........................................................   76
SECTION 10.3. Separability .....................................................   78
SECTION 10.4. GOVERNING LAW ....................................................   78
SECTION 10.5. Payments Due on Non-Business Day .................................   78
SECTION 10.6. Successors .......................................................   79
SECTION 10.7. Headings .........................................................   79
SECTION 10.8. Reports, Notices and Demands .....................................   79
SECTION 10.9. Agreement Not to Petition ........................................   80
SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act ..........   80
SECTION 10.11. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE .   81


</TABLE>



                                       iv
<PAGE>   6
<TABLE>

<S>               <C>
EXHIBIT A            Certificate of Trust of CMS Energy Trust V
EXHIBIT B            Form of Common Securities of CMS Energy Trust V
EXHIBIT C            Form of Preferred Securities of CMS Energy Trust V
EXHIBIT D            Notice of Conversion

</TABLE>

                                      vii
<PAGE>   7
                                FINANCIAL TRUST*

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

 TRUST INDENTURE                                                                  TRUST AGREEMENT
   ACT SECTION                                                                        SECTION

<S>                   <C>                                                            <C>
Section 310           (a)(1)           .............................................  8.7
                      (a)(2)           .............................................  8.7
                      (a)(4)           .............................................  2.7(a)(ii)
                      (b)              .............................................  8.8
Section 311           (a)              .............................................  8.12
                      (b)              .............................................  8.12
Section 312           (a)              .............................................  5.7
                      (b)              .............................................  5.7
                      (c)              .............................................  5.7
Section 313           (a)              .............................................  8.13(a)
                      (c)              .............................................  10.8
                      (d)              .............................................  8.13(c)
                      (a)(4)           .............................................  8.13(b)
                      (b)              .............................................  8.13(b)
Section 314           (a)              .............................................  8.14
                      (b)              .............................................  Not Applicable
                      (c)(1)           .............................................  8.15
                      (c)(2)           .............................................  8.15
                      (c)(3)           .............................................  Not Applicable
                      (d)              .............................................  Not Applicable
                      (e)              .............................................  1.1, 8.15
Section 315           (a)              .............................................  8.1(a), 8.3(a)
                      (b)              .............................................  8.2, 10.8
                      (c)              .............................................  8.1(a)
                      (d)              .............................................  8.1, 8.3
                      (e)              .............................................  Not Applicable
Section 316           (a)              .............................................  Not Applicable
                      (a)(1)(A)        .............................................  Not Applicable
                      (a)(1)(B)        .............................................  Not Applicable
                      (a)(2)           .............................................  Not Applicable
                      (b)              .............................................  Not Applicable
                      (c)              .............................................  6.7
Section 317           (a)(1)           .............................................  Not Applicable
                      (b)              .............................................  5.9
Section 318           (a)              .............................................  10.10

</TABLE>


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


<PAGE>   8
               AMENDED AND RESTATED TRUST AGREEMENT, dated as of __________,
2001 among (i) CMS Energy Corporation, a Michigan corporation (including any
successors or assigns, "the Sponsor"), (ii) The Bank of New York, a New York
banking corporation, as property trustee (in such capacity, the "Property
Trustee" and, in its personal capacity and not in its capacity as Property
Trustee, the "Bank"), (iii) The Bank of New York (Delaware), a corporation duly
organized and existing under the laws of the State of Delaware, as Delaware
trustee (in such capacity, the "Delaware Trustee"), (iv) Alan M. Wright, an
individual, and Thomas A. McNish, an individual, each of whose address is c/o
CMS Energy Corporation, Fairlane Plaza South 330 Town Center Drive, Suite 1100,
Dearborn, Michigan 48126 (each, an "Administrative Trustee" and, collectively,
the "Administrative Trustees" and, collectively with the Property Trustee and
Delaware Trustee, the "Trustees") and (v) the several Holders as hereinafter
defined.

                              W I T N E S S E T H:

               WHEREAS, the Sponsor and certain of the Trustees have heretofore
duly declared and established a business trust pursuant to the Delaware Business
Trust Act by the entering into of that certain Trust Agreement, dated as of
November 22, 1998 (the "Original Trust Agreement"), and by the execution and
filing by certain of the Trustees with the Secretary of State of the State of
Delaware of the Certificate of Trust, filed on December 10, 1998, attached as
Exhibit A, for the sole purpose of issuing and selling certain securities
representing undivided beneficial interests in the assets of the Trust and
investing the proceeds thereof in the Debentures (as defined herein);

               WHEREAS, as of the date hereof, no interests in the Trust have
been issued; and

               WHEREAS, the Sponsor 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 and sale of the Common Securities by the
Trust to the Sponsor, (ii) the issuance and sale of the Preferred Securities by
the Trust pursuant to the Underwriting Agreement and (iii) the acquisition by


<PAGE>   9
the Trust from the Sponsor of all of the right, title and interest in the
Debentures;

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





                                    ARTICLE 1
                                 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;

               (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 the Trust Securities,
the amount of Additional Interest (as defined in the Indenture) paid by the
Sponsor on the Debentures.


                                       2
<PAGE>   10
               "Additional Sums" means, with respect to the Trust Securities,
the amount of Additional Sums (as defined in the Indenture) paid by the Sponsor
on the Debentures.

               "Administrative Trustee" means each of Alan M. Wright and Thomas
A. McNish, each solely in his capacity as Administrative Trustee of the Trust
formed and continued hereunder and not in his individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor in interest in such capacity, or any successor Administrative 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, provided, however that an Affiliate
of the Sponsor shall not be deemed to include the Trust. For the purposes of
this definition, "control" when used with respect to any specified Person means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

               "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Certificate or beneficial interest therein, the
rules and procedures of the Clearing Agency for such security to the extent
applicable to such transaction and as in effect from time to time.

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

               "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


                                       3
<PAGE>   11
     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
     bankrupt or insolvent, or the consent by it to the institution of
     bankruptcy or insolvency proceedings against it, or the filing by it of a
     petition or answer or consent seeking reorganization or relief under any
     applicable Federal or State bankruptcy, insolvency, reorganization or other
     similar law, or the consent by it to the filing of any such petition or to
     the appointment of a receiver, liquidator, assignee, trustee, sequestrator
     (or similar official) of such Person or of any substantial part of its
     property, or the making by it of an assignment for the benefit of
     creditors, or the admission by it in writing of its inability to pay its
     debts generally as they become due and its willingness to be adjudicated a
     bankrupt, or the taking of corporate action by such Person in furtherance
     of any such action.

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

               "Board of Directors" means either the board of directors of the
Sponsor or any committee of that board duly authorized to act hereunder.

               "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 any day other than a Saturday or Sunday or 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 a day on which the
Corporate Trust Office of the Property Trustee or the

                                       4

<PAGE>   12
corporate trust office of the Debenture Trustee, is closed for business.

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

               "Certificated Preferred Security" has the meaning specified in
Section 5.2.

               "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 first Time of Delivery (as defined in
the Underwriting Agreement), which date is also the date of execution and
delivery of this Trust Agreement.

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

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

               "Common Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount with respect to the assets of
the Trust of $___


                                       5

<PAGE>   13
and having the rights provided therefor in this Trust Agreement, including
the right to receive Distributions and a Liquidation Distribution as
provided herein.

               "Common Stock" means common stock, $.01 par value per share, of
the Sponsor.

               "Conversion Agent" has the meaning specified in Section 4.3.

               "Conversion Date" has the meaning specified in Section 4.3.

               "Conversion Expiration Date" means the date selected by the
Sponsor not less than 30 days nor more than 60 days after the date on which the
Sponsor issues a press release announcing its intention to terminate the
conversion rights of the Holders.

               "Conversion Price" has the meaning specified in Section 4.3.

               "Corporate Trust Office" means the principal corporate trust
office of the Property Trustee at which at any particular time its corporate
trust business shall be administered, which office at the date hereof is located
at 101 Barclay Street, Floor 21W, New York, New York 10286, Attention: Corporate
Trust Administration.

               "Current Market Price", with respect to Common Stock, means for
any day the last reported sale price, regular way, on such day, or, if no sale
takes place on such day, the average of the reported closing bid and asked
prices on such day, regular way, in either case as reported on the New York
Stock Exchange Composite Transactions Tape, or, if Common Stock is not listed or
admitted to trading on the New York Stock Exchange on such day, on the principal
national securities exchange on which Common Stock is listed or admitted to
trading, if Common Stock is listed on a national securities exchange, or the
Nasdaq National Market, or, if Common Stock is not quoted or admitted to trading
on such quotation system, on the principal quotation system on which Common
Stock may be listed or admitted to trading or quoted, or, if not listed or
admitted to trading or quoted on any national securities exchange or quotation
system, the

                                       6
<PAGE>   14
average of the closing bid and asked prices of Common Stock in the
over-the-counter market on the day in question as reported by the National
Quotation Bureau Incorporated, or a similar generally accepted reporting
service, or, if not so available in such manner, as furnished by any New York
Stock Exchange member firm selected from time to time by the Board of Directors
for that purpose or, if not so available in such manner, as otherwise determined
in good faith by the Board of Directors.

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

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

               "Debenture Trustee" means The Bank of New York, a New York
banking corporation, as trustee under the Indenture.

               "Debentures" means $__________ aggregate principal amount of the
Sponsor's __% convertible subordinated debentures issued pursuant to the
Indenture.

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

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

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

                                       7
<PAGE>   15
               "Direct Action" has the meaning specified in Section 6.8.

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

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

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

               "Event of Default" means the occurrence of a Debenture Event of
Default, whatever the reason for such Debenture 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.

               "Exchange Notice" has the meaning specified in Section 4.4(b).

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

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

               "Guarantee" means the Guarantee Agreement executed and delivered
by the Sponsor and The Bank of New York, a New York banking corporation, as
guarantee trustee, contemporaneously with the execution and delivery of this
Trust Agreement, for the benefit of the Holders of the Preferred Securities, as
amended from time to time.

               "Holder" means a Person in whose name a Trust Securities
Certificate representing a Trust Security is registered, such Person being a
beneficial owner within the meaning of the Delaware Business Trust Act.

                  "Indenture" means the Indenture, dated as of June 1, 1997,
between the Sponsor and the Debenture

                                       8

<PAGE>   16
Trustee as amended by the First Supplemental Indenture, as amended or
supplemented from time to time.

               "Investment Company Event" means the receipt by the Property
Trustee, on behalf of the Trust, of an Opinion of Counsel, rendered by a law
firm having a national tax and securities practice (which Opinion of Counsel
shall not have been rescinded by such law firm), to the effect that, as a result
of the occurrence of a change in law or regulation or a change in interpretation
or application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law") that there is more
than an insubstantial risk that the Trust is or will be considered an
"investment company" that is required to be registered under the 1940 Act, which
Change in 1940 Act Law becomes effective on or after the date of original
issuance of the Preferred Securities under this Trust Agreement.

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

               "Liquidation Amount" means an amount with respect to the assets
of the Trust equal to $      per Trust Security.

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

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

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

               "Notice of Conversion" means the notice given by a holder of
Preferred Securities to the Conversion Agent directing the Conversion Agent to
exchange such Preferred Security for Debentures and to convert such

                                       9
<PAGE>   17
Debentures into Common Stock on behalf of such holder. Such notice is
substantially in the form set forth in Exhibit D.

               "Officers' Certificate" means a certificate signed by (i) the
Chairman of the Board, a Vice Chairman, the President or a Vice President, and
by (ii) the Treasurer, an Assistant Treasurer, the Controller, the Secretary or
an Assistant Secretary, of the Sponsor, and delivered to the Trustee. One of the
officers signing an Officers' Certificate given pursuant to Section 8.15 shall
be the principal executive, financial or accounting officer of the Sponsor. 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 of 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 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 Sponsor, and who may be an
employee of any thereof, and who shall be acceptable to the Property Trustee.
Any Opinion of Counsel delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement shall include:


          (a) a statement that each individual signing the Opinion of Counsel
     has read the covenant or condition and the definitions relating thereto;

                                       10
<PAGE>   18
          (b) a brief statement of the nature and scope of the examination or
     investigation undertaken by each individual in rendering the Opinion of
     Counsel;

          (c) a statement that each individual has made such examination or
     investigation as is necessary to enable such individual 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 individual,
     such condition or covenant has been complied with.

               "Optional Redemption Price" means, except as set forth below,
with respect to the Preferred Securities, the following percentages of the
Liquidation Amounts thereof, and accumulated and unpaid Distributions, if any,
to the date fixed for redemption if redeemed during the twelve-month period
commencing _____ in each of the following years indicated:


<TABLE>
<CAPTION>

       Year                  Redemption Price                   Year               Redemption Price
       ----                  ----------------                   ----               ----------------
<S>                        <C>                                 <C>                <C>




</TABLE>




               In the event of a redemption of Trust Securities upon the
occurrence of a Tax Event, Trust Securities shall be redeemed at the redemption
price of $__ per Trust Security and all accumulated and unpaid Distributions, if
any to the date fixed for redemption.

               In the event of a redemption of Trust Securities pursuant to
Section 4.2(a)(ii), Trust Securities shall be redeemed as the redemption price
specified therein.

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

                                       11
<PAGE>   19
               "Outstanding", when used with respect to Trust Securities, means,
as of the date of determination, all Trust Securities theretofore executed and
delivered under this Trust Agreement, except:

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

          (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 in exchange for or in
     lieu of which other Trust Securities have been executed and delivered
     pursuant to Section 5.5:

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

                  "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 Owner, then as
reflected in the records of a Person maintaining an account

                                       12
<PAGE>   20
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.

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

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

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

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

               "Property Trustee" means the commercial bank or trust company
identified as the "Property Trustee" in the preamble to this Trust Agreement
solely in its capacity as Property Trustee of the Trust heretofore formed and
continued hereunder and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as herein
provided.

               "Redemption Date" means, with respect to any Trust Security to be
redeemed, each Debenture Redemption Date.

               "Redemption Price" means, with respect to any Trust Security, $__
per Trust Security, plus accumulated and unpaid Distributions (including any
Additional Sums) to the date of redemption.

                                       13
<PAGE>   21
               "Relevant Trustee" has the meaning specified in Section 8.9.

               "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 Securities is registered in the Securities Register; any such Person
shall be deemed to be a beneficial owner within the meaning of the Delaware
Business Trust Act.

               "Special Event" means a Tax Event or an Investment Company Event.

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

               "Successor Property Trustee" has the meaning specified in Section
8.9.

               "Successor Delaware Trustee" has the meaning specified in Section
8.9.

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

               "Tax Event" means the receipt by the Property Trustee, on behalf
of the Trust, of an Opinion of Counsel, rendered by a law firm having a national
tax and securities practice (which Opinion of Counsel shall not have been
rescinded by such law firm), to the effect that, as a result of any amendment
to, or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein affecting taxation, 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
such 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 in each case after the date thereof that (i) the Trust is, or
will be within 90 days after the date thereof, subject to United State Federal
income tax with respect to income received or

                                       14
<PAGE>   22
accrued on the Debentures, (ii) interest payable by the Sponsor on the
Debentures is not, or will not be, within 90 days after the date hereof,
deductible, 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 thereof, subject
to more than de minimus amount of other taxes, duties, assessments or other
governmental charges.

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

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

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

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

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

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

                                       15
<PAGE>   23
               "Trustees" means, collectively, the Property Trustee, the
Delaware Trustee and the Administrative Trustees.

               "Underwriting Agreement" means the Underwriting Agreement, dated
as of, __________ 2001 among the Trust, the Sponsor and the Underwriters named
therein.



                                    ARTICLE 2
                           ESTABLISHMENT OF THE TRUST

               SECTION 2.1. Name. The Trust continued hereby shall be known as
"CMS Energy Trust V", as such name may be modified from time to time by the
Administrative Trustees following written notice to the Holders of Trust
Securities and the other Trustees, in which name the Trustees may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.

               SECTION 2.2. Office of the Delaware Trustee; Principal Place of
Business. The address of the Delaware Trustee in the State of Delaware is White
Clay Center, Route 273, Newark, Delaware 19711: Corporate Trust, or such other
address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Sponsor. The principal executive
office of the Trust is Fairlane Plaza South 330 Town Center Drive, Suite 1100
Dearborn, Michigan 48126.

               SECTION 2.3. Organizational Expenses. The Sponsor 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 Sponsor shall make no claim upon the Trust Property for the payment
of such expenses.

               SECTION 2.4. Issuance of the Preferred Securities. On,
2001 the Sponsor and an Administrative Trustee on behalf of the Trust executed
and delivered the Underwriting Agreement. Contemporaneously with the execution
and delivery of this Trust Agreement, an Administrative Trustee, on behalf of
the Trust, shall execute in accordance with Section 5.2 and deliver to the

                                       16
<PAGE>   24
Underwriters named therein Preferred Securities Certificates, in an aggregate
amount of _________ Preferred Securities having an aggregate Liquidation Amount
of $_________, against receipt of the aggregate purchase price of such Preferred
Securities of $__________, which amount the Administrative Trustees shall
promptly deliver to the Property Trustee.

               SECTION 2.5. Subscription and Purchase of Debentures; Issuance of
the Common Securities. Contemporaneously with the execution and delivery of
this Trust Agreement, the Administrative Trustees, on behalf of the Trust, shall
subscribe to and purchase from the Sponsor Debentures, registered in the name of
the Property Trustee (in its capacity as such) and having an aggregate principal
amount equal to $_________, and, in satisfaction of the purchase price for such
Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the
Sponsor the sum of $__________. Contemporaneously therewith, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2
and deliver to the Sponsor Common Securities Certificates registered in the name
of the Sponsor, in an aggregate amount of _________ Common Securities having an
aggregate Liquidation Amount of $________ against receipt of the aggregate
purchase price of such Common Securities from the Sponsor of the sum of
$_________, which amount the Administrative Trustees shall promptly deliver to
the Property Trustee.

               SECTION 2.6. Declaration of Trust. The exclusive purposes and
functions of the Trust are (a) to issue and sell Trust Securities and use the
proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's
income as provided in this Trust Agreement and (c) to engage in only those other
activities necessary or incidental thereto. The Trust shall not borrow money,
issue debt or reinvest proceeds derived from investments, pledge any of its
assets or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified for United States Federal income tax
purposes as a grantor trust. The Sponsor 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

                                       17
<PAGE>   25
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.
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 Section 2.6 and
paragraph (b) of this Section, and in accordance with the following provisions
(i) and (ii), the Trustees shall have the exclusive power, duty and the
authority to cause the Trust to engage in the following activities:



          (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) to issue and sell the Trust Securities, provided, however,
          that the Trust may issue no more than one series of Preferred
          Securities and no more than one series of Common Securities, and,
          provided, further, that there shall be no interests in the Trust other
          than the Trust Securities, and the issuance of Trust Securities shall
          be limited to simultaneous issuance of both Preferred Securities and
          Common Securities on the Closing Date, subject to the issuance of
          Trust Securities pursuant to Section 5.5 and Successor Securities
          pursuant to Section 9.5;

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

                                       18
<PAGE>   26
               (C) to assist 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) to assist in the listing of the Preferred Securities upon
          such securities exchange or exchanges as shall be determined by the
          Sponsor 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 (only to the extent that such listing or registration
          is requested by the Sponsor);

               (E) to appoint a Paying Agent, a Securities Registrar and an
          authenticating agent in accordance with this Trust Agreement;

               (F) to the extent provided in this Trust Agreement, to wind up
          the affairs of and liquidate the Trust and prepare, execute and file
          the certificate of cancellation with the Secretary of State of the
          State of Delaware;

               (G) unless otherwise determined by the Sponsor, the Property
          Trustee or the Administrative Trustees, or as otherwise required by
          the Delaware Business Trust Act or the Trust Indenture Act, to execute
          on behalf of the Trust (either acting alone or together with any other
          Administrative Trustees) any documents that the Administrative
          Trustees have the power to execute pursuant to this Trust Agreement;
          and

               (H) to take 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 including, but not
          limited to:

                    (i) causing the Trust not to be deemed to be an Investment
               Company required to be registered under the 1940 Act;

                                       19
<PAGE>   27
                    (ii) causing the Trust to be classified for United States
               Federal income tax purposes as a grantor trust; and

                    (iii) cooperating with the Sponsor to ensure that the
               Debentures will be treated as indebtedness of the Sponsor for
               United States Federal income tax purposes;

          provided that such action does not adversely affect in any material
          respect the interests of Securityholders except as otherwise provided
          in Section 10.2(a).

          (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 and taking title to the Debentures;

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

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

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

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

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



                                       20
<PAGE>   28


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

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

                    (J) subject to 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); and

                    (K) to act as Paying Agent and/or Securities Registrar to
          the extent appointed as such hereunder.

     (b) So long as this Trust Agreement remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trust shall not, and the Trustees shall not and shall
cause the Trust not to (i) invest any proceeds received by the Trust from
holding the Debentures (rather, the Trustees shall distribute all such proceeds
to the Securityholders pursuant to the terms of this Trust Agreement and the
Trust Securities), acquire any investments or engage in any activities not
authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Securityholders, except as expressly provided
herein, (iii) take any action that would cause the Trust to fail or cease to
qualify as a "grantor trust" for United States Federal income tax purposes, (iv)
make any loans or incur any indebtedness for borrowed money or issue any other
debt, (v) take or consent to any action that would result in the

                                       21
<PAGE>   29
placement of a Lien on any of the Trust Property, (vi) possess any power or
otherwise act in such a way as to vary the Trust assets or the terms of the
Trust Securities in any way whatsoever except as permitted by the terms of this
Trust Agreement, or (vii) 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
Sponsor shall have the right and responsibility to assist the Trust with respect
to, or effect on behalf of the Trust, with the following actions (and any
actions taken by the Sponsor in furtherance of the following prior to the date
of this Trust Agreement are hereby ratified and confirmed in all respects):

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

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

          (iii) to the extent necessary, to prepare for filing by the Trust with
     the Commission and to execute on behalf of the Trust a registration
     statement on Form 8-A relating to the registration of the Preferred
     Securities under Section 12(b) or 12(g) of the Securities Exchange Act of
     1934, as amended, including any amendments thereto;

          (iv) any other actions necessary or incidental to carry out any of the
     foregoing activities.

                                       22
<PAGE>   30
     (d)  Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be deemed to be an "investment
company" required to be registered under the 1940 Act, or taxed as a corporation
for United States Federal income tax purposes and so that the Debentures will be
treated as indebtedness of the Sponsor for United States Federal income tax
purposes. In this connection, the Sponsor 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 Sponsor and the
Administrative Trustees determines in their discretion to be necessary or
desirable for such purposes, so long as such action does not adversely affect in
any material respect the interests of the Holders of the Preferred Securities
except as otherwise provided in Section 10.2(a).

     SECTION 2.8. Assets of Trust. The assets of the Trust shall consist of
only the Trust Property.

     SECTION 2.9. Title to Trust Property. Legal title to all Trust Property
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Trust and the Securityholders in accordance with this Trust Agreement. The
Securityholder shall not have legal title to any part of the assets of the
Trust, but shall have an undivided beneficial interest in the assets of the
Trust.


                                    ARTICLE 3
                                PAYMENT ACCOUNT

     SECTION 3.1 Payment Account. 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

                                       23
<PAGE>   31
the Securityholders and for distribution as herein provided, including (and
subject to) any priority of payments provided for herein.

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


                                    ARTICLE 4
                 DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION

     SECTION 4 1 Distributions. Distributions on the Trust Securities shall be
cumulative, and shall accrue from the date of original issuance, or the most
recent Distribution Date (as defined herein) and, except in the event that the
Sponsor exercises its right to defer the payment of interest on the Debentures
pursuant to the Indenture, shall be payable quarterly in arrears on __________,
_________, _________ and ________ of each year, commencing on _______, ____
(which dates correspond to the interest payment dates on the Debentures), when,
as and if available for payment by the Property Trustee, as further described in
paragraph (c) of this Section 4.1. If any date on which Distributions are
otherwise payable on the Trust Securities is not a Business Day, then the
payment of such Distributions shall be made on the next succeeding day which is
a Business Day (and no interest shall accrue for the period from and after such
date until the next succeeding Business Day) with the same force and effect as
if made on such date (each date on which Distributions are payable in accordance
with this Section 4.1(a), a "Distribution Date").

     (b) The Trust Securities represent undivided beneficial interests in the
Trust Property, and the Distributions on the Trust Securities shall be payable
at a rate of ___% per annum of the Liquidation Amount of the Trust Securities,
such rate being the rate of interest payable on the Debentures to be held by the
Property Trustee. The amount of Distributions payable for any period shall be
computed on the basis of a 360-day year of twelve 30-day months. For periods
less than a full quarter, Distributions shall reflect interest on Debentures
computed on the basis of the actual number of elapsed days in such period based
on

                                       24
<PAGE>   32
a 30-day month. The amount of Distributions payable for any period shall
include the Additional Amounts, if any.

     (c) Distributions on the Trust Securities shall be made by the Property
Trustee 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.

     (d) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
the date which is the fifteenth day (whether or not a Business Day) next
preceding such Distribution Date.

     SECTION 4.2. Redemption. Upon an optional redemption (as set forth in the
Indenture) of Debentures, the proceeds from such redemption shall be applied to
redeem Trust Securities having an aggregate Liquidation Amount equal to the
aggregate principal amount of the Debentures so redeemed by the Sponsor,
including pursuant to Section 4.4, at the Optional Redemption Price, and upon a
mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds
from such redemption shall be applied to redeem Trust Securities, having an
aggregate Liquidation Amount equal to the aggregate principal amount of the
Debentures so redeemed by the Sponsor, at the Redemption Price.

               (ii) If at any time following the Conversion Expiration Date,
          less than five percent (5%) in principal amount of the Debentures
          originally issued by the Sponsor remain outstanding, such Debentures
          are redeemable, at the option of the Sponsor, in whole but not in
          part, at a redemption price equal to the aggregate principal amount
          thereof, and all accrued and unpaid interest; in such event, the
          proceeds from such redemption shall be applied to redeem the
          Outstanding Trust Securities.

     (b) Notice of redemption (which notice will be irrevocable) 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 the

                                       25
<PAGE>   33
Sponsor and each Holder of Trust Securities to be redeemed, at such Holder's
address as it appears in the Securities Register. All notices of redemption
shall state:

                    (i) the Redemption Date;

                    (ii) the Redemption Price or the Optional Redemption Price,
     as the case may be;

                    (iii) the CUSIP number;

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

                    (v) If the Preferred Securities are convertible, (A) that a
     Holder of Preferred Securities who desires to convert such Preferred
     Securities called for redemption must satisfy the requirements for
     conversion contained in Section 4.3 below, (B) the Conversion Price and
     (C), if previously determined, the Conversion Expiration Date;(vi) that
     on the Redemption Date the Redemption Price or the Optional Redemption
     Price, as the case may be, 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

                    (vii) the place or places where such Trust Securities are to
     be surrendered for payment of the Redemption Price or the Optional
     Redemption Price, as the case may be.

     (c) The Trust Securities redeemed on each Redemption Date shall be redeemed
at the Redemption Price or the Optional Redemption Price, as the case may be,
with the proceeds from the contemporaneous redemption of Debentures. Redemptions
of the Trust Securities shall be made and the Redemption Price or the Optional
Redemption Price, as the case may be, 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 or the Optional
Redemption Price, as the case may be.

                                       26
<PAGE>   34
     (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 and to
the extent 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. 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 or Optional Redemption Price, as the case may be, on
such Preferred Securities held in certificated form and will give the Paying
Agent irrevocable instructions and authority to pay the Redemption Price or the
Optional Redemption Price, as the case may be, 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 or the Optional Redemption
Price, as the case may be, but without interest, and such Trust Securities will
cease to be Outstanding. In the event that any date on which any Redemption
Price or the Optional Redemption Price, as the case may be, is payable is not a
Business Day, then payment of the Redemption Price or the Optional Redemption
Price, as the case may be, payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), with the same force and effect as if made
on such date.

     (e) 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 that are to be
redeemed. The particular Preferred Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Property Trustee from
the Outstanding Preferred Securities


                                       27
<PAGE>   35
not previously called for redemption, by lot or by such other method as the
Property Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to $ or an integral multiple of $ in
excess thereof) of the liquidation amount of the Preferred Securities. The
Property Trustee shall promptly notify the Securities Registrar and the
Conversion Agent 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; it being understood that, in the
case of Preferred Securities registered in the name of and held of record by the
Clearing Agency (or any successor) or any nominee, the distribution of the
proceeds of such redemption will be made in accordance with the procedures of
the Clearing Agency or its nominee. 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 which has been or is to be redeemed. In the event
of any redemption in part, the Trust shall not be required to (i) issue,
register the transfer of or exchange of any Preferred Security during a period
beginning at the opening of business 15 days before any selection for redemption
of Preferred Securities and ending at the close of business on the earliest date
in which the relevant notice of redemption is deemed to have been given to all
holders of Preferred Securities to be so redeemed or (ii) register the transfer
of or exchange of any Preferred Securities so selected for redemption, in whole
or in part, except for the unredeemed portion of any Preferred Securities being
redeemed in part.

     SECTION 4.3. Conversion. The Holders of Trust Securities, subject to the
limitations set forth in this Section, shall have the right at any time prior to
the Conversion Expiration Date, at their option, to cause the Conversion Agent
to convert Trust Securities, on behalf of the converting Holders, into shares of
Common Stock in the manner described herein on and subject to the following
terms and conditions:

               (i) The Trust Securities will be convertible into fully paid and
          nonassessable shares of Common Stock pursuant to the Holder's
          direction to the Conversion Agent to exchange such Trust Securities

                                       28

<PAGE>   36
          for a portion of the Debentures, and immediately convert such amount
          of Debentures into fully paid and nonassessable shares of Common Stock
          at an initial rate of ______ shares of Common Stock for each Trust
          Security (which is equivalent to a conversion price of $_____ per $___
          principal amount of Debentures), subject to certain adjustments set
          forth in the Indenture (as so adjusted, "Conversion Price").

               (ii) In order to convert Trust Securities into Common Stock, the
          Holder of such Trust Securities shall submit to the Conversion Agent
          an irrevocable Notice of Conversion to convert Trust Securities on
          behalf of such Holder, together, if the Trust Securities are in
          certificated form, with such certificates. The Notice of Conversion
          shall (i) set forth the number of Trust Securities to be converted and
          the name or names, if other than the Holder, in which the shares of
          Common Stock should be issued and (ii) direct the Conversion Agent (a)
          to exchange such Trust Securities for a portion of the Debentures held
          by the Property Trustee (at the rate of exchange specified in the
          preceding paragraph) and (b) to immediately convert such Debentures,
          on behalf of such Holder, into Common Stock (at the conversion rate
          specified in the preceding paragraph). The Conversion Agent shall
          notify the Property Trustee of the Holder's election to exchange Trust
          Securities for a portion of the Debentures held by the Property
          Trustee and the Property Trustee shall, upon receipt of such notice,
          deliver to the Conversion Agent the appropriate principal amount of
          Debentures for exchange in accordance with this Section. The
          Conversion Agent shall thereupon notify the Sponsor of the Holder's
          election to convert such Debentures into shares of Common Stock.
          Holders of Trust Securities at the close of business on a Distribution
          payment record date will be entitled to receive the Distribution paid
          on such Trust Securities on the corresponding Distribution Date
          notwithstanding the conversion of such Trust Securities following such
          record date but prior to such Distribution Date. Except as provided
          above, neither the Trust nor the Sponsor will make, or be required to
          make, any payment, allowance or ad-

                                       29
<PAGE>   37
          justment upon any conversion on account of any accumulated and unpaid
          Distributions whether or not in arrears accrued on the Trust
          Securities surrendered for conversion, or on account of any
          accumulated and unpaid dividends on the shares of Common Stock issued
          upon such conversion. Trust Securities shall be deemed to have been
          converted immediately prior to the close of business on the day on
          which an irrevocable Notice of Conversion relating to such Trust
          Securities is received by the Conversion Agent in accordance with the
          foregoing provision (the "Conversion Date"). The Person or Persons
          entitled to receive the Common Stock issuable upon conversion of the
          Debentures shall be treated for all purposes as the record holder or
          holders of such Common Stock on the date of conversion. As promptly as
          practicable on or after the Conversion Date, the Sponsor shall issue
          and deliver at the office of the Conversion Agent a certificate or
          certificates for the number of full shares of Common Stock issuable
          upon such conversion, together with the cash payment, if any, in lieu
          of any fraction of any share to the Person or Persons entitled to
          receive the same, unless otherwise directed by the Holder in the
          notice of conversion and the Conversion Agent shall distribute such
          certificate or certificates to such Person or Persons.

               (iii) On and after _______, _____, the Sponsor may, at its
          option, cause the conversion rights of holders of the Debentures (and
          the corresponding conversion rights of Holders of Trust Securities) to
          expire; provided, however, that the Sponsor may exercise this option
          only if for 20 trading days within any period of 30 consecutive
          trading days, including the last trading day of such period, the
          Current Market Price of Common Stock exceeds ____% of the Conversion
          Price.

               In order to exercise its option to terminate the conversion
          rights of the Debentures, the Sponsor must issue a press release for
          publication on the Dow Jones News Service announcing the Conversion
          Expiration Date prior to the opening of business on the second trading
          day after any period in which the condition in the preceding sentence
          has

                                       30
<PAGE>   38
          been met, but in no event prior to _______. The press release shall
          announce the Conversion Expiration Date (which may not occur sooner
          than 30 nor more than 60 days after the Sponsor issues the press
          release announcing its intention to terminate the conversion rights of
          the Debentures) and provide the current Conversion Price and Current
          Market Price of Common Stock, in each case as of the close of business
          on the trading day next preceding the date of the press release.
          Conversion rights will terminate at the close of business on the
          Conversion Expiration Date.

               The Sponsor, or at the request of the Sponsor, the Property
          Trustee shall send notice of the expiration of conversion rights by
          first-class mail to the Holders of the Trust Securities and the
          holders of the Debentures not more than four Business Days after the
          Sponsor issues the press release or, if the Property Trustee is
          requested to send such notice, which shall be on the date of such
          press release, after the Sponsor delivers written instructions to the
          Property Trustee containing the information required by the next
          sentence to be in the notice. Such mailed notice of the expiration of
          the conversion rights of the Holders shall state: (A) the Conversion
          Expiration Date; (B) the Conversion Price of the Trust Securities and
          the Current Market Price of the Common Stock, in each case as of the
          close of business on the Business Day next preceding the date of the
          notice of expiration of the conversion rights of the Holders; (C) the
          place or places at which Trust Securities may be surrendered prior to
          the Conversion Expiration Date for certificates representing shares of
          Common Stock; and (D) such other information or instructions as the
          Sponsor deems necessary or advisable to enable a Holder to exercise
          its conversion right hereunder. No defect in the notice of expiration
          of the conversion rights of the Holders or in the mailing thereof with
          respect to any Trust Security shall affect the validity of such notice
          with respect to any other Trust Security. As of the close of business
          on the Conversion Expiration Date, the Debentures (and
          correspondingly, the Trust Securities) shall no longer be convertible
          into Common Stock. In

                                       31
<PAGE>   39
          the event that the Sponsor does not exercise its option to terminate
          the conversion rights of the Debentures, the Conversion Expiration
          Date with respect to the Trust Securities will be the close of
          business two Business Days preceding the date set for redemption of
          the Trust Securities upon the mandatory or optional redemption of the
          Debentures.

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

               (v) No fractional shares of Common Stock will be issued as a
          result of conversion, but, in lieu thereof, such fractional interest
          will be paid in cash by the Sponsor to the Conversion Agent in an
          amount equal to the Current Market Price of the fractional share of
          the Common Stock, and the Conversion Agent will in turn make such
          payment to the Holder or Holders of Trust Securities so converted.

               (vi) Nothing in this Section 4.3 shall limit the requirement of
          the Trust to withhold taxes pursuant to the terms of the Trust
          Securities or as set forth in this Agreement or otherwise re-

                                       32
<PAGE>   40
          quired of the Property Trustee or the Trust to pay any amounts on
          account of such withholdings.

     SECTION 4.4. Special Event Exchange or Redemption. If a Special Event
shall occur and be continuing, the Property Trustee shall direct the Conversion
Agent to exchange all Outstanding Trust Securities for Debentures having a
principal amount equal to the aggregate Liquidation Amount of the Trust
Securities to be exchanged and with accrued interest in an amount equal to any
unpaid Distribution (including any Additional Amounts) on the Trust Securities;
provided, however, that, in the case of a Tax Event, the Sponsor shall have the
right to (i) direct that less than all, or none, as appropriate, of the Trust
Securities be so exchanged if and for so long as the Sponsor shall have elected
to pay any Additional Sums (as defined in the Indenture) such that the amount
received by Holders of Trust Securities not so exchanged in respect of
Distributions and other distributions are not reduced as a result of such Tax
Event, and shall not have revoked any such election or failed to make such
payments or (ii) cause the Trust Securities to be redeemed in the manner set
forth below. If a Tax Event shall occur or be continuing, the Sponsor shall have
the right, upon not less than 30 nor more than 60 days' notice, to redeem the
Debentures, in whole or in part, for cash upon the later of (i) 90 days
following the occurrence of such Tax Event or (ii) ________. Promptly following
such redemption, Trust Securities with an aggregate liquidation amount equal to
the aggregate principal amount of the Debentures so redeemed will be redeemed by
the Trust at the Optional Redemption Price on a pro rata basis.

     (b) Notice of any exchange pursuant to this Section 4.4 (an "Exchange
Notice") of the Trust Securities, which Exchange Notice shall be irrevocable,
will be given by the Property Trustee by first-class mail to the Sponsor and to
each record Holder of Trust Securities to be exchanged not fewer than 30 nor
more than 60 days prior to the date fixed for exchange thereof. For purposes of
the calculation of the date of exchange and the dates on which notices are given
pursuant to this paragraph (b), an Exchange Notice shall be deemed to be given
on the day such notice is first mailed by first-class mail, postage prepaid, to
each Holder. Each Exchange Notice shall be addressed to each Holder of Trust
Securities at the address of such Holder appearing in the books and records of
the Trust. Each Exchange Notice shall state: (A) the exchange date; (B) the
aggregate

                                       33
<PAGE>   41
Liquidation Amount and any unpaid Distributions (including any Additional
Amounts) on the Trust Securities to be exchanged and the aggregate principal
amount and any accrued interest on the Debentures to be exchanged therefor; (C)
that on the exchange date the Trust Securities to be so exchanged shall be
exchanged for Debentures and that Distributions on the Trust Securities so
exchanged will cease to accumulate on and after said date; and (D) the identity
of the Conversion Agent, if any, and the place or places where each Trust
Certificate to be exchanged is to be surrendered in exchange for Debentures. No
defect in the Exchange Notice or in the mailing thereof with respect to any
Trust Security shall affect the validity of the exchange proceedings for any
other Trust Security.

     (c) In the event that fewer than all the Outstanding Preferred Securities
are to be exchanged, then, on the exchange date, (i) if all of the Outstanding
Preferred Securities are represented by Definitive Preferred Securities
Certificates, the particular Preferred Securities to be exchanged will be
selected by the Property Trustee from the Outstanding Preferred Securities not
previously called for redemption or exchange on a pro rata basis, (ii) if all of
the Outstanding Preferred Securities are represented by Book-Entry Preferred
Securities Certificates, the Property Trustee shall provide for the selection
for exchange of a portion of the Global Certificate representing the Book-Entry
Preferred Securities Certificates on a pro rata basis and (iii) if Outstanding
Trust Securities are represented by both Definitive Preferred Securities
Certificates and Book-Entry Preferred Securities Certificates, the Property
Trustee shall select the portion of the Global Certificate representing the
Book-Entry Preferred Securities Certificates and the particular Outstanding
Preferred Securities represented by Definitive Preferred Securities Certificates
to be exchanged on a pro rata basis. In the case of clause (ii) or (iii) above,
the particular Book-Entry Preferred Securities Certificates to be exchanged
shall be selected in accordance with the applicable rules and procedures for the
Clearing Agency in whose name, or whose nominee's name, such global certificate
is then held. Any Preferred Securities Certificate that is to be exchanged only
in part shall be surrendered with due endorsement or by a written instrument of
transfer fully executed by the Holder thereof (or its attorney duly authorized
in writing) and the Trust shall prepare and deliver to such Holder, without
service charge, a new Preferred Securities Certificate or Certificates in aggre-

                                       34
<PAGE>   42
gate stated Liquidation Amount equal to, and in exchange for, the unredeemed
portion of the Preferred Securities Certificate so surrendered. The Common
Securities shall be exchanged in a similar manner.

               (d) In the event of an exchange pursuant to this Section 4.4, on
the date fixed for any such exchange, (i) if the Preferred Securities are
represented by Book-Entry Preferred Securities Certificates, the Clearing Agency
of its nominee, as the record Holder of the Preferred Securities, will exchange
through the Conversion Agent the Global Certificate representing the Preferred
Securities to be exchanged for a registered Global Certificate or certificates
representing the Debentures to be delivered upon such exchange, (ii) if the
Preferred Securities are represented by Definitive Preferred Securities
Certificates, the certificates representing the Preferred Securities to be so
exchanged will be deemed to represent Debentures having a principal amount equal
to the aggregate stated Liquidation Amount of such Preferred Securities until
such certificates are presented to the Conversion Agent for exchange for
definitive certificates representing Debentures and (iii) all rights of the
Holders of the Preferred Securities so exchanged will cease, except for the
right of such Holders to receive Debentures. The Common Securities shall be
exchanged in a similar manner

               (e) Each Holder, by becoming a party to this Agreement pursuant
to Section 10.11 of this Agreement, will be deemed to have agreed to be bound by
these exchange provisions in regard to the exchange of Trust Securities for
Debentures pursuant to the terms described above.

               (f) Nothing in this Section 4.4 shall limit the requirement of
the Trust to withhold taxes pursuant to the terms of the Trust Securities or as
set forth in this Agreement or otherwise require the Property Trustee or the
Trust to pay any amounts on account of such withholdings.

               SECTION 4.5. Subordination of Common Securities. Payment of
Distributions (including Additional Amounts, if applicable) on, and the
Redemption Price of, the Trust Securities, as applicable, shall be made pro rata
based on the Liquidation Amount of the Trust Securities; provided, however, that
if on any Distribution Date or Redemption Date an Event of Default shall have
occurred and be continuing, no payment of any Distribution (including Additional
Amounts,

                                       35
<PAGE>   43
if applicable) on, or the Redemption Price of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions (including Additional Amounts, if applicable) on all
Outstanding Preferred Securities for all Distribution periods terminating on or
prior thereto, or in the case of payment of the Redemption Price the full amount
of such Redemption Price on all Outstanding Preferred Securities, shall have
been made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions (including Additional Amounts, if applicable) on, or the
Redemption Price of, Preferred Securities then due and payable.

               SECTION 4.6. Payment Procedures. Payments 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, in accordance
with the Certificate Depositary Agreement on the applicable Distribution Dates.
Payments in respect of the Common Securities shall be made in such manner as
shall be mutually agreed between the Property Trustee and the Holder of the
Common Securities.

               SECTION 4.7. Tax Returns and Reports. The Administrative
Trustees shall prepare (or cause to be prepared), at the Sponsor's expense, and
file all United States Federal, State and local tax and information returns and
reports required to be filed by or in respect of the Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared or
filed) Form 1041 or 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 a
Form 1099 or the appropriate Internal Revenue Service form required to be
furnished to such Securityholder or the information required to be provided on
such form. The Administrative Trustees shall provide the Sponsor and the
Property Trustee with a copy of all such returns, reports and schedules promptly
after such filing or furnishing. The Trustees shall comply with United States
Federal withholding and backup withholding tax laws and information reporting
requirements with

                                       36
<PAGE>   44
respect to any payments to Securityholders under the Trust Securities.

         SECTION 4.8. Payment of Taxes, Duties, Etc. of the Trust. Upon receipt
under the Debentures of Additional Sums, the Property Trustee, upon receipt of
written notice from the Sponsor or the Administrative Trustees, shall promptly
pay from such Additional Sums any taxes, duties or governmental charges of
whatsoever nature (other than withholding taxes) imposed on the Trust by the
United States or any other taxing authority.

         SECTION 4.9. Payments under Indenture. Any amount payable hereunder to
any Holder of Preferred Securities (and any Owner with respect thereto) shall be
reduced by the amount of any corresponding payment such Holder (or Owner) has
directly received pursuant to Section 5.7 of the Indenture in accordance with
the terms of Section 6.8 hereof.


                                    ARTICLE 5
                          TRUST SECURITIES CERTIFICATES

         SECTION 5.1.    Initial Ownership. Upon the formation of the Trust and
         until the issuance of the Trust Securities, and at any time during
         which no Trust Securities are Outstanding, the Sponsor shall be the
         sole beneficial owner of the Trust.

         SECTION 5.2.    The Trust Securities Certificates. The Preferred
Securities Certificates shall be issued in minimum denominations of $___
Liquidation Amount and integral multiples of $___ in excess thereof, and the
Common Securities Certificates shall be issued in denominations of $___
Liquidation Amount and integral multiples thereof. The consideration received by
the Trust for the issuance of the Trust Securities shall constitute a
contribution to the capital of the Trust and shall not constitute a loan to the
Trust. Initially the Preferred Securities will be represented by one or more
certificates in registered, global form (the "Global Certificate"). The Trust
Securities Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of at least one Administrative Trustee and authenticated by
the Property Trustee. Trust Securities Certificates bearing the manual or
facsimile

                                       37


<PAGE>   45


signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefit of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
delivery of such Trust Securities Certificates or did not hold such offices at
the date of delivery of such Trust Securities Certificates. A transferee of a
Trust Securities Certificate shall become a Securityholder, and shall be
entitled to the rights and subject to the obligations of a Securityholder
hereunder, upon due registration of such Trust Securities Certificate in such
transferee's name pursuant to Section 5.4.

         SECTION 5.3.    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 Sponsor, signed by its Chairman of the Board, any Vice Chairman,
its President, any Senior Vice President or any Vice President, Treasurer or
Assistant Treasurer or Controller without further corporate action by the
Sponsor, in authorized denominations.

         A Trust Security Certificate shall not be valid until authenticated by
the manual signature of an authorized signatory of the Property Trustee. The
signature shall be conclusive evidence that the Trust Security Certificate has
been authenticated under this Trust Agreement. Upon a written order of the Trust
signed by one Administrative Trustee, the Property Trustee shall authenticate
the Trust Security Certificates for original issue.

         The Property Trustee may appoint an authenticating agent acceptable to
the Administrative Trustees to authenticate Trust Security Certificates. An
authenticating agent may authenticate Trust Security Certificates whenever the
Property Trustee may do so. Each reference in this Trust Agreement to
authentication by the Property Trustee includes authentication by such agent. An
authenticating agent has the same rights as the Property Trustee to deal with
the Sponsor or an Affiliate with respect to the authentication of Trust
Securities.


                                       38
<PAGE>   46



         SECTION 5.4.    Registration of Transfer and Exchange of Preferred
Securities. The Securities Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 5.8, a Securities Register in
which, subject to such reasonable regulations as it may prescribe, the
Securities Registrar 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 Security
at an office or agency of the Sponsor designated pursuant to Section 5.8 for
such purpose, the Sponsor shall execute, and the Property Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Preferred Securities of any authorized
denominations and of a like aggregate principal amount and bearing such
restrictive legends as may be required by this Trust Agreement.

         At the option of the Holder, and subject to the other provisions of
this Section 5.4, Preferred Securities may be exchanged for other Preferred
Securities of any authorized denomination and of a like Liquidation Amount, upon
surrender of the Preferred Securities to be exchanged at any such office or
agency. Whenever any Preferred Securities are so surrendered for exchange, the
Sponsor shall execute, and the Property Trustee shall authenticate and deliver,
the Preferred Securities which the Holder making the exchange is entitled to
receive.

         All Preferred Securities issued upon any registration of transfer or
exchange of Preferred Securities shall be the valid obligations of the Sponsor,
evidencing the same debt, and entitled to the same benefits under this Trust
Agreement, as the Securities surrendered upon such registration of transfer or
exchange.

         Every Preferred Security presented or surrendered for registration of
transfer or for exchange shall (if so requested by the Sponsor or the Securities
Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Sponsor and the Secu-



                                       39


<PAGE>   47


rities Registrar duly executed, by the Holder thereof or his attorney duly
authorized in writing.

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

         SECTION 5.5.    Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute and make available for authentication and 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 denomination.
In connection with the issuance of any new Trust Securities Certificate under
this Section, 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 duplicative Trust Securities Certificate issued
pursuant to this Section shall constitute conclusive evidence of an undivided
beneficial interest in the assets of the Trust, as if originally issued, whether
or not the lost, stolen or destroyed Trust Securities Certificate shall be found
at any time.

         SECTION 5.6.    Persons Deemed Securityholders. The Property Trustee
and the Securities Registrar shall treat the Person in whose name any Trust
Securities Certificate shall be registered in the Securities Register as the
owner of such Trust Securities Certificate for the purpose of receiving
Distributions and for all other purposes whatsoever, and neither the Property
Trustee nor the Securities Registrar shall be bound by any notice to the
contrary.


                                       40

<PAGE>   48


         SECTION 5.7.    Access to List of Securityholders' Names and Addresses.
The Administrative Trustees or the Sponsor shall furnish or cause to be
furnished (unless the Property Trustee is acting as Securities Registrar with
respect to the Trust Securities under the Trust Agreement) a list, in such form
as the Property Trustee may reasonably require, of the names and addresses of
the Securityholders as of the most recent record date (a) to the Property
Trustee, quarterly at least 5 Business Days before each Distribution Date, and
(b) to the Property Trustee, promptly after receipt by the Sponsor of a request
therefor from the Property Trustee in order to enable the Property Trustee to
discharge its obligations under this Trust Agreement, in each case to the extent
such information is in the possession or control of the Administrative Trustees
or the Sponsor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act, except to the extent Section 3819 of the
Delaware Business Trust Act would require greater access to such information, in
which case the latter shall apply. Each Holder, by receiving and holding a Trust
Securities Certificate, and each Owner shall be deemed to have agreed not to
hold the Sponsor, 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.

         SECTION 5.8.    Maintenance of Office or Agency. The Securities
Registrar shall maintain in The City of New York an office or offices or agency
or agencies where Preferred Securities Certificates may be surrendered for
registration of transfer, exchange or conversion and where notices and demands
to or upon the Trustees in respect of the Trust Securities Certificates may be
served. The Securities Registrar initially designates 101 Barclay Street, Floor
21W, New York, New York 10286, Attention: Corporate Trust Administration, as its
principal corporate trust office for such purposes. The Securities Registrar
shall give prompt written notice to the Sponsor and to the Securityholders of
any change in the location of the Securities Register or any such office or
agency.



                                       41
<PAGE>   49


         SECTION 5.9.    Appointment of Paying Agent. In the event that the
Preferred Securities are not in book-entry form only, the Trust shall maintain
in the Borough of Manhattan, City of New York, an office or agency (the "Paying
Agent") where the Preferred Securities may be presented for payment. 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 Sponsor.
Any Person acting as Paying Agent shall be permitted to resign as Paying Agent
upon 30 days' written notice to the Property Trustee and the Sponsor. 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 Sponsor to act as Paying Agent (which shall be a bank
or trust company). Each successor Paying Agent or any 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 each Securityholder. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 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. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

         SECTION 5.10.   Ownership of Common Securities by Sponsor. On the
Closing Date provided for in Section 2.5,




                                       42

<PAGE>   50

the Sponsor shall acquire and retain beneficial and record ownership of the
Common Securities. To the fullest extent permitted by law, any attempted
transfer of the Common Securities shall be void. The Administrative Trustees
shall cause each Common Securities Certificate issued to the Sponsor to contain
a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE".

         SECTION 5.11.   Global Securities; Non-Global Securities; Common
Securities Certificate. (a) Each Global Certificate authenticated under this
Trust Agreement shall be registered in the name of the Clearing Agency
designated by the Sponsor for such Global Certificate or a nominee thereof and
delivered to such Clearing Agency or a nominee thereof or custodian therefor,
and each such Global Certificate shall constitute a Preferred Security for all
purposes of this Trust Agreement.

         (b) If a Global Certificate is to be exchanged for Certificated
Preferred Securities or canceled in whole, it shall be surrendered by or on
behalf of the Clearing Agency, its nominee or custodian to the Property Trustee,
as Securities Registrar, for exchange or cancellation as provided in this
Article 5. If any Global Certificate is to be exchanged for Certificated
Preferred Securities or cancelled in part, or if another Preferred Security is
to be exchanged in whole or in part for a beneficial interest in any Global
Certificate, in each case, as provided in Section 5.4, then either (i) such
Global Certificate shall be so surrendered for exchange or cancellation as
provided in this Article 5 or (ii) the principal amount thereof shall be reduced
or increased by an amount equal to the portion thereof to be so exchanged or
cancelled, or equal to the principal amount of such Certificated Preferred
Security to be so exchanged for a beneficial interest therein, as the case may
be, by means of an appropriate adjustment made on the records of the Property
Trustee, as Securities Registrar, whereupon the Property Trustee, in accordance
with the Applicable Procedures, shall instruct the Clearing Agency or its
authorized representative to make a corresponding adjustment to its records.
Upon any such surrender or adjustment of a Global Certificate, the Property
Trustee shall, subject to Section 5.4 and as otherwise provided in this Article
5, authenticate and deliver any Preferred Securities issuable in exchange for
such Global Certificate (or any portion thereof) to or upon the order of, and
registered in such names as may be directed by, the Clearing Agency or its
authorized repre-


                                       43

<PAGE>   51


sentative. Upon the request of the Property Trustee in connection with the
occurrence of any of the events specified in the preceding paragraph, the
Sponsor shall promptly make available to the Property Trustee a reasonable
supply of Preferred Securities that are not in the form of Global Certificates.
The Property Trustee shall be entitled to rely upon any order, direction or
request of the Clearing Agency or its authorized representative which is given
or made pursuant to this Article 5 if such order, direction or request is given
or made in accordance with the Applicable Procedures.

         (c)   Every Preferred Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Certificate or any portion thereof, whether pursuant to this Article 5 or
otherwise, shall be authenticated and delivered in the form of, and shall be, a
Global Certificate, unless such Preferred Security is registered in the name of
a Person other than the Clearing Agency for such Global Certificate or a nominee
thereof.

         (d)   The Clearing Agency or its nominee, as registered owner of a
Global Certificate, shall be the holder of such Global Certificate for all
purposes under the Trust Agreement and the Preferred Securities, and owners of
beneficial interests in a Global Certificate shall hold such interests pursuant
to the Applicable Procedures. Accordingly, any such Owner's beneficial interest
in a Global Certificate will be shown only on, and the transfer of such interest
shall be effected only through, records maintained by the Clearing Agency or its
nominee or its participants and such owners of beneficial interests in a Global
Certificate will not be considered the owners or holders of such Global
Certificate for any purpose of this Trust Agreement or the Preferred Securities.

         (e)   A single Common Securities Certificate representing the Common
Securities shall be issued to the Sponsor 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


                                       44
<PAGE>   52


herein to be given to Owners to the Clearing Agency, and shall have no
obligations to provide notices directly to the Owners.

         SECTION 5.13.   Definitive Preferred Securities Certificates.
Notwithstanding any other provision in this Trust Agreement other than as
provided for in Section 5.4(b)(vi), no Global Certificate may be exchanged in
whole or in part for Preferred Securities registered, and no transfer of a
Global Certificate in whole or in part may be registered, in the name of any
Person other than the Clearing Agency for such Global Certificate or a nominee
thereof unless (i) such Clearing Agency (A) has notified the Sponsor that it is
unwilling or unable to continue as Clearing Agency for such Global Certificate
or (B) has ceased to be a clearing agency registered as such under the
Securities Exchange Act of 1934, as amended, and in either case the Trust and
the Sponsor thereupon fails to appoint a successor Clearing Agency, (ii) the
Trust and the Sponsor, at their option, notify the Property Trustee in writing
that it elects to cause the issuance of the Preferred Securities in certificated
form or (iii) there shall have occurred and be continuing an Event of Default or
any event which after notice or lapse of time or both would be an Event of
Default. In all cases, Certificated Preferred Securities delivered in exchange
for any Global Certificate or beneficial interests therein will be registered in
the names, and issued in any approved denominations, requested by or on behalf
of the Clearing Agency (in accordance with its customary procedures).

         SECTION 5.14.   Rights of Securityholders. The legal title to the Trust
Property is vested exclusively in the Property Trustee (in its capacity as such)
in accordance with Section 2.9, and the Securityholders shall not have any right
or title therein other than the undivided beneficial interest in the assets of
the Trust conferred by their Trust Securities and they shall have no right to
call for any partition or division of property, profits or rights of the Trust
except as described below. The Trust Securities shall be personal property
giving only the rights specifically set forth therein and in this Trust
Agreement. The Trust Securities shall have no preemptive or similar rights and,
when issued and delivered to Securityholders against payment of the purchase
price therefor, will be fully paid and nonassessable by the Trust. The Holders
of the Trust Securities,



                                       45

<PAGE>   53

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.


                                    ARTICLE 6
                    ACT OF SECURITYHOLDERS; MEETINGS; VOTING

         SECTION 6.1.    Limitations on Voting Rights. (a) Except as provided in
this Section, in Section 8.9 and 10.2 and in the Indenture and as otherwise
required by law, no Holder of Preferred Securities shall have any right to vote
or in any manner otherwise control the administration, operation and management
of the Trust or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of the Trust Securities Certificates, be
construed so as to constitute the Securityholders from time to time as partners
or members of an association.

         (b)   Subject to Section 8.2 hereof, if an Event of Default with
respect to the Preferred Securities has occurred and been subsequently cured,
waived or otherwise eliminated, the provisions of Section 6.1(b)(ii) hereof
shall apply. During (x) the period commencing on the date of the occurrence of
an Event of Default with respect to the Preferred Securities and ending on the
date when such Event of Default is cured, waived or otherwise eliminated, or (y)
any period not described in either the preceding sentence or the preceding
clause (x), the provisions of Section 6.1(b)(i) shall apply.

               (i)   The holders of a majority in aggregate liquidation amount
     of the Preferred Securities will have the right to direct the time, method
     and place of conducting any proceeding for any remedy available to the
     Property Trustee or to exercise any trust or power conferred upon the
     Property Trustee under the Trust Agreement, including the right to direct
     the Property Trustee to exercise the remedies available to it as a holder
     of the Debentures but excluding the right to direct the Property Trustee to
     consent to an amendment, modification or termination of the Indenture
     (which shall be as provided below). So long as any Debentures are held by
     the Property Trustee, the Trustees shall not (A) direct the time, method
     and place of conducting any proceeding for any remedy available to the
     Deben-

                                       46

<PAGE>   54


     ture Trustee, or executing any trust or power conferred on the Debenture
     Trustee with respect to such Debentures, (B) waive any past default which
     is waivable under Section 5.10 of the Indenture, (C) exercise any right to
     rescind or annul a declaration that the principal of all the Debentures
     shall be due and payable or (D) consent to any amendment, modification or
     termination of the Indenture or the Debentures, where such consent shall be
     required, without, in each case, obtaining the prior approval of the
     Holders of a majority in aggregate Liquidation Amount of all Outstanding
     Preferred Securities (except in the case of clause (D), which consent, in
     the event that no Event of Default shall occur and be continuing, shall be
     of the Holders of all Trust Securities, voting together as a single class);
     provided, however, that where a consent under the Indenture would require
     the consent of each holder of Debentures affected thereby, no such consent
     shall be given by the Property Trustee without the prior written consent of
     each Holder of Preferred Securities. The Trustees shall not revoke any
     action previously authorized or approved by a vote of the Holders of the
     Preferred Securities, except by a subsequent vote of the Holders of the
     Preferred Securities. The Property Trustee shall notify all Holders of
     record of the Preferred Securities of any notice of default received from
     the Debenture Trustee with respect to the Debentures. In addition to
     obtaining the foregoing approvals of the Holders of the Preferred
     Securities, prior to taking any of the foregoing actions, the Trustees
     shall, at the expense of the Sponsor, obtain an Opinion of Counsel
     experienced in such matters to the effect that the Trust will not be
     classified as an association taxable as a corporation or partnership for
     United States Federal income tax purposes on account of such action.

               (ii)      Subject to Section 8.2 of this Trust Agreement and only
     after the Event of Default with respect to the Preferred Securities has
     been cured, waived, or otherwise eliminated the holders of a majority in
     aggregate liquidation amount of the Common Securities will have the right
     to direct the time, method and place of conducting any proceeding for any
     remedy available to the Property Trustee or to exercise any trust or power
     conferred upon the Property Trustee under the Trust Agreement, including
     the right to

                                       47

<PAGE>   55

     direct the Property Trustee to exercise the remedies available to it as a
     holder of the Debentures but excluding the right to direct the Property
     Trustee to consent to an amendment, modification or termination of the
     Indenture (which shall be as provided below). So long as any Debentures are
     held by the Property Trustee, the Trustees shall not (A) direct the time,
     method and place of conducting any proceeding for any remedy available to
     the Debenture Trustee, or executing any trust or power conferred on the
     Debenture Trustee with respect to such Debentures, (B) waive any past
     default which is waivable under Section 5.10 of the Indenture, (C) exercise
     any right to rescind or annul a declaration that the principal of all the
     Debentures shall be due and payable or (D) consent to any amendment,
     modification or termination of the Indenture or the Debentures, where such
     consent shall be required, without, in each case, obtaining the prior
     approval of the Holders of a majority in aggregate Liquidation Amount of
     all Common Securities (except in the case of clause (D), which consent, in
     the event that no Event of Default shall occur and be continuing, shall be
     of the Holders of all Trust Securities, voting together as a single class);
     provided, however, that where a consent under the Indenture would require
     the consent of each holder of Debentures affected thereby, no such consent
     shall be given by the Property Trustee without the prior written consent of
     each Holder of Common Securities. The Trustees shall not revoke any action
     previously authorized or approved by a vote of the Holders of the Common
     Securities, except by a subsequent vote of the Holders of the Common
     Securities. The Property Trustee shall notify all Holders of record of the
     Common Securities of any notice of default received from the Debenture
     Trustee with respect to the Debentures. In addition to obtaining the
     foregoing approvals of the Holders of the Common Securities, prior to
     taking any of the foregoing actions, the Trustees shall, at the expense of
     the Sponsor, obtain an Opinion of Counsel experienced in such matters to
     the effect that the Trust will not be classified as an association taxable
     as a corporation or partnership for United States Federal income tax
     purposes on account of such action.

         (c)   If any proposed amendment to the Trust Agreement provides for, or
the Trustees otherwise propose to


                                       48

<PAGE>   56

effect 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 a majority in aggregate Liquidation Amount of the
Outstanding Preferred Securities.

         SECTION 6.2.    Notice of Meetings. Notice of all meetings of the
Holders of the Preferred Securities, stating the time, place and purpose of the
meeting, shall be given by the Property Trustee pursuant to Section 10.8 to each
Preferred Securityholder of record, at its registered address, at least 15 days
and not more than 90 days before the meeting. At any such meeting, any business
properly before the meeting may be so considered whether or not stated in the
notice of the meeting. Any adjourned meeting may be held as adjourned without
further notice.

         SECTION 6.3.    Meetings of Preferred Security-holders. No annual
meeting of Securityholders is required to be held. The Administrative Trustees,
however, shall call a meeting of Securityholders to vote on any matter upon the
written request of the Preferred Securityholders of record of 25% of the
Preferred Securities (based upon their Liquidation Amount) and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of the Holders of Preferred Securities to vote on any
matters as to which such Holders are entitled to vote.

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

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


                                       49

<PAGE>   57



         SECTION 6.4.    Voting Rights. Securityholders shall be entitled to one
vote for each $___ of Liquidation Amount represented by their Trust Securities
in respect of any matter as to which such Securityholders are entitled to vote.
Notwithstanding that holders of Preferred Securities are entitled to vote or
consent under any of the circumstances described above, any of the Preferred
Securities that are owned at such time by the Sponsor, the Trustees or any
affiliate of any Trustee shall, for purposes of such vote or consent, be treated
as if such Preferred Securities were not outstanding.

         SECTION 6.5.    Proxies, Etc. At any meeting of Securityholders, any
Securityholders 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 represented by proxy in respect
of such Trust Securities, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Trust Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

         SECTION 6.6.    Securityholder Action by Written Consent. Any action
which may be taken by Securityholders at a meeting may be taken without a
meeting if Securityholders holding more than 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.


                                       50
<PAGE>   58


         SECTION 6.7.    Record Date for Voting and Other Purposes. For the
purposes of determining the Securityholders who are entitled to notice of and
to vote at any meeting or by written consent, or to participate in any
Distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Trust Agreement, or for the purpose of any other
action, the Property Trustee 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
Distributions 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 evidence 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
acknowledgements of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in



                                       51

<PAGE>   59

any other manner which any Trustee receiving the same deems sufficient.

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

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

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

         If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article 6, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

         Upon the occurrence and continuation of an Event of Default, the
holders of Preferred Securities shall rely on the enforcement by the Property
Trustee of its rights as holder of the Debentures against the Sponsor. If the
Property Trustee fails to enforce its rights as holder of the Debentures after a
request therefor by a holder of Preferred Securities, such holder may proceed to
enforce such rights directly against the Sponsor. Notwithstanding the foregoing,
if an Event of Default has occurred and is continuing and such event is
attributable to the failure of the Sponsor to pay interest or principal on the
Debentures on the date such interest or principal is otherwise payable (or in
the case of redemption, on the Redemption Date), then a holder


                                       52

<PAGE>   60

of Preferred Securities shall have the right to institute a proceeding directly
against the Sponsor, for enforcement of payment to such holder of the principal
amount of or interest on Debentures having a principal amount equal to the
aggregate Liquidation Amount of the Preferred Securities of such holder after
the respective due date specified in the Debentures (a "Direct Action"). In
connection with any such Direct Action, the rights of the Sponsor will be
subrogated to the rights of any holder of the Preferred Securities to the extent
of any payment made by the Sponsor to such holder of Preferred Securities as a
result of such Direct Action.

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

         SECTION 6.9.    Inspection of Records. Upon rea sonable 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 7
                         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 Sponsor and the Securityholders that (each such representation
and warranty made by the Property Trustee and the Delaware Trustee being made
only with respect to itself):

         (a)   the Property Trustee is a banking corporation duly organized,
validly existing and in good standing under the laws of the State of New York;

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


                                       53

<PAGE>   61

         (c)   each of the Property Trustee and 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;

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

         (e)   the execution, delivery and performance by each of the Property
Trustee and the Delaware Trustee 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 does not require any approval of
stockholders of the Property Trustee or the Delaware Trustee and such execution,
delivery and performance will not (i) violate either of the Property Trustee's
or the Delaware Trustee's charter or by-laws, (ii) violate any provision of, or
constitute, with or without notice or lapse of time, a default under, or result
in the creation or imposition of any Lien on any properties included in the
Trust Property pursuant to the provisions of, any indenture, mortgage, credit
agreement, license or other agreement or instrument to which the Property
Trustee or the Delaware Trustee is a party or by which it is bound, or (iii)
violate any law, governmental rule or regulation of the United States or the
State of Delaware, as the case may be, governing the banking, corporate, or
trust 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;

         (f)   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



                                       54

<PAGE>   62

with respect to, any governmental authority or agency under any existing Federal
law governing the banking, corporate or trust powers of the Property Trustee or
the Delaware Trustee, as the case may be, under the laws of the United States or
the State of Delaware;

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

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

         (a)   the Trust Securities Certificates issued on the Closing Date on
behalf of the Trust have been duly authorized and 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 8
                                  THE TRUSTEES

         SECTION 8.1.   Certain Duties and Responsibilities. (a) The duties and
responsibilities of the Trustees shall be as provided by this Trust Agreement
and, in the case of

                                       55

<PAGE>   63

the Property Trustee, by the Trust Indenture Act. The Property Trustee, before
the occurrence of any Event of Default and after the curing or waiving of all
Events of Default that may have occurred, shall undertake to perform only such
duties and obligations as are specifically set forth in this Trust Agreement and
the Trust Indenture Act and no implied covenants shall be read into this Trust
Agreement against the Property Trustee. In case an Event of Default has occurred
(that has not been cured or waived pursuant to Section 8.2) of which a
responsible officer of the Property Trustee has actual knowledge, the Property
Trustee shall exercise such rights and powers vested in it by this Trust
Agreement and the Trust Indenture Act, and use the same degree of care and skill
in its exercise, as a prudent individual would exercise or use under the
circumstances in the conduct of his or her own affairs. Notwithstanding the
foregoing, no provision of this Trust Agreement shall require the Trustees to
expend or risk their own funds or otherwise incur any financial liability in the
performance of any of their duties hereunder, or in the exercise of any of their
rights or powers, if they shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustees shall be subject to the
provisions of this Section. Nothing in this Trust Agreement shall be construed
to release the Administrative Trustees from liability for their own grossly
negligent action, their own grossly negligent failure to act, or their 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 or to any Securityholder for such Administrative Trustee's
good faith reliance on the provisions of this Trust Agreement. The provisions of
this Trust Agreement, to the extent that they restrict the duties and
liabilities of the Administrative Trustees otherwise existing at law or in
equity, are agreed by the Sponsor and the Securityholders to replace such other
duties and liabilities of the Administrative Trustees.

         (b)   All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust

                                       56

<PAGE>   64


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 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 a majority 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,
     safekeeping and physical preservation of the Debentures and the Payment
     Account shall be to deal with such property as fiduciary assets, subject to
     the protections and limitations on liability afforded to the Property
     Trustee under this Trust Agreement and the Trust Indenture Act;

         (iv)  The Property Trustee shall not be liable for any interest on any
     money received by it except as it may otherwise agree with the Sponsor and
     money held by

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<PAGE>   65

     the Property Trustee need not be segregated from other funds held by it
     except in relation to the Payment Account maintained by the Property
     Trustee pursuant to Section 3.1 and except to the extent otherwise required
     by law; and

         (v)   the Property Trustee shall not be responsible for monitoring the
     compliance by the Administrative Trustees or the Sponsor 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 Sponsor.

         SECTION 8.2.    Notice of Defaults. (a) Within ten days after the
occurrence of any Event of Default actually known to the Property Trustee, the
Property Trustee shall transmit, in the manner and to the extent provided in
Section 10.8, notice of such Event of Default to the holders of Preferred
Securities, the Administrative Trustees and the Sponsor, unless such Event of
Default shall have been cured or waived, provided that, except for a default in
the payment of principal of (or premium, if any) or interest on any of the
Debentures, the Property Trustee shall be protected in withholding such notice
if and so long as the Board of Directors, the executive committee, or a trust
committee of directors and/or responsible officers of the Property Trustee in
good faith determines that the withholding of such notice is in the interests of
the Holders of the Preferred Securities.

         (b)   Within ten days after the receipt of notice of the Sponsor's
exercise of its right to extend the interest payment period for the Debentures
pursuant to the Indenture, the Property Trustee shall transmit, in the manner
and to the extent provided in Section 10.8, notice of such exercise to the
Securityholders, unless such exercise shall have been revoked.

         (c)   The Holders of a majority in liquidation amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Debenture
Event of Default:

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<PAGE>   66


               (i)   is not waivable under the Indenture, the Event of Default
     under the Trust Agreement shall also not be waivable; or

               (ii)  requires the consent or vote of greater than a majority in
     principal amount of the holders of the Debentures (a "Super Majority") to
     be waived under the Indenture, the Event of Default under the Trust
     Agreement may only be waived by the vote of the Holders of the same
     proportion in liquidation amount of the Preferred Securities that the
     relevant Super Majority represents of the aggregate principal amount of the
     Debentures outstanding.

         The provisions of Section 6.1(b) and this Section 8.2(c) shall be in
lieu of ss. 316(a)(1)(B) of the Trust Indenture Act and such ss. 316(a)(1)(B) of
the Trust Indenture Act is hereby expressly excluded from this Trust Agreement
and the Preferred Securities, as permitted by the Trust Indenture Act. Upon such
waiver, any such default shall cease to exist, and any Event of Default with
respect to the Preferred Securities arising therefrom shall be deemed to have
been cured, for every purpose of this Trust Agreement, but no such waiver shall
extend to any subsequent or other default or an Event of Default with respect to
the Preferred Securities or impair any right consequent thereon. Any waiver by
the Holders of the Preferred Securities of an Event of Default with respect to
the Preferred Securities shall also be deemed to constitute a waiver by the
Holders of the Common Securities of any such Event of Default with respect to
the Common Securities for all purposes of this Trust Agreement without any
further act, vote, or consent of the Holders of the Common Securities.

         (d)   The Holders of a majority in liquidation amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Debenture
Event of Default:

               (i)   is not waivable under the Indenture, except where the
     Holders of the Common Securities are deemed to have waived such Event of
     Default under the Trust Agreement as provided below in this Section 8.2(d),
     the Event of Default under the Trust Agreement shall also not be waivable;
     or


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<PAGE>   67


               (ii)   requires the consent or vote of a Super Majority to be
     waived, except where the Holders of the Common Securities are deemed to
     have waived such Event of Default under the Trust Agreement as provided
     below in this Section 8.2(d), the Event of Default under the Trust
     Agreement may only be waived by the vote of the Holders of the same
     proportion in liquidation amount of the Common Securities that the relevant
     Super Majority represents of the aggregate principal amount of the
     Debentures outstanding;

provided further, that each Holder of Common Securities will be deemed to have
waived any such Event of Default and all Events of Default with respect to the
Common Securities and its consequences until all Events of Default with respect
to the Preferred Securities have been cured, waived or otherwise eliminated, and
until such Events of Default have been so cured, waived or otherwise eliminated,
the Property Trustee will be deemed to be acting solely on behalf of the Holders
of the Preferred Securities and only the Holders of the Preferred Securities
will have the right to direct the Property Trustee in accordance with the terms
of the Securities. The provisions of Section 6.1(b) and this Section 8.2(d)
shall be in lieu of Sections 316(a)(1)(B) of the Trust Indenture Act and such
Sections 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded
from this Trust Agreement and the Preferred Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 8.2(d),
upon such waiver, any such default shall cease to exist and any Event of Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Trust Agreement, but no such waiver shall
extend to any subsequent or other default or Event of Default with respect to
the Common Securities or impair any right consequent thereon.

         (e)   A waiver of an Event of Default under the Indenture by the
Property Trustee at the direction of the Holders of the Preferred Securities,
constitutes a waiver of the corresponding Event of Default under this Trust
Agreement. The foregoing provisions of this Section 8.2(e) shall be in lieu
of Sections 316(a)(1)(B) of the Trust Indenture Act and such Sections 316(a)(1)
(B) of the Trust Indenture Act is hereby expressly excluded from this Trust
Agreement and the Preferred Securities, as permitted by the Trust Indenture Act.



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         SECTION 8.3.    Certain Rights of Property Trustee. Subject to the
provisions of Section 8.1:

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

         (b)   if no Event of Default has occurred and is continuing and, (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 in 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 Holders of
Preferred Securities are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Sponsor requesting
written instructions of the Sponsor as to the course of action to be taken and
the Property Trustee shall take such action, or refrain from taking such action,
as the Property Trustee shall be instructed in writing to take, or to refrain
from taking, by the Sponsor; provided, however, that if the Property Trustee
does not receive such instructions of the Sponsor 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 Sponsor or the Administrative
Trustees contemplated by this Trust Agreement shall be sufficiently evidenced by
an Officers' Certificate;


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<PAGE>   69


         (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 and an
Opinion of Counsel which, upon receipt of such request, shall be promptly
delivered by the Sponsor or the Administrative Trustees;

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

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

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

         (h)    the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolutions, 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 Holders of record of 25% or
more of the Preferred Securities (based upon their Liquidation Amount), but the
Property Trustee may make such further inquiry or investigation into such facts
or matters as it may see fit;


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<PAGE>   70


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

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

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

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

         SECTION 8.4.    Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Trust Securities Certificates shall not
be taken as the statements of the Trustees, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Sponsor of the proceeds of the Debentures.


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<PAGE>   71


         SECTION 8.5.    May Hold Securities. Except as provided in the
definition of the term "Outstanding" in Article 1, 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 Section 8.8 and
8.12, 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.

         The Sponsor agrees:

         (a)   to pay the Trustees from time to time such compensation as the
parties shall agree in writing from time to time 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;

         (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 loss, damage,
liability, tax, penalty, expense or claim of any kind or nature whatsoever
incurred by such Indemnified Person by reason of the creation, operation or
termination of the Trust or any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by this Trust Agreement, except that no
Indemnified Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Indemnified Person by reason of


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<PAGE>   72


negligence or willful misconduct with respect to such acts or omissions; and

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

         SECTION 8.7.    Property Trustee Required; Eligibility of Trustees.
(a) There shall at all times be a Proper ty 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

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<PAGE>   73

provisions of, the Trust Indenture Act and this Trust Agreement.

         SECTION 8.9.    Resignation and Removal; Appointment of Successor. (a)
Subject to Sections 8.9(b) and 8.9(c), Trustees (the "Relevant Trustee") may be
appointed or removed without cause at any time:

               (i)    until the issuance of any Trust Securities, by written
     instrument executed by the Sponsor; and

               (ii)   after the issuance of any Securities, by vote of the
     Holders of a majority in liquidation amount of the Common Securities voting
     as a class.

         (b)   The Trustee that acts as Property Trustee shall not be removed in
accordance with Section 8.9(a) until a successor possessing the qualifications
to act as a Property Trustee under Section 8.7 (a "Successor Property Trustee")
has been appointed and has accepted such appointment by instrument executed by
such Successor Property Trustee and delivered to the Trust, the Sponsor and the
removed Property Trustee.

         (c)   The Trustee that acts as Delaware Trustee shall not be removed in
accordance with Section 8.9(a) until a successor possessing the qualifications
to act as Delaware Trustee under Section 8.7 (a "Successor Delaware Trustee")
has been appointed and has accepted such appointment by instrument executed by
such Successor Delaware Trustee and delivered to the Trust, the Sponsor and the
removed Delaware Trustee.

         (d)   A Trustee appointed to office shall hold office until his, her or
its successor shall have been appointed or until his, her or its death, removal,
resignation, dissolution or liquidation. Any Trustee may resign from office
(without need for prior or subsequent accounting) by an instrument in writing
signed by the Trustee and delivered to the Sponsor and the Trust, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that:

               (i)   No such resignation of the Trustee that acts as the
     Property Trustee shall be effective:

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<PAGE>   74


                    (1)  until a Successor Property Trustee has been appointed
         and has accepted such appointment by instrument executed by such
         Successor Property Trustee and delivered to the Trust, the Sponsor and
         the resigning Property Trustee; or

                    (2)  until the assets of the Trust have been completely
         liquidated and the proceeds thereof distributed to the holders of the
         Securities; and

         (ii)  no such resignation of the Trustee that acts as the Delaware
     Trustee shall be effective until a Successor Delaware Trustee has been
     appointed and has accepted such appointment by instrument executed by such
     Successor Delaware Trustee and delivered to the Trust, the Sponsor and the
     resigning Delaware Trustee.

         (e)   The Holders of the Common Securities shall use their best efforts
to promptly appoint a Successor Property Trustee or Successor Delaware Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with Section 8.9(d).

         (f)   If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
8.9 within 60 days after delivery pursuant to this Section 8.9 of an instrument
of resignation or removal, the Property Trustee or Delaware Trustee resigning or
being removed, as applicable, may petition any court of competent jurisdiction
for appointment of a Successor Property Trustee or Successor Delaware Trustee.
Such court may thereupon, after prescribing such notice, if any, as it may deem
proper and prescribe, appoint a Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

         (g)   No Property Trustee or Delaware Trustee shall be liable for the
acts or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.


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<PAGE>   75


         (h)   The Property Trustee shall give notice of each resignation and
each removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 10.8 and shall give notice to
the Sponsor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

         (i)   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 Sponsor,
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 Sponsor (with the successor in each case being a Person who satisfies the
eligibility requirement for Administrative Trustees or the Delaware Trustee, as
the case may be, set forth in Section 8.7).

         (j)   The indemnity provided to a Trustee under Section 8.6 shall
survive any Trustee's resignation or removal.

         SECTION 8.10.   Acceptance of Appointment by Successor. In case of the
appointment hereunder of a successor Trustee, such successor Trustee so
appointed shall execute, acknowledge and deliver to the Trust and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee; but, on the request of the
Sponsor or the successor Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Sponsor or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring Trustee
and if the Property Trustee is the resigning Trustee shall duly assign, transfer
and deliver to the successor Trustee all property and money held by such
retiring Property Trustee hereunder.

         In case of the appointment hereunder of a successor Relevant Trustee,
the retiring Relevant Trustee and each successor Relevant Trustee shall execute
and deliver an

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<PAGE>   76


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 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 trusts hereunder by more than one Relevant Trustee, it being understood
that nothing herein or in such amendment shall constitute such Relevant Trustees
co-trustees and upon the execution and delivery of such amendment the
resignation or removal of the retiring Relevant Trustee shall become effective
to the extent provided therein and each such successor Relevant Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Relevant Trustee; but, on request of
the Trust or any successor Relevant Trustee, such retiring Relevant Trustee
shall duly assign, transfer and deliver to such successor Relevant Trustee all
Trust Property, all proceeds thereof and money held by such retiring Relevant
Trustee hereunder.

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

         SECTION 8.11.   Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Property Trustee, the Delaware Trustee
or any Administrative Trustee that is not a natural person may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Relevant Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any

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<PAGE>   77


paper or any further act on the part of any of the parties hereto.

         SECTION 8.12.   Preferential Collection of Claims Against Sponsor or
Trust. If and when the Property Trustee shall be or become a creditor of the
Sponsor or the Trust (or any other obligor upon the Debentures or the Trust
Securities), the Property Trustee shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Sponsor or Trust (or any such
other obligor).

         SECTION 8.13.   Reports by Property Trustee. () To the extent required
by the Trust Indenture Act, within 60 days after December 31 of each year
commencing with ____________ 2001 the Property Trustee shall transmit to all
Securityholders in accordance with Section 10.8 and to the Sponsor, a brief
report dated as of such December 31 with respect to:

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

         (ii)  a statement that the Property Trustee has complied with all of
     its obligations under this Trust Agreement during the twelve-month period
     (or, in the case of the initial report, the period since the Closing Date)
     ending with such December 31 or, if the Property Trustee has not complied
     in any material respects with such obligations, a description of such
     noncompliance; and

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

         (b) In addition, the Property Trustee shall transmit to Securityholders
such reports concerning the Property Trustee and its actions under this Trust
Agreement



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<PAGE>   78


as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto.

         (c)   A copy of such report shall, at the time of such transmissions to
Holders, be filed by the Property Trustee with each national securities exchange
or self-regulatory organization upon which the Trust Securities are listed, with
the Commission and with the Sponsor.

         SECTION 8.14.   Reports to the Property Trustee. The Sponsor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and the compliance certificate required by
Section 314(a) of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

         SECTION 8.15.   Evidence of Compliance with Conditions Precedent. Each
of the Sponsor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers'
Certificate.

         SECTION 8.16.   Number of Trustees. (a) The number of Trustees shall be
four, provided that the Holder of all of the Common Securities by written
instrument may increase or decrease the number of Administrative Trustees. The
Property Trustee and the Delaware Trustee may be the same Person.

         (b)   If a Trustee ceases to hold office for any reason and the number
of Administrative Trustees is not reduced pursuant to Section 8.16(a), or if the
number of Trustees is increased pursuant to Section 8.16(a), a vacancy shall
occur.

         (c)   The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of Administrative Trustees
shall


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<PAGE>   79

occur, until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with Section 8.9, 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 8.17.   Delegation of Power. (a) Any Administrative Trustee
may, by power of attorney consistent with applicable law, delegate to any other
natural person over the age of 21 his or her power for the purpose of executing
any documents contemplated in Section 2.7(a), including any registration
statement or amendment thereof filed with the Commission, or making any other
governmental filing.

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


                                    ARTICLE 9
                       TERMINATION, LIQUIDATION AND MERGER

         SECTION 9.1.    Termination upon Expiration Date. Unless earlier
terminated, the Trust shall automatically terminate on ___________ (the
"Expiration Date"), following the distribution of the Trust Property in
accordance with Section 9.4.

         SECTION 9.2.    Early Termination. The first to occur of any of the
following events is an "Early Termination Event":

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


                                       72

<PAGE>   80

         (b)   the occurrence of a Special Event except in the case of a Tax
Event following which the Sponsor has elected (i) to pay any Additional Sums (in
accordance with Section 4.4) such that the net amount received by Holders of
Preferred Securities in respect of Distributions are not reduced as a result of
such Tax Event and the Sponsor has not revoked any such election or failed to
make such payments or (ii) to redeem all or some of the Debentures pursuant to
Section 4.4(a);

         (c)   the redemption, conversion or exchange of all of the Trust
Securities;

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

         (e)   receipt by the Property Trustee of written notice from the
Sponsor at any time (which direction is optional and wholly within the
discretion of the Sponsor) of its intention to terminate the Trust and
distribute the Debentures in exchange for the Preferred Securities.

         SECTION 9.3.    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 9.4, or upon the redemption of all of the Trust Securities
pursuant to Section 4.2, of all amounts required to be distributed hereunder
upon the final payment of the Trust Securities; (b) the payment of all 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.

         SECTION 9.4.    Liquidation. (a) If an Early Termination Event
specified in clause (a), (b), (d) or (e) of Section 9.2 occurs or upon the
Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously
as the Trustees determine to be possible by distributing, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, to each
Securityholder an aggregate principal amount of Debentures equal to the
aggregate Liquidation Amount of Trust Securities held by such Holder, subject to
Section 9.4(d). Notice of liquidation shall be given by the Property Trustee by
first-class mail, postage


                                       73
<PAGE>   81


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 as it appears
in the Securities Register. All notices of liquidation shall:

         (1)   state the Liquidation Date;

         (ii)  state that, from and after the Liquidation Date, the Trust
     Securities will no longer be deemed to be Outstanding and any Trust
     Securities Certificates not surrendered for exchange will be deemed to
     represent an aggregate principal amount of Debentures equal to the
     aggregate Liquidation Amount of Preferred Securities held by such Holder;
     and

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

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

         (c)   Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) the Clearing Agency or its nominee, as the record holder of
such Trust Securities, will receive a registered global certificate or
certificates representing the Debentures to be delivered upon such distribution
and (iii) any Trust Securities Certificates not held by the Clearing Agency will
be deemed to represent an aggregate principal amount of Debentures equal to the
aggregate Liquidation Amount of Preferred Securities held by such Holders, and
bearing accrued and unpaid interest in an amount equal to the accrued and unpaid
Distributions on such Trust Securities until such certifi-


                                       74

<PAGE>   82

cates are presented to the Property Trustee for transfer or reissuance.

         (d)   In the event that, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practicable, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution,
winding up or other termination of the Trust, 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 accrued and unpaid Distributions thereon to the date of payment
(such amount being the "Liquidation Distribution"). If, upon any such
dissolution, winding-up or termination, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the 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
dissolution, winding-up or termination pro rata (determined as aforesaid) with
Holders of Preferred Securities, except that, if a Debenture Event of Default
has occurred and is continuing, the Preferred Securities shall have a priority
over the Common Securities.

         SECTION 9.5.    Mergers, Consolidations, Amalgamations or Replacements
of the Trust. The Trust may not merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except pursuant
to this Section 9.5. At the request of the Sponsor, with the consent of the
Administrative Trustees and without the consent of the Property Trustee, the
Delaware Trustee or the Holders of the Preferred Securities, the Trust may merge
with or into, consolidate, amalgamate, be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a


                                       75


<PAGE>   83

trust organized as such under the laws of any State; provided, that (i) such
successor entity either () 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
Sponsor expressly appoints a trustee of such successor entity possessing the
same powers and duties as the Property Trustee as the holder of the Debentures,
(iii) the Successor Securities are listed, or 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, 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 identical to that of the Trust, (vii) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease the
Sponsor 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 (other than with respect to any dilution of the Holder's interest in the
new entity), (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 (c) following such merger, consolidation, amalgamation or replacement, the
Trust or such successor entity will be treated as a grantor trust for United
States Federal income tax purposes and (viii) the Sponsor or any permitted
successor or assignee 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


                                       76
<PAGE>   84


Trust shall not, except with the consent of Holders of 100% in aggregate
Liquidation Amount of the Preferred Securities, consolidate, amalgamate, merge
with or into, be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other entity or permit any other
entity 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.


                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

         SECTION 10.1.   Limitation of Rights of Securityholders. The death or
incapacity of any person having an interest, beneficial or otherwise, in Trust
Securities shall not operate to terminate this Trust Agreement, nor entitle the
legal representatives or heirs of such person or any Securityholder for such
person to claim an accounting, take any action or bring any proceeding in any
court for a partition or winding-up of the arrangements contemplated hereby, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

         SECTION 10.2.   Amendment. (a) This Trust Agreement may be amended
from time to time by the Trustees and the Sponsor, without the consent of any
Securityholders, (i) to cure any ambiguity, correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, (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, or be classified as other than a grantor trust for United States
Federal income tax purposes, or (iii) to comply with the requirements of the
Commission in order to maintain the


                                       77


<PAGE>   85

qualification of this Trust Agreement under the Trust Indenture Act; provided,
however, that in the case of clause (i), such action shall not adversely affect
in any material respect the interests of any Securityholder, and any amendments
of this Trust Agreement shall become effective when notice thereof is given to
the Securityholders.

         (b)   Except as provided in Section 10.2(c) hereof, any provision of
this Trust Agreement may be amended by the Trustees and the Sponsor with (i) the
consent of Holders representing not less than a majority (based upon Liquidation
Amounts) of the Trust Securities then Outstanding, acting as a single class, 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 Trustee's status as a grantor trust for
United States Federal income tax purposes or the Trust's exemption from the
status of an "investment company" under the 1940 Act, provided, however, if any
amendment or proposal that would adversely affect the powers, preferences or
special rights of the Trust Securities, whether by way of amendment or
otherwise, would adversely affect only the Preferred Securities or only the
Common Securities, then only the affected 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 a majority in liquidation amount of such class of
Trust Securities.

         (c)   In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the Securityholders
(such consent being obtained in accordance with Section 6.3 or 6.6 hereof), this
paragraph (c) of this Section 10.2 may not be amended.

         (d)   Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to


                                       78



<PAGE>   86

any amendment to this Trust Agreement which would cause the Trust to fail or
cease to qualify for the exemption from the status of an "investment company"
under the 1940 Act or be classified as other than 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 Sponsor, this Trust Agreement may not be amended in a
manner which imposes any additional obligation on the Sponsor.

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

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

         SECTION 10.3.   Separability. In case any provi sion in this Trust
Agreement or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         SECTION 10.4.   GOVERNING LAW. THIS TRUST AGREE MENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND TRUSTEES WITH RESPECT
TO THIS TRUST AGREEMENT IN THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS
CONFLICT OF LAWS PRINCIPLES AND EXCLUDING SECTIONS 3540 AND 3561 OF TITLE 12
THEREOF.

         SECTION 10.5.   Payments Due on Non-Business Day. If the date fixed for
any payment on any Trust Security shall be a day which is not a Business Day,
then such payment need not be made on such date but may be made on the next
succeeding day which is a Business Day except as otherwise provided in Section
4.1(a) and Section 4.2(d)), with the same force and effect as though made on the
date fixed




                                       79


<PAGE>   87

for such payment, and no interest shall accrue thereon for the period after such
date.

         SECTION 10.6.   Successors. This Trust Agreement shall be binding upon
and shall inure to the benefit of any successor to the Sponsor, the Trust or the
Relevant Trustee, including any successor by operation of law. Except in
connection with a consolidation, merger or sale involving the Sponsor that is
permitted under Article 9 of the Indenture and pursuant to which the assignee
agrees in writing to perform the Sponsor's obligations hereunder, the Sponsor
shall not assign its obligations hereunder.

         SECTION 10.7.   Headings. The Article and Section headings are for
convenience only and shall not affect the construction of this Trust Agreement.

         SECTION 10.8.   Reports, Notices and Demands. Any report, notice,
demand or other communications which by any provision of this Trust Agreement is
required or permitted to be given or served to or upon any Securityholder or the
Sponsor may be given or served in writing by deposit thereof, first-class
postage prepaid, in the United States mail, hand delivery or facsimile
transmission, in each case, addressed, (a) in the case of a Holder of Preferred
Securities, to such Holder as such Holder's name and address may appear on the
Securities Register; and (b) in the case of the Holder of the Common Securities.

         Any notice to Preferred Securityholders shall also be given to such
Owners as have, within two years preceding the giving of such notice, filed
their names and addresses with the Property Trustee for that purpose. Such
notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given, or made, for all purposes, upon hand
delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee, 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 The Bank
of New York, 101 Barclay Street, Floor 21W, New York, New York 10286, Attention:



                                       80



<PAGE>   88


Corporate Trust Administration, (b) with respect to the Delaware Trustee, to The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, with a copy of any such notice to the Property Trustee at its address
above, and (c) with respect to the Administrative Trustees, to them at the
address for notices to the Sponsor, marked "Attention: Secretary". Such notice,
demand or other communication to or upon the Trust or the Property Trustee shall
be deemed to have been sufficiently given or made only upon actual receipt of
the writing by the Trust or the Property Trustee.

         SECTION 10.9.   Agreement Not to Petition. Each of the Trustees and the
Sponsor agrees for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
9, it 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 Sponsor
takes action in violation of this Section 10.9, the Property Trustee agrees, for
the benefit of Securityholders, that, at the expense of the Sponsor, it shall
file an answer with the bankruptcy court or otherwise properly contest the
filing of such petition by the Sponsor against the Trust or the commencement of
such action and raise the defense that the Sponsor has agreed in writing not to
take such action and should be stopped and precluded therefrom and such other
defenses, if any, as counsel for the Trustee or the Trust may assert. The
provisions of this Section 10.9 shall survive the termination of this Trust
Agreement.

         SECTION 10.10.  Trust Indenture Act; Conflict with Trust Indenture Act.
(a) This Trust Agreement is subject to the provisions of the Trust Indenture Act
that are required to be part of this Trust Agreement and shall, to the extent
applicable, be governed by such provisions.

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





                                       81
<PAGE>   89

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

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

         SECTION 10.11.  ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND
INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR 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 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 THE TRUST AND SUCH SECURITYHOLDER AND SUCH
OTHERS.

         SECTION 10.12.  Counterparts. This Trust Agreement may contain more
than one counterpart of the signature page and this Trust Agreement may be
executed by the affixing of the signature of each of the Trustees to one of such
counterpart signature pages. All of such counterpart signature pages shall be
read as though one, and they shall have the same force and effect as though all
of the signers had signed a single signature page.


                                       82



<PAGE>   90



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

                                    CMS ENERGY CORPORATION,
                                    as Sponsor


                                    By:________________________________________
                                       Name:
                                       Title:


                                    THE BANK OF NEW YORK,
                                    as Property Trustee


                                    By:________________________________________
                                       Name:
                                       Title:


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


                                    By:________________________________________
                                       Name:
                                       Title:




                                       ________________________________________
                                       Alan M. Wright,
                                       as Administrative Trustee


                                       ________________________________________
                                       Thomas A. McNish,
                                       as Administrative Trustee



                                       83


<PAGE>   91



                                                                       EXHIBIT A
                              CERTIFICATE OF TRUST
                                       OF
                               CMS ENERGY TRUST V





                                      A-1


<PAGE>   92



                                                                       EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number                                   Number of Common Securities

                    Certificate Evidencing Common Securities
                                       of
                               CMS Energy Trust V

                                Common Securities
                   (liquidation amount $ per Common Security)

         CMS Energy Trust V, a statutory business trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that CMS Energy
Corporation (the "Holder") is the registered owner of _________ common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust (the "Common Securities"). In accordance with Section 5.10
of the Trust Agreement (as defined below) the Common Securities are not
transferable and any attempted transfer hereof shall be void. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of ______________ 2001, as the same may be amended from time to
time (the "Trust Agreement") including the designation of the terms of the
Common Securities as set forth therein. The Holder is entitled to the benefits
of the Common Securities Guarantee Agreement entered into by CMS Energy
Corporation, a Delaware corporation, and The Bank of New York, as Guarantee
Trustee, dated as of ______________ 2001 (the "Guarantee"), to the extent
provided therein. The Trust will furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

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


                                      B-1

<PAGE>   93



         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this __ day of _____ 2001.

                                        CMS ENERGY TRUST V


                                        By:  _________________________
                                             Name:
                                             As Administrative Trustee



                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Common Securities referred to in the
within-mentioned Trust Agreement.

Dated:

                                        THE BANK OF NEW YORK,
                                        as Property Trustee


                                        By:_______________________
                                           Authorized Signatory





                                      B-2


<PAGE>   94



                                                                       EXHIBIT C


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

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


Certificate Number                                Number of Preferred Securities

              ---                                         CUSIP NO.

                   Certificate Evidencing Preferred Securities

                                       of

                               CMS Energy Trust V



                      ___% Convertible Preferred Securities
                (liquidation amount $___ per Preferred Security)

         CMS Energy Trust V, a statutory business trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that CEDE & Co. (the
"Holder") is




                                      C-1


<PAGE>   95

the registered owner of ________ preferred securities of the Trust representing
an undivided beneficial interest in the assets of the Trust and designated the
CMS Energy Trust V ___% Convertible Preferred Securities (liquidation amount $
per Preferred Security) (the "Preferred Securities"). The Preferred Securities
are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.4 of the Trust Agreement (as
defined below). The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust dated as of ___, as the same may be
amended from time to time (the "Trust Agreement") including the designation of
the terms of Preferred Securities as set forth therein. The Holder is entitled
to the benefits of the Guarantee Agreement entered into by CMS Energy
Corporation, a Delaware corporation, and The Bank of New York, as Guarantee
Trustee, dated as of ___________, 2001 (the "Guarantee"), to the extent provided
therein. The Trust will furnish a copy of the Trust Agreement and the Guarantee
to the Holder without charge upon written request to the Trust at its principal
place of business or registered office.

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



                                      C-2


<PAGE>   96



         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this __ day of ____ 2001.

                                        CMS ENERGY TRUST V


                                        By:  ___________________________
                                             Name:
                                             An Administrative Trustee



                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Preferred Securities referred to in the
within-mentioned Trust Agreement.

Dated:

                                        THE BANK OF NEW YORK,
                                        as Property Trustee


                                        By:________________________
                                           Authorized Signatory




                                      C-3

<PAGE>   97



                                   ASSIGNMENT

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

_____________________________________________________________________________

_____________________________________________________________________________

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

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________
(Insert address and zip code of assignee)

and irrevocably appoints

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________


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

Date:  ___________________

Signature:  ____________________


(Sign exactly as our name appears on the other side of this Preferred Security
Certificate)

Signature Guarantee:* _____________________

______________________

*    (Signature must be guaranteed by an institution which is a member of the
     following recognized Signature Guaranty Programs: (i) The Securities
     Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
     Medallion Program (MSP); (iii) The Stock


                                      C-4
<PAGE>   98



     Exchange Medallion Program (SEMP); or (iv) in such other guarantee programs
     acceptable to the Trustee.)



                                                                       EXHIBIT D




                              NOTICE OF CONVERSION

To:  The Bank of New York
       as Property Trustee of
       CMS Energy Trust V



         The undersigned owner of these Preferred Securities hereby irrevocably
exercises the option to convert these Preferred Securities, or the portion below
designated, into Common Stock, $.01 par value, of CMS ENERGY CORPORATION (the
"CMS Energy Common Stock") in accordance with the terms of the Amended and
Restated Trust Agreement (the "Trust Agreement"), dated as of __, 2001 by Alan
M. Wright and Thomas A. McNish, as Administrative Trustees, The Bank of New York
(Delaware), as Delaware Trustee, The Bank of New York, as Property Trustee, CMS
Energy Corporation, as Depositor, and by the Holders, from time to time, of
individual beneficial interests in the Trust to be issued pursuant to the Trust
Agreement. Pursuant to the aforementioned exercise of the option to convert
these Preferred Securities, the undersigned hereby directs the Conversion Agent
(as that term is defined in the Trust Agreement) to (i) exchange such Preferred
Securities for a portion of the Debentures (as that term is defined in the Trust
Agreement) held by the Trust (at the rate of exchange specified in the terms of
the Preferred Securities set forth in the Trust Agreement) and (ii) immediately
convert such Debentures on behalf of the undersigned, into CMS Energy Common
Stock (at the conversion rate specified in the terms of the Preferred Securities
set forth in the Trust Agreement).

         The undersigned does also hereby direct the Conversion Agent that the
shares issuable and deliverable upon conversion, together with any check in
payment for fractional shares, be issued in the name of and delivered to the
undersigned, unless a different name has been indicated in the assignment below.
If shares are to be issued in the name


                                      C-5
<PAGE>   99


of a person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect thereto.


Date: ____________, ____

          in whole __                in part __

                                     Number of Preferred Securities to be
                                     converted: ___________________


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

                               _________________________________________________
                               _________________________________________________
                               _________________________________________________
                               _________________________________________________
                               _________________________________________________

                               _________________________________________________
                               Signature (for conversion only)

                                     Please Print or Typewrite Name and Address,
                                     Including Zip Code, and Social Security or
                                     Other Identifying Number

                               _________________________________________________
                               _________________________________________________
                               _________________________________________________

                               Signature Guarantee:*  __________________________


_____________________
*    (Signature must be guaranteed by an institution which is a member of the
     following recognized Signature Guaranty Programs: (i) The
                                                                  (continued...)

                                      C-6


<PAGE>   100


______________________
*(continued...)
     Securities Transfer Agent Medallion Program (STAMP); (ii) The New York
     Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion
     Program (SEMP); or (iv) in such other guarantee programs acceptable to the
     Trustee.)



                                      C-7