1 Exhibit 4(m) AMENDED AND RESTATED TRUST AGREEMENT

1
Exhibit 4(m)

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AMENDED AND RESTATED

TRUST AGREEMENT

between

TEXAS UTILITIES ELECTRIC COMPANY, as Depositor

and

THE BANK OF NEW YORK,

THE BANK OF NEW YORK (DELAWARE),

Xxxxx Xxxxxxxxx,

Xxxxxxx Xxxxx,

Xxxxx Xxxxxxxx,

Xxxx Xxxxx

and

Xxxxxxx Xxxxxxx, as Trustees

Dated as of December 1, 1995

TU ELECTRIC CAPITAL III

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2
TU Electric Capital III

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

Trust Indenture Trust Agreement
Act Section Section
--------------- ---------------

Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.07
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.07
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.09
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.08
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.13
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.13
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.07
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.07
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.07
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14(a)
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14(a), 8.14(b)
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.02, 8.14(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01, 8.03
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.09
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.10

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Note: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Trust Agreement.
4
TABLE OF CONTENTS

ARTICLE I.

Defined Terms

Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II.

Establishment of the Trust

Section 2.01. Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.02. Office of the Delaware Trustee; Principal Place of Business . . . . . . . . . . . . . . . . . 12
Section 2.03. Initial Contribution of Trust Property; Organizational Expenses . . . . . . . . . . . . . . . 12
Section 2.04. Issuance of the Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.05. Subscription and Purchase of Debentures; Issuance of the Common Securities . . . . . . . . . 12
Section 2.06. Declaration of Trust; Appointment of Additional Administrative Trustees . . . . . . . . . . . 12
Section 2.07. Authorization to Enter into Certain Transactions . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.08. Assets of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2.09. Title to Trust Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE III.

Payment Account

Section 3.01. Payment Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE IV.

Distributions; Redemption

Section 4.01. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.02. Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.03. Subordination of Common Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.04. Payment Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.05. Tax Returns and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE V.

Trust Securities Certificates

Section 5.01. Initial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.02. The Trust Securities Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.03. Execution and Delivery of Trust Securities Certificates . . . . . . . . . . . . . . . . . . . 22
Section 5.04. Registration of Transfer and Exchange of Preferred Securities Certificates . . . . . . . . . 22
Section 5.05. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates . . . . . . . . . . . . . 23
Section 5.06. Persons Deemed Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.07. Access to List of Securityholders' Names and Addresses . . . . . . . . . . . . . . . . . . . 24
Section 5.08. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 5.09. Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 5.10. Ownership of Common Securities by Depositor . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 5.11. Definitive Preferred Securities Certificates . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 5.12. Book-Entry System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 5.13. Rights of Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE VI.

Acts of Securityholders; Meetings; Voting

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

ARTICLE VII.

Representations and Warranties of the Property
Trustee and the Delaware Trustee

Section 7.01. Property Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 7.02. Delaware Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

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ARTICLE VIII.

The Trustees

Section 8.01. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.02. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.03. Certain Rights of Property Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.04. Not Responsible for Recitals or Issuance of Securities . . . . . . . . . . . . . . . . . . . 36
Section 8.05. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.06. Compensation; Fees; Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.07. Certain Trustees Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 8.08. Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 8.09. Co-Trustees and Separate Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 8.10. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . 39
Section 8.11. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 8.12. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . 42
Section 8.13. Preferential Collection of Claims Against Depositor or Trust . . . . . . . . . . . . . . . . 42
Section 8.14. Reports by Property Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 8.15. Reports to the Property Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 8.16. Evidence of Compliance With Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . 42
Section 8.17. Number of Trustees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 8.18. Delegation of Power. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 8.19. Fiduciary Duty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE IX.

Termination and Liquidation

Section 9.01. Termination Upon Expiration Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 9.02. Early Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 9.03. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 9.04. Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE X.

Miscellaneous Provisions

Section 10.01. Guarantee by the Depositor and Assumption of Obligations . . . . . . . . . . . . . . . . . . 48
Section 10.02. Limitation of Rights of Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 10.03. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 10.04. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 10.05. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.06. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.07. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

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Section 10.08. Notice and Demand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.09. Agreement Not to Petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10.10. Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

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AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 1,
1995, between (i) Texas Utilities Electric Company, a Texas corporation (the
"Depositor"), (ii) The Bank of New York, a banking corporation duly organized
and existing under the laws of New York, as trustee (the "Property Trustee"
and, in its separate capacity and not in its capacity as Property Trustee, the
"Bank"), (iii) The Bank of New York (Delaware), a banking corporation duly
organized under the laws of Delaware, as Delaware trustee (the "Delaware
Trustee") (iv) Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxx Xxxxx and
Xxxxxxx Xxxxxxx, each an individual, and each of whose address is c/o Texas
Utilities Services Inc., 0000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx 00000 (each, an
"Administrative Trustee" and collectively the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees") and (v) the several Holders, as hereinafter
defined.

W I T N E S S E T H:

WHEREAS, the Depositor, the Property Trustee, the Delaware
Trustee and Xxxxx Xxxxxxxxx, as the Administrative Trustee, have heretofore
duly declared and established a business trust pursuant to the Delaware
Business Trust Act by the entering into of that certain Trust Agreement, dated
as of October 17, 1995 (the "Original Trust Agreement"), and by the execution
by the Property Trustee, the Delaware Trustee and Xxxxx Xxxxxxxxx, as
Administrative Trustee and filing with the Secretary of State of the State of
Delaware of the Certificate of Trust, dated October 17, 1995, a copy of which
is attached as Exhibit A; and

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

NOW THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, each party, for the benefit of the
other party and for the benefit of the Securityholders, hereby amends and
restates the Original Trust Agreement in its entirety and agrees as follows:
9
ARTICLE I.

DEFINED TERMS

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

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

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

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

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

"Act" has the meaning specified in Section 6.08.

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

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

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

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

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

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

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

"Bankruptcy Laws" has the meaning specified in Section 10.09.

"Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Depositor to have been duly
adopted by the Depositor's Board of Directors or a duly authorized committee
thereof and to be in full force and effect on the date of such certification,
and delivered to the appropriate Trustee.

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

"Certificate of Trust" has the meaning specified in Section
2.07(d).

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

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

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

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

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

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

"Corporate Trust Office" means the principal corporate trust
office of the Property Trustee located in New York, New York.

"Covered Person" means: (a) any officer, director,
shareholder, partner, member, representative, employee or agent of the Trust or
the Trust's Affiliates; and (b) any Holder of Trust Securities.

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

"Debenture Issuer" means Texas Utilities Electric Company, a
Texas corporation, in its capacity as issuer of the Debentures.

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

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

"Debentures" means the $206,185,575 aggregate principal amount
of the Depositor's 8.00% Junior Subordinated Debentures, Series C, Due December
31, 2035, issued pursuant to the Subordinated Indenture.

"Definitive Preferred Securities Certificates" means Preferred
Securities Certificates issued in certificated, fully registered form as
provided in Section 5.11.

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

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

"Depositor" has the meaning specified in the preamble to this
Trust Agreement and includes Texas Utilities Electric Company in its capacity
as Holder of the Common Securities.

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

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

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

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

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

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

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

(iv) default in the performance, or breach, in any
material respect of any covenant or warranty of the Trustees
in this Trust Agreement (other than a covenant or warranty a
default in whose performance or breach is specifically dealt
with in clause (ii) or (iii), above) and continuation of such
default or breach for a period of 60 days after there has been
given, by registered or certified mail, to the Trust by the
Holders of at least 10% in Liquidation Amount of the
Outstanding Preferred Securities a written notice specifying
such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder;
or

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

"Exchange Act" has the meaning specified in Section 2.07(c).

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

"Expiration Date" shall have the meaning specified in Section
9.01.

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

"Indemnified Person" means any Trustee, any Affiliate of any
Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives or agents of any Trustee, or any employee or agent
of the Trust or its Affiliates.

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

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

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

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

"Liquidation Distribution" has the meaning specified in
Section 9.04(e).

"No Recognition Opinion" has the meaning specified in Section
9.04(d).

"Offer" has the meaning specified in Section 2.07(c).

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Depositor, and delivered to the appropriate
Trustee. One of the officers signing an Officers' Certificate given pursuant
to Section 8.16 shall be the principal executive, financial or accounting
officer

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14
of the Depositor. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
shall include:

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

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

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

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

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

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

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

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

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

(iii) Preferred Securities in exchange for or in lieu of
which other Preferred Securities have been delivered pursuant
to this Trust Agreement, including pursuant to Sections 5.04,
5.05 or 5.11;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand,

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15
authorization, direction, notice, consent or waiver hereunder, Preferred
Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Preferred Securities which such Trustee knows to be so
owned shall be so disregarded and (b) the foregoing shall not apply at any time
when all of the outstanding Preferred Securities are owned by the Depositor,
one or more of the Trustees and/or any such Affiliate. Preferred Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Administrative Trustee the
pledgee's right so to act with respect to such Preferred Securities and that
the pledgee is not the Depositor or any Affiliate of the Depositor.

"Owner" means each Person who is the owner of a Preferred
Securities Certificate as reflected in the Securities Register.

"Paying Agent" means any paying agent or co-paying agent
appointed pursuant to Section 5.09 and shall initially be Texas Utilities
Services Inc.

"Payment Account" means a segregated non-interest-bearing
corporate trust account maintained by the Property Trustee with Chemical Bank,
or such other banking institution as the Depositor shall select in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures will be held and from which the Paying Agent,
pursuant to Section 5.09, shall make payments to the Securityholders in
accordance with Sections 4.01 and 4.02.

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

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

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

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

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

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

"Redemption Tax Opinion" has the meaning specified in Section
9.04(d).

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

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

"Securities Depository" shall have the meaning specified in
Section 5.12.

"Securities Register" shall mean the Securities Register and
described in Section 5.04.

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

"Subordinated Indenture" means the Indenture, dated as of
December 1, 1995, between the Depositor and the Debenture Trustee, as trustee,
as amended or supplemented from time to time.

"Tax Event" means the receipt by the Trust of an opinion of
nationally recognized independent tax counsel experienced in such matters to
the effect that, as a result of (a) any amendment to, clarification of, or
change (including any announced prospective change) in, the laws or treaties
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, (b) any
judicial decision or any official administrative pronouncement, ruling,
regulatory procedure, notice or announcement (including any notice or
announcement of intent to issue or adopt any such administrative pronouncement,
ruling, regulatory procedure or regulation) (each, for purposes of this
definition, an "Administrative Action"), or (c) any amendment to, clarification
of, or change in the official position or the interpretation of any such
Administrative Action or judicial decision or any interpretation or
pronouncement that provides for a position with respect to such Administrative
Action or judicial decision that differs from the theretofore generally
accepted position, in each case by any legislative body, court, governmental
authority or regulatory body, irrespective of the manner in which such
amendment, clarification or change is made known, which amendment,
clarification, or

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change is effective, which Administrative Action is taken or which judicial
decision is issued, in each case on or after the date of issuance of the
Preferred Securities, there is more than an insubstantial risk that (i) the
Trust is, or will be, subject to United States federal income tax with respect
to interest received on the Debentures, (ii) interest payable by the Depositor
on the Debentures is not, or will not be, fully deductible by the Depositor for
United States federal income tax purposes, or (iii) the Trust is, or will be,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.

"Transfer Agent and Registrar" shall mean the transfer agent
and registrar for the Preferred Securities appointed by the Trust and shall be
initially Texas Utilities Services Inc.

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

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

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

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

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

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

"Underwriting Agreement" means the Underwriting Agreement,
dated as of December 6, 1995, among the Trust, the Depositor and the
underwriters named therein.

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ARTICLE II.

ESTABLISHMENT OF THE TRUST

SECTION 2.01. NAME. The Trust created hereby shall be known
as "TU Electric Capital III", in which name the Trustees may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and xxx and be sued.

SECTION 2.02. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE
OF BUSINESS. The office of the Delaware Trustee in the State of Delaware is
Xxxxx Xxxx Center, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, or at such other address
in Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Depositor. The principal place of business of the
Trust is c/o Texas Utilities Electric Company, Energy Plaza, 0000 Xxxxx Xxxxxx,
Xxxxxx, Xxxxx 00000.

SECTION 2.03. INITIAL CONTRIBUTION OF TRUST PROPERTY;
ORGANIZATIONAL EXPENSES. The Property Trustee acknowledges receipt in trust
from the Depositor in connection with the Original Trust Agreement of the sum
of $10, which constituted the initial Trust Property. The Depositor shall pay
organizational expenses of the Trust as they arise or shall, upon request of
any Trustee, promptly reimburse such Trustee for any such expenses paid by such
Trustee. The Depositor shall make no claim upon the Trust Property for the
payment of such expenses.

SECTION 2.04. ISSUANCE OF THE PREFERRED SECURITIES. On
December 6, 1995 the Depositor, on behalf of the Trust, executed and delivered
the Underwriting Agreement. Contemporaneously with the execution and delivery
of this Trust Agreement, one of the Administrative Trustees, on behalf of the
Trust in accordance with Section 5.02, executed manually and delivered a
Preferred Securities Certificate, registered in the name of the nominee of The
Depositary Trust Company, having an aggregate Liquidation Amount of
$200,000,000.

SECTION 2.05. SUBSCRIPTION AND PURCHASE OF DEBENTURES;
ISSUANCE OF THE COMMON SECURITIES. Contemporaneously with the execution and
delivery of this Trust Agreement, the Administrative Trustees, on behalf of the
Trust, shall subscribe to and purchase from the Depositor Debentures,
registered in the name of the Property Trustee and having an aggregate
principal amount equal to $206,185,575, and, in satisfaction of the purchase
price for such Debentures, (x) the Administrative Trustees, on behalf of the
Trust, shall execute and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount
of 247,423 Common Securities having an aggregate Liquidation Amount of
$6,185,575, and (y) the Property Trustee, on behalf of the Trust, shall deliver
to the Depositor the sum of $200,000,000.

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SECTION 2.06. DECLARATION OF TRUST; APPOINTMENT OF ADDITIONAL
ADMINISTRATIVE TRUSTEES. (a) The exclusive purposes and functions of the
Trust are (i) to issue Trust Securities and invest the proceeds thereof in
Debentures, and (ii) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein. The Property Trustee hereby declares that it will hold the Trust
Property in trust upon and subject to the conditions set forth herein for the
benefit of the Securityholders. The Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. Anything in this Trust Agreement to
the contrary notwithstanding the Delaware Trustee shall not be entitled to
exercise any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Delaware Business Trust Act.

SECTION 2.07. AUTHORIZATION TO ENTER INTO CERTAIN
TRANSACTIONS. (a) The Trustees shall conduct the affairs of the Trust in
accordance with the terms of this Trust Agreement. Subject to the limitations
set forth in paragraph (b) of this Section and Article VIII and in accordance
with the following provisions (A) and (B), the Trustees shall have the
authority to enter into all transactions and agreements determined by the
Trustees to be appropriate in exercising the authority, express or implied,
otherwise granted to the Trustees under this Trust Agreement, and to perform
all acts in furtherance thereof, including without limitation, the following:

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

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

(ii) without the consent of any Person, to cause the
Trust to enter into and to execute, deliver and perform on
behalf of the Trust, the Expense Agreement, the Underwriting
Agreement and such other agreements as may be necessary or
desirable in connection with the consummation hereof (such
execution to be by the Administrative Trustees or any one of
them);

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

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

(v) the registration of the Preferred Securities under
the Securities Act of 1933, as amended, and under state
securities or blue sky laws, and the

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qualification of this Trust Agreement as a trust indenture
under the Trust Indenture Act;

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

(vii) the appointment of a Paying Agent and Transfer
Agent and Registrar in accordance with this Trust Agreement;

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

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

(x) the taking of any action incidental to the
foregoing as the Administrative Trustees may from time to time
determine is necessary or advisable to protect and conserve
the Trust Property for the benefit of the Securityholders
(without consideration of the effect of any such action on any
particular Securityholder).

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

(i) the establishment of the Payment Account;

(ii) the receipt of the Debentures;

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

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

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

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

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

(viii) the taking of any action incidental to the
foregoing as the Property Trustee may from time to time
determine is necessary or advisable to protect and conserve
the Trust Property for the benefit of the Securityholders
(without consideration of the effect of any such action on any
particular Securityholder).

Subject to this Section 2.07(a)(B), the Property Trustee shall
have none of the duties, powers or authority of the Administrative Trustee set
forth in Section 2.07(a)(A) or the Depositor set forth in Section 2.07(c). The
Property Trustee shall have the power and authority to exercise all of the
rights, powers and privileges of a holder of Debentures under the Subordinated
Indenture and, if an Event of Default occurs and is continuing, the Property
Trustee may, for the benefit of Holders of the Trust Securities, in its
discretion proceed to protect and enforce its rights as holder of the
Debentures subject to the rights of the Holder pursuant to the terms of this
Trust Agreement.

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

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

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

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

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

(iv) to prepare for filing by the Trust with the
Commission and to execute a registration statement on Form 8-A
relating to the registration of the Preferred Securities under
Section 12(b) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"), including any amendments thereto;

(v) to select the investment banker or bankers to act
as underwriters with respect to the offer and sale by the
Trust of Preferred Securities ("Offer") and negotiate the
terms of an Underwriting Agreement and pricing agreement
providing for the Offer;

(vi) to take any other actions necessary or desirable
to carry out any of the foregoing activities; and

(vii) to designate itself or an Affiliate to be the
Transfer Agent and Registrar.

(d) Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be
an "investment company" required to be registered under the Investment Company
Act of 1940, as amended, or classified other than as a "grantor trust" for
United States federal income tax purposes and not as an association taxable as
a corporation and so that the Debentures will be treated as indebtedness of the
Depositor for United States federal income tax purposes. In this connection,
the Depositor and the Administrative Trustees are authorized to take any
action, not inconsistent with applicable law, the certificate of trust filed
with the Secretary of State of the State of Delaware with respect to the Trust
(the "Certificate of Trust") or this Trust Agreement, that each of the
Depositor and the Administrative Trustees determines in its discretion to be
necessary or desirable for such purposes, as long as such action does not
materially adversely affect the interests of the holders of the Preferred
Securities.

SECTION 2.08. ASSETS OF TRUST. The assets of the Trust shall
consist of the Trust Property.

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SECTION 2.09. TITLE TO TRUST PROPERTY. Legal title to all
Trust Property shall be vested at all times in the Property Trustee (in its
capacity as such) and shall be held and administered by the Property Trustee
for the benefit of the Securityholders in accordance with this Trust Agreement.

ARTICLE III.

PAYMENT ACCOUNT

SECTION 3.01. PAYMENT ACCOUNT.

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

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

ARTICLE IV.

DISTRIBUTIONS; REDEMPTION

SECTION 4.01. DISTRIBUTIONS.

(a) Distributions on the Trust Securities shall be
cumulative, and will accumulate whether or not there are funds of the Trust
available for the payment of Distributions. Distributions shall accrue from
the Closing Date, and, except in the event that the Depositor exercises its
right to extend the interest payment period for the Debentures pursuant to
Section 311 of the Subordinated Indenture, shall be payable quarterly in
arrears on March 31, June 30, September 30 and December 31 of each year,
commencing on December 31, 1995. If any date on which Distributions are
otherwise payable on the Trust Securities is not a Business Day, then the
payment of such Distribution shall be made on the next succeeding day which is
a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in the next succeeding

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calendar year, payment of such distribution shall be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date (each date on which distributions are payable in accordance with
this Section 4.01(a) a "Distribution Date").

(b) Distributions payable on the Trust Securities shall be
fixed at a rate of 8.00% per annum of the Liquidation Amount of the Trust
Securities. The amount of Distributions payable for any full quarterly period
shall be computed on the basis of twelve 30-day months and a 360-day year and
for any period shorter than a full month, on the basis of the actual number of
days elapsed. If the interest payment period for the Debentures is extended
pursuant to Section 311 of the Subordinated Indenture, then Distributions on
the Preferred Securities will be deferred for the period equal to the extension
of the interest payment period for the Debentures and the rate per annum at
which Distributions on the Trust Securities accumulate shall be increased by an
amount such that the aggregate amount of Distributions that accumulate on all
Trust Securities during any such extended interest payment period is equal to
the aggregate amount of interest (including, to the extent permitted by law,
interest payable on unpaid interest at the percentage rate per annum set forth
above, compounded quarterly) that accrues during any such extended interest
payment period on the Debentures. The amount of Distributions payable for any
period shall include the Additional Amounts, if any.

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

(d) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be 15 days prior to the relevant Distribution Date.

SECTION 4.02. REDEMPTION. (a) On each Debenture Redemption
Date and at the maturity date for the Debentures (as defined in the
Subordinated Indenture), the Property Trustee will be required to redeem a Like
Amount of Trust Securities at the Redemption Price plus accumulated and unpaid
Distributions to the date of such payment.

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

(i) the Redemption Date;

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(ii) the Redemption Price and the amount of accumulated
and unpaid Dividends to be paid on the Redemption Date;

(iii) the CUSIP number;

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

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

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

(d) If the Property Trustee gives a notice of redemption in
respect of any Preferred Securities, then, by 12:00 noon, New York time, on the
Redemption Date, subject to Section 4.02(c), the Property Trustee shall
irrevocably deposit with the Paying Agent funds sufficient to pay the
applicable Redemption Price plus accumulated and unpaid Distributions to the
date of such payment and will give the Paying Agent irrevocable instructions
and authority to pay the Redemption Price plus accumulated and unpaid
Distributions to the date of such payment to the holders thereof upon surrender
of their Preferred Securities Certificates. Notwithstanding the foregoing,
Distributions payable on or prior to the redemption date for any Trust
Securities called for redemption shall be payable to the Holders of such Trust
Securities as they appear on the Securities Register for the Trust Securities
on the relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then on the
Redemption Date, all rights of Securityholders holding Trust Securities so
called for redemption will cease, except the right of such Securityholders to
receive the Redemption Price plus accumulated and unpaid Distributions to the
date of such payment, but without interest thereon, and such Trust Securities
will cease to be outstanding. In the event that any Redemption Date is not a
Business Day, then payment of the Redemption Price payable on such date plus
accumulated and unpaid Distributions to such date shall be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay). In the event that payment of the
Redemption Price plus accumulated and unpaid Distributions in respect of any
Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Depositor

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pursuant to the Guarantee, Distributions on such Trust Securities will continue
to accrue, at the then applicable rate, from the Redemption Date originally
established by the Trust for such Trust Securities to the date such Redemption
Price plus accumulated and unpaid Distributions is actually paid, in which case
the actual payment date will be deemed the date fixed for redemption for
purposes of calculating the Redemption Price plus accumulated and unpaid
Distributions to such date.

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

(f) If less than all the Outstanding Trust Securities are to
be redeemed on a Redemption Date, then the aggregate Liquidation Amount of
Trust Securities to be redeemed shall be allocated 3% to the Common Securities
and 97% to the Preferred Securities. The particular Preferred Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Property Trustee from the Outstanding Preferred Securities not
previously called for redemption, by such method as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for a
redemption of portions (equal to $25 or integral multiples thereof) of the
Liquidation Amount of Preferred Securities of a denomination larger than $25.
The Property Trustee shall promptly notify the Transfer Agent and Registrar in
writing of the Preferred Securities selected for redemption and, in the case of
any Preferred Securities selected for partial redemption, the Liquidation
Amount thereof to be redeemed. For all purposes of this Trust Agreement,
unless the context otherwise requires, all provisions relating to the
redemption of Preferred Securities shall relate, in the case of any Preferred
Securities redeemed or to be redeemed only in part, to the portion of the
Liquidation Amount of Preferred Securities which has been or is to be redeemed.

SECTION 4.03. SUBORDINATION OF COMMON SECURITIES. (a)
Payment of Distributions (including Additional Amounts, if applicable) on, and
the Redemption Price plus accumulated and unpaid distributions of, the Trust
Securities, as applicable, shall be made pro rata based on the Liquidation
Amount of the Trust Securities; provided, however, that if on any Distribution
Date or Redemption Date a Debenture Event of Default shall have occurred and be
continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of
Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including Additional Amounts, if
applicable) on all Outstanding Preferred Securities for all distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price plus accumulated and unpaid Distributions the full amount of
such Redemption Price plus accumulated and unpaid Distributions on all
Outstanding Preferred Securities, shall have been made or provided for, and all
funds immediately available to the Property Trustee shall first be applied to
the payment in full in cash of all Distributions (including Additional Amounts,

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if applicable) on, or Redemption Price of plus accumulated and unpaid
Distributions of, Preferred Securities then due and payable.

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

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

SECTION 4.05. TAX RETURNS AND REPORTS. The Administrative
Trustees shall prepare (or cause to be prepared), at the Depositor's expense
and direction, and file all United States federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared or filed) the Internal Revenue Service Form 1041 (or
any successor form) required to be filed in respect of the Trust in each
taxable year of the Trust and (b) prepare and furnish (or cause to be prepared
and furnished) to each Securityholder the related Internal Revenue Service Form
1099, or any successor form or the information required to be provided on such
form. The Administrative Trustees shall provide the Depositor and the Property
Trustee with a copy of all such returns, reports and schedules promptly after
such filing or furnishing. The Trustees shall comply with United States
federal withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Securityholders under the Trust
Securities.

ARTICLE V.

TRUST SECURITIES CERTIFICATES

SECTION 5.01. INITIAL OWNERSHIP. Upon the formation of the
Trust by the contribution by the Depositor pursuant to Section 2.03 and until
the issuance of the Trust

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Securities, and at any time during which no Trust Securities are outstanding,
the Depositor shall be the sole beneficial owner of the Trust.

SECTION 5.02. THE TRUST SECURITIES CERTIFICATES. The Trust
Securities Certificates shall be issued in denominations of $25 Liquidation
Amount and integral multiples thereof. The Trust Securities Certificates shall
be executed on behalf of the Trust by manual or facsimile signature of at least
one Administrative Trustee and, if executed on behalf of the Trust by facsimile
signature, countersigned by the Transfer Agent and Registrar or its agent.
Trust Securities Certificates bearing the manual signatures of individuals who
were, at the time when such signatures shall have been affixed, authorized to
sign on behalf of the Trust and, if executed on behalf of the Trust by
facsimile signature, countersigned by the Transfer Agent and Registrar or its
agent, shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04 or
5.11.

SECTION 5.03. EXECUTION AND DELIVERY OF TRUST SECURITIES
CERTIFICATES. On the Closing Date, the Administrative Trustees shall cause
Trust Securities Certificates, in an aggregate Liquidation Amount as provided
in Sections 2.04 and 2.05, to be executed on behalf of the Trust, and in the
case of Preferred Securities executed by facsimile signature, countersigned by
the Transfer Agent and Registrar, or The Bank of New York as its agent, and
delivered to or upon the written order of the Depositor signed by its chairman
of the board, any of its vice presidents or its Treasurer, without further
corporate action by the Depositor, in authorized denominations. The Depositor
agrees to indemnify, defend and hold The Bank of New York harmless against any
and all costs and liabilities incurred without negligence arising out of or in
connection with any such countersigning by it.

SECTION 5.04. REGISTRATION OF TRANSFER AND EXCHANGE OF
PREFERRED SECURITIES CERTIFICATES. The Transfer Agent and Registrar shall keep
or cause to be kept, at the office or agency maintained pursuant to Section
5.08, a Securities Register in which, subject to such reasonable regulations as
it may prescribe, the Transfer Agent and Registrar shall provide for the
registration of Preferred Securities Certificates and the Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. Texas Utilities Services Inc.
shall be the initial Transfer Agent and Registrar.

Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, the Administrative Trustees, or any one of them, shall execute on behalf
of the Trust by manual or facsimile

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signature and, if executed on behalf of the Trust by facsimile signature, cause
the Transfer Agent and Registrar or its agent to countersign and deliver, in
the name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount. At the option of a Holder, Preferred Securities
Certificates may be exchanged for other Preferred Securities Certificates in
authorized denominations of the same class and of a like aggregate Liquidation
Amount upon surrender of the Preferred Securities Certificates to be exchanged
at the office or agency maintained pursuant to Section 5.08.

Every Preferred Securities Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied by a
written instrument of transfer in form satisfactory to the Administrative
Trustees and the Transfer Agent and Registrar duly executed by the Holder or
such Holder's attorney duly authorized in writing. Each Preferred Securities
Certificate surrendered for registration of transfer or exchange shall be
canceled and subsequently disposed of by the Administrative Trustees in
accordance with customary practice. The Trust shall not be required to (i)
issue, register the transfer of, or exchange any Preferred Securities during a
period beginning at the opening of business 15 calendar days before the day of
mailing of a notice of redemption of any Preferred Securities called for
redemption and ending at the close of business on the day of such mailing or
(ii) register the transfer of or exchange any Preferred Securities so selected
for redemption, in whole or in part, except the unredeemed portion of any such
Preferred Securities being redeemed in part.

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

SECTION 5.05. MUTILATED, DESTROYED, LOST OR STOLEN TRUST
SECURITIES CERTIFICATES. If (a) any mutilated Trust Securities Certificate
shall be surrendered to the Transfer Agent and Registrar, or if the Transfer
Agent and Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Trust Securities Certificate and (b) there
shall be delivered to the Transfer Agent and Registrar and the Administrative
Trustees such security or indemnity as may be required by them to save each of
them and the Depositor harmless, then in the absence of notice that such Trust
Securities Certificate shall have been acquired by a bona fide purchaser, the
Administrative Trustees, or any one of them, on behalf of the Trust shall
execute by manual or facsimile signature and the Administrative Trustees, or
any one of them, and, if executed on behalf of the Trust by facsimile
signature, countersigned by the Transfer Agent and Registrar shall make
available for delivery, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities
Certificate of like class, tenor and denomination. In connection with the
issuance of any new Trust Securities Certificate under this Section, the
Administrative Trustees or the Transfer Agent and Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be

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imposed in connection therewith. Any duplicate Trust Securities Certificate
issued pursuant to this Section shall constitute conclusive evidence of an
ownership interest in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Trust Securities Certificate shall be found at any
time.

SECTION 5.06. PERSONS DEEMED SECURITYHOLDERS. Prior to due
presentation of a Trust Securities Certificate for registration of transfer,
the Trustees and the Transfer Agent and Registrar shall be entitled to treat
the Person in whose name any Trust Securities Certificate shall be registered
in the Securities Register as the owner of such Trust Securities Certificate
for the purpose of receiving distributions and for all other purposes
whatsoever, and neither the Trustee nor the Transfer Agent and Registrar shall
be bound by any notice to the contrary.

SECTION 5.07. ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND
ADDRESSES. The Administrative Trustees shall furnish or cause to be furnished
(x) to the Depositor, within 15 days after receipt by any Administrative
Trustee of a request therefor from the Depositor in writing and (y) to the
Property Trustee, promptly after receipt by any Administrative Trustee of a
request therefor from the Property Trustee in writing in order to enable the
Property Trustee to discharge its obligations under this Trust Agreement, a
list, in such form as the Depositor may reasonably require, of the names and
addresses of the Securityholders as of the most recent Record Date. If Holders
of Trust Securities Certificates evidencing ownership at such time and for the
previous six months not less than 25% of the outstanding aggregate Liquidation
Amount apply in writing to any Administrative Trustee, and such application
states that the applicants desire to communicate with other Securityholders
with respect to their rights under this Trust Agreement or under the Trust
Securities Certificates and such application is accompanied by a copy of the
communication that such applicants propose to transmit, then the Administrative
Trustees shall, within five Business Days after the receipt of such
application, afford such applicants access during normal business hours to the
current list of Securityholders. Each Holder, by receiving and holding a Trust
Securities Certificate, shall be deemed to have agreed not to hold either the
Depositor or the Administrative Trustees accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

SECTION 5.08. MAINTENANCE OF OFFICE OR AGENCY. The
Administrative Trustees shall maintain in the Borough of Manhattan, The City of
New York, an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Administrative Trustees initially
designate Midwest Clearing Corporation, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 at its principal corporate trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor, the
Property Trustee and to the Securityholders of any change in the location of
the Securities Register or any such office or agency.

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SECTION 5.09. APPOINTMENT OF PAYING AGENT. The Paying Agent
shall make distributions to Securityholders from the Payment Account and shall
report the amounts of such distributions to the Administrative Trustees and the
Property Trustee. Any Paying Agent shall have the revocable power to withdraw
funds from the Payment Account for the purpose of making the distributions
referred to above. The Property Trustee shall be entitled to rely upon a
certificate of the Paying Agent stating in effect the amount of such funds so
to be withdrawn and that same are to be applied by the Paying Agent in
accordance with this Section 5.09. The Administrative Trustees or any one of
them may revoke such power and remove the Paying Agent if the Administrative
Trustee determines in its sole discretion that the Paying Agent shall have
failed to perform its obligations under this Agreement in any material respect.
The Paying Agent shall initially be Texas Utilities Services Inc., and it may
choose any co-paying agent that is acceptable to the Administrative Trustees
and the Depositor. The Paying Agent shall be permitted to resign upon 30 days'
written notice to the Administrative Trustees and the Depositor. In the event
that Texas Utilities Services, Inc. shall no longer be the Paying Agent, the
Administrative Trustees shall appoint a successor that is reasonably acceptable
to the Property Trustee and the Depositor to act as Paying Agent (which shall
be a bank, trust company or an affiliate of the Company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment
to the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying
Agent shall return all unclaimed funds to the Property Trustee and upon
resignation or removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Property Trustee. The provisions of
Sections 8.01, 8.03 and 8.06 shall apply to the paying agent appointed
hereunder, and the Paying Agent shall be bound by the requirements with respect
to paying agents of securities issued pursuant to the Trust Indenture Act. Any
reference in this Trust Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

SECTION 5.10. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.
On the Closing Date and on each other date provided for in Section 2.05, the
Depositor shall acquire, and thereafter retain, beneficial and record ownership
of the Common Securities. Any attempted transfer of the Common Securities
shall be void. The Administrative Trustees shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE". Common Securities Certificates representing
the Common Securities shall be issued to the Depositor in the form of a
typewritten or definitive Common Securities Certificate.

SECTION 5.11. DEFINITIVE PREFERRED SECURITIES CERTIFICATES.
Upon initial issuance of the Preferred Securities the Definitive Preferred
Securities Certificates shall be typewritten, printed, lithographed or engraved
or may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by the execution thereof

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by the Administrative Trustees, or any one of them. The Administrative
Trustees, or any one of them, shall execute on behalf of the Trust by manual or
facsimile signature, and, if executed by facsimile on behalf of the Trust,
countersigned by the Transfer Agent or its agent the Definitive Preferred
Securities Certificates initially in accordance with the instructions of the
Depositor. Neither the Transfer Agent and Registrar nor any of the
Administrative Trustees shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying
on, such instructions.

SECTION 5.12. BOOK-ENTRY SYSTEM. Some or all of the
Preferred Securities may be registered in the name of a securities depository
("Securities Depository") or a nominee therefor, and held in the custody of the
Securities Depository. In such event, a single certificate will be issued and
delivered to the Securities Depository for such Preferred Securities, in which
case the beneficial owners of such Preferred Securities will not receive
physical delivery of certificates for Preferred Securities. Except as provided
herein, all transfers of beneficial ownership interests in such Preferred
Securities will be made by book-entry only, and no investor or other party
purchasing, selling or otherwise transferring beneficial ownership of the
Preferred Securities will receive, hold or deliver any certificate for
Preferred Securities. The Depositor, the Trustees and the Paying Agent will
recognize the Securities Depository or its nominee as the Holder of Preferred
Securities for all purposes, including notices and voting.

The Administrative Trustees, at the direction and expense of
the Depositor, may from time to time appoint a Securities Depository or a
successor thereto and enter into a letter of representations or other agreement
with such Securities Depository to establish procedures with respect to the
Preferred Securities. Any Securities Depository shall be a Clearing Agency.

The Depositor and the Trustees covenant and agree to meet the
requirements of a Securities Depository for the Preferred Securities with
respect to required notices and other provisions of the letter of
representations or agreement executed with respect to such Preferred
Securities.

Whenever the beneficial ownership of any Preferred Securities
is determined through the books of a Securities Depository, the requirements in
this Trust Agreement of holding, delivering or transferring such Preferred
Securities shall be deemed modified with respect to such Preferred Securities
to meet the requirements of the Securities Depository with respect to actions
of the Trustees, the Depositor and the Paying Agent. Any provisions hereof
permitting or requiring delivery of such Preferred Securities shall, while such
Preferred Securities are in a Book-Entry System, be satisfied by the notation
on the books of the Securities Depository in accordance with applicable state
law.

SECTION 5.13. RIGHTS OF SECURITYHOLDERS. The legal title to
the Trust Property is vested exclusively in the Property Trustee (in its
capacity as such) in accordance with Section 2.09, and the Securityholders
shall not have any right or title therein other than

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an undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Preferred
Securities shall have no preemptive rights and when issued and delivered to
Securityholders against payment of the purchase price therefor will be fully
paid and nonassessable by the Trust.

ARTICLE VI.

ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

SECTION 6.01. LIMITATIONS ON VOTING RIGHTS. (a) Except as
provided in this Section 6.01, in Section 10.03 and as otherwise required by
law, no Holder of Preferred Securities shall have any right to vote or in any
manner otherwise control the administration, operation and management of the
Trust or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Trust Securities Certificates, be
construed so as to constitute the Securityholders from time to time as partners
or members of an association.

(b) So long as any Debentures are held by the Property
Trustee, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on the Debenture Trustee with respect to
such Debentures, (ii) waive any past default which is waivable under Section
813 of the Subordinated Indenture, (iii) exercise any right to rescind or annul
a declaration that the principal of all the Debentures shall be due and payable
or (iv) consent to any amendment, modification or termination of the
Subordinated Indenture or the Debentures, where such consent shall be required,
without, in each case, obtaining the prior approval of the Holders of at least
66 2/3% of the aggregate Liquidation Amount of the Preferred Securities;
provided, however, that where a consent under the Subordinated Indenture would
require the consent of each holder of Debentures affected thereby, no such
consent shall be given by any Trustee without the prior written consent of each
holder of Preferred Securities. The Trustees shall not revoke any action
previously authorized or approved by a vote of the Preferred Securities, except
pursuant to a subsequent vote of the Preferred Securities. The Property
Trustee shall notify all Holders of the Preferred Securities of any notice of
default received from the Debenture Trustee with respect to the Debentures. In
addition to obtaining the foregoing approvals of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Property Trustee
shall, at the expense of the Depositor, obtain an Opinion of Counsel
experienced in such matters to the effect that the Trust will be classified as
a "grantor trust" and not as an association taxable as a corporation for United
States federal income tax purposes on account of such action.

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(c) If any proposed amendment to the Trust Agreement provides
for, or the Trustees otherwise propose to effect, (i) any action that would
materially adversely affect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to the Trust Agreement or
otherwise, or (ii) the dissolution, winding- up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
outstanding Preferred Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least 66 2/3 in Liquidation
Amount of the outstanding Preferred Securities. No amendment to this Trust
Agreement may be made if, as a result of such amendment, the Trust would be
classified as a "grantor trust" and not as an association taxable as a
corporation for United States federal income tax purposes.

SECTION 6.02. NOTICE OF MEETINGS. Notice of all meetings of
the Holders of Preferred Securities, stating the time, place and purpose of the
meeting, shall be given by the Administrative Trustees pursuant to Section
10.08 to each Holder of a Preferred Security, at his registered address, at
least 15 days and not more than 90 days before the meeting. At any such
meeting, any business properly before the meeting may be so considered whether
or not stated in the notice of the meeting. Any adjourned meeting may be held
as adjourned without further notice.

SECTION 6.03. MEETINGS OF HOLDERS OF PREFERRED SECURITIES.
No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Securityholders to
vote on any matter upon the written request of the Holders of 25% of the then
outstanding Preferred Securities (based upon their aggregate Liquidation
Amount) and may, at any time in their discretion, call a meeting of Holders of
Preferred Securities to vote on any matters as to which the Holders of
Preferred Securities are entitled to vote.

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

If a quorum is present at a meeting, an affirmative vote by
the Holders of Preferred Securities present, in person or by proxy, holding
more than the lesser of (x) 66 2/3% of the then outstanding Preferred
Securities (based upon their aggregate Liquidation Amount) held by the Holders
of then outstanding Preferred Securities present, either in person or by proxy,
at such meeting and (y) 50% of the outstanding Preferred Securities (based upon
their aggregate liquidation amount) shall constitute the action of the
Securityholders, unless this Trust Agreement requires a greater number of
affirmative votes.

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

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SECTION 6.05. PROXIES, ETC. At any meeting of
Securityholders, any Securityholder entitled to vote thereat may vote by proxy,
provided that no proxy shall be voted at any meeting unless it shall have been
placed on file with the Administrative Trustees, or with such other officer or
agent of the Trust as the Administrative Trustee may direct, for verification
prior to the time at which such vote shall be taken. Only Securityholders of
record shall be entitled to vote. When Trust Securities are held jointly by
several Persons, any one of them may vote at any meeting in person or by proxy
in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be
executed by or on behalf of a Securityholder shall be deemed valid unless
challenged at or prior to its exercise, or, if earlier, until eleven months
after it is sent and the burden of proving invalidity shall rest on the
challenger.

SECTION 6.06. SECURITYHOLDER ACTION BY WRITTEN CONSENT. Any
action which may be taken by Securityholders at a meeting may be taken without
a meeting if Securityholders holding more than a majority of all outstanding
Trust Securities entitled to vote in respect of such action (or such larger
proportion thereof as shall be required by any express provision of this Trust
Agreement) shall consent to the action in writing (based upon their aggregate
Liquidation Amount).

SECTION 6.07. RECORD DATE FOR VOTING AND OTHER PURPOSES. For
the purposes of determining the Securityholders who are entitled to notice of
and to vote at any meeting or by written consent, or to participate in any
distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Trust Agreement, or for the purpose of any other
action, the Administrative Trustees may from time to time fix a date, not more
than 90 days prior to the date of any meeting of Securityholders or the payment
of distribution or other action, as the case may be, as a record date for the
determination of the identity of the Securityholders of record for such
purposes.

SECTION 6.08. ACTS OF SECURITYHOLDERS. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Trust Agreement to be given, made or taken by Securityholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Securityholders in person or by an agent duly
appointed in writing; and, except as otherwise expressly provided herein, such
action shall become effective when such instrument or instruments are delivered
to the Administrative Trustees. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Securityholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Trust Agreement and (subject to
Section 8.01) conclusive in favor of the Trustees, if made in the manner
provided in this Section.

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

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

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

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

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

SECTION 6.09. INSPECTION OF RECORDS. Subject to Section 5.07
concerning access to the list of Securityholders, upon reasonable notice to the
Administrative Trustees and the Property Trustee, the other records of the
Trust shall be open to inspection by Securityholders during normal business
hours for any purpose reasonably related to such Securityholder's interest as a
Securityholder.

ARTICLE VII.

REPRESENTATIONS AND WARRANTIES OF THE PROPERTY
TRUSTEE AND THE DELAWARE TRUSTEE

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SECTION 7.01. PROPERTY TRUSTEE. The Property Trustee hereby
represents and warrants for the benefit of the Depositor and the
Securityholders that:

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

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

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

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

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

SECTION 7.02. DELAWARE TRUSTEE. The Delaware Trustee
represents and warrants for the benefit of the Depositor and the
Securityholders that:

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

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

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

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

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

ARTICLE VIII.

THE TRUSTEES

SECTION 8.01. CERTAIN DUTIES AND RESPONSIBILITIES.

(a) The duties and responsibilities of the Trustees shall be
as provided by this Trust Agreement and, in the case of the Property Trustee,
the Trust Indenture Act, and no implied covenants or obligations shall be read
into this Trust Agreement against any of the Trustees. Notwithstanding the
foregoing, no provision of this Trust Agreement shall require any of the
Trustees to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Notwithstanding anything
contained in this Trust Agreement to the contrary, the duties and
responsibilities of the Property Trustee under this Trust Agreement shall be
subject to the protections, exculpations and limitations on liability afforded
to the Property Trustee under the provisions of the Trust Indenture Act and, to
the extent applicable, Rule 3A-7 under the Investment Company Act of 1940, or
any successor rule thereunder. Whether or not therein expressly so provided,
every provision of this Trust Agreement relating to the conduct or affecting
the liability of or affording protection to the Trustees shall be subject to
the provisions of this Section.

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

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liability of the Trustees expressly set forth elsewhere in this Trust Agreement
or, in the case of the Property Trustee, in the Trust Indenture Act.

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

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

(ii) the Property Trustee shall have no duty or
liability for or with respect to the value, genuineness,
existence or sufficiency of the Trust Property or the payment
of any taxes or assessments levied thereon or in connection
therewith;

(iii) the Property Trustee shall not be liable for any
interest on any money received by it except as it may
otherwise agree with the Depositor. Money held by the
Property Trustee need not be segregated from other funds held
by it except in relation to the Payment Account established by
the Property Trustee pursuant to this Trust Agreement and
except to the extent otherwise required by law; and

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

SECTION 8.02. NOTICE OF DEFAULTS. Within five Business Days
after the occurrence of any Event of Default, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 10.08, notice of
any default known to the Property Trustee to the Securityholders and the
Depositor, unless such default shall have been cured or waived. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default.

SECTION 8.03. CERTAIN RIGHTS OF PROPERTY TRUSTEE. Subject to
the provisions of Section 8.01 and except as provided by law:

(i) the Property Trustee may rely and shall be
protected in acting or refraining from acting in good faith
upon any resolution, Opinion of Counsel, certificate, written
representation of a Holder or transferee, certificate of

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auditors or any other certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order,
appraisal, bond, debenture, note, other evidence of
indebtedness or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the
proper party or parties;

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

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

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

(v) the Property Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this
Trust Agreement at the request or direction of any of the
Securityholders pursuant to this Trust Agreement, unless such
Securityholders shall have offered to the Property Trustee

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reasonable security or indemnity against the costs, expenses
(including reasonable attorneys' fees and expenses) and
liabilities which might be incurred by it in compliance with
such request or direction;

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

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

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

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

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

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(xi) no provision of this Trust Agreement shall require
the Property Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of
its rights or powers, if the Property Trustee shall have
reasonable grounds for believing that the repayment of such
funds or liability is not reasonably assured to it under the
terms of this Trust Agreement or adequate indemnity against
such risk or liability is not reasonably assured to it;

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

(xiii) the Property Trustee shall have the right at any
time to seek instructions concerning the administration of
this Trust Agreement from any court of competent jurisdiction;
and

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

SECTION 8.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals contained herein and in the Trust Securities
Certificates shall be taken as the statements of the Trust, and the Trustees do
not assume any responsibility for their correctness. The Trustees make no
representations as to the value or condition of the property of the Trust or
any part thereof, nor as to the validity or sufficiency of this Trust Agreement
or the Trust Securities. The Trustees shall not be accountable for the use or
application by the Trust of the proceeds of the Trust Securities in accordance
with Section 2.05.

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

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SECTION 8.06. COMPENSATION; FEES; INDEMNITY.

The Depositor agrees

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

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

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

As security for the performance of the obligations of the
Depositor under this Section, each of the Trustees shall have a lien prior to
the Trust Securities upon all property and funds held or collected by such
Trustee as such, except funds held in trust for the payment of Distributions on
the Trust Securities.

The provisions of this Section shall survive the termination
of this Trust Agreement.

SECTION 8.07. CERTAIN TRUSTEES REQUIRED; ELIGIBILITY. (a)
There shall at all times be a Property Trustee hereunder with respect to the
Trust Securities. The Property Trustee shall be a Person that has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Property Trustee with respect to
the Trust Securities shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article VIII.

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

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

SECTION 8.08. CONFLICTING INTERESTS.

If the Property Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Property Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. The Subordinated Indenture and the Guarantee Agreement shall be
deemed to be specifically described in this Trust Agreement for the purposes of
clause (i) of the first proviso contained in Section 310(b) of the Trust
Indenture Act.

SECTION 8.09. CO-TRUSTEES AND SEPARATE TRUSTEE.

Unless an Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any
part of the Trust Property may at the time be located, the Depositor and the
Property Trustee shall have power to appoint, and upon the written request of
the Property Trustee, the Depositor shall for such purpose join with the
Property Trustee in the execution, delivery, and performance of all instruments
and agreements necessary or proper to appoint, one or more Persons approved by
the Property Trustee either to act as co-trustee, jointly with the Property
Trustee, of all or any part of such Trust Property, or to act as separate
trustee of any such property, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If
the Depositor does not join in such appointment within 15 days after the
receipt by it of a request so to do, or in case an Event of Default under the
Subordinated Indenture has occurred and is continuing, the Property Trustee
alone shall have power to make such appointment.

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

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

(1) The Trust Securities shall be executed and delivered and
all rights, powers, duties, and obligations hereunder in respect of
the custody of securities, cash and other personal property held by,
or required to be deposited or pledged with, the Trustees designated
for such purpose hereunder, shall be exercised, solely by such
Trustees.

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

(3) The Property Trustee at any time, by an instrument in
writing executed by it, with the written concurrence of the Depositor,
may accept the resignation of or remove any co-trustee or separate
trustee appointed under this Section 8.09, and, in case an Event of
Default under the Subordinated Indenture has occurred and is
continuing, the Property Trustee shall have power to accept the
resignation of, or remove, any such co-trustee or separate trustee
without the concurrence of the Depositor. Upon the written request of
the Property Trustee, the Depositor shall join with the Property
Trustee in the execution, delivery, and performance of all instruments
and agreements necessary or proper to effectuate such resignation or
removal. A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this
Section.

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

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

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

SECTION 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR. No resignation or removal of any Trustee (as the case may be, the
"Relevant Trustee") and no appointment of a successor Relevant Trustee pursuant
to this Article shall become effective

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until the acceptance of appointment by the successor Relevant Trustee in
accordance with the applicable requirements of Section 8.11.

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

Unless an Event of Default shall have occurred and be
continuing, the Relevant Trustee may be removed at any time by Act of the
Common Securityholder. If an Event of Default shall have occurred and be
continuing, the Relevant Trustee may be removed at such time by Act of the
Securityholders of a majority of the aggregate Liquidation Amount of the
Preferred Securities Certificates, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust).

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

The retiring Relevant Trustee shall give notice of each
resignation and each removal of the Relevant Trustee with respect to the Trust
Securities and the Trust and each appointment of a successor Trustee with
respect to the Trust Securities and the Trust to all Securityholders in the
manner provided in Section 10.08 and shall give notice to the Depositor. Each
notice shall include the name and address of the successor Relevant Trustee
with respect to the Trust Securities and the Trust and, in the case of the
Property Trustee, the address of its Corporate Trust Office.

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Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Administrative Trustee or a Delaware Trustee
who is a natural person dies or becomes incompetent or incapacitated, the
vacancy created by such death, incompetence or incapacity may be filled by (i)
the unanimous act of remaining Administrative Trustees if there are at least
two of them or (ii) otherwise by the Depositor (with the successor in each case
being an individual who satisfies the eligibility requirement for
Administrative Trustees or Delaware Trustee, as the case may be, set forth in
Section 8.07). Additionally, notwithstanding the foregoing or any other
provision of this Trust Agreement, in the event the Depositor reasonably
believes that any Administrative Trustee who is a natural person has become
incompetent or incapacitated, the Depositor, by notice to the remaining
Trustees, may terminate the status of such Person as an Administrative Trustee
(in which case the vacancy so created will be filled in accordance with the
preceding sentence).

SECTION 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In
case of the appointment hereunder of a successor Relevant Trustee with respect
to all Trust Securities and the Trust, every such successor Relevant Trustee so
appointed shall execute, acknowledge and deliver to the Trust and to the
retiring Relevant Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Relevant Trustee shall
become effective and such successor Relevant Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Relevant Trustee; but, on the request of the Depositor
or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon
payment of its charges by the Depositor, execute and deliver an instrument
transferring to such successor Relevant Trustee all the rights, powers and
trusts of the retiring Relevant Trustee and shall duly assign, transfer and
deliver to such successor Relevant Trustee all property and money held by such
retiring Relevant Trustee hereunder, subject, nevertheless, to the retiring
Trustee's prior lien provided for in Section 8.06.

In case of the appointment hereunder of a successor Relevant
Trustee with respect to the Trust Securities and the Trust, the retiring
Relevant Trustee and each successor Trustee with respect to the Trust
Securities shall execute and deliver an amendment hereto wherein each successor
Relevant Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor Relevant Trustee all the rights, powers, trusts and
duties of the retiring Relevant Trustee with respect to the Trust Securities
and the Trust and (2) shall add to or change any of the provisions of this
Trust Agreement as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Relevant Trustee, it
being understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co- trustees of the same trust and that each such Relevant
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Relevant Trustee
and upon the execution and delivery of such amendment the resignation or
removal of the retiring Relevant Trustee shall become effective to the extent
provided therein and each such successor Relevant Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the

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retiring Relevant Trustee with respect to the Trust Securities and the Trust;
but, on request of the Trust or any successor Relevant Trustee such retiring
Relevant Trustee shall duly assign, transfer and deliver to such successor
Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Trust Securities and
the Trust.

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

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

SECTION 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS. Any Person into which the Property Trustee or the Delaware
Trustee or any Trustee that is not a natural person may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Relevant Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article VIII, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

SECTION 8.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
DEPOSITOR OR TRUST. If and when the Property Trustee shall be or become a
creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Depositor or Trust (or any such other obligor).

SECTION 8.14. REPORTS BY PROPERTY TRUSTEE. (a) the Property
Trustee shall transmit to Securityholders such reports concerning the Property
Trustee and its actions under this Trust Agreement as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant
thereto. Such of those reports as are required to be transmitted by the
Property Trustee pursuant to Section 313(a) of the Trust Indenture Act shall be
so transmitted within 60 days after July 31 of each year, commencing July 31,
1996.

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

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SECTION 8.15. REPORTS TO THE PROPERTY TRUSTEE. The Depositor
and the Administrative Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information as required by Section
314 (if any) and the compliance certificate required by Section 314 of the
Trust Indenture Act in the form, in the manner and at the times required by
Section 314 of the Trust Indenture Act.

SECTION 8.16. EVIDENCE OF COMPLIANCE WITH CONDITIONS
PRECEDENT. Each of the Depositor and the Administrative Trustees on behalf of
the Trust shall provide to the Property Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Trust Agreement
(including any covenants compliance with which constitutes a condition
precedent) that relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) of the Trust Indenture Act may be given
in the form of an Officers' Certificate.

SECTION 8.17. NUMBER OF TRUSTEES.

(a) The number of Trustees shall be five, provided that
Depositor, by written instrument may increase or decrease the number of
Administrative Trustees.

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

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

SECTION 8.18. DELEGATION OF POWER.

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

(b) the Administrative Trustees shall have power to delegate
from time to time to such of their number the doing of such things and the
execution of such instruments

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either in the name of the Trust or the names of the Administrative Trustees or
otherwise as the Administrative Trustees may deem expedient, to the extent such
delegation is not prohibited by applicable law or contrary to the provisions of
the Trust, as set forth herein.

SECTION 8.19. FIDUCIARY DUTY.

(a) To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Trust Agreement shall not be liable to the Trust or to any other Covered
Person for its good faith reliance on the provisions of this Trust Agreement.
The provisions of this Trust Agreement, to the extent that they restrict the
duties and liabilities of an Indemnified Person otherwise existing at law or in
equity (other than the duties imposed on the Property Trustee under the Trust
Indenture Act), are agreed by the parties hereto to replace such other duties
and liabilities of such Indemnified Person;

(b) Unless otherwise expressly provided herein and subject to
the provisions of the Trust Indenture Act:

(i) whenever a conflict of interest exists or arises
between an Indemnified Person and any Covered Person; or

(ii) whenever this Trust Agreement or any other
agreement contemplated herein or therein provides that an
Indemnified Person shall act in a manner that is, or provides
terms that are, fair and reasonable to the Trust or any Holder
of Trust Securities, the Indemnified Person shall resolve such
conflict of interest, take such action or provide such terms,
considering in each case the relative interest of each party
(including its own interest) to such conflict, agreement,
transaction or situation and the benefits and burdens relating
to such interests, any customary or accepted industry
practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the
Indemnified Person, the resolution, action or term so made,
taken or provided by the Indemnified Person shall not
constitute a breach of this Trust Agreement or any other
agreement contemplated herein or of any duty or obligation of
the Indemnified Person at law or in equity or otherwise; and

(i) in its "discretion" or under a grant of similar
authority, the Indemnified Person shall be entitled to
consider such interests and factors as it desires, including
its own interests, and shall have no duty or obligation to

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give any consideration to any interest of or factors affecting
the Trust or any other Person; or

(ii) in its "good faith" or under another express
standard, the Indemnified Person shall act under such express
standard and shall not be subject to any other or different
standard imposed by this Trust Agreement or by applicable law.

ARTICLE IX.

TERMINATION AND LIQUIDATION

SECTION 9.01. TERMINATION UPON EXPIRATION DATE. The Trust
shall automatically terminate on December 31, 2040 (the "Expiration Date") and
the Trust Property shall be distributed in accordance with Section 9.04.

SECTION 9.02. EARLY TERMINATION. Upon the first to occur of
any of the following events (such first occurrence, an "Early Termination
Event"):

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

(ii) the redemption of all of the Preferred Securities;

(iii) the occurrence of a Tax Event;

(iv) an order for judicial termination of the Trust
having been entered by a court of competent jurisdiction;

the Trust shall terminate and the Trustees shall take such action as is
required by Section 9.04.

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

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SECTION 9.04. LIQUIDATION. (a) If an Early Termination
Event specified in clause (i) or (iv) of Section 9.02 occurs, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, the Trust shall be liquidated by the Property Trustee as expeditiously as
the Property Trustee determines to be appropriate by distributing to each
Securityholder a Like Amount of Debentures, subject to Section 9.04(e). Notice
of liquidation shall be given by the Administrative Trustees by first-class
mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to
the Liquidation Date to each Holder of Trust Securities at such Holder's
address appearing in the Security Register. All notices of liquidation shall:

(i) state the Liquidation Date;

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

(iii) provide such information with respect to the
mechanics by which Holders may exchange Trust Securities
Certificates for Debentures, or if Section 9.04(e) applies
receive a Liquidation Distribution, as the Administrative
Trustee or the Property Trustee shall deem appropriate.

(b) Except where Section 9.02(ii), the penultimate sentence
of 9.04(d) or (e) applies, in order to affect the liquidation of the Trust, if
any, and distribution of the Debentures to Securityholders, the Property
Trustee shall establish a record date for such distribution (which shall be not
more than 45 days prior to the Liquidation Date) and, either itself acting as
exchange agent or through the appointment of a separate exchange agent, shall
establish such procedures as it shall deem appropriate to effect the
distribution of Debentures in exchange for the Outstanding Trust Securities
Certificates.

(c) Except where Section 9.02(ii), the penultimate sentence
of 9.04(d) or (e) applies, after the Liquidation Date, (i) the Trust Securities
will no longer be deemed to be Outstanding, (ii) certificates representing a
Like Amount of Debentures will be issued to Holders of Trust Securities
Certificates, upon surrender of such certificates to the Administrative
Trustees or their agent for exchange, (iii) any Trust Securities Certificates
not so surrendered for exchange will be deemed to represent a Like Amount of
Debentures, accruing interest at the rate provided for in the Debentures from
the last Distribution Date on which a Distribution was made on such Trust
Certificates until such certificates are so surrendered (and until such
certificates are so surrendered, no payments or interest or principal will be
made to Holders of Trust Securities Certificates with respect to such
Debentures) and (iv) all rights of Securityholders holding Trust Securities
will cease, except the right of such Securityholders to receive Debentures upon
surrender of Trust Securities Certificates.

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(d) If at any time, a Tax Event shall occur and be
continuing, the Administrative Trustees shall, unless the Debentures are
redeemed in the limited circumstances described below, terminate the Trust and,
after satisfaction of creditors of the Trust, if any, as provided by applicable
law cause Debentures held by the Property Trustee having a Like Amount of the
Preferred Securities and the Common Securities to be distributed to the Holders
of the Preferred Securities and the Common Securities on a pro rata basis in
liquidation of such Holders' interests in the Trust, within 90 days following
the occurrence of such Tax Event; provided, however, that as a condition of
such termination and distribution, the Administrative Trustees shall have
received an opinion of nationally recognized independent tax counsel
experienced in such matters (a "No Recognition Opinion"), which opinion may
rely on any then applicable published revenue rulings of the Internal Revenue
Service, to the effect that the Holders of the Preferred Securities will not
recognize any gain or loss for United States federal income tax purposes as a
result of the termination of the Trust and distribution of Debentures; and,
provided, further, that, if and as long as at the time there is available to
the Trust the opportunity to eliminate, within such 90-day period, the Tax
Event by taking some ministerial action, such as filing a form or making an
election, or pursuing some other similar reasonable measure which has no
adverse effect on the Trust, the Depositor or the Holders of the Preferred
Securities, the Trust will pursue such measure in lieu of termination.
Furthermore, if (i) the Administrative Trustees have received an opinion of
nationally recognized independent tax counsel experienced in such matters (a
"Redemption Tax Opinion") that, as a result of a Tax Event, there is more than
an insubstantial risk that the Depositor would be precluded from deducting the
interest on the Debentures for United States federal income tax purposes even
if the Debentures were distributed to the Holders of Preferred Securities and
Common Securities in liquidation of such Holders' interests in the Trust as
described above or (ii) the Administrative Trustees shall have been informed by
such tax counsel that a No Recognition Opinion cannot be delivered to the
Trust, the Depositor shall have the right, upon not less than 30 nor more than
60 days' notice, to redeem the Debentures in whole or in part for cash at the
Redemption Price plus accumulated and unpaid Distributions to the date of such
payment within 90 days following the occurrence of such Tax Event, and promptly
following such redemption Preferred Securities and Common Securities with an
aggregate liquidation preference amount equal to the aggregate principal amount
of the Debentures so redeemed will be redeemed by the Trust (in the manner set
forth in Section 4.02 hereof) at the Redemption Price plus accumulated and
unpaid Distributions on a pro rata basis, provided, however, that if at the
time there is available to the Depositor or the Administrative Trustees on
behalf of the Trust the opportunity to eliminate, within such 90-day period,
the Tax Event by taking some ministerial action, such as filing a form or
making an election, or pursuing some other similar reasonable measure, which
has no adverse effect on the Trust, the Depositor or the Holders of the
Preferred Securities, the Depositor or the Administrative Trustees on behalf of
the Trust will pursue such measure in lieu of redemption and provided further
that the Depositor shall have no right to redeem the Debentures while the
Administrative Trustees on behalf of the Trust are pursuing any such
ministerial action. The Common Securities will be redeemed on a pro rata basis
with the Preferred Securities, except that if an Event of Default has occurred
and is continuing, the Preferred Securities will have

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a priority over the Common Securities with respect to payment of the Redemption
Price and accumulated and unpaid Distributions to the date of such payment.

(e) In the event that, notwithstanding the other provisions
of this Section 9.04, whether because of an order for termination entered by a
court of competent jurisdiction or otherwise, distribution of the Debentures in
the manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as
the Property Trustee determines. In such event, on the date of the
dissolution, winding-up or other termination of the Trust, Securityholders will
be entitled to receive out of the assets of the Trust available for
distribution to Securityholders, after satisfaction of liabilities to creditors
of the Trust, if any, as provided by applicable law, an amount equal to the
Liquidation Amount per Trust Security plus accumulated and unpaid Distributions
thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such dissolution, winding up or termination, the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts
payable by the Trust on the Trust Securities shall be paid on a pro rata basis
(based upon Liquidation Amounts). The Depositor will be entitled to receive
Liquidation Distributions upon any such dissolution, winding-up or termination
pro rata (determined as aforesaid) with Holders of Preferred Securities, except
that, if an Event of Default has occurred and is continuing or if an Event of
Default has not occurred solely by reason of a requirement that time lapse or
notice be given, the Preferred Securities shall have a priority over the Common
Securities.

ARTICLE X.

MISCELLANEOUS PROVISIONS

SECTION 10.01. GUARANTEE BY THE DEPOSITOR AND ASSUMPTION OF
OBLIGATIONS. Subject to the terms and conditions hereof, the Depositor
irrevocably and unconditionally guarantees to each Person to whom the Trust is
now or hereafter becomes indebted or liable (the "Beneficiaries"), and agrees
to assume liability for, the full payment, when and as due, of any and all
Obligations (as hereinafter defined) to such Beneficiaries. As used herein,
"Obligations" means any indebtedness, expenses or liabilities of the Trust,
other than obligations of the Trust to pay to Holders or other similar
interests in the Trust the amounts due such Holders pursuant to the terms of
the Preferred Securities or such other similar interests, as the case may be.
This guarantee and assumption is intended to be for the benefit, of, and to be
enforceable by, all such Beneficiaries, whether or not such Beneficiaries have
received notice hereof.

SECTION 10.02. LIMITATION OF RIGHTS OF SECURITYHOLDERS. The
death or incapacity of any person having an interest, beneficial or otherwise,
in a Trust Security shall not operate to terminate this Trust Agreement, nor
entitle the legal representatives or heirs of

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such person or any Securityholder for such person, to claim an accounting, take
any action or bring any proceeding in any court for a partition or winding up
of the arrangements contemplated hereby, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

SECTION 10.03. AMENDMENT.

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

(b) Except as provided in Section 10.03(c), any provision of
this Trust Agreement may be amended by the Administrative Trustees and the
Depositor with (i) the consent of Holders of Trust Securities representing not
less than a majority (based upon Liquidation Amounts) of the Trust Securities
then outstanding and (ii) receipt by the Trustees of an Opinion of Counsel to
the effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment will not affect the Trust's status
as a grantor trust for federal income tax purposes or the Trust's exemption
from status of an "investment company" under the Investment Company Act of
1940, as amended.

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

(d) Notwithstanding any other provisions of this Trust
Agreement, no Trustee shall enter into or consent to any amendment to this
Trust Agreement which would cause the Trust to fail or cease to qualify for the
exemption from status of an "investment company" under the Investment Company
Act of 1940, as amended, afforded by Rule 3a-5 thereunder.

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

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

(g) The Property Trustee is entitled to receive an Opinion of
Counsel as conclusive evidence that any amendment to this Trust Agreement
executed pursuant to this Section 10.03 is authorized or permitted by, and
conforms to, the terms of this Section 10.03, has been duly authorized by and
lawfully executed and delivered on behalf of the other requisite parties, and
that it is proper for the Property Trustee under the provisions of this Section
10.03 to join in the execution thereof.

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

SECTION 10.05. GOVERNING LAW. THIS TRUST AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE
TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
(WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).

SECTION 10.06. SUCCESSORS. This Trust Agreement shall be
binding upon and shall inure to the benefit of any successor to the Trust or
the Relevant Trustees or any of them, including any successor by operation of
law.

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

SECTION 10.08. NOTICE AND DEMAND. Any notice, demand or
other communication which by any provision of this Trust Agreement is required
or permitted to be given or served to or upon any Securityholder or the
Depositor may be given or served in writing by deposit thereof, postage
prepaid, in the United States mail, hand delivery or facsimile transmission, in
each case, addressed, (i) in the case of a Preferred Securityholder, to such
Preferred Securityholder as such Securityholder's name and address may appear
on the Securities Register and (ii) in the case of the Common Securityholder or
the Depositor, to Texas Utilities Electric Company, Energy Plaza, 0000 Xxxxx
Xxxxxx, Xxxxxx, Xxxxx 00000, Attention: Treasurer, facsimile no. 000-000-0000,
with a copy to the Secretary, facsimile no. 000-000-0000. Such notice, demand
or other communication to or upon a Securityholder

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shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission.

Any notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or
served to or upon the Trust, the Property Trustee, the Delaware Trustee or the
Administrative Trustees shall be given in writing addressed (until another
address is published by the Trust) as follows: (i) with respect to the
Property Trustee or the Delaware Trustee, The Bank of New York, 000 Xxxxxxx
Xxxxxx, Xxxxx 00 Xxxx, Xxx Xxxx, XX 00000, Attention: Corporate Trust
Department with a copy to: The Bank of New York (Delaware), Xxxxx Xxxx Xxxxxx,
Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Department and
(ii) with respect to the Trust or the Administrative Trustees, at the address
above for notice to the Depositor, marked "Attention: Administrative Trustees
for TU Electric Capital III". Such notice, demand or other communication to or
upon the Trust or the Property Trustee shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Trust
or the Property Trustee.

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

SECTION 10.10. CONFLICT WITH TRUST INDENTURE ACT. (a) This
Trust Agreement is subject to the provisions of the Trust Indenture Act that
are required to be part of this Trust Agreement and shall, to the extent
applicable, be governed by such provisions.

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

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

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58
(d) The application of the Trust Indenture Act to this Trust
Agreement shall not affect the nature of the Securities as equity securities
representing interests in the Trust.

THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON
BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST
SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND THE
AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THOSE TERMS
AND PROVISIONS SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST
AND SUCH SECURITYHOLDER AND SUCH OTHERS.

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IN WITNESS WHEREOF, the parties have caused this Amended and Restated Trust
Agreement to be duly executed, all as of the day and year first above written.

TEXAS UTILITIES ELECTRIC COMPANY

By: /s/ Xxxxxxx Xxxxx
------------------------------------------
Title: Treasurer and Assistant Secretary

THE BANK OF NEW YORK,
as Property Trustee

By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Vice President

THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee

By: /s/ Xxxxxx X. Xxxxx
------------------------------------------
Title: Vice President

/s/ Xxxxx Xxxxxxxxx
------------------------------------------
Xxxxx Xxxxxxxxx
solely in his capacity as Administrative
Trustee

/s/ Xxxxxxx Xxxxx
------------------------------------------
Xxxxxxx Xxxxx
solely in her capacity as Administrative
Trustee

/s/ Xxxxxxx Xxxxxxx
------------------------------------------
Xxxxxxx Xxxxxxx
solely in his capacity as Administrative
Trustee

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60
/s/ Xxxxx Xxxxxxxx
------------------------------------------
Xxxxx Xxxxxxxx
solely in her capacity as Administrative
Trustee

/s/ Xxxx Xxxxx
------------------------------------------
Xxxx Xxxxx
solely in his capacity as Administrative
Trustee

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61
EXHIBIT A

CERTIFICATE OF TRUST

TU ELECTRIC CAPITAL III

THIS CERTIFICATE OF TRUST of TU Electric Capital III (the
"Trust"), dated as of October 17, 1995, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801, et seq.).

1. Name. The name of the business trust being formed hereby
is TU Electric Capital III.

2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of
Delaware are The Bank of New York (Delaware), Xxxxx Xxxx Center, Xxxxx 000,
Xxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.

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

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

THE BANK OF NEW YORK (DELAWARE), XXXXX XXXXXXXXX,
not in its individual capacity not in his individual
but solely as Trustee but solely as Trustee

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

THE BANK OF NEW YORK,
not in its individual capacity
but solely as Trustee

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

A-1
62
EXHIBIT B

THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number Number of
Common Securities

C-[ ]

Certificate Evidencing Common Securities

TU Electric Capital III

Common Securities
(liquidation amount $25 per Common Security)

TU Electric Capital III, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Texas Utilities Electric Company (the "Holder") is the registered owner of
_____ (_____) common securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated the Common Securities
(liquidation amount $25 per Common Security) (the "Common Securities"). In
accordance with Section 5.10 of the Trust Agreement (as defined below) the
Common Securities are not transferable and any attempted transfer hereof shall
be void. The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall
in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust dated as of _______ ___, 1995, as the
same may be amended from time to time (the "Trust Agreement"), including the
designation of the terms of the Common Securities as set forth therein. The
Trust will furnish a copy of the Trust Agreement to the Holder without charge
upon written request to the Trust at its principal place of business or
registered office.

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

B-1
63
IN WITNESS WHEREOF, an Administrative Trustee of the Trust has
executed this certificate for and on behalf of the Trust this ____ day of
_________, 199_.

TU Electric Capital III

By:
-----------------------------------------
not in his (her) individual capacity, but
solely as Administrative Trustee

B-2
64
EXHIBIT C

AGREEMENT AS TO EXPENSES AND LIABILITIES

AGREEMENT dated as of ________ ___, 1995, between Texas
Utilities Electric Company, a Texas corporation ("TU Electric"), and TU
Electric Capital III, a Delaware business trust (the "Trust").

WHEREAS, the Trust intends to issue its Common Securities (the
"Common Securities") to and receive Debentures from TU Electric and to issue
its ___% Quarterly Income Preferred Securities, Series A (the "Preferred
Securities") with such powers, preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust Agreement of the Trust dated
as of ________ __, 199_ as the same may be amended from time to time (the
"Trust Agreement");

WHEREAS, TU Electric is the issuer of the Debentures;

NOW, THEREFORE, in consideration of the acceptance by each
holder of the Preferred Securities, which acceptance TU Electric hereby agrees
shall benefit TU Electric and which acceptance TU Electric acknowledges will be
made in reliance upon the execution and delivery of this Agreement, TU
Electric, including in its capacity as holder of the Common Securities, and the
Trust hereby agree as follows:

ARTICLE I

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

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

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

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

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

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

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

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

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

ARTICLE II

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

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

Section 2.03. Notices. Any notice, request or other
communication required or permitted to be given hereunder shall be given in
writing by delivering the same against

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receipt therefor by facsimile transmission (confirmed by mail), telex or by
registered or certified mail, addressed as follows (and if so given, shall be
deemed given when mailed or upon receipt of an answer-back, if sent by telex),
to wit:

TU Electric Capital III
c/o [Trustee]

Facsimile No.:
Attention:

Texas Utilities Electric Company

Facsimile No.:
Attention:

Section 2.04 THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).

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

TEXAS UTILITIES ELECTRIC COMPANY

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

TU ELECTRIC CAPITAL III

By:
-------------------------------------
Xxxxx Xxxxxxxxx
not in his individual capacity, but
solely as Administrative Trustee

-------------------------------------
Xxxxxxx Xxxxx
not in her individual capacity, but
solely as Administrative Trustee

-------------------------------------
Xxxxxxx Xxxxxxx
not in his individual capacity, but
solely as Administrative Trustee

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-------------------------------------
Xxxxx Xxxxxxxx
not in her individual capacity, but
solely as Administrative Trustee

-------------------------------------
Xxxx Xxxxx
not in his individual capacity, but
solely as Administrative Trustee

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[Clearing Agency Legend]

EXHIBIT D

Certificate Number Number of Preferred Securities

P- CUSIP NO.

Certificate Evidencing Preferred Securities

TU Electric Capital III

% Quarterly Income Preferred Securities
(liquidation amount $25 per Preferred Security)

TU Electric Capital III, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
____________ (the "Holder") is the registered owner of _____ (_____) preferred
securities of the Trust representing an undivided beneficial interest in the
assets of the Trust and designated the TU Electric Capital III 9.00% Quarterly
Income Preferred Securities (liquidation amount $25 per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer as provided in Section 5.04 or 5.11 of the Trust Agreement (as defined
below). The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended
and Restated Trust Agreement of the Trust dated as of December 1, 1995, as the
same may be amended from time to time (the "Trust Agreement") including the
designation of the terms of Preferred Securities as set forth therein. The
holder of this certificate is entitled to the benefits of the Guarantee
Agreement of Texas Utilities Electric Company, a Texas corporation, and The
Bank of New York, as guarantee trustee, dated as of December 1, 1995 (the
"Guarantee") to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the holder of this certificate without
charge upon written request to the Trust at its principal place of business or
registered office.

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

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IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate for and on behalf of the Trust.

Dated:

TU ELECTRIC CAPITAL III

By:
----------------------------------------
Xxxxxxx Xxxxx
not in his (her) individual capacity,
but solely as Administrative Trustee

Countersigned and Registered:
TEXAS UTILITIES SERVICES INC.,
Transfer Agent and Registrar

By:
---------------------------------------

THE BANK OF NEW YORK, as agent
for the Transfer Agent and Registrar

By:
---------------------------------------
(Authorized Signature)

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ASSIGNMENT

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

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

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

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

--------------------------------------------------------------------------------
(Insert address and zip code of assignee)

of the Preferred Securities represented by this Certificate and irrevocably
appoints

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

--------------------------------------------------------------------------------
attorney to transfer such Preferred Securities Certificate on the books of the
Trust. The attorney may substitute another to act for him or her.

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

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

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

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

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

D-3

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Table of Contents

1 Exhibit 4(m) AMENDED AND RESTATED TRUST AGREEMENT

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