Exhibit4f(7)        




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                           AMENDED AND RESTATED

                              TRUST AGREEMENT

                                   among

               ATLANTIC CITY ELECTRIC COMPANY, as Depositor,

                 The Bank of New York, as Property Trustee
          and The Bank of New York (Delaware) as Delaware Trustee

                                    and

                 THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                        Dated as of October 1, 1996


                            ATLANTIC CAPITAL I

=================================================================<PAGE>

                             TABLE OF CONTENTS

                                                                       Page
                                                                           

                                 ARTICLE I
                               DEFINED TERMS . . . . . . . . . . . . . .  1

    SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . .1

                                ARTICLE II
                        ESTABLISHMENT OF THE TRUST . . . . . . . . . . . 11

    SECTION 2.1. Name. . . . . . . . . . . . . . . . . . . . . . . . . . 11
    SECTION 2.2. Office of the Delaware
                   Trustee; Principal
                   Place of Business . . . . . . . . . . . . . . . . . . 11
    SECTION 2.3. Initial Contribution of
                   Trust Property;
                   Organizational
                   Expenses. . . . . . . . . . . . . . . . . . . . . . . 11
    SECTION 2.4. Issuance of the
                   Preferred Securities. . . . . . . . . . . . . . . . . 11
    SECTION 2.5. Issuance of Common Securities; Subscription 
                   and Purchase of Debentures. . . . . . . . . . . . . . 12
    SECTION 2.6. Declaration of Trust. . . . . . . . . . . . . . . . . . 12
    SECTION 2.7. Authorization to Enter into Certain
                 Transactions. . . . . . . . . . . . . . . . . . . . . . 13
    SECTION 2.8. Assets of Trust . . . . . . . . . . . . . . . . . . . . 17
    SECTION 2.9. Title to Trust Property . . . . . . . . . . . . . . . . 17

                                ARTICLE III
                              PAYMENT ACCOUNT. . . . . . . . . . . . . . 17

    SECTION 3.1. Payment Account . . . . . . . . . . . . . . . . . . . . 17

                                ARTICLE IV
                         DISTRIBUTIONS; REDEMPTION . . . . . . . . . . . 18

    SECTION 4.1. Distributions . . . . . . . . . . . . . . . . . . . . . 18
    SECTION 4.2. Redemption. . . . . . . . . . . . . . . . . . . . . . . 19
    SECTION 4.3. Subordination of Common
                   Securities. . . . . . . . . . . . . . . . . . . . . . 21
    SECTION 4.4. Payment Procedures. . . . . . . . . . . . . . . . . . . 21
    SECTION 4.5. Tax Returns and Reports . . . . . . . . . . . . . . . . 21
    SECTION 4.6. Payment of Taxes, Duties, Etc. of the Trust . . . . . . 22
    SECTION 4.7. Payments under Indenture. . . . . . . . . . . . . . . . 22

                                 ARTICLE V
                      TRUST SECURITIES CERTIFICATES  . . . . . . . . . . 22

    SECTION 5.1. Initial Ownership . . . . . . . . . . . . . . . . . . . 22
    SECTION 5.2. The Trust Securities
                   Certificates. . . . . . . . . . . . . . . . . . . . . 22
    SECTION 5.3. Execution and Delivery
                   of Trust Securities
                   Certificates. . . . . . . . . . . . . . . . . . . . . 23
    SECTION 5.4. Registration of Transfer
                   and Exchange of
                   Preferred Securities
                   Certificates. . . . . . . . . . . . . . . . . . . . . 23
    SECTION 5.5. Mutilated, Destroyed,
                   Lost or Stolen Trust
                   Securities
                   Certificates. . . . . . . . . . . . . . . . . . . . . 24
    SECTION 5.6. Persons Deemed
                   Securityholders . . . . . . . . . . . . . . . . . . . 24
    SECTION 5.7. Access to List of
                   Securityholders' Names
                   and Addresses . . . . . . . . . . . . . . . . . . . . 25
    SECTION 5.8. Maintenance of Office or
                   Agency. . . . . . . . . . . . . . . . . . . . . . . . 25
    SECTION 5.9. Appointment of Paying
                   Agent . . . . . . . . . . . . . . . . . . . . . . . . 25
    SECTION 5.10.  Ownership of Common Securities by Depositor . . . . . 26
    SECTION 5.11.  Book-Entry Preferred Securities
                   Certificates; 
                 Common Securities Certificate . . . . . . . . . . . . . 26
    SECTION 5.12.  Notices to Clearing
                     Agency. . . . . . . . . . . . . . . . . . . . . . . 27
    SECTION 5.13.  Definitive Preferred
                     Securities
                     Certificates. . . . . . . . . . . . . . . . . . . . 28
    SECTION 5.14.  Rights of
                     Securityholders . . . . . . . . . . . . . . . . . . 28

                                ARTICLE VI
                 ACTS OF SECURITYHOLDERS; MEETINGS; VOTING . . . . . . . 29

    SECTION 6.1. Limitations on Voting
                   Rights. . . . . . . . . . . . . . . . . . . . . . . . 29
    SECTION 6.2. Notice of Meetings. . . . . . . . . . . . . . . . . . . 30
    SECTION 6.3. Meetings of Preferred
                   Securityholders . . . . . . . . . . . . . . . . . . . 30
    SECTION 6.4. Voting Rights . . . . . . . . . . . . . . . . . . . . . 31
    SECTION 6.5. Proxies, etc. . . . . . . . . . . . . . . . . . . . . . 31
    SECTION 6.6. Securityholder Action by
                   Written Consent . . . . . . . . . . . . . . . . . . . 31
    SECTION 6.7. Record Date for Voting and Other Purposes . . . . . . . 31
    SECTION 6.8. Acts of Securityholders . . . . . . . . . . . . . . . . 32
    SECTION 6.9. Inspection of Records . . . . . . . . . . . . . . . . . 33

                                ARTICLE VII. . . . . . . . . . . . . . . 33
              REPRESENTATIONS AND WARRANTIES OF THE PROPERTY
                     TRUSTEE AND THE DELAWARE TRUSTEE. . . . . . . . . . 33

    SECTION 7.1.   Property Trustee. . . . . . . . . . . . . . . . . . . 33
    SECTION 7.2. Delaware Trustee. . . . . . . . . . . . . . . . . . . . 34
    SECTION 7.3. Representations and Warranties of Depositor . . . . . . 34

                               ARTICLE VIII
                               THE TRUSTEES. . . . . . . . . . . . . . . 35

    SECTION 8.1. Certain Duties and
                   Responsibilities. . . . . . . . . . . . . . . . . . . 35
    SECTION 8.2. Certain Notices.. . . . . . . . . . . . . . . . . . . . 36
    SECTION 8.3. Certain Rights of
                   Property Trustee. . . . . . . . . . . . . . . . . . . 37
    SECTION 8.4. Not Responsible for
                   Recitals or Issuance
                   of Securities . . . . . . . . . . . . . . . . . . . . 39
    SECTION 8.5. May Hold Securities . . . . . . . . . . . . . . . . . . 40
    SECTION 8.6. Compensation; Indemnity;
                   Fees. . . . . . . . . . . . . . . . . . . . . . . . . 40
    SECTION 8.7. Corporate Property Trustee Required; 
                   Eligibility of Trustees . . . . . . . . . . . . . . . 41
    SECTION 8.8. Conflicting Interests . . . . . . . . . . . . . . . . . 41
    SECTION 8.9. Co-Trustees and Separate
                   Trustee . . . . . . . . . . . . . . . . . . . . . . . 41
    SECTION 8.10.  Resignation and Removal;
                     Appointment of
                     Successor . . . . . . . . . . . . . . . . . . . . . 43
    SECTION 8.11.  Acceptance of
                     Appointment by
                     Successor . . . . . . . . . . . . . . . . . . . . . 44
    SECTION 8.12.  Merger, Conversion,
                     Consolidation or
                     Succession to Business. . . . . . . . . . . . . . . 45
    SECTION 8.13.  Preferential Collection
                     of Claims Against
                     Depositor or Trust. . . . . . . . . . . . . . . . . 45
    SECTION 8.14.  Reports by Property
                     Trustee . . . . . . . . . . . . . . . . . . . . . . 46
    SECTION 8.15.  Reports to the Property
                     Trustee . . . . . . . . . . . . . . . . . . . . . . 46
    SECTION 8.16.  Evidence of Compliance
                     with Conditions
                     Precedent . . . . . . . . . . . . . . . . . . . . . 46
    SECTION 8.17.  Number of Trustees. . . . . . . . . . . . . . . . . . 46
    SECTION 8.18.  Delegation of Power . . . . . . . . . . . . . . . . . 47

                                ARTICLE IX
                    TERMINATION, LIQUIDATION AND MERGER. . . . . . . . . 47

    SECTION 9.1. Termination Upon
                   Expiration Date . . . . . . . . . . . . . . . . . . . 47
    SECTION 9.2. Early Termination . . . . . . . . . . . . . . . . . . . 47
    SECTION 9.3. Termination . . . . . . . . . . . . . . . . . . . . . . 48
    SECTION 9.4. Liquidation . . . . . . . . . . . . . . . . . . . . . . 48
    SECTION 9.5. Mergers, Consolidations,
                   Amalgamations or
                   Replacements of the
                   Trust . . . . . . . . . . . . . . . . . . . . . . . . 49

                                 ARTICLE X
                         MISCELLANEOUS PROVISIONS. . . . . . . . . . . . 50

    SECTION 10.1.  Limitation of Rights of
                     Securityholders . . . . . . . . . . . . . . . . . . 50
    SECTION 10.2.  Amendment . . . . . . . . . . . . . . . . . . . . . . 51
    SECTION 10.3.  Separability. . . . . . . . . . . . . . . . . . . . . 52
    SECTION 10.4.  GOVERNING LAW.. . . . . . . . . . . . . . . . . . . . 52
    SECTION 10.5.  Payments Due on
                     Non-Business Day. . . . . . . . . . . . . . . . . . 52
    SECTION 10.6.  Successors. . . . . . . . . . . . . . . . . . . . . . 52
    SECTION 10.7.  Headings. . . . . . . . . . . . . . . . . . . . . . . 53
    SECTION 10.8.  Reports, Notices and
                     Demands . . . . . . . . . . . . . . . . . . . . . . 53
    SECTION 10.9.  Agreement Not to
                     Petition. . . . . . . . . . . . . . . . . . . . . . 53
    SECTION 10.10. Trust Indenture Act;
                     Conflict with Trust
                     Indenture Act . . . . . . . . . . . . . . . . . . . 54
    SECTION 10.12. Counterparts. . . . . . . . . . . . . . . . . . . . . 55



Exhibit A          Certificate of Trust
Exhibit B          Form of Certificate Depository Agreement 
Exhibit C          Form of Common Securities Certificate 
Exhibit D          Form of Expense Agreement
Exhibit E          Form of Preferred Securities

<PAGE>
         AMENDED AND RESTATED TRUST AGREEMENT, dated as of
October 1, 1996, among (i) Atlantic City Electric Company, a New
Jersey corporation (including any successors or assigns, the
"Depositor"), (ii) The Bank of New York, a New York banking
corporation duly organized and existing under the laws of the
State of New York, as property trustee (in such capacity, the
"Property Trustee" and, in its separate corporate capacity and
not in its capacity as Property Trustee, the "Bank"), (iii) The
Bank of New York (Delaware), as Delaware trustee (the "Delaware
Trustee"), (iv) Robert K. Marshall, an individual, and Stephanie
M. Scola, an individual, each of whose address is c/o Atlantic
City Electric Company, 6801 Black Horse Pike, Egg Harbor
Township, New Jersey 08234-4130 (each, an "Administrative
Trustee" and, collectively, the "Administrative Trustees" and,
collectively with the Property Trustee and Delaware Trustee, the
"Trustees") and (v) the several Holders, as hereinafter defined.


                           W I T N E S S E T H :


         WHEREAS, the Depositor and the Delaware Trustee have
heretofore duly declared and established a business trust
pursuant to the Delaware Business Trust Act by the entering into
of that certain Trust Agreement, dated as of June 20, 1996 (the
"Original Trust Agreement"), and by the execution and filing by
the Delaware Trustee with the Secretary of State of the State of
Delaware of the Certificate of Trust, filed on June 20, 1996,
attached as Exhibit A (the "Certificate of Trust"); and

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

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


                                 ARTICLE I

                               DEFINED TERMS

         SECTION 1.1.  Definitions.  For all purposes of this
Trust Agreement, except as otherwise expressly provided or unless
the context otherwise requires:

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

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

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

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

         "Act" has the meaning specified in Section 6.8.

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

         "Additional Sums" has the meaning specified in Section
10.5 of the Indenture.

         "Administrative Trustee" means each of Robert K.
Marshall and Stephanie M. Scola, each solely in such person's
capacity as Administrative Trustee of the Trust formed and
continued hereunder and not in such person's individual capacity,
or such Administrative Trustee's successor in interest in such
capacity, or any successor trustee appointed as herein provided.

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

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

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

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

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

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

         "Board Resolution" means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the
Depositor to have been duly adopted by the Depositor's Board of
Directors, or such committee of the Board of Directors or
officers of the Company to which authority to act on behalf of
the Board of Directors has been delegated, and to be in full
force and effect on the date of such certification, and delivered
to the Trustees. 

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

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

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

         "Certificate of Trust" has the meaning specified in the
recitals hereof.

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

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

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

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

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

         "Common Security" means an undivided beneficial
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.

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

         "Corporate Trust Office" means the principal office of
the Property Trustee located in New York, New York, which at the
date hereof is 101 Barclay Street, New York, New York 10286.

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

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

         "Debenture Tax Event" means a "Tax Event" as defined in
the Indenture.

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

         "Debentures" means the aggregate principal amount of
the Depositor's 8.25% Junior Subordinated Deferrable Interest
Debentures, issued pursuant to the Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Indenture" means the Junior Subordinated Indenture,
dated as of October 1, 1996, between the Depositor and the
Debenture Trustee, as trustee, as amended or supplemented from
time to time.

         "Investment Company Event" means the receipt by the
Trust of an Opinion of Counsel, rendered by a law firm having a
recognized national tax and securities practice, to the effect
that, as a result of the occurrence of a change in law or
regulation or a change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or
regulatory authority (a "Change in 1940 Act Law"), the Trust is
or will be considered an "investment company" that is required to
be registered under the 1940 Act, which Change in 1940 Act Law
becomes effective on or after the date of original issuance of
the Preferred Securities under this Trust Agreement.

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

         (b)  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 Preferred Securities;
    provided that, if such Preferred Securities are to be
    redeemed, notice of such redemption has been duly given
    pursuant to this Trust Agreement; and

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

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

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

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

         "Payment Account" means a segregated
non-interest-bearing corporate trust account maintained by the
Property Trustee with the Bank in its trust department for the
benefit of the Securityholders in which all amounts paid in
respect of the Debentures will be held and from which the
Property Trustee or Paying Agent in accordance with Section 5.9
shall make payments to the Securityholders in accordance with
Sections 4.1 and 4.2.

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

         "Preferred Security" means an undivided beneficial
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.

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

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

         "Redemption Date" means, with respect to any Trust
Security to be redeemed, the date fixed for such redemption by or
pursuant to this Trust Agreement; provided that each Debenture
Redemption Date and the Stated Maturity of the Debentures (as
defined in the Indenture) shall be a Redemption Date for a Like
Amount of Trust Securities.

         "Redemption Price" means, with respect to Redemption
Date of any Trust Security, the Liquidation Amount of such Trust
Security, plus accumulated and unpaid Distributions to such
Redemption Date, plus the related amount of the premium, if any,
paid by the Depositor upon the concurrent redemption of a Like
Amount of Debentures, allocated on a pro rata basis (based on
Liquidation Amounts) among the Trust Securities.

         "Registrar" shall mean the registrar for the Preferred
Securities appointed by Depositor to Section 5.4 and shall be
initially The Bank of New York.

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

         "Responsible Officer," when used with respect to the
Property Trustee means an officer of the Property Trustee
assigned by the Property Trustee to administer its corporate
trust matters.

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

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

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

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

         "Transfer Agent" shall mean one or more transfer agents
for the Preferred Securities appointed by the Depositor pursuant
to Section 5.4 and shall be initially The Bank of New York.

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

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

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

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

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

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

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

         "Underwriting Agreement" means the Underwriting
Agreement, dated September 26, 1996, among the Trust, the
Depositor and the Underwriters named therein.


                                ARTICLE II

                        ESTABLISHMENT OF THE TRUST

         SECTION 2.1.  Name.  The Trust heretofore created and
continued hereby shall be known as "Atlantic Capital I," as such
name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust
Securities and the other Trustees, in which name the Trustees
engage in the transactions contemplated hereby, make and execute
contracts and other instruments on behalf of the Trust and sue
and be sued.

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

         The address of the Delaware Trustee in the State of
Delaware is c/o The Bank of New York (Delaware), White Clay
Center, Route 273 Newark, Delaware, 19711, or such other address
in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Depositor.  The
principal executive office of the Trust is c/o Atlantic City
Electric Company, 6801 Black Horse Pike, Egg Harbor Township, New
Jersey 08234-4130.

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

         The Property Trustee acknowledges receipt in trust from
the Depositor in connection with the Original Trust Agreement of
the sum of $10, which constituted the initial Trust Property. 
The Depositor shall pay organizational expenses of the Trust as
they arise or shall, upon request of any Trustee, promptly
reimburse such Trustee for any such expenses paid by such
Trustee.  The Depositor shall make no claim upon the Trust
Property for the payment of such expenses.

         SECTION 2.4.  Issuance of the Preferred Securities.

         On September 26, 1996 the Depositor, on behalf of the
Trust and pursuant to the Original Trust Agreement, executed and
delivered the Underwriting Agreement.  Contemporaneously with the
execution and delivery of this Trust Agreement, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.2 and deliver to the Underwriters named in the
Underwriting Agreement Preferred Securities Certificates,
registered in the name of the nominee of the initial Clearing
Agency, in an aggregate amount of 2,800,000 Preferred Securities
having an aggregate Liquidation Amount of $70,000,000, against
receipt of the aggregate purchase price of such Preferred
Securities of $70,000,000, which amount the Trust shall promptly
deliver or direct to be delivered to the Depositor. 

         SECTION 2.5.  Issuance of Common Securities;
Subscription and Purchase of                     Debentures.

         On the Closing Date, an Administrative Trustee, on
behalf of the Trust, (i) shall execute and deliver to the
Depositor Common Securities Certificates, registered in the name
of the Depositor, evidencing 86,598 Common Securities having an
aggregate Liquidation Amount of $2,164,950 against payment
therefor of $2,164,950, and (ii) shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the
Property Trustee on behalf of the Trust, in an aggregate
principal amount of $72,164,950 against payment therefor of
$72,164,950.


         SECTION 2.6.   Declaration of Trust; Appointment of
Property Trustee and Administrative Trustees.

         The exclusive purposes and functions of the Trust are
(a) to issue and sell Trust Securities and use the proceeds from
such sale to acquire the Debentures and (b) to engage in those
activities necessary, convenient or incidental thereto.  The
Depositor hereby appoints the Trustees as trustees of the Trust,
to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment.  The
Property Trustee hereby declares that it will hold the Trust
Property in trust upon and subject to the conditions set forth
herein for the benefit of the Securityholders.  The
Administrative Trustees shall have all rights, powers and duties
set forth herein and in accordance with applicable law with
respect to accomplishing the purposes of the Trust.  Anything in
this Trust Agreement to the contrary notwithstanding, the
Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein.  The Delaware Trustee shall be one of
the Trustees of the Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware
Business Trust Act.

<PAGE>
         SECTION 2.7.  Authorization to Enter into Certain
Transactions.

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


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

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

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

                   (C)  to qualify the Trust to do business in
                 any jurisdiction as may be necessary or
                 desirable;

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

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

                   (F)  assisting in the listing of the
                 Preferred Securities upon such national
                 securities exchange, the Nasdaq National Market
                 or such other interdealer quotation system or
                 self-regulatory organization as shall be
                 determined by the Depositor and the
                 registration of the Preferred Securities under
                 the Exchange Act and the preparation and filing
                 of all periodic and other reports and other
                 documents pursuant to the foregoing;

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

                   (H)  the appointment of a Paying Agent,
                 authenticating agent and a Registrar in
                 accordance with this Trust Agreement;

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

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

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

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

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

                   (A)  the establishment of the Payment
                 Account;

                   (B)  the receipt of the Debentures;

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

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

                   (E)  subject to the applicable provisions of
                 this Trust Agreement, the exercise of all of
                 the rights, powers and privileges of a holder
                 of the Debentures, which the Property Trustee,
                 in its sole discretion, deems necessary or
                 advisable to exercise under the circumstances;

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

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

                   (H)  to the extent provided in this Trust
                 Agreement, the winding-up of the affairs of and
                 liquidation of the Trust and the execution of
                 the certificate of cancellation to be prepared
                 and filed by the Administrative Trustees with
                 the Secretary of State of the State of
                 Delaware;

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

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

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

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

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

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

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

                 (iii)  the preparation for filing by the Trust and
         execution on behalf of the Trust of an application to
         the New York Stock Exchange or any other national stock
         exchange or the Nasdaq National Market for listing upon
         notice of issuance of any Preferred Securities file or
         cause the Administrative Trustees to file thereafter
         with such exchange such notifications and documents as
         may be necessary from time to time to maintain such
         listing;

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

                 (v)    the negotiation of the terms of, and the
         execution and delivery of, the Underwriting Agreement
         providing for the sale of the Preferred Securities and
         such other agreements as may be necessary or desirable
         in connection with the consummation thereof; and

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

         (d)     Notwithstanding anything herein to the
contrary, the Administrative Trustees are authorized and directed
to conduct the affairs of the Trust and to operate the Trust so
that the Trust will not be deemed to be an "investment company"
required to be registered under the 1940 Act, or taxed as other
than a grantor trust for United States federal income tax
purposes and so that the Debentures will be treated as
indebtedness of the Depositor for United States federal income
tax purposes.  In this connection, subject to the provisions of
Section 10.2, the Depositor and the Administrative Trustees are
authorized to take any  action, not inconsistent with applicable
law, the Certificate of Trust as amended or restated from time to
time or this Trust Agreement, that each of the Depositor and the
Administrative Trustees determines in their discretion to be
necessary or desirable for such purposes, as long as such action
does not adversely affect in any material respect the interests
of the holders of the Preferred Securities. 

         SECTION 2.8.  Assets of Trust.

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

         SECTION 2.9.  Title to Trust Property.

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


                                ARTICLE III

                              PAYMENT ACCOUNT

         SECTION 3.1.  Payment Account.

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

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


                                ARTICLE IV

                         DISTRIBUTIONS; REDEMPTION

         SECTION 4.1.  Distributions.

         (a)     Distributions on the Trust Securities shall be
cumulative, and will accumulate whether or not there are funds of
the Trust available for the payment of Distributions.   
Distributions shall accrue from the Closing Date, and, except in
the event that the Depositor exercises its right to defer the
payment of interest on the Debentures pursuant to Section 3.1 of
the Indenture, shall be payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year, commencing on
December 31, 1996.  Distributions on the Trust Securities will
accumulate from the Closing Date.  If any date on which a
Distribution is otherwise payable on the Trust Securities is not
a Business Day, then the payment of such Distribution shall be
made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next
succeeding calendar year, payment of such Distribution shall be
made on the immediately preceding Business Day, in each case with
the same force and effect as if made on such date (each date on
which distributions are payable in accordance with this Section
4.1(a), a "Distribution Date").

         (b)  The Trust Securities represent undivided
beneficial interests in the Trust Property, and, the
Distributions on the Trust Securities shall be payable at a rate
of 8.25% per annum of the Liquidation Amount of the Trust
Securities.  The amount of Distributions payable on December 31,
1996 will be computed on the basis of 89 days in a 360-day year. 
The amount of Distributions payable for any full quarterly period
thereafter shall be computed on the basis of a 360-day year of
twelve 30-day months.  The amount of Distributions for any
partial period shall be computed on the basis of the actual
number of days elapsed in a 360-day year of twelve 30-day months. 
The amount of Distributions payable for any period shall include
the Additional Amounts, if any.

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

         (d)  Distributions on the Trust Securities with respect
to a Distribution Date (other than a Redemption Date) shall be
payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date,
which shall be one Business Day prior to such Distribution Date;
provided, however, that in the event that the Preferred
Securities do not remain in book-entry-only form, the relevant
record date shall be the date 15 days prior to such Distribution
Date.

         SECTION 4.2.  Redemption.

         (a)  On each Debenture Redemption Date and on the 
Stated Maturity of the Debentures (as defined in the Indenture),
the Trust will be required to redeem a Like Amount of Trust
Securities at the Redemption Price.

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

                 (i)    the Redemption Date;

                 (ii)   the Redemption Price;

                 (iii)  the CUSIP number;

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

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

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

         (d)     If the Property Trustee gives a notice of
redemption in respect of any Preferred Securities, then, by 12:00
noon, New York City time, on the Redemption Date, subject to
Section 4.2(c), the Property Trustee shall, so long as the
Preferred Securities are in book-entry-only form, irrevocably
deposit with the Clearing Agency for the Preferred  Securities
funds sufficient to pay the applicable Redemption Price and shall 
give such Clearing Agency irrevocable instructions and authority
to pay the Redemption Price to the holders thereof.  If the
Preferred Securities are no longer in book-entry-only form, the
Property Trustee, subject to Section 4.2(c), shall irrevocably
deposit with the Paying Agent funds sufficient to pay the
applicable Redemption Price and shall give the Paying Agent 
irrevocable instructions and authority to pay the Redemption
Price to the Holders thereof upon surrender of their Preferred
Securities Certificates.  Notwithstanding the foregoing,
Distributions payable prior to the Redemption Date for any Trust
Securities called for redemption shall be payable to the Holders
of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates
for the related Distribution Dates.  If notice of redemption
shall have been given and funds deposited as required, then upon
such Redemption Date, all rights of Securityholders holding Trust
Securities so called for redemption will cease, except the right
of such Securityholders to receive the Redemption Price and any
Distribution payable on or prior to the Redemption Date, but
without interest thereon, and such Trust Securities will cease to
be outstanding.  In the event that any Redemption Date is not a
Business Day, then payment of the Redemption Price payable on
such date shall be made on the next succeeding day that is a
Business Day (and without any interest or other payment in
respect of any such delay), except that, if such Business Day
falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case, with the same
force and effect as if made on such date. In the event that
payment of the Redemption Price in respect of any Trust
Securities called for redemption is improperly withheld or
refused and not paid either by the Trust or by the Depositor
pursuant to the Guarantee, Distributions on such Trust 
Securities will continue to accrue, at the then applicable rate,
from the Redemption Date originally established by the Trust for
such Trust Securities to the date such Redemption Price is
actually paid, in which case the actual payment date will be the
date fixed for redemption for purposes of calculating the
Redemption Price.  Notwithstanding anything herein to the
contrary, if the Redemption Date is a Distribution Date, the
Distribution payable on such Distribution Date shall be payable
to the Holder entitled to the payment of the Redemption Price
upon presentation and surrender of the related Trust Security.

         (e)     Subject to Section 4.3(a), if less than all the
Outstanding Trust Securities are to be redeemed on a Redemption
Date, then the aggregate Liquidation Amount of Trust Securities
to be redeemed shall be allocated on a pro rata basis (based on
Liquidation Amounts) among the Common Securities and the
Preferred Securities.  The particular Preferred Securities to be
redeemed shall be selected on a pro rata basis (based upon 
Liquidation Amounts) not more than 60 days prior to the
Redemption Date by the Property Trustee from the Outstanding
Preferred Securities not previously called for redemption, by
such method (including, without limitation, by lot) as the
Property Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to
$25 or an integral multiple of $25 in excess thereof) of the
Liquidation Amount of Preferred Securities of a denomination
larger than $25.  The Property Trustee shall promptly notify the
Transfer Agent and Registrar in writing of the Preferred
Securities selected for redemption and, in the case of any
Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed.  For all purposes of
this Trust Agreement, unless the context otherwise requires, all
provisions relating to the redemption of Preferred Securities
shall relate, in the case of any Preferred Securities redeemed or
to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities that has been or is to be
redeemed.
<PAGE>
         SECTION 4.3.  Subordination of Common Securities.

         (a)     Payment of Distributions (including Additional
Amounts, if applicable) on, and the Redemption Price of, the
Trust Securities, as applicable, shall be made, subject to
Section 4.2(e), pro rata among the Common Securities and the
Preferred Securities based on the Liquidation Amount of the Trust
Securities; provided, however, that if on any Distribution Date
or Redemption Date any Event of Default resulting from a
Debenture Event of Default shall have occurred and be continuing,
no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and
no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless
payment in full in cash of all accumulated and unpaid
Distributions (including Additional Amounts, if applicable) on
all Outstanding Preferred Securities for all Distribution periods 
terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all
Outstanding Preferred Securities, shall have been made or
provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of
all Distributions (including Additional Amounts, if applicable)
on, or the Redemption Price of, Preferred Securities then due and
payable.

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

         SECTION 4.4.  Payment Procedures.

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

         SECTION 4.5.  Tax Returns and Reports.

         The Administrative Trustees shall prepare (or cause to
be prepared), at the Depositor's expense, and file all United
States federal, state and local tax and information returns and
reports required to be filed by or in respect of the Trust.  In
this regard, the Administrative Trustees shall (a) prepare and
file (or cause to be prepared and filed) the appropriate Internal 
Revenue Service form required to be filed in respect of the Trust
in each taxable year of the Trust and (b) prepare and furnish (or
cause to be prepared and furnished) to each Securityholder the
appropriate Internal Revenue Service form required to be
furnished to such Securityholder or the information required to
be provided on such form.  The Administrative Trustees shall
provide the Depositor and the Property Trustee with a copy of all
such returns and reports promptly after such filing or
furnishing.  The Trustees shall comply with United States federal
withholding and backup withholding tax laws and information
reporting requirements with respect to any payments to
Securityholders under the Trust Securities.

         SECTION  4.6.  Payment of Taxes, Duties, Etc. of the
Trust.

         Upon receipt under the Debentures of Additional Sums,
the Property Trustee shall promptly pay any taxes, duties or
governmental charges of whatsoever nature (other than withholding
taxes) imposed on the Trust by the United States or any other
taxing authority which the Property Trustee is directed in
writing to pay by the Administrative Trustees.

         SECTION  4.7.  Payments under Indenture.

         The Holders of Common Securities will be subrogated to
the rights of any Holder of Preferred Securities (and any Owner
with respect thereto) to the extent of any payment to such Holder
(and Owner) pursuant to Section 5.8 of the Indenture.


                                 ARTICLE V

                      TRUST SECURITIES CERTIFICATES 

         SECTION 5.1.  Initial Ownership.

         Upon the creation of the Trust and the contribution by
the Depositor pursuant to Section 2.3 and until the issuance of
the Trust Securities, and at any time during which no Trust
Securities are outstanding, the Depositor shall be the sole
beneficial owner of the Trust.
 
         SECTION 5.2.  The Trust Securities Certificates.

         The Preferred Securities Certificates shall be issued
in minimum denominations of $25 Liquidation Amount and integral
multiples of $25 in excess thereof, and the Common Securities
Certificates shall be issued in denominations of $25 Liquidation
Amount and integral multiples thereof.  Subject to Section 2.4
relating to the original issuance of the Preferred Securities
Certificate registered in the name of the nominee of the
Depositary Trust Company, the Trust Securities Certificates shall
be executed on behalf of the Trust by the manual or facsimile
signature of at least one Administrative Trustee and, if executed
on behalf of the Trust by facsimile signature, countersigned by a
Transfer Agent or its agent.  Trust Securities Certificates
bearing the manual signatures of individuals who were, at the
time when such signatures shall have been affixed, authorized to
sign on behalf of the Trust and, if executed on behalf of the
Trust by facsimile signature, countersigned by a Transfer Agent
or its agent, shall be validly issued and entitled to the
benefits of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized
prior to the delivery of such Trust Securities Certificates or
did not hold such offices at the date of delivery of such Trust
Securities Certificates.  A transferee of a Trust Securities
Certificate shall become a Securityholder, and shall be entitled
to the rights and subject to the obligations of a Securityholder
hereunder, upon due registration of such Trust Securities
Certificate in such transferee's name pursuant to Sections 5.4,
5.11 and 5.13.  Depositor agrees to indemnify, defend and hold
each Transfer Agent harmless against any and all costs and
liabilities incurred without negligence arising out of or in
connection with any such countersigning by it.

         SECTION 5.3.  Execution and Delivery of Trust
Securities Certificates.

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

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

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

         Upon surrender for registration of transfer of any
Preferred Securities Certificate at the office or agency
maintained pursuant to Section 5.8, the Administrative Trustees
or any one of them shall execute on behalf of the Trust by manual
or facsimile signature and, if executed by on behalf of the Trust
by facsimile signature, cause a Transfer Agent or its agent to
countersign, and deliver, in the name of the designated
transferee or transferees, one or more new Preferred Securities
Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such 
Administrative Trustee or Trustees.  The Trust shall not be
required (i) to register or cause to be registered the transfer
or exchange of any Preferred Security during a period beginning
at the opening of business 15 days before the day of the mailing
of the relevant notice of redemption and ending of the close of
business on the day of mailing of such notice of redemption or
(ii) to register or cause to be registered the transfer or
exchange of any Preferred Securities selected for redemption in
whole or in part, except, in the case of any Preferred Security
to be redeemed in part, any portion thereof not to be redeemed. 
At the option of a Holder, Preferred Securities Certificates may
be exchanged for other Preferred Securities Certificates in
authorized denominations of the same class and of a like
aggregate Liquidation Amount upon surrender of the Preferred
Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 5.8.

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

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

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

         If (a) any mutilated Trust Securities Certificate shall
be surrendered to a Transfer Agent, or if a Transfer Agent shall
receive evidence to its satisfaction of the destruction, loss or
theft of any Trust Securities Certificate and (b) there shall be
delivered to such Transfer Agent 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 by manual or facsimile
signature and, if executed on behalf of the Trust by facsimile
signature, such certificate shall be countersigned by a Transfer
Agent, and the Administrative Trustees, or any one of them on
behalf of the Trust shall 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 Transfer Agent
may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection
therewith.  Any duplicate Trust Securities Certificate issued
pursuant to this Section shall constitute conclusive evidence of
an undivided beneficial interest in the assets of the Trust, as
if originally issued, whether or not the lost, stolen or
destroyed Trust Securities Certificate shall be found at any
time.

         SECTION 5.6.    Persons Deemed Securityholders.

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

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

         The Administrative Trustees or the Depositor shall
furnish or cause to be furnished (a) to the Property Trustee,
semi-annually on or before January 15 and July 15 in each year
and (b) to the Property Trustee, promptly after receipt by any
Administrative Trustee or the Depositor of a request therefor
from the Property Trustee in order to enable the Property Trustee
to discharge its obligations under this Trust Agreement, a list,
in such form as the Property Trustee may reasonably require, of
the names and addresses of the Securityholders as of the most
recent Record Date in each case to the extent such information is
in the possession or control of the Administrative Trustees or
the Depositor and is not identical to a previously supplied list
or has not otherwise been received by the Property  Trustee in
its capacity as Securities Registrar.  The rights of 
Securityholders to communicate with other Securityholders with
respect to their rights under this Trust Agreement or under the
Trust Securities, and the corresponding rights of the Trustee
shall be as provided in the Trust Indenture Act.  Each Holder, by
receiving and holding a Trust Securities Certificate, and each
Owner shall be deemed to have agreed not to hold the Depositor,
the Property Trustee or the Administrative Trustees accountable
by reason of the disclosure of its name and address, regardless
of the source from which such information was derived.

         SECTION 5.8.    Maintenance of Office or Agency.

         The Administrative Trustees shall maintain an office or
offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Trustees in
respect of the Trust Securities Certificates may be served.  The
Administrative Trustees initially designate the Bank, 101 Barclay
Street, New York, New York 10286, as the office for such
purposes. The Administrative Trustees shall give prompt written
notice to the Depositor, the Property Trustee, the Transfer
Agent, the Registrar and to the Securityholders of any change in
the location of the Securities Register or any such office or
agency.

         SECTION 5.9.    Appointment of Paying Agent.

         The Paying Agent shall make distributions to
Securityholders from the Payment Account and shall report the
amounts of such distributions to the Property Trustee and the
Administrative Trustees.  Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account for
the purpose of making the distributions referred to above.  The
Property Trustee shall be entitled to rely upon a certificate of
the Paying Agent stating in effect the amount of such funds so to
be withdrawn and that same are to be applied by the Paying Agent
in accordance with this Section 5.9.  The Administrative Trustees
may revoke such power and remove the Paying Agent if the
Administrative 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 Bank.  The Paying Agent may choose
any co-paying 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, the Property Trustee and the
Depositor.  In the event that the Bank shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall
appoint a successor that is acceptable to the Property Trustee
and the Depositor to act as Paying Agent (which shall be a bank
or trust company).  The Administrative Trustees shall cause such
successor Paying Agent or any additional Paying Agent appointed
by the Administrative Trustees to execute and deliver to the
Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as
Paying Agent, such successor Paying Agent or additional Paying
Agent will hold all sums, if any, held by it for payment to the
Securityholders in trust for the benefit of the Securityholders
entitled thereto until such sums shall be paid to such
Securityholders.  The Paying Agent shall return all unclaimed
funds to the Property Trustee and upon resignation or removal of
a Paying Agent such Paying Agent shall also return all funds in
its possession to the Property Trustee.  The provisions of
Sections 8.1, 8.3 and 8.6 shall apply to the Bank also in its
role as Paying Agent, for so long as the Bank shall act as Paying
Agent and, to the extent applicable, to any other paying agent
appointed hereunder, and any Paying Agent shall be bound by the
requirements with respect to paying agents of securities issued
pursuant to the Trust Indenture Act.  Any reference in this
Agreement to the Paying Agent shall include any co-paying agent
unless the context requires otherwise.

         SECTION 5.10.  Ownership of Common Securities by
Depositor.

         On the Closing Date, the Depositor shall acquire and
retain beneficial and record ownership of the Common Securities. 
To the fullest extent permitted by law, other than a transfer in
connection with a consolidation or merger of the Depositor into
another corporation, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an
entirety to any Person, pursuant to Section 8.1 of the Indenture,
any attempted transfer of the Common Securities shall be void. 
The Administrative Trustees shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating
"THIS CERTIFICATE IS NOT TRANSFERABLE". 

         SECTION 5.11.  Book-Entry Preferred Securities
Certificates; Common Securities Certificate. 
 
         (a)     The Preferred Securities Certificates, upon
original issuance, will be issued in the form of a typewritten
Preferred Securities Certificate or Certificates representing
Book-Entry Preferred Securities Certificates, to be delivered to
The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust.  Such Preferred Securities Certificate
or Certificates shall initially be registered on the Securities 
Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no beneficial owner will receive a
Definitive Preferred Securities Certificate representing such
beneficial owner's interest in such Preferred Securities, except
as provided in Section 5.13.  Unless and until Definitive
Preferred Securities Certificates have been issued to beneficial
owners pursuant to Section 5.13:

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

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

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

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

         In the event that, in accordance with the procedures of
The Depository Trust Company, the Property Trustee receives from
The Depository Trust Company an omnibus proxy in connection with
any vote solicited of the Holders of Preferred Securities, the
Property Trustee shall deliver such omnibus proxy to the
Administrative Trustees who shall be solely responsible for
soliciting votes from the Owners and in otherwise coordinating
with and complying with such procedures in respect of any such
solicitation.

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

         SECTION 5.12.  Notices to Clearing Agency.

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

         SECTION 5.13.  Definitive Preferred Securities
Certificates.

         If (a) the Depositor advises the Trustees in writing
that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Preferred
Securities Certificates, and the Depositor is unable to locate a
qualified successor, (b) the Depositor at its option advises the
Trustees in writing that it elects to terminate the book-entry
system through the Clearing Agency, or (c) after the occurrence
of a Debenture Event of Default, Owners of Preferred Securities
Certificates representing beneficial interests aggregating at
least a majority of the Liquidation Amount advise the Property
Trustee in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interest of
the Owners of Preferred Securities Certificates, then the
Property Trustee shall notify the Administrative Trustees, and
then the Administrative Trustees shall notify the Clearing Agency
and the Clearing Agency shall notify all Owners of Preferred
Securities Certificates and the other Trustees of the occurrence
of any such event and of the availability of the Definitive
Preferred Securities Certificates to Owners of such class or
classes, as  applicable, requesting the same. Upon surrender to
the Property Trustee of the typewritten Preferred Securities
Certificate or Certificates representing the Book-Entry Preferred
Securities Certificates by the Clearing Agency, accompanied by
registration instructions, the Administrative Trustees, or any
one of them, shall execute the Definitive Preferred Securities
Certificates in accordance with the instructions of the Clearing
Agency.  The Administrative Trustees shall be responsible for
obtaining any lists of Owners necessary to effect any exchange of
Definitive Preferred Securities Certificates for Book-Entry
Preferred Securities Certificates hereunder and for otherwise
satisfying any related requirements of the Clearing Agency. 
Neither the Securities Registrar nor the Trustees shall be liable
for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Preferred
Securities Certificates, the Trustees shall recognize the Holders
of the Definitive Preferred Securities Certificates as
Securityholders.  The Definitive Preferred Securities
Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by the execution thereof by
the Administrative Trustees or any one of them.

         SECTION 5.14.  Rights of Securityholders.

         (a)     The legal title to the Trust Property is vested
exclusively in the Property Trustee (in its capacity as such) in
accordance with Section 2.9, and the Securityholders shall not
have any right or title therein other than the undivided
beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any
partition or division of property, profits or rights of the Trust
except as described below.  The Trust Securities shall be
personal property giving only the rights specifically set forth
therein and in this Trust Agreement.  The Trust Securities shall
have no preemptive or similar rights and when issued and
delivered to Securityholders against payment of the purchase
price therefor will be fully paid and nonassessable by the Trust. 
The Holders of the Trust Securities, in their capacities as such,
shall be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of
Delaware.

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

         (c)     For so long as any Preferred Securities remain
Outstanding, to the fullest extent permitted by law and subject
to the terms of this Trust Agreement, upon a Debenture Event of
Default specified in Section 5.1(1) or 5.1(2) of the Indenture,
any Holder of Preferred Securities shall have the right to
institute a proceeding directly against the Depositor for
enforcement of payment to such Holder of the principal amount of
or interest on the Debentures having a principal amount equal to
the Liquidation Amount of the Preferred Securities of such Holder
(a "Direct Action").  In connection with such Direct Action, the
Holders of the Common Securities will be subrogated to the rights
of any Holder of the Preferred Securities to the extent of any
payment made by the Depositor to such Holder of Preferred
Securities in such Direct Action.  Except as set forth in this
Section 5.14(c), the Holders of Preferred Securities will not be
able to exercise directly any other rights or remedy available to
the holders of the Debentures or, except as set forth in Section
5.14(b), assert directly any other rights in respect of the
Debentures.  The Depositor may not amend the Indenture to remove
the right of Direct Action without the prior written consent of
the Holders of all Preferred Securities.

                                ARTICLE VI

                 ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

         SECTION 6.1.   Limitations on Voting Rights.

         (a)     Except as provided in this Section, in Sections
5.14, 8.10 and 10.2 and in the Indenture and as otherwise
required by law, no Holder of Preferred Securities shall have any
right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set 
forth, or contained in the terms of the Trust Securities
Certificates, be  construed so as to constitute the
Securityholders from time to time as partners or members of an
association.

         (b)     So long as any 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 Debenture Trustee, or executing any trust or
power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is waiveable under
Section 5.13 of the Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the
Debentures shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in
each case, obtaining the prior approval of the Holders of at
least a majority in Liquidation Amount of all Outstanding
Preferred Securities; provided, however, that where a consent
under the Indenture would require the consent of each Holder of
Debentures affected thereby, no such consent shall be given by
the Property Trustee without the prior written consent of each
Holder of Preferred Securities.

         The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of Preferred
Securities, except pursuant to a subsequent Vote of the Holders
of Preferred Securities.  The Property Trustee shall notify all
Holders of the Preferred Securities of any notice of default 
received from the Debenture Trustee with respect to the
Debentures.  In addition to obtaining the foregoing approvals of
the Holders of the Preferred Securities, prior to taking any of
the foregoing actions, the Trustees shall, at the expense of the
Depositor, obtain an Opinion of Counsel experienced in such
matters to the effect that the Trust will not be classified as
other than a grantor trust for United States federal income tax
purposes on account of such action.

         SECTION 6.2.  Notice of Meetings.

            Notice of all meetings of the Preferred
Securityholders, stating the time, place and purpose of the
meeting, shall be given by the Administrative Trustees pursuant
to Section 10.8 to each Preferred Securityholder of record, at
his registered address, at least 15 days and not more than 90
days before the meeting.  At any such meeting, any business
properly before the meeting may be so considered whether or not
stated in the notice of the meeting.  Any adjourned meeting may
be held as adjourned without further notice.
 
         SECTION 6.3.  Meetings of Preferred Securityholders. 
 
         No annual meeting of Securityholders is required to be
held.  The Administrative Trustees, however, shall call a meeting
of Securityholders to vote on any matter upon the written request
of the Preferred Securityholders of record of 25% of the
Preferred Securities (based upon their Liquidation Amount) and
the Administrative Trustees or the Property Trustee may, at any
time in their discretion, call a meeting of Preferred
Securityholders to vote on any matters as to which Preferred
Securityholders are entitled to vote. 

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

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

         SECTION 6.4.  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 6.5.  Proxies, etc.

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

         SECTION 6.6.  Securityholder Action by Written Consent.

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

         SECTION 6.7.  Record Date for Voting and Other
Purposes.

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

         SECTION 6.8.  Acts of Securityholders.

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

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

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

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

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

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

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

         SECTION 6.9.  Inspection of Records

         Subject to Section 5.7 concerning access to the list of
Securityholders, upon reasonable notice to the Administrative
Trustees and the Property Trustee, the records of the Trust shall
be open to inspection by Securityholders during normal business
hours for any purpose reasonably related to such Securityholder's
interest as a Securityholder.


                                ARTICLE VII

              REPRESENTATIONS AND WARRANTIES OF THE PROPERTY
                     TRUSTEE AND THE DELAWARE TRUSTEE

         SECTION 7.1. Property Trustee.

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

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

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

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

         (d)     the execution, delivery and performance by the
    Property Trustee of this Trust Agreement will not violate,
    conflict with or constitute a breach of the Property
    Trustee's charter or by-laws; and

         (e)     neither the authorization, execution or
    delivery by the Property Trustee of this Trust Agreement nor
    the consummation of any of the transactions by the Property
    Trustee contemplated herein require the consent or approval
    of, the giving of notice to the registration with or the
    taking of any other action, under any existing Federal or
    New York law governing the banking or trust powers of the
    Property Trustee with respect to any governmental authority
    or agency.

         SECTION 7.2.  Delaware Trustee.

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

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

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

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

         (d)     the execution, delivery and performance by the
Delaware Trustee of this Trust Agreement will not violate the
Delaware Trustee's charter or by-laws; and

         (e)     neither the authorization, execution or
delivery by the Delaware Trustee of this Trust Agreement nor the
consummation of any of the transactions by the Delaware Trustee
contemplated herein require the consent or approval of, the
giving of notice to, the registration with or the taking of any
other action, under any existing Federal or Delaware law
governing the banking or trust powers of the Delaware Trustee,
with respect to any governmental authority or agency.

         SECTION 7.3.  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
    each Time of Delivery 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 Bank, the
    Property Trustee or the Delaware Trustee, as the case may
    be, of this Trust Agreement.


                               ARTICLE VIII

                               THE TRUSTEES

         SECTION 8.1.  Certain Duties and Responsibilities

         (a)     The duties and responsibilities of the Trustees
shall be as restricted to those set forth in the express
provisions of this Trust Agreement and, in the case of the
Property Trustee, as provided in the Trust Indenture Act, and no
implied covenants or obligations shall be read into this Trust
Agreement against any of the Trustees.  Notwithstanding the
foregoing, no provision of this Trust Agreement shall require any
of the Trustees to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.  Notwithstanding
anything contained in this Trust Agreement to the contrary, the
duties and responsibilities of the Property Trustee under this
Trust Agreement shall be subject to the protections, exculpations
and limitations on liability afforded to the Property Trustee
under the provisions of the Trust Indenture Act, the Delaware
Business Trust Act and, to the extent applicable, Rule 3a-7 under
the 1940 Act, or any successor rule thereunder.  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 Section 8.1.  Nothing in this Trust Agreement shall
be construed to release the Delaware Trustee or any
Administrative Trustee from liability for its own grossly
negligent action, its own grossly negligent failure to act, or
its own willful misconduct.  To the extent that, at law or in
equity, a Trustee has duties (including fiduciary duties) and
liabilities thereto to the Trust or the Securityholders, such
Trustee shall not be liable to the Trust or to any Securityholder
for such Trustee's good faith reliance on the provisions of this
Trust Agreement.  The provisions of this Trust Agreement, to the
extent that they restrict the duties and liabilities of the
Property Trustee, the Delaware Trustee and the Administrative
Trustees otherwise existing at law or in equity (other than the
duties imposed on the Property Trustee under the Trust Indenture
Act), are agreed by the Depositor and the Securityholders to
replace such other duties and liabilities of the Administrative
Trustees.  

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

         (c)     All duties and responsibilities of the Property
Trust contained in this Trust Agreement are subject to the
following:

            (i)  the Property Trustee's sole duty with respect
    to the custody, safe keeping and physical preservation of
    the Debentures and the Payment Account shall be to deal with
    such property in a similar manner as the Property Trustee
    deals with similar property for its own account, subject to
    the protections and limitations on liability afforded to the
    Property Trustee under this Trust Agreement, the Trust
    Indenture Act, the Delaware Business Trust Act and, to the
    extent applicable, Rule 3a-7 under the Investment Company
    Act;

         (ii)   the Property Trustee shall have no duty or
    liability for or with respect to the value, genuineness,
    existence or sufficiency of the Trust Property or the
    payment of any taxes or assessments levied thereon or in
    connection therewith;
  
         (iii)  the Property Trustee shall not be liable for any
    interest on any money received by it except as it may
    otherwise agree with the Depositor, and money held by the
    Property Trustee need not be segregated from other funds
    held by it except in relation to the Payment Account
    maintained by the Property Trustee pursuant to Section 3.1
    and except to the extent otherwise required by law; and

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

         SECTION 8.2.  Certain Notices.

         Within five Business Days after the occurrence of any
Event of Default actually known to the Property Trustee, the
Property Trustee shall transmit, in the manner and to the extent
provided in Section 10.8, notice of such Event of Default to the
Securityholders, the Administrative Trustees and the Depositor,
unless such Event of Default shall have been cured or waived.

         Within five Business Days after the receipt of notice
of the Depositor's exercise of its right to defer the payment of
interest on the Debentures pursuant to the Indenture, the
Administrative Trustee shall transmit, in the manner and to the
extent provided in Section 10.9, notice of such exercise to the
Securityholders and the Property Trustee, unless such exercise
shall have been revoked.

         SECTION 8.3.  Certain Rights of Property Trustee.

         Subject to the provisions of Section 8.1:

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

         (b)     if (i) in performing its duties under this
    Trust Agreement the Property Trustee is required to decide
    between alternative courses of action or (ii) in construing
    any of the provisions of this Trust Agreement the Property
    Trustee finds the same ambiguous or inconsistent with any
    other provisions contained herein or (iii) the Property
    Trustee is unsure of the application of any provision of
    this Trust Agreement, then, except as to any matter as to
    which the Preferred Securityholders are entitled to vote
    under the terms of this Trust Agreement, the Property
    Trustee shall be entitled to deliver a notice to the
    Depositor requesting written instructions of the Depositor
    as to the course of action to be taken and the Property
    Trustee may, but shall be under no duty to, 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, in which event the
    Property Trustee shall have no liability except for its own
    bad faith, negligence or willful misconduct; provided,
    however, that if the Property Trustee does not receive such
    instructions of the Depositor within ten Business Days after
    it has delivered such notice, or such reasonably shorter
    period of time set forth in such notice (which to the extent
    practicable shall not be less than two Business Days), it
    may, but shall be under no duty to, take or refrain from
    taking such action not inconsistent with this Trust
    Agreement as it shall deem advisable and in the best
    interests of the Securityholders, in which event the
    Property Trustee shall have no liability except for its own
    bad faith, negligence or willful misconduct;

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

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

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

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

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

         (h)     the Property Trustee shall not be bound to make
    any investigation into the facts or matters stated in any
    resolution, certificate, statement, instrument, opinion,
    report, notice, request, direction consent, order, approval,
    bond, debenture, note or other evidence of indebtedness or
    other paper or document, unless requested in writing to do
    so by one or more Securityholders, but the Property Trustee,
    in its discretion, may make such further inquiry or
    investigation into such facts or matters as it may see fit,
    and, if the Property Trustee shall determine to make such
    further inquiry or investigation, it shall be entitled to
    examine the books, records and premises of the Depositor,
    personally or by agent or attorney;

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

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

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

         (l)  the Property Trustee shall not be charged with
    knowledge of any default or Event of Default with respect to
    the Trust Securities or default or Debenture Event of
    Default with respect to the Debentures unless either (1) a
    Responsible Officer of the Property Trustee shall have
    actual knowledge of any such default, Event of Default or
    Debenture Event of Default or (2) written notice of any such
    default, Event of Default or Debenture Event of Default
    shall have been given to the Property Trustee by the
    Depositor, the Administrative Trustee or by any Holder of
    the Trust Securities;

         (m)  the Property Trustee shall be fully protected in
    relying in good faith upon the records of the Trust and upon
    such information, opinions, reports or statements presented
    to the Trust by any Person as to matters the Property
    Trustee reasonably believes are within such other Person's
    professional or expert competence and who has been selected
    with reasonable care by or on behalf of the Trust, including
    information, opinions, reports or statements as to the value
    and amount of the assets, liabilities, profits, losses, or
    any other facts pertinent to the existence and amount of
    assets from the Distributions to Holders of Trust Securities
    might properly be paid;

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

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

         SECTION 8.4.  Not Responsible for Recitals or Issuance
of Securities

         The recitals contained herein and in the Trust
Securities Certificates shall be taken as the statements of the
Trust, and the Trustees  do not assume any responsibility for
their correctness.  The Trustee make no representations as to the
value or condition of the property of the Trust, or any part
thereof, or as to the title of the Trust thereto, or as to the
security afforded thereby or hereby, or as to the validity of
genuineness of any securities at any time pledged and deposited
with any trustees hereunder, or as to the validity or sufficiency
of this Trust Agreement or the Trust Securities.  The Trustees
shall not be accountable for the use or application by the
Depositor of the proceeds of the Debentures.

         SECTION 8.5.  May Hold Securities.

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

         SECTION 8.6.  Compensation; Indemnity; Fees.

         The Depositor agrees:

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

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

         (c)     to indemnify each of the Trustees or any
    predecessor Trustee for, and to hold the Trustees harmless
    against, any loss, damage, claims, liability, penalty or
    expense incurred without negligence or bad faith on its
    part, arising out of or in connection with the acceptance of
    the trust created by, or the administration of, this Trust
    Agreement, including the costs and expenses of defending
    itself against any claim or liability in connection with the
    exercise or performance of any of its powers or duties
    hereunder.

         As security for the performance of the obligations of
the Depositor under this Section, each of the trustees shall have
a lien prior to the Trust Securities upon all property and funds
held or collected by such Trustee as such, except funds held in
trust for the payment of Distributions on the Trust Securities. 
When a Trustee incurs expenses or renders services after an Event
of Default which occurs as a consequence of a Debenture Event of
Default specified in Section 5.1(4) or (5) of the Indenture, the
expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Reform
Act of 1978 or a successor statute.

         SECTION 8.7.  Corporate Property Trustee Required;     
                   Eligibility of Trustees

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

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

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

         SECTION 8.8.  Conflicting Interests.

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

         SECTION 8.9.  Co-Trustees and Separate Trustee.

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

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

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

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

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

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

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

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

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

         SECTION 8.10.  Resignation and Removal; Appointment of
Successor.

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

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

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

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

         The retiring Relevant Trustee shall give notice of each
resignation and each removal of a Trustee and each appointment of
a successor Trustee to all Securityholders in the manner provided
in Section 10.8 and shall give notice to the 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 (a) the unanimous act of remaining Administrative
Trustees if there are at least two of them or (b) otherwise by 
the Depositor (with the successor in each case being a Person who
satisfies the eligibility requirement for Administrative Trustees
set forth in Section 8.7).

         SECTION 8.11.  Acceptance of Appointment by Successor.

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

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

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

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

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

         Any corporation into which the Property Trustee or the
Delaware Trustee may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Relevant Trustee shall
be a party, or any corporation succeeding to all or substantially
all the corporate trust business of such Relevant Trustee, shall
be the successor of such Relevant Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any 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 or the Delaware
Trustee shall be or become a creditor of the Depositor or the
Trust (or any other obligor upon the Debentures or the Trust
Securities), the Property Trustee or the Delaware Trustee, as the
case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust
Indenture Act regarding the collection of claims against the
Depositor or Trust (or any such other obligor).

         SECTION 8.14.  Reports by Property Trustee.

    (a)  The Property Trustee shall transmit to Securityholders
such reports concerning the Property Trustee and its actions
under this Trust Agreement as may be required pursuant to the
Trust Indenture Act at the time and in the manner provided
pursuant thereto.  Such of those reports as are required to be
transmitted by the Property Trustee pursuant to Section 313(a) of
the Trust Indenture Act shall be so transmitted within 60 days
after July 1 of each year, commencing July 1, 1997.

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

         SECTION 8.15.  Reports to the Property Trustee.

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

         SECTION 8.16.  Evidence of Compliance with Conditions
Precedent.

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

         SECTION 8.17.  Number of Trustees.

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

         (b)     If a Trustee ceases to hold office for any
reason and the number of Administrative Trustees is not reduced
pursuant to Section 8.17(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 Agreement), shall have all the powers granted
to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

         SECTION 8.18.  Delegation of Power.

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

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


                                ARTICLE IX

                    TERMINATION, LIQUIDATION AND MERGER

         SECTION 9.1.  Termination Upon Expiration Date.

         Unless earlier terminated, the Trust shall
automatically terminate on October 1, 2051 (the "Expiration
Date"), following the distribution of the Trust Property in
accordance with Section 9.4.

         SECTION 9.2.  Early Termination.

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

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

         (b)  the written direction to the Property Trustee from
    the Depositor at any time (which direction is optional and
    wholly within the discretion of the Depositor) to terminate
    the Trust and distribute the Debentures in exchange for the
    Preferred Securities;

         (c)  the redemption of all of the Trust Securities in
    connection with the redemption of all of the Debentures; and

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

         SECTION 9.3.  Termination.

         The respective obligations and responsibilities of the
Trustees and the Trust created and continued hereby shall
terminate upon the latest to occur of the following:  (a) the
distribution by the Property Trustee to Securityholders upon the
liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section
4.2, of all amounts required to be distributed hereunder upon the
final payment of the Trust Securities; (b) the payment of any
expenses owed by the Trust; and (c) the discharge of all
administrative duties of the Administrative Trustees, including
the performance of any tax reporting obligations with respect to
the Trust or the Securityholders.

         SECTION 9.4.  Liquidation.

         (a)  If an Early Termination Event specified in clause
(a), (b) or (d) of Section 9.2 occurs or upon the Expiration
Date, the Trust shall be liquidated by the Trustees as
expeditiously as the Trustees determine to be possible by
distributing, after satisfaction or the making of reasonable
provisions for the payment of liabilities to creditors of the
Trust as provided by applicable law, to each Securityholder a
Like Amount of Debentures, subject to Section 9.4(d).  Notice of
liquidation shall be given by the Property Trustee by first-class
mail, postage prepaid, mailed not later than 30 nor more than 60
days prior to the Liquidation Date to each Holder of Trust
Securities at such Holder's address appearing in the Securities
Register.  All notices of liquidation shall:

            (i)  state the Liquidation Date;

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

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

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

         (c)  Except where Section 9.2(c) or 9.4(d) applies,
after the Liquidation Date, (i) the Trust Securities will no
longer be deemed to be Outstanding, (ii) certificates
representing a Like Amount of 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) the Depositor shall use its reasonable efforts to
have the Debentures listed on the New York Stock Exchange or on
such other stock exchange, interdealer quotation system or
self-regulatory organization as the Preferred Securities are then
listed or traded, (iv) any Trust Securities Certificates not so
surrendered for exchange will be deemed to represent a Like
Amount of Debentures, accruing interest at the rate provided for
in the Debentures from the last Distribution Date on which a
Distribution was made on such Trust Securities Certificates until
such certificates are so surrendered (and until such certificates
are so surrendered, no payments of interest or principal will be
made to holders of Trust Securities Certificates with respect to
such Debentures), and (v) all rights of Securityholders holding
Trust Securities will cease, except the right of such
Securityholders to receive Debentures upon surrender of Trust
Securities Certificates.

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

         SECTION 9.5.  Mergers, Consolidations, Amalgamations or
Replacements of  the Trust.

         The Trust may not merge with or into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to any
corporation or other body, except pursuant to this Section 9.5. 
At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Delaware
Trustee, the Property Trustee or the holders of the Preferred
Securities, the Trust may merge with or into, consolidate,
amalgamate, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust
organized as such under the laws of any state; provided, that (i)
such successor entity either (a) expressly assumes all of the
obligations of the Trust with respect to the Preferred Securities
or (b) substitutes for the Preferred Securities other securities
having substantially the same terms as the Preferred Securities
(the "Successor Securities") so long as the Successor Securities
rank the same as the Preferred Securities rank in priority with
respect to distributions and payments upon liquidation,
redemption and otherwise, (ii) the Depositor expressly appoints a
trustee of such successor entity possessing the same powers and
duties as the Property Trustee as the holder of the Debentures,
(iii) the Successor Securities are listed or traded, or any
Successor Securities will be listed upon notification of
issuance, on any national securities exchange or other
organization on which the Preferred Securities are then listed or
traded, if any, (iv) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating
organization, (v) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of
the Preferred Securities (including any Successor Securities) in
any material respect, (vi) such successor entity has a purpose
identical to that of the Trust, (vii) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or
lease, the Depositor has received an Opinion of Counsel to the
effect that (a) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of
the Preferred Securities (including any Successor Securities) in
any material respect, and (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or
lease, neither the Trust nor such successor entity will be
required to register as an investment company under the 1940 Act,
(viii) the Depositor owns all of the Common Securities of such
successor entity and guarantees the obligations of such successor
entity under the Successor Securities at least to the extent
provided by the Guarantee and (ix) such successor entity
expressly assumes all of the obligations of the Trust with
respect to the Trustees.  Notwithstanding the foregoing, the
Trust shall not, except with the consent of holders of 100% in
Liquidation Amount of the Preferred Securities, consolidate,
amalgamate, merge with or into, be replaced by or convey,
transfer or lease its properties and assets substantially as an
entirety to any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if
such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Trust or the
successor entity to be classified as other than a grantor trust
for United States federal income tax purposes. 

                                 ARTICLE X

                         MISCELLANEOUS PROVISIONS

         SECTION 10.1.  Limitation of Rights of Securityholders.

         The death 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 any court for a partition or winding-up of the
arrangements contemplated hereby, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any
of them.

         SECTION 10.2.  Amendment.

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

         (b)     Except as provided in Section 10.2(c) hereof,
any provision of this Trust Agreement may be amended by the
Trustees and the Depositor with (i) the consent of
Securityholders representing not less than a majority (based upon
Liquidation Amounts) of the Trust Securities then Outstanding and
(ii) receipt by the Trustees of an Opinion of Counsel to the
effect that such amendment or the exercise of any power granted
to the Trustees in accordance with such amendment will not affect
the Trust's status as a grantor trust for United States federal
income tax purposes or the Trust's exemption from status of an
investment company under the 1940 Act.

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

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

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

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

         (g)     Neither the Property Trustee nor the Delaware
Trustee shall be required to enter into any amendment to this
Trust Agreement which affects its own rights, duties or
immunities under this Trust Agreement.  The Property Trustee is
entitled to receive an Opinion of Counsel and Officers'
Certificate a conclusive evidence that any amendment to this
Trust Agreement executed pursuant to Section 10.3 is authorized
or permitted by, and conforms to, the terms of this Section 10.3,
has been duly authorized by and lawfully executed and delivered
on behalf of the other requisite parties, and that it is proper
for the Property Trustee under the provisions of this Section
10.3 to join in the execution thereof.

         SECTION 10.3.  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 10.4.  GOVERNING LAW.

         THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF DELAWARE.

         SECTION 10.5.  Payments Due on Non-Business Day.

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

         SECTION 10.6.  Successors.

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

         SECTION 10.7.  Headings.

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

         SECTION 10.8.  Reports, Notices and Demands.

         Any report, notice, demand or other communication which
by any provision of this Trust Agreement is required or permitted
to be given or served to or upon any Securityholder or the
Depositor may be given or served in writing by deposit thereof,
first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a)
in the case of a Preferred Securityholder, to such Preferred
Securityholder as such Securityholder's name and address may
appear on the Securities Register; and (b) in the case of the
Common Securityholder or the Depositor, to Atlantic City Electric
Company, 6801 Black Horse Pike, Egg Harbor Township, New Jersey
08234-4130, Attention: Treasurer, facsimile no.: (609) 645-4132. 
Any notice to Preferred Securityholders shall also be given to
such owners as have, within two years preceding the giving of
such notice, filed their names and addresses with the Property
Trustee for that purpose.  Such notice, demand or other
communication to or upon a Securityholder shall be deemed to have
been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

         Any notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be
given or served to or upon the Trust, the Property Trustee or the
Administrative Trustees shall be given in writing addressed
(until another address is published by the Trust) as follows: 
(a) with respect to the Property Trustee to The Bank of New York,
101 Barclay Street, New York, New York 10286, Attention: 
Corporate Trust Department; (b) with respect to the Delaware
Trustee, to The Bank of New York (Delaware), White Clay Center,
Route 273, Newark, Delaware 19711 with a copy to the Property
Trustee at the address set forth in clause (a); and (c) with
respect to the Administrative Trustees, to them at the address
above for notices to the Depositor, marked "Attention:
Administrative Trustees of Atlantic Capital I."  Such notice,
demand or other communication to or upon the Trust or the
Property Trustee shall be deemed to have been sufficiently given
or made only upon actual receipt of the writing by the Trust or
the Property Trustee.

         SECTION 10.9.  Agreement Not to Petition.

         Each of the Trustees and the Depositor agree for the
benefit of the Securityholders that, until at least one year and
one day after the Trust has been terminated in accordance with
Article IX, they shall not file, or join in the filing of, a
petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without
limitation, the United States Bankruptcy Code) (collectively,
"Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law.  In the
event the Depositor takes action in violation of this Section
10.9, the Property Trustee agrees, for the benefit of
Securityholders, that at the expense of the Depositor, it shall
file an answer with the bankruptcy court or otherwise properly
contest the filing of such petition by the Depositor against the
Trust or the commencement of such action and raise the defense 
that the Depositor has agreed in writing not to take such action
and should be stopped and precluded therefrom and such other
defenses, if any, as counsel for the Trustee or the Trust may
assert.  The provisions of this Section 10.9 shall survive the
termination of this Trust Agreement.

         SECTION 10.10.  Trust Indenture Act; Conflict with
Trust Indenture Act.

         (a)  This Trust Agreement is subject to the provisions
of the Trust Indenture Act that are required or deemed 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 or
deemed to be included in this Trust Agreement by any of the
provisions of the Trust Indenture Act, such required or deemed
provision shall control.  
         (d)     The application of the Trust Indenture Act to
this Trust Agreement shall not affect the nature of the
Securities as equity securities representing undivided beneficial
interests in the assets of the Trust.

         SECTION 10.11.  ACCEPTANCE OF TERMS OF TRUST
AGREEMENT,GUARANTEE AND INDENTURE.

         THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY
INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY
BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION
OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE
SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER
TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE
THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS
THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE
BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH
SECURITYHOLDER AND SUCH OTHERS.<PAGE>
         SECTION 10.12.  Counterparts. 
 This Trust Agreement may
contain more than one counterpart of the signature page and this
Trust Agreement may be executed by the affixing of the signature
of each of the Trustees of one of such counterpart signature
pages.  All of such counterpart signature pages shall be read as
though one, and they shall have the same force and effect as
though all of the signers had signed a single signature page.


                              ATLANTIC CITY ELECTRIC COMPANY
                              
                               
                              By:    /s/ L.M. Walters             
                                       L.M. Walters
                                       Vice President, Treasurer
                              and Assistant
                                       Secretary
                                   
                               
                              THE BANK OF NEW YORK
                                as Property Trustee
                                
                              
                              By:    /s/ Lucille Firrincieli      
                                  Lucille Firrincieli
                                  Assistant Vice President
                              
                              
                              THE BANK OF NEW YORK (DELAWARE)
                                as Delaware Trustee 
                              
                              
                              By:    /s/ Joseph G. Ernst          
                                       Joseph G. Ernst
                                       Assistant Vice President
                              
                              
                              By:    /s/ Robert K. Marshall       
                                  Robert K. Marshall
                                  as Administrative Trustee
                              
                              
                              By:    /s/ Stephanie M. Scola       
                                  Stephanie M. Scola
                                                            
    as Administrative Trustee<PAGE>
                                             
                     EXHIBIT A

                         CERTIFICATE OF TRUST OF
                           ATLANTIC CAPITAL I


         THIS Certificate of Trust of Atlantic Capital I (the
"Trust"), dated as of June 20, 1996, is being duly executed and
filed by The Bank of New York (Delaware), a Delaware banking
corporation, as trustee, to form a business trust under the
Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

         1.  Name.  The name of the business trust created
hereby is Atlantic Capital I.

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

         3.  Effective Date.  This Certificate of Trust shall be
effective upon filing with the Secretary of State.

         IN WITNESS WHEREOF, the undersigned, being the sole
trustee of the Trust, has executed this Certificate of Trust as
of the date first above written.


                              THE BANK OF NEW YORK (DELAWARE),
                              as trustee
                              
                              
                              By             
                                Name: 
                                Title: 
                              <PAGE>
                                               
                   EXHIBIT B

                                                         September 30, 1996



The Depository Trust Company,
55 Water Street, 49th Floor,
New York, New York  10041-0099

Attention:  General Counsel's Office 

Re: Atlantic Capital I 8.25% Cumulative Quarterly Income
    Preferred Securities
    CUSIP 048272 20 7

Ladies and Gentlemen:

    The purpose of this letter is to set forth certain matters
relating to the issuance and deposit with The Depository Trust
Company ("DTC") of the Atlantic Capital I 8.25% Cumulative
Quarterly Income Preferred Securities (the "Preferred
Securities"), of Atlantic Capital I, a Delaware business trust
(the "Issuer"), created pursuant to a Trust Agreement between
Atlantic City Electric Company ("the Company") and The Bank of
New York (Delaware), as Trustee, as amended and restated etc. 
The payment of distributions on the Preferred Securities and
payments due upon liquidation of the Issuer or redemption of the
Preferred Securities, to the extent the Issuer has funds
available for the payment thereof, are guaranteed by the Company
to the extent set forth in a Guarantee Agreement dated as of
October 1, 1996 entered into by the Company and The Bank of New
York, as guarantee trustee with respect to the Preferred
Securities.  The Company and the Issuer propose to sell the
Preferred Securities to certain Underwriters (the "Underwriters")
pursuant to an Underwriting Agreement dated September 26, 1996 by
and among the Underwriters, the Issuer and the Company, and the
Underwriters wish to take delivery of the Preferred Securities
through DTC. The Bank of New York is acting as transfer agent and
registrar with respect to the Preferred Securities (the "Transfer
Agent and Registrar").

    To induce DTC to accept the Preferred Securities as eligible
for deposit at DTC, and to act in accordance with DTC's rules
with respect to the Preferred Securities, the Issuer, the
Transfer Agent and Registrar and DTC agree among each other as
follows:

    1.  Prior to the closing of the sale of the Preferred
Securities to the Underwriters, which is expected to occur on or
about October 1, 1996, there shall be deposited with, or held by
the Transfer Agent and Registrar as custodian for, DTC one or
more global certificates (individually and collectively, the
"Global Certificate") registered in the name of DTC's nominee,
Cede & Co., representing an aggregate of 2,800,000 Preferred
Securities and bearing the following legend: 
 
    Unless this certificate is presented by an authorized
    representative of The Depository Trust Company, a New York
    corporation ("DTC"), to Issuer 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 is made to Cede & Co. or to such
    other entity as is requested by an authorized representative
    of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
    OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
    registered owner hereof, Cede & Co., has an interest herein. 
    

    2.   The Amended and Restated Trust Agreement of the Issuer
provides for the voting by holders (with no provision for
revocation of consents or votes by subsequent holders) of the
Preferred Securities under certain limited circumstances.  The
Issuer shall establish a record date for such purposes and shall,
to the extent possible, give DTC notice of such record date not
less than 15 calendar days in advance of such record date. 
 
    3.   In the event of a stock split, conversion,
recapitalization, reorganization or any other similar transaction
resulting in the cancellation of all or any part of the Preferred
Securities outstanding, the Issuer or the Transfer Agent and
Registrar shall send DTC a notice of such event as soon as
possible but, at least 5 business days prior to the effective
date of such event. 
 
    4.   In the event of distribution on, or an offering or
issuance of rights with respect to, the Preferred Securities
outstanding, the Issuer or the Transfer Agent and Registrar shall
send DTC a notice specifying:  (a) the amount of and conditions,
if any, applicable to the payment of any such distribution or any
such offering or issuance of rights; (b) any applicable
expiration or deadline date, or any date by which any action on
the part of the holders of Preferred Securities is required; and
(c) the date any required notice is to be mailed by or on behalf
of the Issuer to holders of Preferred Securities or published by
or on behalf of the Issuer (whether by mail or publication, the
"Publication Date"). Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail,
overnight delivery) in a timely manner designed to assure that
such notice is in DTC's possession no later than the close of
business on the business day before the Publication Date. The
Issuer or the Transfer Agent and Registrar will forward such
notice either in a separate secure transmission for each CUSIP
number or in a secure transmission of multiple CUSIP numbers (if
applicable) that includes a manifest or list of each CUSIP number
submitted in that transmission. (The party sending such notice
shall have a method to verify subsequently the use of such means
and the timeliness Of such notice.) The Publication Date shall be
not less than 30 calendar days nor more than 60 calendar days
prior to the payment of any such distribution or any such
offering or issuance of rights with respect to the Preferred
Securities. After establishing the amount of payment to be made
on the Preferred Securities, the Issuer or the Transfer Agent and
Registrar will notify DTC's Dividend Department of such payment 5
business days prior to payment date.  Notices to DTC's Dividend
Department by telecopy shall be sent to (212) 709-1723. Such
notices by mail or by any other means shall be sent to:

    Manager, Announcements
    Dividend Department
    The Depository Trust Company
    7 Hanover Square, 23rd Floor
    New York, New York 10004-2695

         The Issuer or the Transfer Agent and Registrar shall
confirm DTC's receipt of such telecopy by telephoning the
Dividend Department at (212) 709-1270. 
 
    5.   In the event of a redemption by the Issuer of the
Preferred Securities, notice specifying the terms of the
redemption and the Publication Date of such notice shall be sent
by the Issuer or the Transfer Agent and Registrar to DTC not less
than 30 calendar days prior to such event by a secure means in
the manner set forth in paragraph 4.  Such redemption notice
shall be sent to DTC's Call Notification Department at (516)
227-4164 or (516) 227-4190, and receipt of such notice shall be
confirmed by telephoning (516) 227-4070.  Notice by mail or by
any other means shall be sent to:
 
    Call Notification Department
    The Depository Trust Company
    711 Stewart Avenue
    Garden City, New York  11530-4719 
 
    6.   In the event of any invitation to tender the Preferred
Securities, notice specifying the terms of the tender and the
Publication Date of such notice shall be sent by the Issuer or
the Transfer Agent and Registrar to DTC by a secure means and in
a timely manner as described in paragraph 4. Notices to DTC
pursuant to this paragraph and notices of other corporate actions
(including mandatory tenders, exchanges and capital changes),
shall be sent, unless notification to another department is
expressly provided for herein, by telecopy to DTC's
Reorganization Department at (212) 709-1093 or (212) 709-1094 and
receipt of such notice shall be confirmed by telephoning (212)
709-6884, or by mail or any other means to: 

    Manager, Reorganization Department 
    Reorganization Window 
    The Depository Trust Company 
    7 Hanover Square, 23rd Floor 
    New York, New York  10004-2695 

    7.   All notices and payment advices sent to DTC shall
contain the CUSIP number or numbers of the Preferred Securities
and the accompanying designation of the Preferred Securities,
which, as of the date of this letter, is "Atlantic Capital I
8.25% Cumulative Quarterly Income Preferred Securities". 

    8.  Distribution payments or other cash payments with
respect to the Preferred Securities shall be governed by DTC's
current Principal and Income Payments Rider, a copy of which is
attached hereto as Annex I.  For purposes of this letter, the
term "Agent" used in Annex I shall be deemed to refer to The Bank
of New York. 
 
    9.  DTC may direct the Issuer and the Transfer Agent and
Registrar to use any other telecopy number or address of DTC as
the number or address to which notices or payments may be sent. 
 
    10.  In the event of a conversion, redemption, or any other
similar transaction (e.g., tender made and accepted in response
to the Issuer's or the Transfer Agent and Registrar's invitation)
necessitating a reduction in the aggregate number of Preferred
Securities outstanding evidenced by the Global Certificate, DTC,
in its discretion:  (a) may request the Issuer or the Transfer
Agent and Registrar to issue and countersign a new Global
Certificate; or (b) may make an appropriate notation on the
Global Certificate indicating the date and amount of such
reduction. 
 
    11.  DTC may discontinue its services as a securities
depositary with respect to the Preferred Securities at any time
by giving reasonable prior written notice to the Issuer and the
Transfer Agent and Registrar (at which time DTC will confirm with
the Issuer or the Transfer Agent and Registrar the aggregate
number of Preferred Securities deposited with it) and discharging
its responsibilities with respect thereto under applicable law. 
Under such circumstances, the Issuer may determine to make
alternative arrangements for book-entry settlement for the
Preferred Securities, make available one or more separate global
certificates evidencing Preferred Securities to any Participant
having Preferred Securities credited to its DTC account, or issue
definitive Preferred Securities to the beneficial holders
thereof, and in any such case, DTC agrees to cooperate fully with
the Issuer and the Transfer Agent and Registrar and to return the
Global Certificate, duly endorsed for transfer as directed by the
Issuer or the Transfer Agent and Registrar, together with any
other documents of transfer reasonably requested by the Issuer or
the Transfer Agent and Registrar. 

    12.  In the event that the Issuer determines that beneficial
owners of Preferred Securities shall be able to obtain definitive
Preferred Securities, the Issuer or the Transfer Agent and
Registrar shall notify DTC of the availability of certificates. 
In such event, the Issuer or the Transfer Agent and Registrar
shall issue, transfer and exchange certificates in appropriate
amounts, as required by DTC and others, and DTC agrees to
cooperate fully with the Issuer and the Transfer Agent and
Registrar and to return the Global Certificate, duly endorsed for
transfer as directed by the Issuer or the Transfer Agent and
Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and
Registrar.

    13.  This letter may be executed in any number of
counterparts, each of which when so executed shall be deemed to
be an original, but all such counterparts shall together
constitute but one and the same instrument. 

    Nothing herein shall be deemed to require the Transfer Agent
and Registrar to advance funds on behalf of Atlantic Capital I. 

                              Very truly yours, 
                              
                              ATLANTIC CAPITAL I 
                              (As Issuer) 
                              
                              By:            
                                 Administrative Trustee
                              
                              THE BANK OF NEW YORK
                              (As Transfer Agent and Registrar)
                              
                              
                              By             
                                Name: 
                                Title: 
                              
RECEIVED AND ACCEPTED: 

THE DEPOSITORY TRUST COMPANY 


By__________________________ 
    Authorized Officer 
<PAGE>
                                                                 EXHIBIT C 


                   THIS CERTIFICATE IS NOT TRANSFERABLE 


Certificate Number                 Number of Common Securities
    C-1 

                 Certificate Evidencing Common Securities

                                    of

                            Atlantic Capital I 

                         8.25% Common Securities 
               (liquidation amount $25 per Common Security) 

    Atlantic Capital I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies
that Atlantic City Electric Company (the "Holder") is the
registered owner of ____________________ ____________________
(________) common securities of the Trust representing undivided
beneficial interests in the assets of the Trust and designated
the 8.25% Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities").  In accordance with Section
5.10 of the Trust Agreement (as defined below) the Common
Securities are not transferable and any attempted transfer hereof
shall be void.  The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the
Common Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended
and Restated Trust Agreement of the Trust dated as of October 1,
1996, among Atlantic City Electric Company, a New Jersey
corporation, The Bank of New York, a New York banking
corporation, as trustee, The Bank of New York (Delaware), a
Delaware banking corporation, as trustee, Robert K. Marshall, an
individual, as trustee, and Stephanie M. Scola, an individual, as
trustee, as the same may be amended from time to time (the "Trust
Agreement"), including the designation of the terms of the Common
Securities as set forth therein.  The Trust 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, one of the Administrative Trustees
of the Trust has executed this certificate this ______ day of
______, ____. 


                              ATLANTIC CAPITAL I 
                              
                               
                              By             
                                Name: 
                                Administrative Trustee
                              <PAGE>
                                                 
                 EXHIBIT D


                 AGREEMENT AS TO EXPENSES AND LIABILITIES 



         AGREEMENT dated as of October 1, 1996, between Atlantic
City Electric Company, a New Jersey corporation ("the Company"),
and Atlantic Capital I, a Delaware business trust (the "Trust").

         WHEREAS, the Trust intends to issue its Common
Securities (the "Common Securities") to and receive 8.25% Junior
Subordinated Deferrable Interest Debentures ("Debentures") from
the Company and to issue and sell to the public 8.25% Cumulative
Quarterly Income Preferred Securities (the "Preferred
Securities") with such powers, preferences and special rights and
restrictions as are set forth in the Amended and Restated Trust
Agreement of the Trust dated as of October 1, 1996, as the same
may be amended from time to time (the "Trust Agreement"); 
 
         WHEREAS, The Company will directly or indirectly own
all of the Common Securities of Trust and will issue the
Debentures to the Trust; 
 
         NOW, THEREFORE, in consideration of the purchase by
each holder of the Preferred Securities, which purchase the
Company hereby agrees shall benefit the Company and which
purchase the Company acknowledges will be made in reliance upon
the execution and delivery of this Agreement, the Company and
Trust hereby agree as follows: 


                                 ARTICLE I

         Section 1.1.  Guarantee by the Company. 

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

         SECTION 1.2.  Term of Agreement.

         This Agreement shall terminate and be of no further
force and effect upon the later of (a) the date on which full
payment has been made of all amounts payable to all holders of
all the Preferred Securities (whether upon redemption,
liquidation, exchange or otherwise) and (b) the date on which
there are no Beneficiaries remaining; provided, however, that
this Agreement shall continue to be effective or shall be
reinstated, as the case may be, if at any time any holder of
Preferred Securities or any Beneficiary must restore payment of
any sums paid under the Preferred Securities, under any
Obligation, under the Guarantee Agreement dated the date hereof
by the Company and The Bank of New York as guarantee trustee or
under this Agreement for any reason whatsoever.  This Agreement
is continuing, irrevocable, unconditional and absolute. 

         Section 1.3.  Waiver of Notice.

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

         Section 1.4.  No Impairment. 

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

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

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

         (c)     the voluntary or involuntary liquidation,
    dissolution, sale of any collateral, receivership,
    insolvency, bankruptcy, assignment for the benefit of
    creditors, reorganization, arrangement, composition or
    readjustment of debt of, or other similar proceedings
    affecting, the Trust or any of the assets of the Trust. 
 
There shall be no obligation of the Beneficiaries to give notice
to, or obtain the consent of, the Company with respect to the
happening of any of the foregoing.

         Section 1.5.  Enforcement.

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

         Section 1.6.  Subrogation. 

         The Company shall be subrogated to all (if any) rights
of the Trust in respect of any amounts paid to the Beneficiaries
by the Company under this Agreement; provided, however, that the
Company shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any rights
which it may acquire by way of subrogation or any indemnity,
reimbursement or other agreement, in all cases as a result of
payment under this Agreement, if, at the time of any such
payment, any amounts are due and unpaid under this Agreement. 


                                ARTICLE II

         Section 2.1.  Binding Effect. 

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

         Section 2.2.  Amendment. 

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

         Section 2.3.  Notices. 

         Any notice, request or other communication required or
permitted to be given hereunder shall be given in writing by
delivering the same 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): 
 
         Atlantic Capital I
         c/o The Bank of New York 
         101 Barclay Street - 21W
         New York, New York  10286
         Attention:  Corporate Trust Department
         Facsimile No.: (212) 815-5915

         Atlantic City Electric Company 
         6801 Black Horse Pike
         Egg Harbor Township
         New Jersey 08234-4130
         Facsimile No.: (609) 645-4132 
         Attention: Treasurer 

         Section 2.4.   Applicable Law.

         This agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York.

         THIS AGREEMENT is executed as of the day and year first
above written. 
                              
                              ATLANTIC CITY ELECTRIC COMPANY 
                              
                              
                              By:_________________________ 
                                 Name: 
                                 Title: 
                              
                              
                              ATLANTIC CAPITAL I 
                              
                              
                              By:_________________________ 
                                 Name: 
                                 Administrative Trustee
                              <PAGE>
                                             
     
                EXHIBIT E


         IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE
INSERT - This Preferred Security is a Global Certificate within
the meaning of the Trust Agreement hereinafter referred to and is
registered in the name of The Depository Trust Company (the
"Depository") or a nominee of the Depository.  This Preferred
Security is exchangeable for Preferred Securities registered in
the name of a person other than the Depository or its nominee
only in the limited circumstances described in the Trust
Agreement and no transfer of this Preferred Security (other than
a transfer of this Preferred Security as a whole by the
Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances. 
 
         Unless this Preferred Security is presented by an
authorized representative of The Depository Trust Company (55
Water Street, New York) to Atlantic Capital I or its agent for
registration of transfer, exchange or payment, and any Preferred
Security issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede &
Co. or to such other entities as is requested by an authorized
representative of The Depository Trust Company, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein. 

    Certificate Number            Number of Preferred Securities


         P-                            CUSIP NO. 048272 20 7 


               Certificate Evidencing Preferred Securities 

                                    of
 
                            Atlantic Capital I 
 
          8.25% Cumulative Quarterly Income Preferred Securities
           (liquidation preference $25 per Preferred Security) 


         Atlantic Capital I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby
certifies that ____________________ (the "Holder") is the
registered owner of ______ (______) preferred securities of the
Trust representing an undivided beneficial interest in the assets
of the Trust and designated the Atlantic Capital I 8.25%
Cumulative Quarterly Income Preferred Securities (liquidation
preference $25 per Preferred Security) (the "Preferred
Securities").  The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.4 of the Trust
Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this
certificate and the Preferred Securities represented hereby are
issued and shall in all respects be subject to the terms and
provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of October 1, 1996, among Atlantic City Electric
Company, a New Jersey corporation (the "Company"), The Bank of
New York, a New York banking corporation, as trustee, The Bank of
New York (Delaware), a Delaware banking corporation, as trustee,
Robert K. Marshall, an individual, as trustee, and Stephanie M.
Scola, an individual, as trustee, as the same may be amended from
time to time (the "Trust Agreement"), including the designation
of the terms of Preferred Securities as set forth therein.  The
payment of distributions on the Preferred Securities is
deferrable and the Preferred Securities may be redeemed as more
fully set forth in the Trust Agreement.  The Holder is entitled
to the benefits of the Guarantee Agreement entered into by the
Company and The Bank of New York, as guarantee trustee, dated as
of October 1, 1996 (the "Guarantee"), to the extent provided
therein. The Trust will furnish a copy of the Trust Agreement and
the Guarantee to the Holder without charge upon written request
to the Trust at its principal place of business or registered
office.

<PAGE>

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

         IN WITNESS WHEREOF, one of the Administrative Trustees
of the Trust has executed this certificate this ___________ day
of ______, ____, 1996. 
 
 
                              ATLANTIC CAPITAL I 
                              
                              
                              
                                By:______________________________
                                    Name: 
                                    Administrative Trustee 
                              
<PAGE>
                                ASSIGNMENT


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

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

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(Insert address and zip code of assignee)

and irrevocably appoints

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


Date:_____________

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

Signature(s) Guaranteed:

-------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.<PAGE>