<PAGE>

                                                                    Exhibit 4.19


                          FORM OF AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      AMONG

                    PARTNERRE FINANCE II INC., AS DEPOSITOR,

                              JPMORGAN CHASE BANK,
                               AS PROPERTY TRUSTEE

                 CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,
                              AS DELAWARE TRUSTEE,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                           DATED AS OF_______ __, 200_

                           PARTNERRE CAPITAL TRUST II




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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<S>                                                                                                <C>
                                           Article I

                                          DEFINED TERMS

Section 1.1   DEFINITIONS......................................................................       1

                                           Article II

                                    ESTABLISHMENT OF THE TRUST

Section 2.1   NAME ............................................................................       9
Section 2.2   OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS .....................       9
Section 2.3   INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES .................       9
Section 2.4   ISSUANCE OF THE PREFERRED SECURITIES ............................................       9
Section 2.5   ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF DEBENTURES ......      10
Section 2.6   DECLARATION OF TRUST ............................................................      10
Section 2.7   AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS ................................      10
Section 2.8   ASSETS OF TRUST .................................................................      14
Section 2.9   TITLE TO TRUST PROPERTY .........................................................      14
Section 2.10  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES ..........................      14

                                           Article III

                                         PAYMENT ACCOUNT

Section 3.1   PAYMENT ACCOUNT .................................................................      14

                                           Article IV

                               CERTAIN TERMS OF THE TRUST SECURITIES

Section 4.1   DISTRIBUTIONS ...................................................................      15
Section 4.2   REDEMPTION ......................................................................      16
Section 4.3   SUBORDINATION OF COMMON SECURITIES ..............................................      18
Section 4.4   PAYMENT PROCEDURES ..............................................................      19
Section 4.5   TAX RETURNS AND REPORTS .........................................................      19
Section 4.6   PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST .....................................      20
Section 4.7   PAYMENTS UNDER INDENTURE ........................................................      20
Section 4.8   CUSIP NUMBERS ...................................................................      20
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                                                      <C>
                                              Article V

                                      TRUST SECURITIES CERTIFICATES

Section 5.1     INITIAL OWNERSHIP....................................................................    20
Section 5.2     THE TRUST SECURITIES CERTIFICATES ...................................................    20
Section 5.3     EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES .............................    21
Section 5.4     REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES CERTIFICATES ..........    21
Section 5.5     MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES ..................    22
Section 5.6     PERSONS DEEMED SECURITYHOLDERS ......................................................    22
Section 5.7     ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES ..............................    22
Section 5.8     MAINTENANCE OF OFFICE OR AGENCY .....................................................    23
Section 5.9     APPOINTMENT OF PAYING AGENT .........................................................    23
Section 5.10    OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR .........................................    24
Section 5.11    BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; COMMON SECURITIES CERTIFICATE .........    24
Section 5.12    NOTICES TO CLEARING AGENCY ..........................................................    25
Section 5.13    DEFINITIVE PREFERRED SECURITIES CERTIFICATES ........................................    25
Section 5.14    RIGHTS OF SECURITYHOLDERS ...........................................................    26
Section 5.15    RIGHTS AND IMMUNITIES OF THE REGISTRAR ..............................................    28
Section 5.16    RIGHTS AND IMMUNITIES OF THE PAYING AGENT ...........................................    28
Section 5.17    NO OBLIGATION FOR CLEARING AGENCY ...................................................    28

                                              Article VI

                              ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

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 .......................................................................    30
Section 6.5     PROXIES, ETC. .......................................................................    30
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 .............................................................    31
Section 6.9     INSPECTION OF RECORDS ...............................................................    32

                                              Article VII

                                      REPRESENTATIONS AND WARRANTIES

Section 7.1     REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE ..............................    32
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                 <C>
Section 7.2    REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE.............. 33
Section 7.3    REPRESENTATIONS AND WARRANTIES OF DEPOSITOR......................... 34

                                  Article VIII

                                  THE TRUSTEES

Section 8.1    CERTAIN DUTIES AND RESPONSIBILITIES................................. 35
Section 8.2    CERTAIN NOTICES..................................................... 37
Section 8.3    CERTAIN RIGHTS OF PROPERTY TRUSTEE.................................. 37
Section 8.4    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.............. 40
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, DEBENTURE
               ISSUER OR TRUST..................................................... 45
Section 8.14   REPORTS BY PROPERTY TRUSTEE......................................... 45
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

                DISSOLUTION, LIQUIDATION, TERMINATION AND MERGER

Section 9.1    DISSOLUTION UPON EXPIRATION DATE.................................... 47
Section 9.2    EARLY DISSOLUTION................................................... 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

Section 10.1   LIMITATION OF RIGHTS OF SECURITYHOLDERS............................. 50
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<S>                                                                                  <C>
Section 10.2    AMENDMENT........................................................... 50
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............................................................ 52
Section 10.8    REPORTS, NOTICES AND DEMANDS........................................ 52
Section 10.9    AGREEMENT NOT TO PETITION........................................... 53
Section 10.10   TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.............. 53
Section 10.11   ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE..... 55
</TABLE>

Exhibit A    CERTIFICATE OF TRUST OF PARTERRE CAPITAL TRUST II

Exhibit B    LETTER TO DTC PERTAINING TO THE PREFERRED SECURITIES

Exhibit C    CERTIFICATE EVIDENCING COMMON SECURITIES OF PARTNERRE CAPITAL TRUST
             II

Exhibit D    CERTIFICATE EVIDENCING PREFERRED SECURITIES OF PARTNERRE CAPITAL
             TRUST II

                                      -iv-

<PAGE>

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

<TABLE>
<CAPTION>
TRUST INDENTURE                                                TRUST
  ACT SECTION                                                  AGREEMENT SECTION
<S>                                                            <C>
(S)(S)310(a)(1)................................................              8.7
(a) (2)........................................................              8.7
(a) (3)........................................................              8.9
(a) (4)........................................................       2.7(a)(ii)
(b)............................................................              8.8
(S)(S)311(a)...................................................             8.13
(b)............................................................             8.13
(S)(S)312(a)...................................................              5.7
(b)............................................................              5.7
(c)............................................................              5.7
(S)(S)313(a)...................................................          8.14(a)
(a)(4).........................................................          8.14(b)
(b)............................................................          8.14(b)
(c)............................................................             10.8
(d)............................................................          8.14(c)
(S)(S)314(a)...................................................             8.15
(b) ...........................................................   Not Applicable
(c)(1) ........................................................             8.16
(c)(2) ........................................................             8.16
(c) (3) .......................................................   Not Applicable
(d) ...........................................................   Not Applicable
(e) ...........................................................        1.1, 8.16
(S)(S)315(a) ..................................................   8.1(a), 8.3(a)
(b) ...........................................................        8.2, 10.8
(c) ...........................................................           8.1(a)
(d) ...........................................................         8.1, 8.3
(e) ...........................................................   Not Applicable
(S)(S)316(a) ..................................................   Not Applicable
(a)(1)(A) .....................................................   Not Applicable
(a)(1)(B) .....................................................   Not Applicable
(a) (2) .......................................................   Not Applicable
(b) ...........................................................   Not Applicable
(c) ...........................................................              6.7
(S)(S)317(a) (1) ..............................................   Not Applicable
(a) (2) .......................................................   Not Applicable
(b) ...........................................................             5.9
(S)(S)318(a) ..................................................            10.10
</TABLE>

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

                                      -v-

<PAGE>

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of_______ __, 200_, among
(i) PARTNERRE FINANCE II INC., a Delaware corporation (including any successors
or assigns, the "Depositor"), (ii) JPMORGAN CHASE BANK, a New York banking
                 ---------
corporation, as property trustee (the "Property Trustee" and, in its individual
                                       ----------------
capacity and not in its capacity as Property Trustee, the "Bank"), (iii) CHASE
                                                           ----
MANHATTAN BANK USA, NATIONAL ASSOCIATION, a national banking association, as
Delaware trustee (in such capacity, the "Delaware Trustee"), (iv) Albert
                                         ----------------
Benchimol, an individual, as an Administrative Trustee, and Christine Patton, an
individual, as an administrative trustee, each of whose address is c/o PartnerRe
Ltd., 96 Pitts Bay Road, Pembroke HM 08, Bermuda (the Property Trustee, the
Delaware Trustee and the administrative trustees as herein after defined are
referred to collectively as the "Trustees") and (v) the several Holders, as
                                 --------
hereinafter defined.

                                   WITNESSETH

     WHEREAS, PartnerRe Finance II Inc., as original sponsor of the Trust and
certain of the Trustees (the "Original Trustees") have heretofore duly declared
                              -----------------
and established a business trust pursuant to the Delaware Business Trust Act by
the entering into of that certain Trust Agreement, dated as of December 11, 2001
(the "Original Trust Agreement"), and by the execution by the Original Trustees
      ------------------------
and filing with the Secretary of State of the State of Delaware of the
Certificate of Trust, filed on December 11, 2001 (the "Certificate of Trust"),
                                                       --------------------
attached as Exhibit A;
            ---------

     WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities 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 Debenture Issuer (as hereinafter defined) of all of the right, title
and interest in the Debentures and (iv) the appointment of additional
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;

<PAGE>

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

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

     "Act" has the meaning specified in Section 6.8.
      ---

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

     "Additional Interest" has the meaning specified in Section 1.1 of the
      -------------------
Indenture.

     "Additional Sums" has the meaning specified in Section 10.8 of the
      ---------------
Indenture.

     "Administrative Trustee" means each of Albert Benchimol and Christine
      ----------------------
Patton, solely in such Person's capacity as Administrative Trustee of the Trust
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.

     "Authorized Officer" means, when used with respect to the Depositor, the
      ------------------
Chairman of the Board of Directors, a Vice Chairman, the President, a Vice
President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer,
the Chief Investment Officer, the Chief Accounting Officer, the General Counsel,
the Secretary or an Assistant Secretary, of the Depositor.

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

     "Bankruptcy Event" means, with respect to any Person (a) the entry by a
      ----------------
court having competent jurisdiction of (i) a decree or order for relief in
respect of such Person in an involuntary proceeding under any applicable
bankruptcy, insolvency, reorganization (other than a reorganization under a
foreign law that does not relate to insolvency) or other similar law and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or (ii) a decree or order adjudging such Person to be
insolvent, or approving a petition seeking reorganization (other than a
reorganization under a foreign law that does not relate to insolvency),
arrangement, adjustment or composition of such Person and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days; or
(iii) a final and non-appealable order appointing a custodian, receiver,
liquidator, assignee, trustee or other similar

                                       -2-

<PAGE>

official of such Person or of any substantial part of the property of such
Person, or ordering the winding up or liquidation of the affairs of such Person;
or (b) the commencement by such Person of a voluntary proceeding under any
applicable bankruptcy, insolvency, reorganization (other than a reorganization
under a foreign law that does not relate to insolvency) or other similar law or
of a voluntary proceeding seeking to be adjudicated insolvent or the consent by
such Person to the entry of a decree or order for relief in an involuntary
proceeding under any applicable bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any insolvency proceedings against it, or
the filing by such Person of a petition or answer or consent seeking
reorganization, arrangement, adjustment or composition of such Person or relief
under any applicable law, or the consent by such Person to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of such Person or any
substantial part of the property of such Person or the making by such Person of
an assignment for the benefit of creditors, or the taking of corporate action by
such Person in furtherance of any such action.

     "Bankruptcy Law" 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 Depositor 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, delivered to the appropriate Trustee or 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 or (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.

     "Certificate Depository Agreement" means the agreement among the Trust, the
      --------------------------------
Depositor and DTC, 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 to this
      --------------------
Trust Agreement.

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

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

     "Closing Date" has the meaning specified in the Underwriting Agreement,
      ------------
which date is also the date of execution and delivery of this Trust Agreement.

                                       -3-

<PAGE>

     "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 $__ 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
      ----------------------
at which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Agreement is located at JPMorgan Chase Bank, 450 West 33/rd/
Street, 15/th/ Floor, New York, New York 10001, Attention: Institutional Trust
Services, or at any other such address as the Property Trustee may designate
from time to time by notice to the parties hereto.

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

     "Debenture Guarantor" means PartnerRe Ltd., a Bermuda company, in its
      -------------------
capacity as guarantor under the Indenture, and its successors.

     "Debenture Issuer" means PartnerRe Finance II Inc., a Delaware corporation,
      ----------------
in its capacity as the issuer of the Debentures under the Indenture, and its
successors.

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

     "Debenture Trustee" means JPMorgan Chase Bank, a New York banking
      -----------------
corporation, solely in its capacity as trustee and not in its individual
capacity under the Indenture, or any successor trustee appointed as therein
provided.

     "Debentures" means the aggregate principal amount of the Debenture Issuer's
      ----------
__ % Junior Subordinated Debt Securities due _______ __, ____ issued pursuant to
the Indenture and guaranteed by the Debenture Guarantor.

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

                                       -4-

<PAGE>

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

     "Delaware Trustee" means the banking association identified as the
      ----------------
"Delaware Trustee" in the first paragraph of this Trust Agreement solely in its
capacity as Delaware Trustee of the Trust and not in its individual capacity, or
its successor in interest in such capacity, or any successor trustee appointed
as herein provided.

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

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

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

     "DTC" means The Depository Trust Company.
      ---

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

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

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

     "Guarantee" means the Preferred Securities Guarantee Agreement executed and
      ---------
delivered by the Preferred Securities Guarantor and JPMorgan Chase Bank, 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 ________,
      ---------
among the Debenture Issuer, the Debenture Guarantor and the Debenture Trustee,
as trustee, as amended or supplemented from time to time.

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

     "Issuer" means the Trust, as issuer of the Trust Securities.
      ------

     "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.

                                       -5-

<PAGE>

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

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

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

     "Officers' Certificate" means a certificate signed by two Authorized
      ---------------------
Officers, at least one of which is a principal executive, principal financial or
principal accounting officer, that complies with the requirements of Section
314(e) of the Trust Indenture Act and is delivered to the appropriate Trustee or
Trustees.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
      ------------------
for the Trust, the Property Trustee or the Depositor, as the case may be, or
other counsel who shall be reasonably acceptable to the Property Trustee, that,
if required by the Trust Indenture Act, complies with the requirements of
Section 314(e) of the Trust Indenture Act.

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

     "Original Trustees" 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 Section 5.4, Section 5.5, Section 5.11, Section 5.13, unless there shall
     have been presented to the Property Trustee proof satisfactory to it that
     such Preferred Security is held by a bona fide purchaser in whose hand such
     Preferred Security is a valid obligation of the Trust; 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 or are
     present at a meeting of Securityholders for quorum purposes, 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 (i) in determining whether any Trustee shall be
     protected in relying upon any such request, demand, authorization,
     direction, notice,

                                       -6-

<PAGE>

         consent or waiver, only Preferred Securities that such Trustee knows to
         be so owned shall be so disregarded and (ii) 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 Administrative Trustees
         and/or any of their Affiliates. 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 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 Paying Agent in its
trust department for the benefit of the Securityholders in which all amounts
paid in respect of the Debentures will be held and from which the Property
Trustee shall make payments to the Securityholders in accordance with Section
4.1 and Section 4.2.

         "Person" means any individual, corporation, partnership, joint venture,
          ------
trust, limited liability company, 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 $__ and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

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

         "Preferred Securities Guarantor" means PartnerRe Ltd., a Bermuda
          ------------------------------
company, in its capacity as guarantor under the Guarantee, and its successors.

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

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

                                       -7-

<PAGE>

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

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

         "Responsible Officer" means, with respect to the Property Trustee, any
          -------------------
officer within the Corporate Trust Office of the Property Trustee with direct
responsibility for the administration of this Trust Agreement and also means,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of that officer's knowledge of and familiarity
with the particular subject.

         "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
being a beneficial owner within the meaning of the Delaware Business Trust Act;
provided, however, that in determining whether the Holders of the requisite
amount of Preferred Securities have voted on any matter provided for in this
Trust Agreement, then for purposes of any such determination, so long as
Definitive Preferred Securities Certificates have not been issued, the term
Securityholders or Holders as used herein shall refer to the Owners.

         "Trust" means the Delaware business trust created by the Original Trust
          -----
Agreement and the Certificate of Trust and continued hereby and identified on
the cover page to this Trust Agreement.

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
          -------------------
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.

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

                                       -8-

<PAGE>

         "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 as of
          ----------------------
________, __, 200_, among the Trust, the Depositor, the Debenture Guarantor and
the Underwriters named therein.

                                   Article II

                           ESTABLISHMENT OF THE TRUST

         Section 2.1 NAME.

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

         Section 2.2 OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
BUSINESS.

         The address of the initial Delaware Trustee in the State of Delaware is
Chase Manhattan Bank USA, National Association, 500 Stanton Christiana Road,
OPS4--3/rd/ Floor, Newark, Delaware 19173, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the
Depositor. The principal executive office of the Trust is c/o PartnerRe U.S.
Corporation, One Greenwich Plaza, Greenwich CT 06830-6352.

         Section 2.3 INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES.

         The Trustees acknowledge 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.

         The Depositor, both on its own behalf and on behalf of the Trust and as
Trust sponsor under the Original Trust Agreement, has executed and delivered the
Underwriting Agreement. On the Closing Date, an Administrative Trustee, on
behalf of the Trust, shall execute, and the Property Trustee shall authenticate,
in accordance with Section 5.3 and such Administrative Trustee shall deliver to
the Underwriters named in the Underwriting Agreement Preferred

                                       -9-

<PAGE>

Securities Certificates, registered in the name of the nominee of the initial
Clearing Agency, in an aggregate amount of ___________Preferred Securities
having an aggregate Liquidation Amount of $___________, against receipt of an
aggregate purchase price of such Preferred Securities of $___________, which
amount such Administrative Trustee shall promptly deliver to the Property
Trustee.

         Section 2.5 ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND
PURCHASE OF DEBENTURES.

         (a) On the Closing Date, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 5.2 and deliver to the Depositor
Common Securities Certificates, registered in the name of the Depositor, in an
aggregate amount of _______Common Securities having an aggregate Liquidation
Amount of $_______, against payment by the Depositor of such amount, which
amount such Administrative Trustee shall promptly deliver to the Property
Trustee. Contemporaneously therewith, an Administrative Trustee, on behalf of
the Trust, shall subscribe to and purchase from the Debenture Issuer Debentures,
registered in the name of the Trust and in an aggregate principal amount of
$___________ and, in satisfaction of the purchase price for such Debentures, the
Property Trustee, on behalf of the Trust, shall deliver to the Debenture Issuer
the sum of $___________.

         (b) On the Closing Date, an Administrative Trustee, on behalf of the
Trust, shall subscribe to and purchase from the Debenture Issuer Debentures,
registered in the name of the Property Trustee and in an aggregate principal
amount equal to the aggregate Liquidation Amount of the Preferred Securities and
Common Securities issued and sold on such date, and, in satisfaction of the
purchase price for such Debentures, the Property Trustee, on behalf of the
Trust, shall deliver to the Debenture Issuer the amount received on such date
from one of the Administrative Trustees pursuant to the last sentences of
Section 2.4 and Section 2.5(a), respectively.

         Section 2.6 DECLARATION OF TRUST.

         The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures, 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, subject to the terms
and conditions hereof. The Property Trustee hereby declares that it will hold
the Trust Property 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. 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(a) of the Delaware Business Trust
Act.

         Section 2.7 AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

         (a) The Trustees shall conduct the affairs of the Trust in accordance
with the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section and

                                      -10-

<PAGE>

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 Administrative Trustee 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 of the Administrative Trustees, acting
     singly or together, shall have the power and authority to act on behalf of
     the Trust with respect to the following matters:

              (A) comply with the Underwriting Agreement regarding the issuance
          and sale of the Trust Securities;

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

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

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

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

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

              (G) the establishment of a record date for any of the purposes
          contemplated by Section 6.7 hereof;

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

              (I) 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

                                      -11-

<PAGE>

     documents that the Administrative Trustees have the power to execute
     pursuant to this Trust Agreement; and

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

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

          (A) the establishment of the Payment Account;

          (B) the receipt of the Debentures;

          (C) the collection 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 provided that the Property Trustee and the Paying
     Agent are the same Person;

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

          (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 preparation, execution
     and filing of the certificate of cancellation with the Secretary of State
     of the State of Delaware;

          (I) after a Debenture 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 to protect and conserve the Trust Property for the
     benefit of the Securityholders (without consideration of the effect of any
     such action on any particular Securityholder); and

          (J) engaging in such ministerial activities as shall be necessary,
     appropriate, convenient or incidental to effect the repayment of the
     Preferred Securities and the Common Securities to the extent the Debentures
     mature or are redeemed.

                                      -12-

<PAGE>

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

     (b) So long as this Trust Agreement remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not cause the Trust to (i) acquire any
investments or engage in any activities not authorized by this Trust Agreement,
(ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise
dispose of any of the Trust Property or interests therein, including to
Securityholders, except as expressly provided herein, (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, including any
     amendments thereto;

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

         (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

                                      -13-

<PAGE>

            (vi)  the taking of any other actions deemed by the Depositor to be
     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 Investment Company Act or
classified as an association taxable as a corporation for United States Federal
income tax purposes and so that the Debentures will be treated as indebtedness
of the Debenture Issuer for United States Federal income tax purposes. In this
connection, the Depositor and the Administrative Trustees are authorized to take
any action, not inconsistent with applicable law, the Certificate of Trust or
this Trust Agreement, that each of the Depositor and the Administrative Trustees
determines in 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 Trust and the Securityholders in
accordance with this Trust Agreement.

     Section 2.10 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

     The recitals contained in this Trust Agreement and the Securities shall be
taken as the statements of the Depositor, and the Trustees do not assume any
responsibility for their correctness. The Trustees do not make any
representations as to the value or condition of the property of the Trust or any
part thereof. The Trustees do not make any representations as to the validity or
sufficiency of this Declaration or the Securities.

                                   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.

                                      -14-

<PAGE>

     (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

                      CERTAIN TERMS OF THE TRUST SECURITIES

     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_______ __, 20__, and shall be
payable quarterly in arrears on _______ __,_______ __,_______ __ and_______ __
of each year, commencing on _______ __, 200_ except as otherwise described
below. The Debenture Issuer has the right under the Indenture, at any time and
from time to time, to defer payments of interest for such period or periods as
may be specified with respect to the Debentures (each, an "Extension Period"),
                                                           ----------------
on the terms and conditions specified in the Indenture. As a consequence of such
deferral, Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accumulate at the rate set forth in paragraph
Section 4.1, together with additional distributions thereon (to the extent
permitted by applicable law) at the rate at which Additional Interest is then
accruing on the Debentures, compounded quarterly during any such Extension
Period. 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
additional distributions or other payment in respect of any such delay), in each
case with the same force and effect as if made on the date such payment was
originally payable (each date on which distributions are payable in accordance
with this Section 4.1(a), a "Distribution Date"); provided however, if such
                             -----------------
Business Day is in the next succeeding calendar year, the payment of such
Distribution shall be made on the immediately preceding Business Day.

     (b) The Trust Securities represent undivided beneficial interests in the
Trust Property, and, as a practical matter, the Distributions on the Trust
Securities shall be payable at a rate of __ % per annum of the Liquidation
Amount of the Trust Securities. The term "Distributions" as used herein includes
such cash distributions and any accumulated or additional distributions that are
payable hereunder unless otherwise stated. The amount of Distributions payable
for any full or partial period shall be computed on the basis of a 360-day year
of twelve 30-day months. The amount of Distributions payable for any period
shall include Additional Amounts, if any.

     (c) The Property Trustee shall, and is directed to, make Distributions on
the Trust Securities payable to the Holders thereof on each Distribution Date,
but only to the extent that the Trust has funds then on hand and available in
the Payment Account for the payment of such Distributions.

     (d) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register at the close of business

                                      -15-

<PAGE>

on the relevant record date, which, as long as the Preferred Securities remain
in book-entry only form, shall be the day immediately preceding such
Distribution Date. The relevant record dates for the Common Securities shall be
the same record dates as for the Preferred Securities. If the Preferred
Securities shall not continue to remain in book-entry only form or are not in
book-entry only form at issuance, the relevant record dates for the Preferred
Securities shall be the dates 15 calendar days prior to the relevant
Distribution Dates, which Distribution Dates shall correspond to the interest
payment dates on the Debentures. Distributions payable on any Trust Securities
that are not punctually paid on any Distribution Date, as a result of the
Debenture Issuer (or the Debenture Guarantor on its behalf) having failed to
make an interest payment under the Debentures, will cease to be payable to the
Person in whose name such Trust Securities are registered on the relevant record
date, and such defaulted Distribution will instead be payable to the Person in
whose name such Trust Securities are registered on the special record date or
other specified date for determining Debenture holders entitled to such
defaulted interest established in accordance with the Indenture.

     (e) In the event that there is any money or other property held by or for
the Trust that is not accounted for hereunder, such property shall be
distributed pro rata among the Holders of the Trust Securities. A reference
herein to any payment, distribution or treatment as being "pro rata" shall mean
pro rata to each Holder of Trust Securities according to the aggregate
Liquidation Amount of the Trust Securities held by the relevant Holder in
relation to the aggregate Liquidation Amount of all Trust Securities outstanding
unless, in relation to a payment, a Debenture Event of Default has occurred and
is continuing, in which case any funds available to make such payment shall be
paid first to each Holder of the Preferred Securities pro rata according to the
aggregate Liquidation Amount of Preferred Securities held by the relevant Holder
relative to the aggregate Liquidation Amount of all Preferred Securities
outstanding, and only after satisfaction of all amounts owed to the Holders of
the Preferred Securities, to each Holder of Common Securities pro rata according
to the aggregate Liquidation Amount of Common Securities held by the relevant
Holder relative to the aggregate Liquidation Amount of all Common Securities
outstanding.

     Section 4.2 REDEMPTION.

     (a) On each Debenture Redemption Date and on the stated maturity of the
Debentures, the Trust will be required to redeem a Like Amount of Trust
Securities at a price per Trust Security equal to the Redemption Price.

     (b) Notice of redemption shall be given by the Property Trustee at the
expense of the Depositor 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;

                                      -16-

<PAGE>

         (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 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 (which notice
shall be irrevocable) in respect of any Preferred Securities, then, by 12:00
noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the
Property Trustee will, so long as the Preferred Securities are in
book-entry-only form, irrevocably deposit with the Clearing Agency for the
Preferred Securities funds sufficient to pay the applicable Redemption Price and
will give such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the relevant Persons' accounts at such Clearing Agency on
the applicable Redemption Date. If the Preferred Securities are no longer in
book-entry-only form, and in the case of the Common Securities, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders thereof upon surrender of their Trust Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then immediately prior to the close of business on the
date of such deposit, all rights of Securityholders holding Trust Securities so
called for redemption will cease, except the right of such Securityholders to
receive the Redemption Price and any Distributions payable on or prior to the
Redemption Date, but without interest, and such Securities will cease to be
outstanding. In the event that any date on which any Redemption Price is payable
is not a Business Day, then payment of the Redemption Price payable on such date
will be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay); provided that, if the
Business Day is in the next succeeding calendar year, payment will be made on
the immediately preceding Business Day. 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
Preferred Securities Guarantor 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. The notice if mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, failure to give such notice by mail or any
defect in

                                      -17-

<PAGE>

the notice to the Holder of Trust Securities to be redeemed as a whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Trust Security.

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

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

     (g) Any determination made by the Property Trustee pursuant to this Section
4.2 shall be conclusive and binding upon the Debenture Issuer and the Holders of
the Trust Securities in the absence of manifest error and the Property Trustee
shall have no liability with respect to such determination.

     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(f), 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
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

                                      -18-

<PAGE>

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 Debenture Event of Default, the
Holder of Common Securities will be deemed to have waived any right to act with
respect to any such Debenture Event of Default under this Trust Agreement until
the effect of all such Debenture Events of Default with respect to the Preferred
Securities have been cured, waived or otherwise eliminated. Until any such
Debenture 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 of Distributions to Holders of
$__________, or more in aggregate Liquidation Amount of Preferred Securities may
be made by wire transfer of immediately available funds upon written request of
such Holder to the Securities Registrar not later than 10 calendar days prior to
the date on which the Distribution is payable. 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 Securityholder.

     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
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.

                                      -19-

<PAGE>

     Section 4.6 PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

     Upon receipt under the Debentures of Additional Sums, the Property Trustee
shall, at the written direction of an Administrative Trustee, 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.

     Section 4.7 PAYMENTS UNDER INDENTURE.

     Any amount payable hereunder to any Holder of Preferred Securities shall be
reduced by the amount of any corresponding payment such Holder (and any Owner
with respect thereto) has directly received pursuant to Section 5.8 of the
Indenture.

     Section 4.8 CUSIP NUMBERS.

     The Trust in issuing the Securities may use "CUSIP," "CINS" and "ISIN"
numbers (if then generally in use), and the Trustees shall use CUSIP, CINS or
ISIN numbers, as the case may be, in notices of redemption or exchange as a
convenience to Holders and no representation shall be made as to the correctness
of such numbers either as printed on the Securities or as contained in any
notice of redemption or exchange.

                                    Article V

                          TRUST SECURITIES CERTIFICATES

     Section 5.1 INITIAL OWNERSHIP.

     Upon the formation 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 Trust Securities Certificates shall be issued in multiples of $__ and
shall be executed on behalf of the Trust by manual signature of at least one
Administrative Trustee. Subject to Section 5.3(b), 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,
shall be validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.4,
Section 5.11 and Section 5.13.

                                      -20-

<PAGE>

     Section 5.3 EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

     (a) Upon their original issuance, the Administrative Trustees shall cause
Trust Securities Certificates, in an aggregate Liquidation Amount as provided in
Section 2.5, to be executed on behalf of the Trust and delivered to or upon the
written order of the Depositor, signed by its Chairman of the Board, a Vice
Chairman, its President, a Vice President or its Treasurer and attested by its
Secretary or one of its Assistant Secretaries, without further corporate action
by the Depositor, in authorized denominations.

     (b) A Trust Security shall not be valid until authenticated by the manual
signature of an authorized signatory of the Property Trustee. The signature
shall be conclusive evidence that the Trust Security has been authenticated
under this Trust Agreement. Upon a written order of the Trust signed by one
Administrative Trustee, the Property Trustee shall authenticate the Trust
Securities for original issue. Each Trust Security shall be dated the date of
its authentication. The Property Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Trust Securities. An authenticating
agent may authenticate Trust Securities whenever the Property Trustee may do so.
Each reference in this Trust Agreement to authentication by the Property Trustee
includes authentication by such agent.

     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"). The registrar
                                        -------------------
designated by the Depositor (the "Securities Registrar"), subject to such
                                  --------------------
reasonable regulations as it may prescribe, shall provide for the registration
of Preferred Securities Certificates and Common Securities Certificates (subject
to Section 5.10 in the case of the Common Securities Certificates) and
registration of transfers and exchanges of Preferred Securities Certificates as
herein provided. If the Depositor fails to designate another entity as
Securities Registrar, the Property Trustee shall act as such for the Preferred
Securities and the Administrative Trustee shall act as Securities Registrar for
the Common Securities.

     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, and the Property
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Preferred Securities Certificates in authorized
denominations of a like aggregate Liquidation Amount dated the date of execution
by such Administrative Trustee or Trustees. The Securities Registrar shall not
be required to register the transfer of any Preferred Securities after such
Preferred Securities have been called for redemption. 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 duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to an

                                      -21-

<PAGE>

Administrative Trustee and the Securities Registrar duly executed by the Holder
or his attorney duly authorized in writing. Each Preferred Securities
Certificate surrendered for registration of transfer or exchange shall be
cancelled and subsequently disposed of by the Securities Registrar in accordance
with customary practice. Registration of transfers or exchanges of Preferred
Securities Certificates shall be effected without service charge by or on behalf
of the Trust, but the Securities Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such transfer or exchange.

     Section 5.5 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate and (b) there shall be delivered to the Securities Registrar and the
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 protected purchaser, the
Administrative Trustees, or any one of them, on behalf of the Trust shall
execute, and the Property Trustee shall authenticate and make available for
delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Trust Securities Certificate, a new Trust Securities Certificate of like
class, tenor and denomination. In connection with the issuance of any new Trust
Securities Certificate under this Section, the Administrative Trustees or the
Securities Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith and
any expenses they incur in replacing the Trust Securities. 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.

     Prior to due presentation of a Trust Securities Certificate for
registration of transfer, the Administrative Trustees or the Securities
Registrar shall treat the Person in whose name any Trust Securities Certificate
shall be registered in the Securities Register as the owner of such Trust
Securities Certificate for the purpose of receiving distributions and for all
other purposes whatsoever, and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such Trust Securities Certificate and
neither the Trustees nor the Securities Registrar shall be bound by any notice
to the contrary.

     Section 5.7 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES.

     The Administrative Trustees shall furnish or cause to be furnished (x) to
the Depositor, within 15 days after receipt by any Administrative Trustee of a
request therefor from the Depositor in writing and (y) to the Property Trustee,
promptly after receipt by any Administrative Trustee of a request therefor from
the Property Trustee in writing in order to enable the Property Trustee to
discharge its obligations under this Trust Agreement, a list, in such form as
the Depositor or the Property Trustee may reasonably require, of the names and

                                      -22-

<PAGE>

addresses of the Securityholders as of a recent date. If Holders of Trust
Securities Certificates evidencing ownership at such time and for the previous
six months of not less than 25% of the Outstanding aggregate Liquidation Amount
apply in writing to any Administrative Trustee, and such application states that
the applicants desire to communicate with other Securityholders with respect to
their rights under this Trust Agreement or under the Trust Securities
Certificates and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Administrative Trustees
shall, within five Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of
Securityholders. 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 Trust shall maintain in New York, New York, 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 and the Trust Agreement may
be served. The Administrative Trustees initially designate the Corporate Trust
Office of JPMorgan Chase Bank as the principal corporate trust office for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor and to the Securityholders of any change in the location of the
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 in writing to
the Property Trustee (if the Property Trustee is not the Paying Agent) and the
Administrative Trustees. Any Paying Agent shall have the revocable power to
withdraw funds from the Payment Account for the purpose of making the
distributions referred to above. The Administrative Trustees may revoke such
power and remove the Paying Agent if such Trustees determine in their sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Trust Agreement in any material respect. The Paying Agent shall
initially be the Property Trustee. Any Person acting as Paying Agent shall be
permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative Trustees, the Property Trustee and the Depositor. In the event
that the Property Trustee shall no longer be the Paying Agent or a successor
Paying Agent shall resign or its authority to act be revoked, the Administrative
Trustees shall appoint a successor (which shall be a bank or trust company that
is acceptable to the Property Trustee and the Depositor) to act as Paying Agent.
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. At the written request of the Administrative Trustees, any
Paying Agent that is not the Property Trustee shall return all unclaimed funds
to the Property Trustee and upon

                                      -23-

<PAGE>

removal of such Paying Agent, such Paying Agent shall also return all funds in
its possession to the Property Trustee, at which time the Paying Agent (if other
than the Trust or an Affiliate of the Trust) shall have no further liability for
the money. The provisions of Section 8.1, Section 8.3 and Section 8.6 herein
shall apply to the Paying Agent appointed hereunder and, to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

     Section 5.10 OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

     On the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of all of the Common Securities then issued by the Trust, in an
amount equal to at least 3% of the total capital of the Trust, at the same time
as the Preferred Securities are issued and sold. The aggregate Liquidation
Amount of the Common Securities at any time shall not be less than 3% of the
total capital of the Trust. 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 EXCEPT AS PROVIDED IN THE TRUST AGREEMENT (AS
DEFINED BELOW)". Each Common Securities Certificate issued to the Depositor
shall be issued pursuant to Section 5.11(b) of this Trust Agreement.

     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 DTC, 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. Except for
Definitive Preferred Securities Certificates as specified herein, 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 Securities Registrar and the Trustees shall be entitled to
     deal with the Clearing Agency for all purposes of this Trust Agreement
     relating to the Book-Entry Preferred Securities Certificates (including the
     payment of the Liquidation Amount of and Distributions on the 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;

                                      -24-

<PAGE>

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

            (iv)  the rights of the Owners of the Book-Entry Preferred
     Securities Certificates shall be exercised only through the Clearing Agency
     and shall be limited to those established by law and agreements between
     such Owners and the Clearing Agency and/or the Clearing Agency
     Participants; provided, that solely for the purposes of determining whether
     the Holders of the requisite amount of Preferred Securities have voted on
     any matter provided for in this Trust Agreement, so long as Definitive
     Preferred Security Certificates have not been issued, the Trustees may
     conclusively rely on, and shall be protected in relying on, any written
     instrument (including a proxy) delivered to the Trustees by the Clearing
     Agency setting forth the Owners' votes or assigning the right to vote on
     any matter to any other Persons either in whole or in part. Pursuant to the
     Certificate Depository Agreement, unless and until Definitive Preferred
     Securities Certificates are issued pursuant to Section 5.13, the initial
     Clearing Agency will make book-entry transfers among the Clearing Agency
     Participants and receive and transmit payments on the Preferred Securities
     to such Clearing Agency Participants.

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

     Section 5.12 NOTICES TO CLEARING AGENCY.

     (a) 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 act as clearing agency with respect to
the Preferred Securities Certificates, and the Depositor fails to appoint a
qualified successor within 90 days, (b) the Depositor at its option advises the
Trustees in writing that it elects to terminate the book-entry system through
the Clearing Agency or (c) after the occurrence of a Debenture Event of Default,
then the Property Trustee 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, and the Property Trustee shall authenticate
and deliver, the Definitive Preferred Securities Certificates in accordance with
the instructions of the Clearing Agency. Neither the Securities Registrar nor
the Trustees shall be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be fully protected in relying on, such
instructions. Upon the issuance of Definitive Preferred

                                      -25-

<PAGE>

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 shall be 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 Debenture
Issuer, the Debenture Guarantor, the Debenture Trustee and the Property 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, interest, and any other amounts payable with
respect to such Debentures shall remain subordinated to the extent provided in
the Indenture.

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

          (i)  the Debenture Issuer or the Debenture Guarantor has paid or
     deposited with the Debenture Trustee a sum sufficient to pay

               (A) all overdue installments of interest (including any
          Additional Interest) on, and any other Additional Amounts with respect
          to, all of the Debentures,

                                      -26-


<PAGE>

               (B) the principal of and premium on any Debentures which have
          become due otherwise than by such declaration of acceleration and
          interest thereon and any Additional Amounts with respect thereto at
          the rate or rates borne by or provided for in the Debentures,

               (C) to the extent the payment of such interest or Additional
          Amounts is lawful, interest upon overdue installments of any interest
          and Additional Amounts at the rate or rates borne by or provided for
          in the Debentures, and

               (D) all sums paid or advanced by the Debenture Trustee under the
          Indenture and the Property Trustee under this Trust Agreement and the
          reasonable compensation, expenses, disbursements and advances of the
          Debenture Trustee and the Property Trustee, their respective agents
          and counsel and all other amounts due the Debenture Trustee under the
          Indenture and the Property Trustee under this Trust Agreement; and

          (ii) all Debenture Events of Default, other than the non-payment of
     the principal of, any premium and interest on, and any Additional Amounts
     with respect to the Debentures which have become due solely by such
     acceleration, have been cured or waived as provided in Section 5.14 of the
     Indenture.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

     The Holders of not less than a majority in Liquidation Amount of the
Preferred Securities then Outstanding may, on behalf of the Holders of all the
Preferred Securities, waive any past default under the Indenture, except a
default (i) in the payment of principal of, any premium or interest (including
any Additional Interest) on, or any other Additional Amounts with respect to,
the Debentures or (ii) in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of the holder of
each outstanding Debenture.

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

                                      -27-

<PAGE>

the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

     (c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, any Holder of Preferred Securities shall have the right, upon
a Debenture Event of Default specified in Section 5.1(1) or Section 5.1(2) of
the Indenture, to institute directly a proceeding against the Debenture Issuer
or the Debenture Guarantor, as the case may be, pursuant to Section 5.8 of the
Indenture, for enforcement of payment to such Holder of the principal of, and
any premium and (subject to the provisions of the Indenture) interest (including
any Additional Interest) on, and any other Additional Amounts with respect to,
such Debentures having a principal amount equal to the Liquidation Amount of the
Preferred Securities of such Holder (a "Direct Action"). In connection with any
                                        -------------
such Direct Action, the rights of the Holders of Common Securities will be
subrogated to the rights of any Holder of Preferred Securities to the extent of
any payment made by the Debenture Issuer or the Debenture Guarantor to such
Holder of Preferred Securities as a result of such Direct Action. Except as set
forth in Section 5.14(b) and this Section 5.14(c), or as otherwise contemplated
by the Indenture, the Holders of Preferred Securities shall have no right to
exercise directly any right or remedy available to the holders of, or in respect
of, the Debentures.

     Section 5.15 RIGHTS AND IMMUNITIES OF THE REGISTRAR.

     The Securities Registrar shall be entitled to all of the rights,
protections, immunities and indemnities afforded to the Property Trustee
hereunder.

     Section 5.16 RIGHTS AND IMMUNITIES OF THE PAYING AGENT.

     The Paying Agent shall be entitled to all of the rights, protections,
immunities and indemnities afforded to the Property Trustee hereunder.

     Section 5.17 NO OBLIGATION FOR CLEARING AGENCY.

     The Property Trustee shall have no responsibility or obligation to any
beneficial owners of a Preferred Securities Certificate or Owner, a Clearing
Agency Participant or other Person with respect to the accuracy of the records
of the Clearing Agency or its nominee or of any Clearing Agency Participant
thereof, with respect to any ownership interest in the Preferred Securities
Certificates or with respect to the delivery to any Clearing Agency Participant,
Owner or other Person (other than the Clearing Agency) of any notice (including
any notice of redemption) or the payment of any amount, under or with respect to
such Preferred Securities Certificates. The Property Trustee may conclusively
rely and shall be fully protected in relying upon information furnished by the
Clearing Agency or any agent thereof with respect to is Participants and
beneficial owners.

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<PAGE>

                                   Article VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

     Section 6.1 LIMITATIONS ON VOTING RIGHTS.

     (a) Except as provided in this Trust Agreement 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 waivable 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
by a subsequent vote of the Holders of Preferred Securities. The Property
Trustee shall notify all Holders of the Preferred Securities of any notice of
default received from the 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 may, at
the expense of the Depositor, obtain an Opinion of Counsel rendered by counsel
experienced in such matters to the effect that the Trust will not be classified
as an association taxable as a corporation for United States Federal income tax
purposes on account of such action.

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

         (i) any action that would adversely affect in any material respect the
     powers, preferences or special rights of the Preferred Securities, whether
     by way of amendment to the Trust Agreement or otherwise, or

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<PAGE>

         (ii) the dissolution, winding-up or termination of the Trust, other
     than pursuant to the terms of this Trust Agreement,

then the Holders of Outstanding Preferred Securities as a class will be entitled
to vote on such amendment or proposal and such amendment or proposal shall not
be effective except with the approval of the Holders of at least a majority in
Liquidation Amount of the Outstanding Preferred Securities. No amendment to this
Trust Agreement may be made if, as a result of such amendment, the Trust would
be classified as an association taxable as a corporation for United States
federal income tax purposes.

     Section 6.2 NOTICE OF MEETINGS.

     Notice of all meetings of the Preferred Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee, at the
written direction of any Administrative Trustee, 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 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 $__ 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

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<PAGE>

taken. Pursuant to a resolution of the Administrative Trustees, proxies may be
solicited in the name of the Administrative Trustees or one or more officers of
the Administrative Trustees. Only Securityholders of record shall be entitled to
vote. When Trust Securities are held jointly by several Persons, any one of them
may vote at any meeting in person or by proxy in respect of such Trust
Securities, but if more than one of them shall be present at such meeting in
person or by proxy, and such joint owners or their proxies so present disagree
as to any vote to be cast, such vote shall not be received in respect of such
Trust Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

     Section 6.6 SECURITYHOLDER ACTION BY WRITTEN CONSENT.

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

     Section 6.7 RECORD DATE FOR VOTING AND OTHER PURPOSES.

     For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or to act 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

                                      -31-

<PAGE>

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.

     Section 6.9 INSPECTION OF RECORDS.

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

                                   Article VII

                         REPRESENTATIONS AND WARRANTIES

     Section 7.1 REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE.

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

     (a) the Property Trustee is a New York banking corporation 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 respective 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;

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<PAGE>

     (d) the execution, delivery and performance by the Property Trustee of this
Trust Agreement has been duly authorized by all necessary corporate or other
action on the part of the Property Trustee and does not require any approval of
stockholders of the Property Trustee, and such execution, delivery and
performance will not (i) violate the Property Trustee's Charter or By-laws, (ii)
violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of, any Lien on
any properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Property Trustee is a party or by which it is bound, or (iii)
violate any law, governmental rule or regulation of the State of New York
governing the corporate, banking or trust powers of the Property Trustee or any
order, judgment or decree applicable to the Property Trustee;

     (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 requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other action
with respect to any governmental authority or agency under any existing Federal
law or under the laws of the State of New York governing the corporate, banking
or trust powers of the Property Trustee; and

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

     Section 7.2 REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUSTEE.

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

     (a) the Delaware Trustee is a national banking association duly organized,
validly existing and in good standing under the laws of the United States of
America;

     (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, and satisfies for the Trust Section
3807(a) of the Delaware Business Trust Act;

     (c) this Trust Agreement has been duly authorized, executed and delivered
by the Delaware Trustee and constitutes the respective 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 has been duly authorized by all necessary corporate or other
action on the part of the

                                      -33-

<PAGE>

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

     (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 requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other action
with respect to any governmental authority or agency under any existing Federal
or New York law governing the corporate, banking or trust powers of the Delaware
Trustee; and

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

     Section 7.3 REPRESENTATIONS AND WARRANTIES OF DEPOSITOR

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

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

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

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

     (d) the Depositor has full company 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;

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<PAGE>

     (e) this Trust Agreement has been duly authorized, executed and delivered
by the Depositor and constitutes the valid and legally binding agreement of the
Depositor 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;

     (f) the execution, delivery and performance by the Depositor of this Trust
Agreement has been duly authorized by all necessary company or other action on
the part of the Depositor and does not require any approval of shareholders of
the Depositor, and such execution, delivery and performance will not (i) violate
the Depositor's Certificate of Incorporation or By-Laws, (ii) violate any
provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of, any Lien on any properties
included in the Trust Property pursuant to the provisions of, any indenture,
mortgage, credit agreement, license or other agreement or instrument to which
the Depositor is a party or by which it is bound, or (iii) violate any law,
governmental rule or regulation of Delaware, governing the powers of the
Depositor or any order, judgment or decree applicable to the Depositor;

     (g) neither the authorization, execution or delivery by the Depositor of
this Trust Agreement nor the consummation of any of the transactions by the
Depositor contemplated herein requires the consent or approval of, the giving of
notice to, the registration with or the taking of any other action with respect
to any governmental authority or agency under any existing Delaware law
governing the powers of the Depositor; and

     (h) there are no proceedings pending or, to the best of the Depositor's
knowledge, threatened against or affecting the Depositor in any court or before
any governmental authority, agency or arbitration board or tribunal which,
individually or in the aggregate, would materially and adversely affect the
Depositor or would question the right, power and authority of the Depositor to
enter into or perform its obligations under this Trust Agreement.

                                  Article VIII

                                  THE TRUSTEES

     Section 8.1 CERTAIN DUTIES AND RESPONSIBILITIES.

     (a) The duties and responsibilities of the Trustees shall be determined
solely by the express provisions of this Trust Agreement and, in the case of the
Property Trustee, subject to the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Trust Agreement shall require the Trustees to
expend or risk their own funds or otherwise incur any liability, financial or
otherwise, in the performance of any of their duties hereunder, or in the
exercise of any of their rights or powers, if they shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Trust Agreement relating to the
conduct or affecting the liability of or affording protection to the Trustees
shall be subject to the provisions of this Section. To the extent that, at law
or in equity, an Administrative Trustee has duties (including fiduciary duties)
and liabilities relating thereto to the Trust or to the Securityholders, such
Administrative Trustee shall not be liable to the Trust or to any

                                      -35-

<PAGE>

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 Administrative Trustees otherwise
existing at law or in equity, are agreed by the Depositor and the
Securityholders to replace such other duties and liabilities of the
Administrative 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 and, in the case of the Property Trustee, in the Trust
Indenture Act.

     (c) No provision of this Trust Agreement shall be construed to relieve the
Property Trustee from liability for its own bad faith, negligence or willful
misconduct, except that: (i) the Property Trustee undertakes to perform only
those duties specifically set forth in this Agreement, provided, that during the
continuance of a Debenture Event of Default it must exercise the same degree of
care as a prudent person would exercise in the conduct of his or her own
affairs; (ii) the Property Trustee shall not be liable for any error of judgment
made in good faith by an authorized officer of the Property Trustee, unless it
shall be determined by a court of competent jurisdiction or other tribunal or
arbitration authority that the Property Trustee was negligent in ascertaining
the pertinent facts; (iii) the Property Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of not less than a majority in Liquidation
Amount of the Trust Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee, or
exercising any trust or power conferred upon the Property Trustee under this
Trust Agreement; (iv) 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 and the Trust Indenture Act; (v) the Property Trustee shall
not be liable for any interest on any money received by it except as it may
otherwise agree in writing with the Depositor; and money held by the Property
Trustee need not be segregated from other funds held by it except in relation to
the Payment Account maintained by the Property Trustee pursuant to Section 3.1
and except to the extent otherwise required by law; and (vi) 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.

     (d) The Delaware Trustee is appointed to serve as the trustee of the Trust
in the State of Delaware for the sole purpose of satisfying the requirement of
Section 3807(a) of the Delaware Business Trust Act that the Trust have at least
one trustee with a principal place of business in Delaware. It is understood and
agreed by the parties hereto that the Delaware

                                      -36-

<PAGE>

Trustee shall have none of the duties or liabilities of the Property Trustee or
the Administrative Trustees. The duties of the Delaware Trustee shall be limited
to (a) accepting legal process served on the Trust in the State of Delaware and
(b) the execution of any certificates required to be filed with the Delaware
Secretary of State which the Delaware Trustee is required to execute under
Section 3811 of the Delaware Business Trust Act. To the extent that, at law or
in equity, the Delaware Trustee has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or the Beneficiary, it is hereby
understood and agreed by the other parties hereto that such duties and
liabilities are replaced by the duties and liabilities of the Delaware Trustee
expressly set forth in this Agreement. The Delaware Trustee shall be entitled to
all of the same rights, protections, indemnities and immunities as the Property
Trustee.

     Section 8.2 CERTAIN NOTICES.

     Within five (5) Business Days after the occurrence of any Debenture Event
of Default actually known to a Responsible Officer of the Property Trustee, the
Property Trustee shall transmit, in the manner and to the extent provided in
Section 10.8, notice of such Debenture Event of Default to the Securityholders,
the Administrative Trustees and the Depositor, unless such Debenture Event of
Default shall have been cured or waived. Within five Business Days after the
receipt of notice of the Debenture Issuer's exercise of its right to defer the
payment of interest on the Debentures pursuant to the Indenture, the
Administrative Trustees shall transmit, in the manner and to the extent provided
in Section 10.8, written notice of such exercise to the Securityholders and the
Property Trustee, unless such exercise shall have been revoked.

     Section 8.3 CERTAIN RIGHTS OF PROPERTY TRUSTEE.

     Subject to the provisions of Section 8.1:

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

     (b) if (i) in performing its duties under this Trust Agreement the Property
Trustee is required to decide between alternative courses of action or (ii) in
construing any of the provisions of this Trust Agreement the Property Trustee
finds the same ambiguous or inconsistent with any other provisions contained
herein or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which the
Preferred Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor and the Property Trustee shall be fully
protected in acting in accordance with such instructions; 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

                                      -37-

<PAGE>

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 necessary or 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, and such Officers' Certificate
shall be full warrant to the Property Trustee for any action taken, suffered or
omitted by it under the provisions of this Agreement upon the faith thereof;

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

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

     (h) the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, entitlement, request, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more
Securityholders, but the Property Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit;

     (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,
custodians, nominees or attorneys, and the Property Trustee shall not be
responsible for the negligence, willful misconduct or recklessness of any agent
or attorney appointed by it in good faith 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

                                      -38-

<PAGE>

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

     (l) The Property Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement or
as specifically directed by the Depositor, the Administrative Trustees or
Securityholders pursuant to the terms hereof, and no implied covenants or
obligations shall be read into this Trust Agreement against the Property
Trustee;

     (m) The Property Trustee shall have no obligation to invest and reinvest
any cash held by it in the absence of timely and specific written investment
direction from the Depositor or an Administrative Trustee. In no event shall the
Property Trustee be liable for the selection of investments or for investment
losses incurred thereon. The Property Trustee shall have no liability in respect
of losses incurred as a result of the liquidation of any investments prior its
stated maturity;

     (n) In the absence of bad faith on the part of the Property Trustee, the
Property Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Property Trustee which conform to the requirements of
this Trust Agreement; and

     (o) Neither the Property Trustee nor any of its officers, directors,
employees or agents shall be liable for any action taken or omitted under the
Trust Agreement or in connection therewith except to the extent caused by the
Property Trustee's negligence, bad faith or willful misconduct, as determined by
the final judgment of a court of competent jurisdiction, no longer subject to
appeal or review. The parties each (for itself and any Person claiming through
it) hereby releases, waives, discharges, exculpates and covenants not to sue the
Property Trustee for any action taken or omitted under this Trust Agreement
except to the extent caused by the Property Trustee's negligence, bad faith or
willful misconduct.

     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.

                                      -39-

<PAGE>

     Section 8.4 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

     Section 8.5 MAY HOLD SECURITIES.

     Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, except as otherwise provided in the definition of "Outstanding"
in Article I and subject to Section 8.8 and Section 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 between the
Depositor and the 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 or arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder (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
bad faith, negligence or willful misconduct; and

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

     The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement or the earlier resignation or removal of any Trustee. No Trustee
may claim any lien or charge on any Trust Property as a result of any amount due
pursuant to this Section 8.6.

                                      -40-

<PAGE>

     Section 8.7 CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

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

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

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

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

     Section 8.9 CO-TRUSTEES AND SEPARATE TRUSTEE.

     Unless a Debenture 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

                                      -41-

<PAGE>

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

                                      -42-

<PAGE>

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

     (e) The Property Trustee shall not be liable by reason of any act or
omission 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 sentence, the Relevant Trustee may resign at any time with
respect to the Trust Securities by giving written notice thereof to the
Depositor. 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 Depositor, 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). In no event will the Holders of
Preferred Securities have the right to vote to appoint, remove or replace the
Administrative Trustees. An Administrative Trustee may be removed by Act of 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 retiring Trustee shall comply with the applicable requirements of
Section 8.11. If the Property Trustee or the Delaware Trustee shall resign, be
removed or become incapable of continuing to act as the Property Trustee or the
Delaware Trustee, as the case may be, at a time when a 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 Trustees shall comply with the
applicable requirements of Section 8.11. If no successor Relevant Trustee with
respect

                                      -43-

<PAGE>

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 Depositor shall give notice of each resignation and
each removal of the Property Trustee or the Delaware Trustee and each
appointment of a successor Property Trustee or Delaware Trustee to all
Securityholders in the manner provided in Section 10.8. 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

                                      -44-

<PAGE>

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 (or
any Administrative Trustee that is not a natural person) may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Relevant Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Property Trustee or the Delaware 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, DEBENTURE
ISSUER OR TRUST.

     If and when the Property Trustee or the Delaware Trustee shall be or become
a creditor of the Depositor, the Debenture Issuer 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, Debenture Issuer
or Trust (or any such other obligor).

     Section 8.14 REPORTS BY PROPERTY TRUSTEE.

     (a) Within 60 days after _______15 of each year commencing with the first
_______ 15 following the first issuance of Preferred Securities pursuant to this
Trust Agreement, the Property Trustee shall transmit to all Securityholders in
accordance with Section 10.8, and to the Depositor, a brief report dated as of
such _______15 with respect to: (i) its eligibility under Section 8.7 or, in
lieu thereof, if to the best of its knowledge it has continued to be eligible
under said Section, a written statement to such effect; (ii) a statement that
the Property Trustee has complied with all of its obligations under this Trust
Agreement during the twelve-month period (or, in the case of the initial report,
the period since the Closing Date) ending with such _______ 15 or, if the
Property Trustee has not complied in any material respect with such obligations,
a description of such noncompliance; and (iii) any change in the property and
funds in its possession as Property Trustee since the date of its last report
and any action taken by the

                                      -45-

<PAGE>

Property Trustee in the performance of its duties hereunder which it has not
previously reported and which in its opinion materially affects the Trust
Securities.

     (b) In addition the Property Trustee shall transmit to Securityholders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.

     (c) 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, interdealer
quotation system or other self-regulatory organization upon which the Trust
Securities are listed or traded, with the Commission and with the Depositor.

     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 written 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 if the Property Trustee meets the applicable
requirements.

     (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,
dissolve or terminate 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

                                      -46-

<PAGE>

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 Error!
Reference source not found., including any registration statement or amendment
thereto filed with the Commission, or making any other governmental filing; and

     (b) The Administrative Trustees shall have power to delegate from time to
time to such of their number 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

                DISSOLUTION, LIQUIDATION, TERMINATION AND MERGER

     Section 9.1  DISSOLUTION UPON EXPIRATION DATE.

     Unless earlier dissolved, the Trust shall automatically dissolve on_______
__, 20__(the "Expiration Date").
              ---------------

     Section 9.2  EARLY DISSOLUTION.

     The first to occur of any of the following events is an "Early Termination
                                                              -----------------
Event", upon the occurrence of which the Trust shall be dissolved:
-----

     (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Debenture Issuer or the Debenture Guarantor;

     (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 dissolve the Trust and distribute a Like Amount of Debentures to
Securityholders in exchange for the Trust Securities;

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

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

                                      -47-

<PAGE>

     Section 9.3 TERMINATION.

     The respective obligations and responsibilities of the Trustees and the
Trust 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 Section 9.2(a),
Section 9.2(b), or Section 9.2(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 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(e).

     (b) Notice of liquidation shall be given by the Property Trustee, at the
Depositor's expense, 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(e)
applies, receive a Liquidation Distribution, as the Administrative Trustees or
the Property Trustee shall deem appropriate.

     (c) Except where Section 9.2(c) or Section 9.4(e) 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.

     (d) Except where Section 9.2(c) or Section 9.4(e) applies, on and 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 the Holders of Trust Securities Certificates, upon surrender of such
certificates to the Administrative Trustees or their agent for exchange, (iii)
the Depositor shall cause the Debenture Issuer to use its reasonable efforts to
have the Debentures listed or traded on the such stock exchange, interdealer
quotation

                                      -48-

<PAGE>

system and/or other 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.

     (e) 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 wound-up and terminated by
the Property Trustee in such manner as the Property Trustee determines;
provided, however, that any such determination shall be conclusive and binding
on any such Securityholder and any Person claiming under, by or through such
holder and provided further that the Property Trustee shall not be liable to any
Securityholder or other Person for such determination. In such event,
Securityholders will be entitled to receive out of the assets of the Trust
available for distribution to Securityholders, after satisfaction of liabilities
to creditors of the Trust as provided by applicable law, an amount equal to the
Liquidation Amount per Trust Security plus accumulated and unpaid Distributions
thereon to the date of payment (such amount being the "Liquidation
                                                       -----------
Distribution"). If, upon any such winding up, the Liquidation Distribution can
------------
be paid only in part because the Trust has insufficient assets available to pay
in full the aggregate Liquidation Distribution, then, subject to the next
succeeding sentence, the amounts payable by the Trust on the Trust Securities
shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder
of the Common Securities will be entitled to receive Liquidation Distributions
upon any such dissolution pro rata (determined as aforesaid) with Holders of
Preferred Securities, except that, if a Debenture Event of Default has occurred
and is continuing, the Preferred Securities shall have a priority over the
Common Securities.

     Section 9.5 MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE
TRUST.

     The Trust may not merge with or into, convert 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 entity, except
pursuant to this Section 9.5. The Trust may, at the request of the Depositor,
with the consent of only the Administrative Trustees and without the consent of
the Holders of the Preferred Securities, merge with or into, convert 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

                                      -49-

<PAGE>

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, conversion, 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, conversion, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect, (vi)
such successor entity has a purpose substantially identical to that of the
Trust, (vii) prior to such merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an
Opinion of Counsel rendered by independent counsel experienced in such matters
to the effect that (a) such merger, conversion, 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, conversion, 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 Investment Company Act and (viii)
the Depositor (or any permitted successor or assignee) owns all of the common
securities of such successor entity and the Debenture Guarantor guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust
shall not, except with the consent of holders of 100% in Liquidation Amount of
the Preferred Securities, consolidate, amalgamate, merge with or into, convert
into, or 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, convert into, or replace it if such
consolidation, amalgamation, merger, conversion, 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 or
cause any other material adverse tax consequences to the Holders of the
Preferred Securities.

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

     Section 10.2 AMENDMENT.

     (a) This Trust Agreement may be amended from time to time by the Trustees
and the Depositor, without the consent of any Securityholders, (i) to cure any
ambiguity, correct or

                                      -50-

<PAGE>

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

     (b) Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Trustees and the Depositor with (i) the
consent of Trust 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 Investment Company Act.

     (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder, this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date. Notwithstanding
any other provision herein, without the unanimous consent of the
Securityholders, this paragraph (c) of this Section 10.2 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 Investment Company 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, this
Trust Agreement may not be amended in a manner which imposes any additional
obligation on the Depositor, the Property Trustee or the Delaware Trustee
without the consent of the Depositor, the Property Trustee or the Delaware
Trustee, as the case may be.

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

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

                                      -51-

<PAGE>

compliance with this Trust Agreement and that all conditions precedent in this
Trust Agreement to the execution and delivery of such amendment have been
satisfied.

     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 Section 4.1(a) and Section 4.2(d)) unless such Business Day is in
the next succeeding calendar year, payment will be made on the immediately
preceding Business Day 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 PartnerRe Finance,
c/o PartnerRe U.S. Corporation at One

                                      -52-

<PAGE>

Greenwich Plaza, Greenwich, CT 06830-6352, telephone number (203) 485-4200. 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 JPMorgan
Chase Bank, 450 West 33/rd/ Street, 15/th/ Floor, New York, New York 10001,
Attention: Institutional Trust Services; (b) with respect to the Delaware
Trustee, to Chase Manhattan Bank USA, National Association, 500 Stanton
Christiana Road, OPS4--3/rd/ Floor, Newark, Delaware 19173, Attention:
Institutional Trust Services; and (c) with respect to the Administrative
Trustees, to them at c/o PartnerRe Ltd., 96 Pitts Bay Road, Pembroke HM 08,
Bermuda, marked "Attention Administrative Trustees of PartnerRe Capital Trust
II." 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 a Responsible Officer of 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 dissolved 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 to be part of this Trust Agreement and shall, to
the extent applicable, be governed by such provisions.

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

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

                                      -53-

<PAGE>

excluded, the latter provision shall be deemed to apply to this Trust
Agreement as so modified or excluded, as the case may be.

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

                                      -54-

<PAGE>

     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.

PARTNERRE FINANCE II INC.,                         JPMORGAN CHASE BANK,
as Depositor                                       as Property Trustee

By: __________________________                     By: _________________________
    Name:                                              Name:
    Title:                                             Title:

                                                   CHASE MANHATTAN BANK USA,
                                                   NATIONAL ASSOCIATION,
                                                   as Delaware Trustee

______________________________                     By: _________________________
Albert Benchimol,                                      Name:
as Administrative Trustee                              Title:


______________________________
Christine Patton,
as Administrative Trustee

                                      -55-

<PAGE>

                                                                       EXHIBIT A
                                                                       ---------

                              CERTIFICATE OF TRUST
                                       OF
                           PARTNERRE CAPITAL TRUST II

         This Certificate of Trust of PartnerRe Capital Trust II (the "Trust"),
dated as of December__, 2001, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. (S) 3801, et seq.).
                                -- ---

         1.   Name. The name of the business trust formed hereby is PartnerRe
              ----
Capital Trust II.

         2.   Delaware Trustee. The name and business address of the trustee of
              ----------------
the Trust with a principal place of business in the State of Delaware is Chase
Manhattan Bank USA, National Association, 500 Stanton Christiana Road,
OPS4--3/rd/ Floor, Newark, Delaware 19173.

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

                                      A-1

<PAGE>

         IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust as of the date first-above written.

                                             JPMORGAN CHASE BANK, as Property
                                             Trustee


                                             By: /s/ W.B. Dodge
                                                 -------------------------------
                                                 Name:  W.B. Dodge
                                                 Title: Vice President

                                             CHASE MANHATTAN BANK USA, NATIONAL
                                             ASSOCIATION, as Delaware Trustee


                                             By: /s/ John J. Cashin
                                                 -------------------------------
                                                 Name:  John J. Cashin
                                                 Title: Vice President

                                             Administrative Trustee

                                             /s/ Albert Benchimol
                                             -----------------------------------
                                             Albert Benchimol, not in his
                                             individual capacity but solely as
                                             trustee of the Trust

                                             Administrative Trustee

                                             /s/ Christine Patton
                                             -----------------------------------
                                             Christine Patton, not in her
                                             individual capacity but solely as
                                             trustee of the Trust

                                      A-2

<PAGE>

                                                                       EXHIBIT B
                                                                       ---------

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

Attention: John C. Drennan
           General Counsel's Officer

Re:  PartnerRe Capital Trust II _____% Preferred Securities

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
                                                             ---
PartnerRe Capital Trust II____% Preferred Securities (the "Preferred
                                                           ---------
Securities"), of PartnerRe Capital Trust II, a Delaware business trust (the
----------
"Issuer"), governed by an Amended and Restated Trust Agreement among PartnerRe
 ------
Finance II Inc. ("PartnerRe Finance") and The JPMorgan Chase Bank, as Property
                  -----------------
Trustee, Chase Manhattan Bank USA, National Association, as Delaware Trustee,
and the Administrative Trustees named therein. The payment of distributions on
the Preferred Securities, and payments due upon liquidation of Issuer or
redemption of the Preferred Securities, to the extent the Issuer has funds
available for the payment thereof are guaranteed by PartnerRe Ltd., a Bermuda
company and the parent of PartnerRe Finance II ("PartnerRe") to the extent set
forth in a Guarantee Agreement dated ______________, ____ by PartnerRe with
respect to the Preferred Securities. PartnerRe, PartnerRe Finance II and the
Issuer propose to sell the Preferred Securities to certain Underwriters (the
"Underwriters") pursuant to an Underwriting Agreement dated __________, 200_ by
and among the Underwriters, the Issuer, PartnerRe Finance and PartnerRe and the
Underwriters wish to take delivery of the Preferred Securities through DTC. The
JPMorganChase Bank is acting as transfer agent, registrar and paying agent 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_______ __, 200_, there
shall be deposited with DTC one or more global certificates (individually and
collectively, the "Global Certificate") registered in the name of DTC's
                   ------------------
Preferred Securities nominee, Cede & Co., representing an aggregate of 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 the 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

                                      B-1

<PAGE>

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 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 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

                                      B-2

<PAGE>

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 PartnerRe
Capital Trust II _____% Preferred Securities.

         (8) Distribution payments or other cash payments with respect to the
Preferred Securities evidenced by the Global Certificate shall be received by
Cede & Co., as nominee of DTC, or its registered assigns in next day funds on
each payment date (or in accordance with existing arrangements between the
Issuer or the Transfer Agent and Registrar and DTC). Such payments shall be made
payable to the order of Cede & Co., and shall be addressed as follows:

NDFS Redemption Department
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695.

         (9) DTC may be prior written notice 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

                                      B-3

<PAGE>

invitation) necessitating a reduction in the aggregate number of Preferred
Securities outstanding evidenced by Global Certificates, 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 at least 90 days'
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, 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 of 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.



                [THE REST OF THIS PAGE LEFT INTENTIONALLY BLANK]

                                      B-4



<PAGE>

         (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 PartnerRe Capital Trust II.

                                             Very truly yours,

                                             PARTNERRE CAPITAL TRUST II
                                             (As Issuer)

                                             By:________________________________
                                                Administrative Trustee


                                             THE JPMORGAN CHASE BANK, as
                                             Property Trustee


                                             By:________________________________
                                                Name:
                                                Title:


                                             ___________________________________
                                             (As Transfer Agent, Paying Agent
                                             and Registrar)


                                             By:________________________________
                                                Name:
                                                Title:

Received and Accepted:
THE DEPOSITORY TRUST COMPANY


By:______________________________
   Authorized Officer

                                      B-5


<PAGE>

                                                                       EXHIBIT C
                                                                       ---------

                      THIS CERTIFICATE IS NOT TRANSFERABLE
                            EXCEPT AS PROVIDED IN THE
                       TRUST AGREEMENT (AS DEFINED BELOW)

 Certificate Number                              Number of Common Securities
       C-__                                                ______

                    Certificate Evidencing Common Securities

                                       of

                           PARTNERRE CAPITAL TRUST II

                            _____% Common Securities
                 (liquidation amount $_____ per Common Security)

         PartnerRe Capital Trust II, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that PartnerRe
                                    -----
Finance II Inc. (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 _____% Common Securities
(liquidation amount $____ 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, 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 ________, 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 _______, 200_.

                                           PARTNERRE CAPITAL TRUST II


                                           By:__________________________________
                                              Name:
                                              Title: Administrative Trustee

                                      C-1



<PAGE>

                                                                       EXHIBIT D
                                                                       ---------

         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, New
York) to PartnerRe Capital Trust II 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., 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-_                                          __________

                   Certificate Evidencing Preferred Securities

                                       Of

                           PARTNERRE CAPITAL TRUST II

                         __ % Trust Preferred Securities

                 (Liquidation amount $__ per Preferred Security)

         PartnerRe Capital Trust II, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co.
                                    -----
(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 PartnerRe Capital Trust II __% Preferred
Securities (Liquidation Amount $__ per Preferred Security) (the "Preferred
                                                                 ---------
Securities"). The Preferred Securities are transferable on the books and records
----------
of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
5.4 of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of the Amended and Restated Trust Agreement of the
Trust, dated as of _______ __, 200_, among PartnerRe Finance II Inc., as
Depositor, JPMorgan Chase Bank, as Property Trustee, Chase Manhattan Bank USA,
National Association, as Delaware Trustee, and the Administrative Trustees named
therein, as the same may be amended from time to time (the "Trust Agreement"),
                                                            ---------------
including the designation of the terms of Preferred Securities as set forth
therein. The Holder is entitled to the benefits of

                                      D-1

<PAGE>

the Guarantee Agreement entered into by PartnerRe Ltd. ("PartnerRe"), a Bermuda
company, and JPMorgan Chase Bank, as guarantee trustee, dated as of ________ __,
200_, (the "Guarantee"), in each case, to the extent provided therein. The Trust
            ---------
will furnish a copy of the Trust Agreement and the Guarantee to the Holder
without charge upon written request to the Trust at its principal place of
business or registered office.

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

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this __day of _______, 200_.

                                                PARTNERRE CAPITAL TRUST II


                                                By:_____________________________
                                                   Name:
                                                   Title: Administrative Trustee

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:_____________________

                                                JPMORGAN CHASE BANK,
                                                as Property Trustee



                                                By:_____________________________
                                                   Authorized Signatory

                                   ASSIGNMENT

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

                                      D-2

<PAGE>

________________________________________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

                                      D-3



<PAGE>

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 ASSOCIATION AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.

                                      D-4