Exhibit  10.3
-------------





                      AMENDED AND RESTATED TRUST AGREEMENT

                              SEMCO CAPITAL TRUST I
                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                                      AMONG

                        SEMCO ENERGY, INC., AS DEPOSITOR,
        BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, AS PROPERTY TRUSTEE
                  BANK ONE DELAWARE, INC., AS DELAWARE TRUSTEE

                                       AND

                   SEBASTIAN COPPOLA AND EDRIC R. MASON, JR.,
                           AS ADMINISTRATIVE TRUSTEES

                                   DATED AS OF

                                 APRIL 19, 2000

<PAGE>
<TABLE>
<CAPTION>

                               TABLE  OF  CONTENTS



                                                                                PAGE
                                                                                ----
<S>                  <C>                                                         <C>
ARTICLE I            Defined Terms                                                2
  Section 1.01       Definitions                                                  2

ARTICLE II           Establishment of the Trust                                   8
  Section 2.01       Name                                                         8
  Section 2.02       Offices of the Trustees; Principal Place of Business         8
  Section 2.03       Initial Contribution of Trust Property; Organizational
                     Expenses                                                     8
  Section 2.04       Issuance of the Trust Preferred Securities                   8
  Section 2.05       Subscription and Purchase of Subordinated Debentures;
                     Issuance of the Trust Common Securities                      8
  Section 2.06       Declaration of Trust.                                        8
  Section 2.07       Authorization to Enter into Certain Transactions.            9
  Section 2.08       Assets of Trust.                                            12
  Section 2.09       Title to Trust Property.                                    12
  Section 2.10       Mergers and Consolidations of the Trust

ARTICLE III          Payment Account                                             13
  Section 3.01       Payment Account.                                            13

ARTICLE IV           Distributions; Redemption                                   14
  Section 4.01       Distributions                                               14
  Section 4.02       Redemption.                                                 14
  Section 4.03       Subordination of Trust Common Securities.                   16
  Section 4.04       Payment Procedures.                                         16
  Section 4.05       Tax Returns and Reports.                                    16

ARTICLE V            Trust Securities Certificates                               17
  Section 5.01       Initial Ownership                                           17
  Section 5.02       The Trust Securities Certificates.                          17
  Section 5.03       Authentication of Trust Securities Certificates             17
  Section 5.04       Registration of Transfer and Exchange of Preferred
                     Securities Certificates                                     17
  Section 5.05       Mutilated, Destroyed, Lost or Stolen Trust Securities
                     Certificates                                                18
  Section 5.06       Persons Deemed Securityholders.                             18
  Section 5.07       Access to List of Securityholders' Names and Addresses      18
  Section 5.08       Maintenance of Office or Agency                             19
  Section 5.09       Appointment of Paying Agent                                 19
  Section 5.10       Ownership of Trust Common Securities by Depositor           19
  Section 5.11       Book-Entry Trust Preferred Securities Certificates; Common
                     Securities Certificate                                      19
  Section 5.12       Notices to Clearing Agency                                  20
  Section 5.13       Definitive Trust Preferred Securities Certificates.         20
  Section 5.14       Rights of Securityholders.                                  20

ARTICLE VI           Acts of Securityholders; Meetings; Voting.                  22
  Section 6.01       Limitations on Voting Rights.                               22
  Section 6.02       Notice of Meetings.                                         22
  Section 6.03       Meetings of Trust Preferred Securityholders.                22
  Section 6.04       Voting Rights.                                              23

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
<S>                  <C>                                                         <C>
  Section 6.05       Proxies, etc                                                23
  Section 6.06       Securityholder Action by Written Consent.                   23
  Section 6.07       Record Date for Voting and Other Purposes                   23
  Section 6.08       Acts of Securityholders.                                    23
  Section 6.09       Inspection of Records                                       24

ARTICLE VII          Representations and Warranties of the Property Trustee
                     and Delaware Trustee.                                       24
  Section 7.01       Representations and Warranties of the Property Trustee
                     and Delaware Trustee.                                       24
  Section 7.02       Representations and Warranties of Depositor                 25

ARTICLE VIII         The Trustees                                                26
  Section 8.01       Certain Duties and Responsibilities.                        26
  Section 8.02       Notice of Defaults.                                         26
  Section 8.03       Certain Rights of Property Trustee                          26
  Section 8.04       Not Responsible for Recitals or Issuance of Securities      27
  Section 8.05       Trustee May Hold Securities                                 27
  Section 8.06       Compensation; Fees; Indemnity                               27
  Section 8.07       Trustees Required; Eligibility.                             28
  Section 8.08       Conflicting Interests                                       28
  Section 8.09       Co-Property Trustees and Separate Trustee                   28
  Section 8.10       Resignation and Removal; Appointment of Successor           29
  Section 8.11       Acceptance of Appointment by Successor.                     30
  Section 8.12       Merger, Conversion, Consolidation or Succession
                     to Business                                                 31
  Section 8.13       Preferential Collection of Claims Against Depositor
                     or Trust                                                    31
  Section 8.14       Reports by Property Trustee                                 32
  Section 8.15       Reports to the Property Trustee                             32
  Section 8.16       Evidence of Compliance with Conditions Precedent.           32
  Section 8.17       Number of Trustees.                                         32
  Section 8.18       Delegation of Power                                         32
  Section 8.19       Enforcement of Rights of Property Trustee by
                     Securityholders                                             32

ARTICLE IX           Termination and Liquidation                                 34
  Section 9.01       Termination Upon Expiration Date                            34
  Section 9.02       Early Termination                                           34
  Section 9.03       Termination                                                 34
  Section 9.04       Liquidation                                                 34
  Section 9.05       Bankruptcy.                                                 35

ARTICLE X            Miscellaneous Provisions.                                   35
  Section 10.01      Guarantee by the Depositor                                  35
  Section 10.02      Limitation of Rights of Securityholders                     36
  Section 10.03      Amendment                                                   36
  Section 10.04      Separability                                                36
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
<S>                  <C>                                                         <C>
  Section 10.05      Governing Law.                                              36
  Section 10.06      Notice of Deferral of Distribution                          37
  Section 10.07      Headings.                                                   37
  Section 10.08      Notice and Demand                                           37
  Section 10.09      Agreement Not to Petition.                                  37
  Section 10.10      Conflict with Trust Indenture Act.                          38
  Section 10.11      Successors.                                                 38

EXHIBIT A - Certificate of Trust
EXHIBIT B - Form of Expense Agreement
EXHIBIT C - Form of Trust Common Securities Certificate
EXHIBIT D - Form of Trust Preferred Securities Certificate
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                              SEMCO CAPITAL TRUST I

              CERTAIN SECTIONS OF THIS TRUST AGREEMENT RELATING TO
                         SECTIONS 310 THROUGH 318 OF THE
                          TRUST INDENTURE ACT OF 1939:


TRUST INDENTURE ACT               TRUST AGREEMENT
SECTION                           SECTION
---------------------             ----------------
<S>                               <C>
Section 310(a)(1)                 8.07
  (a)(2)                          8.07
  (a)(3)                          8.09
  (a)(4)                          Not Applicable
  (b)                             8.08
Section 311(a)                    8.13
  (b)                             8.13
Section 312(a)                    5.07
  (b)                             5.07
  (c)                             5.07
Section 313(a)                    8.14
  (a)(4)                          8.14(b)
  (b)                             8.14(b)
  (c)                             8.14(c)
  (d)                             8.14(b), 8.14(c)
Section 3.14(a)                   8.15
  (b)                             Not Applicable
  (c)(1)                          8.15, 8.16
  (c)(2)                          8.16
  (c)(3)                          8.16
  (d)                             Not Applicable
  (e)                             8.16
Section 315(a)                    8.01
  (b)                             8.02
  (c)                             8.01(a)
  (d)                             8.01, 8.03
  (e)                             Not Applicable
Section 316(a)                    8.19
  (a)(1)(A)                       8.19
  (a)(1)(B)                       8.19
  (a)(2)                          Not Applicable
  (b)                             Not Applicable
  (c)                             6.07
Section 317(a)(1)                 8.01(c)
  (a)(2)                          8.01(c)
  (b)                             5.09
Section 318(a)                    10.10

<FN>
     Note:  This  Cross-Reference  Table  does  not constitute part of the Trust
Agreement  and  shall  not  affect  the  interpretation  of any of its terms and
provisions.
</TABLE>
<PAGE>
                      AMENDED AND RESTATED TRUST AGREEMENT

     THIS  AMENDED  AND RESTATED TRUST AGREEMENT is made as of April 19, 2000 by
and among (i) SEMCO Energy, Inc., a Michigan corporation (the "Depositor" or the
"Corporation"),  (ii)  Bank  One Trust Company, National Association, a national
banking  association,  as  trustee  (the "Property Trustee" and, in its separate
corporate  capacity  and  not  in its capacity as Property Trustee, the "Bank"),
(iii)  Bank  One  Delaware, Inc., a corporation duly organized under the laws of
the  State  of  Delaware, as Delaware trustee (the "Delaware Trustee" and in its
separate  corporate  and  not in its capacity as Delaware Trustee, the "Delaware
Corporation"),  (iv)  Sebastian Coppola, an individual, and Edric R. Mason, Jr.,
an  individual, as administrative trustees (each an "Administrative Trustee" and
together  the  "Administrative  Trustees")  (the  Property Trustee, the Delaware
Trustee  and  the  Administrative  Trustees  referred  to  collectively  as  the
"Trustees")  and  (v)  the  several  Holders,  as  hereinafter  defined.

                                   WITNESSETH:

     WHEREAS,  the  Depositor  and  certain of the Trustees have heretofore duly
declared  and  established  a  business  trust pursuant to the Delaware Business
Trust  Act  by the execution and filing with the Secretary of State of the State
of  Delaware  of  the  Certificate  of  Trust,  dated  November  23,  1999  (the
"Certificate  of  Trust") and by the entering into that certain Trust Agreement,
dated  as  of  November  23,  1999  (the  "Original  Trust  Agreement"),  and

     WHEREAS,  the parties hereto desire to amend and restate the Original Trust
Agreement  in  its  entirety  as  set  forth  herein to provide for, among other
things,  (i)  the  addition  of  the  Bank,  as  trustee  of the Trust, (ii) the
acquisition  by  the  Trust  from  the  Depositor of all of the right, title and
interest in certain subordinated debentures of the Depositor, (iii) the issuance
of  the  Trust  Common  Securities  by  the Trust to the Depositor, and (iv) the
issuance and sale of the Trust Preferred Securities by the Trust pursuant to the
Underwriting  Agreement.

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

                                        1
<PAGE>
                                    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) the terms defined in this Article have the meanings assigned to them in
this  Article  and  include  the  plural  as  well  as  the  singular;

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

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

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

     "Act"  has  the  meaning  specified  in  Section  6.08.

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

     "Administrative  Trustee"  means  each  of the individuals identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in their
capacities  as  Administrative  Trustees  of  the  Trust  formed  and  continued
hereunder  and except as specifically provided to the contrary herein and not in
their  individual capacities, or such trustee's successor(s) in interest in such
capacity,  or  any  successor  "Administrative  Trustee"  appointed  as  herein
provided.

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

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

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

     (i)  the  entry  by  a  court  having jurisdiction in the premises of (A) a
decree  or  order for relief in respect of such Person in an involuntary case or
proceeding  under  any  applicable  federal  or  state  bankruptcy,  insolvency,
reorganization  or  other  similar  law  or (B) a decree or order adjudging such
Person  a  bankrupt  or  insolvent,  or  approving  as properly filed a petition
seeking  reorganization, arrangement, adjustment or composition of or in respect
of  such  Person  under  any  applicable  federal  or state law, or appointing a
custodian,  receiver,  liquidator,  assignee,  trustee,  sequestrator  or  other
similar  official  of such Person or of any substantial part of its property, or
ordering  the  winding  up or liquidation of its affairs, and the continuance of
any  such  decree or order for relief or any such other decree or order unstayed
and  in  effect  for  a  period  of  90  consecutive  days;  or

     (ii)  the  commencement  by  such  Person of a voluntary case or proceeding
under  any applicable federal or state bankruptcy, insolvency, reorganization or
other  similar  law  or  of  any  other  case  or proceeding to be adjudicated a
bankrupt  or  insolvent,  or the consent by it to the entry of a decree or order
for  relief in respect of such Person in an involuntary case or proceeding under
any  applicable federal or state bankruptcy, insolvency, reorganization or other
similar  law  or  to  the  commencement  of any bankruptcy or insolvency case or
proceeding  against  it,  or the filing by it of a petition or answer or consent
seeking  reorganization  or relief under any applicable federal or state law, or
the  consent  by  it  to the filing of such petition or to the appointment of or
taking  possession  by  a  custodian,  receiver,  liquidator, assignee, trustee,
sequestrator  or other similar official of the Corporation or of any substantial
part  of  its  property, or the making by it of an assignment for the benefit of
creditors,  or  the admission by it in writing of its inability to pay its debts
generally  as  they  become  due, or the authorization of any such action by the
board  of  directors  of  such  Person.

                                        2
<PAGE>
     "Bankruptcy  Laws"  has  the  meaning  specified  in  Section  10.09.

     "Beneficiaries"  has  the  meaning  specified  in  Section  10.01.

     "Board  Resolution"  means  a resolution or a copy thereof 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 duly authorized committee thereof and
to  be in full force and effect on the date of such certification, and delivered
to  the  Trustees.

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

     "Business  Day"  means  a day other than (i) a Saturday or a Sunday, (ii) a
day  on  which banks in New York, New York are authorized or obligated by law or
executive  order  to  remain  closed or (iii) a day on which the Corporate Trust
Office or the Indenture Trustee's principal corporate trust office is closed for
business.

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

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution  or  other  Person  for  which  from  time to time a Clearing Agency
effects  book-entry  transfers  and  pledges  of  securities  deposited with the
Clearing  Agency  pursuant  to the rules of such Clearing Agency or an agreement
between  the  Clearing  Agency  and  such  Person  in  the  customary  form.

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

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

     "Corporate  Trust  Office" means the office of the Property Trustee located
in  Detroit, Michigan at which its corporate trust business shall be principally
administered.

     "Corporation"  means  SEMCO  Energy,  Inc.,  its  successors  and  assigns.

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

     "Debenture  Indenture  Redemption Date" means "Redemption Date", as defined
in  the  Subordinated  Debenture  Indenture.

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

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

                                        3
<PAGE>
     "Delaware  Corporation"  means  Bank  One  Delaware,  Inc.  in its separate
corporate  capacity.

     "Delaware  Trustee"  means  the  corporation  identified  as  the "Delaware
Trustee"  and  has the meaning specified in the preamble to this Trust Agreement
solely  in  its  capacity  as Delaware Trustee of the Trust formed and continued
hereunder and except as specifically provided to the contrary herein, not in its
individual  capacity,  or  its  successor  in  interest in such capacity, or any
successor  Delaware  Trustee  appointed  as  herein  provided.

     "Depositor"  means SEMCO Energy, Inc., in its capacity as "Depositor" under
this  Trust  Agreement,  its  successors  and  assigns.

     "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.

     "Early  Termination  Event"  has  the  meaning  specified  in Section 9.02.

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

     (i)  the  occurrence  of  a  Debenture  Indenture  Event  of  Default;  or

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

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

     (iv) default in the performance, or breach, of any covenant or  warranty of
the  Trustees  in  this  Trust  Agreement  (other  than a covenant or warranty a
default  in  whose  performance  or breach is dealt with in clause (ii) or (iii)
above)  and continuation of such default or breach for a period of 60 days after
there  has  been  given, by registered or certified mail, to the Trustees by the
Holders of at least 25% in Liquidation Amount of the Outstanding Trust Preferred
Securities  a  written notice specifying such default or breach and requiring it
to  be remedied and stating that such notice is a "Notice of Default" hereunder;
or

     (v)  the  occurrence  of  a  Bankruptcy  Event  with  respect to the Trust.

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

     "Expiration  Date"  has  the  meaning  specified  in  Section  9.01.

     "Exchange  Act"  means the Securities Exchange Act of 1934, as amended from
time  to  time, or any successor legislation, with a similar purpose and effect.

     "Extension  Period"  has  the  meaning  specified  in  Section  4.01(b).

     "Indenture  Trustee"  means  the  trustee  under the Subordinated Debenture
Indenture.

     "Investment  Company  Act"  means  the  Investment  Company Act of 1940, as
amended  from  time  to  time,  or  any  successor  legislation.

     "Issue  Date"  means  the date of the original issuance and delivery of the
Trust  Securities  by  the  Administrative  Trustees.

                                        4
<PAGE>
     "Legal  Action"  has  the  meaning  specified  in  Section  2.07(A)(iv).

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

     "Like  Amount" means (i) Trust Securities having a Liquidation Amount equal
to  the  principal  amount  of  Subordinated  Debentures to be contemporaneously
redeemed  in  accordance  with  the  Subordinated  Debenture  Indenture  and the
proceeds  of  which  will  be  used  to  pay  the Redemption Price of such Trust
Securities  and  (ii) Subordinated Debentures having a principal amount equal to
the  Liquidation  Amount  of  the  Trust  Securities  of the Holder to whom such
Subordinated  Debentures  are  distributed.

     "Liquidation  Amount"  means  the  stated amount of $25 per Trust Security.

     "Liquidation  Date"  means the date on which Subordinated Debentures are to
be  distributed  to Holders of Trust Securities in connection with a liquidation
of  the  Trust  pursuant  to  Section  9.04.

     "Liquidation  Distribution"  has  the  meaning  specified  in Section 9.05.

     "Obligations"  has  the  meaning  specified  in  Section  10.01.

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

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

     (b)  a  brief  statement  as  to the nature and scope of the examination or
investigation  upon  which the statements or opinions contained in the Officers'
Certificate  are  based;

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

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

     "OID"  means  "original  issue  discount" as that term or any substantially
similar  subsequent  term  is  defined  in the Internal Revenue Code of 1986, as
amended.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for  the  Trust, the Trustees or the Depositor, but not an employee of the Trust
or the Trustees, and who shall be reasonably acceptable to the Property Trustee.
Any  Opinion  of  Counsel  pertaining  to federal income tax matters may rely on
published  rulings  of  the  Internal  Revenue  Service.

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

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

     (i)  Trust Preferred Securities theretofore canceled by the  Administrative
Trustees  or  delivered  to  the  Administrative  Trustees  for  cancellation;

                                        5
<PAGE>
     (ii)  Trust  Preferred  Securities for whose payment or redemption money in
the necessary amount has been theretofore deposited with the Property Trustee or
any  Paying  Agent  for the Holders of such Trust Preferred Securities; provided
that  if  such  Trust  Preferred  Securities  are to be redeemed, notice of such
redemption  has  been  duly  given pursuant to this Trust Agreement or provision
therefor  satisfactory  to  the  Property  Trustee  has  been  made;  and

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

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

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

     "Payment  Account"  means a segregated non-interest-bearing corporate trust
account  established  pursuant  to  Section  3.01 and maintained by the Property
Trustee  for  the  benefit  of  the Securityholders in which all amounts paid in
respect  of the Subordinated Debentures will be held and from which the Property
Trustee  shall  make  payments to the Securityholders in accordance with Section
4.01.

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

     "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 formed and continued hereunder and
except  as  specifically  provided  to the contrary herein not in its individual
capacity,  or  its  successor  in  interest  in  such capacity, or any successor
"Property  Trustee"  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  Indenture Redemption Date shall be a Redemption
Date  for  a  Like  Amount  of  Trust  Securities.

     "Redemption  Price" means, with respect to any date fixed for redemption of
any  Trust Security, the Liquidation Amount of such Trust Security, plus accrued
and  unpaid  Distributions  to  such  date.

     "Relevant  Trustee"  has  the  meaning  specified  in  Section  8.10.

     "Securities  Act" means the Securities Act of 1933, as amended from time to
time,  or  any  successor  legislation  with  a  similar  purpose  and  effect.

     "Security Register" and "Security Registrar" are described in Section 5.04.

                                        6
<PAGE>
     "Securityholder"  or "Holder" means a Person in whose name a Trust Security
is  or  Securities are registered in the Security Register; any such Person is a
beneficial  owner  within  the  meaning  of  the  Delaware  Business  Trust Act.

     "Subordinated  Debentures" means the $41,237,125 aggregate principal amount
of  the Depositor's Series 10 % Subordinated Debentures due June 30, 2040 issued
pursuant  to  the  Subordinated  Debenture  Indenture.

     "Subordinated  Debenture  Indenture"  means  the  Subordinated  Debenture
Indenture,  dated  as of April 19, 2000, between the Depositor and the Indenture
Trustee,  as  supplemented  by  the  Supplemental  Indenture.

     "Successor  Securities"  has  the  meaning  specified  in  Section  2.10.

     "Supplemental  Indenture"  means the Indenture, dated as of April 19, 2000,
by  and  between  the  Depositor  and  the  Indenture Trustee for the purpose of
supplementing  the  Subordinated  Debenture Indenture entered into in connection
with  the  Subordinated  Debentures.

     "Trust"  means  the Delaware business trust 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 an purposes of
this  Amended  and  Restated  Trust Agreement and any modification, amendment or
supplement,  the  provisions  of the Trust Indenture Act that are deemed to be a
part  of  and  govern  this  Amended  and  Restated Trust Agreement and any such
modification,  amendment  or  supplement,  respectively.

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

     "Trust Common Security" means an undivided beneficial ownership interest in
the assets of the Trust having a Liquidation Amount of $25 and having the rights
provided  therefor  in  this  Trust  Agreement,  including  the right to receive
Distributions  and  a  Liquidation  Distribution  as  provided  herein.

     "Trustees"  means  the  Persons identified as "Trustees" in the preamble to
this  Trust Agreement solely in their capacities as Trustees of the Trust formed
hereunder  and  except  as  specifically  provided to the contrary herein not in
their  individual  capacities, or any successor in interest in such capacity, or
any  successor  trustee  appointed  as  herein  provided.

     "Trust  Guarantee"  means  the  Trust  Guarantee  Agreement  executed  and
delivered  by  the Corporation and Bank One Trust Company, National Association,
as  Guarantee Trustee, contemporaneously with the execution and delivery of this
Trust  Agreement,  for  the  benefit  of  the  Holders  of  the  Trust Preferred
Securities,  as  amended  from  time  to  time.

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

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

     "Trust Preferred Security" means an undivided beneficial ownership interest
in  the assets of the Trust having a Liquidation Amount of $25 and having rights
provided  therefor  in  this  Trust  Agreement,  including  the right to receive
Distributions  and  a  Liquidation  Distribution  as  provided  herein.

     "Trust  Property"  means  (i) the Subordinated Debentures, (ii) any cash on
deposit in, or amounts owing to, the Payment Account, and (iii) 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 this
Trust  Agreement.

                                        7
<PAGE>
     "Trust Securities Certificate" means any one of the Trust Common Securities
Certificates  or  the  Trust  Preferred  Securities  Certificates.

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

     "Underwriting  Agreement"  means  the  Underwriting  Agreement, dated as of
April  12,  2000  among  the  Trust,  the  Depositor  and the underwriters named
therein.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

     Section  2.01  Name.  The  Trust  continued hereby shall be known as "SEMCO
Capital  Trust  I"  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.  The Administrative Trustees may change the name of the
Trust  from  time  to  time  following  written  notice  to  the  Holders.

     Section  2.02  Offices  of  the  Trustees; Principal Place of Business. The
address of the Property Trustee is Bank One Trust Company, National Association,
Corporate  Trust  Administration,  11th Floor - Suite 8110, 611 Woodward Avenue,
Detroit,  Michigan  48226,  or at such other address as the Property Trustee may
designate  by  written  notice  to  the  Securityholders  and the Depositor. The
principal  place of business of the Delaware Trustee is Bank One Delaware, Inc.,
3  Christina  Centre,  201 N. Walnut St., Wilmington, Delaware 19801, Attention:
Legal  Department  /  First  USA,  or  at  such other address in Delaware as the
Delaware  Trustee  may  designate by notice to the Depositor. The address of the
Administrative  Trustees  is  c/o SEMCO Energy, Inc., 405 Water Street, P.O. Box
5026,  Port  Huron,  Michigan  48061-5026,  Attention:  Edric  R. Mason, Jr. The
principal  place  of  business of the Trust is c/o SEMCO Energy, Inc., 405 Water
Street, P.O. Box 5026, Port Huron, Michigan 48061-5026. The Depositor may change
the  principal  place  of  business  of  the  Trust at any time by giving notice
thereof  to  the  Trustees.

     Section  2.03  Initial  Contribution  of  Trust  Property;  Organizational
Expenses. The Trustees acknowledge receipt from the Depositor in connection with
the  Original  Trust  Agreement of the sum of $10, which constituted the initial
Trust  Property. The Depositor shall pay organizational expenses of the Trust as
they  arise  or  shall,  upon  request  of  the Trustees, promptly reimburse the
Trustees for any such expenses paid by the Trustees. The Depositor shall make no
claim  upon  the  Trust  Property  for  the  payment  of  such  expenses.

     Section  2.04 Issuance of the Trust Preferred Securities. Contemporaneously
with  the  execution  and  delivery  of this Trust Agreement, the Administrative
Trustees,  on behalf of the Trust, shall execute and deliver to the underwriters
named  in  the  Underwriting  Agreement Trust Preferred Securities Certificates,
registered  in  the  name  of  the nominee of the initial Clearing Agency, in an
aggregate  amount  of Trust Preferred Securities having an aggregate Liquidation
Amount  of $40,000,000 (the "Trust Preferred Securities") against receipt of the
aggregate purchase price of such Trust Preferred Securities of $40,000,000 which
amount  the  Administrative  Trustees  shall  promptly  deliver  to the Property
Trustee.

     Section 2.05 Subscription and Purchase of Subordinated Debentures; Issuance
of  the  Trust  Common  Securities.  Contemporaneously  with  the  execution and
delivery  of this Trust Agreement, the Administrative Trustees, on behalf of the
Trust,  shall  execute  and  deliver  to  the  Depositor Trust Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
Trust  Common  Securities  having  an aggregate Liquidation Amount of $1,237,125
against  payment  by  the Depositor of such amount. Contemporaneously therewith,
the  Administrative  Trustees,  on  behalf  of the Trust, shall subscribe to and
purchase  from  the Depositor Subordinated Debentures, registered in the name of
the  Property  Trustee,  on  behalf  of the Trust and the Holders, and having an
aggregate  principal  amount  equal  to  $41,237,125 and, in satisfaction of the
purchase price for such Subordinated Debentures, the Property Trustee, on behalf
of  the  Trust,  shall  deliver  to  the  Depositor  the  sum  of  $41,237,125.

     Section  2.06 Declaration of Trust. The exclusive purposes and functions of
the  Trust  are  (i)  to  issue  and  sell the Trust Securities, (ii) to use the
proceeds  from  such  sale  to acquire the Subordinated Debentures, and (iii) to
engage  in  only  those  other  activities necessary, appropriate, convenient or
incidental thereto. The Depositor hereby appoints each of the Bank, the Delaware
Trustee,  Sebastian  Coppola, and Edric R. Mason, Jr., as trustees of the Trust,
to  have  all  the rights, powers and duties to the extent set forth herein. The
Property  Trustee  hereby declares that it will hold the Trust Property upon and
subject  to  the conditions set forth herein subject to the conditions set forth
herein  for the benefit of the Trust and the Securityholders. The Trustees shall
have  all  rights,  powers  and  duties  set forth herein and in accordance with
applicable  law  with respect to accomplishing the purposes of the Trust. Except
as  may  be required under the Delaware Business Trust Act, the Delaware Trustee
shall  not  be  entitled  to exercise any powers, nor shall the Delaware Trustee
have  any  of  the  duties  and  responsibilities of any other Trustee set forth
herein.  The  Delaware  Trustee  shall  be  one of the Trustees for the sole and
limited  purpose  of  fulfilling  the  requirements  of  Section  3807(a) of the
Delaware  Business  Trust  Act.  The  Delaware  Trustee  and  the Administrative
Trustees,  as  the  trustees  under the Original Trust Agreement, have filed the
Certificate  of  Trust of the Trust with the office of the Secretary of State of
the State of Delaware, a copy of which is attached hereto as Exhibit A, and such
filing  is  hereby  confirmed  and  ratified.

                                        8
<PAGE>
     Section 2.07 Authorization to Enter into Certain Transactions. The Trustees
shall  conduct  the  affairs  of  the Trust in accordance with the terms of this
Trust  Agreement.  Subject to the limitations set forth in paragraph (C) of this
Section,  and  in  accordance  with  the  following  paragraphs (A) and (B), 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  (in  the case of the Property Trustee) or implied, otherwise granted to
the  Trustees under this Trust Agreement, and to perform all acts in furtherance
thereof,  including  without  limitation,  the  following:

     (A)  As  among  the Trustees, the Administrative Trustees, acting singly or
jointly,  shall have the exclusive power, duty and authority to act on behalf of
the  Trust  with  respect  to  the  following  matters:

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

     (ii)  to  deliver to the Depositor and the Property Trustee prompt  written
notice  of  the  occurrence of any Special Event (as defined in the Supplemental
Indenture) and to take any ministerial actions in connection therewith; provided
that  the  Administrative  Trustees  shall  consult  with  the Depositor and the
Property  Trustee  before taking or refraining to take any ministerial action in
relation  to  a  Special  Event;

     (iii)  to  establish  a record date with respect to all actions to be taken
hereunder  that require a record date be established, including for the purposes
of  Section 316(c) of the Trust Indenture Act and with respect to Distributions,
voting  rights,  redemptions,  and  exchanges,  and to issue relevant notices to
Holders  of the Trust Securities as to such actions and applicable record dates;

     (iv)  to  bring  or  defend, pay, collect, compromise, arbitrate, resort to
legal  action,  or  otherwise  adjust  claims or demands of or against the Trust
("Legal  Action"),  unless  pursuant to Section 2.07(B)(v), the Property Trustee
has  the  power  to  bring  such  Legal  Action;

     (v)  to  employ  or  otherwise  engage  employees  and  agents  (who may be
designated  as  officers  with  titles) and managers, contractors, advisors, and
consultants  and  pay  reasonable  compensation  for  such  services;

     (vi)  to  cause  the Trust to comply with the Trust's obligations under the
Trust  Indenture  Act;

     (vii)  to  give the certificate to the Property Trustee required by Section
314(a)(4)  of  the Trust Indenture Act, which certificate may be executed by any
Administrative  Trustee;

     (viii)  to  take  all actions and perform such duties as may be required of
the  Administrative  Trustees  pursuant  to  the  terms of this Trust Agreement;

                                        9
<PAGE>
     (ix)  to  take  all  action  that  may  be necessary or appropriate for the
preservation  and  the  continuation  of  the  Trust's  valid existence, rights,
franchises  and  privileges  as a statutory business trust under the laws of the
State  of  Delaware  and  of  each other jurisdiction in which such existence is
necessary  to  protect  the  limited  liability  of  the  Holders  of  the Trust
Securities or to enable the Trust to effect the purposes for which the Trust has
been  created;

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

     (xi)  to  issue  and  sell  the  Trust  Securities;

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

     (xiii)  to  assist  in  the  registration of the Trust Preferred Securities
under  the  Securities  Act and under state securities or blue sky laws, and the
qualification  of  the  Trust  Agreement  as  a  trust indenture under the Trust
Indenture  Act;

     (xiv)  to  assist in the listing of the Trust Preferred Securities upon the
New  York  Stock  Exchange and such securities exchange or exchanges as shall be
determined  by  the  Depositor  and,  if required, the registration of the Trust
Preferred  Securities  under the Exchange Act, and the preparation and filing of
all  periodic  and  other reports and other documents pursuant to the foregoing;

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

     (xvi)  to  appoint a Paying Agent (subject to Section 5.09), authenticating
agent  and  Security  Registrar  in  accordance  with  this  Trust  Agreement;

     (xvii)  to  register  transfers of the Trust Securities in accordance  with
this  Trust  Agreement;

     (xviii)  to  assist  in the winding up of the affairs of and termination of
the  Trust  as  provided  in  this  Trust  Agreement;  and

     (xix)  to take any action incidental to the foregoing as the Administrative
Trustees  may  from time to time determine is necessary, appropriate, convenient
or  advisable  to 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).

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

     (i)  engage  in  such  ministerial  activities  as  shall  be  necessary or
appropriate  to  effect  promptly  the redemption of the Trust Securities to the
extent  the  Subordinated  Debentures  are  redeemed  or  mature;

     (ii)  upon notice of distribution issued by the Administrative  Trustees in
accordance  with  the  terms of this Trust Agreement, engage in such ministerial
activities  as  shall  be  necessary  or  appropriate  to  effect  promptly  the
distribution  pursuant  to  the  terms  of  this Trust Agreement of Subordinated
Debentures  to  Holders  of  Trust  Securities;

     (iii)  subject  to the terms hereof, exercise all of the rights, powers and
privileges  of  a  holder  of the Subordinated Debentures under the Subordinated
Debenture  Indenture  and,  if  an  Event  of  Default occurs and is continuing,
enforce  for  the  benefit  of, and subject to the rights of, the Holders of the
Trust  Securities, its rights as holder of the Subordinated Debentures under the
Subordinated  Debenture  Indenture;

     (iv)  take  all  actions  and  perform  such  duties as may be specifically
required  of the Property Trustee pursuant to the terms of this Trust Agreement;

                                        10
<PAGE>
     (v)  take  any  Legal  Action  which arises out of or in connection with an
Event  of  Default  or  the Property Trustee's duties and obligations under this
Trust  Agreement,  the  Delaware  Business Trust Act or the Trust Indenture Act;

     (vi)  the  establishment  and  maintenance  of  the  Payment  Account;

     (vii)  the  receipt  of  and  holding  of  legal  title to the Subordinated
Debentures  as  described  herein;

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

     (ix)  the  distribution of amounts received in the Payment Account and owed
to  the  Securityholders  in  respect  of  the  Trust  Securities;

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

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

     (xii)  the  winding  up  of the affairs of and termination of the Trust  as
provided  in  this Trust Agreement, and the preparation, execution and filing of
the  certificate  of  cancellation  with  the Secretary of State of the State of
Delaware;  and

     (xiii) the taking of any action incidental to the foregoing as the Property
Trustee may from time to time determine is necessary, appropriate, convenient or
advisable  to  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).

     (C)  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,
activity  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 investments or engage in any activities not authorized by this Trust
Agreement,  (ii)  sell, assign, transfer, exchange, 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, (v) take or consent to any action that would result in the placement of a
Lien  on  any  of  the  Trust Property, (vi) issue any securities other than the
Trust  Securities,  or  (vii)  have  any power to, or agree to any action by the
Depositor  that  would,  vary  the  investment  (within  the meaning of Treasury
Regulation  Section  301.7701-4(c))  of the Trust or of the Securityholders. The
Trustees shall defend all claims and demands of all Persons at any time claiming
any  Lien  on  any of the Trust Property adverse to the interest of the Trust or
the  Securityholders  in  their  capacity  as  Securityholders.

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

     (i)  to  prepare for filing by the Trust with the Commission a registration
statement  on  Form  S-3  under  the  Securities  Act  in  relation to the Trust
Preferred  Securities,  including  any  amendments  thereto;

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

     (iii)  to  prepare  for  filing  by  the  Trust an application to any other
national  stock  exchange or the New York Stock Exchange for listing upon notice
of  issuance  of  any  Trust  Preferred  Securities;

                                        11
<PAGE>
     (iv)  to prepare for filing by the Trust with the Commission a registration
statement  on  Form  8-A  relating  to  the  registration of the Trust Preferred
Securities  under  Section  12(b)  or  12(g)  of the Exchange Act, including any
amendments  thereto;

     (v)  to negotiate the terms of the Underwriting Agreement providing for the
sale  of  the Trust Preferred Securities and to execute, deliver and perform the
Underwriting  Agreement  on  behalf  of  the  Trust;

     (vi)  to  negotiate  the  terms  of an agreement with the Depository  Trust
Company  relating  to the Trust Preferred Securities and to execute, deliver and
perform  the  agreement  on  behalf  of  the  Trust;  and

     (vii) any other actions necessary, incidental, appropriate or convenient to
carry  out  any  of  the  foregoing  activities.

     (E)  Notwithstanding  anything  herein to the contrary, the  Administrative
Trustees  are authorized and directed to conduct the affairs of the Trust and to
operate  the  Trust  so  that  the Trust will not be deemed to be an "investment
company" required to be registered under the Investment Company Act, or taxed as
other  than a grantor trust for United States federal income tax purposes and so
that  the  Subordinated  Debentures  will  be  treated  as  indebtedness  of the
Depositor for United States federal income tax purposes. In this connection, the
Depositor and the Administrative Trustees are authorized to take any action, not
inconsistent  with  applicable  law,  the  Certificate  of  Trust  or this Trust
Agreement, that each of the Depositor and the Administrative Trustees determines
in  its  discretion  to  be necessary or desirable for such purposes, as long as
such  action  does  not  materially  and  adversely  affect the interests of the
Holders  of  the  Trust  Preferred  Securities.

     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  and the Trust in accordance with this Trust Agreement. The
right, title and interest of the Property Trustee to the Subordinated Debentures
shall  vest  automatically  in  each  Person  who may thereafter be appointed as
Property Trustee in accordance with the terms hereof. Such vesting and cessation
of  title  shall  be  effective  whether or not conveyancing documents have been
executed  and  delivered.

     Section  2.10  Mergers and Consolidations of the Trust. The Trust shall not
consolidate,  amalgamate,  merge  with  or  into,  or be replaced by, or convey,
transfer  or lease its properties and assets substantially as an entirety to any
corporation  or  other  entity,  except as described below. The Trust may at the
request of the Corporation, with the consent of the Administrative Trustees and,
unless  an  Event  of Default shall have occurred and be continuing, without the
consent  of  the  Holders,  the  Property  Trustee  or  the  Delaware  Trustee,
consolidate, amalgamate, merge with or into, or be replaced by a trust organized
as  such  under  the  laws of any state; provided that (i) such successor entity
either (x) expressly assumes all of the obligations of the Trust with respect to
the  Trust  Securities  or  (y)  substitutes  for  the  Trust  Securities  other
securities  having  substantially the same terms as the Trust Securities (herein
referred  to  as the "Successor Securities") so long as the Successor Securities
rank  the  same  as  the  Trust  Securities  rank  in  priority  with respect to
Distributions  and payments upon liquidation, redemption and otherwise, (ii) the
Corporation  expressly  appoints  a  trustee of such successor entity possessing
substantially  the  same powers and duties as the Property Trustee as the holder
of  legal  title  to  the  Subordinated  Debentures,  (iii)  the Trust Preferred
Securities  or  any 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 Trust Preferred Securities are then
listed,  (iv)  such  merger, consolidation, amalgamation or replacement does not
cause  the Trust Preferred Securities (including any Successor Securities) to be
downgraded  by  any  nationally  recognized statistical rating organization, (v)
such  consolidation,  amalgamation,  merger  or  replacement  does not adversely
affect  the  rights,  preferences  and  privileges  of  the Holders of the Trust
Securities  (including  any  Successor Securities) in any material respect, (vi)
such  successor  entity  has  a  purpose  substantially identical to that of the
Trust,  (vii)  prior to such consolidation, amalgamation, merger or replacement,
the  Corporation  and  the  Property Trustee have received an Opinion of Counsel
experienced  in  such  matters  to  the  effect  that  (A)  such  consolidation,
amalgamation,  merger  or  replacement  does  not  adversely  affect the rights,
preferences and privileges of the Holders of the Trust Securities (including any
Successor  Securities)  in  any  material  respect,  and  (B)  following  such
consolidation,  amalgamation,  merger or replacement, neither the Trust nor such
successor entity will be required to register as an investment company under the
Investment  Company  Act,  and  (viii)  the  Corporation  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  Trust  Guarantee.  Notwithstanding  the foregoing, the Trust shall not,
except  with  the  consent of Holders of 100% in Liquidation Amount of the Trust
Securities,  consolidate,  amalgamate, merge with or into, 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 to be classified as
other  than  a  grantor  trust  for  United  States federal income tax purposes.

                                        12
<PAGE>
                                   ARTICLE III

                                 PAYMENT ACCOUNT

     Section  3.01  Payment  Account.

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

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

                                        13
<PAGE>
                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

     Section  4.01  Distributions.

     (a)  Distributions  on  the Trust Securities shall be cumulative and accrue
from  the  Issue  Date and, except in the event that the Depositor exercises its
right  to  extend  the  interest  payment period for the Subordinated Debentures
pursuant  to  Section  104  of  the  Supplemental  Indenture,  shall  be payable
quarterly  in arrears on March 31, June 30, September 30 and December 31 of each
year,  commencing  on  June  30,  2000.  If  any date on which Distributions are
otherwise  payable  on  the  Trust  Securities  is  not a Business Day, then the
payment of such Distribution shall be made on the next succeeding day 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 Distribution shall be made on the immediately preceding
Business  Day,  in  each case, with the same force and effect as if made on such
date  (each  such  date,  a  "Distribution  Date").

     (b)  Distributions payable on the Trust Securities shall be fixed at a rate
of 10  % per annum of the Liquidation Amount of the Trust Securities. The amount
of  Distributions payable for any full quarterly period shall be computed on the
basis of twelve 30-day months and a 360-day year. If the interest payment period
for  the  Subordinated  Debentures  is  extended  pursuant to Section 104 of the
Supplemental Indenture (an "Extension Period"), then 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 percentage rate
per  annum  set  forth  above,  compounded quarterly, to the extent permitted by
applicable  law)  that  accrues  during  any  such  Extension  Period  on  the
Subordinated  Debentures.  The  payment of such deferred interest, together with
interest  thereon,  will  be distributed, if and to the extent funds are legally
available  therefor,  to  the Holders of the Trust Securities (as they appear on
the  books  and  records  of  the  Trust  on  the Record Date next following the
termination  of  such  Extension Period) as received at the end of any Extension
Period.  The  amount  of  Distributions payable for any period shall include the
Additional  Amounts,  if  any.

     (c)  Distributions  on  the  Trust  Securities  shall be made and shall  be
deemed  payable  on each Distribution Date only to the extent that the Trust has
legally  and  immediately available funds in the Payment Account for the payment
of  such  Distributions.

     (d)  Distributions  (including  Additional  Amounts,  if any) on the  Trust
Securities  on each Distribution Date shall be payable to the Holders thereof as
they  appear  on  the Security Register for the Trust Securities on the relevant
record  date, which shall be the close of business on the fifteenth calendar day
prior  to the relevant Distribution Date. Each Trust Security, upon registration
of  transfer of or in exchange for or in lieu of any other Trust Security, shall
carry the rights of Distributions accrued (including Additional Amounts, if any)
and  unpaid,  and  to  accrue (including Additional Amounts, if any), which were
carried  by  such  other  Trust  Security.

     Section  4.02  Redemption.

     (a)  On  each  Redemption Date with respect to the Subordinated Debentures,
the  Trust  will  be required to redeem a Like Amount of Trust Securities at the
Redemption  Price.

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

     (i)  the  Redemption  Date;

     (ii)  the  Redemption  Price;

     (iii)  the  CUSIP  number;

                                        14
<PAGE>
     (iv)  if less than all the Outstanding Trust Securities are to be redeemed,
the  total  Liquidation  Amount  of  the  Trust  Securities  to be redeemed; and

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

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

     (d)  If the Property Trustee gives a notice of redemption in respect of any
Trust  Preferred  Securities  which  notice when given shall become irrevocable,
then,  by  2:00  P.M.  New  York  City  time, on the Redemption Date, subject to
Section  4.02(c),  the  Property  Trustee  will,  so long as the Trust Preferred
Securities  are  in  book-entry only form, irrevocably deposit with the Clearing
Agency for the Trust Preferred Securities funds sufficient to pay the applicable
Redemption  Price.  If the Trust Preferred Securities are not in book-entry only
form,  the  Property  Trustee,  subject  to  Section  4.02(c), shall irrevocably
deposit  with the Paying Agent funds sufficient to pay the applicable Redemption
Price  and  will  give  the  Paying  Agent  irrevocable  instructions to pay the
Redemption  Price to the Holders thereof upon surrender of their Trust 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
Security  Register for the Trust Securities on the relevant record dates for the
related  Distribution  Dates.  If notice of redemption shall have been given and
funds  deposited as required, then immediately prior to the close of business on
the date of such deposit, all rights of Securityholders holding Trust Securities
so called for redemption will cease, except the right of such Securityholders to
receive  the  Redemption  Price,  but without interest, and such Securities will
cease  to  be  outstanding.  In  the event that any date on which any Redemption
Price  is  payable  is  not a Business Day, then payment of the Redemption Price
payable  on  such  date  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  Redemption  Price  shall  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
Trust  Securities  is  improperly withheld or refused and not paid either by the
Trust or by the Depositor pursuant to the Trust Guarantee, Distributions on such
Trust  Securities will continue to accrue at the then applicable rate, from such
Redemption  Date  originally  established  by the Trust for such Trust Preferred
Securities  to  the  date  such  Redemption  Price  is  actually  paid.

     (e)  Payment  of the Redemption Price on the Trust Securities shall be made
to  the  recordholders  thereof  as they appear on the Security Register for the
Trust  Securities  on  the  relevant  record  date,  which shall be the close of
business  on  the  fifteenth  calendar  day  prior  to  the  Redemption  Date.

     (f) 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 Trust Common Securities and 97% to the
Trust  Preferred Securities, with such adjustments that each amount so allocated
shall  be  divisible  by  $25.  The  particular Trust Preferred Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the  Property  Trustee  from  the  Outstanding  Trust  Preferred  Securities not
previously  called  for redemption, by such method as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of  portions  (equal  to  $25  or  integral multiples thereof of the Liquidation
Amount  of  Trust  Preferred  Securities  of  a  denomination  larger than $25);
provided,  however,  that  before  undertaking redemption of the Trust Preferred
Securities  on  other  than  a  pro  rata basis, the Property Trustee shall have
received  an  Opinion of Counsel that the status of the Trust as a grantor trust
for  United  States federal income tax purposes would not be adversely affected.
The  Property Trustee shall promptly notify the Security Registrar in writing of
the  Trust  Preferred Securities selected for redemption and, in the case of any
Trust  Preferred  Securities  selected  for  partial redemption, the Liquidation
Amount  thereof to be redeemed. For all purposes of this Trust Agreement, unless
the  context  otherwise  requires,  all provisions relating to the redemption of
Trust  Preferred  Securities  shall  relate,  in the case of any Trust Preferred
Securities  redeemed  or  to  be  redeemed  only  in part, to the portion of the
Liquidation  Amount  of  Trust  Preferred  Securities which has been or is to be
redeemed.

                                        15
<PAGE>
     (g)  Subject  to  the  foregoing  provisions  of  this  Section 4.02 and to
applicable  law (including, without limitation, United States federal securities
laws), the Corporation or its Affiliates may, at any time and from time to time,
purchase outstanding Trust Preferred Securities by tender, in the open market or
by  private  agreement.

     Section  4.03  Subordination  of  Trust  Common  Securities.

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

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

     Section 4.04 Payment Procedures. Payments in respect of the Trust Preferred
Securities  shall  be made by check mailed to the address of the Person entitled
thereto  as  such address shall appear on the Security Register or, if the Trust
Preferred  Securities are held by a Clearing Agency, such Distributions shall be
made  to  the Clearing Agency, which shall credit the relevant Persons' accounts
at  such  Clearing  Agency  on  the  applicable  distribution dates. Payments in
respect  of the Trust Common Securities shall be made in such manner as shall be
mutually  agreed between the Property Trustee and the Holder of the Trust Common
Securities.

     Section  4.05  Tax Returns and Reports. The Administrative Trustee(s) shall
prepare  (or  cause  to  be  prepared), at the Depositor's expense, and file all
United  States  federal, state and local tax and information returns and reports
required  to  be  filed  by  or  in  respect  of  the  Trust. The Administrative
Trustee(s)  shall  provide  or  cause  to  be provided on a timely basis to each
Holder  any  Internal Revenue Service form required to be so provided in respect
of  the  Trust  Securities.

                                        16
<PAGE>
                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

     Section  5.01  Initial  Ownership.  Upon  the formation of the Trust by 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. Each of the Trust Preferred
and  Trust  Common Securities Certificates shall be issued by the Administrative
Trustees  in  minimum  denominations  of  $25  and  integral multiples in excess
thereof.  The  Trust  Securities Certificates shall be executed on behalf of the
Trust  by  manual or facsimile signature of at least one Administrative Trustee.
Trust  Securities  Certificates  bearing  the  manual or facsimile signatures of
individuals  who were, at the time when such signatures shall have been affixed,
authorized  to sign 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 authentication
and  delivery of such Trust Securities Certificates or did not hold such offices
at  the  date  of  authentication  and  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 Authentication of Trust Securities Certificates. On the Issue
Date,  the Administrative Trustees 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, authenticated and delivered to or upon the
written  order  of  the  Depositor  signed  by  its  Chairman  of the Board, its
President  or  any  Vice  President,  without  further  corporate  action by the
Depositor,  in  authorized  denominations. No Trust Securities Certificate shall
entitle  its Holder to any benefit under this Trust Agreement, or shall be valid
for  any purpose, unless there shall appear on such Trust Securities Certificate
a certificate of authentication substantially in the form set forth in Exhibit D
or  Exhibit C, as applicable, executed by at least one Administrative Trustee by
manual  signature; such authentication shall constitute conclusive evidence that
such  Trust  Securities  Certificate  shall  have  been  duly  authenticated and
delivered  hereunder.  All Trust Securities Certificates shall be dated the date
of  their  authentication.

     Section  5.04  Registration  of  Transfer  and  Exchange of Trust Preferred
Securities  Certificates. The Security Registrar shall keep or cause to be kept,
at the office or agency maintained pursuant to Section 5.08, a Security Register
in  which,  subject  to  such  reasonable  regulations  as it may prescribe, the
Security  Registrar  shall  provide  for  the  registration  of  Trust Preferred
Securities Certificates and the Trust Common Securities Certificates (subject to
Section  5.10  in  the  case  of  the  Trust Common Securities Certificates) and
registration  of  transfers  and  exchanges  of  Trust  Preferred  Securities
Certificates  as  herein  provided.  The  Property  Trustee shall be the initial
Security  Registrar.

     Upon  surrender  for  registration  of  transfer  of  any  Trust  Preferred
Securities  Certificate  at  the office or agency maintained pursuant to Section
5.08, the Administrative Trustees shall execute, authenticate and deliver in the
name  of  the  designated  transferee  or  transferees,  one  or  more new Trust
Preferred  Securities  Certificates  in  authorized  denominations  of  a  like
aggregate  Liquidation  Amount  dated  the  date  of  authentication  by  the
Administrative Trustee or Trustees. The Security Registrar shall not be required
to register the transfer of any Trust Preferred Securities that have been called
for  redemption.  At  the  option  of  a  Holder,  Trust  Preferred  Securities
Certificates  may be exchanged for other Trust Preferred Securities Certificates
in  authorized  denominations  of  the  same  class  and  of  a  like  aggregate
Liquidation Amount upon surrender of the Trust Preferred Securities Certificates
to  be  exchanged  at  the office or agency maintained pursuant to Section 5.08.

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

                                        17
<PAGE>
     No  service  charge  shall  be  made  for  any  registration of transfer or
exchange  of Trust Preferred Securities Certificates, but the Security Registrar
or  the Administrative Trustees 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  Trust  Preferred  Securities  Certificates.

     Section  5.05  Mutilated,  Destroyed,  Lost  or  Stolen  Trust  Securities
Certificates.  If  (a)  any  mutilated  Trust  Securities  Certificate  shall be
surrendered  to  the  Security  Registrar,  or  if  the Security 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 Security
Registrar  and  the Administrative Trustees such security or indemnity as may be
required  by  them  to save each of them harmless, then in the absence of notice
that  such  Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees or any one of them on behalf of the Trust
shall  execute and authenticate and make available for delivery, in exchange for
or  in  lieu  of  any such mutilated, destroyed, lost or stolen Trust Securities
Certificate,  a  new  Trust  Securities  Certificate  of  like  class, tenor and
denomination.  In  connection  with  the  issuance  of  any new Trust Securities
Certificate  under  this  Section,  the  Administrative Trustees or the Security
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  ownership  interest in 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  Securities  Certificate for registration of transfer, the Trustees or the
Security  Registrar  shall  treat  the Person in whose name any Trust Securities
Certificate  shall  be  registered in the Security Register as the owner of such
Trust Securities Certificate for the purpose of receiving Distributions (subject
to  Section  4.01(d))  and  for  all  other purposes whatsoever, and neither the
Trustees  nor  the  Security  Registrar  shall  be  bound  by  any notice to the
contrary.

     Section  5.07  Access  to List of Securityholders' Names and Addresses. The
Administrative  Trustees  shall  furnish  or  cause  to  be furnished to (i) the
Depositor  and  the  Property  Trustee  semi-annually, not later than June 1 and
December  1  in each year and (ii) the Depositor or the Property Trustee, as the
case  may  be,  within  30 days after receipt by any Administrative Trustee of a
request therefor from the Depositor or the Property Trustee, as the case may be,
in  writing,  a  list, in such form as the Depositor or the Property Trustee, as
the  case  may  be,  may  reasonably  require, of the names and addresses of the
Securityholders  as  of a date not more than 15 days prior to the time such list
is  furnished;  provided that the Administrative Trustees shall not be obligated
to  provide such list at any time such list does not differ from the most recent
list  given  to  the  Depositor  and  the Property Trustee by the Administrative
Trustees or at any time the Property Trustee is the Security Registrar. If three
or  more Securityholders or one or more Holders of Trust Securities Certificates
evidencing  not  less  than  25%  of the outstanding Liquidation Amount apply in
writing  to  the  Administrative  Trustees, and such application states that the
applicants  desire  to  communicate  with  other Securityholders with respect to
their  rights  under  this  Trust  Agreement  or  under  the  Trust  Securities
Certificates  and such application is accompanied by a copy of the communication
that such applicants propose to transmit, and by reasonable proof that each such
applicant  has  owned  a  Trust  Security  for  a  period of at least six months
preceding  the date of such application, then the Administrative Trustees shall,
within  five  Business  Days  after  the receipt of such application, either (i)
afford  such  applicants access during normal business hours to the current list
of  Securityholders, or (ii) inform such applicants as to the approximate number
of  Holders according to the most recent information so furnished to or received
by  such  trustee, and as to the approximate cost of mailing to such Holders the
form of proxy or other communication, if any, specified in such application.  If
such  trustee  shall  elect  not  to  afford  to  such applicants access to such
information,  such  trustee  shall, upon the written request of such applicants,
mail  to  all  such  Trust Security holders copies of the form of proxy or other
communication  which  is  specified  in such request, with reasonable promptness
after  a  tender to such trustee of the material to be mailed and of payment, or
provision  for  the  payment, of the reasonable expenses of such mailing, unless
within  five days after such tender, such trustee shall mail to such applicants,
and file with the Securities and Exchange Commission together with a copy of the
material  to be mailed a written statement to the effect that, in the opinion of
such  trustee,  such  mailing  would  be  contrary  to the best interests of the
Holders  or  would  be  in  violation of applicable law.  Such written statement
shall  specify  the  basis for such opinion.  After opportunity for hearing upon
the  objections  specified in the written statement so filed, the Securities and
Exchange  Commission  may, and if demanded by such trustee or by such applicants
shall,  enter  an  order  either  sustaining  one  or more of such objections or
refusing  to  sustain  any  of  them.  If  the  Commission  shall enter an order
refusing  to  sustain any of such objections, or if, after the entry of an order
sustaining  one  or  more  of  such  objections,  the  Securities  and  Exchange
Commission  shall  find,  after  notice  and  opportunity  for hearing, that all
objections  so  sustained have been met, and shall enter an order so  declaring,
such  trustee  shall  mail  copies  of  such  material  to all such Holders with
reasonable  promptness
after  the  entry  of such order and the renewal of such tender. Each Holder, by
receiving  and  holding  a Trust Securities Certificate, shall be deemed to have
agreed  not  to  hold  either  the  Depositor  or  the  Administrative  Trustees
accountable  by reason of the disclosure of its name and address or by reason of
mailing  pursuant  to  a request made under this Section 5.07, regardless of the
source  from  which  such  information  was  derived.

                                        18
<PAGE>
     Section  5.08  Maintenance of Office or Agency. The Administrative Trustees
shall  maintain  in  the Borough of Manhattan, New York, an office or offices or
agency  or  agencies  where  Trust  Preferred  Securities  Certificates  may  be
surrendered  for  registration  of  transfer  or  exchange and where notices and
demands  to or upon the Trustees in respect of the Trust Securities Certificates
may  be  served.  The Administrative Trustees initially designate Bank One Trust
Company,  National  Association, c/o First Chicago Trust Company of New York, 14
Wall  Street,  8th  Floor,  Window  2, New York, New York 10005 as the principal
agency  for such purposes. The Administrative Trustees shall give prompt written
notice to the Depositor and to the Securityholders of any change in the location
of  the  Security  Register  or  any  such  office  or  agency.

     Section  5.09  Appointment  of  Paying  Agent.  The Paying Agent shall make
Distributions  and  other  payments  provided hereby to Securityholders from the
Payment  Account and shall report the amounts of such Distributions and payments
to  the Administrative Trustees and if such Paying Agent shall be other than the
Property  Trustee  to  the  Property  Trustee.  Any  Paying Agent shall have the
revocable  power  to  withdraw funds from the Payment Account for the purpose of
making  the  Distributions  and  payments  provided  hereby.  The Administrative
Trustees  may  revoke  such  power  and remove the Paying Agent if such Trustees
determine  in  their  sole discretion that the Paying Agent shall have failed to
perform  its obligations under this Trust Agreement in any material respect. The
Paying  Agent  shall  initially  be  the Property Trustee, and it may choose any
co-paying  agent  that  is  acceptable  to  the  Administrative Trustees and the
Depositor.  Any  Person  acting  as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees and the
Depositor.  In  the  event  that  a Paying Agent shall resign or be removed, the
Administrative  Trustees  shall  appoint  a  successor that is acceptable to the
Depositor  to  act as Paying Agent (which shall be a bank or trust company). The
Administrative  Trustees  shall  cause  such  successor  Paying  Agent  or  any
additional  Paying Agent appointed by the Administrative Trustees to execute and
deliver  to  the  Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as Paying Agent, such
successor  Paying  Agent  or additional Paying Agent will hold all sums, if any,
held  by  it  for payment to the Securityholders in trust for the benefit of the
Securityholders  entitled  thereto  until  such  sums  shall  be  paid  to  such
Securityholders.  The Paying Agent shall give the Property Trustee notice of any
default  by  the  Depositor in the making of any  payment under the Subordinated
Debentures.  The  Paying  Agent shall return all unclaimed funds to the Property
Trustee  and  upon removal of a Paying Agent such Paying Agent shall also return
all  funds in its possession to the Property Trustee. The provisions of Sections
8.01,  8.03  and  8.06  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  Agreement  to  the Paying Agent shall include any co-paying
agent  unless  the  context  requires  otherwise.

     Section  5.10  Ownership  of  Trust  Common Securities by Depositor. On the
Issue  Date,  the Depositor shall acquire, and thereafter retain, beneficial and
record  ownership  of the Trust Common Securities. Any attempted transfer of the
Trust  Common  Securities,  except  for  transfers  by operation of law or to an
Affiliate  of  the  Depositor  or a permitted successor under Section 801 of the
Subordinated  Debenture  Indenture,  shall  be void. The Administrative Trustees
shall cause each Trust Common Securities Certificate issued to the Depositor and
its  permitted  transferees to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE  EXCEPT  AS  PROVIDED  IN  THE TRUST AGREEMENT REFERRED TO HEREIN".

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

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

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

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

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

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

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

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

     Section  5.12  Notices  to Clearing Agency. To the extent a notice or other
communication  to  the Owners is required under this Trust Agreement, unless and
until  Definitive Trust Preferred Securities Certificates shall have been issued
to Owners pursuant to Section 5.13, the Trustees shall give all such notices and
communications  specified  herein  to be given to Owners to the Clearing Agency,
and  shall  have  no  obligations  to  the  Owners.

     Section 5.13 Definitive Trust Preferred Securities Certificates. If (i) 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
Trust Preferred Securities Certificates, and the Depositor is unable to locate a
qualified  successor  within 90 days of receipt by the Depositor of such written
advice, or (ii) the Depositor at its option advises the Trustees in writing that
it  elects  to terminate the book-entry system through the Clearing Agency, then
the  Administrative Trustees shall notify the Clearing Agency and Holders of the
Trust Preferred Securities. Upon surrender to the Administrative Trustees of the
typewritten  Trust Preferred Securities Certificate or Certificates representing
the  Book-Entry  Trust Preferred Securities Certificates by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees or any one
of them shall execute and authenticate the Definitive Trust Preferred Securities
Certificates in accordance with the instructions of the Clearing Agency. Neither
the  Security  Registrar  nor  the  Trustees  shall  be  liable for any delay in
delivery  of  such  instructions  and  may  conclusively  rely  on, and shall be
protected  in  relying  on,  such  instructions. Upon the issuance of Definitive
Trust  Preferred  Securities  Certificates,  the  Trustees  shall  recognize the
Holders  of  the  Definitive  Trust  Preferred  Securities  Certificates  as
Securityholders. The Definitive Trust Preferred Securities Certificates shall be
printed,  lithographed  or engraved or may be produced in any other manner as is
reasonably  acceptable  to  the  Administrative  Trustees,  as  evidenced by the
execution  thereof  by  the  Administrative  Trustees  or  any  one  of  them.

     Section  5.14  Rights  of  Securityholders.  The  legal  title to the Trust
Property is vested exclusively in the Property Trustee (in its capacity as such)
in  accordance  with  Section  2.09,  and the Securityholders shall not have any
right or title therein other than the undivided beneficial ownership interest in
the assets of the Trust conferred by their Trust Securities, and they shall have
no right to call for any partition or division of property, profits or rights of
the  Trust  except  as  described  below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this Trust
Agreement. The Trust Securities shall have no preemptive or other similar rights
and when issued and delivered to Securityholders against payment of the purchase

                                        20
<PAGE>
price  therefor  will  be  fully  paid and nonassessable by the Trust. Except as
otherwise  provided  in  the  Expense  Agreement  and  Section 10.01 hereof with
respect  to the Depositor, the Holders of the Trust Securities shall be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of  Delaware.
                                        21
<PAGE>
                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

     Section  6.01  Limitations  on  Voting  Rights.

     (a) Except as provided in this Section, in Section 8.10 or Section 10.03 of
this  Trust Agreement, in the Subordinated Debenture Indenture, and as otherwise
required by law, no Holder of Trust Preferred Securities shall have any right to
vote  or  in  any  manner  otherwise  control  the administration, operation and
management  of  the  Trust  or  the obligations of the parties hereto, nor shall
anything  herein  set  forth,  or contained in the terms of the Trust Securities
Certificates,  be construed so as to constitute the Securityholders from time to
time  as  joint  venturers,  partners  or  members  of  an  association.

     (b)  So  long  as  any  Subordinated  Debentures  are  held by the Property
Trustee,  the  Trustees  shall  not  (i)  direct  the  time, method and place of
conducting  any proceeding for any remedy available to the Indenture Trustee, or
executing  any trust or power conferred on the Indenture Trustee with respect to
such  Subordinated  Debentures,  (ii) consent to waive any past default which is
waivable  under  Section  513  of  the  Subordinated  Debenture Indenture, (iii)
exercise  any  right to rescind or annul a declaration that the principal of all
the  Subordinated  Debentures  shall  be  due and payable or (iv) consent to any
amendment,  modification  or termination of the Subordinated Debenture Indenture
or  the Subordinated Debentures, where such consent shall be required, or to any
other  action,  as holder of the Subordinated Debentures, under the Subordinated
Debenture  Indenture, without, in each case, obtaining the prior approval of the
Holders  of  at  least  66-2/3%  in  Liquidation Amount of the Outstanding Trust
Preferred  Securities;  provided,  however,  that  where  a  consent  under  the
Subordinated  Debenture  Indenture  would  require the consent of each holder of
Subordinated  Debentures affected thereby, no such consent shall be given by the
Trustees  without  the  prior  written consent of each Holder of Trust Preferred
Securities.  The  Trustees  shall not revoke any action previously authorized or
approved by a vote of the Holders of Trust Preferred Securities, except pursuant
to  a subsequent vote of the Holders of Trust Preferred Securities. The Property
Trustee shall notify all Holders of the Trust Preferred Securities of any notice
of  default received from the Indenture Trustee with respect to the Subordinated
Debentures.

     (c)  If any proposed amendment to the Trust Agreement provides for,  or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
the  powers,  preferences  or  special rights of the Trust Preferred Securities,
whether  by  way  of amendment to this Trust Agreement or otherwise, or (ii) the
dissolution,  winding-up or termination of the Trust, other than pursuant to the
terms  of  this Trust Agreement, then the Holders of Outstanding Trust Preferred
Securities as a class will be entitled to vote on such amendment or proposal and
such  amendment  or  proposal shall not be effective except with the approval of
the  Holders  of at least 66-2/3% in Liquidation Amount of the Outstanding Trust
Preferred  Securities.

     (d) Notwithstanding that holders of Trust Preferred Securities are entitled
to vote under the circumstances described in Section 6.01(b) and 6.01(c), any of
the  Trust  Preferred  Securities  that  are  owned  (whether  of  record  or
beneficially)  by  the Corporation, the Administrative Trustees or any Affiliate
of  the  Corporation  or  any Administrative Trustee shall, for purposes of such
vote,  be  treated  as  if  they  were  not  outstanding.

     Section  6.02  Notice  of  Meetings.  Notice  of  all meetings of the Trust
Preferred  Securityholders,  stating the time, place and purpose of the meeting,
shall  be given by the Administrative Trustees pursuant to Section 10.08 to each
Trust Preferred Securityholder of record, at his registered address, at least 15
days  and  not  more  than  90 days before the meeting. At any such meeting, any
business  properly before the meeting may be so considered whether or not stated
in  the  notice  of  the meeting. Any adjourned meeting may be held as adjourned
without  further  notice.  Any  and  all  notice  to  which  any Trust Preferred
Securityholder hereunder may be entitled and any and all communications shall be
deemed  duly  served or given if mailed, postage prepaid, addressed to any Trust
Preferred Securityholders of record at his last known address as recorded on the
Security  Register.

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

                                        22
<PAGE>
     Trust  Preferred  Securityholders  of  record of 50% of the Trust Preferred
Securities (based upon their Liquidation Amount), present in person or by proxy,
shall  constitute  a  quorum  at  any  meeting  of  Securityholders.

     If  a  quorum  is  present  at  a meeting, an affirmative vote by the Trust
Preferred Securityholders of record present, in person or by proxy, holding more
than  66-2/3%  of  the  Trust Preferred Securities (based upon their Liquidation
Amount) held by the Trust Preferred Securityholders of record present, either in
person  or  by  proxy,  at  such  meeting  shall  constitute  the  action of the
Securityholders,  unless  this  Trust Agreement requires a greater proportion of
affirmative  votes.

     Section  6.04  Voting Rights. Securityholders shall be entitled to one vote
for  each  $25  of  Liquidation  Amount represented by their Trust Securities in
respect  of  any  matter  as to which such Securityholders are entitled to vote.

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

     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
Securityholders  holding  at  least  66-2/3% of all outstanding Trust Securities
entitled  to vote in respect of such action (or such other proportion thereof as
shall  be  required  by  any  express  provision  of this Trust Agreement) shall
consent  to  the  action  in  writing  (based  upon  their  Liquidation Amount).

     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 to participate in any Distribution on the
Trust Securities in respect of which a record date is not otherwise provided for
in  this  Trust  Agreement,  or  for  the  purpose  of  any  other  action,  the
Administrative  Trustees may from time to time fix a date, not more than 90 days
prior  to  the  date  of  any  meeting  of  Securityholders  or  the  payment of
distribution  or  other  action,  as  the  case may be, as a record date for the
determination  of  the  identity  of  the  Securityholders  of  record  for such
purposes.

     Section  6.08  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 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 Trustees. Such instrument or instruments (and the action embodied
therein  and evidenced thereby) are herein sometimes referred to as the "Act" of
the  Securityholders  signing such instrument or instruments. Proof of execution
of  any  such  instrument  or  of  a  writing appointing any such agent shall be
sufficient for any purpose of this Trust Agreement and (subject to Section 8.01)
conclusive  in  favor  of  the  Trustees, if made in the manner provided in this
Section.

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

                                        23
<PAGE>
     The ownership of Trust Preferred Securities shall be proved by the Security
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 Holders of Trust Securities and the
Administrative  Trustees  or among such Securityholders or Trustees with respect
to  the  authenticity,  validity  or  binding  nature  of  any  request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee  under  this  Article  VI,  then the determination of such matter by the
Property  Trustee  shall  be  conclusive  with  respect  to  such  matter.

     Section 6.09 Inspection of Records. Upon reasonable notice to the Trustees,
the  records  of the Trust shall be open to inspection by Securityholders during
normal  business  hours  for  any  purpose  reasonably  related  to  such
Securityholder's  interest  as  a  Securityholder.

                                   ARTICLE VII

   REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND DELAWARE TRUSTEE

     Section  7.01  Representations  and  Warranties of the Property Trustee and
Delaware  Trustee.  The  Bank  in  its  separate  corporate  capacity and as the
Property  Trustee and Bank One Delaware, Inc. in its separate corporate capacity
and  as  the  Delaware  Trustee,  each  on  behalf  of  and as to itself, hereby
represents and warrants for the benefit of the Depositor and the Securityholders
that:

     (a)  the  Bank  is  a  national  banking  association or trust company duly
organized,  validly  existing  and in good standing under the laws of the United
States,  and  Bank  One  Delaware, Inc. is a corporation duly organized, validly
existing  and  in  good  standing  under  the  laws  of  the  State of Delaware;

     (b) each of the Bank in its separate corporate capacity and in its capacity
as  the  Property  Trustee and Bank One Delaware, Inc. in its separate corporate
capacity  and  in its capacity as the Delaware Trustee has full corporate power,
authority  and  legal  right  to  execute,  deliver  this Trust Agreement and to
perform their obligations under this Trust Agreement and has taken all necessary
action  to authorize the execution, delivery and performance by it of this Trust
Agreement;

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

     (d) the execution, delivery and performance of this Trust Agreement and the
consummation of the transactions contemplated thereby by each of the Bank in its
capacity  as the Property Trustee and by Bank One Delaware, Inc. in its capacity
as  Delaware  Trustee  of  this Trust Agreement have been duly authorized by all
necessary  corporate  action  on  the part of the Bank in its separate corporate
capacity and as Property Trustee, and by Bank One Delaware, Inc. in its separate
corporate  capacity  and as the Delaware Trustee and do not require any approval
of  stockholders  of  the Bank or of Bank One Delaware, Inc. and such execution,
delivery  and  performance will not (i) violate the Bank's or Bank One Delaware,
Inc.'s  charter  or  by-laws,  or  (ii)  violate  any  law, governmental rule or
regulation  of  the  United States or the State of Delaware, as the case may be,
governing the banking, trust, or corporate powers (as appropriate in context) of
the  Bank in its separate corporate capacity and in its capacity as the Property
Trustee or of Bank One Delaware, Inc. in its capacity as the Delaware Trustee or
in  its  separate  corporate  capacity,  (as  appropriate  in  context)  or  any
indenture,  mortgage,  bank  credit  agreement, note or bond purchase agreement,
long-term  lease,  license  or  other agreement or any order, judgment or decree
applicable  to  the  Bank,  the Property Trustee, Bank One Delaware, Inc. or the
Delaware  Trustee;  and

                                        24
<PAGE>
     (e)  neither  the  authorization, execution, delivery or performance by the
Bank, the Delaware Corporation, the Property Trustee, or the Delaware Trustee of
this  Trust  Agreement,  nor  the consummation of any of the transactions by the
Bank, the Delaware Corporation, the Property Trustee or the Delaware Trustee (as
appropriate  in context) contemplated herein or therein, nor the issuance of the
Trust  Securities  Certificates  pursuant  to  this  Trust Agreement require the
consent  or approval of, the withholding of objection on the part of, the giving
of  notice  to,  the  filing, the registration, or the qualification with or the
taking  of any other action with respect to any governmental authority or agency
under  any  existing  federal  or  Delaware law governing the banking, trust, or
corporate powers of the Property Trustee or the Delaware Trustee (as appropriate
in  context).

     (f)  There  are  no proceedings pending or, to the best of their knowledge,
threatened  against the Bank, the Delaware Corporation, the Property Trustee, or
the  Delaware  Trustee in any court or before any governmental authority, agency
or arbitration board or  tribunal which, individually or in the aggregate, would
have  a  material adverse  effect on the right, power and authority of the Bank,
the Delaware Corporation,  the Property Trustee or the Delaware Trustee to enter
into  or  perform  its  obligations  under  this  Trust  Agreement.

     Section  7.02  Representations  and  Warranties  of  Depositor.

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

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

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

                                        25
<PAGE>
                                  ARTICLE VIII

                                  THE TRUSTEES

     Section  8.01  Certain  Duties  and  Responsibilities.

     Subject  to  Section  3.15(a)  of  the  Trust  Indenture  Act:

     (a)  The  rights,  duties  and responsibilities of the Trustees shall be as
provided by this Trust Agreement and the Delaware Business Trust Act and, in the
case  of  the  Property  Trustee,  the  Trust Indenture Act. Notwithstanding the
foregoing,  no  provision  of this Trust Agreement shall require the Trustees to
expend or risk their own funds or otherwise incur any financial liability in the
performance of any of their duties hereunder, or in the exercise of any of their
rights  or  powers,  if  they  shall  have reasonable grounds for believing that
repayment  of such funds or adequate indemnity against such risk or liability is
not  reasonably  assured  to them. Whether or not therein expressly so provided,
every provision of this Trust Agreement relating to the conduct or affecting the
liability  of  or  affording  protection to the Trustees shall be subject to the
provisions  of  this  Section.

     (b)  All  payments  made  by  the  Property Trustee in respect of the Trust
Securities  shall  be  made  only  from  the  income and proceeds from the Trust
Property  and  only  to  the  extent  that  there  shall be sufficient income or
proceeds from the Trust Property to enable the Property Trustee to make payments
in accordance with the terms hereof. Each Securityholder, by its acceptance of a
Trust  Security, agrees that it will look solely to the income and proceeds from
the  Trust  Property  to  the  extent available for distribution to it as herein
provided  and that the Trustees are not personally liable to such Holder for any
amount distributable in respect of any Trust Security or for any other liability
in  respect  of  any  Trust  Security.  This  Section 8.01(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.

     (c)  The  Property  Trustee shall be authorized in the case of a default in
the  payment  of the principal of any Trust Security, when and as the same shall
become  due  and payable, or in the case of a default in payment of the interest
on  any  such  Trust Security, when and as the same shall become due and payable
and  the continuance of such default for 10 days, to recover judgment in its own
name  and  as  trustee of an express trust, against the Depositor upon the Trust
Securities  for the whole amount of principal and interest remaining unpaid; and
to  file  such proofs of claim and other papers or documents as may be necessary
or  advisable  in  order  to  have the claims of such trustee and of the Holders
allowed  in  any  judicial  proceedings relative to the Depositor upon the Trust
Securities,  its  creditors  or  its  property.

     Section 8.02 Notice of Defaults. Within 90 days after the occurrence of any
default  known  to the Property Trustee, the Property Trustee shall transmit, in
the  manner  and  to  the  extent  provided in Section 10.08, notice of any such
default  to  the Securityholders, the Administrative Trustees and the Depositor,
unless  such  default  shall  have been cured or waived. For the purpose of this
Section,  the  term "default" means any event which is, or after notice or lapse
of  time  or  both  would  become,  an  Event  of  Default.

     Section  8.03 Certain Rights of Property Trustee. Subject to the provisions
of  Section  8.01  and  except  as  provided  by  law:

     (i)  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

                                        26
<PAGE>
certificate,  statement,  instrument, opinion, report, notice, request, consent,
order,  appraisal,  bond or other paper or document believed by it to be genuine
and  to  have  been  signed  or  presented  by  the  proper  party  or  parties;

     (ii)  if  (A)  in  performing  its  duties  under  this Trust Agreement the
Property Trustee is required to decide between alternative courses of action, or
(B)  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  (C) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Trust 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 bad
faith  negligence  or  willful  misconduct;

     (iii)  the  Property  Trustee may consult with counsel of its selection and
the  written  advice of such counsel or any Opinion of Counsel shall be full and
complete  authorization  and protection in respect of any action taken, suffered
or  omitted  by  it  hereunder  in  good  faith  and  in  reliance  thereon;

     (iv)  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;

     (v) the Property Trustee shall not be bound to make any  investigation into
the  facts  or  matters  stated  in  any  resolution,  certificate,  statement,
instrument,  opinion, report, notice, request, consent, order, approval, bond or
other  document,  unless  requested  in  writing  to  do  so  by  one  or  more
Securityholders;  and

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

     Section  8.04  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 Depositor, and the Trustees do not assume any
responsibility  for their correctness. The Trustees shall not be accountable for
the  use  or application by the Trust of the proceeds of the Trust Securities in
accordance  with  Sections  2.04  and  2.05.

     The  Property  Trustee  may  conclusively  assume that any funds held by it
hereunder  are  legally  available  unless  an  officer  of the Property Trustee
assigned  to its Corporate Trustee administrative department shall have received
written  notice  from the Corporation, any Holder or any other Trustee that such
funds  are  not  legally  available.

     Section  8.05  Trustee  May  Hold  Securities.  Except  as  provided in the
definition  of  the  term  "Outstanding"  in Article I, any Trustee or any other
agent of the Trustees or the Trust, in its individual or any other capacity, may
become  the owner or pledgee of Trust Securities and may otherwise deal with the
Trust  with the same rights it would have if it were not a Trustee or such other
agent.

     Section  8.06  Compensation;  Fees;  Indemnity.

     The  Depositor  agrees:

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

     (2)  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  their  agents  and  counsel),  except  any  such  expense,
disbursement  or  advance  as  may  be attributable to their negligence, willful
misconduct  or  bad  faith;  and

     (3)  to  indemnify  the  Trustees  for,  and  to hold the Trustees harmless
against, any and all loss, damage, claims, liability or expense incurred without
negligence,  willful misconduct or bad faith on their part, arising out of or in
connection  with  the  acceptance  or  administration  of  this Trust Agreement,
including  the  costs  and expenses of defending themselves against any claim or
liability in connection with the exercise or performance of any of its powers or
duties  hereunder.

     The  provisions  of this Section 8.06 shall survive the termination of this
Trust  Agreement  or  the  resignation  or  removal  of  any  Trustee.

     Section  8.07  Trustees  Required;  Eligibility.

     (a)  There  shall at all times be a Property Trustee hereunder with respect
to  the  Trust  Securities.  The  Property  Trustee shall be a Person that 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  such  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 that shall act through one or more
persons  authorized  to  bind  such  entity.

     Section  8.08  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.  To  the  extent  permitted  by the Trust Indenture Act, the Property
Trustee  shall  not  be deemed to have a conflicting interest by virtue of being
trustee  under  the Trust Guarantee. Subject to the foregoing, the Depositor and
any  Trustee  may engage in or possess an interest in other business ventures of
any  nature  or description, independently or with others, similar or dissimilar
to  the  business of the Trust, and the Trust and the Securityholders shall have
no  rights by virtue of this Trust Agreement in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the business of the Trust, shall not be deemed wrongful
or  improper.  Neither  the  Depositor,  nor  any Trustee, shall be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, (individually or as a partner or fiduciary) or to recommend to others
any  such  particular investment or other opportunity. Any Trustee may engage or
be  interested  in  any financial or other transaction with the Depositor or any
Affiliate  of the Depositor, or may act as depository for, trustee or agent for,
or  act  on any committee or body of holders of, securities or other obligations
of  the  Depositor  or  its  Affiliates.

     Section  8.09  Co-Property  Trustees  and  Separate  Trustee.

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<PAGE>
     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 Holder of the Trust Common Securities
and  the  Property  Trustee  shall  have  power to appoint, and upon the written
request  of the Property Trustee, the Depositor shall for such purpose join with
the  Property  Trustee  in  the  execution,  delivery  and  performance  of  all
instruments  and  agreements necessary or proper to appoint, one or more Persons
approved  by  the Property Trustee either to act as co-property trustee, jointly
with  the Property Trustee, of all or any part of such Trust Property, or to act
as  separate trustee of any such Trust Property, in either case with such powers
as  may be provided in the instrument of appointment, and to vest in such Person
or Persons in the capacity aforesaid, any property, title, right or power deemed
necessary  or  desirable,  subject to the other provisions of this Agreement. If
the Depositor does not join in such appointment within 15 days after the receipt
by  it of a request so to do, or in case an Debenture Indenture Event of Default
has  occurred  and is continuing, the Property Trustee alone shall have power to
make  such  appointment.  Any  co-property trustee or separate trustee appointed
pursuant  to  this  Section  shall  satisfy  the  requirements  of Section 8.07.

     Should  any  written  instrument  from  the  Depositor  be  required by any
co-property  trustee  or separate trustee so appointed for more fully confirming
to  such co-property 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-property  trustee  or  separate  trustee  shall,  to  the  extent
permitted by law, but to such extent only, be appointed subject to the following
terms,  namely:

     (i)  The  Trust  Securities shall be executed, authenticated 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 hereunder, shall be exercised, solely
by  the  Trustees.

     (ii)  The  rights,  powers,  duties,  and  obligations  hereby conferred or
imposed  upon  the  Property  Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by the
Property  Trustee  or  by  the  Property Trustee and such co-property trustee or
separate trustee jointly, as shall be provided in the instrument appointing such
co-property 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-property  trustee  or  separate  trustee.

     (iii)  The  Property  Trustee  at  any  time,  by  an instrument in writing
executed  by  it,  with the written concurrence of the Depositor, may accept the
resignation  of  or remove any co-property trustee or separate trustee appointed
under  this  Section,  and,  in case an Debenture Indenture Event of Default has
occurred  and is continuing, the Property Trustee shall have power to accept the
resignation  of,  or  remove,  any  such co-property 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-property  trustee or separate trustee so resigned or removed may be appointed
in  the  manner  provided  in  this  Section.

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

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

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

Section  8.10  Resignation  and  Removal;  Appointment  of  Successor.

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

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<PAGE>
     Subject  to  the  immediately preceding paragraph, the Relevant Trustee may
resign  at  any  time  by  giving  written notice thereof to the Holders. If the
instrument of acceptance by the successor Trustee required by Section 8.11 shall
not  have been delivered to the Relevant Trustee within 30 days after the giving
of  such  notice of resignation, the resigning Relevant Trustee may petition, at
the  expense  of  the  Trust,  any  court  of  competent  jurisdiction  for  the
appointment  of  a  successor  Relevant  Trustee.

     Unless  a  Debenture  Indenture Event of Default shall have occurred and be
continuing,  any  Trustee may be removed at any time by Act of the Holder of the
Trust  Common  Securities.  If a Debenture Indenture Event of Default shall have
occurred  and  be  continuing,  the Property Trustee or the Delaware Trustee, or
both of them, may be removed at such time by Act of the Holders of a majority in
Liquidation  Amount of the Trust Preferred Securities, delivered to the Relevant
Trustee  (in  its  individual  capacity  and  on  behalf  of  the  Trust).  An
Administrative  Trustee  may  be  removed  by  the  Holder  of  the Trust Common
Securities  at  any  time.  In  no event will the Holders of the Trust Preferred
Securities have a right to vote to appoint, remove or replace the Administrative
Trustees.

     If  any  Trustee shall resign, be removed or become incapable of continuing
to  act as Trustee, or if a vacancy shall occur in the office of any Trustee for
any  reason,  at  a time when no Debenture Indenture Event of Default shall have
occurred  and  be  continuing, the Holder of the Trust Common Securities, by its
Act  of  the  Holders  of  the Trust Common Securities, shall promptly appoint a
successor  Trustee or successor Trustees, and each retiring Trustee shall comply
with the applicable requirements of Section 8.11. If the Property Trustee or the
Delaware  Trustee  shall resign, be removed or become incapable of continuing to
act  as  the  Property Trustee or the Delaware Trustee, as the case may be, or a
vacancy  shall occur in the office of any such Trustee for any reason, at a time
when  an  Debenture  Indenture  Event  of  Default  shall  have  occurred and be
continuing,  the Holders of Trust Preferred Securities, by Act of the Holders of
a  majority  in  Liquidation  Amount  of  the  Trust  Preferred  Securities then
Outstanding,  shall  promptly  appoint  a successor Relevant Trustee or Relevant
Trustees  and  such successor Relevant Trustee or Relevant Trustees shall comply
with  the  applicable requirements of Section 8.11. If an Administrative Trustee
shall  resign,  be  removed  or  become  incapable  of  acting as Administrative
Trustee,  or  a  vacancy  shall  occur in the office of any such Trustee for any
reason,  at  a  time  when  a  Debenture  Indenture  Event of Default shall have
occurred and be continuing, the Holder of the Trust Common Securities, by Act of
the  Holder  of  the Trust Common Securities, shall promptly appoint a successor
Administrative  Trustee  or  Administrative  Trustees  and  such  successor
Administrative  Trustee  or  Administrative  Trustees  shall  comply  with  the
applicable  requirements of Section 8.11. If no successor Relevant Trustee shall
have  been  so  appointed  in  accordance  with  this  Section 8.10 and accepted
appointment  in  the  manner required by Section 8.11, any Holder who has been a
Holder of Trust Securities for at least six months may, on behalf of himself and
all  others similarly situated, petition any court of competent jurisdiction for
the  appointment  of  a  successor  Relevant  Trustee.

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

     Notwithstanding  the  foregoing  or  any  other  provision  of  this  Trust
Agreement,  in the event any Administrative Trustee or a Delaware Trustee who is
a  natural  person dies or becomes, in the opinion of the Depositor, incompetent
or  incapacitated, the vacancy created by such death, incompetence or incapacity
may  be  filled  by  (i) the act of the remaining Administrative Trustee or (ii)
otherwise  by  the Depositor (with the successor in each case being a Person who
satisfies  the  eligibility  requirements  for  an  Administrative  Trustee or a
Delaware  Trustee,  as  the  case  may  be,  set  forth  in  Section  8.07).

     Section  8.11  Acceptance  of  Appointment  by  Successor.  In  case of the
appointment  hereunder  of  a  successor  Relevant Trustee, every such successor
Relevant  Trustee  so  appointed  shall  execute, acknowledge and deliver to the
Trust  and  to  the  retiring  Relevant  Trustee  an  instrument  accepting such
appointment,  and  thereupon the resignation or removal of the retiring Relevant
Trustee  shall become effective and such successor Relevant Trustee, without any
further  act,  deed  or  conveyance,  shall  become  vested with all the rights,
powers,  trusts and duties of the retiring Relevant Trustee; but, on the request
of  the  Depositor  or  the  successor  Relevant Trustee, such retiring Relevant
Trustee  shall,  upon  payment of its charges, execute and deliver an instrument
transferring  to  such  successor  Relevant  Trustee  all the rights, powers and
trusts  of  the  retiring  Relevant  Trustee and shall duly assign, transfer and
deliver  to  such successor Relevant Trustee all property and money held by such
retiring  Relevant  Trustee  hereunder.

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

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

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

     Any  Person  into  which  the  Property  Trustee,  Delaware  Trustee or any
Administrative  Trustee which is not a natural person may be merged or converted
or  with  which it may be consolidated, or any Person resulting from any merger,
conversion  or consolidation to which such Relevant Trustee shall be a party, or
any  Person  succeeding to all or substantially all the corporate trust business
of  such  Relevant  Trustee,  shall  be  the  successor of such Relevant Trustee
hereunder,  provided  such  Person  shall  be  otherwise qualified and eligible,
without  the  execution or filing of any paper or any further act on the part of
any  of  the  parties  hereto.

     Section  8.13 Preferential Collection of Claims Against Depositor or Trust.

     If  and  when  the  Property  Trustee  shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Subordinated Debentures or
the  Trust  Securities), within three months prior to a failure by the Depositor
to  make  payment in full of principal or interest, when and as the same becomes
due  and  payable,  or subsequent to such failure, the Property Trustee shall be
subject to the provisions of the Trust Indenture Act regarding the collection of
claims  against the Depositor or Trust (or any such other obligor). For purposes
of  Section  311(b)(4)  and  (6)  of  the  Trust  Indenture  Act:

     (a)  "cash  transaction"  means  any transaction in which full payment  for
goods  or  securities sold is made within seven days after delivery of the goods
or  securities  in  currency  or  in  checks or other orders drawn upon banks or
bankers  and  payable  upon  demand;  and

     (b)  "self-liquidating paper" means any draft, bill of exchange, acceptance
or  obligation  which is made, drawn, negotiated or incurred by the Depositor or
the  Trust  (or  any  such  obligor)  for the purpose of financing the purchase,
processing,  manufacturing,  shipment,  storage  or  sale  of  goods,  wares  or
merchandise  and  which  is secured by documents evidencing title to, possession
of,  or  a  lien  upon,  the  goods,  wares or merchandise or the receivables or
proceeds  arising  from  the  sale of the goods, wares or merchandise previously
constituting  the  security,  provided  the security is received by the Property
Trustee  simultaneously  with the creation of the creditor relationship with the
Depositor  or  the Trust (or any such obligor) arising from the making, drawing,
negotiating  or  incurring  of  the  draft,  bill  of  exchange,  acceptance  or
obligation.

     Section  8.14  Reports  by  Property  Trustee.

     (a)  Within  60  days  after May 15th of each year commencing with May  15,
2000,  if  required  by  Section 313(a) of the Trust Indenture Act, the Property
Trustee  shall  transmit  a brief report dated as of such May 15 with respect to
any  of the events specified in such Section 313(a) that may have occurred since
the  later  of  the  date  of  this  Trust  Agreement  or  the preceding May 15.

     (b)  The  Property  Trustee  shall transmit to Securityholders the  reports
required  by  Section  313(b)  of the Trust Indenture Act at the times specified
therein.

     (c)  Reports  pursuant  to this Section shall be transmitted in the  manner
and  to  the  Persons required by Sections 313(c) and (d) of the Trust Indenture
Act.

     Section  8.15  Reports  to  the  Property  Trustee.  The  Depositor and the
Administrative  Trustees  on  behalf  of the Trust shall provide to the Property
Trustee  to  the  extent  applicable  such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and, within 120 days
after  the  end of each fiscal year of the Depositor, the compliance certificate
required  by Section 314(a)(4) of the Trust Indenture Act in the form and in the
manner  required  by  Section  314  of  the  Trust  Indenture  Act.

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<PAGE>
     Section  8.16 Evidence of Compliance with Conditions Precedent. Each of the
Depositor  and  the Administrative Trustees on behalf of the Trust shall provide
to  the  Property  Trustee  such  evidence  of  compliance  with  any conditions
precedent,  if  any,  provided for in this Trust Agreement that relate to any of
the  matters  set  forth  in  Section  314(c)  of  the  Trust Indenture Act. Any
certificate or opinion required to be given pursuant to Section 314(c)(1) of the
Trust Indenture Act shall comply with Section 314(e) of the Trust Indenture Act.

     Section  8.17  Number  of  Trustees.

     (a)  The  number  of  Trustees  shall  initially be four, provided that the
Depositor  by  written  instrument  may  increase  the  number of Administrative
Trustees  or  decrease  the  number  to  one  but  not  to  zero.

     (b)  If  a  Trustee  ceases to hold office for any reason and the number of
Administrative  Trustees  is  not reduced pursuant to Section 8.17(a), or if the
number  of  Trustees  is  increased pursuant to Section 8.17(a), a vacancy shall
occur.  The  vacancy shall be filled with a Trustee appointed in accordance with
Section  8.10.

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

     Section  8.18  Delegation  of  Power.

     (a)  Any  Administrative Trustee, may, by power of attorney consistent with
applicable  law,  delegate to any other natural person over the age of 21 his or
her  power  for  the  purpose of executing any documents contemplated in Section
2.07(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 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  8.19 Enforcement of Rights of Property Trustee by Securityholders.

     If  a  Debenture  Indenture Event of Default occurs and is continuing, then
(i)  the  Holders  of Trust Preferred Securities will rely on the enforcement by
the  Property Trustee of its rights against the Corporation as the holder of the
Subordinated  Debentures  and  (ii)  the  Holders  of  a  majority  in aggregate
Liquidation  Amount  of  the  Trust  Preferred Securities will have the right to
direct  the  time, method, and place of conducting any proceeding for any remedy
available  to  the  Property  Trustee  or to direct the exercise of any trust or
power  conferred upon the Property Trustee under this Trust Agreement, including
the  right  to direct the Property Trustee to exercise the remedies available to
it  as  a  holder  of  the Subordinated Debentures, provided that such direction

                                        32
<PAGE>
shall  not be in conflict with any rule of law or with this Trust Agreement, and
could  not  involve  the Property Trustee in personal liability in circumstances
where  reasonable  indemnity would not be adequate, or the Holders of a majority
in aggregate Liquidation Amount of the Trust Preferred Securities may, on behalf
of  all Holders, consent to the waiver of any past default and its consequences.
If  the  Property  Trustee  fails  to  enforce its rights under the Subordinated
Debentures,  a Holder of Trust Preferred Securities may, to the extent permitted
by  applicable  law,  institute  a  legal  proceeding against the Corporation to
enforce  its  rights  under  this  Trust Agreement without first instituting any
legal proceeding against the Property Trustee or any other Person, including the
Trust;  it  being  understood  and  intended that no one or more of such Holders
shall  have  any right in any manner whatsoever by virtue of, or by availing of,
any provision of this Trust Agreement to affect, disturb or prejudice the rights
of  any  other  of  such  Holders  or to obtain or to seek to obtain priority or
preference  over  any  other  of such Holders or to enforce any right under this
Trust  Agreement,  except  in  the  manner herein provided and for the equal and
ratable  benefit of all such Holders. Notwithstanding the foregoing, a Holder of
Trust Preferred Securities may institute a legal proceeding directly against the
Corporation  without  first instituting a legal proceeding against or requesting
or  directing  that action be taken by the Property Trustee or any other Person,
for  enforcement  of  payment  to such Holder of principal of or interest on the
Subordinated  Debentures having a principal amount equal to the aggregate stated
Liquidation  Amount of the Trust Preferred Securities of such Holder on or after
the due dates therefor specified or provided for in the Subordinated Debentures.
The  Corporation  shall  be  subrogated  to  all  rights of the Holders of Trust
Preferred  Securities  in  respect  of  any  amounts paid to such Holders by the
Corporation  pursuant  to  this  Section.

                                        33
<PAGE>
                                   ARTICLE IX

                           TERMINATION AND LIQUIDATION

     Section  9.01  Termination  Upon  Expiration  Date.  The  Trust  shall
automatically  terminate  on  April  19, 2050 (the "Expiration Date") or earlier
pursuant  to  Section  9.02  or  9.03.

     Section  9.02  Early  Termination.  Upon  the  first to occur of any of the
following  events  (such  first  occurrence,  an "Early Termination Event"), the
Trust  shall  be  dissolved  and terminated in accordance with the terms hereof:

     (i)  the  occurrence  of  a  Bankruptcy  Event in respect of the Depositor,
dissolution  or  liquidation  of  the Depositor, or the dissolution of the Trust
pursuant  to  judicial  decree;

     (ii)  the  delivery  of  written  direction  to the Property Trustee by the
Depositor  at  any  time  (which  direction  is  optional  and wholly within the
discretion  of  the  Depositor)  to  terminate  the  Trust  and  distribute  the
Subordinated  Debentures  to  Securityholders  as  provided in Section 9.04; and

     (iii)  the  payment  at  maturity  or redemption of all of the Subordinated
Debentures,  and  the  consequent  payment  of  the  Trust  Securities.

     Section  9.03  Termination. The respective obligations and responsibilities
of  the Trust and the Trustees created hereby shall terminate upon the latest to
occur  of  the  following:  (a)  the  distribution  by  the  Property Trustee to
Securityholders  upon  the liquidation of the Trust pursuant to Section 9.04, or
upon  the redemption of all of the Trust Securities pursuant to Section 4.02, of
all  amounts  or instruments required to be distributed hereunder upon the final
payment  of  the  Trust  Securities; (b) the payment of any expenses owed by the
Trust;  or  (c) the discharge of all administrative duties of the Administrative
Trustees,  including  the  performance  of  any  tax  reporting obligations with
respect  to  the  Trust  or  the  Securityholders.

     Section  9.04  Liquidation.

     (a)  If  any  Early  Termination Event specified in clause (ii) of  Section
9.02  occurs,  the  Trust  shall  be  liquidated  and the Property Trustee shall
distribute  the  Subordinated  Debentures  to the Securityholders as provided in
this  Section  9.04.

     (b)  In connection with a distribution of the Subordinated Debentures, each
Holder  of  Trust Securities shall be entitled to receive after the satisfaction
of  liabilities  to creditors of the Trust (as evidenced by a certificate of the
Administrative  Trustees),  a  Like Amount of Subordinated Debentures. Notice of
liquidation shall be given by the Trustees 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
Security  Register.  All  notices  of  liquidation  shall:

     (i)  state  the  Liquidation  Date;

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

     (iii)  provide  such  information  with  respect  to the mechanics by which
Holders  may  exchange Trust Securities Certificates for Subordinated Debentures
as  the  Administrative Trustees or the Property Trustee shall deem appropriate.

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

                                        34
<PAGE>
     (d) After the Liquidation Date, (i) the Trust Securities will no  longer be
deemed  to  be  Outstanding,  (ii)  certificates  representing  a Like Amount of
Subordinated  Debentures  will  be  issued  to  Holders  of  Trust  Securities
Certificates, upon surrender of such certificates to the Administrative Trustees
or  their  agent  for  exchange,  (iii) any Trust Securities Certificates not so
surrendered  for  exchange  will  be  deemed  to  represent  a  Like  Amount  of
Subordinated  Debentures,  accruing  interest  at  the  rate provided for in the
Subordinated  Debentures from the last Distribution Date on which a Distribution
was  made  on such Trust Certificates until such certificates are so surrendered
(and  until  such  certificates  are  so surrendered, no payments of interest or
principal  will be made to Holders of Trust Securities Certificates with respect
to  such Subordinated Debentures) and (iv) all rights of Securityholders holding
Trust Securities will cease, except the right of such Securityholders to receive
Subordinated  Debentures  upon  surrender  of  Trust  Securities  Certificates.

     (e)  The  Depositor  will  use  its  best  efforts to have the Subordinated
Debentures  that  are distributed in exchange for the Trust Preferred Securities
listed  on  such  securities exchange as the Trust Preferred Securities are then
listed.  The  Depositor  may elect to have the Subordinated Debentures issued in
book-entry  form  to  the  Clearing  Agency  or  its  nominee.

     Section  9.05 Bankruptcy. If an Early Termination Event specified in clause
(i)  of  Section  9.02 has occurred, the Trust shall be liquidated. The Property
Trustee  shall  distribute the Subordinated Debentures to the Securityholders as
provided  in  Section  9.04,  unless  such  distribution  is  determined  by the
Administrative  Trustees not to be practical, in which event the Holders will be
entitled to receive out of the assets of the Trust available for distribution to
Securityholders, after satisfaction of liabilities to creditors, an amount equal
to  the  Liquidation  Amount  per  Trust  Security  plus  accrued  and  unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution").  If  such  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  Trust  Common
Securities  will  be entitled to receive Liquidation Distributions upon any such
dissolution,  winding-up  or termination pro rata (determined as aforesaid) with
Holders  of  Trust  Preferred Securities, except that, if an Debenture Indenture
Event  of Default has occurred and is continuing, the Trust Preferred Securities
shall have a priority over the Trust Common Securities pursuant to Section 4.03.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

     Section  10.01  Guarantee  by  the  Depositor.  Subject  to  the  terms and
conditions  hereof,  the Depositor irrevocably and unconditionally guarantees to
each  person or entity to whom the Trust is now or hereafter becomes indebted or
liable  (the  "Beneficiaries") the full payment, when and as due, of any and all
Obligations  (as  hereinafter  defined)  to  such Beneficiaries. As used herein,
"Obligations"  means  any  indebtedness,  expenses  or liabilities of the Trust,
other than obligations of the Trust to pay to Holders of any Trust Securities or
other  similar  interests  in the Trust the amounts due such Holders pursuant to
the  terms of the Trust Preferred Securities or such other similar interests, as
the  case may be. Such guarantee is intended to be for the benefit of, and to be
enforceable  by,  all such Beneficiaries, whether or not such Beneficiaries have
received  notice  hereof.

     Section  10.02

     (a)  Limitation  of  Rights  of  Securityholders.  The bankruptcy, death or
dissolution  or  incapacity  of  any  Person  having  an interest, beneficial or
otherwise,  in  a  Trust  Security  shall  not  operate  to terminate this Trust
Agreement,  nor entitle the legal representatives or heirs of such Person or any
Securityholder for such Person, to claim an accounting, take any action or bring
any  proceeding  in  and  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.

     (b)  Limitation  on  Liability  of  Securityholders.  Pursuant  to  Section
3803(a)  of the Business Trust Act, the Securityholders shall be entitled to the
same  limitation  of  personal  liability  extended  to  stockholders of private
corporations for profit organized under the General Corporation Law of the State
of  Delaware.

                                        35
<PAGE>
     Section  10.03  Amendment.

     (a)  This  Trust  Agreement  may  be  amended  from  time  to  time  by the
Administrative  Trustees  and  the  Depositor,  without  the  consent  of  any
Securityholders  and,  except  as  provided in subsection (e) below, without the
consent  of  the  Property  Trustee  or  the  Delaware  Trustee, (i) to cure any
ambiguity,  correct or supplement any provision herein which may be inconsistent
with any other provision herein, or to make any other provisions with respect to
matters  or  questions  arising  under  this Trust Agreement, which shall not be
inconsistent  with  the  other  provisions  of  this  Trust Agreement, provided,
however,  that  any  such  amendment  shall not adversely affect in any material
respect the interests of any Securityholder, (ii) to modify, eliminate or add to
any  provisions  of this Trust Agreement to such extent as shall be necessary to
ensure  that  the Trust will not be classified as other than a grantor trust for
United  States federal income tax purposes at any time that any Trust Securities
are  outstanding;  provided,  however,  that,  in  the  case  of clause (i), any
amendments of this Trust Agreement shall become effective when notice thereof is
given  to  the Securityholders or (iii) to provide the Property Trustee with the
authority  to  execute on behalf of the Administrative Trustees Definitive Trust
Preferred  Securities  Certificates.

     (b)  Except  as  provided in Section 10.03(c) hereof, any provision in this
Trust Agreement may be amended by the Trust or the Trustees with (i) the consent
of  Securityholders  representing  not less than 66-2/3% (based upon Liquidation
Amounts)  of  the  Trust  Securities  then  Outstanding  and (ii) receipt by the
Trustees  of  an  Opinion  of  Counsel  to the effect that such amendment or the
exercise  of any power granted to the Trustees in accordance with such amendment
will  not affect the Trust's status as a grantor trust for United States federal
income  tax  purposes  or  the  Trust's  exemption from status of an "investment
company"  under  the  Investment  Company  Act.

     (c)  In  addition  to and notwithstanding any other provision in this Trust
Agreement,  without  the  consent  of each affected Securityholder (such consent
being  obtained  in  accordance  with  Section  6.03 or 6.06 hereof), this Trust
Agreement  may  not  be  amended  to  (i)  change  the  amount  or timing of any
Distribution  (or  payment upon redemption) on the Trust Securities or otherwise
adversely  affect  the  amount  of any Distribution (or payment upon redemption)
required  to  be made in respect of the Trust Securities as of a specified date,
(ii)  restrict  the  right  of  a  Securityholder  to  institute  suit  for  the
enforcement  of any such payment on or after such date, (iii) change the purpose
of the Trust, (iv) authorize the issuance of any additional beneficial interests
in the Trust, or (v) change the consent required pursuant to this Section 10.03.

     (d)  Notwithstanding  any  other  provisions  of  this Trust Agreement, the
Trustees  shall  not  enter  into  or  consent  to  any  amendment to this Trust
Agreement  which  would  cause  the  Trust to be treated other than as a grantor
trust  for  United  States  federal  income  tax purposes or to fail or cease to
qualify  for  the  exemption  from  status  of an "investment company" under the
Investment  Company  Act  of 1940, as amended, afforded by Rule 3a-5 thereunder.

     (e)  Without the consent of the Depositor, this Trust Agreement may  not be
amended  in  a  manner which imposes any additional obligation on the Depositor.
Without the consent of the Property Trustee or the Delaware Trustee, as the case
may  be,  this  Trust Agreement may not be amended in a manner which affects the
powers,  duties  or  rights  of  the  Property  Trustee or the Delaware Trustee,
respectively.  In executing any amendment permitted by this Trust Agreement, the
Trustees  shall  be  entitled to receive, and (subject to Section 8.01) shall be
fully protected in relying upon an Opinion of Counsel stating that the execution
of  such  amendment  is  authorized  or  permitted  by this Trust Agreement. Any
Trustee  may, but shall not be obligated to, enter into any such amendment which
affects  such Trustee's own rights, duties, immunities or liabilities under this
Trust  Agreement  or  otherwise.

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

     Section  10.04  Separability. In case any provision in this Trust Agreement
or  in  the  Trust  Securities  Certificates  shall  be  invalid,  illegal  or
unenforceable,  the  validity,  legality  and  enforceability  of  the remaining
provisions  shall  not  in  any  way  be  affected  or  impaired  thereby.

     Section  10.05  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 INTERNAL LAWS OF THE STATE OF DELAWARE.

                                        36
<PAGE>
     Section  10.06  Notice  of  Deferral of Distribution. In the event that the
Depositor exercises its right to extend an interest payment period in respect of
the  Subordinated  Debentures  pursuant  to  Section  104  of  the  Supplemental
Indenture and notice of such extension has been provided by the Depositor to the
Property  Trustee,  the  Property  Trustee  shall  give  written  notice of such
extension  and  of  the  deferral  of  the  related  Distribution  on  the Trust
Securities, by first-class mail, postage prepaid, mailed not later than ten days
prior  to  the Distribution Date upon which such Distribution would otherwise be
payable,  to  each Holder of Trust Preferred Securities at such Holder's address
appearing  in  the  Security  Register.

     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 Notice and Demand. 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 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,
(i)  in  the  case  of a Trust Preferred Securityholder, to such Trust Preferred
Securityholder  as such Securityholder's name and address appear on the Security
Register  and  (ii)  in  the  case  of  the  Trust  Common Securityholder or the
Depositor,  to  SEMCO Energy, Inc., 405 Water Street, P.O. Box 5026, Port Huron,
Michigan  48061-5026,  Attention:  Edric  R.  Mason,  Jr.,  Facsimile  No. (810)
989-4098. Such notice, demand or other communication to or upon a Securityholder
shall  be deemed to have been sufficiently given or made, for all purposes, upon
hand  delivery,  mailing  or  transmission.

     Any  notice,  demand  or other communication which by any provision of this
Trust  Agreement  is  required or permitted to be given or served to or upon the
Trust or the Trustees shall be given in writing addressed (until another address
is published by the Trust) as follows: (i) with respect to the Property Trustee,
Bank  One  Trust  Company, National Association, Corporate Trust Administration,
11th  Floor,  Suite  8110,  611  Woodward  Avenue, Detroit, Michigan 48226; with
respect  to  the  Delaware Trustee, Bank One Delaware, Inc., 3 Christina Centre,
201  N.  Walnut  St.,  Wilmington, Delaware 19801, Attention: Legal Department /
First USA with a copy to Bank One Trust Company, National Association, Corporate
Trust  Administration,  11th  Floor,  Suite  8110, 611 Woodward Avenue, Detroit,
Michigan  48226, as the case may be; and (ii) with respect to the Administrative
Trustees,  to  them  at  the  address above for notices to the Depositor, marked
Attention:  Administrative  Trustees of SEMCO Capital Trust I, c/o SEMCO Energy,
Inc.,  405  Water  Street, P.O. Box 5026, Port Huron, Michigan 48061-5026, Attn:
Edric  R.  Mason, Jr. Such notice, demand  or other communication to or upon the
Trust  or  the  Trustees shall be deemed to have been sufficiently given or made
only  upon  actual  receipt  of  the  writing  by  the  applicable  Trustee.

     Section  10.09  Agreement  Not  to  Petition.  Each of the Trustees and the
Depositor agrees for the benefit of the Securityholders that, until at least one
year  and one day after the Trust has been terminated in accordance with Article
IX,  it  shall  not file, or join in the filing of, a petition against the Trust
under  any  bankruptcy,  reorganization, arrangement, insolvency, liquidation or
other  similar  law (including, without limitation, the United States Bankruptcy
Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of
any  proceeding  against  the  Trust  under any Bankruptcy Law. In the event the
Depositor  takes action in violation of this Section 10.09, the Property Trustee
agrees,  for  the  benefit of Securityholders, that it shall file an answer with
the  bankruptcy  court or otherwise properly contest the filing of such petition
by  the Depositor against the Trust or the commencement of such action and raise
the defense that the Depositor has agreed in writing not to take such action and
should  be  stopped  and precluded therefrom and such other defenses, if any, as
counsel for the Trustees or the Trust may assert. The provisions of this Section
10.09  shall  survive  the  termination  of  this  Trust  Agreement.

                                        37
<PAGE>
     Section  10.10  Conflict  with  Trust  Indenture  Act.

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

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

     (c)  If  any  provision hereof limits, qualifies or conflicts with  another
provision hereof which is required to be included in this Trust Agreement by any
of  the  provisions  of  the  Trust Indenture Act, such required provision shall
control.

     (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.

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 TRUST GUARANTEE AND THE
SUBORDINATED DEBENTURE INDENTURE AND THIS TRUST AGREEMENT, AND PROVIDE NOTICE TO
SUCH  SECURITYHOLDER  AND  SUCH  OTHERS THAT THOSE TERMS AND PROVISIONS SHALL BE
BINDING,  OPERATIVE  AND  EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER
AND  SUCH  OTHERS.

     Section  10.11  Successors.  This Trust Agreement shall be binding upon and
shall  inure to the benefit of any successor to both the Trust and the Trustees,
including  any  successor  by  operation  of  law.

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

SEMCO  ENERGY,  INC.

By:  /s/William L. Johnson
     -------------------------------------------
     William  L.  Johnson
     Chairman  of  the  Board  and  Chief  Executive  Officer

                                        38
<PAGE>
BANK  ONE  TRUST  COMPANY,  NATIONAL  ASSOCIATION,
  as  Property  Trustee

By:  /s/Ernest J. Peck
     -------------------------------------------
     Ernest J. Peck,
     Title:  Vice President

BANK  ONE  DELAWARE,  INC.,
  as  Delaware  Trustee

By:  /s/J. Michael Banas
     -------------------------------------------
     J.  Michael  Banas
     Title:  Vice  President

/s/Sebastian Coppola
----------------------------------------------
Sebastian  Coppola,  as  Administrative  Trustee

/s/Edric R. Mason, Jr.
----------------------------------------------
Edric  R.  Mason,  Jr.,  as  Administrative  Trustee



                                        39
<PAGE>
                                    EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                              SEMCO CAPITAL TRUST I

     THIS CERTIFICATE OF TRUST OF SEMCO CAPITAL TRUST I (the "Trust"), is  being
duly  executed and filed by the undersigned as trustee, to form a business trust
under  the  Delaware  Business  Trust  Act  (12  Del., C. ss. 3801 et seq.) (the
"Act").

     1.     Name.  The  name  of  the  business  trust  to  be  formed  by  this
Certificate  of  Trust  is  SEMCO  Capital  Trust  I.

     2.     Delaware  Trustee.  The  name and business address of the trustee of
the  Trust  in  the  State  of Delaware are Bank One Delaware, Inc., 3 Christina
Centre,  201  N.  Walnut  St.,  Wilmington,  Delaware  19801

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

     IN  WITNESS WHEREOF, the undersigned, has duly executed this Certificate of
Trust  in  accordance  with  Section  3811(a)(1)  of  the  Act.


BANK  ONE  DELAWARE,  INC.,  not  in  its individual capacity but solely as
Trustee  of  the  Trust

By:  -------------------------------------------
   Name:  J.  Michael  Banas
   Title:  Vice  President


----------------------------------------------
Sebastian  Coppola,  as
Administrative  Trustee


----------------------------------------------
Edric  R.  Mason,  Jr.,  as
Administrative  Trustee


                                        1
<PAGE>
                                    EXHIBIT B

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

     THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") is made as
of  ___________,  between  SEMCO  Energy,  Inc.,  a  Michigan  corporation  (the
"Corporation"),  and  SEMCO  Capital  Trust  I,  a  Delaware business trust (the
"Trust").

     WHEREAS, the Trust intends to issue its Trust Common Securities (the "Trust
Common Securities") to the Corporation and to issue and sell SEMCO Capital Trust
I ____ % Trust Preferred Securities (the "Trust Preferred Securities") with such
powers,  preferences and special rights and restrictions as are set forth in the
Amended  and  Restated Trust Agreement of the Trust dated as of _______, 2000 as
the  same  may  be amended from time to time (the "Trust Agreement") and acquire
Series  ____%  Subordinated  Debentures  due  _________  (the  "Subordinated
Debentures")  from  the  Corporation;  and

     WHEREAS,  the  Corporation  is  the  issuer of the Subordinated Debentures.

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

                                    ARTICLE I

     Section  1.01.  Guarantee  by  the  Corporation.  Subject  to the terms and
conditions  hereof,  the  Corporation  hereby  irrevocably  and  unconditionally
guarantees  to  each  person  or  entity  to  whom the Trust is now or hereafter
becomes  indebted  or liable (the "Beneficiaries") the full payment, when and as
due,  of any and all Obligations (as hereinafter defined) to such Beneficiaries.
As used herein, "Obligations" means any indebtedness, expenses or liabilities of
the  Trust,  other  than obligations of the Trust to pay to holders of any Trust
Securities  or other similar interests in the Trust the amounts due such holders
pursuant  to  the  terms of the Trust Preferred Securities or such other similar
interests,  as the case may be. This Agreement is intended to be for the benefit
of,  and  to  be  enforceable  by,  all  such Beneficiaries, whether or not such
Beneficiaries  have  received  notice  hereof.

     Section  1.02.  Term of Agreement. This Agreement shall terminate and be of
no  further  force  and effect upon the date on which there are no Beneficiaries
remaining; provided, however, that this Agreement shall continue to be effective
or  shall  be reinstated, as the case may be, if at any time any holder of Trust
Preferred  Securities  or  any Beneficiary must restore payment of any sums paid
under  the  Trust  Preferred  Securities,  under any Obligation, under the Trust
Guarantee  Agreement dated the date hereof by the Corporation and Bank One Trust
Company, National Association, as guarantee trustee, or under this Agreement for
any  reason whatsoever. This Agreement is continuing, irrevocable, unconditional
and  absolute.

     Section  1.03.  Waiver  of  Notice. The Corporation hereby waives notice of
acceptance  of  this  Agreement and of any Obligation to which it applies or may
apply,  and  the  Corporation  hereby  waives  presentment,  demand for payment,
protest,  notice of nonpayment, notice of dishonor, notice of redemption and all
other  notices  and  demands.

     Section  1.04.  No  Impairment.  The obligations, covenants, agreements and
duties  of  the  Corporation under this Agreement shall in no way be affected or
impaired  by  reason of the happening from time to time of any of the following:

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

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

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

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

     Section  1.05.  Enforcement.  A  Beneficiary  may  enforce  this  Agreement
directly  against the Corporation and the Corporation waives any right or remedy
to  require  that any action be brought against the Trust or any other person or
entity  before  proceeding  against  the  Corporation.

                                   ARTICLE II

     Section  2.01.  Binding  Effect. All guarantees and agreements contained in
this  Agreement  shall  bind  the  successors,  assigns, receivers, trustees and
representatives  of  the  Corporation  and  shall  inure  to  the benefit of the
Beneficiaries.

     Section  2.02.  Amendment.  So long as there remains any Beneficiary or any
Trust Preferred Securities are outstanding, this Agreement shall not be modified
or  amended  in  any manner adverse to such Beneficiary or to the holders of the
Trust  Preferred  Securities.

     Section  2.03. Notices. Any notice, request or other communication required
or  permitted  to be given hereunder shall be given in writing by delivering the
same  against receipt therefor by facsimile transmission (confirmed by mail), or
by registered or certified mail, addressed as follows (and if so given, shall be
deemed  given  when  mailed),  to-wit:

SEMCO  Capital  Trust  I
c/o  SEMCO  Energy,  Inc.
405  Water  Street
Port  Huron,  Michigan  48061-5026
Facsimile  No.:  (810)  989-4098
Attention:  Edric  R.  Mason,  Jr.

SEMCO  Energy,  Inc.
405  Water  Street
Port  Huron,  Michigan  48061-5026
Facsimile  No.:  (810)  989-4098
Attention:  Sherry  L.  Abbott



                                        2
<PAGE>

     Section  2.04.  Choice  of  Law.  THIS  AGREEMENT  SHALL BE GOVERNED BY AND
CONSTRUED  AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN.

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

          SEMCO  ENERGY,  INC.

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

          SEMCO  CAPITAL  TRUST  I

          By:  ----------------------------------------------
               Sebastian  Coppola,  as  Administrative  Trustee

          By:  ----------------------------------------------
               Edric  R.  Mason,  Jr.,  as  Administrative  Trustee


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<PAGE>
                                    EXHIBIT C

                      THIS CERTIFICATE IS NOT TRANSFERABLE
                         EXCEPT AS PROVIDED IN THE TRUST
                          AGREEMENT REFERRED TO HEREIN

CERTIFICATE  NUMBER     NUMBER  OF  TRUST  COMMON  SECURITIES
      C-1

                 CERTIFICATE EVIDENCING TRUST COMMON SECURITIES
                                       OF
                              SEMCO CAPITAL TRUST I

                             TRUST COMMON SECURITIES
               (LIQUIDATION AMOUNT $25 PER TRUST COMMON SECURITY)

     SEMCO  Capital Trust I, a statutory business trust formed under the laws of
the  State  of Delaware (the "Trust"), hereby certifies that SEMCO Energy, Inc.,
(the  "Holder") is the registered owner of ______ Trust Common Securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated  the Trust Common Securities (Liquidation Amount $25 per Trust Common
Security)  (the  "Trust  Common Securities"). In accordance with Section 5.10 of
the  Trust  Agreement  (as  defined  below)  the Trust Common Securities are not
transferable,  except  by operation of law or to an Affiliate of the Holder or a
permitted  successor  under Section 801 of the Subordinated Debenture Indenture,
dated  as  of  April  _,  2000,  between  the Holder and Bank One Trust Company,
National  Association  as  trustee,  and  any attempted transfer hereof shall be
void.  The designations, rights, privileges, restrictions, preferences and other
terms  and  provisions of the Trust Common Securities are set forth in, and this
certificate  and  the  Trust Common Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated  Trust  Agreement  of the Trust dated as of April __, 2000, as the same
may  be  amended  from  time  to  time  (the  "Trust  Agreement"), including the
designation  of  the  terms of the Trust Common Securities as set forth therein.
The  Trust  will  furnish  a  copy  of the Trust Agreement to the Holder without
charge  upon  written request to the Trust at its principal place of business or
registered  office.

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

     IN  WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this  certificate  this  _____day  of  April,  2000

          SEMCO  Capital  Trust  I

          By:  ---------------------------------------------
               Sebastian  Coppola
               as  Administrative  Trustee

          By:  ---------------------------------------------
               Edric  R.  Mason,  Jr.,
               as  Administrative  Trustee




                                        1
<PAGE>
                          CERTIFICATE OF AUTHENTICATION

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

          ------------------------------------------------
          Sebastian  Coppola,  as  Administrative  Trustee

                                        2
<PAGE>
                                    EXHIBIT D

     Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to SEMCO Capital Trust
I  or  its  agent  for  registration  of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as  is requested by an authorized representative of DTC (and any payment made to
Cede  &  Co.  or  to  such  other  entity  as  is  requested  by  an  authorized
representative  of  DTC), any transfer, pledge, or other use hereof for value or
otherwise  by  or  to  any  person  is wrongful inasmuch as the registered owner
thereof,  Cede  &  Co.,  has  an  interest  herein.

CERTIFICATE  NUMBER     NUMBER  OF  TRUST  PREFERRED  SECURITIES
     P-     CUSIP  NO.

                CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES
                                       OF
                              SEMCO CAPITAL TRUST I

                       _____ % TRUST PREFERRED SECURITIES
              (LIQUIDATION AMOUNT $25 PER TRUST PREFERRED SECURITY)

     SEMCO  Capital Trust I, a statutory business trust formed under the laws of
the  State  of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder")  is  the  registered owner of ______ Trust Preferred Securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated  the  SEMCO  Capital  Trust  I  ____  %  Trust  Preferred  Securities
(Liquidation  Amount  $25  per  Trust  Preferred Security) (the "Trust Preferred
Securities").  The  Trust Preferred Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer as provided in
Section  5.04  of  the  Trust  Agreement  (as  defined below). The designations,
rights,  privileges, restrictions, preferences and other terms and provisions of
the  Trust  Preferred  Securities are set forth in, and this certificate and the
Trust  Preferred  Securities  represented  hereby  are  issued  and shall in all
respects  be  subject  to  the terms and provisions of, the Amended and Restated
Trust  Agreement  of  the Trust, dated as of _________, 2000, as the same may be
amended  from time to time (the "Trust Agreement"), including the designation of
the terms of Trust Preferred Securities as set forth therein. The holder of this
certificate  is entitled to the benefits of a guarantee by SEMCO Energy, Inc., a
Michigan  corporation  (the  "Corporation"),  pursuant  to  a  Trust  Guarantee
Agreement  between  the  Corporation  and  Bank  One  Trust  Company,  National
Association,  as guarantee trustee, dated as of _________, 2000, as the same may
be  amended  from  time  to time (the "Trust Guarantee"), to the extent provided
therein.  The  Trust  will  furnish  a copy of the Trust Agreement and the Trust
Guarantee  to the holder of this certificate without charge upon written request
to  the  Trust  at  its  principal  place  of  business  or  registered  office.




                                        1
<PAGE>

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

     IN  WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this  certificate  this  _____  day  of  _________,  ____.

     SEMCO  CAPITAL  TRUST  I

     By:  ----------------------------------------------
          Sebastian  Coppola,  as  Administrative  Trustee

     By:  ----------------------------------------------
          Edric  R.  Mason,  Jr.,  as  Administrative  Trustee

                          CERTIFICATE OF AUTHENTICATION

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

     -------------------------------------------------
     Sebastian  Coppola,  as  Administrative  Trustee


                                        2
<PAGE>
                                   ASSIGNMENT

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

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

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

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

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

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

(Insert  address  and  zip  code  of  assignee)
and  irrevocably  appoints

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

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

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

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

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

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

Signature:  -------------------------

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




DETROIT  15245-21  508915-3


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