Common use of Acceptance of Terms Clause in Contracts

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness Whereof, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company By: -------------------------------- Name: Title: The Bank Of New York, as Property Trustee By: -------------------------------- Name: Title: The Bank Of New York (Delaware), as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------, as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, is being duly executed and filed by the undersigned as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.). ------- -- ---

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. In Witness Whereof75 - 70 - NATIONAL PENN BANCSHARES, the parties hereof have entered into this Trust Agreement INC. as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- :__________________________________ Name: Title: The Bank Of New YorkBANKERS TRUST COMPANY, as Property Trustee By: -------------------------------- :__________________________________ Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By:__________________________________ Name: Title: Subscribed to and Accepted by, as the Initial Administrators: _________________________________ Gary X. Xxxxxx _________________________________ Sandxx X. Xxxxx 76 EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] 77 EXHIBIT B [INSERT FORM OF CERTIFICATE DEPOSITARY AGREEMENT] THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-__ 31,299 Certificate Evidencing Common Securities of NPB Capital Trust ____% Common Securities (liquidation amount $25 per Common Security) NPB Capital Trust, a statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that National Penn Bancshares, Inc. (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the Issuer Trust and has designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The Bank Of New York 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 Issuer Trust, dated as of May __, 1997, as the same may be amended from time to time (the "Trust Agreement") among National Penn Bancshares, Inc, as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as Administrative Trustee -------------------------------- ------------------set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, Holder is being duly executed and filed bound by the undersigned as trustee, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. 79 Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. (S) 3801 et seqAgreement.). ------- -- ---

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 OWNERSHIP INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofIDACORP, the parties hereof have entered into this Trust Agreement as of the date first above writtenINC. Houston Lighting & Power Company By: -------------------------------- ----------------------------------- Name: Title: The Bank Of New YorkBANKERS TRUST COMPANY, as Property Trustee By: -------------------------------- ----------------------------------- Name: Title: The Bank Of New York BANKERS TRUST (DelawareDELAWARE), as Delaware Trustee By: -------------------------------- ----------------------------------- Name: -50- Title: -------------------------------- ------------------------------------------------------ [ ], as Administrative Trustee -------------------------------- ------------------------------------------------------ [ ], as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL IDACORP TRUST ___ THIS CERTIFICATE OF TRUST of HL&P Capital IDACORP Trust ___ I (the "Trust"), dated January as of September __, 19971998, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 ss. 3801, et seq.). (i) Name. ------- -- ---The name of the business trust formed hereby is IDACORP Trust ___.

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 86 -80- BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofATLAS AIR, the parties hereof have entered into this Trust Agreement INC., as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- ------------------------------- Name: Title: The Bank Of New YorkTHE FIRST NATIONAL BANK OF CHICAGO, as Property Trustee By: -------------------------------- ------------------------------- Name: Title: The Bank Of New York (Delaware)FIRST CHICAGO DELAWARE INC., as Delaware Trustee By: -------------------------------- ------------------------------- Name: Title: -------------------------------- ----------------------------------------------------- [_______________], as Administrative Trustee -------------------------------- ----------------------------------------------------- [_______________], as Administrative Trustee ----------------------------------- [_______________], as Administrative Trustee 87 EXHIBIT A CERTIFICATE OF TRUST OF HL&P ATLAS AIR CAPITAL TRUST _ I THIS CERTIFICATE OF TRUST Certificate of HL&P Trust of Atlas Air Capital Trust ___ I (the "Trust"), dated January __April 23, 19971999, is being duly executed and filed by the undersigned as trusteeThe First National Bank of Chicago, a national banking association, First Chicago Delaware Inc., a Delaware corporation, and Stepxxx Xxxxx, xx trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) Section 3801 et seq.). ------- -- ---.

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. In Witness WhereofPREMIER FINANCIAL BANCORP, the parties hereof have entered into this Trust Agreement INC. as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- ------------------------------- Name: Title: The Bank Of New YorkBANKERS TRUST COMPANY, as Property Trustee By: -------------------------------- ------------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: ------------------------------- Name: Title: Subscribed to and Accepted by, as the Initial Administrators: ------------------------ ------------------------- EXHIBIT A [CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [FORM OF CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-__ Certificate Evidencing Common Securities of PFBI Capital Trust ____% Common Securities (liquidation amount $25 per Common Security) PFBI Capital Trust, a statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that Premier Financial Bancorp, Inc. (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the assets of the Issuer Trust and has designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The Bank Of New York 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 Issuer Trust, dated as of __________________, 1997, as the same may be amended from time to time (the "Trust Agreement") among Premier Financial Bancorp, Inc. as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as Administrative Trustee -------------------------------- ------------------set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, Holder is being duly executed and filed bound by the undersigned as trustee, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. (S) 3801 et seqAgreement.). ------- -- ---

Acceptance of Terms. of the Trust Agreement, the Guarantee and the 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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofWITHOUT LIMITING THE FOREGOING, the parties hereof have entered into this Trust Agreement BY ACCEPTANCE OF A PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES. 50 GREAT SOUTHERN BANCORP, INC., as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- ________________________________________ Name: :_______________________________ Title: The Bank Of New York:______________________________ WILMINGTON TRUST COMPANY, as Property Trustee By: -------------------------------- ________________________________________ Name: :_______________________________ Title: The Bank Of New York (Delaware):______________________________ WILMINGTON TRUST COMPANY, as Delaware Trustee By: -------------------------------- ________________________________________ Name: :_______________________________ Title: -------------------------------- ------------------:______________________________ ____________________________________________ XXXXXX X. XXXXXX, as Administrative Trustee -------------------------------- ------------------____________________________________________ XXX X. XXXXXXXX, as Administrative Trustee ____________________________________________ XXXXX X. XXXXXXXX, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P GREAT SOUTHERN CAPITAL TRUST _ I THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ OF GREAT SOUTHERN CAPITAL TRUST I (the "Trust"), dated January __as of March 23, 19972001, is being duly executed and filed by the undersigned WILMINGTON TRUST COMPANY, a Delaware banking corporation, XXXXXX X. XXXXXX, XXX X. XXXXXXXX and XXXXX X. XXXXXXXX, each an individual, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) Section 3801 et seq.). ------- -- ---.

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. In Witness Whereof, the parties hereof have entered into this Trust Agreement BROAD NATIONAL BANCORPORATION as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- --------------------------------- Name: Title: The Bank Of New YorkBANKERS TRUST COMPANY, as Property Trustee By: -------------------------------- --------------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: --------------------------------- Name: Title: Subscribed to and Accepted by, as the Initial Administrators: ------------------------------ ------------------------------ EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [INSERT FORM OF CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-________ Certificate Evidencing Common Securities of BNB Capital Trust _____% Common Securities (liquidation amount $10 per Common Security) BNB Capital Trust, a statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that Broad National Bancorporation (the "Holder") is the registered owner of ____________ (___) common securities of the Issuer Trust representing undivided beneficial interests in the assets of the Issuer Trust and has designated the ____% Common Securities (liquidation amount $10 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The Bank Of New York 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 Issuer Trust, dated as of June __, 1997, as the same may be amended from time to time (the "Trust Agreement") among Broad National Bancorporation, as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as Administrative Trustee -------------------------------- ------------------set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, Holder is being duly executed and filed bound by the undersigned as trustee, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. (S) 3801 et seqAgreement.). ------- -- ---

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. In Witness WhereofFIRST EMPIRE STATE CORPORATION, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- --------------------------------- Name: Title: The Bank Of New YorkBANKERS TRUST COMPANY, as Property Trustee Trustee, and not in its individual capacity By: -------------------------------- --------------------------------- Name: Title: The Bank Of New York BANKERS TRUST (DelawareDELAWARE), as Delaware Trustee Trustee, and not in its individual capacity By: -------------------------------- --------------------------------- Name: Title: -------------------------------- ------------------Agreed to and Accepted by, as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee EXHIBIT ----------------------------- Name: Title: Administrator ----------------------------- Name: Title: Administrator Exhibit A CERTIFICATE OF TRUST Exhibit B FORM OF HL&P CAPITAL TRUST _ CERTIFICATE DEPOSITARY AGREEMENT Exhibit C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of HL&P Common Securities C-__ Certificate Evidencing Common Securities of First Empire Capital Trust II ___ (the "Trust"), dated January __, 1997, is being duly executed and filed by the undersigned as trustee, to form a business trust under the Delaware Business Trust Act _% Common Securities (12 Del. C. (S) 3801 et seq.liquidation amount $1,000 per Common Security). ------- -- ---

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofPUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- _____________________________________ Name: Title: The Bank Of New YorkWACHOVIA BANK, NATIONAL ASSOCIATION, as Property Trustee By: -------------------------------- _____________________________________ Name: Title: The Bank Of New York (Delaware)WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: -------------------------------- _____________________________________ Name: Title: -------------------------------- ------------------____________________________________, as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee Name: EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL PSEG FUNDING TRUST __ THIS CERTIFICATE OF TRUST of HL&P Capital PSEG Funding Trust ___ (the "Trust"), dated January __July 31, 19972002, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) C.ss. 3801 et seq.) (the "Act"). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness Whereof, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company USF&G CORPORATION By: -------------------------------- Name: Xxx X. Xxxx Title: Executive Vice President, Chief Financial Officer The Bank Of of New York, as Property Trustee By: -------------------------------- Name: Title: The Bank Of of New York (Delaware), as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------The Administrators ---------------------------------- J. Xxxxxxx Xxxxx, as Administrative Trustee -------------------------------- ------------------Administrator ---------------------------------- Xxxx X. Xxxxxx, Xx., as Administrative Trustee Administrator ---------------------------------- Xxxx Xxxxxxx, as Administrator EXHIBIT A CERTIFICATE OF TRUST OF HL&P USF&G CAPITAL TRUST _ I THIS CERTIFICATE OF TRUST of HL&P USF&G Capital Trust ___ I (the "Trust"), dated January __December 28, 19971995, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 Del.C.(S)3801 et seq.). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness Whereof, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company USF&G CORPORATION By: -------------------------------- /s/ Xxx X. Xxxx Name: Xxx X. Xxxx Title: The Bank Of New YorkExecutive Vice President, Chief Financial Officer THE BANK OF NEW YORK, as Property Trustee By: -------------------------------- /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: The Bank Of New York Assistant Treasurer THE BANK OF NEW YORK (DelawareDELAWARE), as Delaware Trustee By: -------------------------------- /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: -------------------------------- ------------------Assistant Vice President /s/ J. Xxxxxxx Xxxxx J. Xxxxxxx Xxxxx, as Administrative Trustee -------------------------------- ------------------Administrator /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx, as Administrative Trustee Administrator /s/ Xxxx Xxxxxx Xxxx Xxxxxx, as Administrator EXHIBIT A CERTIFICATE OF TRUST OF HL&P USF&G CAPITAL TRUST _ II THIS CERTIFICATE OF TRUST of HL&P USF&G Capital Trust ___ II (the "Trust"), dated January __December 28, 19971995, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.). ------- -- ---.

Acceptance of Terms. of Trust AgreementOF TRUST AGREEMENT, Guarantee and IndentureGUARANTEE 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, -57- 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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofWITHOUT LIMITING THE FOREGOING, the parties hereof have entered into this Trust Agreement as BY ACCEPTANCE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES. [Remainder of the date first above written. Houston Lighting & Power Company By: -------------------------------- Name: Title: The Bank Of New York, as Property Trustee By: -------------------------------- Name: Title: The Bank Of New York (Delaware), as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------, as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, is being duly executed and filed by the undersigned as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.). ------- -- ---Page Left Intentionally Blank]

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness Whereof, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company COMMERCIAL FEDERAL CORPORATION By: -------------------------------- ------------------------------------- Name: Title: The Bank Of New YorkXXXXXX TRUST & SAVINGS BANK, as Property Trustee By: -------------------------------- ----------------------------------- Name: Title: The Bank Of New York (Delaware)WILMINGTON TRUST COMPANY, as Delaware Trustee By: -------------------------------- ------------------------------------- Name: Title: -------------------------------- ---------------------------------------------------------- XXXXXXX X. XXXXXXXXXX, as Administrative Trustee -------------------------------- ---------------------------------------------------------- XXXXX X. XXXXXX, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL CFC PREFERRED TRUST _ THIS CERTIFICATE OF TRUST This Certificate of HL&P Capital Trust ___ of CFC Preferred Trust (the "Trust"), dated January __29, 1997, is being duly executed and filed by the undersigned Wilmington Trust Company, a Delaware banking corporation, and Xxxxx X. Xxxxxx, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et Section 3801, et. seq.). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness Whereof, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company PACIFIC GAS AND ELECTRIC COMPANY By: -------------------------------- --------------------------------- Name: Title: The Bank Of New York, 35 THE FIRST NATIONAL BANK OF CHICAGO as Property Trustee By: -------------------------------- --------------------------------- Name: Title: The Bank Of New York (Delaware)XXXXXXX X. XXXXXXXXX, as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------------------------------------------- XXXXXXX X. XXXXXXX, as Administrative Trustee -------------------------------- ------------------------------------------------------- XXXXXX XXXXXXX, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust")------------------------------------- XXXXXXXX XXXXXX, dated January __, 1997, is being duly executed and filed by the undersigned as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.). ------- -- ---Administrative Trustee ------------------------------------- 36

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 86 -80- BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofATLAS AIR, the parties hereof have entered into this Trust Agreement INC., as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- :_____________________________________ Name: Title: The Bank Of New YorkTHE FIRST NATIONAL BANK OF CHICAGO, as Property Trustee By: -------------------------------- :_____________________________________ Name: Title: The Bank Of New York (Delaware)FIRST CHICAGO DELAWARE INC., as Delaware Trustee By: -------------------------------- :_____________________________________ Name: Title: -------------------------------- ------------------________________________________________ [ ], as Administrative Trustee -------------------------------- ------------------________________________________________ [ ], as Administrative Trustee EXHIBIT A ________________________________________ [ ], as Administrative Trustee 87 CERTIFICATE OF TRUST OF HL&P ATLAS AIR CAPITAL TRUST _ II THIS CERTIFICATE OF TRUST Certificate of HL&P Trust of Atlas Air Capital Trust ___ II (the "Trust"), dated January __April 23, 19971999, is being duly executed and filed by the undersigned as trusteeThe First National Bank of Chicago, a national banking association, First Chicago Delaware Inc., a Delaware corporation, and Stepxxx Xxxxx, xx trustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) Section 3801 et seq.). ------- -- ---.

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. In Witness WhereofFIRST EMPIRE STATE CORPORATION, the parties hereof have entered into this Trust Agreement ------------------------------- as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- ----------------------------------------- Name: Title: The Bank Of New YorkBANKERS TRUST COMPANY, as Property Trustee By: -------------------------------- ----------------------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: ----------------------------------------- Name: Title: Subscribed to and Accepted by, as the Initial Administrators: ----------------------------------- Xxxxxxx Xxxxxxxx ----------------------------------- Xxxxxxx X. XxXxxx EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [INSERT FORM OF CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-___ Certificate Evidencing Common Securities of First Empire Capital Trust II _____% Common Securities (liquidation amount $25 per Common Security) First Empire Capital Trust II, a statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that First Empire State Corporation (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the Issuer Trust and has designated the _____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The Bank Of New York 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 Issuer Trust, dated as of June ____, 1997, as the same may be amended from time to time (the "Trust Agreement") among First Empire State Corporation, as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as Administrative Trustee -------------------------------- ------------------set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, Holder is being duly executed and filed bound by the undersigned as trustee, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. (S) 3801 et seqAgreement.). ------- -- ---

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. In Witness Whereof, the parties hereof have entered into this Trust Agreement 74 - 69 - STERLING FINANCIAL CORPORATION as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- ------------------------------------ Name: Title: The Bank Of New YorkBANKERS TRUST COMPANY, as Property Trustee By: -------------------------------- ------------------------------------ Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: ------------------------------------ Name: Title: Subscribed to and Accepted by, as the Initial Administrators: ------------------------------------ Haroxx X. Xxxxxx ------------------------------------ Danixx X. Xxxxx 75 EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] 76 EXHIBIT B [INSERT FORM OF CERTIFICATE DEPOSITARY AGREEMENT] 77 EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-__ 31,299 Certificate Evidencing Common Securities of Sterling Capital Trust I 9.25 % Common Securities (liquidation amount $25 per Common Security) Sterling Capital Trust I, a statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that Sterling Financial Corporation (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the Issuer Trust and has designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The Bank Of New York 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 Issuer Trust, dated as of May __, 1997, as the same may be amended from time to time (the "Trust Agreement") among Sterling Financial Corporation, as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as Administrative Trustee -------------------------------- ------------------set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, Holder is being duly executed and filed bound by the undersigned as trustee, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. 78 Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. (S) 3801 et seqAgreement.). ------- -- ---

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofProvidian Bancorp, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Inc. By: -------------------------------- /s/ Xxxxx X. Xxxxxxx ------------------------------------------- Name: Xxxxx X. Xxxxxxx Title: Senior Vice President and Senior Financial Officer The Bank Of New York, as Property Trustee By: -------------------------------- /s/ Xxxxxx Xxxxxxx ------------------------------------------- Name: Xxxxxx Xxxxxxx Title: Assistant Vice President The Bank Of New York (Delaware), as Delaware Trustee By: -------------------------------- /s/ Xxxx Xxxx Xxxxxxxxx ------------------------------------------- Name: Xxxx Xxxx Xxxxxxxxx Title: -------------------------------- ------------------, as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee Authorized Signatory EXHIBIT A CERTIFICATE OF TRUST OF HL&P PROVIDIAN CAPITAL TRUST _ I EXHIBIT B CERTIFICATE DEPOSITORY AGREEMENT EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE CERTIFICATE NUMBER NUMBER OF TRUST of HL&P Capital Trust COMMON SECURITIES C-__ ______________ CERTIFICATE EVIDENCING COMMON SECURITIES OF PROVIDIAN CAPITAL I 9.525% COMMON SECURITIES, SERIES A (LIQUIDATION AMOUNT $1,000 PER COMMON SECURITY) Providian Capital I, a statutory business trust formed under the Business Trust Act of the State of Delaware (the "Trust"), dated January hereby certifies that Providian Bancorp, 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 9.525% Common Securities (liquidation amount $1,000 per common security) (the "Common Securities"). In accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust, dated as of February 4, 1997, 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 being duly executed and filed bound by the undersigned Trust Agreement and is entitled to the benefits thereunder. In Witness Whereof, one of the Administrators of the Trust has executed this certificate this 4th day of February, 1997. Providian Capital I By: _________________________________________ Name: Xxxxxx Xxxxxxx Title: Administrator EXHIBIT D AGREEMENT AS TO EXPENSES AND LIABILITIES Agreement dated as trusteeof February 4, to form 1997, between Providian Bancorp, Inc., a Delaware corporation (the "Company"), and Providian Capital I, a statutory business trust formed under the Delaware Business Trust Act of the State of Delaware (12 Del. C. (S) 3801 et seqthe "Trust").). ------- -- ---

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. In Witness Whereof, the parties hereof have entered into this Trust Agreement ACCEPTANCE INSURANCE COMPANIES INC. as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- _______________________________ Name: Title: The Bank Of New YorkBANKERS TRUST COMPANY, as Property Trustee By: -------------------------------- _______________________________ Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: _______________________________ Name: Title: Subscribed to and Accepted by, as the Initial Administrators: ______________________________ [Name] ______________________________ [Name] EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [INSERT FORM OF CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR IN INTEREST TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-__ Certificate Evidencing Common Securities of AICI Capital Trust ____% Common Securities (liquidation amount $25 per Common Security) AICI Capital Trust, a statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that Acceptance Insurance Companies Inc. (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the Issuer Trust and has designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The Bank Of New York 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 Issuer Trust, dated as of June __, 1997, as the same may be amended from time to time (the "Trust Agreement") among Acceptance Insurance Companies Inc., as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as Administrative Trustee -------------------------------- ------------------set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, Holder is being duly executed and filed bound by the undersigned as trustee, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. (S) 3801 et seqAgreement.). ------- -- ---

Acceptance of Terms. of Trust AgreementOF THE TRUST AGREEMENT, Guarantee and IndentureTHE GUARANTEE AND THE 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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofINDIANA UNITED BANCORP, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- Name: Title: The Bank Of New York---------------------------------------- Xxxxxx X. Xxxxxx Chairman and President XXXXX XXXXXX BANK AND TRUST COMPANY, as Property Trustee By: -------------------------------- ---------------------------------------- Name: Title: The Bank Of New York (Delaware)WILMINGTON TRUST COMPANY, as Delaware Trustee By: -------------------------------- ---------------------------------------- Name: Title: -------------------------------- --------------------------------------------------------------- Xxxxxx X. Xxxxxx, as Administrative Trustee -------------------------------- --------------------------------------------------------------- Xxx X. Xxxxx, as Administrative Trustee --------------------------------------------- Xxxxx X. Xxxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P IUB CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ OF IUB CAPITAL TRUST (the "Trust"), dated January as of ___________, 1997, is being duly executed and filed by the undersigned WILMINGTON TRUST COMPANY, a Delaware banking corporation, _____________________, _________________ and ____________________________, each an individual, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) Section 3801 et seq.). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofPUBLIC SERVICE ELECTRIC AND GAS COMPANY, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- ________________________________________________ Name: Title: The Bank Of New York41 FIRST UNION NATIONAL BANK, as Property Trustee By: -------------------------------- ________________________________________________ Name: Title: The Bank Of New York (Delaware)FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: -------------------------------- ________________________________________________ Name: Title: -------------------------------- ------------------__________________________________, as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee Name: EXHIBIT A CERTIFICATE OF TRUST OF HL&P PSE&G CAPITAL TRUST _ IV THIS CERTIFICATE OF TRUST of HL&P PSE&G Capital Trust ___ IV (the "Trust"), dated January __December 21, 19972001, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) C.ss. 3801 et seq.) (the "Act"). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness Whereof, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company USF&G CORPORATION By: -------------------------------- Name: Xxx Xxxxxxx Title: The Bank Of New YorkVice President - Treasurer THE BANK OF NEW YORK, as Property Trustee By: -------------------------------- Name: Title: The Bank Of New York THE BANK OF NEW YORK (DelawareDELAWARE), as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------THE ADMINISTRATORS ---------------------------------- J. Xxxxxxx Xxxxx, as Administrative Trustee -------------------------------- ------------------Administrator ---------------------------------- Xxxx X. Xxxxxx, Xx., as Administrative Trustee Administrator ---------------------------------- Xxx Xxxxxxx, as Administrator EXHIBIT A CERTIFICATE OF TRUST OF HL&P USF&G CAPITAL TRUST _ III THIS CERTIFICATE OF TRUST of HL&P USF&G Capital Trust ___ III (the "Trust"), dated January __June 16, 1997, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 Del.C.(S)3801 et seq.). ------- -- ---.

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 86 -80- BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofATLAS AIR, the parties hereof have entered into this Trust Agreement INC., as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- :_____________________________________ Name: Title: The Bank Of New YorkTHE FIRST NATIONAL BANK OF CHICAGO, as Property Trustee By: -------------------------------- :_____________________________________ Name: Title: The Bank Of New York (Delaware)FIRST CHICAGO DELAWARE INC., as Delaware Trustee By: -------------------------------- :_____________________________________ Name: Title: -------------------------------- ------------------________________________________________ [ ], as Administrative Trustee -------------------------------- ------------------________________________________________ [ ], as Administrative Trustee EXHIBIT A ________________________________________ [ ], as Administrative Trustee 87 CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, is being duly executed and filed by the undersigned as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.). ------- -- ---OF

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness Whereof, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Mellon Bank Corporation By: -------------------------------- :_____________________________________ Name: Title: The Bank Of New YorkChase Manhattan Bank, as Property Trustee By: -------------------------------- :____________________________________ Name: Title: The Chase Manhattan Bank Of New York (Delaware), as Delaware Trustee By: -------------------------------- :_____________________________________ Name: Title: -------------------------------- ---------------------------------------------------------- Xxxxxx X. Xxxxxxx, as Administrative Trustee -------------------------------- ---------------------------------------------------------- Xxxxxxx X. Xxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P MELLON CAPITAL TRUST _ THIS CERTIFICATE OF TRUST I This Certificate of HL&P Trust of Mellon Capital Trust ___ I (the "Trust"), dated January __November 27, 19971996, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ((S)) 3801 et seq.). ------- -- ---.

Acceptance of Terms. of Trust AgreementOF TRUST AGREEMENT, Guarantee and IndentureGUARANTEE AND INDENTURE. 50 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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofPACIFIC CREST CAPITAL, the parties hereof have entered into this Trust Agreement as of the date first above writtenINC. Houston Lighting & Power Company By: -------------------------------- /s/ Xxxxxx X. Xxxxxx ------------------------------ Name: Xxxxxx X. Xxxxxx Title: The Bank Of New YorkChief Financial Officer WILMINGTON TRUST COMPANY, as Property Trustee By: -------------------------------- /s/ Xxxxx Xxxxxx ------------------------------ Name: Xxxxx Xxxxxx Title: The Bank Of New York (Delaware)Administrative Account Manager WILMINGTON TRUST COMPANY, as Delaware Trustee By: -------------------------------- /s/ Xxxxx Xxxxxx ------------------------------ Name: Xxxxx Xxxxxx Title: -------------------------------- ------------------Administrative Account Manager /s/ Xxxx X. Xxxxxx ------------------------------ Xxxx X. Xxxxxx, as Administrative Trustee -------------------------------- ------------------/s/ Xxxxxx X. Xxxxxx ------------------------------ Xxxxxx X. Xxxxxx, as Administrative Trustee /s/ Xxxx X. Xxxxxxx ------------------------------ Xxxx X. Xxxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P PCC CAPITAL TRUST _ I THIS CERTIFICATE OF TRUST of HL&P PCC Capital Trust ___ I (the "Trust"), dated January __________, 1997, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (SSection) 3801 et seq.). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofTHE DEPOSITOR, the parties hereof have entered into this Trust Agreement as of the date first above writtenTHE TRUST AND EACH HOLDER AND BENEFICIAL OWNER OF A PREFERRED SECURITY (BY ITS ACCEPTANCE OF AN INTEREST THEREIN) SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS INDEBTEDNESS FOR ALL U.S. TAX PURPOSES AND THE PREFERRED SECURITY AS EVIDENCE OF AN INDIRECT BENEFICIAL OWNERSHIP INTEREST IN THE NOTES. Houston Lighting & Power Company EDISON INTERNATIONAL By: -------------------------------- Name: Title: The Bank Of New YorkTHE CHASE MANHATTAN BANK, as Property Trustee By: -------------------------------- Name: Title: The Bank Of New York (Delaware)CHASE MANHATTAN BANK DELAWARE, as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------XXXXXXXX X. XXXXXX, XX., as Administrative Regular Trustee -------------------------------- ------------------By: Name: Title: XXXXX X. XXXX, as Administrative Regular Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, is being duly executed and filed by the undersigned as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.). ------- -- ---By: Name: Title:

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. In Witness Whereof, the parties hereof have entered into this Trust Agreement GREATER COMMUNITY BANCORP as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- --------------------------------- Name: Title: The Bank Of New YorkBANKERS TRUST COMPANY, as Property Trustee By: -------------------------------- --------------------------------- Name: Title: BANKERS TRUST (DELAWARE), as Delaware Trustee and not in its individual capacity By: --------------------------------- Name: Title: Subscribed to and Accepted by, as the Initial Administrators: ------------------------------- ------------------------------- EXHIBIT A [CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [FORM OF CERTIFICATE DEPOSITARY AGREEMENT] EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT Certificate Number Number of Common Securities C-__ Certificate Evidencing Common Securities of GCB Capital Trust ____% Common Securities (liquidation amount $25 per Common Security) GCB Capital Trust, a statutory business trust formed under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that Greater Community Bancorp (the "Holder") is the registered owner of _________ (_____) common securities of the Issuer Trust representing undivided beneficial interests in the assets of the Issuer Trust and has designated the ____% Common Securities (liquidation amount $25 per Common Security) (the "Common Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith shall be void. The Bank Of New York 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 Issuer Trust, dated as of __________________, 1997, as the same may be amended from time to time (the "Trust Agreement") among Greater Community Bancorp as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------Trustee, and the Holders of Trust Securities, including the designation of the terms of the Common Securities as Administrative Trustee -------------------------------- ------------------set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office. Upon receipt of this certificate, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, Holder is being duly executed and filed bound by the undersigned as trustee, Trust Agreement and is entitled to form a business trust under the Delaware Business benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Act (12 Del. C. (S) 3801 et seqAgreement.). ------- -- ---

Acceptance of Terms. of Trust AgreementOF TRUST AGREEMENT, Guarantee and IndentureGUARANTEE 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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofACE INA HOLDINGS INC., the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- ------------------------------------------- Name: Title: The Bank Of New YorkTHE FIRST NATIONAL BANK OF CHICAGO, as Property Trustee By: -------------------------------- ------------------------------------------- Name: Title: The Bank Of New York (Delaware)BANK ONE DELAWARE, INC., as Delaware Trustee By: -------------------------------- ------------------------------------------- Name: Title: -------------------------------- ----------------------------------------------------------------- Xxxxxx X. Xxxx, as Administrative Trustee -------------------------------- ------------------Trustee. ----------------------------------------------- Xxxxxxxxxxx X. Xxxxxxxx, as Administrative Trustee EXHIBIT A A-1 CERTIFICATE OF TRUST OF HL&P ACE CAPITAL TRUST _ THIS CERTIFICATE OF TRUST III This Certificate of HL&P Trust of ACE Capital Trust ___ III (the "Trust"), dated January __as of May 19, 19971999, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. Del.C. (S) 3801 ss. 3801. et seq.). ------- -- ---

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofPUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- :______________________________ Name: Title: The Bank Of New YorkFIRST UNION NATIONAL BANK, as Property Trustee By: -------------------------------- ------------------------------ Name: Title: The Bank Of New York (Delaware)FIRST UNION BANK OF DELAWARE, as Delaware Trustee By: -------------------------------- ------------------------------ Name: Title: -------------------------------- ------------------, as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, is being duly executed and filed by the undersigned as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.). ------- -- ---:

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness Whereof, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company 42 WSFS FINANCIAL CORPORATION By: -------------------------------- --------------------------------- Name: Title: The Bank Of New YorkWILMINGTON TRUST COMPANY, as Property Trustee By: -------------------------------- --------------------------------- Name: Title: The Bank Of New York (Delaware)WILMINGTON TRUST COMPANY, as Delaware Trustee By: -------------------------------- --------------------------------- Name: Title: -------------------------------- ------------------------------------------------------ ----------------------, as Administrative Trustee -------------------------------- ------------------------------------------------------ ----------------------, as Administrative Trustee ------------------------------------ ----------------------, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ THIS CERTIFICATE [NAME OF TRUST TRUST] This Certificate of HL&P Capital Trust ___ of [NAME OF TRUST] (the "Trust"), dated January __________ ___, 19971998, is being duly executed and filed by the undersigned Wilmington Trust Company, a Delaware banking corporation, and _______________, as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et Section 3801, et. seq.). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness Whereof, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company FLORIDA PROGRESS FUNDING CORPORATION By: -------------------------------- :_____________________________________ Name: :________________________________ Title: The Bank Of New York:_______________________________ THE FIRST NATIONAL BANK OF CHICAGO, as Property Trustee By: -------------------------------- :_____________________________________ Name: :________________________________ Title: The Bank Of New York (Delaware):_______________________________ FIRST CHICAGO DELAWARE INC., as Delaware Trustee By: -------------------------------- :_____________________________________ Name: :________________________________ Title: -------------------------------- ------------------:_______________________________ PROGRESS RAIL SERVICES CORPORATION, as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee By:_____________________________________ Name:________________________________ Title:_______________________________ EXHIBIT A CERTIFICATE OF TRUST OF HL&P FPC CAPITAL TRUST _ THIS I This CERTIFICATE OF TRUST of HL&P Capital Trust ___ OF FPC CAPITAL I (the "Trust"), dated January __March 22, 19971999, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofPUBLIC SERVICE ELECTRIC AND GAS COMPANY, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- ______________________________________ Name: Title: The Bank Of New YorkWACHOVIA BANK, NATIONAL ASSOCIATION, as Property Trustee By: -------------------------------- ______________________________________ Name: Title: The Bank Of New York (Delaware)WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: -------------------------------- ______________________________________ Name: Title: -------------------------------- ------------------__________________________________________ Mark G. Kahrer, as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee Xxxxxxx EXHIBIT A CERTIFICATE OF TRUST OF HL&P PSE&G CAPITAL TRUST _ VII THIS CERTIFICATE OF TRUST of HL&P PSE&G Capital Trust ___ VII (the "Trust"), dated January __July 28, 19972003, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business statutory trust under the Delaware Business Statutory Trust Act (12 Del. C. (S) ss. 3801 et seq.). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofONEOK, the parties hereof have entered into this Trust Agreement as of the date first above writtenINC. Houston Lighting & Power Company By: -------------------------------- :_________________________ Name: :____________________ Title: The Bank Of New York:___________________ Executed in [_________] [_______________________], as Property Trustee By: -------------------------------- :_________________________ Name: :____________________ Title: The Bank Of New York (Delaware):___________________ Executed in [_________]. [________________], as Delaware Trustee By: -------------------------------- :_________________________ Name: :____________________ Title: -------------------------------- ------------------:___________________ Executed In [_________]. [_________________________], as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee By:_________________________ Name:____________________ Title:___________________ Executed in [_________]. EXHIBIT A CERTIFICATE OF TRUST OF HL&P ONEOK CAPITAL TRUST _ I THIS CERTIFICATE OF Certificate of Trust of ONEOK CAPITAL TRUST of HL&P Capital Trust ___ I (the "Trust"), dated January __, 1997, ) is being duly executed and filed on behalf of the Trust by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ((S)) 3801 et seq.) (the "Act"). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofPUBLIC SERVICE ELECTRIC AND GAS COMPANY, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- --------------------------------------------- Name: Title: The Bank Of New YorkWACHOVIA BANK, NATIONAL ASSOCIATION, as Property Trustee By: -------------------------------- --------------------------------------------- Name: Title: The Bank Of New York (Delaware)WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: -------------------------------- --------------------------------------------- Name: Title: -------------------------------- ------------------, as Administrative Trustee -------------------------------- ----------------------------------------------- Mark G. Kahrer, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P PSE&G CAPITAL TRUST _ V THIS CERTIFICATE OF TRUST of HL&P PSE&G Capital Trust ___ V (the "Trust"), dated January __July 28, 19972003, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business statutory trust under the Delaware Business Statutory Trust Act (12 Del. C. (S) ss. 3801 et seq.). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness Whereof, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Greater Bay Bancorp By: -------------------------------- _____________________________________ Name: Title: The Bank Of New YorkWilmington Trust Company, as Property Trustee By: -------------------------------- ____________________________________ Name: Title: The Bank Of New York (Delaware)Wilmington Trust Company, as Delaware Trustee By: -------------------------------- _____________________________________ Name: Title: -------------------------------- ------------------/s/ Xxxxx X. Xxxxxxxxxxx ---------------------------------------- Xxxxx X. Xxxxxxxxxxx, as Administrative Trustee -------------------------------- ------------------/s/ Xxxxxx X. Xxxxx ---------------------------------------- Xxxxxx X. Xxxxx, as Administrative Trustee /s/ Xxxxx X. Xxxxxx ---------------------------------------- Xxxxx X. Xxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P GBB CAPITAL TRUST _ THIS CERTIFICATE OF TRUST I This Certificate of HL&P Trust of GBB Capital Trust ___ I (the "Trust"), dated January __________, 1997, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. ((S)) 3801 et seq.). ------- -- ---.

Acceptance of Terms. of Trust AgreementDeclaration of Trust, 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 DECLARATION OF TRUST AGREEMENT, THE GUARANTEE AND THE INDENTURE, 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 DECLARATION OF TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. In Witness WhereofREPUBLIC NEW YORK CORPORATION, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- ------------------------------------ Name: Title: The Bank Of New YorkBANKERS TRUST COMPANY, as Property Trustee By: -------------------------------- ------------------------------------ Name: Title: The Bank Of New York B-42 114 BANKERS TRUST (DelawareDELAWARE), as Delaware Trustee and not in its individual capacity By: -------------------------------- ------------------------------------ Name: Title: -------------------------------- ------------------Thomxx X. Xxxxxxx, as Administrative Trustee -------------------------------- ------------------Stepxxx Xxxli, as Administrative Trustee B-43 115 EXHIBIT A CERTIFICATE OF TRUST OF HL&P REPUBLIC NEW YORK CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Republic New York Capital Trust ___ (the "Trust"), dated January __, 1997as of , is being duly executed and filed by the undersigned Bankers Trust (Delaware), a Delaware banking corporation, as trustee, Thomxx X. Xxxxxxx, xx individual, as trustee and Stepxxx Xxxli, an individual, as trustee to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 Section 3801, et seq.). 1. ------- -- ---The name of the business trust formed hereby is Republic New York Capital . 2. The name and business address of the trustee of the Trust which has its principal place of business in the State of Delaware are as follows: Bankers Trust (Delaware) 1011 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000. 3. This Certificate of Trust shall be effective upon filing with the Secretary of State. 4. The Trust created hereby shall terminate on .

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofTHE DEPOSITOR, the parties hereof have entered into this Trust Agreement as of the date first above writtenTHE TRUST AND EACH HOLDER AND BENEFICIAL OWNER OF A PREFERRED SECURITY (BY ITS ACCEPTANCE OF AN INTEREST THEREIN) SHALL BE DEEMED TO HAVE AGREED TO TREAT THE NOTES AS INDEBTEDNESS FOR ALL U.S. TAX PURPOSES AND THE PREFERRED SECURITY AS EVIDENCE OF AN INDIRECT BENEFICIAL OWNERSHIP INTEREST IN THE NOTES. Houston Lighting & Power Company EDISON INTERNATIONAL By: -------------------------------- :________________________________ Name: :______________________________ Title: The Bank Of New York:_____________________________ THE CHASE MANHATTAN BANK, as Property Trustee By: -------------------------------- :________________________________ Name: :______________________________ Title: The Bank Of New York (Delaware):_____________________________ CHASE MANHATTAN BANK DELAWARE, as Delaware Trustee By: -------------------------------- :________________________________ Name: :______________________________ Title: -------------------------------- ------------------:_____________________________ [_______________________], as Administrative Regular Trustee -------------------------------- ------------------By:________________________________ Name:______________________________ Title:_____________________________ [_______________________], as Administrative Regular Trustee By:________________________________ Name:______________________________ Title:_____________________________ [_______________________], as Regular Trustee By:________________________________ Name:______________________________ Title:_____________________________ EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL EIX TRUST _ THIS [ ] This CERTIFICATE OF TRUST of HL&P Capital Trust ___ OF EIX TRUST [ ] (the "Trust"), dated January [________] [___], 19971999, is being duly executed and filed by the undersigned undersigned, as trusteetrustees of the Trust, with the Secretary of State of the State of Delaware (the "Secretary of State") to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 S)3801 et seq.). ------- -- ---.

Acceptance of Terms. of Trust AgreementOF TRUST AGREEMENT, Guarantee and IndentureGUARANTEE 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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofRENAISSANCERE HOLDINGS LTD., the parties hereof have entered into this Trust Agreement BANKERS TRUST COMPANY, as of the date first above written. Houston Lighting & Power Company By: -------------------------------- Name: Title: The Bank Of New York, Depositor as Property Trustee By: -------------------------------- ________________________ By: ___________________________ Name: Name: Title: The Bank Of New York Title: BANKERS TRUST (DelawareDELAWARE), as Delaware Trustee _____________________________ By: -------------------------------- ___________________________ Xxxxxx X. Xxxxxxx, Name: Title: -------------------------------- ------------------, as Administrative Trustee -------------------------------- ------------------Title: _____________________________ Xxxxx Xxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P RENAISSANCERE CAPITAL TRUST _ THIS CERTIFICATE OF TRUST II This Certificate of HL&P Trust of RenaissanceRe Capital Trust ___ II (the "Trust"), dated as January __5, 19972001, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 ss. 3801, et seq.). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness Whereof, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company By: -------------------------------- /s/ XXXXX XXXXXX ____________________________ Name: Xxxxx Xxxxxx Title: Authorized Agent The Bank Of New York, as Property Trustee By: -------------------------------- /s/ XXXX X. XXXXX ____________________________ Name: Xxxx X. Xxxxx Title: Assistant Vice President The Bank Of New York (Delaware), as Delaware Trustee By: -------------------------------- /s/ XXXXXX X. XXXXXX ____________________________ Name: Xxxxxx X. Xxxxxx Title: -------------------------------- ------------------Authorized Agent /s/ XXXXXX X. XXXXXX ____________________________ Xxxxxx X. Xxxxxx, as Administrative Trustee -------------------------------- ------------------/s/ XXXXX XXXXXX ____________________________ Xxxxx Xxxxxx, as Administrative Trustee /s/ XXXXXX X. XXXXXX ____________________________ Xxxxxx X. Xxxxxx, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL TRUST _ I THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ I (the "Trust"), dated January __10, 1997, is being duly executed and filed by the undersigned as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.). ------- -- ---.

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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE INDENTURE, AND THE AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH SECURITYHOLDER HOLDER AND SUCH OTHERS. In Witness Whereof, the parties hereof have entered into this Trust Agreement BROAD NATIONAL BANCORPORATION as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- :_____________________________ Name: Title: The Bank Of New YorkBANKERS TRUST COMPANY, as Property Trustee By: -------------------------------- :_____________________________ Name: Title: The Bank Of New York BANKERS TRUST (DelawareDELAWARE), as Delaware Trustee and not in its individual capacity By: -------------------------------- :____________________________ Name: Title: -------------------------------- ------------------Subscribed to and Accepted by, as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee the Initial Administrators: ____________________________ Donald M. Karp ____________________________ James Boyle EXHIBIT A [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE] EXHIBIT B [INSERT FORM OF HL&P CAPITAL TRUST _ THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ (the "Trust"), dated January __, 1997, is being duly executed and filed by the undersigned as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.). ------- -- ---DEPOSITARY AGREEMENT]

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofTHE HARTFORD FINANCIAL SERVICES GROUP, the parties hereof have entered into this Trust Agreement as of the date first above writtenINC. Houston Lighting & Power Company By: -------------------------------- ________________________________ Name: Title: The Bank Of New York, 55 62 WILMINGTON TRUST COMPANY as Property Trustee and Delaware Trustee By: -------------------------------- ________________________________ Name: Title: The Bank Of New York (Delaware), By: ________________________________ ______________________ as Delaware Administrative Trustee By: -------------------------------- Name: Title: -------------------------------- ------------------, ________________________________ ______________________ as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P HARTFORD CAPITAL TRUST _ V THIS CERTIFICATE OF TRUST of HL&P Hartford Capital Trust ___ V (the "Trust"), dated January __November 9, 19972000, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofPSEG POWER LLC, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- ------------------------------------------ Name: Title: The Bank Of New YorkTHE BANK OF NEW YORK, as Property Trustee By: -------------------------------- ------------------------------------------ Name: Title: The Bank Of New York THE BANK OF NEW YORK (DelawareDELAWARE), as Delaware Trustee xx Xxxxxxxx Xxxxxxx By: -------------------------------- ------------------------------------------ Name: Title: -------------------------------- -----------------------------------------------------------, as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee Name: EXHIBIT A CERTIFICATE OF TRUST OF HL&P PSEG POWER CAPITAL TRUST __ THIS CERTIFICATE OF TRUST of HL&P PSEG Power Capital Trust ___ (the "Trust"), dated January ________, 1997__, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business [business] [statutory] trust under the Delaware Business [Business] [Statutory] Trust Act (12 Del. C. (S) ss. 3801 et seq.) (the "Act"). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness Whereof, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company CENTRAL FINANCIAL ACCEPTANCE CORPORATION By: -------------------------------- :____________________________________ Name: Title: The Bank Of New York51 57 WILMINGTON TRUST COMPANY, as Property Trustee By: -------------------------------- :____________________________________ Name: Title: The Bank Of New York (Delaware)WILMINGTON TRUST COMPANY, as Delaware Trustee By: -------------------------------- :____________________________________ Name: Title: -------------------------------- ------------------_______________________________________ Gary X. Xxxxxx, as Administrative Trustee -------------------------------- ------------------_______________________________________ Neal X. Xxxxx, as Administrative Trustee _______________________________________ Stevxx X. Xxxxx, as Administrative Trustee 52 58 EXHIBIT A CERTIFICATE OF TRUST OF HL&P CFAC CAPITAL TRUST _ I THIS CERTIFICATE OF TRUST of HL&P Capital Trust ___ CFAC CAPITAL I (the "Trust"), dated January __________, 1997, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (SSection) 3801 et seq.). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofPUBLIC SERVICE ENTERPRISE GROUP INCORPORATED, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- ------------------------------------------ Name: Title: The Bank Of New YorkWACHOVIA BANK, NATIONAL ASSOCIATION, as Property Trustee By: -------------------------------- ------------------------------------------ Name: Title: The Bank Of New York (Delaware)WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: -------------------------------- ------------------------------------------ Name: Title: -------------------------------- -----------------------------------------------, as Administrative Trustee -------------------------------- ------------------, as Administrative Trustee Name: EXHIBIT A CERTIFICATE OF TRUST OF HL&P CAPITAL PSEG FUNDING TRUST _ I THIS CERTIFICATE OF TRUST of HL&P Capital PSEG Funding Trust ___ I (the "Trust"), dated January __March 18, 19972002, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) C.ss. 3801 et seq.) (the "Act"). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofPUBLIC SERVICE ELECTRIC AND GAS COMPANY, the parties hereof have entered into this Trust Agreement as of the date first above written. Houston Lighting & Power Company Depositor By: -------------------------------- --------------------------- Name: Title: The Bank Of New YorkWACHOVIA BANK, NATIONAL ASSOCIATION, as Property Trustee By: -------------------------------- --------------------------- Name: Title: The Bank Of New York (Delaware)WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: -------------------------------- --------------------------- Name: Title: -------------------------------- ------------------------------------------------- Mark G. Kahrer, as Administrative Trustee -------------------------------- ------------------, as Administrative Xxxxxxxxxxxxxx Trustee EXHIBIT A CERTIFICATE OF TRUST OF HL&P PSE&G CAPITAL TRUST _ VI THIS CERTIFICATE OF TRUST of HL&P PSE&G Capital Trust ___ VI (the "Trust"), dated January __July 28, 19972003, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business statutory trust under the Delaware Business Statutory Trust Act (12 Del. C. (S) ss. 3801 et seq.). ------- -- ---.

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, THE GUARANTEE AND THE INDENTURE, 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. In Witness WhereofLIBERTY FINANCIAL COMPANIES, the parties hereof have entered into this Trust Agreement as of the date first above writtenINC. Houston Lighting & Power Company By: -------------------------------- --------------------------------------- Name: Title: The Bank Of New York[STATE STREET BANK AND TRUST COMPANY], as Property Trustee By: -------------------------------- --------------------------------------- Name: Title: The Bank Of New York (Delaware)[ ], as --------------------------------------- Delaware Trustee By: -------------------------------- --------------------------------------- Name: Title: -------------------------------- -------------------------------------------------------------- [ ], as Administrative Trustee -------------------------------- -------------------------------------------------------------- [ ], as Administrative Trustee EXHIBIT A --------- CERTIFICATE OF TRUST OF HL&P LIBERTY FINANCIAL CAPITAL TRUST _ II THIS CERTIFICATE OF TRUST Certificate of HL&P Trust of Liberty Financial Capital Trust ___ II (the "Trust"), dated January as of September __, 19971998, is being duly executed and filed by the undersigned undersigned, as trusteetrustees, to form a business trust under the Delaware Business Trust Act (12 Del. C. (S) 3801 ss. 3801, et seq.). ------- -- ---.