Amended and Restated
                 Trust Agreement for Enterprise Capital Trust II


                                      among


                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                                 (as Depositor)


                            FIRST UNION NATIONAL BANK
                              (as Property Trustee)


                          FIRST UNION BANK OF DELAWARE
                              (as Delaware Trustee)


                                       and


                     THE ADMINISTRATIVE TRUSTEE NAMED HEREIN





                            Dated as of June 26, 1998



<PAGE>


                                TABLE OF CONTENTS

                                                                         Page

                                    ARTICLE I

                                  Defined Terms

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

                                   ARTICLE II

                            Continuation of the Trust

Section 2.01.  Name......................................................  9
Section 2.02.  Office of the Delaware Trustee; Principal Place of
                      Business...........................................  9
Section 2.03.  Initial Contribution of Trust Property; Expenses of the
                      Trust............................................... 9
Section 2.04.  Issuance of the Trust Securities.......................... 10
Section 2.05.  Purchase of Debentures.................................... 10
Section 2.06.  Declaration of Trust...................................... 11
Section 2.07.  Authorization to Enter into Certain Transactions.......... 11
Section 2.08.  Assets of Trust........................................... 14
Section 2.09.  Title to Trust Property................................... 14

                                   ARTICLE III
                                 Payment Account

Section 3.01.  Payment Account........................................... 15


                                   ARTICLE IV

                            Distributions; Redemption

Section 4.01.  Distributions............................................. 15
Section 4.02.  Redemption................................................ 18
Section 4.03.  Subordination of Common Securities........................ 20
Section 4.04.  Payment Procedures........................................ 21
Section 4.05.  Tax Returns and Reports................................... 21
Section 4.06.  Payments under Indenture...................................22

                                    ARTICLE V

                          Trust Securities Certificates

Section 5.01.  Initial Ownership......................................... 22
Section 5.02.  The Trust Securities Certificates......................... 22
Section 5.03.  Delivery of Trust Securities Certificates................. 22
Section 5.04.  Registration of Transfer and Exchange of Preferred
                      Securities Certificates............................ 23
Section 5.05.  Mutilated, Destroyed, Lost or Stolen Trust Securities
                      Certificates....................................... 23
Section 5.06.  Persons Deemed Securityholders............................ 24
Section 5.07.  Access to List of Securityholders' Names and Addresses.... 24
Section 5.08.  Maintenance of Office or Agency........................... 25
Section 5.09.  Appointment of Paying Agent............................... 25
Section 5.10.  No Transfer of Common Securities by Depositor............. 26
Section 5.11.  Book-Entry Preferred Securities Certificates; Common
                      Securities Certificate............................. 26
Section 5.12.  Definitive Preferred Securities Certificates.............. 26
Section 5.13.  Rights of Securityholders................................. 26

                                   ARTICLE VI

                    Acts of Securityholders; Meetings; Voting

Section 6.01.  Limitations on Voting Rights.............................. 27
Section 6.02.  Notice of Meetings........................................ 28
Section 6.03.  Meetings of Preferred Securityholders..................... 28
Section 6.04.  Voting Rights............................................. 29
Section 6.05.  Proxies, etc.............................................. 29
Section 6.06.  Securityholder Action by Written Consent.................. 29
Section 6.07.  Record Date for Voting and Other Purposes................. 29
Section 6.08.  Acts of Securityholders................................... 29
Section 6.09.  Inspection of Records..................................... 30

                                   ARTICLE VII

                                  The Trustees

Section 7.01.  Certain Duties and Responsibilities....................... 31
Section 7.02.  Notice of Defaults; Direct Action by Securityholders...... 32
Section 7.03.  Certain Rights of Property Trustee........................ 32
Section 7.04.  Not Responsible for Recitals or Issuance of Securities.... 34
Section 7.05.  May Hold Securities....................................... 34
Section 7.06.  Compensation; Indemnity; Fees............................. 34
Section 7.07.  Corporate Property Trustee Required; Eligibility of
                      Trustees........................................... 35
Section 7.08.  Conflicting Interests..................................... 35
Section 7.09.  Co-Trustees and Separate Trustee.......................... 35
Section 7.10.  Resignation and Removal; Appointment of Successor......... 37
Section 7.11.  Acceptance of Appointment by Successor.................... 38
Section 7.12.  Merger, Conversion, Consolidation or Succession to
                      Business........................................... 39
Section 7.13.  Preferential Collection of Claims Against Depositor or
                      Trust.............................................. 39
Section 7.14.  Reports by Property Trustee............................... 39
Section 7.15.  Reports to the Property Trustee........................... 40
Section 7.16.  Evidence of Compliance with Conditions Precedent.......... 40
Section 7.17.  Statements Required in Officer's Certificate and Opinion
                      of Counsel......................................... 40
Section 7.18.  Number of Trustees........................................ 40
Section 7.19.  Delegation of Power....................................... 41
Section 7.20.  Voting.................................................... 41

                                  ARTICLE VIII

                           Dissolution and Liquidation

Section 8.01.  Dissolution Upon Expiration Date.......................... 41
Section 8.02.  Early Dissolution......................................... 42
Section 8.03.  Dissolution............................................... 42
Section 8.04.  Liquidation............................................... 42

                                   ARTICLE IX

                                  Mergers, Etc.

Section 9.01.  Mergers, Consolidations, Amalgamations or Replacements of
                      the Trust.......................................... 44

                                    ARTICLE X

                            Miscellaneous Provisions

Section 10.01. Limitation of Rights of Securityholders................... 45
Section 10.02. Amendment................................................. 45
Section 10.03. Severability.............................................. 47
Section 10.04. Governing Law............................................. 47
Section 10.05. Payments Due on Non-Business Day.......................... 47
Section 10.06. Successors and Assigns.................................... 47
Section 10.07. Headings.................................................. 47
Section 10.08. Reports, Notices and Demands.............................. 47
Section 10.09. Agreement Not to Petition................................. 48
Section 10.10. Trust Indenture Act; Conflict with Trust Indenture Act.... 48
Section 10.11. Acceptance of Terms of Trust Agreement, Guarantee and
                      Indenture.......................................... 49



<PAGE>


                           Enterprise Capital Trust II

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


Trust Indenture                                                  Trust Agreement
  Act Section                                                         Section
---------------                                                   --------------
ss. 310(a)(1)............................................................7.07
         (a)(2)..........................................................7.07
         (a)(3)..........................................................7.09
         (a)(4)...................................................2.07(a)(ii)
         (b).............................................................7.08
ss. 311(a)...............................................................7.13
         (b).............................................................7.13
ss. 312(a)...............................................................5.07
         (b).............................................................5.07
         (c).............................................................5.07
ss. 313(a)...............................................................7.14
         (b).............................................................7.14
         (c).............................................................7.14
         (d).............................................................7.14
ss. 314(a)...............................................................7.15
         (b)...................................................Not Applicable
         (c)(1)....................................................7.16, 7.17
         (c)(2)....................................................7.16, 7.17
         (c)(3)................................................Not Applicable
         (d)...................................................Not Applicable
         (e)............................................................ 7.17
ss. 315(a).....................................................7.01(a), 7.03(a)
         (b)......................................................7.02, 10.08
         (c)..........................................................7.01(a)
         (d).......................................................7.01, 7.03
         (e)...................................................Not Applicable
ss. 316(a).....................................................Not Applicable
         (a)(1)(A).............................................Not Applicable
         (a)(1)(B).............................................Not Applicable
         (a)(2)................................................Not Applicable
         (b)...................................................Not Applicable
         (c)...................................................Not Applicable
ss. 317(a)(1)..................................................Not Applicable
         (a)(2)................................................Not Applicable
         (b).............................................................5.09
ss. 318(a)..............................................................10.10

     ------------------
     Note:  This  reconciliation  and tie sheet shall not, for any  purpose,  be
deemed to be a part of the Trust Agreement.
<PAGE>
                  AMENDED AND RESTATED  TRUST  AGREEMENT of  Enterprise  Capital
Trust II (the  "Trust"),  dated as of June 26,  1998  among (i)  Public  Service
Enterprise Group Incorporated, a New Jersey corporation (the "Depositor"),  (ii)
First Union  National  Bank,  a national  banking  association,  as trustee (the
"Property  Trustee"),  (iii)  First  Union Bank of  Delaware,  whose  address in
Delaware is 1225 King Street,  Wilmington,  Delaware 19801, as Delaware  trustee
(the "Delaware Trustee"),  (iv) Fred F. Saunders, an individual whose address is
c/o Public  Service  Electric  and Gas  Company,  80 Park Plaza,  P.O.  Box 570,
Newark, New Jersey 07101 (the  "Administrative  Trustee") (the Property Trustee,
the Delaware Trustee and the Administrative Trustee are referred to collectively
as the "Trustees"), and (v) the several Holders, as hereinafter defined.

                                   WITNESSETH:

                  WHEREAS,  the Depositor,  the Property  Trustee,  the Delaware
Trustee  and the  Administrative  Trustee  have  heretofore  duly  declared  and
established  a business  trust  pursuant to the Delaware  Business  Trust Act by
entering into a Trust  Agreement,  dated as of December 22, 1997 (the  "Original
Trust  Agreement"),  and by executing  and filing with the Secretary of State of
the State of Delaware a  Certificate  of Trust on December  22,  1997, a form of
which is attached hereto as Exhibit A; and

                  WHEREAS,  the Depositor,  the Property  Trustee,  the Delaware
Trustee and the Administrative  Trustee desire to amend and restate the Original
Trust  Agreement in its entirety as set forth herein to provide for, among other
things, (i) the issuance of the Common Securities,  as hereinafter  defined,  by
the  Trust  to the  Depositor,  (ii)  the  issuance  and  sale of the  Preferred
Securities,  as hereinafter  defined,  by the Trust pursuant to the Underwriting
Agreement,  as hereinafter  defined, and (iii) the acquisition by the Trust from
the Depositor of the Debentures, as hereinafter defined.

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

                                    ARTICLE I

                                  Defined Terms

     Section 1.01. Definitions. For all purposes of this Trust Agreement, except
as otherwise expressly provided or unless the context otherwise requires:

     (a) each term defined in this  Article I has the meaning  assigned to it in
this Article I and includes the plural as well as the singular;
<PAGE>
     (b) each of the  other  terms  used  herein  that is  defined  in the Trust
Indenture Act, either directly or by reference therein, has the meaning assigned
to it 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 6.08.

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

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

     "Bankruptcy Event" means, with respect to any Person, the occurrence of any
of the following events:

     (a)  Such Person, pursuant to or within the meaning of any Bankruptcy Law:

          (i)  commences a voluntary case or proceeding;

          (ii) consents  to the entry of an order for  relief  against  it in an
               involuntary case or proceeding;

          (iii)consents  to  the   appointment  of  Custodian,   as  hereinafter
               defined,  of it or for all or substantially  all of its property,
               and such Custodian is not discharged within 60 days;

          (iv) makes a general assignment for the benefit of its creditors; or
<PAGE>

          (v)  admits in writing its  inability  to pay its debts  generally  as
               they become due; or

     (b)  A court of competent  jurisdiction enters an order or decree under any
          Bankruptcy Law that:

          (i)  is for  relief  against  such  Person in an  involuntary  case or
               proceeding;

          (ii) appoints a Custodian of such Person for all or substantially  all
               of its properties; or

          (iii) orders the liquidation of such Person.

and in each case the order or decree remains unstayed and in effect for 60 days.

     "Bankruptcy  Laws" means  Title 11 of the United  States  Code,  or similar
federal or state law for the relief of debtors.  "Custodian" means any receiver,
trustee, assignee, liquidator, sequestrator, custodian or similar official under
any Bankruptcy Law.

     "Board  Resolution"  means  (i) a copy  of a  resolution  certified  by the
Secretary or an Assistant  Secretary of the  Depositor to have been duly adopted
by the Depositor's Board of Directors or a committee  established thereby and to
be in  full  force  and  effect  on the  date of  such  certification  or (ii) a
certificate  signed by the  authorized  officer or officers of the  Depositor to
whom the Depositor's Board of Directors or a committee  established  thereby has
delegated its authority, and in each case, delivered to the Trustees.

     "Book-Entry   Preferred   Securities   Certificates"   means   certificates
representing  Preferred  Securities issued in global, fully registered form with
the Clearing Agency as described in Section 5.11.

     "Business  Day" means a day other than (a) a Saturday  or Sunday,  or (b) a
day on which  banking  institutions  in The City of New York or the State of New
Jersey are authorized or required by law or executive order to close.

     "Certificate Depository Agreement" means the agreement among the Trust, the
Property  Trustee and The  Depository  Trust  Company,  as the initial  Clearing
Agency,  dated as of the  Closing  Date,  relating to the  Book-Entry  Preferred
Securities Certificates, substantially in the form attached hereto as Exhibit B,
as the same may be amended and supplemented from time to time.
<PAGE>
     "Clearing  Agency" means an organization  registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended,  and
the rules and regulations promulgated  thereunder.  The Depository Trust Company
will be the initial Clearing Agency.

     "Closing  Date" means the Time of  Delivery as defined in the  Underwriting
Agreement,  which date is also the date of execution  and delivery of this Trust
Agreement.

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

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

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

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

     "Corporate  Trust  Office"  means  the  principal  corporate  office of the
Property  Trustee located in the State of New Jersey which at the date hereof is
765 Broad Street, Newark, New Jersey 07107.

     "Creditor" has the meaning specified in Section 2.03.

     "Debenture  Event of Default" means an "Event of Default" as defined in the
Indenture with respect to the Debentures.

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

     "Debenture  Trustee" means First Union  National  Bank, a national  banking
association,  in its capacity as trustee under the  Indenture,  or any successor
thereto appointed in accordance with the terms and provisions of the Indenture.

     "Debentures"  means  the  Depositor's  Floating  Rate  Deferrable  Interest
Subordinated Debentures, Series B, issued pursuant to the Indenture.
<PAGE>
     "Definitive   Preferred   Securities   Certificates"   means   certificates
representing Preferred Securities issued in certificated,  fully registered form
as described in Section 5.12.

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

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

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

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

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

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

     "Expiration Date" has the meaning specified in Section 8.01.

     "Extension  Period"  means the period or periods in which,  pursuant to the
Indenture,  payments of interest on the Debentures are deferred by extending the
interest payment periods thereof.

     "Guarantee"  means the  Guarantee  Agreement  executed and delivered by the
Depositor to First Union  National  Bank,  a national  banking  association,  as
trustee  thereunder,  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.

     "Indenture"  means the  Indenture,  dated as of January 1, 1998 between the
Depositor and the Debenture Trustee, as trustee  thereunder,  as amended on June
1, 1998 and as amended or supplemented from time to time.

     "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.
<PAGE>
     "Like Amount"  means (a) with respect to a redemption of Trust  Securities,
Trust Securities having an aggregate  Liquidation  Amount equal to the principal
amount of Debentures  to be paid in  accordance  with the Indenture and (b) with
respect to a  distribution  of  Debentures  to Holders  of Trust  Securities  in
connection with a dissolution and liquidation of the Trust,  Debentures having a
principal  amount  equal  to the  aggregate  Liquidation  Amount  of  the  Trust
Securities in exchange for which such Debentures are distributed.

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

     "Liquidation Date" means the date on which Debentures are to be distributed
to Holders of Trust  Securities in connection with a dissolution and liquidation
of the Trust pursuant to Section 8.04(a).

     "Liquidation Distribution" has the meaning specified in Section 8.04(d).

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

     "Officers'  Certificate"  means a certificate  signed by the Chairman,  the
President,  any Vice  President,  the Treasurer,  any Assistant  Treasurer,  the
Secretary or any Assistant Secretary of the Depositor.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Trust,  the  Property  Trustee or the  Depositor  or an Affiliate of the
Depositor,  but not an employee of any thereof,  and who shall be  acceptable to
the Property Trustee.

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

     "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 canceled by the Administrative Trustee or
delivered to the Administrative Trustee for cancellation;

     (b) Trust Securities for which 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;
<PAGE>

     (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  5.05,  other than any such Trust  Securities  in respect of which there
shall have been presented to the Property Trustee proof  satisfactory to it that
such Trust Securities are held by a bona fide purchaser; and

     (d) as provided in Section 8.04(c);

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

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

     "Payment Account" means a segregated  non-interest-bearing  corporate trust
account  maintained  by the  Property  Trustee in its trust  department  for the
benefit of the Securityholders in which all amounts paid to the Property Trustee
in respect of the  Debentures or the  Guarantee  will be held and from which the
Property  Trustee  or  such  other  Paying  Agent  shall  make  payments  to the
Securityholders in accordance with Article 4.

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

     "Preferred  Security"  means a Floating  Rate Capital  Security,  Series B,
issued by the Trust, and having an undivided  beneficial  interest in the assets
of the Trust,  having a Liquidation  Amount of $1,000 and having rights provided
therefor in this Trust Agreement,  including the right to receive  Distributions
and a Liquidation Distribution as provided herein.
<PAGE>

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

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

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

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

     "Securities  Register"  and  "Securities  Registrar"  have  the  respective
meanings specified in Section 5.04.

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

     "Successor Securities" has the meaning specified in Section 9.01.

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

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

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

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

     "Trust  Security"  means any one of the Common  Securities or the Preferred
Securities.
<PAGE>
     "Trust  Securities  Certificate"  means  any one of the  Common  Securities
Certificates or the Preferred Securities Certificates.

     "Underwriting  Agreement" means the Underwriting Agreement,  dated June 23,
1998 among the Trust, the Depositor and the Underwriters named therein.


                                   ARTICLE II

                            Continuation of the Trust

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

     Section 2.02. Office of the Delaware Trustee;  Principal Place of Business.
The  address  of the  Delaware  Trustee in the State of  Delaware  is One Rodney
Square, 920 King Street, Wilmington, Delaware 19801 or such other address in the
State of Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Depositor.  The principal place of business of the Trust
is 80 Park Plaza, Newark, New Jersey 07101.

     Section 2.03. Initial Contribution of Trust Property; Expenses of the Trust

     (a) The Property Trustee  acknowledges  receipt in trust from the Depositor
in  connection  with  the  Original  Trust  Agreement  of the sum of $10,  which
constituted the initial Trust Property.

     (b)  The  Depositor  shall  be  responsible  for  and  shall  pay  for  all
obligations  (other than with respect to the Trust Securities) and all costs and
expenses  of the Trust  (including,  but not  limited  to,  costs  and  expenses
relating  to the  organization  of the  Trust,  the  issuance  and  sale  of the
Preferred  Securities,  the fees and expenses (including reasonable counsel fees
and  expenses)  of the  Trustees  as  provided  in Section  7.06,  the costs and
expenses  of  accountants,   attorneys,  statistical  or  bookkeeping  services,
expenses for printing  and  engraving  and  computing or  accounting  equipment,
Paying Agent(s),  Securities  Registrar,  duplication,  travel and telephone and
other telecommunications  expenses and costs and expenses incurred in connection
with the disposition of Trust assets).
<PAGE>
     (c) The  Depositor  will pay any and all taxes  (other than  United  States
withholding taxes  attributable to the Trust or its assets) and all liabilities,
costs and expenses with respect to such taxes of the Trust.

     (d) The  Depositor's  obligations  under this Section 2.03 shall be for the
benefit of, and shall be enforceable by, the Property  Trustee and any Person to
whom any such  obligations,  costs,  expenses and taxes are owed (a  "Creditor")
whether or not such Creditor has received  notice hereof.  The Property  Trustee
and any such Creditor may enforce the Depositor's obligations under this Section
2.03 directly  against the Depositor  and the Depositor  irrevocably  waives any
right or remedy to require that the Property  Trustee or any such  Creditor take
any action against the Trust or any other Person before  proceeding  against the
Depositor.  The Depositor agrees to execute such additional agreements as may be
necessary or desirable  in order to give full effect to the  provisions  of this
Section 2.03.

     (e) The  Depositor  shall  make no claim  upon the Trust  Property  for the
payment of such expenses.

     Section 2.04. Issuance of the Trust Securities. The Depositor, on behalf of
the Trust and pursuant to the Original Trust  Agreement,  executed and delivered
the Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement,  the Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.02 and deliver to the Underwriters named in
the  Underwriting   Agreement  one  or  more  Book-Entry   Preferred  Securities
Certificates,  registered  in the name of the  nominee of the  initial  Clearing
Agency,   representing   150,000   Preferred   Securities  having  an  aggregate
Liquidation  Amount of $150,000,000,  against receipt by the Property Trustee of
the aggregate purchase price of such Preferred Securities of $148,554,000, which
amount  the  Administrative  Trustee  shall  promptly  deliver  to the  Property
Trustee.  Contemporaneously  therewith, the Administrative Trustee, on behalf of
the Trust,  shall  execute in  accordance  with  Section 5.02 and deliver to the
Depositor  a  Common  Securities  Certificate,  registered  in the  name  of the
Depositor,  representing 4,640 Common Securities having an aggregate Liquidation
Amount of $4,640,000,  and in  satisfaction of the purchase price of such Common
Securities  the  Depositor  shall  deliver to the  Property  Trustee  the sum of
$4,640,000.

     Section 2.05. Purchase of Debentures.  Contemporaneously with the execution
and delivery of this Trust Agreement (i) the Administrative  Trustee,  on behalf
of  the  Trust,  shall  purchase  $154,640,000  aggregate  principal  amount  of
Debentures  from the Depositor,  registered in the name of the Property  Trustee
and (ii) in satisfaction of the purchase price for such Debentures, the Property
Trustee,  on behalf of the  Trust,  shall  deliver to the  Depositor  the sum of
$153,194,000.
<PAGE>
     Section 2.06. 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 maintain the status of the Trust as
a grantor trust for United States Federal income tax purposes, and (c) except as
otherwise  limited  herein,  to  engage  in  only  those  activities  necessary,
convenient or incidental thereto.  The Depositor hereby appoints the Trustees as
trustees of the Trust,  to have all the rights,  powers and duties to the extent
set forth herein, and the Trustees hereby accept such appointment.  The Property
Trustee  hereby  declares that it will hold the Trust Property in trust upon and
subject  to  the   conditions   set  forth   herein  for  the   benefit  of  the
Securityholders.  The Administrative  Trustee shall have all rights,  powers and
duties set forth herein.  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 Trustee set forth
herein.  The Delaware  Trustee shall be one of the Trustees of the Trust for the
sole and limited  purpose of fulfilling the  requirements of Section 3807 of the
Delaware Business Trust Act.

Section 2.07. Authorization to Enter into Certain Transactions

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

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

          (A)  executing and  delivering  the Trust  Securities on behalf of the
               Trust;

          (B)  causing the Trust to enter into,  and  executing,  delivering and
               performing  on behalf of the Trust,  the  Certificate  Depository
               Agreement  and  such  other  agreements  as may be  necessary  or
               desirable  in  connection  with the  purposes and function of the
               Trust, including the appointment of a successor depositary;

          (C)  assisting  in  registering  the  Preferred  Securities  under the
               Securities Act of 1933, as amended, and under state securities or
               blue sky laws,  and  qualifying  this Trust  Agreement as a trust
               indenture under the Trust Indenture Act;
<PAGE>
          (D)  assisting in the listing of the  Preferred  Securities  upon such
               securities exchange or exchanges as the Depositor shall determine
               and  the  registration  of the  Preferred  Securities  under  the
               Securities Exchange Act of 1934, as amended,  and the preparation
               and filing of all periodic and other reports and other  documents
               pursuant to the foregoing;

          (E)  to the extent provided in this Trust  Agreement,  terminating and
               liquidating  the Trust and  preparing,  executing  and filing the
               certificate  of  cancellation  with the Secretary of State of the
               State of Delaware;

          (F)  sending  notices or  assisting  the  Property  Trustee in sending
               notices and other information  regarding the Trust Securities and
               the Debentures to  Securityholders  in accordance with this Trust
               Agreement; and

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

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

          (A)  establishing  and  maintaining the Payment Account and appointing
               Paying Agents (subject to Section 5.09);

          (B)  receiving payment of the purchase price of the Trust Securities;

          (C)  receiving and holding the Debentures;

          (D)  collecting  interest and principal payments on the Debentures and
               depositing them in the Payment Account;

          (E)  making Distributions and other payments to the Securityholders in
               respect of the Trust Securities;

          (F)  exercising  all of the rights,  powers and privileges of a holder
               of the Debentures;

          (G)  sending  notices of  defaults,  redemptions,  Extension  Periods,
               liquidations and other information regarding the Trust Securities
               and the Debentures to the Securityholders in accordance with this
               Trust Agreement;
<PAGE>
          (H)  to the extent provided in this Trust  Agreement,  terminating and
               liquidating the Trust,  including distributing the Trust Property
               in  accordance  with  the  terms  of this  Trust  Agreement,  and
               preparing,  executing and filing the  certificate of cancellation
               with the Secretary of State of the State of Delaware;

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

          (J)  registering  transfers and exchanges of the Preferred  Securities
               in accordance with this Trust Agreement (but only if at such time
               the Property Trustee shall be the Securities Registrar).

     (b) So long as this Trust  Agreement  remains in effect,  the Trust (or the
Trustees  acting on behalf of the  Trust)  shall  not  undertake  any  business,
activities or transaction  except as expressly  provided  herein or contemplated
hereby. In particular,  the Trustees acting on behalf of the Trust shall not (i)
acquire any assets or  investments  (other than the  Debentures),  reinvest  the
proceeds derived from investments,  possess any power or otherwise act in such a
way as to vary the Trust  Property or engage in any activities not authorized by
this Trust Agreement, (ii) sell, assign, transfer,  exchange,  mortgage, pledge,
set-off or otherwise dispose of any of the Trust Property or interests  therein,
including to  Securityholders,  except as expressly provided herein,  (iii) take
any action  that would  cause the Trust to fail or cease to qualify as a grantor
trust for United States Federal income tax purposes, (iv) incur any indebtedness
for borrowed  money or issue any other debt,  (v) issue any  securities or other
evidences of  beneficial  ownership  of, or  beneficial  interests in, the Trust
other than the Trust  Securities,  or (vi) take or  consent  to any action  that
would  result  in the  placement  of a Lien on any of the  Trust  Property.  The
Administrative Trustee shall defend all claims and demands of all Persons at any
time claiming any Lien on any of the Trust  Property  adverse to the interest of
the Trust or the Securityholders in their capacity as Securityholders.

     (c) In connection with the issue and sale of the Preferred Securities,  the
Depositor  shall  have the right and  responsibility  to assist  the Trust  with
respect  to, or effect on behalf of the Trust,  the  following  (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Trust Agreement are hereby ratified and confirmed in all respects):
<PAGE>
          (i)  preparing for filing with the  Commission and executing on behalf
               of the Trust a registration  statement on Form S-3 in relation to
               the Preferred Securities, including any amendments thereto;

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

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

          (iv) preparing for filing with the  Commission and executing 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;

          (v)  negotiating  the terms of,  and  executing  and  delivering,  the
               Underwriting  Agreement  providing  for the sale of the Preferred
               Securities; and

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

     (d)  Notwithstanding  anything herein to the contrary,  the  Administrative
Trustee is  authorized  and  directed to conduct the affairs of the Trust and to
operate the Trust so that (i) the Trust will not be deemed to be an  "investment
company" required to be registered under the 1940 Act, or taxed as a corporation
or a partnership  for United States  Federal  income tax purposes (ii) the Trust
will qualify as a grantor  trust for United States  Federal  income tax purposes
and (iii) the Debentures  will be treated as  indebtedness  of the Depositor for
United States Federal income tax purposes. In this connection, the Depositor and
the  Administrative  Trustee are authorized to take any action, not inconsistent
with  applicable law, the Certificate of Trust, as amended from time to time, or
this Trust Agreement,  that each of the Depositor and the Administrative Trustee
determines in their discretion to be necessary or desirable for such purposes.

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

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

                                  ARTICLE III

                                 Payment Account

Section 3.01. Payment Account

     (a) On or prior to the Closing Date, the Property  Trustee shall  establish
the Payment Account.  All monies and other property  deposited or held from time
to time in the Payment  Account  shall be held by the  Property  Trustee for the
exclusive  benefit  of the  Securityholders.  The  Property  Trustee  shall have
exclusive  control of the Payment  Account for the purpose of making deposits in
and  withdrawals  from  the  Payment  Account  in  accordance  with  this  Trust
Agreement;  provided  that any Paying  Agent shall have the right of  withdrawal
with  respect  to the  Payment  Account  solely  for the  purpose  of making the
payments contemplated under Article 4.

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

                                   ARTICLE IV

                            Distributions; Redemption

Section 4.01. Distributions.

     (a)  Distributions on the Trust  Securities  shall be cumulative,  and will
accumulate whether or not there are funds of the Trust available for the payment
of Distributions.  Distributions shall accumulate from June 26, 1998 and, except
during an Extension Period for the Debentures  pursuant to the Indenture,  shall
be payable quarterly in arrears and reset on March 31, June 30, September 30 and
December 31 of each year, commencing on September 30, 1998. 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  without  any  interest  or other  payment in
respect of any such  delay),  except that,  if such  Business Day is in the next
succeeding  calendar year,  payment of such  Distributions  shall be made on the
immediately  preceding Business Day, in each case with the same force and effect
as if made on such  date  (each  date on  which  Distributions  are  payable  in
accordance with this Section  4.01(a) is referred to as a "Distribution  Date").
Except as otherwise  permitted by Section  4.02(b)(v)  hereof,  Distributions in
arrears after the quarterly  payment date therefor shall  accumulate  additional
Distributions  (to the extent  permitted  by law)  compounded  quarterly  at the
Distribution Rate (as defined herein). The term "Distributions," as used herein,
shall include any such additional Distributions.
<PAGE>
     Within two Business Days after receipt by the Property Trustee of notice of
an  Extension  Period  pursuant to Section 4.01 of the  Indenture,  the Property
Trustee shall give notice  thereof to the  Securityholders  by first class mail,
postage prepaid.

     (b) The Trust Securities  represent undivided  beneficial  interests in the
Trust Property, and, subject to Sections 4.03 and 4.06 hereof, all Distributions
will be made  pro rata on each of the  Trust  Securities.  Distributions  on the
Trust  Securities  shall be at a  floating  rate  per  annum,  reset  quarterly,
determined by reference to 3-Month LIBOR, as described herein,  plus a margin of
1.22%.  "3-Month LIBOR" means the London interbank  offered rate for three-month
U.S.  dollar  deposits  and with  respect  to any  Distribution  Period  will be
calculated  by First  Union  National  Bank or any  successor  appointed  by the
Depositor as Calculation  Agent, as permitted by the Indenture (the "Calculation
Agent") as follows:

          (i)  On the  second  Market  Day  (as  defined  below)  preceding  the
               commencement of such Distribution  Period (each, a "Determination
               Date"),  3-Month  LIBOR  will be  determined  on the basis of the
               offered rate for deposits of not less than U.S.  $1,000,000 for a
               period of three months (the "Index Maturity"), commencing on such
               Market Day, which appears on the display  designated as Page 3750
               on the Dow  Jones  Markets  Limited  (or such  other  page as may
               replace Page 3750 on that service (or any successor  service) for
               the purpose of displaying London interbank offered rates of major
               banks)  ("Telerate  Page 3750") as of 11:00 a.m.,  London time on
               such Market Day. If no such offered rate  appears,  3-Month LIBOR
               with respect to such  Distribution  Period will be  determined as
               described in (ii) below.

               The  term  "Distribution  Period"  means  each  period  beginning
               on, and  including, the date  of original issuance and ending on,
               but  excluding,  the first Distribution  Date and each successive
               period, so beginning on  an Distribution Date and  so ending  on,
               but excluding, the next successive Distribution Date.

          (ii) With  respect to a  Determination  Date on which no such  offered
               rate  appears on Telerate  Page 3750 as  described  in (i) above,
               3-Month  LIBOR  shall  be the  arithmetic  mean,  expressed  as a
               percentage, of the offered rates for deposits in U.S. dollars for
               the Index  Maturity  which  appears on the display  designated as
               "LIBO" on the Reuter  Monitor Money Market Rates Service (or such
               other page as may replace  the LIBO page on that  service (or any
               successor service) for the purpose of displaying London interbank
               offered rates of major banks)  ("Reuters Screen LIBO Page") as of
               11:00 a.m.,  London time,  on such Market Day. If, in turn,  such
               rate is not  displayed  on the  Reuters  Screen LIBO Page at such
               time,  the  Calculation  Agent  will  obtain  from  each  of four
               reference banks in London selected by the Calculation  Agent (the
               "Reference Banks") such bank's offered quotation  (expressed as a
               percentage  per annum) as of  approximately  11:00  a.m.,  London
<PAGE>
               time,  on such Market Day for  deposits  in U.S.  dollars for the
               Index Maturity to prime banks in the London interbank  market. If
               two or more such  quotations  are  provided  as  requested,  then
               3-Month LIBOR for such Maturity Day shall be the arithmetic  mean
               of such  quotations.  If, in turn, fewer than two such quotations
               are provided as requested,  then 3-Month LIBOR for such date will
               be obtained from the  preceding  Market Day for which the Reuters
               Screen LIBO Page  displayed  an offered rate for deposits in U.S.
               dollars for the Index Maturity.

          (iii)If on any  Determination  Date, the Calculation Agent is required
               but unable to determine  3-Month LIBOR in the manner  provided in
               paragraphs   (i)  and  (ii)   above,   3-Month   LIBOR  for  such
               Distribution  Period shall be 3-Month  LIBOR as determined on the
               immediately preceeding Determination Date.

               The term  "Market Day" means any day on which  commercial  banks
               and  foreign  exchange  markets are open  for business (including
               dealings in  foreign  exchange and foreign currency  deposits) in
               The City of New York and The City of London.

          (iv) The Distribution Rate for any Distribution Period will at no time
               be higher than the maximum rate then permitted by applicable law.

          (v)  All percentages resulting from any calculations referred provided
               for herein will be rounded to the nearest multiple of 1/100 of 1%
               and all  U.S.  dollar  amounts  used in or  resulting  from  such
               calculations  will be rounded to the nearest cent (with  one-half
               cent or more being rounded upwards).

          (vi) During an Extension Period for the Debentures, the rate per annum
               at which  Distributions on the Trust Securities  accumulate shall
               be  increased  by an  amount  such that the  aggregate  amount of
               Distributions  that accumulate on all Trust Securities during any
               such  Extension  Period  is  equal  to the  aggregate  amount  of
               interest  (including  interest  payable on unpaid interest at the
               rate per  annum  set  forth  above,  compounded  quarterly)  that
               accrues during any such Extension Period on the Debentures.

          (vii)The Calculation  Agent shall, as soon as practicable  after 11:00
               a.m.,  London time,  on each  Determination  Date,  determine the
               Distribution  Rate and  calculate  the  amount  of  Distributions
               payable  in respect of the  Distribution  Period  related to such
               Determination Date (the "Distribution  Amount"). The Distribution
               Amount shall be calculated by applying the  Distribution  Rate to
               the liquidation amount of each Trust Security  outstanding at the
               commencement of the  Distribution  Period,  multiplying each such
               amount  by  the   actual   number  of  days  in  the   applicable
               Distribution  Period  divided by 360 and  rounding to the nearest
               cent (with  one-half  cent or more being  rounded  upwards).  The
               determination  of the  Distribution  Rate  and  the  Distribution
               Amount by the  Calculation  Agent will (in the absence of willful
<PAGE>
               default,  bad faith or manifest  error) be final,  conclusive and
               binding on all  concerned.  None of the  Trustees,  the Debenture
               Trustee,  the Calculation  Agent,  the Trust or the Depositor (or
               any   of   their   respective   officers,    directors,   agents,
               beneficiaries,  employees or affiliates) shall have any liability
               to any person for (a) the selection of any Reference  Bank or (b)
               any  inability  to retain  major  banks in the  London  interbank
               market, in the case of the Calculation  Agent, which is caused by
               circumstances beyond its reasonable control.

          (viii) The  Calculation  Agent will cause the  Distribution  Rate, the
               Distribution  Amount in respect of each  Trust  Security  and the
               Distribution Date for each Distribution Period to be given to the
               Property Trustee,  the Debenture Trustee, the Company and each of
               the Paying Agents appointed by the Trust in relation to the Trust
               Securities,  in  each  case  as soon  as  practicable  after  the
               determination  thereof  but in no event  later  than  the  second
               Business Day of the applicable  Distribution Period. The Property
               Trustee will cause the Distribution Rate, the Distribution Amount
               in respect of each Trust Security and the  Distribution  Date for
               each  Distribution  Period  to be given to each  Holder  of Trust
               Securities  at the  address  of  such  Holder  set  forth  in the
               Securities Register with respect to the Trust Securities. So long
               as the Trust  Securities are  represented by global  certificates
               registered  in the name of DTC or its  nominees,  notices  to the
               Holders  of Trust  Securities  will be given by  delivery  of the
               notice to DTC for  communication  by DTC to its  participants  in
               accordance with its customary procedures.

               Upon  the  request  of  a  Holder  of  a  Trust  Security,   the
               Calculation  Agent will  provide the  Distribution  Rate then in
               effect and, if determined,  the  Distribution  Rate for the next
               Distribution Period with respect to the Trust Securities.

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

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

Section 4.02. Redemption

     (a) Upon receipt by the Trust of a notice of redemption of Debentures,  the
Trust  will  call  for  redemption  a Like  Amount  of Trust  Securities  at the
Redemption  Price on the Debenture  Redemption Date and will call for redemption
all Outstanding Trust Securities on the stated maturity date of the Debentures.
<PAGE>
     (b)  Notice  of  redemption  shall  be  given by the  Property  Trustee  by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust  Securities to be redeemed,
at such Holder's address  appearing in the Securities  Register.  All notices of
redemption shall state:

          (i)  the Redemption Date;

          (ii) the Redemption Price;

          (iii) the CUSIP number;

          (iv) the place or places where Trust Securities Certificates are to be
               surrendered for payment of the Redemption Price;

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

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

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

     (d) If the  Trust,  by action of the  Property  Trustee,  gives a notice of
redemption in respect of any Preferred Securities, then, on the Redemption Date,
subject to Section 4.02(c),  the Property Trustee will irrevocably  deposit with
the Paying Agent funds  sufficient to pay the Redemption Price for the Preferred
Securities  being  redeemed  on  such  date  and  will  give  the  Paying  Agent
irrevocable  instructions  and  authority  to pay the  Redemption  Price  to the
Holders  of  such  Preferred   Securities  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 record dates for the related
Distribution  Dates.  If notice of  redemption  shall  have been given and funds
<PAGE>
irrevocably  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,
but without interest, and such Trust Securities will cease to be Outstanding. In
the  event  that any date on which  any  Redemption  Price is  payable  is not a
Business Day, then payment of the Redemption  Price payable on such date will be
made on the next  succeeding  day  which is a  Business  Day  (and  without  any
interest or other  payment in respect of any such delay),  except that,  if such
Business Day is in the next succeeding  calendar year, such payment will be made
on the immediately preceding Business Day, in each case, with the same force and
effect as if made on such  date.  In the event that  payment  of the  Redemption
Price in respect of any Trust  Securities  called for  redemption  is improperly
withheld  or  refused,  and not paid  either  by the  Trust or by the  Depositor
pursuant to the Guarantee,  Distributions on such Trust Securities will continue
to accumulate,  at the then applicable rate, from the Redemption Date originally
established by the Trust for such Trust  Securities to the date such  Redemption
Price is actually  paid, in which case the actual  payment date will be the date
fixed for redemption for purposes of calculating the Redemption Price.

     (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  3% to the  Common  Securities  and 97% to the
Preferred  Securities.  The particular Preferred Securities to be redeemed shall
be selected by the Property  Trustee from the Outstanding  Preferred  Securities
not previously  called for  redemption,  by such method as the Property  Trustee
shall deem fair and appropriate.  The Property Trustee shall promptly notify the
Securities  Registrar  in  writing  of the  Preferred  Securities  selected  for
redemption.  If fewer than all of the Trust  Securities  represented  by a Trust
Securities  Certificate are redeemed,  the Administrative  Trustee shall execute
for the Holder a new Trust  Securities  Certificate  representing the unredeemed
Trust Securities.  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.

Section 4.03.  Subordination of Common Securities

     (a) Payment of  Distributions  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, a Debenture Event of Default shall have occurred and be
continuing,  no  payment of any  Distribution  on, or  Redemption  Price of, any
Common  Security,  and no other payment on account of the  liquidation of Common
Securities,  shall be made unless payment in full in cash of all accumulated and
unpaid   Distributions   on  all  Outstanding   Preferred   Securities  for  all

<PAGE>

Distribution  Periods terminating on or prior thereto, or in the case of payment
of the  Redemption  Price,  the  full  amount  of such  Redemption  Price on all
Outstanding  Preferred  Securities then being redeemed,  shall have been made or
provided for, and all funds immediately  available to the Property Trustee shall
first be applied to the payment in full in cash of all  Distributions on, or the
Redemption Price of, Preferred Securities then due and payable.

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

     Section 4.04. Payment Procedures.  Payments of Distributions,  if the Trust
Securities are held by a Clearing  Agency,  shall be made to the Clearing Agency
by wire  transfer in  immediately  available  funds.  Payments of  Distributions
pursuant to Section  4.01 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.  Payment of the Redemption Price or Liquidation
Distribution of the Trust Securities and payments of  Distributions  pursuant to
Section 4.01 in respect of Trust  Securities held in certificated  form shall be
made in  immediately  available  funds upon  surrender  of the Trust  Securities
Certificate  representing such Trust Securities at the Corporate Trust Office of
the Property Trustee.

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

     Section 4.06. Payments under Indenture. Any amount payable hereunder to any
Holder  of  Preferred   Securities  shall  be  reduced  by  the  amount  of  any
corresponding payment such Holder has directly received pursuant to Section 6.07
of the Indenture or pursuant to the  Guarantee.  Notwithstanding  the provisions
hereunder  to the  contrary,  Securityholders  acknowledge  that any  Holder  of
Preferred  Securities that receives  payment under Section 6.07 of the Indenture
may  receive  amounts  greater  than the amount  such  Holder may be entitled to
receive pursuant to the other provisions of this Trust Agreement.

                                    ARTICLE V

                          Trust Securities Certificates

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

     Section  5.02.  The Trust  Securities  Certificates.  The Trust  Securities
Certificates  shall be issued  representing one or more Trust Securities.  Trust
Securities  Certificates  representing fractional interests shall not be issued.
The Trust  Securities  Certificates  shall be executed on behalf of the Trust by
manual signature of the  Administrative  Trustee or by a facsimile  signature of
the  Administrative  Trustee  countersigned by the Securities  Registrar.  Trust
Securities  Certificates  bearing the signatures of individuals who were, at the
time when such signatures shall have been affixed,  authorized to sign on behalf
of the Trust, shall be validly issued and entitled to the benefits of this Trust
Agreement,  notwithstanding  that such  individuals  or any of them  shall  have
ceased  to be so  authorized  prior to the  delivery  of such  Trust  Securities
Certificates  or did not hold such offices at the date of delivery of such Trust
Securities  Certificates.  A transferee of a Trust Securities  Certificate shall
become a Securityholder,  and shall be entitled to the rights and subject to the
obligations of a Securityholder  hereunder,  upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04.

     Section 5.03.  Delivery of Trust  Securities  Certificates.  On the Closing
Date, the Administrative Trustee shall cause Trust Securities  Certificates,  in
an aggregate  Liquidation  Amount as provided in Sections  2.04 and 2.05,  to be
executed on behalf of the Trust as provided in Section 5.02 and  delivered to or
upon a written order of the Depositor  signed by its Chairman of the Board,  its
President, any Vice President or the Treasurer, without further corporate action
by  the  Depositor,  in  authorized  denominations.  The  written  order  of the
Depositor  shall be  accompanied by an Officer's  Certificate  and an Opinion of
Counsel.
<PAGE>
     Section 5.04. Registration of Transfer and Exchange of Preferred Securities
Certificates.   A  registrar   appointed  by  the  Depositor  (the   "Securities
Registrar")  shall keep or cause to be kept, at the office or agency  maintained
pursuant to Section  5.08,  a register  (the  "Securities  Register")  in which,
subject to such  reasonable  regulations  as it may  prescribe,  the  Securities
Registrar shall provide for the  registration of Trust  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;
any  successor  Securities  Registrar  shall be appointed by the  Administrative
Trustee.

     Upon  surrender for  registration  of transfer of any Preferred  Securities
Certificate  at the office or agency  maintained  pursuant to Section 5.08,  the
Administrative  Trustee shall execute and deliver, in the name of the designated
transferee or  transferees,  one or more new Preferred  Securities  Certificates
representing the same number of Preferred Securities dated the date of execution
by the Administrative  Trustee. At the option of a Holder,  Preferred Securities
Certificates may be exchanged for other Preferred  Securities  Certificates upon
surrender of the Preferred Securities Certificates to be exchanged at the office
or agency  maintained  pursuant to Section 5.08. The Securities  Registrar shall
not be required to register the transfer of any Preferred  Securities  that have
been called for redemption or after the Liquidation Date.

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

     No  service  charge  shall  be made for any  registration  of  transfer  or
exchange of  Preferred  Securities,  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.

     Section  5.05.  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

<PAGE>
Registrar  and the  Administrative  Trustee such security or indemnity as may be
required by them to hold the Securities  Registrar and the Trust harmless,  then
in the absence of notice that such Trust Securities  Certificate shall have been
acquired by a bona fide purchaser,  the Administrative Trustee, on behalf of the
Trust shall execute and make available for delivery,  in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities  Certificate of like tenor. In connection with the issuance
of any new Trust Securities  Certificate under this Section,  the Administrative
Trustee or the Securities  Registrar may require the payment of a sum sufficient
to cover any tax or other governmental  charge that may be imposed in connection
therewith.  Any duplicate Trust Securities  Certificate  issued pursuant to this
Section shall constitute conclusive evidence of an undivided beneficial interest
in the 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 5.06. Persons Deemed Securityholders.  Prior to due presentation of
a Trust Security  Certificate for registration of transfer,  the  Administrative
Trustee,  the Paying Agent or the Securities Registrar shall treat the Person in
whose  name  any  Trust  Securities  Certificate  shall  be  registered  in  the
Securities Register as the owner and Holder of such Trust Securities Certificate
for  the  purpose  of  receiving   Distributions  and  for  all  other  purposes
whatsoever,  and  neither  the  Trustees,  the Paying  Agent nor the  Securities
Registrar shall be bound by any notice to the contrary.

     Section 5.07. Access to List of  Securityholders'  Names and Addresses.  In
the event that the Property Trustee is no longer the Securities  Registrar,  the
Administrative Trustee or the Depositor shall furnish or cause to be furnished a
list, in such form as the Property Trustee may reasonably  require, of the names
and addresses of the  Securityholders  as of the most recent record date and (a)
to  the  Property  Trustee,  quarterly  not  later  than  10  days  prior  to  a
Distribution Date and (b) to the Property Trustee, promptly after receipt by the
Administrative  Trustee or the Depositor of a request therefor from the Property
Trustee in order to enable the Paying Agent to pay  Distributions  in accordance
with Section 4.01 hereof) in each case to the extent such  information is in the
possession or control of the Administrative  Trustee or the Depositor and is not
identical to a previously  supplied list or has not  otherwise  been received by
the Property Trustee.  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 Property Trustee shall
be as provided in the Trust Indenture Act. Each Holder, by receiving and holding
a Trust Securities  Certificate,  shall be deemed to have agreed not to hold the
Depositor,  the Property  Trustee,  the  Administrative  Trustee or the Delaware
Trustee  accountable  by  reason  of the  disclosure  of its name  and  address,
regardless of the source from which such information was derived.
<PAGE>
     Section 5.08.  Maintenance of Office or Agency.  The Property Trustee shall
maintain in Newark, New Jersey, an office or offices or agency or agencies where
Preferred Securities may be surrendered for registration of transfer or exchange
and where  notices and  demands to or upon the  Trustees in respect of the Trust
Securities  Certificates  may be served.  The Property Trustee shall give prompt
written notice to the Depositor and to the  Securityholders of any change in the
location of the  Securities  Register or any such office or agency,  which shall
initially be at the Corporate Trust Office of the Property Trustee.

     Section  5.09.  Appointment  of Paying  Agent.  The Paying Agent shall make
Distributions to  Securityholders  from the Payment Account and shall report the
amounts of such  Distributions  to the Property  Trustee and the  Administrative
Trustee.  Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account for the purpose of making Distributions.  The Administrative
Trustee may revoke such power and remove the Paying  Agent,  provided  that such
revocation  and removal  with  respect to the sole Paying Agent shall not become
effective until the appointment of a successor. The Paying Agent shall initially
be the Property Trustee,  and any co-paying agent chosen by the Property Trustee
and  acceptable  to the  Administrative  Trustee and the  Depositor.  Any Person
acting as Paying  Agent  shall be  permitted  to resign as Paying  Agent upon 30
days' written notice to the  Administrative  Trustee and the Depositor,  and, if
applicable, the Property Trustee, provided that such resignation with respect to
the sole Paying  Agent shall not become  effective  until the  appointment  of a
successor.  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 Trustee shall appoint a successor that is acceptable
to the  Property  Trustee  (in  the  case of any  other  Paying  Agent)  and the
Depositor to act as Paying  Agent  (which  shall be a bank or trust  company and
have a combined capital and surplus of at least $50,000,000). The Administrative
Trustee shall cause such successor  Paying Agent or any additional  Paying Agent
appointed by the  Administrative  Trustee to execute and deliver to the Trustees
an instrument in which such  successor  Paying Agent or additional  Paying Agent
shall agree with the Trustees that as Paying Agent,  such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment to
the  Securityholders  in trust for the benefit of the  Securityholders  entitled
thereto until such sums shall be paid to such Securityholders.  The Paying Agent
shall return all of such sums  remaining  unclaimed to the Property  Trustee and
upon  removal of a Paying Agent such Paying Agent shall also return such sums in
its possession to the Property  Trustee.  The provisions of Sections 7.01,  7.03
and 7.06 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
Trust Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.
<PAGE>
     Section 5.10. No Transfer of Common Securities by Depositor. To the fullest
extent permitted by law, any attempted  transfer of the Common  Securities shall
be  void.  The  Administrative   Trustee  shall  cause  each  Common  Securities
Certificate   issued  to  the  Depositor  to  contain  a  legend  stating  "THIS
CERTIFICATE  IS NOT  TRANSFERABLE".  By execution of this Trust  Agreement,  the
Depositor agrees to the foregoing provisions.

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

     (a) The Preferred  Securities,  upon original issuance on the Closing Date,
will not be  engraved  but will be issued in the form of one or more  printed or
typewritten Book-Entry Preferred Securities Certificates, to be delivered to The
Depository Trust Company,  the initial Clearing Agency, by, or on behalf of, the
Trust. Such Book-Entry  Preferred  Securities  Certificate or Certificates shall
initially be  registered on the  Securities  Register in the name of Cede & Co.,
the nominee of the initial Clearing Agency.

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

     Section 5.12.  Definitive  Preferred  Securities  Certificates.  If (a) the
Depositor  advises the Trustees in writing that the Clearing Agency is no longer
willing or able to properly discharge its  responsibilities  with respect to the
Preferred Securities Certificates or the Clearing Agency is no longer registered
or in good standing  under the Securities  Exchange Act of 1934, as amended,  or
other applicable statute or regulation,  and the Depositor is unable to locate a
qualified  successor within 90 days, (b) the Depositor at its option advises the
Trustees in writing that it elects to terminate the  book-entry  system  through
the Clearing  Agency or (c) an Event of Default occurs and is  continuing,  then
the  Administrative   Trustee  shall  issue  Definitive   Preferred   Securities
Certificates.  Upon  surrender to the  Administrative  Trustee of the Book-Entry
Preferred  Securities  Certificates  by  the  Clearing  Agency,  accompanied  by
registration instructions,  the Administrative Trustee shall execute and deliver
the  Definitive  Preferred  Securities   Certificates  in  accordance  with  the
instructions of the Clearing  Agency.  Neither the Securities  Registrar nor the
Trustees shall be liable for any delay in delivery of such  instructions and may
conclusively  rely on, and shall be protected in relying on, such  instructions.
The Definitive Preferred Securities Certificates shall be printed,  lithographed
or engraved or may be produced in any other manner as is  reasonably  acceptable
to the  Administrative  Trustee,  as evidenced by the  execution  thereof by the
Administrative Trustee.
<PAGE>

     Section 5.13. Rights of Securityholders. The Securityholders shall not have
any right or title to the Trust  Property  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,  in their capacities as such, shall be entitled
to the same  limitation  of  personal  liability  extended  to  stockholders  of
corporations for profit organized under the General Corporation Law of the State
of Delaware.

                                   ARTICLE VI

                    Acts of Securityholders; Meetings; Voting

     Section 6.01. Limitations on Voting Rights.

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

     (b) The  Trustees  shall  not (i)  direct  the  time,  method  and place of
conducting any proceeding for any remedy  available to the Debenture  Trustee or
executing any trust or power conferred on the Debenture  Trustee with respect to
such  Debentures,  (ii) waive any past default which may be waived under Section
6.04 of the  Indenture,  (iii)  exercise  any  right  to  rescind  or  annul  an
acceleration  of the  principal  of all the  Debentures  or (iv)  consent to any
amendment  or  modification  of the  Indenture,  where  such  consent  shall  be
required,  without, in each case,  obtaining the prior consent of the Holders of
at least a majority in aggregate Liquidation Amount of all Outstanding Preferred
Securities; provided, however, that where such 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  Outstanding  Preferred  Securities.  The  Trustees  shall not
revoke any action previously  authorized or approved by a vote of the Holders of
Preferred  Securities,  except by a subsequent  vote of the Holders of Preferred
Securities.  The  Property  Trustee  shall  notify all Holders of the  Preferred
Securities of any notice received from the Debenture  Trustee as a result of the
Trust being the holder of the  Debentures.  In addition to obtaining the consent
of the Holders of the Preferred Securities, prior to taking any of the foregoing

<PAGE>

actions, the Trustees shall, at the expense of the Depositor,  obtain an Opinion
of Counsel  experienced in such matters to the effect that the Trust will not be
classified as an association  taxable as a corporation or partnership for United
States  Federal  income tax purposes on account of such action and will continue
to be  classified  as a grantor  trust for  United  States  Federal  income  tax
purposes.

     (c) Subject to Section  10.02(c) hereof,  if any proposed  amendment to the
Trust Agreement  provides for, or the Trustees  otherwise propose to effect, (i)
any action  that would  adversely  affect in any  material  respect  the powers,
preferences  or special  rights of the Preferred  Securities,  whether by way of
amendment  to this Trust  Agreement or  otherwise,  or (ii) the  dissolution  or
liquidation  of the  Trust,  other  than  pursuant  to the  terms of this  Trust
Agreement, then the Holders of Outstanding Preferred Securities will be entitled
to vote on such  amendment or proposal and such  amendment or proposal shall not
be  effective  except with the approval of the Holders of at least a majority in
aggregate Liquidation Amount of the Outstanding Preferred Securities.

     Section 6.02.  Notice of Meetings.  Notice of all meetings of the Preferred
Securityholders,  stating the time,  place and purpose of the meeting,  shall be
given by the  Property  Trustee  pursuant  to  Section  10.08 to each  Preferred
Securityholder of record, at his/her  registered  address,  at least 15 days and
not more than 90 days before the  meeting.  At any such  meeting,  any  business
properly  before the meeting may be so  considered  whether or not stated in the
notice of the meeting.  Any adjourned  meeting may be held as adjourned  without
further notice.

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

     Holders  of at  least  50%  of  the  aggregate  Liquidation  Amount  of the
Outstanding  Preferred  Securities,   present  in  person  or  by  proxy,  shall
constitute a quorum at any meeting of Preferred Securityholders.

     If a quorum is present at a meeting,  an affirmative vote of the Holders of
at least a  majority  of the  aggregate  Liquidation  Amount of the  Outstanding
Preferred  Securities  present,  either in person or by proxy,  at such  meeting
shall constitute the action of the Preferred Securityholders,  unless this Trust
Agreement requires a greater number of affirmative votes.
<PAGE>
     Section 6.04. Voting Rights. A Securityholder shall be entitled to one vote
for each Trust Security in respect of any matter as to which such Securityholder
is entitled to vote.

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

     Section 6.06.  Securityholder  Action by Written Consent.  Any action which
may be taken by  Securityholders  at a meeting may be taken without a meeting if
Holders of the proportion of the Outstanding Securities required to approve such
action shall consent to the action in writing.

     Section 6.07.  Record Date for Voting and Other Purposes.  For the purposes
of determining the  Securityholders who are entitled to notice of and to vote at
any meeting or by written consent,  or for the purpose of any other action,  the
Administrative  Trustee may from time to time fix a date,  not more than 90 days
prior to the date of any  meeting of  Securityholders,  as a record date for the
determination of the identity of the Securityholders for such purposes.

     Section 6.08. Acts of Securityholders. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Trust Agreement to be given, made or taken by Securityholders may be embodied in
and evidenced by one or more instruments of  substantially  similar tenor signed
by such Securityholders in person or by an agent duly appointed in writing; and,
except  as  otherwise  expressly  provided  herein,  such  action  shall  become
effective   when  such   instrument   or   instruments   are  delivered  to  the
Administrative  Trustee. Such instrument or instruments (and the action embodied
therein and evidenced  thereby) are herein sometimes referred to as the "Act" of
the Securityholders  signing such instrument or instruments.  Proof of execution
of any such  instrument  or of a  writing  appointing  any such  agent  shall be
sufficient for any purpose of this Trust Agreement and (subject to Section 7.02)
conclusive, if made in the manner provided in this Section.
<PAGE>
     The fact and date of the execution by any Person of any such  instrument or
writing may be proved by the  affidavit  of a witness of such  execution or by a
certificate  of a notary  public  or  other  officer  authorized  by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing  acknowledged to him/her the execution thereof.  Where such execution
is by a signer acting in a capacity other than his/her individual capacity, such
certificate  or  affidavit  shall also  constitute  sufficient  proof of his/her
authority. The fact and date of the execution of any such instrument or writing,
or the  authority of the Person  executing  the same,  may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

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

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

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

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

     Section  6.09.  Inspection  of  Records.  Upon  reasonable  notice  to  the
Administrative  Trustee 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.
<PAGE>


                                   ARTICLE VII

                                  The Trustees

     Section 7.01. Certain Duties and Responsibilities.

     (a) The duties and responsibilities of the Trustees shall be as provided by
this Trust Agreement and, in the case of the Property Trustee, also by the Trust
Indenture  Act.  The  Property  Trustee,  other than during the  occurrence  and
continuance  of an Event of Default,  undertakes  to perform only such duties as
are  specifically  set  forth  in this  Trust  Agreement  and,  upon an Event of
Default,  must  exercise  the same degree of care and skill as a prudent  person
would exercise or use in the conduct of his/her own affairs.  The Trustees shall
have all the privileges, rights and immunities provided by the Delaware Business
Trust Act.  Notwithstanding the foregoing,  no provision of this Trust Agreement
shall require the Trustees to expend or risk their own funds or otherwise  incur
any financial liability in the performance of any of their duties hereunder,  or
in the exercise of any of their rights or powers,  if they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not  reasonably  assured to it. Whether or not therein
expressly so provided,  every provision of this Trust Agreement  relating to the
conduct or affecting  the  liability of or affording  protection to the Trustees
shall be  subject  to the  provisions  of this  Section.  Nothing  in this Trust
Agreement shall be construed to release the Property  Trustee from liability for
its own negligent  action,  its own negligent failure to act, or its own willful
misconduct.  To the extent that, at law or in equity, the Administrative Trustee
has duties (including  fiduciary duties) and liabilities relating thereto to the
Trust or to the Securityholders,  the Administrative Trustee shall not be liable
to the Trust or to any  Securityholder  for the  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 Trustee otherwise existing at law or in equity, are agreed by
the  Depositor  and  the  Securityholders  to  replace  such  other  duties  and
liabilities of the Administrative Trustee.

     (b) All payments made by the Property  Trustee or any other Paying Agent in
respect of the Trust  Securities shall be made only from the income and proceeds
from the Trust  Property.  Each  Securityholder,  by its  acceptance  of a Trust
Security,  agrees that (i) it will look solely to the income and  proceeds  from
the Trust  Property to the extent  available  for  distribution  to it as herein
provided and (ii) 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 7.01(b) does not limit the liability
of the Trustees expressly set forth elsewhere in this Trust Agreement or, in the
case of the Property Trustee, in the Trust Indenture Act.
<PAGE>

     Section 7.02. Notice of Defaults;  Direct Action by Securityholers.  Within
90 days  after the  occurrence  of any Event of  Default  actually  known to the
Property Trustee, the Property Trustee shall transmit,  in the manner and to the
extent  provided  in  Section  10.08,  notice of such  Event of  Default  to the
Securityholders, the Administrative Trustee and the Depositor, unless such Event
of Default shall have been cured or waived.  If the Property  Trustee has failed
to enforce its rights under this Trust Agreement or the Indenture to the fullest
extent permitted by law and subject to the terms of this Trust Agreement and the
Indenture,  any Securityholder may institute a legal proceeding directly against
any Person to enforce the Property  Trustee's  rights under this Trust Agreement
or the Indenture with respect to Debentures  having a principal  amount equal to
the  aggregate   Liquidation   Amount  of  the  Preferred   Securities  of  such
Securityholder without first instituting a legal proceeding against the Property
Trustee or any other  Person.  To the extent that any action under the Indenture
is entitled to be taken by the holders of at least a specified percentage of the
principal  amount of the  outstanding  Debentures,  Holders of at least the same
percentage of the Liquidation Amount of the Outstanding Preferred Securities may
also take such action in the name of the Trust if such action has not been taken
by the Property Trustee.  Notwithstanding the foregoing, if a Debenture Event of
Default relating to the Depositor's  failure to pay the principal of or interest
on the Debentures has occurred and is continuing  thereby  resulting in an Event
of Default hereunder,  then each Holder of Preferred  Securities may institute a
legal  proceeding  directly  against the Depositor for enforcement of payment to
such Holder, as provided in Section 6.07 of the Indenture.

     Section 7.03. Certain Rights of Property Trustee. Subject to the provisions
of Section 7.01:

     (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, other than during the  occurrence  and  continuance  of an Event of
Default,  (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

<PAGE>

provision of this Trust Agreement, then, except as to any matter as to which the
Preferred  Securityholders  are  entitled  to vote under the terms of this Trust
Agreement,  the  Property  Trustee  shall  deliver  a  notice  to the  Depositor
requesting  written  instructions of the Depositor as to the course of action to
be taken.  The Property  Trustee shall take such action,  or refrain from taking
such action,  as the Property Trustee shall be instructed in writing to take, or
to  refrain  from  taking,  by the  Depositor;  provided,  however,  that if the
Property Trustee does not receive such  instructions of the Depositor within ten
Business Days after it has delivered  such notice,  or such  reasonably  shorter
period of time set forth in such notice (which to the extent  practicable  shall
not be less than two Business Days), it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Trust Agreement as
it shall deem  advisable and in the best  interests of the  Securityholders,  in
which event the  Property  Trustee  shall have no  liability  except for its own
negligent  action,  its  own  negligent  failure  to  act  or  its  own  willful
misconduct;

     (c) the Property  Trustee may consult with counsel or other  experts of its
selection  and the  advice or  opinion of such  counsel  or other  experts  with
respect to legal  matters or advice  within the scope of such  experts'  area of
expertise 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;

     (d) 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;

     (e) the Property Trustee shall not be bound to make any investigation  into
the  facts  or  matters  stated  in  any  resolution,   certificate,  statement,
instrument,   opinion,  report,  notice,  request,  direction,  consent,  order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, but the Property Trustee, in its discretion,  may make such further
inquiry or investigation into such facts or matters as it may see fit; and

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

     Section 7.04. Not Responsible  for Recitals or Issuance of Securities.  The
recitals  contained  herein and in the Trust  Securities  Certificates  shall be
taken as the  statements  of the  Trust,  and the  Trustees  do not  assume  any
responsibility for their correctness.  The Trustees shall not be accountable for
the use or application by the Depositor of the proceeds of the Debentures.
<PAGE>

     Section 7.05.  May Hold  Securities.  Any Trustee or any other agent of any
Trustee or the Trust,  in its individual or any other  capacity,  may become the
owner or pledgee of Trust Securities and, subject to Sections 7.08 and 7.13 and,
except as provided in the  definition of the term  Outstanding in Article I, may
otherwise  deal with the Trust with the same rights it would have if it were not
a Trustee or such other agent.

     Section 7.06. Compensation; Indemnity; Fees. The Depositor agrees:

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

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

     (c) to indemnify each of the Trustees or any  predecessor  Trustee for, and
to hold  the  Trustees  harmless  against,  any and all  loss,  damage,  claims,
liability,  penalty or expense  including  taxes  (other than taxes based on the
income of such  Trustee)  incurred  without its own  negligent  action,  its own
negligent  failure  to act or its  wilful  misconduct  (or,  in the  case of the
Administrative  Trustees,  incurred  without  gross  negligence  or bad  faith),
arising out of or in connection  with the acceptance or  administration  of this
Trust  Agreement,  including the costs and expenses of defending  itself against
any claim or liability in connection  with the exercise or performance of any of
its powers or duties hereunder.

     No Trustee  may claim any Lien or charge on any Trust  Property as a result
of any amount due pursuant to this Section 7.06.

     The  provisions of this Section 7.06 shall survive the  termination of this
Trust Agreement.
<PAGE>
     Section 7.07. Corporate Property Trustee Required; Eligibility of Trustees

     (a) There shall at all times be a Property Trustee hereunder.  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.  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.  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 7.08. Conflicting  Interests.  If the Property Trustee has or shall
acquire a conflicting  interest  within the meaning of the Trust  Indenture Act,
the Property  Trustee shall either  eliminate  such  interest or resign,  to the
extent and in the manner  provided  by, and  subject to the  provisions  of, the
Trust Indenture Act and this Trust Agreement.

     Section 7.09. Co-Trustees and Separate Trustee.  Unless an Event of Default
shall have occurred and be continuing,  at any time or times, for the purpose of
meeting the legal requirements of the Trust Indenture Act or of any jurisdiction
in  which  any  part of the  Trust  Property  may at the  time be  located,  the
Depositor and the  Administrative  Trustee (and if more than one  Administrative
Trustee, by agreed action of the majority of such Trustees) shall have power (i)
to  appoint,  and upon the  written  request of the  Administrative  Trustee the
Depositor  shall for such  purpose join with the  Administrative  Trustee in the
execution,  delivery and performance of all instruments and agreements necessary
or proper to appoint one or more Persons approved by the Property Trustee either
to act as co-trustee,  jointly with the Property Trustee,  of all or any part of
such Trust Property, or to the extent required by law to act as separate trustee
of any such property,  in either case with such powers as may be provided in the
instrument  of  appointment,  and (ii) to vest in such  Person or Persons in the
capacity  aforesaid,  any property,  title,  right or power deemed  necessary or
desirable,  subject to the other  provisions of this  Section.  If the Depositor
does not join in such  appointment  within 15 days after the  receipt by it of a

<PAGE>
request so to do, or in case a Debenture  Event of Default has  occurred  and is
continuing,   the  Property   Trustee  alone  shall  have  power  to  make  such
appointment.  Any  co-trustee  or separate  trustee  appointed  pursuant to this
Section shall either be (i) a natural person who is at least 21 years of age and
a resident of the United States or (ii) a legal entity with its principal  place
of  business in the United  States  that shall act  through one or more  persons
authorized to bind such entity.

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

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

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

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

     (c) The Property  Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate  trustee  appointed  under this Section,
and, in case a Debenture  Event of Default has occurred and is  continuing,  the
Property  Trustee shall have power to accept the resignation of, or remove,  any
such  co-trustee or separate  trustee  without the concurrence of the Depositor.
Upon the written request of the Property Trustee,  the Depositor shall join with
the  Property  Trustee  in  the  execution,  delivery  and  performance  of  all
instruments and agreements necessary or proper to effectuate such resignation or
removal.  A  successor  to any  co-trustee  or  separate  trustee so resigned or
removed may be appointed in the manner provided in this Section.
<PAGE>
     (d) No co-trustee or separate trustee  hereunder shall be personally liable
by reason of any act or omission of the Property  Trustee,  or any other trustee
hereunder.

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

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

     Section  7.10.  Resignation  and  Removal;  Appointment  of  Successor.  No
resignation or removal of any Trustee and no appointment of a successor  Trustee
pursuant  to this  Article  shall  become  effective  until  the  acceptance  of
appointment  by  the  successor   Trustee  in  accordance  with  the  applicable
requirements of Section 7.11.

     Subject to the immediately  preceding paragraph,  any Trustee may resign at
any time with respect to the Trust  Securities by giving  written notice thereof
to the Securityholders.

     Unless an Event of  Default  shall have  occurred  and be  continuing,  any
Trustee  may  be  removed  at any  time  by Act  of  the  Holder  of the  Common
Securities.  If an Event of Default shall have occurred and be  continuing,  the
Property  Trustee or the Delaware  Trustee,  or both of them,  may be removed at
such time  only by Act of the  Holders  of at least a  majority  in  Liquidation
Amount of the Outstanding  Preferred  Securities,  delivered to such Trustee (in
its individual capacity and on behalf of the Trust). The Administrative  Trustee
may only be removed by the Holder of Common Securities at any time.

     If the  instrument  of  acceptance  by the  successor  Trustee  required by
Section 7.11 shall not have been  delivered to the Trustee  within 30 days after
the giving of such notice of resignation  or removal,  the Trustee may petition,
at the expense of the  Depositor,  any court of competent  jurisdiction  for the
appointment of a successor Trustee.

     If any Trustee  shall resign,  be removed or become  incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Event of Default  shall have occurred and be  continuing,  the
Holder of Common Securities, by Act of the Holder of Common Securities delivered
to the retiring Trustee,  shall promptly appoint a successor Trustee or Trustees
and the  Trust,  and the  retiring  Trustee  shall  comply  with the  applicable
requirements  of Section 7.11. If the Property  Trustee or the Delaware  Trustee
shall  resign,  be  removed  or become  incapable  of  continuing  to act as the
Property Trustee or the Delaware Trustee,  as the case may be, at a time when an
Event of Default  has  occurred  and is  continuing,  the  Holders of  Preferred
Securities,  by Act of the Securityholders of at least a majority in Liquidation

<PAGE>
Amount  of the  Outstanding  Preferred  Securities  delivered  to  the  retiring
Trustee,  shall  promptly  appoint a  successor  Trustee or  Trustees,  and such
successor Trustee shall comply with the applicable requirements of Section 7.11.
If any  Administrative  Trustee shall resign,  be removed or become incapable of
acting as  Administrative  Trustee at a time when an Event of Default shall have
occurred and be  continuing,  the Holder of Common  Securities  shall  appoint a
successor  Administrative  Trustee.  If no successor  Trustee shall have been so
appointed  by the  Holder of  Common  Securities  or the  Holders  of  Preferred
Securities and accepted  appointment in the manner required by Section 7.11, any
Securityholder  who has been a  Securityholder  of Trust Securities for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee.

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

     Notwithstanding  the  foregoing  or  any  other  provision  of  this  Trust
Agreement,  in the event any Administrative Trustee or Delaware Trustee who is a
natural person dies or becomes, in the opinion of the Depositor,  incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by (a) the unanimous act of the remaining  Administrative  Trustees if
there  are at least  two of them or (b)  otherwise  by the  Depositor  (with the
successor in each case being a Person who satisfies the eligibility requirements
for Administrative  Trustee or for the Delaware Trustee, as the case may be, set
forth in Section 7.07).

     Section  7.11.  Acceptance  of  Appointment  by  Successor.  In case of the
appointment  hereunder of a successor  Trustee,  the  retiring  Trustee and each
successor  Trustee  shall  execute  and  deliver  to the Trust and the  retiring
Trustee an amendment  hereto  wherein each  successor  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 Trustee all
the rights,  powers, trusts and duties of the retiring 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 Trustee,  it being  understood that nothing herein or in such amendment
shall constitute such Trustees  co-trustees of the same trust and that each such

<PAGE>

Trustee shall be trustee of a trust or trusts hereunder  separate and apart from
any trust or trusts  hereunder  administered  by any other such Trustee and upon
the execution and delivery of such  amendment the  resignation or removal of the
retiring  Trustee shall become effective to the extent provided therein and each
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 and the Trust;  but, on request of the Trust or any  successor  Trustee,
such retiring Trustee shall duly assign,  transfer and deliver to such successor
Trustee all Trust Property, all proceeds thereof and money held by such retiring
Trustee hereunder.

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

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

     Section 7.12. Merger, Conversion,  Consolidation or Succession to Business.
Any Person into which any of the  Trustees  may be merged or  converted  or with
which  it  may be  consolidated,  or  any  Person  resulting  from  any  merger,
conversion  or  consolidation  to which such  Trustee  shall be a party,  or any
Person  succeeding to all or  substantially  all the corporate trust business of
such Trustee,  shall be the successor of such Trustee  hereunder,  provided such
Person shall be otherwise qualified and eligible under this Article, without the
execution  or filing of any paper or any  further  act on the part of any of the
parties hereto.

     Section 7.13. Preferential Collection of Claims Against Depositor or Trust.
If and when the Property  Trustee or the Delaware  Trustee  shall be or become a
creditor (whether directly or indirectly, secured or unsecured) of the Depositor
or the Trust (or any other obligor upon the Debentures or the Trust Securities),
including  under the terms of Section 7.05 hereof,  the Property  Trustee or the
Delaware  Trustee,  as the case may be,  shall be  subject to and shall take all
actions  necessary in order to comply with the provisions of the Trust Indenture
Act  regarding the  collection of claims  against the Depositor or Trust (or any
such other obligor).

     Section  7.14.  Reports by Property  Trustee.  The Property  Trustee  shall
transmit to Holders such reports concerning the Property Trustee and its actions
under this Trust  Agreement as may be required  pursuant to the Trust  Indenture
Act at the times and in the manner  provided  pursuant  thereto.  If required by
Section 313(a) of the Trust Indenture Act, the Property Trustee shall, within 60
days after each May 31  following  the date of this Trust  Agreement  deliver to
Holders  a brief  report,  dated  as of such  May 31,  which  complies  with the
provisions of such Section 313(a).

     A copy of each  such  report  shall,  at the time of such  transmission  to
Holders,  be filed by the Property  Trustee with each stock  exchange upon which
any  Preferred  Securities  are then listed,  with the  Commission  and with the
Trust.  The Trust will promptly  notify the Property  Trustee when any Preferred
Securities are listed on any stock exchange.
<PAGE>
     Section  7.15.  Reports  to the  Property  Trustee  and the  Commission.The
Depositor and the Administrative Trustee on behalf of the Trust shall provide to
the Property Trustee and the Commission, as applicable, 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  7.16.  Evidence  of  Compliance  with  Conditions  Precedent.  The
Depositor and the Administrative Trustee on behalf of the Trust shall provide to
the Property  Trustee evidence of compliance with the 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.

     Section 7.17.  Statements Required in Officer's  Certificate and Opinion of
Counsel.

     Each  Officer's   Certificate  and  Opinion  of  Counsel  with  respect  to
compliance  with a covenant or condition  provided  for in this Trust  Agreement
shall include:

     (1)  a statement  that each Person  making such  Officer's  Certificate  or
          Opinion of Counsel has read such covenant or condition;

     (2)  a brief  statement  as to the nature and scope of the  examination  or
          investigation  upon which the statements or opinions contained in such
          Officer's Certificate or Opinion of Counsel are based;

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

     (4)  a statement  that,  in the opinion of such  Person,  such  covenant or
          condition has been complied with; provided, however, that with respect
          to matters of fact not involving any legal  conclusion,  an Opinion of
          Counsel may rely on an Officer's Certificate or certificates of public
          officials.

Section 7.18.  Number of Trustees

     (a) The number of Trustees shall be three,  provided that the Holder of all
of the Common  Securities by written  instrument may increase and, if increased,
may decrease the number of Administrative Trustees.
<PAGE>

     (b) If a Trustee  ceases to hold  office  for any  reason and the number of
Administrative  Trustees is not reduced pursuant to Section  7.18(a),  or if the
number of Trustees is increased  pursuant to Section  7.18(a),  a vacancy  shall
occur.  The vacancy shall be filled with a Trustee  appointed in accordance with
Section 7.10.

     (c) The death, resignation,  retirement, removal, bankruptcy,  dissolution,
termination, incompetence or incapacity to perform the duties of a Trustee shall
not operate to dissolve,  terminate or annul the Trust. Whenever a vacancy shall
occur,  until such  vacancy is filled by the  appointment  of an  Administrative
Trustee in accordance with Section 7.10, the Administrative  Trustees in office,
regardless  of their  number (and  notwithstanding  any other  provision of this
Trust  Agreement),  shall  have all the  powers  granted  to the  Administrative
Trustee  and shall  discharge  all the duties  imposed  upon the  Administrative
Trustees by this Trust Agreement.

Section 7.19. Delegation of Power

     (a) Any  Administrative  Trustee may, by power of attorney  consistent with
applicable law,  delegate to any natural person over the age of 21 his/her power
for the purpose of executing  any  documents  contemplated  in Section  2.07(a),
including  any  registration  statement  or  amendment  thereto  filed  with the
Commission, or making any other governmental filing; and

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

     Section 7.20. Voting. Except as otherwise provided in this Trust Agreement,
the  consent  or vote of the  Trustees  shall be  approved  by not  less  than a
majority of the Administrative Trustees.


                                  ARTICLE VIII

                           Dissolution and Liquidation

     Section 8.01.  Dissolution Upon Expiration Date. Unless earlier  dissolved,
the Trust shall  automatically  dissolve on December  22, 2051 (the  "Expiration
Date").
<PAGE>

     Section  8.02.  Early  Dissolution.  The  earliest  to  occur of any of the
following  events is an "Early  Dissolution  Event" upon the occurrence of which
the Trust shall be dissolved:

     (a)  the occurrence of a Bankruptcy Event in respect of, or the dissolution
          or liquidation of the Depositor or an  acceleration of the maturity of
          the Debentures pursuant to Section 6.02 of the Indenture;

     (b)  upon the election of the  Depositor  to liquidate  the Trust and cause
          the  distribution of a Like Amount of Debentures to the Holders of the
          Trust Securities;

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

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

     The election of the Depositor  pursuant to Section 8.02(b) shall be made by
the Depositor  giving written notice to the Trustees not less than 30 days prior
to the date of  distribution  of the  Debentures.  Such notice shall specify the
date of distribution of the Debentures and shall be accompanied by an Opinion of
Counsel that such event will not be a taxable  event to the Holders of the Trust
Securities for Federal income tax purposes.

     Section 8.03. Dissolution.  The respective obligations and responsibilities
of the Trustees and the Trust  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 8.04, or
upon the redemption of all of the Trust Securities  pursuant to Section 4.02, of
all amounts  required to be distributed  hereunder upon the final payment of the
Trust Securities; (b) the payment of any expenses owed by the Trust; and (c) the
discharge of all administrative duties of the Administrative Trustee,  including
the  performance of any tax reporting  obligations  with respect to the Trust or
the Securityholders.

     Section 8.04. Liquidation

     (a) If an Early  Dissolution  Event  specified in clause (a), (c) or (d) of
Section 8.02 occurs or upon the  Expiration  Date, the Trust shall be liquidated
by the Trustees as  expeditiously  as the  Trustees  determine to be possible by
distributing,  after  satisfaction  of  liabilities to creditors of the Trust as
provided by applicable law, to each  Securityholder a Like Amount of Debentures,
subject to Section 8.04(d).  If an Early  Dissolution  Event specified in clause
(b)  occurs,  the  Trust  shall  be  liquidated  by the  Trustee  on the date of
distribution  of the  Debentures  specified  by  the  Depositor  in  its  notice
delivered  pursuant to Section 8.02. Notice of liquidation shall be given by the
Property Trustee by first-class mail, postage prepaid,  mailed not later than 30
nor more  than 60 days  prior to the  Liquidation  Date to each  Holder of Trust
Securities at such Holder's address  appearing in the Securities  Register.  All
notices of liquidation shall:
<PAGE>
     (i)  state the Liquidation Date;

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

     (iii)provide  such  information  with  respect  to the  mechanics  by which
          Holders may exchange Trust  Securities  Certificates  for certificates
          evidencing  Debentures,  or, if  Section  8.04(d)  applies,  receive a
          Liquidation  Distribution,   as  the  Administrative  Trustee  or  the
          Property Trustee shall deem appropriate.

     (b) In order to effect the liquidation of the Trust and distribution of the
Debentures to  Securityholders,  the Property  Trustee,  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  8.02(c) or  8.04(d)  applies,  on or after the
Liquidation  Date,  (i) the  Trust  Securities  will no  longer  be deemed to be
Outstanding,  (ii) certificates representing a Like Amount of Debentures will be
issued to Holders  of Trust  Securities  Certificates,  upon  surrender  of such
certificates to the Administrative Trustee or its agent for exchange,  (iii) the
Depositor  shall use its best efforts to have the  Debentures  listed on the New
York Stock Exchange or such other exchange as the Preferred  Securities are then
listed and shall take any reasonable action necessary to effect the distribution
of the Debentures, (iv) any Trust Securities Certificates not so surrendered for
exchange  will be deemed to  represent  a Like  Amount of  Debentures,  accruing
interest at the rate provided for in the Debentures  from the last  Distribution
Date on which a  Distribution  was made on such  Trust  Securities  Certificates
until such  certificates are so surrendered (and until such  certificates are so
surrendered,  no payments of  interest or  principal  will be made to Holders of
Trust  Securities  Certificates  with  respect to such  Debentures)  and (v) all
rights of Securityholders  holding Trust Securities will cease, except the right
of such Securityholders to receive Debentures upon surrender of Trust Securities
Certificates.

     (d) In the event that, notwithstanding the other provisions of this Section
8.04,  whether  because  of an  order  for  dissolution  entered  by a court  of
competent  jurisdiction  or  otherwise,  distribution  of the  Debentures in the
manner  provided  herein  is  determined  by  the  Property  Trustee  not  to be
practical,  the Trust  Property  shall be  liquidated,  and the  Trust  shall be

<PAGE>

dissolved,  by the  Property  Trustee  in such  manner as the  Property  Trustee
determines.  In  such  event,  on the  date  of the  dissolution  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 accumulated and unpaid  Distributions
thereon  to  the  date  of  payment   (such   amount   being  the   "Liquidation
Distribution").  If, upon any such dissolution, 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  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,  and no Liquidation  Distribution will be paid to the Holders
of the  Common  Securities  unless  and  until  receipt  by all  Holders  of the
Preferred  Securities of the entire Liquidation  Distribution payable in respect
thereof.

                                   ARTICLE IX

                                  Mergers, Etc.

     Section 9.01. 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 as an
entirety or  substantially  as an entirety  to any Person,  except as  described
below or under  Article  VIII.  The Trust may, at the request of the  Depositor,
with the  consent of the  Administrative  Trustee and without the consent of the
Holders  of  the  Preferred  Securities,   merge  with  or  into,   consolidate,
amalgamate,  or be replaced by, a trust  organized as such under the laws of any
State; provided, that (i) such successor entity either (a) expressly assumes all
of the obligations of the Trust with respect to the Preferred  Securities or (b)
substitutes for the Preferred  Securities other securities having  substantially
the same terms as the Preferred Securities (the "Successor  Securities") so long
as the Successor  Securities rank the same as the Preferred Securities rank with
respect to the  payment of  Distributions  and  payments  upon  liquidation  and
redemption,  (ii) the Depositor  expressly  appoints a trustee of such successor
entity  possessing  the same  powers and  duties as the  Property  Trustee  with
respect to 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,  (iv) such merger,  consolidation,  amalgamation  or

<PAGE>

replacement  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 or replacement does
not adversely  affect the rights,  preferences  and privileges of the Holders of
the Preferred  Securities  (including any Successor  Securities) in any material
respect,  (vi) such successor entity has a purpose substantially similar to that
of the  Trust,  (vii)  prior  to such  merger,  consolidation,  amalgamation  or
replacement, the Depositor has received an Opinion of Counsel to the effect that
(a) such merger,  consolidation,  amalgamation or replacement does not adversely
affect the rights,  preferences  and  privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect, and (b)
following such merger, consolidation,  amalgamation or replacement,  neither the
Trust nor such  successor  entity will be required to register as an  investment
company under the 1940 Act and (viii) the  Depositor or any permitted  successor
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  and this Trust
Agreement.  Notwithstanding the foregoing,  the Trust shall not, except with the
consent  of all  Holders  of the  Preferred  Securities,  merge  with  or  into,
consolidate, amalgamate, or be replaced by, any other entity or permit any other
entity to  consolidate,  amalgamate,  merge with or into,  or replace it if such
consolidation,  amalgamation, merger or replacement would cause the Trust or the
successor  entity not to be  classified  as a grantor  trust for  United  States
Federal income tax purposes.


                                    ARTICLE X

                            Miscellaneous Provisions

     Section  10.01.  Limitation  of  Rights  of  Securityholders.   The  death,
incapacity,  bankruptcy,  dissolution  and  termination  of any Person having an
interest,  beneficial or  otherwise,  in Trust  Securities  shall not operate to
terminate this Trust  Agreement or dissolve,  terminate or annul the Trust,  nor
entitle the legal  representatives or heirs of such Person or any Securityholder
for such Person, to claim an accounting, take any action or bring any proceeding
in any court for a partition  or  winding-up  of the  arrangements  contemplated
hereby,  nor otherwise  affect the rights,  obligations  and  liabilities of the
parties hereto or any of them.

Section 10.02.  Amendment

     (a) This Trust  Agreement  may be amended from time to time by the Trustees
and the  Depositor,  without  the  consent of any  Securityholders,  to cure any
ambiguity,  defect or  inconsistency  or make any other  change  which  does not
adversely  affect  in any  material  respect  the  interests  of any  Holder  of
Preferred Securities. Any amendments of this Trust Agreement pursuant to Section
10.02(a)   shall  become   effective   when  notice  thereof  is  given  to  the
Securityholders.
<PAGE>

     (b) Except as  provided  in  Section  10.02(a)  and  10.02(c)  hereof,  any
provision  of this  Trust  Agreement  may be  amended  by the  Trustees  and the
Depositor  with the consent of Holders of at least a majority  of the  aggregate
Liquidation Amount of the Outstanding Preferred 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 6.03 or 6.06  hereof),  this Trust
Agreement may not be amended to (i) change the method of calculation  of, timing
or  currency  of any  Distribution  or  Liquidation  Distribution  on the  Trust
Securities  or  otherwise   adversely  affect  the  method  of  payment  of  any
Distribution or Liquidation  Distribution  required to be made in respect of the
Trust  Securities as of a specified date; (ii) change the redemption  provisions
of the  Trust  Securities;  (iii)  restrict  the  right of a  Securityholder  to
institute suit for the  enforcement of any such payment  contemplated  in (i) or
(ii) above on or after the  related  date;  (iv)  modify the first  sentence  of
Section 2.06 hereof; (v) authorize or issue any beneficial interest in the Trust
other than as contemplated  by this Trust Agreement as of the date hereof;  (vi)
change the conditions precedent for the Depositor to elect to dissolve the Trust
and  distribute  the  Debentures to Holders of Trust  Securities as set forth in
Section 8.02;  or (vii) affect the limited  liability of any Holder of Preferred
Securities,  and,  notwithstanding  any  other  provision  herein,  without  the
unanimous  consent  of the  Securityholders  (such  consent  being  obtained  in
accordance  with Section 6.03 or 6.06  hereof),  paragraphs  (b) and (c) of this
Section 10.02 may not be amended.

     (d)  Notwithstanding  any other  provisions  of this  Trust  Agreement,  no
amendment to this Trust  Agreement shall be made without receipt by the Trust of
an Opinion  of  Counsel  experienced  in such  matters  to the effect  that such
amendment  will not  affect  the  Trust's  status as a grantor  trust for United
States  Federal  income tax  purposes or its  exemption  from  regulation  as an
"investment company" under the 1940 Act.

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

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

     (g) In  executing  any  amendment  to this Trust  Agreement,  the  Property
Trustee  shall be entitled to receive,  and  (subject to Section  7.01) shall be
fully  protected  in  relying  upon,  an Opinion  of  Counsel  stating  that the

<PAGE>

execution of such amendment is authorized or permitted by this Trust  Agreement.
Except  as  contemplated  by  Section  7.11,  a  Trustee  may,  but shall not be
obligated  to, enter into any  amendment to this Trust  Agreement  which affects
such Trustee's own rights,  duties or immunities  under this Trust  Agreement or
otherwise.

     Section 10.03. Severability.  In case any provision in this Trust Agreement
or  in  the  Trust  Securities   Certificates  shall  be  invalid,   illegal  or
unenforceable,  the  validity,  legality  and  enforceability  of the  remaining
provisions shall not in any way be affected or impaired thereby.

     Section  10.04.  Governing  Law.  THIS TRUST  AGREEMENT  AND THE RIGHTS AND
OBLIGATIONS  OF EACH OF THE  SECURITYHOLDERS,  THE TRUST AND THE  TRUSTEES  WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST  SECURITIES  SHALL BE CONSTRUED IN
ACCORDANCE  WITH AND  GOVERNED  BY THE LAWS OF THE  STATE OF  DELAWARE,  WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES.

     Section  10.05.  Payments Due on  Non-Business  Day.  Except as provided in
Section 4.01(a) hereof,  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 therein,  with the same force and effect as though
made on the date  fixed for such  payment),  and no  interest  shall  accumulate
thereon for the period after such date to the date of payment on such succeeding
day.

     Section  10.06.  Successors  and  Assigns.  This Trust  Agreement  shall be
binding  upon and shall  inure to the benefit of any  successor  to the Trust or
successor  Trustee or both,  including any successor by operation of law. Except
in connection with a consolidation,  merger or sale involving the Depositor that
is permitted under Article V of the Indenture and pursuant to which the assignee
agrees  in  writing  to  perform  the  Depositor's  obligations  hereunder,  the
Depositor shall not assign its obligations hereunder.

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

     Section 10.08. Reports,  Notices and Demands. Any report, notice, demand or
other  communication  which by any provision of this Trust Agreement is required
or  permitted  to be  given  or  served  to or upon  any  Securityholder  or the
Depositor  may be given or served in  writing by  deposit  thereof,  first-class
postage   prepaid  in  the  United  States  mail,  hand  delivery  or  facsimile
transmission,  in  each  case,  addressed,  (a) in the  case  of a  Holder  of a
Preferred   Security,   to  such  Holder  of  a   Preferred   Security  as  such
Securityholder's name and address may appear on the Securities Register; and (b)

<PAGE>
in the case of the  Holder  of a Common  Security  or the  Depositor,  to Public
Service Enterprise Group Incorporated,  80 Park Plaza, Newark, New Jersey 07101,
Attention:  Treasurer,  facsimile no.: (973)  596-6309.  Such notice,  demand or
other communication to or upon a Securityholder or the Depositor shall be deemed
to have been sufficiently  given or made, for all purposes,  upon hand delivery,
mailing or transmission.

     Any notice,  demand or other  communication  which by any provision of this
Trust  Agreement  is required or  permitted to be given or served to or upon the
Trust,  the Property  Trustee or the  Administrative  Trustee  shall be given in
writing  addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to First Union National Bank, 765 Broad
Street,  Newark, New Jersey 07101,  Attention:  Corporate Trust Office; (b) with
respect  to the  Delaware  Trustee,  to One  Rodney  Square,  920  King  Street,
Wilmington,  Delaware 19801 Attention:  Corporate Trust Department; and (c) with
respect to the Administrative  Trustee,  to the address above for notices to the
Depositor, marked "Attention: Administrative Trustee of Enterprise Capital Trust
II c/o Treasurer."  Such notice,  demand or other  communication  to or upon the
Trus, the Delaware  Trustee or the Property Trustee shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Trust,
the Delaware Trustee or the Property Trustee.

     Section  10.09.  Agreement  Not to  Petition.  Each of the Trustees and the
Depositor agree for the benefit of the Securityholders  that, until at least one
year and one day after the Trust has been  terminated in accordance with Article
VIII,  they shall not file,  or join in the filing  of, a petition  against  the
Trust under any  Bankruptcy  Laws or otherwise join in the  commencement  of any
proceeding  against  the  Trust  under  any  Bankruptcy  Law.  In the  event the
Depositor  or any of the  Trustees  takes  action in  violation  of this Section
10.09, the Property Trustee agrees, for the benefit of Securityholders,  that at
the expense of the Depositor,  it shall file an answer with the bankruptcy court
or otherwise  properly  contest the filing of such  petition by the Depositor or
any of the Trustees,  as applicable,  against the Trust or the  commencement  of
such action and raise the defense that the Depositor or Trustee,  as applicable,
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 Property
Trustee or the Trust may assert.  The  provisions  of this  Section  10.09 shall
survive the termination of this Trust Agreement.

Section 10.10.  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.
<PAGE>
     (b) The Property  Trustee  shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

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

     (d) The  application  of the Trust  Indenture  Act to this Trust  Agreement
shall  not  affect  the  nature  of the 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 ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL  INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST  AGREEMENT AND
AGREEMENT TO THE  SUBORDINATION  PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE  INDENTURE,   AND  SHALL  CONSTITUTE  THE  AGREEMENT  OF  THE  TRUST,   SUCH
SECURITYHOLDER  AND SUCH  OTHERS  THAT THE TERMS AND  PROVISIONS  OF THIS  TRUST
AGREEMENT  SHALL BE BINDING,  OPERATIVE  AND  EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS.


PUBLIC SERVICE ENTERPRISE           FIRST UNION NATIONAL BANK, as
GROUP INCORPORATED, as Depositor    Property Trustee

By: MORTON A. PLAWNER               By: FRANK GALLAGHER
    -----------------                   --------------- 
Name:    Morton A. Plawner          Name:  Frank Gallagher
Title:   Treasurer                  Title: Vice President


Fred F. Saunders,                   FIRST UNION BANK OF DELAWARE,
as Administrative Trustee           as Delaware Trustee

FRED F. SAUNDERS                    By: FRANK GALLAGHER
----------------                        ---------------
                                    Name:  Frank Gallagher
                                    Title: Vice President