<PAGE>
                                                                   Exhibit 10.13


                                                                  EXECUTION COPY

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

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      AMONG

                          LOCAL FINANCIAL CORPORATION,
                                  as Depositor

                              THE BANK OF NEW YORK,
                              as Property Trustee

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

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                           as Administrative Trustees

                            Dated as of July 30, 2002

                        LOCAL FINANCIAL CAPITAL TRUST II

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

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
<S>                                                                              <C>
ARTICLE I. DEFINED TERMS ...................................................        1
        Section 1.1. Definitions ...........................................        1
ARTICLE II. THE TRUST ......................................................       10
        Section 2.1. Name ..................................................       10
        Section 2.2. Office of the Delaware Trustee; Principal Place of
                     Business ..............................................       10
        Section 2.3. Initial Contribution of Trust Property; Fees, Costs
                     and Expenses ..........................................       11
        Section 2.4. Purposes of Trust .....................................       11
        Section 2.5. Authorization to Enter into Certain Transactions ......       11
        Section 2.6. Assets of Trust .......................................       14
        Section 2.7. Title to Trust Property ...............................       14
ARTICLE III. PAYMENT ACCOUNT; PAYING AGENTS ................................       14
        Section 3.1.  Payment Account ......................................       14
        Section 3.2.  Appointment of Paying Agents .........................       15
ARTICLE IV. DISTRIBUTIONS; REDEMPTION ......................................       15
        Section 4.1. Distributions .........................................       15
        Section 4.2. Redemption ............................................       17
        Section 4.3. Subordination of Common Securities ....................       19
        Section 4.4. Payment Procedures ....................................       20
        Section 4.5. Withholding Tax .......................................       20
        Section 4.6. Tax Returns and Other Reports .........................       21
        Section 4.7. Payment of Taxes, Duties, Etc. of the Trust ...........       21
        Section 4.8. Payments under Indenture or Pursuant to Direct
                     Actions ...............................................       21
        Section 4.9. Exchanges .............................................       21
        Section 4.10.Calculation Agent .....................................       22
        Section 4.11.Certain Accounting Matters ............................       23
ARTICLE V. SECURITIES ......................................................       23
        Section 5.1. Initial Ownership .....................................       23
        Section 5.2. Authorized Trust Securities ...........................       24
        Section 5.3. Issuance of the Common Securities; Subscription and
                     Purchase of Notes .....................................       24

</TABLE>


                                        i
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                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                 Page
<S>                                                                              <C>
        Section 5.4.  The Securities Certificates ..........................       24
        Section 5.5.  Rights of Holders ....................................       25
        Section 5.6.  Book-Entry Preferred Securities ......................       25
        Section 5.7.  Registration of Transfer and Exchange of Preferred
                      Securities Certificates ..............................       27
        Section 5.8.  Mutilated, Destroyed, Lost or Stolen Securities
                      Certificates .........................................       28
        Section 5.9.  Persons Deemed Holders ...............................       29
        Section 5.10. Cancellation .........................................       29
        Section 5.11. Ownership of Common Securities by Depositor ..........       29
        Section 5.12. Restricted Legends ...................................       30
        Section 5.13. Form of Certificate of Authentication ................       33
ARTICLE VI. MEETINGS; VOTING; ACTS OF HOLDERS ..............................       33
        Section 6.1.  Notice of Meetings ...................................       33
        Section 6.2.  Meetings of Holders of the Preferred Securities ......       33
        Section 6.3.  Voting Rights ........................................       34
        Section 6.4.  Proxies, Etc .........................................       34
        Section 6.5.  Holder Action by Written Consent .....................       34
        Section 6.6.  Record Date for Voting and Other Purposes ............       34
        Section 6.7.  Acts of Holders ......................................       35
        Section 6.8.  Inspection of Records ................................       36
        Section 6.9.  Limitations on Voting Rights .........................       36
        Section 6.10. Acceleration of Maturity; Rescission of Annulment;
                      Waivers of Past Defaults .............................       37
ARTICLE VII. REPRESENTATIONS AND WARRANTIES ................................       39
        Section 7.1. Representations and Warranties of the Property
                     Trustee and the Delaware Trustee ......................       39
        Section 7.2. Representations and Warranties of Depositor ...........       40
ARTICLE VIII. THE TRUSTEES .................................................       41
        Section 8.1. Number of Trustees ....................................       41
        Section 8.2. Property Trustee Required .............................       41
        Section 8.3. Delaware Trustee Required .............................       42
</TABLE>


                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                 Page
<S>                                                                              <C>
        Section 8.4.  Appointment of Administrative Trustees ...............       42
        Section 8.5.  Duties and Responsibilities of the Trustees ..........       43
        Section 8.6.  Notices of Defaults and Extensions ...................       44
        Section 8.7.  Certain Rights of Property Trustee ...................       45
        Section 8.8.  Delegation of Power ..................................       47
        Section 8.9.  May Hold Securities ..................................       47
        Section 8.10. Compensation; Reimbursement; Indemnity ...............       47
        Section 8.11. Resignation and Removal; Appointment of Successor ....       48
        Section 8.12. Acceptance of Appointment by Successor ...............       50
        Section 8.13. Merger, Conversion, Consolidation or Succession to
                      Business .............................................       50
        Section 8.14. Not Responsible for Recitals or Issuance of Securities       50
        Section 8.15. Property Trustee May File Proofs of Claim ............       51
        Section 8.16. Reports to and from the Property Trustee .............       51
ARTICLE IX. TERMINATION, LIQUIDATION AND MERGER ............................       52
        Section 9.1.  Dissolution Upon Expiration Date .....................       52
        Section 9.2.  Early Termination ....................................       52
        Section 9.3.  Termination ..........................................       52
        Section 9.4.  Liquidation ..........................................       53
        Section 9.5.  Mergers, Consolidations, Amalgamations or
                      Replacements of Trust ................................       54
ARTICLE X. MISCELLANEOUS PROVISIONS ........................................       55
        Section 10.1. Limitation of Rights of Holders ......................       55
        Section 10.2. Agreed Tax Treatment of Trust and Trust Securities ...       56
        Section 10.3. Amendment ............................................       56
        Section 10.4. Separability .........................................       57
        Section 10.5. Governing Law ........................................       57
        Section 10.6. Successors ...........................................       58
        Section 10.7. Headings .............................................       58
        Section 10.8. Reports, Notices and Demands .........................       58

Exhibit A Certificate of Trust of Local Financial Capital Trust II

Exhibit B Form of Common Securities Certificate
</TABLE>

                                       iii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                  Page

<S>                                                                               <C>
Exhibit C     Form of Preferred Securities Certificate
Exhibit D     Junior Subordinated Indenture
Exhibit E     Form of Transferee Certificate to be Executed by QIBs
Exhibit F     Form of Transferee Certificate to be Executed by Transferees
              other than QIBs
Schedule A    Calculation of LIBOR
</TABLE>


                                       iv
<PAGE>

      AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 30,2002, among (i)
Local Financial Corporation, a Delaware corporation (including any successors or
permitted assigns, the "Depositor"), (ii) The Bank of New York, a New York
banking corporation, as property trustee (in such capacity, the "Property
Trustee"), (iii) The Bank of New York (Delaware), a Delaware banking
corporation, as Delaware trustee (in such capacity, the "Delaware Trustee"),
(iv) Edward A. Townsend, an individual, Richard L. Park, an individual and Jan
A. Norton, an individual, each of whose address is c/o Local Financial
Corporation, 3601 N.W. 63rd Street, Oklahoma City, Oklahoma 73116, as
administrative trustees (in such capacities, each an "Administrative Trustee"
and, collectively, the "Administrative Trustees" and, together with the Property
Trustee and the Delaware Trustee, the "Trustees") and (v) the several Holders,
as hereinafter defined.

                                   WITNESSETH

      WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee have
heretofore created a Delaware business trust pursuant to the Delaware Business
Trust Act by entering into a Trust Agreement, dated as of July 25,2002 (the
"Original Trust Agreement"), and by executing and filing with the Secretary of
State of the State of Delaware the Certificate of Trust, substantially in the
form attached as Exhibit A; and

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

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

                                   ARTICLE I.

                                  DEFINED TERMS

       SECTION 1.1. Definitions.

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

            (a) the terms defined in this Article I have the meanings assigned
      to them in this Article I;

            (b) the words "include", "includes" and "including" shall be deemed
      to be followed by the phrase "without limitation";

<PAGE>

            (c) all accounting terms used but not defined herein have the
      meanings assigned to them in accordance with United States generally
      accepted accounting principles;

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

            (e) the words "hereby", "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;

            (f) a reference to the singular includes the plural and vice versa;
      and

            (g) the masculine, feminine or neuter genders used herein shall
      include the masculine, feminine and neuter genders.

      "Act" has the meaning specified in Section 6.7.

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

      "Additional Interest Amount" means, with respect to Trust Securities of a
given Liquidation Amount and/or a given period, the amount of Additional
Interest paid by the Depositor on a Like Amount of Notes for such period.

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

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

      "Administrative Trustee" means each of the Persons identified as an
"Administrative Trustee" in the preamble to this Trust Agreement, solely in each
such Person's capacity as Administrative Trustee of the Trust and not in such
Person's individual capacity, or any successor Administrative Trustee appointed
as herein provided.

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

      "Applicable Depositary Procedures" means, with respect to any transfer or
transaction involving a Book-Entry Preferred Security, the rules and procedures
of the Depositary for such Book-Entry Preferred Security, in each case to the
extent applicable to such transaction and as in effect from time to time.


                                       2
<PAGE>

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

      (a) the entry of a decree or order by a court having jurisdiction in the
      premises (i) judging such Person a bankrupt or insolvent, (ii) approving
      as properly filed a petition seeking reorganization, arrangement,
      adjudication or composition of or in respect of such Person under any
      applicable Federal or state bankruptcy, insolvency, reorganization or
      other similar law, (iii) appointing a custodian, receiver, liquidator,
      assignee, trustee, sequestrator or other similar official of such Person
      or of any substantial part of its property or (iv) 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 sixty (60) consecutive days;
      or

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

      "Bankruptcy Laws" means all Federal and state bankruptcy, insolvency,
reorganization and other similar laws, including the United States Bankruptcy
Code.

      "Book-Entry Preferred Security" means a Preferred Security, the ownership
and transfers of which shall be made through book entries by a Depositary.

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

      "Calculation Agent" has the meaning specified in Section 4.10.

      "Capital Disqualification Event" has the meaning specified in Section 1.1
of the Indenture.

      "Closing Date" has the meaning specified in the Purchase Agreement.

      "Code" means the United States 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 Trust Agreement such Commission is not existing and performing
the duties assigned to it, then the body performing such duties at such time.


                                       3
<PAGE>

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

      "Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $1,000 and having the rights provided
therefor in this Trust Agreement.

      "Corporate Trust Office" means the principal office of the Property
Trustee at which any particular time its corporate trust business shall be
administered, which office at the date of this Trust Agreement is located at 101
Barclay Street, New York, New York 10286, Attention: Corporate Trust
Administration.

      "Definitive Preferred Securities Certificates" means Preferred Securities
issued in certificated, fully registered form that are not Global Preferred
Securities.

      "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., or any successor statute thereto, in
each case as amended from time to time.

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

      "Depositary" means an organization registered as a clearing agency under
the Exchange Act that is designated as Depositary by the Depositor or any
successor thereto. DTC will be the initial Depositary.

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

      "Depositor" has the meaning specified in the preamble to this Trust
Agreement and any successors and permitted assigns.

      "Depositor Affiliate" has the meaning specified in Section 4.9.

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

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

      "DTC" means The Depository Trust Company or any successor thereto.

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

      "Event of Default" means any one of the following events (whatever the
reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or


                                       4
<PAGE>


pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

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

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

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

      (d) default in the performance, or breach, in any material respect of any
      covenant or warranty of the Trustees in this Trust Agreement (other than
      those specified in clause (b) or (c) above) and continuation of such
      default or breach for a period of thirty (30) days after there has been
      given, by registered or certified mail, to the Trustees and to the
      Depositor by the Holders of at least twenty five percent (25%) in
      aggregate 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

      (e) the occurrence of a Bankruptcy Event with respect to the Property
      Trustee if a successor Property Trustee has not been appointed within
      ninety (90) days thereof.

      "Exchange Act" means the Securities Exchange Act of 1934, and any
successor statute thereto, in each case as amended from time to time.

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

      "Extension Period" has the meaning specified in Section 4.1(a)(ii).

      "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System, as from time to time constituted or, if at any time after the
execution of this Trust Agreement such Board is not existing and performing the
duties now assigned to it, then the body performing such duties at such time.

      "Fiscal Year" shall be the fiscal year of the Trust, which shall be the
calendar year, or such other period as is required by the Code.

      "Global Preferred Security" means a Preferred Securities Certificate
evidencing ownership of Book-Entry Preferred Securities.

      "Guarantee Agreement" means the Guarantee Agreement executed and
delivered by the Depositor and The Bank of New York, as guarantee 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.

                                       5
<PAGE>


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

      "Indemnified Person" has the meaning specified in Section 8.10(c).

      "Indenture" means the Junior Subordinated Indenture executed and delivered
by the Depositor and the Note Trustee contemporaneously with the execution and
delivery of this Trust Agreement, for the benefit of the holders of the Notes, a
copy of which is attached hereto as Exhibit D, as amended or supplemented from
time to time.

      "Indenture Redemption Price" has the meaning specified in Section 4.2(c).

      "Interest Payment Date" has the meaning specified in Section 1.1 of the
Indenture.

      "Investment Company Act" means the Investment Company Act of 1940, or any
successor statute thereto, in each case as amended from time to time.

      "Investment Company Event" has the meaning specified in Section 1.1 of the
Indenture.

      "LIBOR" has the meaning specified in Schedule A.

      "LIBOR Business Day" has the meaning specified in Schedule A.

      "LIBOR Determination Date" has the meaning specified in Schedule A.

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

      "Like Amount" means (a) with respect to a redemption of any Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Notes to be contemporaneously redeemed or paid at maturity in
accordance with the Indenture, the proceeds of which will be used to pay the
Redemption Price of such Trust Securities, (b) with respect to a distribution of
Notes to Holders of Trust Securities in connection with a dissolution of the
Trust, Notes having a principal amount equal to the Liquidation Amount of the
Trust Securities of the Holder to whom such Notes are distributed and (c) with
respect to any distribution of Additional Interest Amounts to Holders of Trust
Securities, Notes having a principal amount equal to the Liquidation Amount of
the Trust Securities in respect of which such distribution is made.

      "Liquidation Amount" means the stated amount of $1,000 per Trust
Security.

      "Liquidation Date" means the date on which assets are to be distributed to
Holders in accordance with Section 9.4(a) hereunder following dissolution of the
Trust.

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


                                       6
<PAGE>

      "Majority in Liquidation Amount of the Preferred Securities" means
Preferred Securities representing more than fifty percent (50%) of the aggregate
Liquidation Amount of all (or a specified group of) then Outstanding Preferred
Securities.

      "Note Event of Default" means any "Event of Default" specified in Section
5.1 of the Indenture.

      "Note Redemption Date" means, with respect to any Notes to be redeemed
under the Indenture, the date fixed for redemption of such Notes under the
Indenture.

      "Note Trustee" means the Person identified as the "Trustee" in the
Indenture, solely in its capacity as Trustee pursuant to the Indenture and not
in its individual capacity, or its successor in interest in such capacity, or
any successor Trustee appointed as provided in the Indenture.

      "Notes" means the Depositor's Floating Rate Junior Subordinated Notes
issued pursuant to the Indenture.

      "Office of Thrift Supervision" means the Office of Thrift Supervision, as
from time to time constituted or, if at any time after the execution of this
Trust Agreement such Office is not existing and performing the duties now
assigned to it, then the body performing such duties at such time.

      "Officers' Certificate" means a certificate signed by the Chief Executive
Officer, the President or an Executive Vice President, and by the Chief
Financial Officer, Treasurer or an Assistant Treasurer, of the Depositor, and
delivered to the Trustees. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
(other than the certificate provided pursuant to Section 8.16) shall include:

      (a) a statement by each officer signing the Officers' Certificate that
      such officer 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 such officer in rendering the Officers'
      Certificate;

      (c) a statement that 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 such officer, such
      condition or covenant has been complied with.

      "Operative Documents" means the Purchase Agreement, the Indenture, the
Trust Agreement, the Guarantee Agreement, the Notes and the Trust Securities.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for, or an employee of, the Depositor or any Affiliate of the Depositor.


                                       7
<PAGE>

      "Original Issue Date" means the date of original issuance of the Trust
Securities.

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

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

      (a) Trust Securities theretofore canceled by the Property Trustee or
      delivered to the Property Trustee for cancellation;

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

      (c) Trust Securities that have been paid or in exchange for or in lieu of
      which other Trust Securities have been executed and delivered pursuant to
      the provisions of this Trust Agreement, unless proof satisfactory to the
      Property Trustee is presented that any such Trust Securities are held by
      Holders in whose hands such Trust Securities are valid, legal and binding
      obligations of the Trust;

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

      "Owner" means each Person who is the beneficial owner of Book-Entry
Preferred Securities as reflected in the records of the Depositary or, if a
Depositary Participant is not the beneficial owner, then the beneficial owner as
reflected in the records of the Depositary Participant.

      "Paying Agent" means any Person authorized by the Administrative Trustees
to pay Distributions or other amounts in respect of any Trust Securities on
behalf of the Trust.

      "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee for the benefit of the Holders in
which all amounts paid in


                                       8
<PAGE>

respect of the Notes will be held and from which the Property Trustee, through
the Paying Agent, shall make payments to the Holders in accordance with Sections
3.1,4.1 and 4.2.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, company,
limited liability company, trust, unincorporated association or government, or
any agency or political subdivision thereof, or any other entity of whatever
nature.

      "Preferred Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $1,000 and having the rights
provided therefor in this Trust Agreement.

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

      "Property Trustee" means the Person identified as the "Property Trustee"
in the preamble to this Trust Agreement, solely in its capacity as Property
Trustee of the Trust and not in its individual capacity, or its successor in
interest in such capacity, or any successor Property Trustee appointed as herein
provided.

      "Purchase Agreement" means the Purchase Agreement executed and delivered
by the Trust, the Depositor and Trapeza CD0 I, LLC, as purchaser,
contemporaneously with the execution and delivery of this Trust Agreement, as
amended from time to time.

      "QIB" means a "qualified institutional buyer" as defined under Rule 144A
under the Securities Act of 1933, as amended.

      "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 Note Redemption Date and the stated maturity (or
any date of principal repayment upon early maturity) of the Notes shall be a
Redemption Date for a Like Amount of Trust Securities.

      "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption or payment at maturity
of a Like Amount of Notes.

      "Reference Banks" has the meaning specified in Schedule A.

      "Responsible Officer" means, with respect to the Property Trustee, any
Senior Vice President, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust Officer or Assistant Trust Officer or any other officer of the Corporate
Trust Department of the Property Trustee and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

      "Securities Act" means the Securities Act of 1933, and any successor
statute thereto, in each case as amended from time to time.


                                       9
<PAGE>

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

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.7.

      "Successor Securities" has the meaning specified in Section 9.5(a).

      "Tax Event" has the meaning specified in Section 1.1 of the Indenture.

      "Trust" means the Delaware business trust known as "Local Financial
Capital Trust II", which was created on July 25,2002 under the Delaware Business
Trust Act pursuant to the Original Trust Agreement and the filing of the
Certificate of Trust, and continued pursuant to this Trust Agreement.

      "Trust Agreement" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented from time to time in accordance
with the applicable provisions hereof, including all Schedules and Exhibits.

      "Trustees" means the Administrative Trustees, the Property Trustee and the
Delaware Trustee, each as defined in this Article I.

      "Trust Property" means (a) the Notes, (b) any cash on deposit in, or owing
to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be 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.

                                   ARTICLE II.

                                    THE TRUST

      SECTION 2.1. Name.

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

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

      The address of the Delaware Trustee in the State of Delaware is White Clay
Center Route 273, Newark, Delaware 19711, Attention: Corporate Trust
Administration, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Holders, the Depositor, the
Property Trustee and the Administrative Trustees. The principal executive


                                       10
<PAGE>

office of the Trust is 3601 N.W. 63rd Street, Oklahoma City, Oklahoma 73116,
Attention: Edward A. Townsend, as such address may be changed from time to time
by the Administrative Trustees following written notice to the Holders and the
other Trustees.

      SECTION 2.3. Initial Contribution of Trust Property; Fees, Costs and
Expenses.

      The Property Trustee acknowledges receipt from the Depositor in connection
with the Original Trust Agreement of the sum of ten dollars ($1O), which
constituted the initial Trust Property. The Depositor shall pay all fees, costs
and expenses of the Trust (except with respect to the Trust Securities) as they
arise or shall, upon request of any Trustee, promptly reimburse such Trustee for
any such fees, costs and expenses paid by such Trustee. The Depositor shall make
no claim upon the Trust Property for the payment of such fees, costs or
expenses.

      SECTION 2.4. Purposes of Trust.

      (a) The exclusive purposes and functions of the Trust are to (i) issue and
sell Trust Securities and use the proceeds from such sale to acquire the Notes
and (ii) engage in only those activities necessary or incidental thereto. The
Delaware Trustee, the Property Trustee and the Administrative Trustees are
trustees of the Trust, and have all the rights, powers and duties to the extent
set forth herein. The Trustees hereby acknowledge that they are trustees of the
Trust.

      (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. ln particular, the Trust (or the Trustees acting on behalf of the Trust)
shall not (i) acquire any investments or engage in any activities not authorized
by this Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage,
pledge, set-off or otherwise dispose of any of the Trust Property or interests
therein, including to Holders, except as expressly provided herein, (iii) incur
any indebtedness for borrowed money or issue any other debt, (iv) take or
consent to any action that would result in the placement of a Lien on any of the
Trust Property, (v) take or consent to any action that would reasonably be
expected to cause the Trust to become taxable as a corporation or classified as
other than a grantor trust for United States federal income tax purposes, (vi)
take or consent to any action that would cause the Notes to be treated as other
than indebtedness of the Depositor for United States federal income tax purposes
or (vii) take or consent to any action that would cause the Trust to be deemed
to be an "investment company" required to be registered under the Investment
Company Act.

      SECTION 2.5. Authorization to Enter into Certain Transactions.

      (a) The Trustees shall conduct the affairs of the Trust in accordance with
and subject to the terms of this Trust Agreement. In accordance with the
following provisions (i) and (ii), 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 the following:

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


                                       11
<PAGE>

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

            (B) to cause the Trust to enter into, and to execute, deliver and
      perform on behalf of the Trust, such agreements as may be necessary or
      desirable in connection with the purposes and function of the Trust,
      including, without limitation, a common securities subscription agreement
      and a junior note subscription agreement;

            (C) assisting in the sale of the Preferred Securities in one or more
      transactions exempt from registration under the Securities Act, and in
      compliance with applicable state securities or blue sky laws;

            (D) assisting in the sending of notices (other than notices of
      default) and other information regarding the Trust Securities and the
      Notes to the Holders in accordance with this Trust Agreement;

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

            (F) execution of the Trust Securities on behalf of the Trust in
      accordance with this Trust Agreement;

            (G) execution and delivery of closing certificates, if any, pursuant
      to the Purchase Agreement and application for a taxpayer identification
      number for the Trust;

            (H) preparation and filing of all applicable tax returns and tax
      information reports that are required to be filed on behalf of the Trust;

            (I) establishing a record date with respect to all actions to be
      taken hereunder that require a record date to be established, except as
      provided in Section 6.10(a);

            (J) unless otherwise required by the Delaware Business Trust Act to
      execute on behalf of the Trust (either acting alone or together with the
      other Administrative Trustees) any documents that such Administrative
      Trustee has the power to execute pursuant to this Trust Agreement; and

            (K) the taking of any action incidental to the foregoing as such
      Administrative Trustee may from time to time determine is necessary or
      advisable to give effect to the terms of this Trust Agreement.

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

            (A) the receipt and holding of legal title of the Notes;

            (B) the establishment of the Payment Account;


                                       12
<PAGE>

            (C) the collection of interest, principal and any other payments
      made in respect of the Notes and the holding of such amounts in the
      Payment Account;

            (D) the distribution through the Paying Agent of amounts
      distributable to the Holders in respect of the Trust Securities;

            (E) the exercise of all of the rights, powers and privileges of a
      holder of the Notes in accordance with the terms of this Trust Agreement;

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

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

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

            (I) the taking of any action incidental to the foregoing as the
      Property Trustee may from time to time determine is necessary or advisable
      to give effect to the terms of this Trust Agreement and protect and
      conserve the Trust Property for the benefit of the Holders (without
      consideration of the effect of any such action on any particular Holder).

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

            (i) the negotiation of the terms of, and the execution and delivery
      of, the Purchase Agreement providing for the sale of the Preferred
      Securities in one or more transactions exempt from registration under the
      Securities Act, and in compliance with applicable state securities or blue
      sky laws; and

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

      (c) 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 taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes, so that the Notes will be treated as indebtedness of the Depositor for
United States federal income tax purposes and so that the Trust will not be
deemed to be an "investment company" required to be registered under the
Investment Company Act. In this connection, each Administrative Trustee is
authorized to take any action, not inconsistent with applicable law, the
Certificate of Trust or this Trust Agreement, that such Administrative


                                       13
<PAGE>

Trustee determines in his or her discretion to be necessary or desirable for
such purposes, as long as such action does not adversely affect in any material
respect the interests of the Holders of the Outstanding Preferred Securities. In
no event shall the Administrative Trustees be liable to the Trust or the Holders
for any failure to comply with this Section 2.5 to the extent that such failure
results solely from a change in law or regulation or in the interpretation
thereof.

      (d) Any action taken by a Trustee in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with any Trustee
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of such Trustee to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of any Trustee as set
forth in this Trust Agreement.

      SECTION 2.6. Assets of Trust.

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

      SECTION 2.7. Title to Trust Property.

      (a) Legal title to all Trust Property shall be vested at all times in the
Property Trustee and shall be held and administered by the Property Trustee in
trust for the benefit of the Trust and the Holders in accordance with this Trust
Agreement.

      (b) The Holders shall not have any right or title to the Trust Property
other than the undivided beneficial interest in the assets of the Trust
conferred by their Trust Securities and they shall have no right to call for any
partition or division of property, profits or rights of the Trust except as
described below. The Trust Securities shall be personal property giving only the
rights specifically set forth therein and in this Trust Agreement.

                                  ARTICLE III.

                         PAYMENT ACCOUNT; PAYING AGENTS

      SECTION 3.1. Payment Account.

      (a) On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and the Paying Agent 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
and for Distribution as herein provided.

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


                                       14
<PAGE>

      SECTION 3.2. Appointment of Paying Agents.

      The Paying Agent shall initially be the Property Trustee. The Paying Agent
shall make Distributions to Holders from the Payment Account and shall report
the amounts of such Distributions to the Property Trustee and the Administrative
Trustees. Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account solely for the purpose of making the Distributions referred
to above. The Administrative Trustees may revoke such power and remove the
Paying Agent in their sole discretion. Any Person acting as Paying Agent shall
be permitted to resign as Paying Agent upon thirty (30) days' written notice to
the Administrative Trustees and the Property Trustee. If the Property Trustee
shall no longer be the Paying Agent or a successor Paying Agent shall resign or
its authority to act be revoked, the Administrative Trustees shall appoint a
successor (which shall be a bank or trust company) to act as Paying Agent. Such
successor Paying Agent appointed by the Administrative Trustees shall execute
and deliver to the Trustees an instrument in which such successor Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
will hold all sums, if any, held by it for payment to the Holders in trust for
the benefit of the Holders entitled thereto until such sums shall be paid to
such Holders. The Paying Agent shall return all unclaimed funds to the Property
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Property Trustee. The provisions of Article
VIII shall apply to the Property Trustee also in its role as Paying Agent, for
so long as the Property Trustee shall act as Paying Agent and, to the extent
applicable, to any other Paying Agent appointed hereunder. Any reference in this
Trust Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

                                   ARTICLE IV.

                            DISTRIBUTIONS; REDEMPTION

      SECTION 4.1. Distributions.

      (a) The Trust Securities represent undivided beneficial interests in the
Trust Property, and Distributions (including any Additional Interest Amounts)
will be made on the Trust Securities at the rate and on the dates that payments
of interest (including any Additional Interest) are made on the Notes.
Accordingly:

            (i) Distributions on the Trust Securities shall be cumulative, and
      shall accumulate whether or not there are funds of the Trust available for
      the payment of Distributions. Distributions shall accumulate from July
      30, 2002, and, except as provided in clause (ii) below, shall be payable
      semi-annually in arrears on January 30 and July 30 of each year,
      commencing on January 30, 2003. If any date on which a Distribution is
      otherwise payable on the Trust Securities is not a Business Day, then the
      payment of such Distribution shall be made on the next succeeding Business
      Day (and no interest shall accrue in respect of the amounts whose payment
      is so delayed for the period from and after each such date until the next
      succeeding Business Day), except that, if such Business Day falls in the
      next succeeding calendar year, such payment shall be made on the
      immediately preceding Business Day, in each case, with the same force and
      effect as


                                       15
<PAGE>

      if made on such date (each date on which Distributions are payable in
      accordance with this Section 4.1(a)(i), a "Distribution Date");

            (ii) in the event (and to the extent) that the Depositor exercises
      its right under the Indenture to defer the payment of interest on the
      Notes, Distributions on the Trust Securities shall be deferred. Under the
      Indenture, so long as no Note Event of Default has occurred and is
      continuing, the Depositor shall have the right, at any time and from time
      to time during the term of the Notes, to defer the payment of interest on
      the Notes for a period of up to ten (10) consecutive semi-annual interest
      payment periods (each such extended interest payment period, an "Extension
      Period"), during which Extension Period no interest on the Notes shall be
      due and payable (except any Additional Tax Sums that may be due and
      payable). No interest on the Notes shall be due and payable during an
      Extension Period, except at the end thereof, but each installment of
      interest that would otherwise have been due and payable during such
      Extension Period shall bear Additional Interest (to the extent payment of
      such interest would be legally enforceable) at the rate equal to LIBOR
      plus 3 5/8% per annum (provided, that, the applicable Distribution Rate
      shall not exceed 12% through the Distribution Date in July 2007)
      compounded semiannually, from the dates on which amounts would have
      otherwise been due and payable until paid or until funds for the payment
      thereof have been made available for payment. If Distributions are
      deferred, the deferred Distributions (including Additional Interest
      Amounts) shall be paid on the date that the related Extension Period
      terminates, to Holders of the Trust Securities as they appear on the books
      and records of the Trust on the record date immediately preceding such
      termination date.

            (iii) Distributions shall accumulate in respect of the Trust
      Securities at a variable rate equal to LIBOR plus 3 5/8% of the
      Liquidation Amount of the Trust Securities, such rate being the rate of
      interest payable on the Notes, provided, that, the applicable Distribution
      Rate shall not exceed 12% through the Distribution Date in July 2007.
      LIBOR shall be determined by the Calculation Agent in accordance with
      Schedule A. The amount of Distributions payable for any period less than a
      full Distribution period shall be computed on the basis of a 360-day year
      and the actual number of days elapsed in the relevant Distribution period.
      The amount of Distributions payable for any period shall include any
      Additional Interest Amounts in respect of such period; and

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

            (b) 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 at the close of
      business on the relevant record date, which shall be at the close of
      business on the fifteenth day (whether or not a Business Day) preceding
      the relevant Distribution Date. Distributions payable on any Trust
      Securities that are not punctually paid on any Distribution Date as a
      result of the Depositor having failed to make an interest payment under
      the Notes will cease to be payable to the Person in whose name such Trust
      Securities are registered on the relevant record date, and such defaulted
      Distributions and any Additional Interest Amounts will


                                       16
<PAGE>

instead be payable to the Person in whose name such Trust Securities are
registered on the special record date, or other specified date for determining
Holders entitled to such defaulted Distribution and Additional Interest Amount,
established in the same manner, and on the same date, as such is established
with respect to the Notes under the Indenture.

            SECTION 4.2. Redemption.

      (a) On each Note Redemption Date and on the stated maturity (or any date
of principal repayment upon early maturity) of the Notes and on each other date
on (or in respect of) which any principal on the Notes is repaid, the Trust will
be required to redeem a Like Amount of Trust Securities at the Redemption Price.

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

            (i) the Redemption Date;

            (ii) the Redemption Price or, if the Redemption Price cannot be
      calculated prior to the time the notice is required to be sent, the
      estimate of the Redemption Price provided pursuant to the Indenture, as
      calculated by the Depositor, together with a statement that it is an
      estimate and that the actual Redemption Price will be calculated by the
      Calculation Agent on the fifth Business Day prior to the Redemption Date
      (and if an estimate is provided, a further notice shall be sent of the
      actual Redemption Price on the date that such Redemption Price is
      calculated);

            (iii) if less than all the Outstanding Trust Securities are to be
      redeemed, the identification (and, in the case of partial redemption, the
      respective) and Liquidation Amounts of the particular Trust Securities to
      be redeemed;

            (iv) that on the Redemption Date, the Redemption Price will become
      due and payable upon each such Trust Security, or portion thereof, to be
      redeemed and that Distributions thereon will cease to accumulate on such
      Trust Security or such portion, as the case may be, on and after said
      date, except as provided in Section 4.2(d);

            (vi) the place or places where the Trust Securities are to be
      surrendered for the payment of the Redemption Price; and

            (v) such other provisions as the Property Trustee deems relevant.

      (c) The Trust Securities (or portion thereof) redeemed on each Redemption
Date shall be redeemed at the Redemption Price with the proceeds from the
contemporaneous redemption or payment at maturity of Notes. Redemptions of the
Trust Securities (or portion thereof) shall be made and the Redemption Price
shall be payable on each Redemption Date only to the extent that the Trust has
funds then on hand and available in the Payment Account for the payment of such
Redemption Price. Under the Indenture, the Notes may be redeemed by the
Depositor on any Interest Payment Date, at the Depositor's option, on or after
July 30, 2007, in whole or in


                                       17
<PAGE>

part, from time to time at a redemption price equal to one hundred percent
(100%) of the principal amount thereof, together, in the case of any such
redemption, with accrued interest, including any Additional Interest, to but
excluding the date fixed for redemption (the "Indenture Redemption Price");
provided, that the Depositor shall have received the prior approval of the
Federal Reserve Board if then required. The Notes may also be redeemed by the
Depositor, at its option, in whole but not in part, upon the occurrence of a
Capital Disqualification Event, an Investment Company Event or a Tax Event at
the Indenture Redemption Price.

      (d) If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities, then by 10:00 A.M., New York City time, on the Redemption
Date, the Depositor shall deposit sufficient funds with the Property Trustee to
pay the Redemption Price. If such deposit has been made by such time, then by
12:00 noon, New York City time, on the Redemption Date, the Property Trustee
will, with respect to Book-Entry Preferred Securities, irrevocably deposit with
the Depositary for such Book-Entry Preferred Securities, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
such Depositary irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Preferred Securities. With respect to Preferred
Securities that are not Book-Entry Preferred Securities, the Property Trustee
will irrevocably deposit with the Paying Agent, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
the Paying Agent irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Preferred Securities upon surrender of their
Preferred Securities Certificates. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities (or portion
thereof) called for redemption shall be payable to the Holders of such Trust
Securities as they appear on the Securities Register on the relevant record
dates for the related Distribution Dates. If notice of redemption shall have
been given and funds deposited as required, then upon the date of such deposit,
all rights of Holders holding Trust Securities (or portion thereof) so called
for redemption will cease, except the right of such Holders to receive the
Redemption Price and any Distribution payable in respect of the Trust Securities
on or prior to the Redemption Date, but without interest, and, in the case of a
partial redemption, the right of such Holders to receive a new Trust Security or
Securities of authorized denominations, in aggregate Liquidation Amount equal to
the unredeemed portion of such Trust Security or Securities, and such Securities
(or portion thereof) called for redemption will cease to be Outstanding. In the
event that any date on which any Redemption Price is payable is not a Business
Day, then payment of the Redemption Price payable on such date will be made on
the next succeeding Business Day (and no interest shall accrue in respect of the
amounts whose payment is so delayed for the period from and after each such date
until the next succeeding Business Day), except that, if such Business Day falls
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date. In the event that payment of the Redemption Price in
respect of any Trust Securities (or portion thereof) called for redemption is
improperly withheld or refused and not paid either by the Trust or by the
Depositor pursuant to the Guarantee Agreement, Distributions on such Trust
Securities (or portion thereof) will continue to accumulate, as set forth in
Section 4.1, from the Redemption Date originally established by the Trust for
such Trust Securities (or portion thereof) to the date such Redemption Price is
actually paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.


                                       18
<PAGE>

      (e) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata to the Common Securities and the Preferred Securities based upon the
relative aggregate Liquidation Amounts of the Common Securities and the
Preferred Securities. The Preferred Securities to be redeemed shall be redeemed
on a pro rata basis based upon their respective Liquidation Amounts not more
than sixty (60) days prior to the Redemption Date by the Property Trustee from
the Outstanding Preferred Securities not previously called for redemption;
provided, however, that with respect to Holders that would be required to hold
less than one hundred (100) but more than zero (0) Trust Securities as a result
of such redemption, the Trust shall redeem Trust Securities of each such Holder
so that after such redemption such Holder shall hold either one hundred (100)
Trust Securities or such Holder no longer holds any Trust Securities, and shall
use such method (including, without limitation, by lot) as the Trust shall deem
fair and appropriate; and provided, further, that so long as the Preferred
Securities are Book-Entry Preferred Securities, such selection shall be made in
accordance with the Applicable Depositary Procedures for the Preferred
Securities by such Depositary. The Property Trustee shall promptly notify the
Securities Registrar in writing of the Preferred Securities (or portion thereof)
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 aggregate Liquidation Amount of Preferred Securities that has
been or is to be redeemed.

      (f) The Trust in issuing the Trust Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Property Trustee shall indicate the
"CUSIP" numbers of the Trust Securities in notices of redemption and related
materials as a convenience to Holders; provided, that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Trust Securities or as contained in any notice of redemption and
related materials.

      SECTION 4.3. Subordination of Common Securities.

      (a) Payment of Distributions (including any Additional Interest Amounts)
on, the Redemption Price of and the Liquidation Distribution in respect of, the
Trust Securities, as applicable, shall be made, pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
respective Trust Securities; provided, that if on any Distribution Date,
Redemption Date or Liquidation Date an Event of Default shall have occurred and
be continuing, no payment of any Distribution (including any Additional Interest
Amounts) on, Redemption Price of or Liquidation Distribution in respect 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 any Additional
Interest Amounts) on all Outstanding Preferred Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Preferred Securities then called for redemption, or in the case of payment of
the Liquidation Distribution the full amount of such Liquidation Distribution on
all Outstanding Preferred Securities, shall have been made or provided for, and
all funds immediately available to the Property Trustee


                                       19
<PAGE>

shall first be applied to the payment in full in cash of all Distributions
(including any Additional Interest Amounts) on, or the Redemption Price of or
the Liquidation Distribution in respect of, the Preferred Securities then due
and payable.

      (b) In the case of the occurrence of any Event of Default, the Holders of
the Common Securities shall have no right to act with respect to any such Event
of Default under this Trust Agreement until all such Events of Default with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated. Until all 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 on behalf of the Holders of the Common
Securities, and only the Holders of all the Preferred Securities will have the
right to direct the Property Trustee to act on their behalf.

      SECTION 4.4. Payment Procedures.

      Payments of Distributions (including any Additional Interest Amounts), the
Redemption Price, Liquidation Amount or any other amounts in respect of the
Preferred Securities shall be made by wire transfer at such place and to such
account at a banking institution in the United States as may be designated in
writing at least ten (10) Business Days prior to the date for payment by the
Person entitled thereto unless proper written transfer instructions have not
been received by the relevant record date, in which case such payments shall be
made by check mailed to the address of such Person as such address shall appear
in the Securities Register. If any Preferred Securities are held by a
Depositary, such Distributions thereon shall be made to the Depositary in
immediately available funds. Payments in respect of the Common Securities shall
be made in such manner as shall be mutually agreed between the Property Trustee
and the Holder of all the Common Securities.

      SECTION 4.5. Withholding Tax.

      The Trust and the Administrative Trustees shall comply with all
withholding and backup withholding tax requirements under United States federal,
state and local law. The Administrative Trustees on behalf of the Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding and backup
withholding tax with respect to each Holder and any representations and forms as
shall reasonably be requested by the Administrative Trustees on behalf of the
Trust to assist it in determining the extent of, and in fulfilling, its
withholding and backup withholding tax obligations. The Administrative Trustees
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding and backup withholding tax is properly established by a Holder,
shall remit amounts withheld with respect to the Holder to applicable
jurisdictions. To the extent that the Trust is required to withhold and pay over
any amounts to any jurisdiction with respect to Distributions or allocations to
any Holder, the amount withheld shall be deemed to be a Distribution in the
amount of the withholding to the Holder. In the event of any claimed
overwithholding, Holders shall be limited to an action against the applicable
jurisdiction. If the amount required to be withheld was not withheld from actual
Distributions made, the Administrative Trustees on behalf of the Trust may
reduce subsequent Distributions by the amount of such required withholding.


                                       20
<PAGE>

      SECTION 4.6. Tax Returns and Other Reports.

      (a) The Administrative Trustees shall prepare (or cause to be prepared) at
the principal office of the Trust in the United States, as defined for purposes
of Treasury regulations section 301.7701-7, at the Depositor's expense, and
file, all United States federal, state and local tax and information returns and
reports required to be filed by or in respect of the Trust. The Administrative
Trustees shall prepare at the principal office of the Trust in the United
States, as defined for purposes of Treasury regulations section 301.7701-7, and
furnish (or cause to be prepared and furnished), by January 31 in each taxable
year of the Trust to each Holder all Internal Revenue Service forms and returns
required to be provided by the Trust. The Administrative Trustees shall provide
the Depositor and the Property Trustee with a copy of all such returns and
reports promptly after such filing or furnishing.

      (b) So long as the Property Trustee is the Holder of the Notes, the
Administrative Trustees will cause the Depositor's reports on Form FR Y-9C to be
delivered to the Property Trustee promptly following their filing with the
Federal Reserve Board.

      SECTION 4.7. Payment of Taxes, Duties, Etc. of the Trust.

      Upon receipt under the Notes of Additional Tax Sums and upon the written
direction of the Administrative Trustees, the Property Trustee shall promptly
pay, solely out of monies on deposit pursuant to this Trust Agreement, any
Additional Taxes imposed on the Trust by the United States or any other taxing
authority.

      SECTION 4.8. Payments under Indenture or Pursuant to Direct Actions.

      Any amount payable hereunder to any Holder of Preferred Securities shall
be reduced by the amount of any corresponding payment such Holder (or any Owner
with respect thereto) has directly received pursuant to Section 5.8 of the
Indenture or Section 6.10(b) of this Trust Agreement.

      SECTION 4.9. Exchanges.

      (a) If at any time the Depositor or any of its Affiliates (in either case,
a "Depositor Affiliate") is the Owner or Holder of any Preferred Securities,
such Depositor Affiliate shall have the right to deliver to the Property Trustee
all or such portion of its Preferred Securities as it elects and receive, in
exchange therefor, a Like Amount of Notes. Such election (i) shall be
exercisable effective on any Distribution Date by such Depositor Affiliate
delivering to the Property Trustee a written notice of such election specifying
the Liquidation Amount of Preferred Securities with respect to which such
election is being made and the Distribution Date on which such exchange shall
occur, which Distribution Date shall be not less than ten (10) Business Days
after the date of receipt by the Property Trustee of such election notice and
(ii) shall be conditioned upon such Depositor Affiliate having delivered or
caused to be delivered to the Property Trustee or its designee the Preferred
Securities that are the subject of such election by 1O:OO A.M. New York time, on
the Distribution Date on which such exchange is to occur. After the exchange,
such Preferred Securities will be canceled and will no longer be deemed to be
Outstanding and all rights of the Depositor Affiliate with respect to such
Preferred Securities will cease.


                                       21
<PAGE>

      (b) In the case of an exchange described in Section 4.9(a), the Property
Trustee on behalf of the Trust will, on the date of such exchange, exchange
Notes having a principal amount equal to a proportional amount of the aggregate
Liquidation Amount of the Outstanding Common Securities, based on the ratio of
the aggregate Liquidation Amount of the Preferred Securities exchanged pursuant
to Section 4.9(a) divided by the aggregate Liquidation Amount of the Preferred
Securities Outstanding immediately prior to such exchange, for such proportional
amount of Common Securities held by the Depositor (which contemporaneously shall
be canceled and no longer be deemed to be Outstanding); provided, that the
Depositor delivers or causes to be delivered to the Property Trustee or its
designee the required amount of Common Securities to be exchanged by 10:00 A.M.
New York time, on the Distribution Date on which such exchange is to occur.

      SECTION 4.10. Calculation Agent.

      (a) The Property Trustee shall initially, and for so long as it holds any
of the Notes, be the Calculation Agent for purposes of determining LIBOR for
each Distribution Date. The Calculation Agent may be removed by the
Administrative Trustee at any time. If the Calculation Agent is unable or
unwilling to act as such or is removed by the Administrative Trustee, the
Administrative Trustee will promptly appoint as a replacement Calculation Agent
the London office of a leading bank which is engaged in transactions in
six-month Eurodollar deposits in the international Eurodollar market and which
does not control or is not controlled by or under common control with the
Administrative Trustee or its Affiliates. The Calculation Agent may not resign
its duties without a successor having been duly appointed.

      (b) The Calculation Agent shall be required to agree that, as soon as
possible after 11:OO a.m. (London time) on each LIBOR Determination Date, but in
no event later than 11:OO a.m. (London time) on the Business Day immediately
following each LIBOR Determination Date, the Calculation Agent will calculate
the interest rate (rounded to the nearest cent, with half a cent being rounded
upwards) for the related Distribution Date, and will communicate such rate and
amount to the Depositor, Trustee, each Paying Agent and the Depositary. The
Calculation Agent will also specify to the Administrative Trustee the quotations
upon which the foregoing rates and amounts are based and, in any event, the
Calculation Agent shall notify the Administrative Trustee before 5:00 p.m.
(London time) on each LIBOR Determination Date that either: (i) it has
determined or is in the process of determining the foregoing rates and amounts
or (ii) it has not determined and is not in the process of determining the
foregoing rates and amounts, together with its reasons therefor. The Calculation
Agent's determination of the foregoing rates and amounts for any Distribution
Date will (in the absence of manifest error) be final and binding upon all
parties. For the sole purpose of calculating the interest rate for the Trust
Securities, "Business Day" shall be defined as any day on which dealings in
deposits in Dollars are transacted in the London interbank market.

      SECTION 4.11. Certain Accounting Matters.

      (a) At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept at the principal office of the Trust in
the United States, as defined for purposes of Treasury Regulations section
301.7701-7, full books of account, records and supporting documents, which shall
reflect in reasonable detail each transaction of the Trust. The


                                       22
<PAGE>

books of account shall be maintained on the accrual method of accounting, in
accordance with generally accepted accounting principles, consistently applied.

      (b) The Administrative Trustees shall, at any time during which the
Company has not timely filed its Exchange Act reports, either (i), if the
Depositor is then subject to such reporting requirements, cause each Form 10-K
and Form 10-Q prepared by the Depositor and filed with the Commission in
accordance with the Exchange Act to be delivered to each Holder, with a copy to
the Property Trustee, within thirty (30) days after the filing thereof or (ii)
cause to be prepared at the principal office of the Trust in the United States,
as defined for purposes of Treasury Regulations section 301.7701-7, and
delivered to each of the Holders, with a copy to the Property Trustee, within
ninety (90) days after the end of each Fiscal Year, annual financial statements
of the Trust, including a balance sheet of the Trust as of the end of such
Fiscal Year, and the related statements of income or loss.

      (c) The Trust shall maintain one or more bank accounts in the United
States, as defined for purposes of Treasury Regulations section 301.7701-7, in
the name and for the sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Notes held by the Property Trustee shall be
made directly to the Payment Account and no other funds of the Trust shall be
deposited in the Payment Account. The sole signatories for such accounts
(including the Payment Account) shall be designated by the Property Trustee.

                                   ARTICLE V.

                                   SECURITIES

      SECTION 5.1. Initial Ownership.

      Upon the creation of the Trust and the contribution by the Depositor
referred to in Section 2.3 and until the issuance of the Trust Securities, and
at any time during which no Trust Securities are Outstanding, the Depositor
shall be the sole beneficial owner of the Trust.

      SECTION 5.2. Authorized Trust Securities.

      The Trust shall be authorized to issue one series of Preferred Securities
having an aggregate Liquidation Amount of $10,000,000 and one series of Common
Securities having an aggregate Liquidation Amount of $310,000.

      SECTION 5.3. Issuance of the Common Securities; Subscription and Purchase
of Notes.

      On the Closing Date, an Administrative Trustee, on behalf of the Trust,
shall execute and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, evidencing an aggregate of Three
Hundred and Ten (310) Common Securities having an aggregate Liquidation Amount
of $310,000, against receipt by the Trust of the aggregate purchase price of
such Common Securities of $310,000. Contemporaneously therewith and with the
sale by the Trust to the Holders of an aggregate of Ten Thousand (10,000)
Preferred Securities having an aggregate Liquidation Amount of $1O,OOO,OOO, an
Administrative Trustee, on behalf of the Trust, shall subscribe for and purchase
from the Depositor Notes, to be


                                       23
<PAGE>

registered in the name of the Property Trustee on behalf of the Trust and having
an aggregate principal amount equal to $10,310,000, and, in satisfaction of the
purchase price for such Notes, the Property Trustee, on behalf of the Trust,
shall deliver to the Depositor the sum of $10,010,000 (being the aggregate
amount paid by the Holders for the Preferred Securities and the amount paid by
the Depositor for the Common Securities).

       SECTION 5.4. The Securities Certificates.

      (a) The Preferred Securities Certificates shall be issued in minimum
denominations of $100,000 Liquidation Amount and integral multiples of $1,000 in
excess thereof, and the Common Securities Certificates shall be issued in
minimum denominations of $10,000 Liquidation Amount and integral multiples of
$1,000 in excess thereof. The Securities Certificates shall be executed on
behalf of the Trust by manual or facsimile signature of at least one
Administrative Trustee. Securities Certificates bearing the signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign such Securities Certificates on behalf of the Trust shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Securities Certificates or did not have
such authority at the date of delivery of such Securities Certificates.

      (b) On the Closing Date, upon the written order of an authorized officer
of the Depositor, the Administrative Trustees shall cause Securities
Certificates to be executed on behalf of the Trust and delivered, without
further corporate action by the Depositor, in authorized denominations.

      (c) The Preferred Securities issued on the Original Issue Date shall be in
definitive form. Upon the election of the Holder after their original issuance,
which election need not be in writing, Preferred Securities shall be Book-Entry
Preferred Securities issued in the form of one or more Global Preferred
Securities registered in the name of the Depositary, or its nominee and
deposited with the Depositary or a custodian for the Depositary for credit by
the Depositary to the respective accounts of the Depositary Participants thereof
(or such other accounts as they may direct).

      (d) A Preferred Security shall not be valid until authenticated by the
manual signature of an Authorized Officer of the Property Trustee. Such
signature shall be conclusive evidence that the Preferred Security has been
authenticated under this Trust Agreement. Upon written order of the Trust signed
by one Administrative Trustee, the Property Trustee shall authenticate the
Preferred Securities for original issue. The Property Trustee may appoint an
authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate the Preferred Securities. A Common Security need not be so
authenticated and shall be valid upon execution by one or more Administrative
Trustees. The form of this certificate of authentication can be found in Section
5.13.

      SECTION 5.5. Rights of Holders.

      The Trust Securities shall have no preemptive or similar rights and when
issued and delivered to Holders against payment of the purchase price therefor
will be fully paid and non-


                                       24
<PAGE>

assessable by the Trust. Except as provided in Section 5.11 (b), the Holders of
the Trust Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

      SECTION 5.6. Book-Entry Preferred Securities.

      (a) No Global Preferred Security may be exchanged, in whole or in part,
for Definitive Preferred Securities Certificates, and no transfer of a Global
Preferred Security, in whole or in part, may be, registered in the name of any
Person other than the Depositary for such Global Preferred Security or a nominee
thereof unless (i) the Depositary advises the Administrative Trustees and the
Property Trustee in writing that the Depositary is no longer willing or able
properly to discharge its responsibilities with respect to the Global Preferred
Security, and no qualified successor is appointed by the Administrative Trustees
within ninety (90) days of receipt of such notice, (ii) the Depositary ceases to
be a clearing agency registered under the Exchange Act and the Administrative
Trustees fail to appoint a qualified successor within ninety (90) days of
obtaining knowledge of such event, (iii) the Administrative Trustees at their
option advise the Property Trustee in writing that the Trust elects to terminate
the book-entry system through the Depositary or (iv) a Note Event of Default has
occurred and is continuing. Upon the occurrence of any event specified in clause
(i), (ii), (iii) or (iv) above, the Administrative Trustees shall notify the
Depositary and instruct the Depositary to notify all Owners of Book-Entry
Preferred Securities, the Delaware Trustee and the Property Trustee of the
occurrence of such event and of the availability of the Definitive Preferred
Securities Certificates to Owners of the Preferred Securities requesting the
same. Upon the issuance of Definitive Preferred Securities Certificates, the
Trustees shall recognize the Holders of the Definitive Preferred Securities
Certificates as Holders.

      (b) If any Global Preferred Security is to be exchanged for Definitive
Preferred Securities Certificates or canceled in part, or if any Definitive
Preferred Securities Certificate is to be exchanged in whole or in part for any
Global Preferred Security, then either (i) such Global Preferred Security shall
be so surrendered for exchange or cancellation as provided in this Article V or
(ii) the aggregate Liquidation Amount represented by such Global Preferred
Security shall be reduced, subject to Section 5.4, or increased by an amount
equal to the Liquidation Amount represented by that portion of the Global
Preferred Security to be so exchanged or canceled, or equal to the Liquidation
Amount represented by such Definitive Preferred Securities Certificates to be so
exchanged for any Global Preferred Security, as the case may be, by means of an
appropriate adjustment made on the records of the Securities Registrar,
whereupon the Property Trustee, in accordance with the Applicable Depositary
Procedures, shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records. Upon any such surrender to the
Administrative Trustees or the Securities Registrar of any Global Preferred
Security or Securities by the Depositary, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Depositary. None of the Securities Registrar or the Trustees shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions.


                                       25
<PAGE>

      (c) Every Definitive Preferred Securities Certificate executed and
delivered upon registration or transfer of, or in exchange for or in lieu of, a
Global Preferred Security or any portion thereof shall be executed and delivered
in the form of, and shall be, a Global Preferred Security, unless such
Definitive Preferred Securities Certificate is registered in the name of a
Person other than the Depositary for such Global Preferred Security or a nominee
thereof.

      (d) The Depositary or its nominee, as registered owner of a Global
Preferred Security, shall be the Holder of such Global Preferred Security for
all purposes under this Trust Agreement and the Global Preferred Security, and
Owners with respect to a Global Preferred Security shall hold such interests
pursuant to the Applicable Depositary Procedures. The Securities Registrar and
the Trustees shall be entitled to deal with the Depositary for all purposes of
this Trust Agreement relating to the Global Preferred Securities (including the
payment of the Liquidation Amount of and Distributions on the Book-Entry
Preferred Securities represented thereby and the giving of instructions or
directions by Owners of Book-Entry Preferred Securities represented thereby and
the giving of notices) as the sole Holder of the Book-Entry Preferred Securities
represented thereby and shall have no obligations to the Owners thereof. None of
the Trustees nor the Securities Registrar shall have any liability in respect of
any transfers effected by the Depositary.

      (e) The rights of the Owners of the Book-Entry Preferred Securities shall
be exercised only through the Depositary and shall be limited to those
established by law, the Applicable Depositary Procedures and agreements between
such Owners and the Depositary and/or the Depositary Participants; provided,
solely for the purpose of determining whether the Holders of the requisite
amount of Preferred Securities have voted on any matter provided for in this
Trust Agreement, so long as Definitive Preferred Security Certificates have not
been issued pursuant to Section 5.4(a), the Trustees may conclusively rely on,
and shall be fully protected in relying on, any written instrument (including a
proxy) delivered to the Property Trustee by the Depositary setting forth the
Owners' votes or assigning the right to vote on any matter to any other Persons
either in whole or in part. Unless and until Definitive Preferred Securities
Certificates are issued pursuant to Section 5.4(a), the initial Depositary will
make book-entry transfers among the Depositary Participants and receive and
transmit payments on the Preferred Securities to such Depositary Participants,
and none of the Depositor or the Trustees shall have any responsibility or
obligation with respect thereto.

      (f) To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Preferred Securities are
represented by a Global Preferred Security, the Trustees shall give all such
notices and communications to the Depositary, and shall have no obligations to
the Owners.

      SECTION 5.7. Registration of Transfer and Exchange of Preferred Securities
Certificates.

      (a) The Property Trustee shall keep or cause to be kept, at the Corporate
Trust Office, a register or registers (the "Securities Register") in which the
registrar and transfer agent with respect to the Trust Securities (the
"Securities Registrar"), subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates and registration of transfers
and exchanges of


                                       26
<PAGE>

Preferred Securities Certificates as herein provided. The Person acting as the
Property Trustee shall at all times also be the Securities Registrar. The
provisions of Article VIII shall apply to the Property Trustee in its role as
Securities Registrar.

      (b) Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.7(f), the Administrative Trustees or any one of them shall execute by manual
or facsimile signature and deliver to the Property Trustee, and the Property
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Preferred Securities Certificates in authorized
denominations of a like aggregate Liquidation Amount as may be required by this
Trust Agreement dated the date of execution by such Administrative Trustee or
Trustees. At the option of a Holder, Preferred Securities Certificates may be
exchanged for other Preferred Securities Certificates in authorized
denominations and of a like aggregate Liquidation Amount upon surrender of the
Preferred Securities Certificate to be exchanged at the office or agency
maintained pursuant to Section 5.7(f). Whenever any Preferred Securities
Certificates are so surrendered for exchange, the Administrative Trustees or any
one of them shall execute by manual or facsimile signature and deliver to the
Property Trustee, and the Property Trustee shall authenticate and deliver, the
Preferred Securities Certificates that the Holder making the exchange is
entitled to receive.

      (c) The Securities Registrar shall not be required, (i) to issue, register
the transfer of or exchange any Preferred Security during a period beginning at
the opening of business fifteen (15) days before the day of selection for
redemption of such Preferred Securities pursuant to Article IV and ending at the
close of business on the day of mailing of the notice of redemption or (ii) to
register the transfer of or exchange any Preferred Security so selected for
redemption in whole or in part, except, in the case of any such Preferred
Security to be redeemed in part, any portion thereof not to be redeemed.

      (d) Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Securities
Registrar duly executed by the Holder or such Holder's attorney duly authorized
in writing and (i) if such Preferred Securities Certificate is being transferred
to a qualified institutional buyer ("QIB") (as defined in Rule 144 under the
Securities Act of 1933, as amended), accompanied by a certificate of the
transferor substantially in the form set forth as Exhibit E hereto or (ii) if
such Preferred Securities Certificate is being transferred otherwise than to a
QIB, accompanied by a certificate of the transferee substantially in the form
set forth as Exhibit F hereto.

      (e) No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Property Trustee on
behalf of the Trust 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.

      (f) The Administrative Trustees shall designate an office or offices or
agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange. The Depositor initially designates the
Corporate Trust Office as its office and agency for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor,


                                       27
<PAGE>

the Property Trustee and to the Holders of any change in the location of any
such office or agency.

      SECTION 5.8. Mutilated, Destroyed, Lost or Stolen Securities Certificates.

      (a) If any mutilated Securities Certificate shall be surrendered to the
Securities Registrar together with such security or indemnity as may be required
by the Securities Registrar and the Administrative Trustees to save each of them
harmless, the Administrative Trustees, or any one of them, on behalf of the
Trust, shall execute and make available for delivery in exchange therefor a new
Securities Certificate of like class, tenor and denomination.

      (b) If the Securities Registrar shall receive evidence to its satisfaction
of the destruction, loss or theft of any Securities Certificate and there shall
be delivered to the Securities Registrar and the Administrative Trustees such
security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Securities Certificate shall have been
acquired by a protected purchaser, the Administrative Trustees, or any one of
them, on behalf of the Trust, shall execute and make available for delivery,
and, with respect to Preferred Securities, the Property Trustee shall
authenticate, in exchange for or in lieu of any such destroyed, lost or stolen
Securities Certificate, a new Securities Certificate of like class, tenor and
denomination.

      (c) In connection with the issuance of any new Securities Certificate
under this Section 5.8, the Administrative Trustees or the Securities Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.

      (d) Any duplicate Securities Certificate issued pursuant to this Section
5.8 shall constitute conclusive evidence of an undivided beneficial interest in
the assets of the Trust corresponding to that evidenced by the mutilated, lost,
stolen or destroyed Securities Certificate, as if originally issued, whether or
not the lost, stolen or destroyed Securities Certificate shall be found at any
time.

      (e) If any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Depositor in its discretion may,
instead of issuing a new Security, pay such Security.

      (f) The provisions of this Section 5.8 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement of mutilated, destroyed, lost or stolen Securities Certificates.

      SECTION 5.9. Persons Deemed Holders.

      The Trustees and the Securities Registrar shall each treat the Person in
whose name any Securities Certificate shall be registered in the Securities
Register as the owner of such Securities Certificate for the purpose of
receiving Distributions and for all other purposes whatsoever, and none of the
Trustees and the Securities Registrar shall be bound by any notice to the
contrary.


                                       28
<PAGE>

      SECTION 5.10. Cancellation.

      All Preferred Securities Certificates surrendered for registration of
transfer or exchange or for payment shall, if surrendered to any Person other
than the Property Trustee, be delivered to the Property Trustee, and any such
Preferred Securities Certificates and Preferred Securities Certificates
surrendered directly to the Property Trustee for any such purpose shall be
promptly canceled by it. The Administrative Trustees may at any time deliver to
the Property Trustee for cancellation any Preferred Securities Certificates
previously delivered hereunder that the Administrative Trustees may have
acquired in any manner whatsoever, and all Preferred Securities Certificates so
delivered shall be promptly canceled by the Property Trustee. No Preferred
Securities Certificates shall be executed and delivered in lieu of or in
exchange for any Preferred Securities Certificates canceled as provided in this
Section 5.10, except as expressly permitted by this Trust Agreement. All
canceled Preferred Securities Certificates shall be disposed of by the Property
Trustee in accordance with its customary practices and the Property Trustee
shall deliver to the Administrative Trustees a certificate of such disposition.

      SECTION 5.11. Ownership of Common Securities by Depositor.

      (a) On the Closing Date, the Depositor shall acquire, and thereafter shall
retain, beneficial and record ownership of the Common Securities. Neither the
Depositor nor any successor Holder of the Common Securities may transfer less
than all the Common Securities, and the Depositor or any such successor Holder
may transfer the Common Securities only (i) in connection with a consolidation
or merger of the Depositor into another Person, or any conveyance, transfer or
lease by the Depositor of its properties and assets substantially as an entirety
to any Person (in which event such Common Securities will be transferred to such
surviving entity, transferee or lessee, as the case may be), pursuant to Section
8.1 of the Indenture or (ii) to the Depositor or an Affiliate of the Depositor,
in each such case in compliance with applicable law (including the Securities
Act, and applicable state securities and blue sky laws). To the fullest extent
permitted by law, any attempted transfer of the Common Securities other than as
set forth in the immediately preceding sentence shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating substantially "THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE
TRUST AGREEMENT."

      (b) Any Holder of the Common Securities shall be liable for the debts and
obligations of the Trust in the manner and to the extent set forth with respect
to the Depositor and agrees that it shall be subject to all liabilities to which
the Depositor may be subject and, prior to becoming such a Holder, shall deliver
to the Administrative Trustees an instrument of assumption satisfactory to such
Trustees.

      SECTION 5.12. Restricted Legends.

      (a) Each Preferred Security Certificate shall bear a legend in
substantially the following form:


                                       29
<PAGE>

      "THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
      ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH PREFERRED SECURITIES
      OR ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
      IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
      EACH PURCHASER OF ANY PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE
      SELLER OF THE PREFERRED SECURITIES MAY BE RELYING ON THE EXEMPTION FROM
      THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
      UNDER THE SECURITIES ACT.

      THE HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE
      AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH
      PREFERRED SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY
      (I) TO THE TRUST, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
      A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
      (III) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
      SUBPARAGRAPH (a) (1) (2) (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
      THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
      AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO,
      OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
      THE SECURITIES ACT, (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OR (V) PURSUANT TO AN EXEMPTION FROM THE
      SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION AND, IN THE CASE OF (III) OR (V), SUBJECT TO THE RIGHT OF THE
      TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL AND OTHER
      INFORMATION SATISFACTORY TO EACH OF THEM AND (B) THE HOLDER WILL NOTIFY
      ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE
      RESTRICTIONS REFERRED TO IN (A) ABOVE.

      THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
      BLOCKS HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.
      ANY ATTEMPTED TRANSFER OF PREFERRED SECURITIES, OR ANY INTEREST THEREIN,
      IN A BLOCK HAVING AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000
      AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND
      OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE
      DEEMED NOT TO BE THE HOLDER OF SUCH PREFERRED SECURITIES FOR ANY PURPOSE,
      INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST ON
      SUCH PREFERRED SECURITIES, OR ANY INTEREST THEREIN, AND SUCH


                                       30
<PAGE>

      PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN
      SUCH PREFERRED SECURITIES.

      THE HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE
      HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
      EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR
      ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN
      ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY
      PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF
      ANY PLAN MAY ACQUIRE OR HOLD THIS PREFERRED SECURITY OR ANY INTEREST
      THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE
      RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
      CLASS EXEMPTION 96-23,95-60,91-38,90-l OR 84-14 OR ANOTHER APPLICABLE
      EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY, OR ANY INTEREST
      THEREIN, IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
      CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF
      THE PREFERRED SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
      REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT
      AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A
      PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER
      PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER
      PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO
      FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A
      PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
      CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
      EXEMPTION.

      THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES
      OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
      INSURANCE CORPORATION (THE "FDIC")."

      (b) The above legend shall not be removed from any of the Preferred
Securities Certificates unless there is delivered to the Property Trustee and
the Depositor satisfactory evidence, which may include an opinion of counsel, as
may be reasonably required to ensure that any future transfers thereof may be
made without restriction under the provisions of the Securities Act and other
applicable law. Upon provision of such satisfactory evidence, one or more of the
Administrative Trustees on behalf of the Trust shall execute and deliver to the
Property Trustee, and the Property Trustee shall deliver, at the written
direction of the Administrative Trustees and the Depositor, Preferred Securities
Certificates that do not bear the legend.


                                       31
<PAGE>

      SECTION 5.13. Form of Certificate of Authentication.

      The Property Trustee's certificate of authentication shall be in
substantially the following form:

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

Dated:                              The Bank of New York, not in its individual
                                    capacity, but solely as Property Trustee

                                    By:
                                       -----------------------------------------
                                           Authorized officer

                                   ARTICLE VI.

                        MEETINGS; VOTING; ACTS OF HOLDERS

      SECTION 6.1. Notice of Meetings.

      Notice of all meetings of the Holders of the Preferred Securities, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 10.8 to each Holder of Preferred Securities, at such
Holder's registered address, at least fifteen (15) days and not more than
ninety (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 6.2. Meetings of Holders of the Preferred Securities.

      (a) No annual meeting of Holders is required to be held. The Property
Trustee, however, shall call a meeting of the Holders of the Preferred
Securities to vote on any matter upon the written request of the Holders of at
least twenty five percent (25%) in aggregate Liquidation Amount of the
Outstanding Preferred Securities and the Administrative Trustees or the Property
Trustee may, at any time in their discretion, call a meeting of the Holders of
the Preferred Securities to vote on any matters as to which such Holders are
entitled to vote.

      (b) The Holders of at least a Majority in Liquidation Amount of the
Preferred Securities, present in person or by proxy, shall constitute a quorum
at any meeting of the Holders of the Preferred Securities.

      (c) If a quorum is present at a meeting, an affirmative vote by the
Holders present, in person or by proxy, holding Preferred Securities
representing at least a Majority in Liquidation Amount of the Preferred
Securities held by the Holders present, either in person or by proxy, at such
meeting shall constitute the action of the Holders of the Preferred Securities,
unless this Trust Agreement requires a lesser or greater number of affirmative
votes.


                                       32
<PAGE>

      SECTION 6.3. Voting Rights.

      Holders shall be entitled to one vote for each $10,000 of Liquidation
Amount represented by their Outstanding Trust Securities in respect of any
matter as to which such Holders are entitled to vote.

      SECTION 6.4. Proxies, Etc.

      At any meeting of Holders, any Holder entitled to vote thereat may vote by
proxy, provided, that no proxy shall be voted at any meeting unless it shall
have been placed on file with the Administrative Trustees, or with such other
officer or agent of the Trust as the Administrative Trustees may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of the Property Trustee, proxies may be solicited in the name of the
Property Trustee or one or more officers of the Property Trustee. Only Holders
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 Holder shall be deemed valid unless challenged at or prior
to its exercise, and the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of
execution.

      SECTION 6.5. Holder Action by Written Consent.

      Any action that may be taken by Holders at a meeting may be taken without
a meeting and without prior notice if Holders holding at least a Majority in
Liquidation Amount of all Preferred Securities entitled to vote in respect of
such action (or such lesser or greater proportion thereof as shall be required
by any other provision of this Trust Agreement) shall consent to the action in
writing; provided, that notice of such action is promptly provided to the
Holders of Preferred Securities that did not consent to such action. Any action
that may be taken by the Holders of all the Common Securities may be taken
without a meeting and without prior notice if such Holders shall consent to the
action in writing.

      SECTION 6.6. Record Date for Voting and Other Purposes.

      Except as provided in Section 6.10(a), for the purposes of determining
the Holders who are entitled to notice of and to vote at any meeting or to act
by written consent, or to participate in any distribution on the Trust
Securities in respect of which a record date is not otherwise provided for in
this Trust Agreement, or for the purpose of any other action, the Administrative
Trustees may from time to time fix a date, not more than ninety (90) days prior
to the date of any meeting of Holders or the payment of a Distribution or other
action, as the case may be, as a record date for the determination of the
identity of the Holders of record for such purposes.

      SECTION 6.7. Acts of Holders.

      (a) 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 Holders may


                                       33
<PAGE>

be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent thereof duly appointed in
writing; and, except as otherwise expressly provided herein, such action shall
become effective when such instrument or instruments are delivered to an
Administrative Trustee. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders 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 conclusive in favor of the Trustees,
if made in the manner provided in this Section 6.7.

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

      (c) The ownership of Trust Securities shall be proved by the Securities
Register.

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Trust Security shall bind every future Holder
of the same Trust Security and the Holder 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, the
Administrative Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

      (e) Without limiting the foregoing, a Holder 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.

      (f) If any dispute shall arise among the Holders or the Trustees with
respect to the authenticity, validity or binding nature of any request, demand,
authorization, direction, notice, consent, waiver or other Act of such Holder 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 6.8. Inspection of Records.

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


                                       34
<PAGE>

      SECTION 6.9. Limitations on Voting Rights.

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

      (b) So long as any Notes are held by the Property Trustee on behalf of the
Trust, the Property Trustee shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Note Trustee, or
exercise any trust or power conferred on the Property Trustee with respect to
the Notes, (ii) waive any past default that may be waived under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Notes shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or the Notes, where such
consent shall be required, without, in each case, obtaining the prior approval
of the Holders of at least a Majority in Liquidation Amount of the Preferred
Securities; provided, that where a consent under the Indenture would require the
consent of each holder of Notes (or each Holder of Preferred Securities)
affected thereby, no such consent shall be given by the Property Trustee without
the prior written consent of each Holder of Preferred Securities. The Property
Trustee shall not revoke any action previously authorized or approved by a vote
of the Holders of the Preferred Securities, except by a subsequent vote of the
Holders of the Preferred Securities. 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 such
action shall not cause the Trust to be taxable as a corporation or classified as
other than a grantor trust for United States federal income tax purposes.

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

      SECTION 6.10. Acceleration of Maturity; Rescission of Annulment; Waivers
of Past Defaults.

      (a) For so long as any Preferred Securities remain Outstanding, if, upon a
Note Event of Default, the Note Trustee fails or the holders of not less than
twenty five percent (25%) in principal amount of the outstanding Notes fail to
declare the principal of all of the Notes to be


                                       35
<PAGE>

immediately due and payable, the Holders of at least twenty five percent (25%)
in Liquidation Amount of the Preferred Securities then Outstanding shall have
the right to make such declaration by a notice in writing to the Property
Trustee, the Depositor and the Note Trustee. At any time after a declaration of
acceleration with respect to the Notes has been made and before a judgment or
decree for payment of the money due has been obtained by the Note Trustee as
provided in the Indenture, the Holders of at least a Majority in Liquidation
Amount of the Preferred Securities, by written notice to the Property Trustee,
the Depositor and the Note Trustee, may rescind and annul such declaration and
its consequences if:

            (i) the Depositor has paid or deposited with the Note Trustee a sum
      sufficient to pay:

                  (A) all overdue installments of interest on all of the Notes;

                  (B) any accrued Additional Interest on all of the Notes;

                  (C) the principal of and any premium on any Notes that have
            become due otherwise than by such declaration of acceleration and
            interest and Additional Interest thereon at the rate borne by the
            Notes; and

                  (D) all sums paid or advanced by the Note Trustee under the
            Indenture and the reasonable compensation, expenses, disbursements
            and advances of the Note Trustee, the Property Trustee and their
            agents and counsel; and

            (ii) all Note Events of Default, other than the non-payment of the
      principal of the Notes that has become due solely by such acceleration,
      have been cured or waived as provided in Section 5.13 of the Indenture.

      Upon receipt by the Property Trustee of written notice requesting such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Preferred Securities, a record date shall be established for determining Holders
of Outstanding Preferred Securities entitled to join in such notice, which
record date shall be at the close of business on the day the Property Trustee
receives such notice. The Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in such notice,
whether or not such Holders remain Holders after such record date; provided,
that, unless such declaration of acceleration, or rescission and annulment, as
the case may be, shall have become effective by virtue of the requisite
percentage having joined in such notice prior to the day that is ninety (90)
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such ninety (90)-day period, a new written notice of
declaration of acceleration, or rescission and annulment thereof, as the case
may be, that is identical to a written notice that has been canceled pursuant to
the proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 6.10(a).

      (b) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Note Event of Default specified in paragraph (a) or
(b) of Section 5.1 of the Indenture, any Holder of


                                       36
<PAGE>

Preferred Securities shall have the right to institute a proceeding directly
against the Depositor, pursuant to Section 5.8 of the Indenture, for enforcement
of payment to such Holder of any amounts payable in respect of Notes having an
aggregate principal amount equal to the aggregate Liquidation Amount of the
Preferred Securities of such Holder. Except as set forth in Section 6.10(a) and
this Section 6.10(b), the Holders of Preferred Securities shall have no right
to exercise directly any right or remedy available to the holders of, or in
respect of, the Notes.

      (c) Notwithstanding paragraphs (a) and (b) of this Section 6.10, the
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
may, on behalf of the Holders of all the Preferred Securities, waive any Note
Event of Default, except any Note Event of Default arising from the failure to
pay any principal of or any premium or interest on (including any Additional
Interest) the Notes (unless such Note Event of Default has been cured and a sum
sufficient to pay all matured installments of interest and all principal and
premium on all Notes due otherwise than by acceleration has been deposited with
the Note Trustee) or a Note Event of Default in respect of a covenant or
provision that under the Indenture cannot be modified or amended without the
consent of the holder of each outstanding Note. Upon any such waiver, such Note
Event of Default shall cease to exist and any Note Event of Default arising
therefrom shall be deemed to have been cured for every purpose of the Indenture;
but no such waiver shall affect any subsequent Note Event of Default or impair
any right consequent thereon.

      (d) Notwithstanding paragraphs (a) and (b) of this Section 6.10, the
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
may, on behalf of the Holders of all the Preferred Securities, waive any past
Event of Default and its consequences. Upon such waiver, any such Event of
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured, for every purpose of this Trust Agreement, but no
such waiver shall extend to any subsequent or other Event of Default or impair
any right consequent thereon.

      (e) The Holders of a Majority in Liquidation Amount of the Preferred
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee in
respect of this Trust Agreement or the Notes or exercising any trust or power
conferred upon the Property Trustee under this Trust Agreement; provided, that,
subject to Sections 8.5 and 8.7, the Property Trustee shall have the right to
decline to follow any such direction if the Property Trustee being advised by
counsel determines that the action so directed may not lawfully be taken, or if
the Property Trustee in good faith shall, by an officer or officers of the
Property Trustee, determine that the proceedings so directed would be illegal or
involve it in personal liability or be unduly prejudicial to the rights of
Holders not party to such direction, and provided, further, that nothing in this
Trust Agreement shall impair the right of the Property Trustee to take any
action deemed proper by the Property Trustee and which is not inconsistent with
such direction.


                                       37
<PAGE>

                                  ARTICLE VII.

                         REPRESENTATIONS AND WARRANTIES

      SECTION 7.1. Representations and Warranties of the Property Trustee and
the Delaware Trustee.

      The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Holders that:

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

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

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

            (d) 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;

            (e) this Trust Agreement has been duly authorized, executed and
      delivered by the Property Trustee and the Delaware Trustee and constitutes
      the legal, valid and binding agreement of each of the Property Trustee and
      the Delaware Trustee enforceable against each of them in accordance with
      its terms, subject to applicable bankruptcy, insolvency and similar laws
      affecting creditors' rights generally and to general principles of equity;

            (f) the execution, delivery and performance of this Trust Agreement
      have been duly authorized by all necessary corporate or other action on
      the part of the Property Trustee and the Delaware Trustee and do not
      require any approval of stockholders of the Property Trustee and the
      Delaware Trustee and such execution, delivery and performance will not (i)
      violate the Articles of Association or By-laws of the Property Trustee or
      the Delaware Trustee or (ii) violate any applicable law, governmental rule
      or regulation of the United States or the State of Delaware, as the case
      may be, governing the banking, trust or general powers of the Property
      Trustee or the Delaware Trustee or any order, judgment or decree
      applicable to the Property Trustee or the Delaware Trustee;

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


                                       38
<PAGE>

      any existing law of the United States or the State of Delaware governing
      the banking, trust or general powers of the Property Trustee or the
      Delaware Trustee, as the case may be; and

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

      SECTION 7.2. Representations and Warranties of Depositor.

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

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

            (b) the Depositor 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 Depositor and constitutes the legal, valid and binding
      agreement of the Depositor enforceable against the Depositor in accordance
      with its terms, subject to applicable bankruptcy, insolvency and similar
      laws affecting creditors' rights generally and to general principles of
      equity;

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

            (e) the execution, delivery and performance of this Trust Agreement
      have been duly authorized by all necessary corporate or other action on
      the part of the Depositor and do not require any approval of stockholders
      of the Depositor and such execution, delivery and performance will not (i)
      violate the articles or certificate of incorporation or by-laws (or other
      organizational documents) of the Depositor or (ii) violate any applicable
      law, governmental rule or regulation governing the Depositor or any
      material portion of its property or any order, judgment or decree
      applicable to the Depositor or any material portion of its property;

            (f) neither the authorization, execution or delivery by the
      Depositor of this Trust Agreement nor the consummation of any of the
      transactions by the Depositor contemplated herein requires the consent or
      approval of, the giving of notice to, the


                                       39
<PAGE>

registration with or the taking of any other action with respect to any
governmental authority or agency under any existing law governing the Depositor
or any material portion of its property; and

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

                                  ARTICLE VIII.

                                  THE TRUSTEES

      SECTION 8.1. Number of Trustees.

      The number of Trustees shall be five (5), provided, that the Property
Trustee and the Delaware Trustee may be the same Person, in which case the
number of Trustees shall be four (4). The number of Trustees may be increased or
decreased by Act of the Holder of the Common Securities subject to Sections
8.2, 8.3, and 8.4. The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of an Trustee shall not operate
to annul, dissolve or terminate the Trust.

      SECTION 8.2. Property Trustee Required.

      There shall at all times be a Property Trustee hereunder with respect to
the Trust Securities. The Property Trustee shall be a corporation organized and
doing business under the laws of the United States or of any state thereof,
authorized to exercise corporate trust powers, having a combined capital and
surplus of at least fifty million dollars ($50,000,000), subject to supervision
or examination by federal or state authority and having an office within the
United States. 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 8.2, 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 shall cease to be eligible in accordance with the
provisions of this Section 8.2, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article VIII.

      SECTION 8.3. Delaware Trustee Required.

      (a) If required by the Delaware Business Trust Act, 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 that has its
principal place of business in the State of Delaware, otherwise meets the
requirements of applicable Delaware law and shall act through one or more
persons authorized to bind such entity. If at any time the Delaware Trustee
shall cease to be eligible in accordance


                                       40
<PAGE>

with the provisions of this Section 8.3, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article VIII.

      (b) 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 and for taking such actions as are required to be taken by a Delaware
trustee under the Delaware Business Trust Act. The duties (including fiduciary
duties), liabilities and obligations of the Delaware Trustee shall be limited to
(a) accepting legal process served on the Trust in the State of Delaware and (b)
the execution of any certificates required to be filed with the Secretary of
State of the State of Delaware that the Delaware Trustee is required to execute
under Section 3811 of the Delaware Business Trust Act and there shall be no
other duties (including fiduciary duties) or obligations, express or implied, at
law or in equity, of the Delaware Trustee.

      SECTION 8.4. Appointment of Administrative Trustees.

      (a) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind that
entity. Each of the individuals identified as an "Administrative Trustee" in the
preamble of this Trust Agreement hereby accepts his or her appointment as such.

      (b) Except where a requirement for action by a specific number of
Administrative Trustees is expressly set forth in this Trust Agreement, any act
required or permitted to be taken by, and any power of the Administrative
Trustees may be exercised by, or with the consent of, any one such
Administrative Trustee. Whenever a vacancy in the number of Administrative
Trustees shall occur, until such vacancy is filed by the appointment of an
Administrative Trustee in accordance with Section 8.11, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Trust 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 8.5. Duties and Responsibilities of the Trustees.

      (a) The rights, immunities, duties and responsibilities of the Trustees
shall be as provided by this Trust Agreement and there shall be no other duties
(including fiduciary duties) or obligations, express or implied, at law or in
equity, of the Trustees; provided, however, that if an Event of Default known to
the Property Trustee has occurred and is continuing, the Property Trustee shall,
prior to the receipt of directions, if any, from the Holders of at least a
Majority in Liquidation Amount of the Preferred Securities, exercise such of the
rights and powers vested in it by the Indenture, and use the same degree of care
and skill in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs. 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 or their rights or


                                       41
<PAGE>

powers, if it or they shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. Whether or not herein 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 8.5. To the extent that, at law or in equity, a
Trustee has duties and liabilities relating to the Trust or to the Holders, such
Trustee shall not be liable to the Trust or to any Holder for such Trustee's
good faith reliance on the provisions of this Trust Agreement. The provisions of
this Trust Agreement, to the extent that they restrict the duties and
liabilities of the Trustees otherwise existing at law or in equity, are agreed
by the Depositor and the Holders to replace such other duties and liabilities of
the Trustees.

      (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.5(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement.

      (c) No provisions of this Trust Agreement shall be construed to relieve
the Property Trustee from liability with respect to matters that are within the
authority of the Property Trustee under this Trust Agreement for its own
negligent action, negligent failure to act or willful misconduct, except that:

            (i) the Property Trustee shall not be liable for any error or
      judgment made in good faith by an authorized officer of the Property
      Trustee, unless it shall be proved that the Property Trustee was negligent
      in ascertaining the pertinent facts;

            (ii) the Property Trustee shall not be liable with respect to any
      action taken or omitted to be taken by it in good faith in accordance with
      the direction of the Holders of at least a Majority in Liquidation Amount
      of the Preferred Securities relating to the time, method and place of
      conducting any proceeding for any remedy available to the Property Trustee
      hereunder or under the Indenture, or exercising any trust or power
      conferred upon the Property Trustee under this Trust Agreement;

            (iii) the Property Trustee's sole duty with respect to the custody,
      safe keeping and physical preservation of the Notes and the Payment
      Account shall be to deal with such Property in a similar manner as the
      Property Trustee deals with similar property for its own account, subject
      to the protections and limitations on liability afforded to the Property
      Trustee under this Trust Agreement;

            (iv) the Property Trustee shall not be liable for any interest on
      any money received by it except as it may otherwise agree with the
      Depositor; and money held by the Property Trustee need not be segregated
      from other funds held by it except in relation


                                       42
<PAGE>

      to the Payment Account maintained by the Property Trustee pursuant to
      Section 3.1 and except to the extent otherwise required by law; and

            (v) 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 any other Trustee or
      the Depositor.

      SECTION 8.6. Notices of Defaults and Extensions.

      (a) Within ninety (90) days after the occurrence of a default actually
known to the Property Trustee, the Property Trustee shall transmit notice of
such default to the Holders, the Administrative Trustees and the Depositor,
unless such default shall have been cured or waived; provided, that, except in
the case of a default in the payment of the principal of or any premium or
interest (including any Additional Interest) on any Trust Security, the Property
Trustee shall be fully protected in withholding such notice if and so long as
the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Property Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Trust Securities. For the purpose of this Section 8.6, the term
"default" means any event that is, or after notice or lapse of time or both
would become, an Event of Default.

      (b) Within five (5) Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the Notes
pursuant to the Indenture, the Property Trustee shall transmit, in the manner
and to the extent provided in Section 10.8, notice of such exercise to the
Holders and the Administrative Trustees, unless such exercise shall have been
revoked.

      (c) The Property Trustee shall not be deemed to have knowledge of any
Event of Default unless the Property Trustee shall have received written notice
thereof from the Depositor, any Administrative Trustee or any Holder or unless
an officer of the Property Trustee charged with the administration of this Trust
Agreement shall have obtained actual knowledge of such Event of Default.

      (d) The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of default received with respect to the Notes.

      SECTION 8.7. Certain Rights of Property Trustee.

      Subject to the provisions of Section 8.5:

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


                                       43
<PAGE>

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

            (c) any direction or act of the Depositor contemplated by this Trust
      Agreement shall be sufficiently evidenced by an Officers' Certificate
      unless otherwise expressly provided herein;

            (d) any direction or act of an Administrative Trustee contemplated
      by this Trust Agreement shall be sufficiently evidenced by a certificate
      executed by such Administrative Trustee and setting forth such direction
      or act;

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

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

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


                                       44
<PAGE>

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

            (i) the Property Trustee may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      its agents, attorneys, custodians or nominees and the Property Trustee
      shall not be responsible for any negligence or misconduct on the part of
      any such agent, attorney, custodian or nominee appointed with due care by
      it hereunder;

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

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

            (l) without prejudice to any other rights available to the Property
      Trustee under applicable law, when the Property Trustee incurs expenses or
      renders services in connection with a Bankruptcy Event, such expenses
      (including legal fees and expenses of its agents and counsel) and the
      compensation for such services are intended to constitute expenses of
      administration under any bankruptcy law or law relating to creditors
      rights generally; and

            (m) 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 or bad faith on its part, request and rely
      on an Officers' Certificate which, upon receipt of such request, shall be
      promptly delivered by the Depositor.

      No provision of this Trust Agreement shall be deemed to impose any duty or
obligation on any 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 such


                                       45
<PAGE>

Person 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.

      SECTION 8.8. Delegation of Power.

      Any Trustee may, by power of attorney consistent with applicable law,
delegate to any other natural person over the age of 21 its, his or her power
for the purpose of executing any documents contemplated in Section 2.5. The
Trustees shall have power to delegate from time to time to such of their number
or to the Depositor the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient, to the extent such delegation is
not prohibited by applicable law or contrary to the provisions of this Trust
Agreement.

      SECTION 8.9. May Hold Securities.

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

      SECTION 8.10. Compensation; Reimbursement; Indemnity.

      The Depositor agrees:

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

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

            (c) to the fullest extent permitted by applicable law, to indemnify
      and hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee,
      (iii) any officer, director, shareholder, employee, representative or
      agent of any Trustee or any Affiliate of any Trustee and (iv) any employee
      or agent of the Trust (referred to herein as an "Indemmfied Person") from
      and against any loss, damage, liability, tax (other than income, franchise
      or other taxes imposed on amounts paid pursuant to Section 8.1O(a) or (b)
      hereof), penalty, expense or claim of any kind or nature whatsoever
      incurred without negligence, bad faith or willful misconduct on its part,
      arising out of or in connection with the acceptance or administration of
      the Trust hereunder, including the advancement of funds to cover 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.


                                       46
<PAGE>

      The Trust shall have no payment, reimbursement or indemnity obligations to
the Trustees under this Section 8.10. The provisions of this Section 8.10 shall
survive the termination of this Trust Agreement and the earlier removal or
resignation of any Trustee.

      No Trustee may claim any Lien on any Trust Property whether before or
after termination of the Trust as a result of any amount due pursuant to this
Section 8.10.

      In no event shall the Property Trustee and the Delaware Trustee be liable
for any indirect, special, punitive or consequential loss or damage of any kind
whatsoever, including, but not limited to, lost profits, even if the Trustee has
been advised of the likelihood of such loss or damage and regardless of the form
of action.

      In no event shall the Property Trustee and the Delaware Trustee be liable
for any failure or delay in the performance of its obligations hereunder because
of circumstances beyond its control, including, but not limited to, acts of God,
flood, war (whether declared or undeclared), terrorism, fire, riot, embargo,
government action, including any laws, ordinances, regulations, governmental
action or the like which delay, restrict or prohibit the providing of the
services contemplated by this Trust Agreement.

      SECTION 8.11. Resignation and Removal; Appointment of Successor.

      (a) No resignation or removal of any Trustee and no appointment of a
successor Trustee pursuant to this Article VIII shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 8.12.

       (b) A Trustee may resign at any time by giving written notice thereof to
 the Depositor and, in the case of the Property Trustee and the Delaware
 Trustee, to the Holders.

      (c) Unless an Event of Default shall have occurred and be continuing, the
Property Trustee or the Delaware Trustee, or both of them, may be removed (with
or without cause) at any time by Act of the Holder of Common Securities. If an
Event of Default shall have occurred and be continuing, the Property Trustee or
the Delaware Trustee, or both of them, may be removed (with or without cause) at
such time by Act of the Holders of at least a Majority in Liquidation Amount of
the Preferred Securities, delivered to the removed Trustee (in its individual
capacity and on behalf of the Trust). An Administrative Trustee may be removed
(with or without cause) only by Act of the Holder of the Common Securities at
any time.

      (d) If any Trustee shall resign, be removed or become incapable of acting
as Trustee, or if a vacancy shall occur in the office of any Trustee for any
reason, at a time when no Event of Default shall have occurred and be
continuing, the Holder of the Common Securities, by Act of the Holder of the
Common Securities, shall promptly appoint a successor Trustee or Trustees, and
such successor Trustee and the retiring Trustee shall comply with the applicable
requirements of Section 8.12. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when an
Event of Default shall have occurred and be continuing, the Holders of the
Preferred Securities, by Act of the Holders of a Majority in Liquidation Amount
of the Preferred Securities, shall promptly appoint a successor Property Trustee
or Delaware Trustee, and such successor Property Trustee or Delaware Trustee and
the


                                       47
<PAGE>

retiring Property Trustee or Delaware Trustee shall comply with the applicable
requirements of Section 8.12. If an Administrative Trustee shall resign, be
removed or become incapable of acting as Administrative Trustee, at a time when
an Event of Default shall have occurred and be continuing, the Holder of the
Common Securities by Act of the Holder of Common Securities shall promptly
appoint a successor Administrative Trustee and such successor Administrative
Trustee and the retiring Administrative Trustee shall comply with the applicable
requirements of Section 8.12. If no successor Trustee shall have been so
appointed by the Holder of the Common Securities or Holders of the Preferred
Securities, as the case may be, and accepted appointment in the manner required
by Section 8.12 within thirty (30) days after the giving of a notice of
resignation by a Trustee, the removal of a Trustee, or a Trustee becoming
incapable of acting as such Trustee, any Holder who has been a Holder of
Preferred Securities for at least six (6) months may, on behalf of himself and
all others similarly situated, and any resigning Trustee may, in each case, at
the expense of the Depositor, petition any court of competent jurisdiction for
the appointment of a successor Trustee.

      (e) The Depositor shall give notice of each resignation and each removal
of the Property Trustee or the Delaware Trustee and each appointment of a
successor Property Trustee or Delaware Trustee to all Holders in the manner
provided in Section 10.8. Each notice shall include the name of the successor
Property Trustee or Delaware Trustee and the address of its Corporate Trust
Office if it is the Property Trustee.

      (f) Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Holder of Common
Securities, incompetent or incapacitated, the vacancy created by such death,
incompetence or incapacity may be filed by (i) the unanimous act of the
remaining Administrative Trustees if there are at least two of them or (ii)
otherwise by the Holder of the Common Securities (with the successor in each
case being a Person who satisfies the eligibility requirement for Administrative
Trustees or Delaware Trustee, as the case may be, set forth in Sections 8.3 and
8.4).

      (g) Upon the appointment of a successor Delaware Trustee, such successor
Delaware Trustee shall file a Certificate of Amendment to the Certificate of
Trust in accordance with Section 3810 of the Delaware Business Trust Act.

      SECTION 8.12. Acceptance of Appointment by Successor.

      (a) In case of the appointment hereunder of a successor Trustee, each
successor Trustee shall execute and deliver to the Depositor and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and each such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Trust or any successor Trustee such retiring Trustee
shall, upon payment of its charges, duly assign, transfer and deliver to such
successor Trustee all Trust Property, all proceeds thereof and money held by
such retiring Trustee hereunder with respect to the Trust Securities and the
Trust.


                                       48
<PAGE>

      (b) Upon request of any such successor Trustee, the Trust (or the retiring
Trustee if requested by the Depositor) shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in the preceding paragraph.

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

      SECTION 8.13. Merger, Conversion, Consolidation or Succession to Business.

      Any Person into which the Property Trustee or the Delaware Trustee 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 Trustee
shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of such Trustee, shall be the successor of such Trustee
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, provided, that such Person shall be
otherwise qualified and eligible under this Article VIII.

      SECTION 8.14. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities Certificates shall be
taken as the statements of the Trust and the Depositor, and the Trustees do not
assume any responsibility for their correctness. The Trustees make no
representations as to the title to, or value or condition of, the property of
the Trust or any part thereof, nor as to the validity or sufficiency of this
Trust Agreement, the Notes or the Trust Securities. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Notes.

      SECTION 8.15. Property Trustee May File Proofs of Claim.

      (a) In case of any Bankruptcy Event (or event that with the passage of
time would become a Bankruptcy Event) relative to the Trust or any other obligor
upon the Trust Securities or the property of the Trust or of such other obligor
or their creditors, the Property Trustee (irrespective of whether any
Distributions on the Trust Securities shall then be due and payable and
irrespective of whether the Property Trustee shall have made any demand on the
Trust for the payment of any past due Distributions) shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

            (i) to file and prove a claim for the whole amount of any
      Distributions owing and unpaid in respect of the Trust Securities and to
      file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Property Trustee (including any claim for
      the reasonable compensation, expenses, disbursements and advances of the
      Property Trustee, its agents and counsel) and of the Holders allowed in
      such judicial proceeding; and

            (ii) to collect and receive any monies or other property payable or
      deliverable on any such claims and to distribute the same;


                                       49
<PAGE>

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such proceeding is hereby authorized by each
Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee first any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel, and any other amounts due the Property Trustee.

      (b) Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or compensation affecting
the Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

      SECTION 8.16. Reports to and from the Property Trustee.

      (a) The Depositor and the Administrative Trustees shall deliver to the
Property Trustee, not later than forty five (45) days after the end of each of
the first three fiscal quarters of the Company and not later than ninety (90)
days after the end of each fiscal year of the Trust ending after the date of
this Trust Agreement, an Officers' Certificate covering the preceding fiscal
period, stating whether or not to the knowledge of the signers thereof the
Depositor and the Trust are in default in the performance or observance of any
of the terms, provisions and conditions of this Trust Agreement (without regard
to any period of grace or requirement of notice provided hereunder) and, if the
Depositor or the Trust shall be in default, specifying all such defaults and the
nature and status thereof of which they have knowledge.

      (b) The Property Trustee shall obtain all reports, certificate and
information, which it is entitled to obtain under each of the Operative
Documents, and deliver to the Holders all such reports, certificate or
information promptly upon receipt thereof.

                                   ARTICLE IX.

                       TERMINATION, LIQUIDATION AND MERGER

      SECTION 9.1. Dissolution Upon Expiration Date.

      Unless earlier dissolved, the Trust shall automatically dissolve on July
30, 2037 (the "Expiration Date"), and the Trust Property shall be liquidated in
accordance with Section 9.4.

      SECTION 9.2. Early Termination.

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

            (a) the occurrence of a Bankruptcy Event in respect of, or the
      dissolution or liquidation of, the Depositor, in its capacity as the
      Holder of the Common Securities, unless the Depositor shall have
      transferred the Common Securities as provided by


                                       50
<PAGE>

      Section 5.11, in which case this provision shall refer instead to any such
      successor Holder of the Common Securities;

            (b) the written direction to the Property Trustee from the Holder of
      the Common Securities at any time to dissolve the Trust and, after
      satisfaction of any liabilities of the Trust as required by applicable
      law, to distribute the Notes to Holders in exchange for the Preferred
      Securities (which direction is optional and wholly within the discretion
      of the Holder of the Common Securities), provided, that the Holder of the
      Common Securities shall have received the prior approval of the Federal
      Reserve Board if then required;

            (c) the redemption of all of the Preferred Securities in connection
      with the payment at maturity or redemption of all the Notes; and

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

      SECTION 9.3. Termination.

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

      SECTION 9.4. Liquidation.

      (a) If an Early Termination Event specified in Section 9.2(a), (b) or (d)
occurs or upon the Expiration Date, the Trust shall be liquidated by the
Property Trustee as expeditiously as the Property Trustee shall determine to be
possible by distributing, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, to each Holder a Like Amount of Notes,
subject to Section 9.4(d). Notice of liquidation shall be given by the Property
Trustee not less than thirty (30) nor more than sixty (60) days prior to the
Liquidation Date to each Holder of Trust Securities at such Holder's address
appearing in the Securities Register. All such 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 (subject to
      Section 9.4(d)) any Securities Certificates not surrendered for exchange
      will be deemed to represent a Like Amount of Notes; and

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


                                       51
<PAGE>


      (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Trust and distribution of the Notes to Holders, the Property
Trustee, either itself acting as exchange agent or through the appointment of a
separate exchange agent, shall establish a record date for such distribution
(which shall not be more than forty five (45) days prior to the Liquidation Date
nor prior to the date on which notice of such liquidation is given to the
Holders) and establish such procedures as it shall deem appropriate to effect
the distribution of Notes in exchange for the Outstanding Securities
Certificates.

      (e) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Notes will be issued to Holders of
Securities Certificates, upon surrender of such Certificates to the exchange
agent for exchange, (iii) the Depositor shall use its best efforts to have the
Notes listed on the New York Stock Exchange or on such other exchange,
interdealer quotation system or self-regulatory organization on which the
Preferred Securities are then listed, if any, (iv) Securities Certificates not
so surrendered for exchange will be deemed to represent a Like Amount of Notes
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on such Securities Certificates until such certificates are
so surrendered (and until such certificates are so surrendered, no payments of
interest or principal will be made to Holders of Securities Certificates with
respect to such Notes) and (v) all rights of Holders holding Trust Securities
will cease, except the right of such Holders to receive Notes upon surrender of
Securities Certificates.

      (f) Notwithstanding the other provisions of this Section 9.4, if
distribution of the Notes in the manner provided herein is determined by the
Property Trustee not to be permitted or practical, the Trust Property shall be
liquidated, and the Trust shall be wound up by the Property Trustee in such
manner as the Property Trustee determines. In such event, Holders will be
entitled to receive out of the assets of the Trust available for distribution to
Holders, after satisfaction of liabilities to creditors of the Trust as provided
by applicable law, an amount equal to the Liquidation Amount per Trust Security
plus accumulated and unpaid Distributions thereon to the date of payment (such
amount being the "Liquidation Distribution"). If, upon any such winding up the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a pro rata basis (based
upon Liquidation Amounts). The Holder of the Common Securities will be entitled
to receive Liquidation Distributions upon any such winding up pro rata (based
upon Liquidation Amounts) with Holders of all Trust Securities, except that, if
an Event of Default has occurred and is continuing, the Preferred Securities
shall have a priority over the Common Securities as provided in Section 4.3.

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

      The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any Person except pursuant to this Article IX.
At the request of the Holders of the Common Securities, without the consent of
the Holders of the Preferred Securities, the Trust may merge with or into,
consolidate, amalgamate, or be replaced by or convey, transfer or lease its
properties and assets


                                       52
<PAGE>

substantially as an entirety to a trust organized as such under the laws of any
State; provided, that:

            (a) such successor entity either (i) expressly assumes all of the
      obligations of the Trust under this Trust Agreement with respect to the
      Preferred Securities or (ii) substitutes for the Preferred Securities
      other securities having substantially the same terms as the Preferred
      Securities (such other Securities, the "Successor Securities") so long as
      the Successor Securities have the same priority as the Preferred
      Securities with respect to distributions and payments upon liquidation,
      redemption and otherwise;

            (b) a trustee of such successor entity possessing substantially the
      same powers and duties as the Property Trustee is appointed to hold the
      Notes;

            (c) if the Preferred Securities or the Notes are rated, such merger,
      consolidation, amalgamation, replacement, conveyance, transfer or lease
      does not cause the Preferred Securities or the Notes (including any
      Successor Securities) to be downgraded by any nationally recognized
      statistical rating organization that then assigns a rating to the
      Preferred Securities or the Notes;

            (d) the Preferred Securities are listed, or any Successor Securities
      will be listed upon notice of issuance, on any national securities
      exchange or interdealer quotation system on which the Preferred Securities
      are then listed, if any;

            (e) such merger, consolidation, amalgamation, replacement,
      conveyance, transfer or lease does not adversely affect the rights,
      preferences and privileges of the Holders of the Preferred Securities
      (including any Successor Securities) in any material respect;

            (f) such successor entity has a purpose substantially identical to
      that of the Trust;

            (g) prior to such merger, consolidation, amalgamation, replacement,
      conveyance, transfer or lease, the Depositor has received an Opinion of
      Counsel to the effect that (i) such merger, consolidation, amalgamation,
      replacement, conveyance, transfer or lease does not adversely affect the
      rights, preferences and privileges of the Holders of the Preferred
      Securities (including any Successor Securities) in any material respect;
      (ii) following such merger, consolidation, amalgamation, replacement,
      conveyance, transfer or lease, neither the Trust nor such successor entity
      will be required to register as an "investment company" under the
      Investment Company Act and (iii) following such merger, consolidation,
      amalgamation, replacement, conveyance, transfer or lease, the Trust (or
      the successor entity) will continue to be classified as a grantor trust
      for U.S. federal income tax purposes; and

            (h) the Depositor or its permitted transferee owns all of the common
      securities of such successor entity and guarantees the obligations of such
      successor entity under the Successor Securities at least to the extent
      provided by the Guarantee Agreement.


                                       53
<PAGE>

Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of all of the Preferred Securities, consolidate, amalgamate, merge with
or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person or permit any other
entity to consolidate, amalgamate, merge with or into, or replace, the Trust if
such consolidation, amalgamation, merger, replacement, conveyance, transfer or
lease would cause the Trust or the successor entity to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes or cause the Notes to be treated as other than
indebtedness of the Depositor for United States federal income tax purposes.

                                   ARTICLE X.

                            MISCELLANEOUS PROVISIONS

      SECTION 10.1. Limitation of Rights of Holders.

      Except as set forth in Section 9.2, the death, bankruptcy, termination,
dissolution or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor annul, dissolve or terminate the Trust nor entitle the legal
representatives or heirs of such Person or any Holder for such Person, to claim
an accounting, take any action or bring any proceeding in any court for a
partition or winding up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.

      SECTION 10.2. Agreed Tax Treatment of Trust and Trust Securities.

      The parties hereto and, by its acceptance or acquisition of a Trust
Security or a beneficial interest therein, the Holder of, and any Person that
acquires a beneficial interest in, such Trust Security intend and agree to treat
the Trust as a grantor trust for United States federal, state and local tax
purposes, and to treat the Trust Securities (including all payments and proceeds
with respect to such Trust Securities) as undivided beneficial ownership
interests in the Trust Property (and payments and proceeds therefrom,
respectively) for United States federal, state and local tax purposes. The
provisions of this Trust Agreement shall be interpreted to further this
intention and agreement of the parties.

      SECTION 10.3. Amendment.

      (a) This Trust Agreement may be amended from time to time by the Property
Trustee, the Administrative Trustees and the Holder of all the Common
Securities, without the consent of any Holder of the Preferred Securities, (i)
to cure any ambiguity, correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, (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 neither be taxable as a corporation nor be classified as other than a
grantor trust for United States federal income tax purposes at all times that
any Trust Securities are Outstanding or to ensure that the Notes are treated as
indebtedness of the Depositor for United States federal income tax purposes, or
to ensure that the


                                       54
<PAGE>

Trust will not be required to register as an "investment company" under the
Investment Company Act or (iii) to add to the covenants, restrictions or
obligations of the Depositor; provided, that in the case of clauses (i), (ii) or
(iii), such action shall not adversely affect in any material respect the
interests of any Holder.

      (b) Except as provided in Section 10.3(c), any provision of this Trust
Agreement may be amended by the Property Trustee, the Administrative Trustees
and the Holder of all of the Common Securities and with (i) the consent of
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
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 cause the Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes or affect the treatment of the Notes as indebtedness
of the Depositor for United States federal income tax purposes or affect the
Trust's exemption from status (or from any requirement to register) as an
"investment company" under the Investment Company Act.

      (c) Notwithstanding any other provision of this Trust Agreement, without
the consent of each Holder, this Trust Agreement may not be amended to (i)
change the accrual rate, amount, currency or timing of any Distribution on or
the redemption price of the Trust Securities or otherwise adversely affect the
amount of any Distribution or other payment required to be made in respect of
the Trust Securities as of a specified date, (ii) restrict or impair the right
of a Holder to institute suit for the enforcement of any such payment on or
after such date, (iii) reduce the percentage of aggregate Liquidation Amount of
Outstanding Preferred Securities, the consent of whose Holders is required for
any such amendment, or the consent of whose Holders is required for any waiver
of compliance with any provision of this Trust Agreement or of defaults
hereunder and their consequences provided for in this Trust Agreement; (iv)
impair or adversely affect the rights and interests of the Holders in the Trust
Property, or permit the creation of any Lien on any portion of the Trust
Property; or (v) modify the definition of "Outstanding," this Section 10.3(c),
Sections 4.1, 4.2, 4.3, 6.10(e) or Article IX.

      (d) Notwithstanding any other provision of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
that would cause the Trust to be taxable as a corporation or to be classified as
other than a grantor trust for United States federal income tax purposes or that
would cause the Notes to fail or cease to be treated as indebtedness of the
Depositor for United States federal income tax purposes or that would cause the
Trust to fail or cease to qualify for the exemption from status (or from any
requirement to register) as an "investment company" under the Investment Company
Act.

      (e) If any amendment to this Trust Agreement is made, the Administrative
Trustees or the Property Trustee shall promptly provide to the Depositor a copy
of such amendment.

      (f) No Trustee shall be required to enter into any amendment to this Trust
Agreement that affects its own rights, duties or immunities under this Trust
Agreement. The Trustees shall be entitled to receive an Opinion of Counsel and
an Officers' Certificate stating that any amendment to this Trust Agreement is
in compliance with this Trust Agreement and all conditions precedent herein
provided for relating to such action have been met.


                                       55
<PAGE>

      (g) No amendment or modification to this Trust Agreement that adversely
affects in any material respect the rights, duties, liabilities, indemnities or
immunities of the Delaware Trustee hereunder shall be permitted without the
prior written consent of the Delaware Trustee.

      SECTION 10.4. Separability.

      If any provision in this Trust Agreement or in the 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, and there shall be deemed substituted for the provision at
issue a valid, legal and enforceable provision as similar as possible to the
provision at issue.

      SECTION 10.5. Governing Law.

      THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
HOLDERS, THE TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST
AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
CONFLICTS OF LAWS PROVISIONS.

      SECTION 10.6. Successors.

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

      SECTION 10.7. Headings.

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

      SECTION 10.8. Reports, Notices and Demands.

      (a) Any report, notice, demand or other communication that by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Holder or the Depositor may be given or served in writing
delivered in person, or by reputable, overnight courier, by telecopy or by
deposit thereof, first-class postage prepaid, in the United States mail,
addressed, (a) in the case of a Holder of Preferred Securities, to such Holder
as such Holder's name and address may appear on the Securities Register; and (b)
in the case of the Holder of all the Common Securities or the Depositor, to
Local Financial Corporation, 3601 N.W. 63rd Street, Oklahoma City, Oklahoma
73116, Attention: Edward A. Townsend, or to such other address as may be
specified in a written notice by the Holder of all the Common Securities or the
Depositor, as the case may be, to the Property Trustee. Such report, notice,
demand or other communication to or upon a Holder or the Depositor shall be
deemed to have been given when received in person, within one (1) Business Day
following delivery by overnight courier, when telecopied


                                       56
<PAGE>

with receipt confirmed, or within three (3) Business Days following delivery by
mail, except that if a notice or other document is refused delivery or cannot be
delivered because of a changed address of which no notice was given, such notice
or other document shall be deemed to have been delivered on the date of such
refusal or inability to deliver.

      (b) Any notice, demand or other communication that by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Property Trustee, the Delaware Trustee, the Administrative Trustees or the
Trust shall be given in writing by deposit thereof, first-class postage prepaid,
in the U.S. mail, personal delivery or facsimile transmission, addressed to such
Person as follows: (a) with respect to the Property Trustee to The Bank of New
York, 101 Barclay Street, New York, New York 10286, Attention: Corporate Trust
Administration, facsimile no. (212) 815-5707; (b) with respect to the Delaware
Trustee, to The Bank of New York (Delaware), White Clay Center Route 273,
Newark, Delaware 19711, Attention: Corporate Trust Administration, facsimile
no.: (302) 283-8279; (c) with respect to the Administrative Trustees, to them at
the address above for notices to the Depositor, marked "Attention:
Administrative Trustees of Local Financial Capital Trust II", and (d) with
respect to the Trust, to its principal executive office specified in Section
2.2, with a copy to the Property Trustee. Such notice, demand or other
communication to or upon the Trust, the Property Trustee or the Administrative
Trustees shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Trust, the Property Trustee or the
Administrative Trustees.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       57
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement as of the day and year first above written.

                                    LOCAL FINANCIAL CORPORATION,
                                    as Depositor

                                    By:  /s/ Edward A. Townsend
                                       -----------------------------------------
                                          Name: Edward A. Townsend
                                          Title: Chairman of the Board and Chief
                                                 Executive Officer


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

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


/s/ Edward A. Townsend
-----------------------------         ------------------------------------------
   Administrative Trustee             Administrative Trustee
   Name: Edward A. Townsend           Name: Richard L. Park

-----------------------------
   Administrative Trustee
   Name: Jan A. Norton

                                            AMENDED AND RESTATED TRUST AGREEMENT

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement as of the day and year first above written.

                                     LOCAL FINANCIAL CORPORATION,
                                     as Depositor

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


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


By: /s/ Van K. Brown                By: [SIGNATURE ILLEGIBLE]
   -------------------------           -------------------------
   Name:  Van K. Brown                 Name: [ILLEGIBLE]
   Title: Vice President               Title:


--------------------------------    -------------------------------------
   Administrative Trustee              Administrative Trustee
   Name:                               Name:

--------------------------------
   Administrative Trustee
   Name:

                                            AMENDED AND RESTATED TRUST AGREEMENT

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement as of the day and year first above written.

                                    LOCAL FINANCIAL CORPORATION,
                                    as Depositor

                                    By:
                                       --------------------------------------
                                       Name: Edward A. Townsend
                                       Title: Chairman of the Board and Chief
                                              Executive Officer


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

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


                                       /s/ Richard L. Park
------------------------------      ------------------------------------
   Administrative Trustee              Administrative Trustee
   Name: Edward A. Townsend            Name: Richard L. Park


/s/ Jan A. Norton
---------------------------------
   Administrative Trustee
   Name: Jan A. Norton

                                            AMENDED AND RESTATED TRUST AGREEMENT
<PAGE>

                                                                       Exhibit A

                              CERTIFICATE OF TRUST

                                       OF

                        LOCAL FINANCIAL CAPITAL TRUST II

            This Certificate of Trust of Local Financial Capital Trust II (the
"Trust"), dated July 25, 2002, is being duly executed and filed on behalf of the
Trust by the undersigned, as trustees, to form a business trust under the
Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

            1. Name. The name of the business trust formed by this Certificate
of Trust is: Local Financial Capital Trust II.

            2. Delaware Trustee. The name and business address of the trustee of
the Trust with its principal place of business in the State of Delaware are The
Bank of New York (Delaware), White Clay Center Route 273, Newark, Delaware
19711, Attention: Corporate Trust Administration.

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

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

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

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


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

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


                                       A-l
<PAGE>

                                                                       Exhibit B

                     [FORM OF COMMON SECURITIES CERTIFICATE]

        THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
  ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
            SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
           OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM
     REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE
                WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST
                                    AGREEMENT

<TABLE>
<CAPTION>
CERTIFICATE NUMBER                                  NUMBER OF COMMON SECURITIES
<S>                                                 <C>
   C-1                                                                      310
</TABLE>

                    CERTIFICATE EVIDENCING COMMON SECURITIES

                                       OF

                        LOCAL FINANCIAL CAPITAL TRUST II

                         FLOATING RATE COMMON SECURITIES

                 (LIQUIDATION AMOUNT $1,000 PER COMMON SECURITY)

            Local Financial Capital Trust II, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Local Financial Corporation, a Delaware corporation (the "Holder") is the
registered owner of 3lOcommon securities of the Trust representing undivided
common beneficial interests in the assets of the Trust and designated the Local
Financial Capital Trust II Floating Rate Common Securities (liquidation amount
$1,000 per Common Security) (the "Common Securities I"). Except in accordance
with Section 5.11 of the Trust Agreement (as defined below), the Common
Securities are not transferable and, to the fullest extent permitted by law, any
attempted transfer hereof other than in accordance therewith 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 July 30, 2002 as the same may be amended from time to
time (the "Trust Agreement"), among Local Financial Corporation, as Depositor,
The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as
Delaware Trustee, the Administrative Trustees named therein and the Holders,
from time to time, of Trust Securities. 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
<PAGE>

      This Common Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

      Terms used but not defined herein have the meanings set forth in the Trust
Agreement.

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed on behalf of the Trust this certificate this __day of _______, 2002

                                       LOCAL FINANCIAL CAPITAL TRUST II

                                       By:
                                          ----------------------------------
                                           Name: Edward A. Townsend
                                           Administrative Trustee


                                       B-2
<PAGE>

                                                                       Exhibit C

                   [FORM OF PREFERRED SECURITIES CERTIFICATE]

      "THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH PREFERRED SECURITIES OR ANY
INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF ANY PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE
PREFERRED SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

      THE HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE
AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED
SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE
TRUST, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (l), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (III) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V) PURSUANT TO AN EXEMPTION
FROM THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND, IN THE CASE OF (III) OR (V), SUBJECT TO THE RIGHT OF THE TRUST
AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL AND OTHER INFORMATION
SATISFACTORY TO EACH OF THEM AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY
PREFERRED SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
ABOVE.

      THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
BLOCKS HAVING AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. ANY
ATTEMPTED TRANSFER OF PREFERRED SECURITIES OR ANY INTEREST THEREIN IN A BLOCK
HAVING AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF
$1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF SUCH PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF PRINCIPAL OF OR INTEREST ON SUCH PREFERRED SECURITIES OR ANY INTEREST
THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
WHATSOEVER IN SUCH PREFERRED SECURITIES.


                                      C-1
<PAGE>

      THE HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN BY ITS ACCEPTANCE
HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO
PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS PREFERRED
SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 96-23,95-60,91-38,90-l OR 84-14 OR ANOTHER
APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR ANY
INTEREST THEREIN IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF
THE PREFERRED SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE
STATUTORY OR ADMINISTRATIVE EXEMPTION.

      THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES
OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE CORPORATION (THE "FDIC").


                                      C-2
<PAGE>

CERTIFICATE NUMBER                               NUMBER OF PREFERRED SECURITIES

                                    CUSIP NO.

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

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES

                                       OF

                        LOCAL FINANCIAL CAPITAL TRUST II

                       FLOATING RATE PREFERRED SECURITIES
               (LIQUIDATION AMOUNT $1,000 PER PREFERRED SECURITY)

      Local Financial Capital Trust II, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that______, a
___________ (the "Holder") is the registered owner of 10,000 Preferred
Securities of the Trust representing an undivided preferred beneficial interest
in the assets of the Trust and designated the Local Financial Capital Trust II
Floating Rate Preferred Securities, (liquidation amount $1,000 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 5.7 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 July 30, 2002 as the same may
be amended from time to time (the "Trust Agreement"), among Local Financial
Corporation, as Depositor, The Bank of New York, as Property Trustee, The Bank
of New York (Delaware), as Delaware Trustee, the Administrative Trustees named
therein and the Holders, from time to time, of Trust Securities. The Holder is
entitled to the benefits of the Guarantee Agreement entered into by Local
Financial Corporation, a Delaware corporation, and The Bank of New York, as
Guarantee Trustee, dated as of July 30, 2002 as the same may be amended from
time to time (the "Guarantee Agreement"), to the extent provided therein. The
Trust will furnish a copy of each of the Trust Agreement and the Guarantee
Agreement to the Holder without charge upon written request to the Property
Trustee 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.

      This Preferred Securities Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.


                                      C-3
<PAGE>

      All capitalized terms used but not defined in this Preferred Securities
Certificate are used with the meanings specified in the Trust Agreement,
including the Schedules and Exhibits thereto.

      IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed on behalf of the Trust this certificate this___ day of________,___.

                                       LOCAL FINANCIAL CAPITAL TRUST II

                                       By:
                                          ----------------------------------
                                           Name: Edward A. Townsend
                                           Administrative Trustee

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

Dated:

                                     The Bank of New York, not in its individual
                                     capacity, but solely as Property Trustee

                                     By:
                                        ----------------------------------------
                                           Authorized officer



                                      C-4
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

      The Trust promises to pay Distributions from July 30, 2002, or from the
most recent Distribution Date to which Distributions have been paid or duly
provided for, semi-annually (subject to deferral as set forth herein) in arrears
on January 30 and July 30 of each year, commencing on January 30, 2003, at a
variable rate equal to LIBOR plus 3 5/8% of the Liquidation Amount of the
Preferred Securities represented by this Preferred Securities Certificate,
provided, that, the applicable Distribution Rate shall not exceed 12% through
the Distribution Date in July 2007, together with any Additional Interest
Amounts, in respect to such period.

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

      In the event (and to the extent) that the Depositor exercises its right
under the Indenture to defer the payment of interest on the Notes, Distributions
on the Preferred Securities shall be deferred.

      Under the Indenture, so long as no Note Event of Default has occurred and
is continuing, the Depositor shall have the right, at any time and from time to
time during the term of the Notes, to defer the payment of interest on the Notes
for a period of up to ten (10) consecutive semi-annual interest payment periods
(each such extended interest payment period, an "Extension Period"), during
which Extension Period no interest shall be due and payable (except any
Additional Tax Sums that may be due and payable). No interest on the Notes shall
be due and payable during an Extension Period, except at the end thereof, but
each installment of interest that would otherwise have been due and payable
during such Extension Period shall bear Additional Interest (to the extent
payment of such interest would be legally enforceable) at the rate equal to
LIBOR plus 3 5/8% per annum compounded semiannually, from the dates on which
amounts would have otherwise been due and payable until paid or until funds for
the payment thereof have been made available for payment. If Distributions are
deferred, the deferred Distributions (including Additional Interest Amounts)
shall be paid on the date that the related Extension Period terminates to
Holders (as defined in the Trust Agreement) of the Trust Securities as they
appear on the books and records of the Trust on the record date immediately
preceding such termination date.

      Distributions on the Securities must be paid on the dates payable (after
giving effect to any Extension Period) to the extent that the Trust has funds
available for the payment of such Distributions in the Payment Account of the
Trust. The Trust's funds available for Distribution to the Holders of the
Preferred Securities will be limited to payments received from the Depositor.
The payment of Distributions out of moneys held by the Trust is guaranteed by
the Depositor pursuant to the Guarantee Agreement.

      During any such Extension Period, the Company shall not (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Depositor's capital stock or
(ii) make any payment of principal of or any


                                      C-5
<PAGE>

interest or premium on or repay, repurchase or redeem any debt securities of the
Depositor that rank pari passu in all respects with or junior in interest to the
Notes (other than (a) repurchases, redemptions or other acquisitions of shares
of capital stock of the Depositor in connection with (1) any employment
contract, benefit plan or other similar arrangement with or for the benefit of
any one or more employees, officers, directors or consultants, (2) a dividend
reinvestment or stockholder stock purchase plan or (3) the issuance of capital
stock of the Depositor (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange or conversion
of any class or series of the Depositor's capital stock (or any capital stock of
a Subsidiary (as defined in the Indenture) of the Depositor) for any class or
series of the Depositor's capital stock or of any class or series of the
Depositor's indebtedness for any class or series of the Depositor's capital
stock, (c) the purchase of fractional interests in shares of the Depositor's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any Rights Plan (as defined in the Indenture), the
issuance of rights, stock or other property under any Rights Plan, or the
redemption or repurchase of rights pursuant thereto or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks paripassu with
or junior to such stock).

      On each Note Redemption Date, on the stated maturity (or any date of
principal repayment upon early maturity) of the Notes and on each other date on
(or in respect of) which any principal on the Notes is repaid, the Trust will be
required to redeem a Like Amount of Trust Securities at the Redemption Price.
Under the Indenture, the Notes may be redeemed by the Depositor on any Interest
Payment Date, at the Depositor's option, on or after July 30, 2007 in whole or
in part from time to time at a redemption price equal to one hundred percent
(100%) of the principal amount thereof or the redeemed portion thereof, as
applicable, together, in the case of any such redemption, with accrued interest,
including any Additional Interest, to but excluding the date fixed for
redemption; provided, that the Depositor shall have received the prior approval
of the Federal Reserve Board if then required. The Notes may also be redeemed by
the Depositor, at its option, at any time, in whole but not in part, upon the
occurrence of a Capital Disqualification Event, an Investment Company Event or a
Tax Event at the Indenture Redemption Price.

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

      Payments of Distributions (including any Additional Interest Amounts), the
Redemption Price, Liquidation Amount or any other amounts in respect of the
Preferred Securities shall be made by wire transfer at such place and to such
account at a banking institution in the United States as may be designated in
writing at least ten (10) Business Days prior to the date for payment by the
Person entitled thereto unless proper written transfer instructions have not
been received by the relevant record date, in which case such payments shall be
made by check mailed


                                      C-6
<PAGE>

to the address of such Person as such address shall appear in the Security
Register. If any Preferred Securities are held by a Depositary, such
Distributions shall be made to the Depositary in immediately available funds.

      The indebtedness evidenced by the Notes is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Debt (as defined in the Indenture), and this Security is
issued subject to the provisions of the Indenture with respect thereto.


                                      C-7
<PAGE>

                                   ASSIGNMENT

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

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

                    (Insert address and zip code of assignee)

and irrevocably appoints

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

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

      The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


                                      C-8
<PAGE>

                                                                       Exhibit D

                         JUNIOR SUBORDINATED INDENTURE


                                      D-1
<PAGE>

                                                                  EXECUTION COPY

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

                          JUNIOR SUBORDINATED INDENTURE

                                     between

                           LOCAL FINANCIAL CORPORATION

                                       and

                              THE BANK OF NEW YORK,
                                   AS TRUSTEE

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

                            Dated as of July 30, 2002

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

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

<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          PAGE

                                    ARTICLE I
<S>                                                                       <C>
              Definitions and Other Provisions of General Application
Section 1.1.  Definitions ...........................................        1
Section 1.2.  Compliance Certificate and  Opinions ..................       10
Section 1.3.  Forms of Documents Delivered to Trustee ...............       10
Section 1.4.  Acts of Holders .......................................       11
Section 1 5.  Notices, Etc. to Trustee and Company ..................       13
Section 1.6.  Notice to Holders; Waiver .............................       13
Section 1.7.  Effect of Headings and Table of Contents ..............       14
Section 1.8.  Successors and Assigns ................................       14
Section 1.9.  Separability Clause ...................................       14
Section 1.10. Benefits of Indenture .................................       14
Section 1.11. Governing Law .........................................       14
Section 1.12. Submission to Jurisdiction ............................       14
Section 1.13. Non-Business Days .....................................       15

                                   ARTICLE II
                                 Security Forms

Section 2.1.  Form of Security ......................................       15
Section 2.2.  Restricted Legend .....................................       20
Section 2.3.  Form of Trustee's Certificate of Authentication .......       22
Section 2.4.  Temporary Securities ..................................       22
Section 2.5.  Definitive Securities .................................       23

                                   ARTICLE III
                                 The Securities

Section 3.1.  Payment of Principal and Interest .....................       23
Section 3.2.  Denominations .........................................       25
Section 3.3.  Execution, Authentication, Delivery and Dating ........       25
Section 3.4.  Global Securities .....................................       26
Section 3.5.  Registration, Transfer and Exchange Generally .........       28
Section 3.6.  Mutilated, Destroyed, Lost and Stolen Securities ......       29
Section 3.7.  Persons Deemed Owners .................................       30
</TABLE>


                                         -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                   PAGE
<S>                                                                                <C>
Section 3.8.  Cancellation ....................................................      30
Section 3.9.  Deferrals of Interest Payment Dates .............................      30
Section 3.10. Right of Set-Off ................................................      31
Section 3.11. Agreed Tax Treatment ............................................      31
Section 3.12. CUSIP Numbers ...................................................      31

                                   ARTICLE IV
                           Satisfaction and Discharge

Section 4.1.  Satisfaction and Discharge of Indenture .........................      32
Section 4.2.  Application of Trust Money ......................................      33

                                    ARTICLE V
                                    Remedies

Section 5.1.  Events of Default ...............................................      33
Section 5.2.  Acceleration of Maturity; Rescission and Annulment ..............      34
Section 5.3.  Collection of Indebtedness and Suits for Enforcement by Trustee .      35
Section 5.4.  Trustee May File Proofs of Claim ................................      36
Section 5.5.  Trustee May Enforce Claim Without Possession of Securities ......      36
Section 5.6.  Application of Money Collected ..................................      36
Section 5.7.  Limitation on Suits .............................................      37
Section 5.8.  Unconditional Right of Holders to Receive Principal, Premium and
              Interest; Direct Action by Holders of Preferred Securities ......      38
Section 5.9.  Restoration of Rights and Remedies ..............................      38
Section 5.10. Rights and Remedies Cumulative ..................................      38
Section 5.11. Delay or Omission Not Waiver ....................................      38
Section 5.12. Control by Holders ..............................................      39
Section 5.13. Waiver of Past Defaults .........................................      39
Section 5.14. Undertaking for Costs ...........................................      39
Section 5.15. Waiver of Usury, Stay or Extension Laws .........................      40

                                   ARTICLE VI
                                   The Trustee

Section 6.1.  Corporate Trustee Required ......................................      40
Section 6.2.  Certain Duties and Responsibilities .............................      40
</TABLE>


                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
Section 6.3.  Notice of Defaults ........................................      42
Section 6.4.  Certain Rights of Trustee .................................      42
Section 6.5.  May Hold Securities .......................................      44
Section 6.6.  Compensation; Reimbursement; Indemnity ....................      44
Section 6.7.  Resignation and Removal; Appointment of Successor .........      45
Section 6.8.  Acceptance of Appointment by Successor ....................      46
Section 6.9.  Merger, Conversion, Consolidation or Succession to Business      46
Section 6.10. Not Responsible for Recitals or Issuance of Securities ....      46
Section 6.11. Appointment of Authenticating Agent .......................      47

                                   ARTICLE VII
                Holder's Lists and Reports by Trustee And Company

Section 7.1.  Company to Furnish Trustee Names and Addresses of Holders .      48
Section 7.2.  Preservation of Information, Communications to Holders ....      49
Section 7.3.  Reports by Company ........................................      49

                                  ARTICLE VIII
              Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.1.  Company May Consolidate, Etc., Only on Certain Terms ......      49
Section 8.2.  Successor Company Substituted .............................      50

                                   ARTICLE IX
                             Supplemental Indentures

Section 9.1.  Supplemental Indentures without Consent of Holders ........      51
Section 9.2.  Supplemental Indentures with Consent of Holders ...........      51
Section 9.3.  Execution of Supplemental Indentures ......................      52
Section 9.4.  Effect of Supplemental Indentures .........................      52
Section 9.5.  Reference in Securities to Supplemental Indentures ........      53

                                    ARTICLE X
                                    Covenants

Section 10.1. Payment of Principal, Premium and Interest ................      53
Section 10.2. Money for Security Payments to be Held in Trust ...........      53
Section 10.3. Statement as to Compliance ................................      54
Section 10.4. Calculation Agent .........................................      54
</TABLE>


                                     -iii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                        PAGE
<S>                                                                                     <C>
Section 10.5.  Additional Tax Sums .................................................      55
Section 10.6.  Additional Covenants ................................................      56
Section 10.7.  Waiver of Covenants .................................................      56
Section 10.8.  Treatment of Securities .............................................      57

                                            ARTICLE XI
                                      Redemption of Securities

Section 11.1.  Optional Redemption .................................................      57
Section 11.2.  Special Event Redemption ............................................      57
Section 11.3.  Election to Redeem; Notice to Trustee ...............................      57
Section 11.4.  Selection of Securities to be Redeemed ..............................      58
Section 11.5.  Notice of Redemption ................................................      58
Section 11.6.  Deposit of Redemption Price .........................................      59
Section 11.7.  Payment of Securities Called for Redemption .........................      60

                                           ARTICLE XII
                                     Subordination of Securities

Section 12.1.  Securities Subordinate to Senior Debt ...............................      60
Section 12.2.  No Payment When Senior Debt in Default; Payment Over of Proceeds
               Upon Dissolution, Etc. ..............................................      60
Section 12.3.  Payment Permitted If No Default .....................................      62
Section 12.4.  Subrogation to Rights of Holders of Senior Debt .....................      62
Section 12.5.  Provisions Solely to Define Relative Rights .........................      63
Section 12.6.  Trustee to Effectuate Subordination .................................      63
Section 12.7.  No Waiver of Subordination Provisions ...............................      63
Section 12.8.  Notice to Trustee ...................................................      64
Section 12.9.  Reliance on Judicial Order or Certificate of Liquidating Agent ......      64
Section 12.10. Trustee Not Fiduciary for Holders of Senior Debt ....................      65
Section 12.11. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's
               Rights ..............................................................      65
Section 12.12. Article Applicable to Paying Agents .................................      65
</TABLE>


                                      -iv-
<PAGE>

                             TABLE OF CONTENTS

<TABLE>
                                                                            PAGE
<S>                                                                         <C>
SCHEDULES

Schedule A -      Determination of LIBOR

Exhibit A -       Form of Officer's Certificate
</TABLE>


                                      -i-
<PAGE>

      JUNIOR SUBORDINATED INDENTURE, dated as of July 30, 2002, between Local
Financial Corporation, a Delaware corporation (the "Company"), and THE BANK OF
NEW YORK, a New York banking corporation, as Trustee (in such capacity, the
"TRUSTEE").

                             RECITALS OF THE COMPANY

      WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its unsecured junior subordinated
deferrable interest notes (the "Securities") issued to evidence loans made to
the Company of the proceeds from the issuance by Local Financial Capital Trust
II, a Delaware business trust (the "TRUST"), of undivided preferred beneficial
interests in the assets of the Trust (the "PREFERRED SECURITIES") and undivided
common beneficial interests in the assets of the Trust (the "COMMON SECURITIES"
and, collectively with the Preferred Securities, the "TRUST SECURITIES"), and to
provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered; and

      WHEREAS, all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

      Now, therefore, this Indenture Witnesseth:

      For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

                                    ARTICLE I

             Definitions and Other Provisions of General Application

      SECTION 1.1. DEFINITIONS.

      For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

            (a) the terms defined in this Article I have the meanings assigned
      to them in this Article I;

            (b) the words "include", "includes" and "including" shall be deemed
      to be followed by the phrase "without limitation";

            (c) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with GAAP;

            (d) 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 Indenture;

            (e) the words "hereby", "herein", "hereof" and "hereunder" and other
      words of similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other subdivision;


                                       1
<PAGE>
            (f) a reference to the singular includes the plural and vice versa;
      and

            (g) the masculine, feminine or neuter genders used herein shall
      include the masculine, feminine and neuter genders.

      "Act" when used with respect to any Holder, has the meaning specified in
Section 1.4.

      "Administrative Trustee" means, with respect to the Trust, a Person
identified as an "Administrative Trustee" in the Trust Agreement, solely in its
capacity as Administrative Trustee of the Trust under the Trust Agreement and
not in its individual capacity, or its successor in interest in such capacity,
or any successor Administrative Trustee appointed as therein provided.

      "Additional Interest" means the interest, if any, that shall accrue on any
amounts payable on the Securities, the payment of which has not been made on the
applicable Interest Payment Date and which shall accrue at the rate per annum
specified or determined as specified in such Security.

      "Additional Tax Sums" has the meaning specified in Section 10.5.

      "Additional Taxes" means taxes, duties or other governmental charges
imposed on the Trust as a result of a Tax Event (which, for the sake of clarity,
does not include amounts required to be deducted or withheld by the Trust from
payments made by the Trust to or for the benefit of the Holder of, or any Person
that acquires a beneficial interest in, the Securities).

      "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.

      "Applicable Depository Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.11 to act on behalf of the Trustee to authenticate the Securities.

      "Bankruptcy Code" means Title 11 of the United States Code or any
successor statute thereto, in each case as amended from time to time.

      "Board of Directors" means the board of directors of the Company or any
duly authorized committee of that board.

      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification.


                                       2
<PAGE>

      "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee is closed for business.

      "Calculation Agent" has the meaning specified in Section 10.4.

      "Capital Disqualification Event" means the receipt by the Company of an
Opinion of Counsel experienced in such matters that, as a result of an amendment
to or a change in law or regulation (including any announced prospective change)
or a change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority, there is
more than insubstantial risk that within ninety (90) days of the date of such
opinion, the aggregate principal amount of the Securities will not be eligible
to be treated by the Company as "Tier 1 Capital" (or the then equivalent) for
purposes of the capital adequacy guidelines of the Federal Reserve Board or
other "appropriate Federal banking agency" as such term is defined in 12 U.S.C.
1813(q), which amendment, change or prospective change becomes effective or
would become effective, as the case may be, on or after the date of issuance of
the Securities; provided, however, that the inability of the Company to treat
all or any portion of the principal amount of the Securities as Tier 1 Capital
shall not constitute the basis for a Capital Disqualification Event if such
inability results from the Company having such Securities outstanding in an
amount that for any reason is in excess of the amount which may now or hereafter
qualify for treatment as Tier 1 Capital under applicable capital adequacy
guidelines.

      "Common Securities" has the meaning specified in the first recital of this
Indenture.

      "Common Stock" means the common stock, par value $0.01 per share, of the
Company.

      "Company" means the Person named as the "Company" in the first paragraph
of this Indenture until a successor corporation shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor corporation.

      "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by its Chairman of the Board
of Directors, its Vice Chairman of the Board of Directors, its President or a
Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.

      "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of this Indenture is located at 101 Barclay Street, New
York, New York 10286, Attention: Corporate Trust Administration.

      "Debt" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person, whether currently existing or hereafter
incurred and whether or not contingent and without duplication, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or


                                       3
<PAGE>

services (but excluding trade accounts payable or other accrued liabilities
arising in the ordinary course of business); (v) every capital lease obligation
of such Person; (vi) all indebtedness of such Person, whether incurred on or
prior to the date of this Indenture or thereafter incurred, for claims in
respect of derivative products, including interest rate, foreign exchange rate
and commodity forward contracts, options and swaps and similar arrangements;
(vii) every obligation of the type referred to in clauses (i) through (vi) of
another Person and all dividends of another Person the payment of which, in
either case, such Person has guaranteed or is responsible or liable for,
directly or indirectly, as obligor or otherwise; and (viii) any renewals,
extensions, refundings, amendments or modifications of any obligation of the
type referred to in clauses (i) through (vii).

      "Defaulted Interest" has the meaning specified in Section 3.1.

      "Delaware Trustee" means, with respect to the Trust, the Person identified
as the "Delaware Trustee" in the Trust Agreement, solely in its capacity as
Delaware Trustee of the Trust under the Trust Agreement and not in its
individual capacity, or its successor in interest in such capacity, or any
successor Delaware Trustee appointed as therein provided.

      "Depositary" means an organization registered as a clearing agency under
the Exchange Act that is designated as Depositary by the Company or any
successor thereto. DTC will be the initial Depositary.

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

      "Distributions" means amounts payable in respect of the Trust Securities
as provided in the Trust Agreement and referred to therein as "Distributions."

      "Dollar" or "$" means the currency of the United States of America that,
as at the time of payment, is legal tender for the payment of public and private
debts.

      "DTC" means The Depository Trust Company, a New York corporation.

      "Event of Default" has the meaning specified in Section 5.1.

      "Exchange Act" means the Securities Exchange Act of 1934 or any statute
successor thereto, in each case as amended from time to time.

      "Expiration Date" has the meaning specified in Section 1.4.

      "Extension Period" has the meaning specified in Section 3.9.

      "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System, as from time to time constituted, or if at any time after the
execution of this Indenture such Board is not existing and performing the duties
now assigned to it, then the body performing such duties on such date.


                                       4
<PAGE>

      "GAAP" means United States generally accepted accounting principles,
consistently applied, from time to time in effect.

      "Global Security" means a Security that evidences all or part of the
Securities, the ownership and transfers of which shall be made through book
entries by a Depositary.

      "Government Obligation" means (a) any security that is (i) a direct
obligation of the United States of America of which the full faith and credit of
the United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America or the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which, in
either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (b) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any
Government Obligation that is specified in clause (a) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any Government Obligation
that is so specified and held, provided, that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.

      "Guarantee Agreement" means the Guarantee Agreement executed by the
Company and The Bank of New York, as Guarantee Trustee, contemporaneously with
the execution and delivery of this Indenture, for the benefit of the holders of
the Preferred Securities, as modified, amended or supplemented from time to
time.

      "Holder" means a Person in whose name a Security is registered in the
Securities Register.

      "Indenture" means this instrument as originally executed or as it may from
time to time be amended or supplemented by one or more amendments or indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

      "Interest Payment Date" means January 30 and July 30 of each year,
commencing on January 30,2003, during the term of this Indenture.

      "Investment Company Act" means the Investment Company Act of 1940 or any
successor statute thereto, in each case as amended from time to time.

      "Investment Company Event" means the receipt by the Company of an Opinion
of Counsel experienced in such matters to the effect that, as a result of the
occurrence of a change in law or regulation (including any announced prospective
change) or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the Trust is or, within
ninety (90) days of the date of such opinion will be, considered an "investment
company" that is required to be registered under the Investment Company Act,
which change or prospective change becomes effective or would become effective,
as the case may be, on or after the date of the issuance of the Securities.


                                       5
<PAGE>

      "LIBOR" has the meaning specified in Schedule A.

      "LIBOR Business Day" has the meaning specified in Schedule A.

      "LIBOR Determination Date" has the meaning specified in Schedule A.

      "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or any installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

      "Notice of Default" means a written notice of the kind specified in
Section 5.1 (c).

      "Office of Thrift Supervision" means the Office of Thrift Supervision, as
from time to time constituted or, if at any time after the execution of this
Indenture such Office is not existing and performing the duties now assigned to
it, then the body performing such duties at such time.

      "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 Company and delivered to the Trustee.

      "Operative Documents" means the Trust Agreement, the Indenture, the
Purchase Agreement, the Guarantee Agreement and the Securities.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Company or any Affiliate of the Company.

      "Original Issue Date" means the date of original issuance of each
Security.

      "Outstanding" means, when used in reference to any Securities, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

            (i) Securities theretofore canceled by the Trustee or delivered to
      the Trustee for cancellation;

            (ii) Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or any
      Paying Agent (other than the Company) in trust or set aside and segregated
      in trust by the Company (if the Company shall act as its own Paying Agent)
      for the Holders of such Securities; provided, that, if such Securities are
      to be redeemed, notice of such redemption has been duly given pursuant to
      this Indenture or provision therefor satisfactory to the Trustee has been
      made; and

            (iii) Securities that have been paid or in substitution for or in
      lieu of which other Securities have been authenticated and delivered
      pursuant to the provisions of this Indenture, unless proof satisfactory to
      the Trustee is presented that any such Securities are held by Holders in
      whose hands such Securities are valid, binding and legal obligations of
      the Company;


                                       6
<PAGE>

provided, that, in determining whether the Holders of the requisite principal
amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities that a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor.
Notwithstanding anything herein to the contrary, Securities initially issued to
the Trust that are owned by the Trust shall be deemed to be Outstanding
notwithstanding the ownership by the Company or an Affiliate of any beneficial
interest in the Trust.

      "Paying Agent" means the Trustee or any Person authorized by the Company
to pay the principal of or any premium or interest on, or other amounts in
respect of, any Securities on behalf of the Company.

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, government or any agency
or political subdivision thereof, or any other entity of whatever nature.

      "Place of Payment" means, with respect to the Securities, the Corporate
Trust Office of the Trustee.

      "Preferred Securities" has the meaning specified in the first recital of
this Indenture.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security. For the purposes of this definition, any security
authenticated and delivered under Section 3.6 in lieu of a mutilated, destroyed,
lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.

      "Proceeding" has the meaning specified in Section 12.2.

      "Property Trustee" means the Person identified as the "Property Trustee"
in the Trust Agreement, solely in its capacity as Property Trustee of the Trust
under the Trust Agreement and not in its individual capacity, or its successor
in interest in such capacity, or any successor Property Trustee appointed as
therein provided.

      "Purchase Agreement" means the agreement, dated as of the date hereof,
between the Company and the Trust and Trapeza CD0 I, LLC.

      "Redemption Date" means, when used with respect to any Security to be
redeemed, the date fixed for such redemption by or pursuant to this Indenture.

                                       7
<PAGE>

      "Redemption Price" means, when used with respect to any Security to be
redeemed, in whole or in part, the price at which such security or portion
thereof is to be redeemed as fixed by or pursuant to this Indenture.

      "Reference Banks" has the meaning specified in Schedule A.

      "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities means the date that is fifteen (15) days
preceding such Interest Payment Date (whether or not a Business Day).

      "Responsible Officer" means, with respect to the Trustee, any Senior Vice
President, any Vice President, any Assistant Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer
or Assistant Trust Officer, or any other officer of the Corporate Trust
Department of the Trustee and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

      "Rights Plan" means a plan of the Company providing for the issuance by
the Company to all holders of its Common Stock of rights entitling the holders
thereof to subscribe for or purchase shares of any class or series of capital
stock of the Company which rights (i) are deemed to be transferred with such
shares of such Common Stock and (ii) are also issued in respect of future
issuances of such Common Stock, in each case until the occurrence of a specified
event or events.

      "Securities" or "Security" means any debt securities or debt security, as
the case may be, authenticated and delivered under this Indenture.

      "Securities Act" means the Securities Act of 1933 or any successor statute
thereto, in each case as amended from time to time.

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.5.

      "Senior Debt" means the principal of and any premium and interest on
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company, whether or not such
claim for post-petition interest is allowed in such proceeding) all Debt of the
Company, whether incurred on or prior to the date of this Indenture or
thereafter incurred, unless it is provided in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, that such
obligations are not superior in right of payment to the Preferred Securities;
provided, however, that if the Company is subject to the regulation and
supervision of an "appropriate Federal banking agency" within the meaning of 12
U.S.C. 1813(q), the Company shall have notified and, if necessary, received the
approval of such appropriate Federal banking agency prior to issuing any such
obligation; provided, further, that Senior Debt shall not include any other debt
securities, and guarantees in respect of such debt securities, issued to any
trust other than the Trust (or a trustee of such trust), partnership or other
entity affiliated with the Company that is a financing vehicle of the Company (a
"financing entity"), in connection with the issuance by such financing entity of
equity securities or other securities that are treated as equity capital for
regulatory capital purposes guaranteed by the


                                       8
<PAGE>

Company pursuant to an instrument that ranks pari passu with or junior in right
or payment to the Guarantee Agreement, including, without limitation, by Local
Financial Capital Trust I.

      "Special Event" means the occurrence of a Capital Disqualification Event,
an Investment Company Event or a Tax Event.

      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.1.

      "Stated Maturity" means July 30, 2032.

      "Subsidiary" means a Person more than fifty percent (50%) of the
outstanding voting stock or other voting interests of which is owned, directly
or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For purposes of this definition,
"voting stock" means stock that ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

      "Tax Event" means the receipt by the Company of an Opinion of Counsel
experienced in such matters to the effect that, as a result of (a) any amendment
to or change (including any announced prospective change) in the laws or any
regulations thereunder of the United States or any political subdivision or
taxing authority thereof or therein or (b) any judicial decision or any official
administrative pronouncement (including any private letter ruling, technical
advice memorandum or field service advice) or regulatory procedure, including
any notice or announcement of intent to adopt any such pronouncement or
procedure (an "Administrative Action"), regardless of whether such judicial
decision or Administrative Action is issued to or in connection with a
proceeding involving the Company or the Trust and whether or not subject to
review or appeal, which amendment, change, judicial decision or Administrative
Action is enacted, promulgated or announced, in each case, on or after the date
of issuance of the Securities, there is more than an insubstantial risk that (i)
the Trust is, or will be within ninety (90) days of the date of such opinion,
subject to United States federal income tax with respect to income received or
accrued on the securities held by the Trust, (ii) interest payable by the
Company on Securities issued to the Trust is not, or within ninety (90) days of
the date of such opinion, will not be, deductible by the Company, in whole or in
part, for United States federal income tax purposes, or (iii) the Trust is, or
will be within ninety (90) days of the date of such opinion, subject to more
than a de minimis amount of other taxes, duties or other governmental charges.

      "Trust" has the meaning specified in the first recital of this Indenture.

      "Trust Agreement" means the Amended and Restated Trust Agreement executed
and delivered by the Company, the Property Trustee, The Bank of New York
(Delaware) and the Administrative Trustees named therein, contemporaneously with
the execution and delivery of this Indenture, for the benefit of the holders of
the Trust Securities, as amended or supplemented from time to time.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument, solely in its capacity as such and not in its individual
capacity, until a successor


                                       9
<PAGE>

Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and, thereafter, "Trustee" shall mean or include each Person who is
then a Trustee hereunder.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
and as in effect on the date as of this Indenture.

      "Trust Securities" has the meaning specified in the first recital of this
Indenture.

      SECTION 1.2. Compliance Certificate and Opinions.

      (a) Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including covenants compliance with which constitutes a condition precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent (including covenants compliance with which
constitutes a condition precedent), if any, have been complied with, except
that, in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

      (b) Every certificate with respect to compliance with a condition or
covenant provided for in this Indenture (other than the certificate provided
pursuant to Section 10.3) shall include:

            (i) a statement by each individual signing such certificate or
      opinion that such individual has read such covenant or condition and the
      definitions herein relating thereto;

            (ii) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions of such individual
      contained in such certificate or opinion are based;

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

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

      SECTION 1.3. Forms of Documents Delivered to Trustee.

      (a) In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

      (b) Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless


                                       10
<PAGE>

such officer knows, or after reasonable inquiry should know, that the
certificate or opinion or representations with respect to matters upon which his
or her certificate or opinion is based are erroneous. Any such certificate or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Company stating that the information with respect to such factual matters is
in the possession of the Company, unless such counsel knows, or after reasonable
inquiry should know, that the certificate or opinion or representations with
respect to such matters are erroneous.

      (c) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

      (d) Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officers' Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally received in the corrected form and, irrespective of the date or dates
of the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Without limiting the generality of the foregoing, any Securities
issued under the authority of such defective document or instrument shall
nevertheless be the valid obligations of the Company entitled to the benefits of
this Indenture equally and ratably with all other Outstanding Securities.

      SECTION 1.4. Acts of Holders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given to or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent thereof duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments (including any
appointment of an agent) is or are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders 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 Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section 1.4.

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


                                       11
<PAGE>

      (c) The ownership of Securities shall be proved by the Securities
Register.

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

      (e) Without limiting the foregoing, a Holder entitled to take any action
hereunder with regard to any particular Security may do so with regard to all or
any part of the principal amount of such 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 principal amount.

      (f) Except as set forth in paragraph (g) of this Section 1.4, the Company
may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities.
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such
record date; provided, that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date (as defined below) by
Holders of the requisite principal amount of Outstanding Securities on such
record date. Nothing in this paragraph shall be construed to prevent the Company
from setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect). Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities in the manner
set forth in Section 1.6.

      (g) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration or
rescission or annulment thereof referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7(b) or (iv) any direction
referred to in Section 5.12. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided, that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect). Promptly after any record
date is set pursuant to this paragraph, the Trustee, at the Company's expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities in the manner set forth in Section 1.6.


                                       12
<PAGE>

      (h) With respect to any record date set pursuant to paragraph (f) or (g)
of this Section 1.4, the party hereto that sets such record date may designate
any day as the "Expiration Date" and from time to time may change the Expiration
Date to any earlier or later day; provided, that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the
other party hereto in writing, and to each Holder of Securities in the manner
set forth in Section 1.6, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section 1.4, the party hereto that set such record date shall be deemed
to have initially designated the ninetieth (90th) day after such record date as
the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no
Expiration Date shall be later than the one hundred and eightieth (180th) day
after the applicable record date.

      SECTION 1.5. Notices, Etc. to Trustee and Company.

      Any request, demand, authorization, direction, notice, consent, waiver,
Act of Holders, or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with:

      (a) the Trustee by any Holder, any holder of Preferred Securities or the
Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office, or

      (b) the Company by the Trustee, any Holder or any holder of Preferred
Securities shall be sufficient for every purpose hereunder if in writing and
mailed, first class, postage prepaid, to the Company addressed to it at 3601
N.W. 63rd Street, Oklahoma City, Oklahoma 73116 or at any other address
previously furnished in writing to the Trustee by the Company.

      SECTION 1.6. Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class, postage prepaid, to each Holder affected
by such event to the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. If, by reason of the suspension
of or irregularities in regular mail service or for any other reason, it shall
be impossible or impracticable to mail notice of any event to Holders when said
notice is required to be given pursuant to any provision of this Indenture, then
any manner of giving such notice as shall be satisfactory to the Trustee shall
be deemed to be a sufficient giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.



                                       13
<PAGE>

      SECTION 1.7. Effect of Headings and Table of Contents.

      The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction of this Indenture.

      SECTION 1.8. Successors and Assigns.

      This Indenture shall be binding upon and shall inure to the benefit of any
successor to the Company and the Trustee, including any successor by operation
of law. Except in connection with a transaction involving the Company that is
permitted under Article VIII and pursuant to which the assignee agrees in
writing to perform the Company's obligations hereunder, the Company shall not
assign its obligations hereunder.

      SECTION 1.9. Separability Clause.

      If any provision in this Indenture or in the Securities 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, and
there shall be deemed substituted for the provision at issue a valid, legal and
enforceable provision as similar as possible to the provision at issue.

      SECTION 1.10. Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior Debt, the Holders of the Securities and, to the
extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13,9.2 and 10.7,
the holders of Preferred Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

      SECTION 1.11. Governing Law.

      THIS INDENTURE AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE
COMPANY AND THE TRUSTEE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT
OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

      SECTION 1.12. Submission to Jurisdiction.

      ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH
RESPECT TO OR ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE
COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE
SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS
INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND
COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS INDENTURE.


                                       14
<PAGE>

      SECTION 1.13. Non-Business Days.

      If any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or the Securities) payment of interest, premium or principal
or other amounts in respect of such Security shall not be made on such date, but
shall be made on the next succeeding Business Day (and no interest shall accrue
in respect of the amounts whose payment is so delayed for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, until such next succeeding Business Day) except that, if such
Business Day falls in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on the Interest Payment Date or Redemption Date or at the
Stated Maturity.

                                   ARTICLE II

                                 SECURITY FORMS

      SECTION 2.1. Form of Security.

      Any Security issued hereunder shall be in substantially the following
form:

                           LOCAL FINANCIAL CORPORATION

                 FLOATING RATE JUNIOR SUBORDINATED NOTE DUE 2032

No. 1                                                                $10,310,000

      Local Financial Corporation, a corporation organized and existing under
the laws of Delaware (hereinafter called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [_________], or registered assigns, the
principal sum of $10,310,000 Dollars on July 30, 2032. The Company further
promises to pay interest on said principal sum from July 30,2002, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually (subject to deferral as set forth herein) in arrears
on January 30 and July 30 of each year, commencing January 30,2003, or if any
such day is not a Business Day, on the next succeeding Business Day (and no
interest shall accrue in respect of the amounts whose payment is so delayed for
the period from and after such Interest Payment Date until such next succeeding
Business Day), except that, if such Business Day falls in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case, with the same force and effect as if made on the Interest
Payment Date, at the rate equal to LIBOR plus 3 5/8% per annum, provided, that,
the applicable interest rate shall not exceed 12% through the Interest Payment
Date in July 2007, together with Additional Tax Sums, if any, as provided in
Section 10.5 of the Indenture, until the principal hereof is paid or duly
provided for or made available for payment; provided, further, that any overdue
principal, premium or Additional Tax Sums and any overdue installment of
interest shall bear Additional Interest at the rate equal to LIBOR plus 3 5/8%
per annum (provided, that, the applicable interest rate on such overdue
principal, premium or Additional Tax Sums and any overdue installment of
interest shall not exceed 12% through the Interest Payment Date in July 2007)
(to the extent that the payment of such interest


                                       15
<PAGE>

shall be legally enforceable), compounded semi-annually, from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand.

      The amount of interest payable shall be computed on the basis of a 360-day
year and the actual number of days elapsed in the relevant interest period. The
amount of interest payable for any full interest period shall be computed by
dividing the applicable rate per annum by two. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date shall, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest installment. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities not less than ten (10) days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.

      So long as no Event of Default has occurred and is continuing, the Company
shall have the right, at any time and from time to time during the term of this
Security, to defer the payment of interest on this Security for a period of up
to ten (10) consecutive semi-annual interest payment periods (each such period,
an "Extension Period"), during which Extension Period(s), no interest shall be
due and payable (except any Additional Tax Sums that may be due and payable). No
Extension Period shall end on a date other than an Interest Payment Date, and no
Extension Period shall extend beyond the Stated Maturity of the principal of
this Security. No interest shall be due and payable during an Extension Period
(except any Additional Tax Sums that may be due and payable), except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear Additional Interest (to the
extent payment of such interest would be legally enforceable) at the rate equal
to LIBOR plus 3 5/8% per annum (provided, that, the applicable interest rate on
such deferred interest shall not exceed 12% through the Interest Payment Date in
July 2007) compounded semiannually, from the dates on which amounts would have
otherwise been due and payable until paid or made available for payment. At the
end of any such Extension Period, the Company shall pay all interest then
accrued and unpaid on this Security, together with such Additional Interest.
Prior to the termination of any such Extension Period, the Company may further
defer the payment of interest; provided, that (i) all such previous and further
extensions comprising such Extension Period do not exceed ten (10) semi-annual
interest payment periods, (ii) no Extension Period shall end on a date other
than an Interest Payment Date and (iii) no Extension Period shall extend beyond
the Stated Maturity of the principal of this Security. Upon the termination of
any such Extension Period and upon the payment of all accrued and unpaid
interest and any Additional Interest then due on any Interest Payment Date, the
Company may elect to begin a new Extension Period; provided, that (i) such
Extension Period does not exceed ten (10) semi-annual interest payment periods,
(ii) no Extension Period shall end on a date other than an Interest Payment Date
and (iii) no Extension Period shall extend beyond the Stated Maturity of the
principal of this Security. The Company shall give the Holder of this Security
and the Trustee written notice of its election to begin any such Extension
Period at least one Business Day prior to the next succeeding Interest Payment
Date on which interest on this


                                       16
<PAGE>

Security would be payable but for such deferral or, so long as this Security is
held by the Trust, at least one Business Day prior to the earlier of(i) the next
succeeding date on which Distributions on the Preferred Securities of Local
Financial Capital Trust II would be payable but for such deferral and (ii) the
date on which the Property Trustee of such Trust is required to give notice to
any securities exchange or other applicable self-regulatory organization or to
holders of such Preferred Securities of the record date for the payment of such
Distributions.

      During any such Extension Period, the Company shall not (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal of or any interest or premium on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu in
all respects with or junior in interest to this Security (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with (1) any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, (2) a dividend reinvestment or stockholder
stock purchase plan or (3) the issuance of capital stock of the Company (or
securities convertible into or exercisable for such capital stock) as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (b) as a result of an exchange or conversion of any class or
series of the Company's capital stock (or any capital stock of a Subsidiary of
the Company) for any class or series of the Company's capital stock or of any
class or series of the Company's indebtedness for any class or series of the
Company's capital stock, (c) the purchase of fractional interests in shares of
the Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (d) any
declaration of a dividend in connection with any Rights Plan, the issuance of
rights, stock or other property under any Rights Plan, or the redemption or
repurchase of rights pursuant thereto or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock).

      Payment of principal of, premium, if any, and interest on this Security
shall be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of principal, premium, if any, and interest due at the Maturity of this
Security shall be made at the office or agency of the Company maintained for
that purpose at the Place of Payment upon surrender of such Securities to the
Paying Agent, and payments of interest shall be made, subject to such surrender
where applicable, by wire transfer at such place and to such account at a
banking institution in the United States as may be designated in writing to the
Paying Agent at least ten (10) Business Days prior to the date for payment by
the Person entitled thereto unless proper written transfer instructions have not
been received by the relevant record date, in which case such payments shall be
made by check mailed to the address of such Person as such address shall appear
in the Security Register. Notwithstanding the foregoing, so long as the holder
of this Security is the Property Trustee, the payment of the principal of (and
premium, if any) and interest (including any overdue installment of interest and
Additional Tax Sums, if any) on this Security will be made at such place and to
such account as may be designated by the Property Trustee.

      The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Debt, and


                                       17
<PAGE>

this Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on his
or her behalf to take such actions as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each Holder hereof, by his or
her acceptance hereof, waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior Debt,
whether now outstanding or hereafter incurred, and waives reliance by each such
holder upon said provisions.

      This Security is one of a duly authorized issue of securities of the
Company (the "Securities") issued under the Junior Subordinated Indenture, dated
as of July 30,2002 (the "Indenture"), between the Company and The Bank of New
York, as Trustee (in such capacity, the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, the holders of Senior Debt and the Holders of the Securities, and
of the terms upon which the Securities are, and are to be, authenticated and
delivered.

      All terms used in this Security that are defined in the Indenture or in
the Amended and Restated Trust Agreement, dated as of July 30,2002 (as modified,
amended or supplemented from time to time, the "Trust Agreement"), relating to
the Local Financial Capital Trust II (the "Trust") among the Company, as
Depositor, the Trustees named therein and the Holders from time to time of the
Trust Securities issued pursuant thereto, shall have the meanings assigned to
them in the Indenture or the Trust Agreement, as the case may be.

      The Company may, on any Interest Payment Date, at its option, upon not
less than thirty (30) days' nor more than sixty (60) days' written notice to the
Holders of the Securities (unless a shorter notice period shall be satisfactory
to the Trustee) on or after July 30, 2007 and subject to the terms and
conditions of Article XI of the Indenture, redeem this Security in whole at any
time or in part from time to time at a Redemption Price equal to one hundred
percent (100%) of the principal amount hereof, together, in the case of any such
redemption, with accrued interest, including any Additional Interest, to but
excluding the date fixed for redemption; provided, that the Company shall have
received the prior approval of the Federal Reserve Board if then required.

      In addition, upon the occurrence and during the continuation of a Special
Event, the Company may, at its option, upon not less than thirty (30) days' nor
more than sixty (60) days' written notice to the Holders of the Securities
(unless a shorter notice period shall be satisfactory to the Trustee), redeem
this Security, in whole but not in part, subject to the terms and conditions of
Article XI of the Indenture at a Redemption Price equal to one hundred percent
(100%) of the principal amount hereof, together, in the case of any such
redemption, with accrued interest, including any Additional Interest, to but
excluding the date fixed for redemption; provided, that the Company shall have
received the prior approval of the Federal Reserve Board if then required.

      In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof. If less than all the Securities
are to be redeemed, the particular Securities to


                                       18
<PAGE>

be redeemed shall be selected not more than sixty (60) days prior to the
Redemption Date by the Trustee from the Outstanding Securities not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security.

      The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities. The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Securities, on behalf of the
Holders of all Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest, including any Additional Interest, on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained for such purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar and duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Securities, of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

      The Securities are issuable only in registered form without coupons in
minimum denominations of $100,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities are exchangeable for a like aggregate principal amount of
Securities and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.


                                       19
<PAGE>

      The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that, for United States federal, state and
local tax purposes, it is intended that this Security constitute indebtedness.

      THIS SECURITY SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT
OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

      Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                     LOCAL FINANCIAL CORPORATION


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

      SECTION 2.2. Restricted Legend.

      (a) Any Security issued hereunder shall bear a legend in substantially the
following form:

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN
      A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), AND SUCH SECURITIES, AND ANY INTEREST
      THEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
      OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER
      OF ANY SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE SECURITIES MAY
      BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
      SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

      THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR
      THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD
      OR OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY, (II) TO A PERSON WHOM
      THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
      THE REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL "ACCREDITED
      INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF
      RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
      OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR
      INVESTMENT PURPOSES AND NOT WITH A


                                       20
<PAGE>

      VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
      VIOLATION OF THE SECURITIES ACT, (IV) PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V) PURSUANT TO AN
      EXEMPTION FROM THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
      APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
      APPLICABLE JURISDICTION AND, IN THE CASE OF (III) OR (V), SUBJECT TO THE
      RIGHT OF THE COMPANY TO REQUIRE AN OPINION OF COUNSEL AND OTHER
      INFORMATION SATISFACTORY TO IT AND (B) THE HOLDER WILL NOTIFY ANY
      PURCHASER OF ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
      IN (A) ABOVE.

      THE SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
      AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED
      TRANSFER OF SECURITIES, OR ANY INTEREST THEREIN, IN A BLOCK HAVING AN
      AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000
      IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
      WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE
      HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO,
      THE RECEIPT OF PRINCIPAL OF OR INTEREST ON SUCH SECURITIES, OR ANY
      INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO
      INTEREST WHATSOEVER IN SUCH SECURITIES.

      THE HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE
      HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
      EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR
      ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED ( "ERISA"), OR SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN
      ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY
      PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF
      ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS
      SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
      UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
      96-23,95-60,91-38,90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS
      PURCHASE AND HOLDING OF THIS SECURITY, OR ANY INTEREST THEREIN, IS NOT
      PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH
      RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THE
      SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY
      ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE
      BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
      WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON
      ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN,


                                       21
<PAGE>

      OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT
      PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
      RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION
      4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR
      ADMINISTRATIVE EXEMPTION.

      THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES
      OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
      INSURANCE CORPORATION (THE "FDIC")."

      (b) The above legend shall not be removed from any Security unless there
is delivered to the Company satisfactory evidence, which may include an opinion
of counsel, as may be reasonably required to ensure that any future transfers
thereof may be made without restriction under the provisions of the Securities
Act and other applicable law. Upon provision of such satisfactory evidence, the
Company shall execute and deliver to the Trustee, and the Trustee shall deliver,
at the written direction of the Company, a Security that does not bear the
legend.

      SECTION 2.3. Form of Trustee's Certificate of Authentication.

      The Trustee's certificates of authentication shall be in substantially the
following form:

      This is one of the Securities designated therein referred to in the
within-mentioned Indenture.

Dated:

                                     THE BANK OF NEW YORK, as Trustee


                                     By:
                                        -------------------------------------
                                                 Authorized officer

      SECTION 2.4. Temporary Securities.

      (a) Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities that are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

      (b) If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for that purpose without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor one or more definitive Securities of any authorized
denominations having the same Original Issue Date and Stated Maturity and having
the same terms as such temporary Securities. Until so


                                       22
<PAGE>

exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

      SECTION 2.5. Definitive Securities.

      The Securities issued on the Original Issue Date shall be in definitive
form. The definitive Securities shall be printed, lithographed or engraved, or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

                                   ARTICLE III

                                 The Securities

      SECTION 3.1. Payment of Principal and Interest.

      (a) The unpaid principal amount of the Securities shall bear interest at
the rate of LIBOR plus 3 5/8% per annum until paid or duly provided for,
provided, that, the applicable interest rate shall not exceed 12% through the
Interest Payment Date in July 2007, such interest to accrue from the Original
Issue Date or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, and any overdue principal, premium or Additional
Tax Sums and any overdue installment of interest shall bear Additional Interest
at the rate equal to LIBOR plus 3 5/8% per annum (provided, that, the applicable
interest rate on such overdue principal, premium or Additional Tax Sums and any
overdue installment of interest shall not exceed 12% through the Interest
Payment Date in July 2007) from the dates such amounts are due until they are
paid or funds for the payment thereof are made available for payment.

      (b) Interest and Additional Interest on any Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, except that interest and any Additional Interest payable on
the Stated Maturity (or any date of principal repayment upon early maturity) of
the principal of a Security or on a Redemption Date shall be paid to the Person
to whom principal is paid. The initial payment of interest on any Security that
is issued between a Regular Record Date and the related Interest Payment Date
shall be payable as provided in such Security.

      (c) Any interest on any Security that is due and payable, but is not
timely paid or duly provided for, on any Interest Payment Date for Securities
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in paragraph (i) or (ii) below:

            (i) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Securities (or their respective
      Predecessor Securities) are registered at the close of business on a
      Special Record Date for the payment of such Defaulted Interest (a "Special
      Record Date"), which shall be fixed in the following


                                       23
<PAGE>

      manner. At least thirty (30) days prior to the date of the proposed
      payment, the Company shall notify the Trustee in writing of the amount of
      Defaulted Interest proposed to be paid on each Security and the date of
      the proposed payment, and at the same time the Company shall deposit with
      the Trustee an amount of money equal to the aggregate amount proposed to
      be paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the
      proposed payment, such money when deposited to be held in trust for the
      benefit of the Persons entitled to such Defaulted Interest. Thereupon the
      Trustee shall fix a Special Record Date for the payment of such Defaulted
      Interest, which shall be not more than fifteen (15) days and not less than
      ten (10) days prior to the date of the proposed payment and not less than
      ten (10) days after the receipt by the Trustee of the notice of the
      proposed payment. The Trustee shall promptly notify the Company of such
      Special Record Date and, in the name and at the expense of the Company,
      shall cause notice of the proposed payment of such Defaulted Interest and
      the Special Record Date therefor to be mailed, first class, postage
      prepaid, to each Holder of a Security at the address of such Holder as it
      appears in the Securities Register not less than ten (10) days prior to
      such Special Record Date. Notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor having been so mailed, such
      Defaulted Interest shall be paid to the Persons in whose names the
      Securities (or their respective Predecessor Securities) are registered on
      such Special Record Date; or

            (ii) The Company may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Securities may be listed and, upon such
      notice as may be required by such exchange (or by the Trustee if the
      Securities are not listed), if, after notice given by the Company to the
      Trustee of the proposed payment pursuant to this clause, such payment
      shall be deemed practicable by the Trustee.

      (d) Payments of interest on the Securities shall include interest accrued
to but excluding the respective Interest Payment Dates. Interest payments for
the Securities shall be computed and paid on the basis of a 360-day year and the
actual number of days elapsed in the relevant interest period.

      (e) Payment of principal of, premium, if any, and interest on the
Securities shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payments of principal, premium, if any, and interest due at the
Maturity of such Securities shall be made at the Place of Payment upon surrender
of such Securities to the Paying Agent and payments of interest shall be made
subject to such surrender where applicable, by wire transfer at such place and
to such account at a banking institution in the United States as may be
designated in writing to the Paying Agent at least ten (10) Business Days prior
to the date for payment by the Person entitled thereto unless proper written
transfer instructions have not been received by the relevant record date, in
which case such payments shall be made by check mailed to the address of such
Person as such address shall appear in the Security Register. Notwithstanding
the foregoing, so long as the holder of this Security is the Property Trustee,
the payment of the principal of (and premium if any) and interest (including any
overdue installment of interest and Additional Tax Sums, if any) on this
Security will be made at such place and to such account as may be designated by
the Property Trustee.


                                       24
<PAGE>

      (f) Subject to the foregoing provisions of this Section 3.1, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Security.

      SECTION 3.2. Denominations.

      The Securities shall be in registered form without coupons and shall be
issuable in minimum denominations of $100,000 and any integral multiple of
$1,000 in excess thereof.

      SECTION 3.3. Execution, Authentication, Delivery and Dating.

      (a) At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities in an aggregate principal
amount (including all then Outstanding Securities) not in excess of $10,310,000
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and shall be fully protected in relying
upon:

            (i) a copy of any Board Resolution relating thereto; and

            (ii) an Opinion of Counsel stating that such Securities, when
      authenticated and delivered by the Trustee and issued by the Company in
      the manner and subject to any conditions specified in such Opinion of
      Counsel, will constitute valid and legally binding obligations of the
      Company, 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.

      (b) The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced or impressed thereon
and attested by its Secretary or one of its Assistant Secretaries. The signature
of any of these officers on the Securities may be manual or facsimile.
Securities bearing the manual or facsimile signatures of individuals who were at
any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

      (c) No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.8, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.


                                       25
<PAGE>

      (d) Each Security shall be dated the date of its authentication.

      SECTION 3.4. Global Securities.

      (a) Upon the election of the Holder after the Original Issue Date, which
election need not be in writing, the Securities owned by such Holder shall be
issued in the form of one or more Global Securities registered in the name of
the Depositary or its nominee. Each Global Security issued under this Indenture
shall be registered in the name of the Depositary designated by the Company for
such Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

      (b) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee and the Company in
writing that such Depositary is no longer willing or able to properly discharge
its responsibilities as Depositary with respect to such Global Security, and no
qualified successor is appointed by the Company within ninety (90) days of
receipt by the Company of such notice, (ii) such Depositary ceases to be a
clearing agency registered under the Exchange Act and no successor is appointed
by the Company within ninety (90) days after obtaining knowledge of such event,
(iii) the Company executes and delivers to the Trustee a Company Order stating
that the Company elects to terminate the book-entry system through the
Depositary or (iv) an Event of Default shall have occurred and be continuing.
Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv)
above, the Trustee shall notify the Depositary and instruct the Depositary to
notify all owners of beneficial interests in such Global Security of the
occurrence of such event and of the availability of Securities to such owners of
beneficial interests requesting the same. Upon the issuance of such Securities
and the registration in the Securities Register of such Securities in the names
of the Holders of the beneficial interests therein, the Trustees shall recognize
such holders of beneficial interests as Holders.

      (c) If any Global Security is to be exchanged for other Securities or
canceled in part, or if another Security is to be exchanged in whole or in part
for a beneficial interest in any Global Security, then either (i) such Global
Security shall be so surrendered for exchange or cancellation as provided in
this Article III or (ii) the principal amount thereof shall be reduced or
increased by an amount equal to the portion thereof to be so exchanged or
canceled, or equal to the principal amount of such other Security to be so
exchanged for a beneficial interest therein, as the case may be, by means of an
appropriate adjustment made on the records of the Securities Registrar,
whereupon the Trustee, in accordance with the Applicable Depository Procedures,
shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Security by the Depositary, accompanied by registration
instructions, the Company shall execute and the Trustee shall authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) in accordance with the instructions of the Depositary. The
Trustee shall not be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be fully protected in relying on, such
instructions.


                                       26
<PAGE>

      (d) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof shall be authenticated and delivered in the form of, and shall be, a
Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof.

      (e) Securities distributed to holders of Book-Entry Preferred Securities
(as defined in the applicable Trust Agreement) upon the dissolution of the Trust
shall be distributed in the form of one or more Global Securities registered in
the name of a Depositary or its nominee, and deposited with the Securities
Registrar, as custodian for such Depositary, or with such Depositary, for credit
by the Depositary to the respective accounts of the beneficial owners of the
Securities represented thereby (or such other accounts as they may direct).
Securities distributed to holders of Preferred Securities other than Book-Entry
Preferred Securities upon the dissolution of the Trust shall not be issued in
the form of a Global Security or any other form intended to facilitate
book-entry trading in beneficial interests in such Securities.

      (f) The Depositary or its nominee, as the registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Depository
Procedures. Accordingly, any such owner's beneficial interest in a Global
Security shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depositary or its nominee or
its Depositary Participants. The Securities Registrar and the Trustee shall be
entitled to deal with the Depositary for all purposes of this Indenture relating
to a Global Security (including the payment of principal and interest thereon
and the giving of instructions or directions by owners of beneficial interests
therein and the giving of notices) as the sole Holder of the Security and shall
have no obligations to the owners of beneficial interests therein. Neither the
Trustee nor the Securities Registrar shall have any liability in respect of any
transfers effected by the Depositary.

      (g) The rights of owners of beneficial interests in a Global Security
shall be exercised only through the Depositary and shall be limited to those
established by law and agreements between such owners and the Depositary and/or
its Depositary Participants.

      (h) No holder of any beneficial interest in any Global Security held on
its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Security, and such Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the owner of
such Global Security for all purposes whatsoever. None of the Company, the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Security or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary (or its nominee) as Holder of any Security.


                                       27
<PAGE>

      SECTION 3.5. Registration, Transfer and Exchange Generally.

      (a) The Trustee shall cause to be kept at the Corporate Trust Office a
register (the "Securities Register") in which the registrar and transfer agent
with respect to the Securities (the "Securities Registrar"), subject to such
reasonable regulations as it may prescribe, shall provide for the registration
of Securities and of transfers and exchanges of Securities. The Trustee shall at
all times also be the Securities Registrar. The provisions of Article VI shall
apply to the Trustee in its role as Securities Registrar.

      (b) Upon surrender for registration of transfer of any Security at the
offices or agencies of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of any
authorized denominations of like tenor and aggregate principal amount.

      (c) At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations, of like tenor and aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities that the Holder making the exchange is entitled to receive.

      (d) All Securities issued upon any transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

      (e) Every Security presented or surrendered for transfer or exchange shall
(if so required by the Company or the Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar, duly executed by the Holder thereof or
such Holder's attorney duly authorized in writing.

      (f) No service charge shall be made to a Holder for any transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities.

      (g) Neither the Company nor the Trustee shall be required pursuant to the
provisions of this Section 3.5 (g) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business
fifteen (15) days before the day of selection for redemption of Securities
pursuant to Article XI and ending at the close of business on the day of mailing
of the notice of redemption or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case of
any such Security to be redeemed in part, any portion thereof not to be
redeemed.

      (h) The Company shall designate an office or offices or agency or agencies
where Securities may be surrendered for registration or transfer or exchange.
The Company initially designates the Corporate Trust Office as its office and
agency for such purposes. The Company shall give prompt written notice to the
Trustee and to the Holders of any change in the location of any such office or
agency.


                                       28
<PAGE>

      SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

      (a) If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of like tenor and
aggregate principal amount and bearing a number not contemporaneously
outstanding.

      (b) If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Company or the Trustee that
such Security has been acquired by a bona fide purchaser, the Company shall
execute and upon its written request the Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Security, a new Security of like
tenor and aggregate principal amount as such destroyed, lost or stolen Security,
and bearing a number not contemporaneously outstanding.

      (c) If any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

      (d) Upon the issuance of any new Security under this Section 3.6, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

      (e) Every new Security issued pursuant to this Section 3.6 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

      (f) The provisions of this Section 3.6 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

      SECTION 3.7. Persons Deemed Owners.

      The Company, the Trustee and any agent of the Company or the Trustee shall
treat the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any interest
on such Security and for all other purposes whatsoever, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

      SECTION 3.8. Cancellation.

      All Securities surrendered for payment, redemption, transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Securities surrendered directly to the
Trustee for any such purpose shall be


                                       29
<PAGE>

promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
that the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section 3.8, except as expressly permitted by this Indenture. All
canceled Securities shall be disposed of by the Trustee in accordance with its
customary practices and the Trustee shall deliver to the Company a certificate
of such disposition.

      SECTION 3.9. Deferrals of interest Payment Dates.

      (a) So long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time and from time to time during the term
of the Security, to defer the payment of interest on the Securities for a period
of up to ten (10) consecutive semi-annual interest payment periods (each such
period, an "Extension Period"), during which Extension Period(s), the Company
shall have the right to make no payments or partial payments of interest on any
Interest Payment Date (except any Additional Tax Sums that otherwise may be due
and payable). No Extension Period shall end on a date other than an Interest
Payment Date and no Extension Period shall extend beyond the Stated Maturity of
the principal of the Securities. No interest shall be due and payable during an
Extension Period, except at the end thereof, but each installment of interest
that would otherwise have been due and payable during such Extension Period
shall bear Additional Interest (to the extent payment of such interest would be
legally enforceable) at the rate equal to LIBOR plus 3 5/8% per annum
(provided, that, the applicable interest rate on such deferred interest shall
not exceed 12% through the Interest Payment Date in July 2007) compounded
semiannually, from the dates on which amounts would have otherwise been due and
payable until paid or until funds for the payment thereof have been made
available for payment. At the end of any such Extension Period, the Company
shall pay all interest then accrued and unpaid on the Securities together with
such Additional Interest. Prior to the termination of any such Extension Period,
the Company may extend such Extension Period and further defer the payment of
interest; provided, that (i) all such previous and further extensions comprising
such Extension Period do not exceed ten (10) semi-annual interest payment
periods, (ii) no Extension Period shall end on a date other than an Interest
Payment Date and (iii) no Extension Period shall extend beyond the Stated
Maturity of the principal of the Securities. Upon the termination of any such
Extension Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Company may elect
to begin a new Extension Period; provided, that (i) such Extension Period does
not exceed ten (10) semi-annual interest payment periods, (ii) no Extension
Period shall end on a date other than an Interest Payment Date and (iii) no
Extension Period shall extend beyond the Stated Maturity of the principal of the
Securities. The Company shall give the Holders of the Securities and the Trustee
written notice of its election to begin any such Extension Period at least one
Business Day prior to the next succeeding Interest Payment Date on which
interest on the Securities would be payable but for such deferral or, so long as
any Securities are held by the Trust, at least one Business Day prior to the
earlier of (i) the next succeeding date on which Distributions on the Preferred
Securities of such Trust would be payable but for such deferral and (ii) the
date on which the Property Trustee of such Trust is required to give notice to
any securities exchange or other applicable self-regulatory organization or to
holders of such Preferred Securities of the record date for the payment of such
Distributions.


                                       30
<PAGE>

      (b) In connection with any such Extension Period, the Company shall be
subject to the restrictions set forth in Section 10.6(a).

      SECTION 3.10. Right of Set-0ff.

      Notwithstanding anything to the contrary herein, the Company shall have
the right to set off any payment it is otherwise required to make in respect of
any Security to the extent the Company has theretofore made, or is concurrently
on the date of such payment making, a payment under the Guarantee Agreement
relating to such Security or to a holder of Preferred Securities pursuant to an
action undertaken under Section 5.8 of this Indenture.

      SECTION 3.11. Agreed Tax Treatment.

      Each Security issued hereunder shall provide that the Company and, by its
acceptance or acquisition of a Security or a beneficial interest therein, the
Holder of, and any Person that acquires a direct or indirect beneficial interest
in, such Security, intend and agree to treat such Security as indebtedness of
the Company for United States Federal, state and local tax purposes and to treat
the Preferred Securities (including but not limited to all payments and proceeds
with respect to the Preferred Securities) as an undivided beneficial ownership
interest in the Securities (and payments and proceeds therefrom, respectively)
for United States Federal, state and local tax purposes. The provisions of this
Indenture shall be interpreted to further this intention and agreement of the
parties.

      SECTION 3.12. CUSIP Numbers.

      The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption and other similar or related materials as a convenience to
Holders; provided, that any such notice or other materials may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or other materials
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers.

                                   ARTICLE IV

                           Satisfaction and Discharge

      SECTION 4.1. Satisfaction and Discharge of Indenture.

      This Indenture shall, upon Company Request, cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and as otherwise provided in this
Section 4.1) and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

      (a) either

            (i) all Securities theretofore authenticated and delivered (other
      than (A) Securities that have been mutilated, destroyed, lost or stolen
      and that have been replaced or paid as


                                       31
<PAGE>

      provided in Section 3.6 and (B) Securities for whose payment money has
      theretofore been deposited in trust or segregated and held in trust by the
      Company and thereafter repaid to the Company or discharged from such trust
      as provided in Section 10.2) have been delivered to the Trustee for
      cancellation; or

            (ii) all such Securities not theretofore delivered to the Trustee
      for cancellation

                  (A)   have become due and payable, or

                  (B)   will become due and payable at their Stated Maturity
                        within one year of the date of deposit, or

                  (C)   are to be called for redemption within one year under
                        arrangements satisfactory to the Trustee for the giving
                        of notice of redemption by the Trustee in the name, and
                        at the expense, of the Company,

      and the Company, in the case of subclause (ii) (A), (B) or (C) above, has
      deposited or caused to be deposited with the Trustee as trust funds in
      trust for such purpose (x) an amount in the currency or currencies in
      which the Securities are payable, (y) Government Obligations which through
      the scheduled payment of principal and interest in respect thereof in
      accordance with their terms will provide, not later than the due date of
      any payment, money in an amount or (z) a combination thereof, in each case
      sufficient, in the opinion of a nationally recognized firm of independent
      public accountants expressed in a written certification thereof delivered
      to the Trustee, to pay and discharge the entire indebtedness on such
      Securities not theretofore delivered to the Trustee for cancellation, for
      principal and any premium and interest (including any Additional Interest)
      to the date of such deposit (in the case of Securities that have become
      due and payable) or to the Stated Maturity (or any date of principal
      repayment upon early maturity) or Redemption Date, as the case may be;

      (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

      (c) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.6, the obligations of
the Company to any Authenticating Agent under Section 6.11 and, if money shall
have been deposited with the Trustee pursuant to subclause (a)(ii) of this
Section 4.1, the obligations of the Trustee under Section 4.2 and Section
10.2(e) shall survive.

      SECTION 4.2. Application of Trust Money.

      Subject to the provisions Section 10.2(e), all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by the
Trustee, in accordance with the provisions of the Securities and this Indenture,
to the payment in accordance with Section 3.1, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as


                                       32
<PAGE>

the Trustee may determine, to the Persons entitled thereto, of the principal and
any premium and interest (including any Additional Interest) for the payment of
which such money or obligations have been deposited with or received by the
Trustee. Moneys held by the Trustee under this Section 4.2 shall not be subject
to the claims of holders of Senior Debt under Article XII.

                                    ARTICLE V

                                    Remedies

      SECTION 5.1. Events of Default.

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

      (a) default in the payment of any interest upon any Security, including
any Additional Interest in respect thereof, when it becomes due and payable, and
continuance of such default for a period of thirty (30) days (subject to the
deferral of any due date in the case of an Extension Period); or

      (b) default in the payment of the principal of or any premium on any
Security at its Maturity; or

      (c) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture and continuance of such default or breach for a
period of thirty (30) days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least twenty five percent (25%) in aggregate principal
amount of the Outstanding 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;

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

      (e) the institution by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by the Company to the institution of
bankruptcy or insolvency proceedings against it, or the filing by the Company of
a petition or answer or consent seeking reorganization or relief under any
applicable Federal or state bankruptcy, insolvency, reorganization or other
similar law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company 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


                                       33
<PAGE>

its inability to pay its debts generally as they become due and its willingness
to be adjudicated a bankrupt or insolvent, or the taking of corporate action by
the Company in furtherance of any such action.

      (f) the Trust shall have voluntarily or involuntarily liquidated,
dissolved, wound-up its business or otherwise terminated its existence, except
in connection with (1) the distribution of the Securities to holders of the
Preferred Securities in liquidation of their interests in the Trust, (2) the
redemption of all of the outstanding Preferred Securities or (3) certain
mergers, consolidations or amalgamations, each as and to the extent permitted by
the Trust Agreement.

      SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

      (a) If an Event of Default occurs and is continuing, then and in every
such case the Trustee or the Holders of not less than twenty five percent (25%)
in aggregate principal amount of the Outstanding Securities may declare the
principal amount of all the Securities to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders),
provided, that if, upon an Event of Default, the Trustee or the Holders of not
less than twenty five percent (25%) in principal amount of the Outstanding
Securities fail to declare the principal of all the Outstanding Securities to be
immediately due and payable, the holders of at least twenty five percent (25%)
in aggregate Liquidation Amount (as defined in the Trust Agreement) of the
Preferred Securities then outstanding shall have the right to make such
declaration by a notice in writing to the Property Trustee, the Company and the
Trustee; and upon any such declaration the principal amount of and the accrued
interest (including any Additional Interest) on all the Securities shall become
immediately due and payable.

      (b) At any time after such a declaration of acceleration with respect to
Securities has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter provided in this
Article V, the Holders of a majority in aggregate principal amount of the
Outstanding Securities, by written notice to the Indenture Trustee, or the
Holders of a majority in aggregate liquidation amount of the Preferred
Securities, by written notice to the Property Trustee, the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

            (i) the Company has paid or deposited with the Trustee a sum
      sufficient to pay:

                  (A)   all overdue installments of interest on all Securities,


                  (B)   any accrued Additional Interest on all Securities,

                  (c)   the principal of and any premium on any Securities
                        that have become due otherwise than by such declaration
                        of acceleration and interest (including any Additional
                        Interest) thereon at the rate borne by the Securities,
                        and

                  (D)   all sums paid or advanced by the Trustee hereunder and
                        the reasonable compensation, expenses, disbursements and
                        advances of the Trustee, the Property Trustee and their
                        agents and counsel; and


                                       34
<PAGE>

            (ii) all Events of Default with respect to Securities, other than
      the non-payment of the principal of Securities that has become due solely
      by such acceleration, have been cured or waived as provided in Section
      5.13;

provided, that if the Holders of such Securities fail to annul such declaration
and waive such default, the holders of not less than a majority in aggregate
Liquidation Amount (as defined in the Trust Agreement) of the Preferred
Securities then outstanding shall also have the right to rescind and annul such
declaration and its consequences by written notice to the Property Trustee, the
Company and the Trustee, subject to the satisfaction of the conditions set forth
in paragraph (b) of this Section 5.2. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

      SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee.

      (a) The Company covenants that if:

            (i) default is made in the payment of any installment of interest
      (including any Additional Interest) on any Security when such interest
      becomes due and payable and such default continues for a period of thirty
      (30) days, or

            (ii) default is made in the payment of the principal of and any
      premium on any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal and any premium and interest (including any
Additional Interest) and, in addition thereto, all amounts owing the Trustee
under Section 6.6.

      (b) If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

      (c) If an Event of Default with respect to Securities occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

      SECTION 5.4. Trustee May File Proofs of Claim.

      In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or similar judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions


                                       35
<PAGE>

authorized hereunder in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to first pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts owing the
Trustee, any predecessor Trustee and other Persons under Section 6.6.

      SECTION 5.5. Trustee May Enforce Claim Without Possession of Securities.

      All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, subject to
Article XII and after provision for the payment of all the amounts owing the
Trustee, any predecessor Trustee and other Persons under Section 6.6, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

      SECTION 5.6. Application of Money Collected.

      Any money or property collected or to be applied by the Trustee with
respect to the Securities pursuant to this Article V shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money or property on account of principal or any premium or
interest (including any Additional Interest), upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

      FIRST: To the payment of all amounts due the Trustee, any predecessor
Trustee and other Persons under Section 6.6;

      SECOND: To the payment of all Senior Debt of the Company if and to the
extent required by Article XII.

      THIRD: Subject to Article XII, to the payment of the amounts then due and
unpaid upon the Securities for principal and any premium and interest (including
any Additional Interest) in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and any
premium and interest (including any Additional Interest), respectively; and

      FOURTH: The balance, if any, to the Person or Persons entitled thereto.

      SECTION 5.7. Limitation on Suits.

      Subject to Section 5.8, no Holder of any Securities shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture or for the appointment of a custodian, receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) or for any other remedy
hereunder, unless:


                                       36
<PAGE>

      (a) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities;

      (b) the Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

      (c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

      (d) the Trustee after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding for sixty (60) days; and

      (e) no direction inconsistent with such written request has been given to
the Trustee during such sixty (60)-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

      SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium
and Interest; Direct Action by Holders of Preferred Securities.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium on such Security at its Maturity and
payment of interest (including any Additional Interest) on such Security when
due and payable and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder. Any
registered holder of the Preferred Securities shall have the right, upon the
occurrence of an Event of Default described in Section 5.1(a) or Section 5.1(b),
to institute a suit directly against the Company for enforcement of payment to
such holder of principal of and any premium and interest (including any
Additional Interest) on the Securities having a principal amount equal to the
aggregate Liquidation Amount (as defined in the Trust Agreement) of the
Preferred Securities held by such holder.

      SECTION 5.9. Restoration of Rights and Remedies.

      If the Trustee, any Holder or any holder of Preferred Securities has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee, such Holder or such holder of
Preferred Securities, then and in every such case the Company, the Trustee, such
Holders and such holder of Preferred Securities shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee, such Holder and such holder of Preferred Securities shall continue as
though no such proceeding had been instituted.


                                       37
<PAGE>

      SECTION 5.10. Rights and Remedies Cumulative.

      Except as otherwise provided in Section 3.6(f), no right or remedy herein
conferred upon or reserved to the Trustee or the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      SECTION 5.11. Delay or Omission Not Waiver.

      No delay or omission of the Trustee, any Holder of any Securities or any
holder of any Preferred Security to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article V or by law to the Trustee or to the Holders and
the right and remedy given to the holders of Preferred Securities by Section 5.8
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee, the Holders or the holders of Preferred Securities, as the case may
be.

      SECTION 5.12. Control by Holders.

      The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee; provided, that:

      (a) such direction shall not be in conflict with any rule of law or with
this Indenture,

      (b) the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction, and

      (c) subject to the provisions of Section 6.2, the Trustee shall have the
right to decline to follow such direction if a Responsible Officer or Officers
of the Trustee shall, in good faith, reasonably determine that the proceeding so
directed would be unjustly prejudicial to the Holders not joining in any such
direction or would involve the Trustee in personal liability.

      SECTION 5.13. Waiver of Past Defaults.

      (a) The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities and the holders of a majority in aggregate
Liquidation Amount (as defined in the Trust Agreement) of the Preferred
Securities may waive any past Event of Default hereunder and its consequences
except an Event of Default:

            (i) in the payment of the principal of or any premium or interest
      (including any Additional Interest) on any Security (unless such Event of
      Default has been cured and the Company has paid to or deposited with the
      Trustee a sum sufficient to pay all installments of interest (including
      any Additional Interest) due and past due and all principal of and any
      premium on all Securities due otherwise than by acceleration), or


                                       38
<PAGE>

            (ii) in respect of a covenant or provision hereof that under Article
      IX cannot be modified or amended without the consent of each Holder of any
      Outstanding Security.

      (b) Any such waiver shall be deemed to be on behalf of the Holders of all
the Securities or, in the case of a waiver by holders of Preferred Securities
issued by such Trust, by all holders of Preferred Securities.

      (c) Upon any such waiver, such Event of Default shall cease to exist and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereon.

      SECTION 5.14. Undertaking for Costs.

      All parties to this Indenture agree, and each Holder of any Security by
his or her acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.14 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than ten percent (10%) in aggregate principal amount of
the Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of or any premium on the Security
after the Stated Maturity or any interest (including any Additional Interest) on
any Security after it is due and payable.

      SECTION 5.15. Waiver of Usury, Stay or Extension Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VI

                                   The Trustee

      SECTION 6.1. Corporate Trustee Required.

      There shall at all times be a Trustee hereunder with respect to the
Securities. The Trustee shall be a corporation organized and doing business
under the laws of the United States or of any state thereof, authorized to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by Federal or state


                                       39
<PAGE>

authority and having an office within the United States. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of such supervising or examining authority, then, for the purposes
of this Section 6.1, the combined capital and surplus of such corporation 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 Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.1, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VI.

      SECTION 6.2. Certain Duties and Responsibilities.

      Except during the continuance of an Event of Default:

            (i) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture, and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (ii) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture;
      provided, that in the case of any such certificates or opinions that by
      any provision hereof are specifically required to be furnished to the
      Trustee, the Trustee shall be under a duty to examine the same to
      determine whether or not they substantially conform on their face to the
      requirements of this Indenture.

      (b) If an Event of Default known to the Trustee has occurred and is
continuing, the Trustee shall, prior to the receipt of directions, if any, from
the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities, exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

      (c) Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee 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. Whether or not therein expressly
so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 6.2. To the extent that, at law or in
equity, the Trustee has duties and liabilities relating to the Holders, the
Trustee shall not be liable to any Holder for the Trustee's good faith reliance
on the provisions of this Indenture. The provisions of this Indenture, to the
extent that they restrict the duties and liabilities of the Trustee otherwise
existing at law or in equity, are agreed by the Company and the Holders to
replace such other duties and liabilities of the Trustee.

      (d) No provisions of this Indenture shall be construed to relieve the
Trustee from liability with respect to matters that are within the authority of
the Trustee under this Indenture for its own negligent action, negligent failure
to act or willful misconduct, except that:


                                       40
<PAGE>

            (i) the Trustee shall not be liable for any error or judgment made
      in good faith by an authorized officer of the Trustee, unless it shall be
      proved that the Trustee was negligent in ascertaining the pertinent facts;

            (ii) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of at least a majority in aggregate principal
      amount of the Outstanding Securities relating to the time, method and
      place of conducting any proceeding for any remedy available to the Trustee
      under this Indenture; and

            (iii) the Trustee shall be under no liability for interest on any
      money received by it hereunder except as otherwise agreed with the Company
      and money held by the Trustee in trust hereunder need not be segregated
      from other funds except to the extent required by law.

      SECTION 6.3. Notice of Defaults.

      Within ninety (90) days after the occurrence of any default actually known
to the Trustee, the Trustee shall give the Holders notice of such default unless
such default shall have been cured or waived; provided, that except in the case
of a default in the payment of the principal of or any premium or interest on
any Securities, the Trustee shall by fully protected in withholding the notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determines that withholding the notice is in the interest of holders of
Securities; and provided, that in the case of any default of the character
specified in Section 5.1(c), no such notice to Holders shall be given until at
least thirty (30) days after the occurrence thereof. For the purpose of this
Section 6.3, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default.

      SECTION 6.4. Certain Rights of Trustee.

      Subject to the provisions of Section 6.2:

      (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting in good faith and in accordance with the terms
hereof upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

      (b) if (i) in performing its duties under this Indenture the Trustee is
required to decide between alternative courses of action, (ii) in construing any
of the provisions of this Indenture the Trustee finds ambiguous or inconsistent
with any other provisions contained herein or (iii) the Trustee is unsure of the
application of any provision of this Indenture, then, except as to any matter as
to which the Holders are entitled to decide under the terms of this Indenture,
the Trustee shall deliver a notice to the Company requesting the Company's
written instruction as to the course of action to be taken and the Trustee shall
take such action, or refrain from taking such action, as the Trustee shall be
instructed in writing to take, or to refrain from taking, by the Company;
provided, that if the Trustee does not receive such instructions from the
Company within ten Business Days after it has delivered such notice or such
reasonably shorter period of


                                       41
<PAGE>

time set forth in such notice the Trustee may, but shall be under no duty to,
take such action, or refrain from taking such action, as the Trustee shall deem
advisable and in the best interests of the Holders, in which event the Trustee
shall have no liability except for its own negligence, bad faith or willful
misconduct;

      (c) any request or direction of the Company shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board
of Directors may be sufficiently evidenced by a Board Resolution;

      (d) the Trustee may consult with counsel (which counsel may be counsel to
the Trustee, the Company or any of its Affiliates, and may include any of its
employees) and the advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;

      (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity reasonably satisfactory to it against the
costs, expenses (including reasonable attorneys' fees and expenses) and
liabilities that might be incurred by it in compliance with such request or
direction, including reasonable advances as may be requested by the Trustee;

      (f) the 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, bond, indenture,
note or other paper or document, but the Trustee in its discretion may make such
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney;

      (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys,
custodians or nominees and the Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent, attorney, custodian or
nominee appointed with due care by it hereunder;

      (h) whenever in the administration of this Indenture the Trustee shall
deem it desirable to receive instructions with respect to enforcing any remedy
or right or taking any other action with respect to enforcing any remedy or
right hereunder, the Trustees (i) may request instructions from the Holders
(which instructions may only be given by the Holders of the same aggregate
principal amount of Outstanding Securities as would be entitled to direct the
Trustee under this Indenture in respect of such remedy, right or action), (ii)
may refrain from enforcing such remedy or right or taking such action until such
instructions are received and (iii) shall be protected in acting in accordance
with such instructions;

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

      (j) without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with any bankruptcy,


                                       42
<PAGE>

insolvency or other proceeding referred to in clauses (d) or (e) of the
definition of Event of Default, such expenses (including legal fees and expenses
of its agents and counsel) and the compensation for such services are intended
to constitute expenses of administration under any bankruptcy laws or law
relating to creditors rights generally;

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

      (l) the Trustee shall not be charged with knowledge of any Event of
Default unless either (i) a Responsible Officer of the Trustee shall have actual
knowledge or (ii) the Trustee shall have received notice thereof from the
Company or a Holder; and

      (m) in the event that the Trustee is also acting as Paying Agent,
Authenticating Agent or Securities Registrar hereunder, the rights and
protections afforded to the Trustee pursuant to this Article VI shall also be
afforded such Paying Agent, Authenticating Agent, or Securities Registrar.

      SECTION 6.5. May Hold Securities.

      The Trustee, any Authenticating Agent, any Paying Agent, any Securities
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

      SECTION 6.6. Compensation; Reimbursement; Indemnity.

      (a) The Company agrees

            (i) to pay to the Trustee from time to time reasonable compensation
      for all services rendered by it hereunder in such amounts as the Company
      and the Trustee shall agree from time to time (which compensation shall
      not be limited by any provision of law in regard to the compensation of a
      trustee of an express trust);

            (ii) to reimburse the Trustee upon its request for all reasonable
      expenses, disbursements and advances incurred or made by the Trustee in
      accordance with any provision of this Indenture (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, bad faith or willful misconduct; and

            (iii) to the fullest extent permitted by applicable law, to
      indemnify the Trustee and its Affiliates, and their officers, directors,
      shareholders, agents, representatives and employees for, and to hold them
      harmless against, any loss, damage, liability, tax (other than income,
      franchise or other taxes imposed on amounts paid pursuant to (i) or (ii)
      hereof), penalty, expense or claim of any kind or nature whatsoever
      incurred without negligence, bad faith or willful misconduct on its part
      arising out of or in connection with


                                       43
<PAGE>

      the acceptance or administration of this trust or the performance of the
      Trustee's duties hereunder, including the costs and expenses of defending
      itself against any claim or liability in connection with the exercise or
      performance of any of its powers or duties hereunder.

      (b) To secure the Company's payment obligations in this Section 6.6, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, other than money or property held in trust to pay
principal and interest on particular Securities. Such lien shall survive the
satisfaction and discharge of this Indenture or the resignation or removal of
the Trustee.

      (c) The obligations of the Company under this Section 6.6 shall survive
the satisfaction and discharge of this Indenture and the earlier resignation or
removal of the Trustee.

      (d) In no event shall the Trustee be liable for any indirect, special,
punitive or consequential loss or damage of any kind whatsoever, including, but
not limited to, lost profits, even if the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.

      (e) In no event shall the Trustee be liable for any failure or delay in
the performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, government action,
including any laws, ordinances, regulations, governmental action or the like
which delay, restrict or prohibit the providing of the services contemplated by
this Indenture.

      SECTION 6.7. Resignation and Removal; Appointment of Successor.

      (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article VI shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.8.

      (b) The Trustee may resign at any time by giving written notice thereof to
the Company.

      (c) Unless an Event of Default shall have occurred and be continuing, the
Trustee may be removed at any time by the Company by a Board Resolution. If an
Event of Default shall have occurred and be continuing, the Trustee may be
removed by Act of the Holders of a majority in aggregate principal amount of the
Outstanding Securities, delivered to the Trustee and to the Company.

      (d) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any reason, at a time
when no Event of Default shall have occurred and be continuing, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee, and such
successor Trustee and the retiring Trustee shall comply with the applicable
requirements of Section 6.8. If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any reason, at a time when an Event of Default shall have occurred and be
continuing, the Holders, by Act of the Holders of a majority in aggregate
principal amount of the Outstanding Securities, shall promptly appoint a
successor Trustee, and such successor Trustee and the retiring Trustee shall
comply with the applicable requirements of Section 6.8. If no successor Trustee
shall have been so


                                       44
<PAGE>

appointed by the Company or the Holders and accepted appointment within sixty
(60) days after the giving of a notice of resignation by the Trustee or the
removal of the Trustee in the manner required by Section 6.8, any Holder who has
been a bona fide Holder of a Security for at least six months may, on behalf of
such Holder and all others similarly situated, and any resigning Trustee may, at
the expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

      (e) The Company shall give notice to all Holders in the manner provided in
Section 1.6 of each resignation and each removal of the Trustee and each
appointment of a successor Trustee. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

      SECTION 6.8. Acceptance of Appointment by Successor.

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

      (b) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all rights, powers and trusts referred to in paragraph
(a) of this Section 6.8.

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

      SECTION 6.9. Merger, Conversion, Consolidation or Succession to Business.

      Any Person into which the Trustee may be merged or converted or with which
it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided,
that such Person shall be otherwise qualified and eligible under this Article
VI. In case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation
or as otherwise provided above in this Section 6.9 to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated, and in case any Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor Trustee or in the name of such successor Trustee, and in all
cases the certificate of authentication shall have the full force which it is
provided anywhere in the Securities or in this Indenture that the certificate of
the Trustee shall have.


                                       45
<PAGE>

      SECTION 6.10. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of the Securities or the proceeds thereof.

      SECTION 6.11. Appointment of Authenticating Agent.

      (a) The Trustee may appoint an Authenticating Agent or Agents with respect
to the Securities, which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.6, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, or of any State or Territory thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or state authority. If such Authenticating
Agent publishes reports of condition at least annually pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section 6.11 the combined capital and surplus of such Authenticating
Agent 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 an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section 6.11, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 6.11.

      (b) Any Person into which an Authenticating Agent 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 Authenticating Agent shall be
a party, or any Person succeeding to all or substantially all of the corporate
trust business of an Authenticating Agent shall be the successor Authenticating
Agent hereunder, provided such Person shall be otherwise eligible under this
Section 6.11, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.

      (c) An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.11, the Trustee may appoint a successor
Authenticating Agent eligible under the provisions of this Section 6.11, which
shall be acceptable to the Company, and shall give notice of such appointment to
all Holders. Any successor Authenticating Agent upon acceptance of its


                                       46
<PAGE>

appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.

      (d) The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 6.11 in such
amounts as the Company and the Authenticating Agent shall agree from time to
time.

      (e) If an appointment of an Authenticating Agent is made pursuant to this
Section 6.11, the Securities may have endorsed thereon, in addition to the
Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

This is one of the Securities designated therein referred to in the within
mentioned Indenture.

Dated:

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

                                     -------------------------------------------
                                     Authenticating Agent


                                     By:
                                        ----------------------------------------
                                        Authorized Officer

                                   ARTICLE VII

                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

      SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders.

      The Company will furnish or cause to be furnished to the Trustee:

      (a) semi-annually, on or before June 30 and December 31 of each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of a date not more than fifteen (15) days prior to
the delivery thereof, and

      (b) at such other times as the Trustee may request in writing, within
thirty (30) days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than fifteen (15) days prior to
the time such list is furnished,

in each case to the extent such information is in the possession or control of
the Company and has not otherwise been received by the Trustee in its capacity
as Securities Registrar.


                                       47
<PAGE>

      SECTION 7.2. Preservation of Information, Communications to Holders.

      (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

      (b) The rights of Holders to communicate with other Holders with respect
to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

      (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of information as to the names and addresses of the Holders made
pursuant to the Trust Indenture Act.

      SECTION 7.3. Reports by Company.

      (a) The Company shall furnish to the Holders and to prospective purchasers
of Securities, upon their request, the information required to be furnished
pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish
to the Trustee and, so long as the Property Trustee holds any of the Securities,
the Company shall furnish to the Property Trustee, reports on Form FR Y-9C
promptly following their filing with the Federal Reserve Board.

      (b) The Depositor shall furnish to the Holders and to subsequent holders
of Securities a duly completed and executed certificate in the form attached
hereto as Exhibit A, including the attachments referenced in such Exhibit, which
certificate and amendments shall be so furnished by the Company not later than
forty five (45) days after the end of each of the first three fiscal quarters of
each fiscal year of the Company and not later than ninety (90) days after the
end of each fiscal year of the Company, but in no event shall the delivery
requirement pursuant to this Section 7.3(b) be duplicative of the delivery
requirement set forth in Section 6(g) of the Purchase Agreement.

                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

      SECTION 8.1. Company May Consolidate, Etc., Only on Certain Terms.

      The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no Person shall consolidate with or merge into the Company or
convey, transfer or lease its properties and assets substantially as an entirety
to the Company, unless:

      (a) if the Company shall consolidate with or merge into another Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, the entity formed by such consolidation or into which the Company
is merged or the Person that acquires


                                       48
<PAGE>

by conveyance or transfer, or that leases, the properties and assets of the
Company substantially as an entirety shall be an entity organized and existing
under the laws of the United States of America or any State or Territory thereof
or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, the due and punctual payment of the principal of
and any premium and interest (including any Additional Interest) on all the
Securities and the performance of every covenant of this Indenture on the part
of the Company to be performed or observed;

      (b) immediately after giving effect to such transaction, no Event of
Default, and no event that, after notice or lapse of time, or both, would
constitute an Event of Default, shall have happened and be continuing; and

      (c) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and, if a supplemental indenture is required in connection
with such transaction, any such supplemental indenture comply with this Article
VIII and that all conditions precedent herein provided for relating to such
transaction have been complied with; and the Trustee may rely upon such
Officers' Certificate and Opinion of Counsel as conclusive evidence that such
transaction complies with this Section 8.1.

      SECTION 8.2. Successor Company Substituted.

      (a) Upon any consolidation or merger by the Company with or into any other
Person, or any conveyance, transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with Section
8.1 and the execution and delivery to the Trustee of the supplemental indenture
described in Section 8.1(a), the successor entity formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor Person had been named as the Company herein; and in the event of
any such conveyance or transfer, following the execution and delivery of such
supplemental indenture, the Company shall be discharged from all obligations and
covenants under the Indenture and the Securities.

      (b) Such successor Person may cause to be executed, and may issue either
in its own name or in the name of the Company, any or all of the Securities
issuable hereunder that theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities that previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Securities
that such successor Person thereafter shall cause to be executed and delivered
to the Trustee on its behalf. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture.

      (c) In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate to reflect such occurrence.


                                       49
<PAGE>

                                  ARTICLE IX

                              Supplemental Indentures

      SECTION 9.1. Supplemental Indentures without Consent of Holders.

      Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form reasonably satisfactory
to the Trustee, for any of the following purposes:

      (a) to evidence the succession of another Person to the Company, and the
assumption by any such successor of the covenants of the Company herein and in
the Securities; or

      (b) to cure any ambiguity, to correct or supplement any provision herein
that may be defective or inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Indenture, which shall not be inconsistent with the other provisions of
this Indenture, provided, that such action pursuant to this clause (b) shall not
adversely affect in any material respect the interests of any Holders or the
holders of the Preferred Securities; or

      (c) to add to the covenants, restrictions or obligations of the Company or
to add to the Events of Default, provided, that such action pursuant to this
clause (c) shall not adversely affect in any material respect the interests of
any Holders or the holders of the Preferred Securities; or

      (d) to modify, eliminate or add to any provisions of the Indenture or the
Securities to such extent as shall be necessary to ensure that the Securities
are treated as indebtedness of the Company for United States Federal income tax
purposes, provided, that such action pursuant to this clause (d) shall not
adversely affect in any material respect the interests of any Holders or the
holders of the Preferred Securities.

      SECTION 9.2. Supplemental Indentures with Consent of Holders.

      (a) With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities under this
Indenture; provided, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security,

            (i) change the Stated Maturity of the principal or any premium of
      any Security or change the date of payment of any installment of interest
      (including any Additional Interest) on any Security, or reduce the
      principal amount thereof or the rate of interest thereon or any premium
      payable upon the redemption thereof or change the place of payment where,
      or the coin or currency in which, any Security or interest thereon is
      payable, or restrict or impair the right to institute suit for the
      enforcement of any such payment on or after such date, or


                                       50
<PAGE>

            (ii) reduce the percentage in aggregate principal amount of the
      Outstanding Securities, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver of compliance with any provision of this Indenture or of
      defaults hereunder and their consequences provided for in this Indenture,
      or

            (iii) modify any of the provisions of this Section 9.2, Section 5.13
      or Section 10.7, except to increase any percentage in aggregate principal
      amount of the Outstanding Securities, the consent of whose Holder is
      required for any reason, or to provide that certain other provisions of
      this Indenture cannot be modified or waived without the consent of the
      Holder of each Security;

provided, further, that, so long as any Preferred Securities remain outstanding,
no amendment under this Section 9.2 shall be effective until the holders of a
majority in Liquidation Amount (as defined in the Trust Agreement) of the Trust
Securities shall have consented to such amendment; provided, further, that if
the consent of the holder of each Outstanding Security is required for any
amendment under this Indenture, such amendment shall not be effective until the
holder of each Outstanding Trust Security shall have consented to such
amendment.

      (b) It shall not be necessary for any Act of Holders under this Section
9.2 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

      SECTION 9.3. Execution of Supplemental Indentures.

      In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article IX or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and shall be fully protected in conclusively relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent herein provided for relating to such action have been
complied with. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture that affects the Trustee's own rights, duties,
indemnities or immunities under this Indenture or otherwise. Copies of the final
form of each supplemental indenture shall be delivered by the Trustee at the
expense of the Company to each Holder, and, if the Trustee is the Property
Trustee, to each holder of Preferred Securities, promptly after the execution
thereof.

      SECTION 9.4. Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article IX,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

      SECTION 9.5. Reference in Securities to Supplemental Indentures.

      Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article IX may, and shall if required by
the Company, bear a notation in form approved by the Company as to any matter
provided for in such supplemental indenture. If the


                                       51
<PAGE>

Company shall so determine, new Securities so modified as to conform, in the
opinion of the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

                                    ARTICLE X

                                    Covenants

      SECTION 10.1. Payment of Principal, Premium and Interest.

      The Company covenants and agrees for the benefit of the Securities that it
will duly and punctually pay the principal of and any premium and interest
(including any Additional Interest) on the Securities in accordance with the
terms of the Securities and this Indenture.

      SECTION 10.2. Money for Security Payments to be Held in Trust.

      (a) If the Company shall at any time act as its own Paying Agent with
respect to the Securities, it will, on or before each due date of the principal
of and any premium or interest (including any Additional Interest) on the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest
(including Additional Interest) so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee in writing of its failure so to act.

      (b) Whenever the Company shall have one or more Paying Agents, it will,
prior to 10:00 a.m., New York City time, on each due date of the principal of or
any premium or interest (including any Additional Interest) on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided in the Trust Indenture Act and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its failure so to act.

      (c) The Company will cause each Paying Agent for the Securities other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section 10.2, that such Paying Agent will (i) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities) in the making of any payment in respect of the Securities, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Securities.

      (d) The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.


                                       52
<PAGE>

      (e) Any money deposited with the Trustee or any Paying Agent, or then held
by the Company in trust for the payment of the principal of and any premium or
interest (including any Additional Interest) on any Security and remaining
unclaimed for two years after such principal and any premium or interest has
become due and payable shall (unless otherwise required by mandatory provision
of applicable escheat or abandoned or unclaimed property law) be paid on Company
Request to the Company, or (if then held by the Company) shall (unless otherwise
required by mandatory provision of applicable escheat or abandoned or unclaimed
property law) be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than thirty (30) days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

      SECTION 10.3. Statement as to Compliance.

      The Company shall deliver to the Trustee, within one hundred and twenty
(120) days after the end of each fiscal year of the Company ending after the
date hereof, an Officers' Certificate covering the preceding calendar year,
stating whether or not to the knowledge of the signers thereof the Company is in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder), and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

      SECTION 10.4. Calculation Agent.

      (a) The Company hereby agrees that for so long as any of the Securities
remain Outstanding, there will at all times be an agent appointed to calculate
LIBOR in respect of each Interest Payment Date in accordance with the terms of
Schedule A (the "Calculation Agent"). The Company has initially appointed the
Trustee as Calculation Agent for purposes of determining LIBOR for each Interest
Payment Date. The Calculation Agent may be removed by the Company at any time.
So long as the Property Trustee holds any of the Securities, the Calculation
Agent shall be the Property Trustee. If the Calculation Agent is unable or
unwilling to act as such or is removed by the Company, the Company will promptly
appoint as a replacement Calculation Agent the London office of a leading bank
which is engaged in transactions in Eurodollar deposits in the international
Eurodollar market and which does not control or is not controlled by or under
common control with the Company or its Affiliates. The Calculation Agent may not
resign its duties without a successor having been duly appointed.

      (b) The Calculation Agent shall be required to agree that, as soon as
possible after 11:OO a.m. (London time) on each LIBOR Determination Date (as
defined in Schedule A), but in no event later than 11:OO a.m. (London time) on
the Business Day immediately following each LIBOR Determination Date, the
Calculation Agent will calculate the interest rate (rounded to the nearest cent,
with half a cent being rounded upwards) for the related Interest Payment Date,
and


                                       53
<PAGE>

will communicate such rate and amount to the Company, the Trustee, each Paying
Agent and the Depositary. The Calculation Agent will also specify to the Company
the quotations upon which the foregoing rates and amounts are based and, in any
event, the Calculation Agent shall notify the Company before 5:00 p.m. (London
time) on each LIBOR Determination Date that either: (i) it has determined or is
in the process of determining the foregoing rates and amounts or (ii) it has not
determined and is not in the process of determining the foregoing rates and
amounts, together with its reasons therefor. The Calculation Agent's
determination of the foregoing rates and amounts for any Interest Payment Date
will (in the absence of manifest error) be final and binding upon all parties.
For the sole purpose of calculating the interest rate for the Securities,
"Business Day" shall be defined as any day on which dealings in deposits in
Dollars are transacted in the London interbank market.

      SECTION 10.5. Additional Tax Sums.

      So long as no Event of Default has occurred and is continuing, if (a) the
Trust is the Holder of all of the Outstanding Securities and (b) a Tax Event
described in clause (i) or (iii) in the definition of Tax Event in Section 1.1
hereof has occurred and is continuing, the Company shall pay to the Trust (and
its permitted successors or assigns under the related Trust Agreement) for so
long as the Trust (or its permitted successor or assignee) is the registered
holder of the Outstanding Securities, such amounts as may be necessary in order
that the amount of Distributions (including any Additional Interest Amount (as
defined in the Trust Agreement)) then due and payable by the Trust on the
Preferred Securities and Common Securities that at any time remain outstanding
in accordance with the terms thereof shall not be reduced as a result of any
Additional Taxes arising from such Tax Event (additional such amounts payable by
the Company to the Trust, the "Additional Tax Sums"). Whenever in this Indenture
or the Securities there is a reference in any context to the payment of
principal of or interest on the Securities, such mention shall be deemed to
include mention of the payments of the Additional Tax Sums provided for in this
Section 10.5 to the extent that, in such context, Additional Tax Sums are, were
or would be payable in respect thereof pursuant to the provisions of this
Section 10.5 and express mention of the payment of Additional Tax Sums (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Tax Sums in those provisions hereof where such express mention is not
made; provided, that the deferral of the payment of interest pursuant to Section
3.9 on the Securities shall not defer the payment of any Additional Tax Sums
that may be due and payable.

      SECTION 10.6. Additional Covenants.

      (a) The Company covenants and agrees with each Holder of Securities that
if an Event of Default shall have occurred and be continuing or the Company
shall have given notice of its election to begin an Extension Period with
respect to the Securities and shall not have rescinded such notice, or such
Extension Period, or any extension thereof, shall be continuing, it shall not
(i) declare or pay any dividends or distributions on, or redeem purchase,
acquire or make a liquidation payment with respect to, any shares of the
Company's capital stock, or (ii) make any payment of principal of or any
interest or premium on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu in all respects with or junior in interest to the
Securities (other than (A) repurchases, redemptions or other acquisitions of
shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
any one or more employees, officers, directors or


                                       54
<PAGE>

consultants, in connection with a dividend reinvestment or stockholder stock
purchase plan or in connection with the issuance of capital stock of the Company
(or securities convertible into or exercisable for such capital stock) as
consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (B) as a result of an exchange or conversion of any class or
series of the Company's capital stock (or any capital stock of a Subsidiary of
the Company) for any class or series of the Company's capital stock or of any
class or series of the Company's indebtedness for any class or series of the
Company's capital stock, (C) the purchase of fractional interests in shares of
the Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (D) any
declaration of a dividend in connection with any Rights Plan, the issuance of
rights, stock or other property under any Rights Plan or the redemption or
repurchase of rights pursuant thereto, or (E) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock).

      (b) The Company also covenants with each Holder of Securities (i) to hold,
directly or indirectly, one hundred percent (100%) of the Common Securities of
the Trust, provided, that any permitted successor of the Company hereunder may
succeed to the Company's ownership of such Common Securities, (ii) as holder of
such Common Securities, not to voluntarily dissolve, wind-up or liquidate the
Trust other than (A) in connection with a distribution of the Securities to the
holders of the Preferred Securities in liquidation of the Trust or (B) in
connection with certain mergers, consolidations or amalgamations permitted by
the Trust Agreement and (iii) to use its reasonable commercial efforts,
consistent with the terms and provisions of the Trust Agreement, to cause the
Trust to continue to be taxable as a grantor trust and not as a corporation for
United States Federal income tax purposes.

      SECTION 10.7. Waiver of Covenants.

      The Company may omit in any particular instance to comply with any
covenant or condition contained in Section 10.6 if, before or after the time for
such compliance, the Holders of at least a majority in aggregate principal
amount of the Outstanding Securities shall, by Act of such Holders, and at least
a majority of the aggregate Liquidation Amount (as defined in the Trust
Agreement) of the Preferred Securities then outstanding, by consent of such
holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the Company in
respect of any such covenant or condition shall remain in full force and effect.

      SECTION 10.8. Treatment of Securities.

      The Company will treat the Securities as indebtedness, and the amounts
payable in respect of the principal amount of such Securities as interest, for
all U.S. federal income tax purposes. All payments in respect of the Securities
will be made free and clear of U.S. withholding tax to any beneficial owner
thereof that has provided an Internal Revenue Service Form W-8BEN (or any
substitute or successor form) establishing its non-U.S. status for U.S. federal
income tax purposes.


                                       55
<PAGE>

                                   ARTICLE XI

                            Redemption of Securities

      SECTION 11.1. Option Redemption.

      The Company may, at its option, on any Interest Payment Date, on or after
July 30, 2007, redeem the Securities in whole at any time or in part from time
to time, at a Redemption Price equal to one hundred percent (100%) of the
principal amount thereof (or of the redeemed portion thereof, as applicable),
together, in the case of any such redemption, with accrued interest, including
any Additional Interest, to but excluding the date fixed for redemption;
provided, that the Company shall have received the prior approval of the Federal
Reserve Board with respect to such redemption if then required.

      SECTION 11.2. Special Event Redemption.

      Upon the occurrence and during the continuation of a Special Event, the
Company may, at its option, redeem the Securities, in whole but not in part, at
a Redemption Price equal to one hundred percent (100%) of the principal amount
thereof, together, in the case of any such redemption, with accrued interest,
including any Additional Interest, to but excluding the date fixed for
redemption; provided, that the Company shall have received the prior approval of
the Federal Reserve Board with respect to such redemption if then required.

      SECTION 11.3. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities, in whole or in part,
shall be evidenced by or pursuant to a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, not less than
forty five (45) days and not more than seventy five (75) days prior to the
Redemption Date (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee and the Property Trustee under the Trust Agreement in writing
of such date and of the principal amount of the Securities to be redeemed and
provide the additional information required to be included in the notice or
notices contemplated by Section 11.5. In the case of any redemption of
Securities, in whole or in part, (a) prior to the expiration of any restriction
on such redemption provided in this Indenture or the Securities or (b) pursuant
to an election of the Company which is subject to a condition specified in this
Indenture or the Securities, the Company shall furnish the Trustee with an
Officers' Certificate and an Opinion of Counsel evidencing compliance with such
restriction or condition.

      SECTION 11.4. Selection of Securities to be Redeemed.

      (a) If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than sixty (60) days prior
to the Redemption Date by the Trustee from the Outstanding Securities not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any or each Security, provided, that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.


                                       56
<PAGE>

      (b) The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed, For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security that has been or is to be redeemed.

      (c) The provisions of paragraphs (a) and (b) of this Section 11.4 shall
not apply with respect to any redemption affecting only a single Security,
whether such Security is to be redeemed in whole or in part. In the case of any
such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

      SECTION 11.5. Notice of Redemption.

      (a) Notice of redemption shall be given not later than the thirtieth
(30th) day, and not earlier than the sixtieth (60th) day, prior to the
Redemption Date to each Holder of Securities to be redeemed, in whole or in
part, (unless a shorter notice shall be satisfactory to the Property Trustee
under the related Trust Agreement).

      (b) With respect to Securities to be redeemed, in whole or in part, each
notice of redemption shall state:

            (i) the Redemption Date;

            (ii) the Redemption Price or, if the Redemption Price cannot be
      calculated prior to the time the notice is required to be sent, the
      estimate of the Redemption Price, as calculated by the Company, together
      with a statement that it is an estimate and that the actual Redemption
      Price will be calculated on the fifth Business Day prior to the Redemption
      Date (and if an estimate is provided, a further notice shall be sent of
      the actual Redemption Price on the date that such Redemption Price is
      calculated);

            (iii) if less than all Outstanding Securities are to be redeemed,
      the identification (and, in the case of partial redemption, the respective
      principal amounts) of the particular Securities to be redeemed;

            (iv) that on the Redemption Date, the Redemption Price will become
      due and payable upon each such Security or portion thereof, and that any
      interest (including any Additional Interest) on such Security or such
      portion, as the case may be, shall cease to accrue on and after said date;
      and

            (v) the place or places where such Securities are to be surrendered
      for payment of the Redemption Price.

      (c) With respect to any redemption of Securities, in whole or in part, at
the election of the Company, such notice may state that such redemption shall be
conditional upon the receipt by the Trustee or the Paying Agent for such
Securities, on or prior to the date fixed for such redemption, of money
sufficient to pay the principal of and any premium and interest on such
Securities (or, as applicable, on the portion to be redeemed) and that if such
money shall not


                                       57
<PAGE>

have been so received such notice shall be of no force or effect and the Company
shall not be required to redeem such Securities (or portion thereof). In the
event such notice of redemption contains such a condition and such money is not
so received, the redemption shall not be made and within a reasonable time
thereafter notice shall be given, in the same manner in which the notice of
redemption was given, that such money was not so received and such redemption
was not required to be made, and the Trustee or Paying Agent for the Securities
otherwise to have been redeemed, in whole or in part, shall promptly return to
the Holders thereof any of such Securities that had been surrendered for payment
upon such redemption.

      (d) Notice of redemption of Securities to be redeemed, in whole or in
part, at the election of the Company shall be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense of the Company
and, subject to paragraph (c) of this Section 11.5, shall be irrevocable. The
notice if mailed in the manner provided above shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. In any
case, a failure to give such notice by mail or any defect in the notice to the
Holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security.

      SECTION 11.6. Deposit of Redemption Price.

      Prior to 10:00 a.m., New York City time, on the Redemption Date specified
in the notice of redemption given as provided in Section 11.5, the Company will
deposit with the Trustee or with one or more Paying Agents (or if the Company is
acting as its own Paying Agent, the Company will segregate and hold in trust as
provided in Section 10.2) an amount of money sufficient to pay the Redemption
Price of, and any accrued interest (including any Additional Interest) on, all
the Securities (or portions thereof) that are to be redeemed on that date.

      SECTION 11.7. Payment of Securities Called for Redemption.

      (a) If any notice of redemption has been given as provided in Section
11.5, the Securities or portion of Securities with respect to which such notice
has been given shall become due and payable on the date and at the place or
places stated in such notice at the applicable Redemption Price, together with
accrued interest (including any Additional Interest) to the Redemption Date. On
presentation and surrender of such Securities at a Place of Payment specified in
such notice, the Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price, together with
accrued interest (including any Additional Interest) to the Redemption Date.

      (b) Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Security so presented and having the same Original Issue Date,
Stated Maturity and terms.

      (c) If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of and any premium on such
Security shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.


                                       58
<PAGE>

                                  ARTICLE XII

                             Subordination of Securities

      SECTION 12.1. Securities Subordinate to Senior Debt.

      The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article XII, the payment of the
principal of and any premium and interest (including any Additional Interest) on
each and all of the Securities are hereby expressly made subordinate and subject
in right of payment to the prior payment in full of all Senior Debt.

      SECTION 12.2. No Payment When Senior Debt in Default; Payment Over of
Proceeds Upon Dissolution, Etc.

      (a) In the event and during the continuation of any default by the Company
in the payment of any principal of or any premium or interest on any Senior Debt
(following any grace period, if applicable) when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by declaration
of acceleration or otherwise, then, upon written notice of such default to the
Company by the holders of such Senior Debt or any trustee therefor, unless and
until such default shall have been cured or waived or shall have ceased to
exist, no direct or indirect payment (in cash, property, securities, by set-off
or otherwise) shall be made or agreed to be made on account of the principal of
or any premium or interest (including any Additional Interest) on any of the
Securities, or in respect of any redemption, repayment, retirement, purchase or
other acquisition of any of the Securities.

      (b) In the event of a bankruptcy, insolvency or other proceeding described
in clause (d) or (e) of the definition of Event of Default (each such event, if
any, herein sometimes referred to as a "Proceeding"), all Senior Debt (including
any interest thereon accruing after the commencement of any such proceedings)
shall first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made to any Holder of any of the
Securities on account thereof. Any payment or distribution, whether in cash,
securities or other property (other than securities of the Company or any other
entity provided for by a plan of reorganization or readjustment the payment of
which is subordinate, at least to the extent provided in these subordination
provisions with respect to the indebtedness evidenced by the Securities, to the
payment of all Senior Debt at the time outstanding and to any securities issued
in respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for these subordination provisions) be payable or
deliverable in respect of the Securities shall be paid or delivered directly to
the holders of Senior Debt in accordance with the priorities then existing among
such holders until all Senior Debt (including any interest thereon accruing
after the commencement of any Proceeding) shall have been paid in full.

      (c) In the event of any Proceeding, after payment in full of all sums
owing with respect to Senior Debt, the Holders of the Securities, together with
the holders of any obligations of the Company ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
and any premium and interest (including any Additional Interest) on the
Securities and such other obligations before any payment or other distribution,
whether in cash, property or


                                       59
<PAGE>

otherwise, shall be made on account of any capital stock or any obligations of
the Company ranking junior to the Securities and such other obligations. If,
notwithstanding the foregoing, any payment or distribution of any character or
any security, whether in cash, securities or other property (other than
securities of the Company or any other entity provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior Debt at
the time outstanding and to any securities issued in respect thereof under any
such plan of reorganization or readjustment) shall be received by the Trustee or
any Holder in contravention of any of the terms hereof and before all Senior
Debt shall have been paid in full, such payment or distribution or security
shall be received in trust for the benefit of, and shall be paid over or
delivered and transferred to, the holders of the Senior Debt at the time
outstanding in accordance with the priorities then existing among such holders
for application to the payment of all Senior Debt remaining unpaid, to the
extent necessary to pay all such Senior Debt (including any interest thereon
accruing after the commencement of any Proceeding) in full. In the event of the
failure of the Trustee or any Holder to endorse or assign any such payment,
distribution or security, each holder of Senior Debt is hereby irrevocably
authorized to endorse or assign the same.

      (d) The Trustee and the Holders, at the expense of the Company, shall take
such reasonable action (including the delivery of this Indenture to an agent for
any holders of Senior Debt or consent to the filing of a financing statement
with respect hereto) as may, in the opinion of counsel designated by the holders
of a majority in principal amount of the Senior Debt at the time outstanding, be
necessary or appropriate to assure the effectiveness of the subordination
effected by these provisions.

      (e) The provisions of this Section 12.2 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Company in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

      (f) The securing of any obligations of the Company, otherwise ranking on a
parity with the Securities or ranking junior to the Securities, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

      SECTION 12.3. Payment Permitted If No Default.

      Nothing contained in this Article XII or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time, except during
the pendency of the conditions described in paragraph (a) of Section 12.2 or of
any Proceeding referred to in Section 12.2, from making payments at any time of
principal of and any premium or interest (including any Additional Interest) on
the Securities or (b) the application by the Trustee of any moneys deposited
with it hereunder to the payment of or on account of the principal of and any
premium or interest (including any Additional Interest) on the Securities or the
retention of such payment by the Holders, if, at the time of such application by
the Trustee, it did not have knowledge (in accordance with Section 12.8) that
such payment would have been prohibited by the provisions of this Article XII,
except as provided in Section 12.8.


                                       60
<PAGE>

      SECTION 12.4. Subrogation to Rights of Holders of Senior Debt.

      Subject to the payment in full of all amounts due or to become due on all
Senior Debt, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of
the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Debt pursuant to the provisions
of this Article XII (equally and ratably with the holders of all indebtedness of
the Company that by its express terms is subordinated to Senior Debt of the
Company to substantially the same extent as the Securities are subordinated to
the Senior Debt and is entitled to like rights of subrogation by reason of any
payments or distributions made to holders of such Senior Debt) to the rights of
the holders of such Senior Debt to receive payments and distributions of cash,
property and securities applicable to the Senior Debt until the principal of and
any premium and interest (including any Additional Interest) on the Securities
shall be paid in full. For purposes of such subrogation, no payments or
distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article XII, and no payments made
pursuant to the provisions of this Article XII to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Debt, and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the
Senior Debt.

      SECTION 12.5. Provisions Solely to Define Relative Rights.

      The provisions of this Article XII are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand. Nothing contained in
this Article XII or elsewhere in this Indenture or in the Securities is intended
to or shall (a) impair, as between the Company and the Holders of the
Securities, the obligations of the Company, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of and any
premium and interest (including any Additional Interest) on the Securities as
and when the same shall become due and payable in accordance with their terms,
(b) affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than their rights in relation to
the holders of Senior Debt or (c) prevent the Trustee or the Holder of any
Security (or to the extent expressly provided herein, the holder of any
Preferred Security) from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, including filing and voting
claims in any Proceeding, subject to the rights, if any, under this Article XII
of the holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

      SECTION 12.6. Trustee to Effectuate Subordination.

      Each Holder of a Security by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to acknowledge or effectuate the subordination provided in this
Article XII and appoints the Trustee his or her attorney-in-fact for any and all
such purposes.


                                       61
<PAGE>

      SECTION 12.7. No Waiver of Subordination Provisions.

      (a) No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or be
otherwise charged with.

      (b) Without in any way limiting the generality of paragraph (a) of this
Section 12.7, the holders of Senior Debt may, at any time and from to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to such Holders of the Securities
and without impairing or releasing the subordination provided in this Article
XII or the obligations hereunder of such Holders of the Securities to the
holders of Senior Debt, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt
or any instrument evidencing the same or any agreement under which Senior Debt
is outstanding, (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt, (iii) release any Person
liable in any manner for the payment of Senior Debt and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.

      SECTION 12.8. Notice to Trustee.

      (a) The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article XII or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment to or by the Trustee
in respect of the Securities, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company or a holder
of Senior Debt or from any trustee, agent or representative therefor; provided,
that if the Trustee shall not have received the notice provided for in this
Section 12.8 at least two Business Days prior to the date upon which by the
terms hereof any monies may become payable for any purpose (including, the
payment of the principal of and any premium on or interest (including any
Additional Interest) on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date.

      (b) The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or herself to be a holder of
Senior Debt (or a trustee, agent, representative or attorney-in-fact therefor)
to establish that such notice has been given by a holder of Senior Debt (or a
trustee, agent, representative or attorney-in-fact therefor). In the event that
the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article XII, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt held by such Person, the


                                       62
<PAGE>

extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article XII, and if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.

      SECTION 12.9. Reliance on Judicial Order or Certificate of Liquidating
Agent.

      Upon any payment or distribution of assets of the Company referred to in
this Article XII, the Trustee and the Holders of the Securities shall be
entitled to conclusively rely upon any order or decree entered by any court of
competent jurisdiction in which such Proceeding is pending, or a certificate of
the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee
for the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
XII.

      SECTION 12.10. Trustee Not Fiduciary for Holders of Senior Debt.

      The Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be
liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article XII or otherwise.

      SECTION 12.11. Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights.

      The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article XII with respect to any Senior Debt that may at any
time be held by it, to the same extent as any other holder of Senior Debt, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

      SECTION 12.12. Article Applicable to Paying Agents.

      If at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article XII shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XII in addition to or in place of the Trustee; provided,
that Sections 12.8 and 12.11 shall not apply to the Company or any Affiliate of
the Company if the Company or such Affiliate acts as Paying Agent.

                                      ****

                                       63
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                    LOCAL FINANCIAL CORPORATION

                                    By: /s/ Edward A. Townsend
                                       -----------------------------------------
                                       Name: Edward A. Townsend
                                       Title: Chairman of the Board and
                                              Chief Executive Officer


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

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

                                                   JUNIOR SUBORDINATED INDENTURE

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.

                                    LOCAL FINANCIAL CORPORATION,

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

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

                                    By:  /s/ Van K. Brown
                                       -----------------------------------------
                                        Name:  Van K. Brown
                                        Title: Vice President


                                                   JUNIOR SUBORDINATED INDENTURE
<PAGE>

                                                                      SCHEDULE A

                          DETERMINATION OF LIBOR

      With respect to the Securities, the London interbank offered rate
("LIBOR") shall be determined by the Calculation Agent in accordance with the
following provisions (in each case rounded to the nearest .000001%):

(1) On the second LIBOR Business Day (as defined below) prior to an Interest
Payment Date (except with respect to the first interest payment period, such
date shall be July 29,2002) (each such day, a "LIBOR Determination Date"), LIBOR
for any given security shall for the following interest payment periods equal
the rate, as obtained by the Calculation Agent from Bloomberg Financial Markets
Commodities News, for six-month Eurodollar deposits that appears on Dow Jones
Telerate Page 3750 (as defined in the International Swaps and Derivatives
Association, Inc. 1991 Interest Rate and Currency Exchange Definitions), or such
other page as may replace such Page 3750, as of 11:OO a.m. (London time) on such
LIBOR Determination Date.

(2) If, on any LIBOR Determination Date, such rate does not appear on Dow Jones
Telerate Page 3750 or such other page as may replace such Page 3750, the
Calculation Agent shall determine the arithmetic mean of the offered quotations
of the Reference Banks (as defined below) to leading banks in the London
interbank market for six-month Eurodollar deposits in an amount determined by
the Calculation Agent by reference to requests for quotations as of
approximately 11:OO a.m. (London time) on the LIBOR Determination Date made by
the Calculation Agent to the Reference Banks. If, on any LIBOR Determination
Date, at least two of the Reference Banks provide such quotations, LIBOR shall
equal such arithmetic mean of such quotations. If, on any LIBOR Determination
Date, only one or none of the Reference Banks provide such quotations, LIBOR
shall be deemed to be the arithmetic mean of the offered quotations that leading
banks in the City of New York selected by the Calculation Agent are quoting on
the relevant LIBOR Determination Date for six-month Eurodollar deposits in an
amount determined by the Calculation Agent by reference to the principal London
offices of leading banks in the London interbank market; provided that, if the
Calculation Agent is required but is unable to determine a rate in accordance
with at least one of the procedures provided above, LIBOR shall be LIBOR as
determined on the previous LIBOR Determination Date.

(3) As used herein: "Reference Banks" means four major banks in the London
interbank market selected by the Calculation Agent; and "LIBOR Business Day"
means a day on which commercial banks are open for business (including dealings
in foreign exchange and foreign currency deposits) in London.


                                  Schedule A-1
<PAGE>

                                                                       EXHIBIT A

                              OFFICER'S CERTIFICATE

      The undersigned, the Executive Vice President and Chief Financial Officer
hereby certifies, pursuant to Section 7.3(b) of the Junior Subordinated
Indenture, dated as of July 30, 2002, among Local Financial Corporation (the
"Company") and The Bank of New York, as trustee, that, as of [date], [20__], the
Company had the following ratios and balances:

BANK HOLDING COMPANY
As of [Quarterly Financial Dates], 2002

<TABLE>
<S>                                                             <C>
Tier 1 Risk Weighted Assets                                                 %
                                                                 -----------
Ratio of Double Leverage                                                    %
                                                                 -----------
Non-Performing Assets to Loans and OREO                                     %
                                                                 -----------
Tangible Common Equity as a Percentage of Tangible Assets                   %
                                                                 -----------
Ratio of Reserves to Non-Performing Loans                                   %
                                                                 -----------
Ratio of Net Charge-Offs to Loans                                           %
                                                                 -----------
Return on Average Assets (annualized)                                       %
                                                                 -----------
Net Interest Margin (annualized)                                            %
                                                                 -----------
Efficiency Ratio                                                            %
                                                                 -----------
Ratio of Loans to Assets                                                    %
                                                                 -----------
Ratio of Loans to Deposits                                                  %
                                                                 -----------
Double Leverage (exclude trust preferred as equity)                         %
                                                                 -----------
Total Assets                                                    $
                                                                 -----------
Year to Date Income                                             $
                                                                 -----------
</TABLE>

*     A table describing the quarterly report calculation procedures is provided
      on page _

      Attached hereto are the [audited] [unaudited] consolidated and
consolidating financial statements (including the balance sheet, income
statement and, for year-end statements, notes thereto) of the Company and its
consolidated subsidiaries for the [fiscal year] [fiscal quarter] ended [date],
20__, which financial statements fairly present in all material respects, in
accordance with U.S. generally accepted accounting principles ("GAAP"), the
financial position of the Company and its consolidated subsidiaries, and the
results of operations and changes in financial condition as of the date, and for
the [___quarter interim] [annual] period ended [date], 20__, and such financial
statements have been prepared in accordance with GAAP consistently applied
throughout the period involved (expect as otherwise noted therein).


                                     Ex. A-1

<PAGE>

                                                                       EXHIBIT A

      IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate as of this__________ day of_________ ,20__


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

                                           LOCAL FINANCIAL CORPORATION
                                           3601 N.W. 63rd Street
                                           Oklahoma City, Oklahoma 73116


                                    Ex. A-2
<PAGE>

                                                                       EXHIBIT A

                             FINANCIAL DEFINITIONS

<TABLE>
<CAPTION>
                                Corresponding FRY-9C or LP Ling Item
       Report item             with Line Item Corresponding Schedules                  Description of Calculation
----------------------------  ------------------------------------------     -------------------------------------------------
<S>                           <C>                                            <C>
Tier 1 Risk                   BHCK7206                                       Tier 1 Risk Ratio: Core Capital (Tier 1)/ Risk-
Weighted Assets               Schedule HC-R                                  Adjusted Assets

Ratio of Double               (BHCP0365)/(BCHCP3210)                         Total equity investments in subsidiaries divided
Leverage                      Schedule PC in the LP                          by the total equity capital. This field is
                                                                             calculated at the parent company level.
                                                                             "Subsidiaries" include bank, bank holding
                                                                             company, and non-bank subsidiaries.

Non-Performing                (BHCK5525-BHCK3506+BHCK5526-                   Total Nonperforming Assets (NPLs+Foreclosed
Assets to Loans               BHCK3507+BHCK2744)/(BHCK2122+BHCK2744)         Real Estate+Other Nonaccrual & Repossessed
and OREO                      Schedules HC-C, HC-M & HC-N                    Assets)/Total Loans+Foreclosed Real Estate

Tangible Common               (BHDM3210-BHCK3163)/(BHCK2170-                 (Equity Capital - Goodwill)/(Total Assets -
Equity as a                   BHCK3163)                                      Goodwill)
Percentage of                 Schedule HC
Tangible Assets

Ratio of Reserves             (BHCK3123+BHCK3128)/(BHCK5525-                 Total Loan Loss and Allocated Transfer Risk
to Non-Performing             BHCK3506+BHCK5526-BHCK3507)                    Reserves/ Total Nonperforming Loans
Loans                                                                        (Nonaccrual+Restructured)
                              Schedules HC & HC-N & HC-R

Ratio of Net                  (BHCK4635-BHCK4605)/(BHCK3516)                 Net charge offs for the period as a percentage of
Charge-Offs to                Schedules HC-B & HC-K                          average loans.
Loans

Return on Average             (BHCK4340/BHCK3368)                            Net Income as a percentage of Assets.
Assets (annualized)           Schedules HI & HC-K

Net Interest Margin           (BHCK4519)/(BHCK3515+BHCK3365+BH               (Net Interest Income Fully Taxable Equivalent,
(annualized)                  CK3516+BHCK3401+BHCKB985)                      if available/Average Earning Assets)
                              Schedules HI Memorandum and HC-K


Efficiency Ratio              (BHCK4093)/(BHCK4519+BHCK4079)                 (Non-interest Expense)/(Net Interest Income
                              Schedule HI                                    Fully Taxable Equivalent, if available, plus Non-
                                                                             interest Income)

Ratio of Loans to             (BHCKB528+BHCK5369)/(BHCK2170)                 Total Loans & Leases (Net of Unearned Income
Assets                        Schedule HC                                    & Gross of Reserve)/Total Assets


Ratio of Loans to             (BHCKB528+BHCK5369)/(BHDM6631+BH               Total Loans & Leases (Net of Unearned Income
Deposits                       DM6636+BHFN6631 +BHFN6636)                    & Gross of Reserve)/Total Deposits (Includes
                               Schedule HC                                   Domestic and Foreign Deposits)

</TABLE>


                                   Exhibit A-1
<PAGE>

                                                                       EXHIBIT A

<TABLE>
<CAPTION>
                                Corresponding FRY-9C or LP Ling Item
       Report item             with Line Item Corresponding Schedules                  Description of Calculation
----------------------------  ------------------------------------------     -------------------------------------------------
<S>                           <C>                                            <C>
                              (BHCK2170)
Total Assets                                                                 The sum of total assets. Includes cash and
                              Schedule HC                                    balances due from depository institutions;
                                                                             securities; federal funds sold and
                                                                             securities purchased under
                                                                             agreements to resell; loans and
                                                                             lease financing receivables; trading
                                                                             assets; premises and fixed assets;
                                                                             other real estate owned; investments
                                                                             in unconsolidated subsidiaries and
                                                                             associated companies; customer's
                                                                             liability on acceptances
                                                                             outstanding; intangible assets; and
                                                                             other assets.
                              (BHCK4300)
Net Income                                                                   The sum of income (1oss)before extraordinary
                              Schedule HI                                    items and other adjustments and extraordinary
                                                                             items; and other adjustments, net of income
                                                                             taxes.
</TABLE>


                                    Ex. A-2

<PAGE>

                                                                       Exhibit E

                         FORM OF TRANSFEROR CERTIFICATE
                             TO BE EXECUTED BY QIBs

                                                               _________, | |

Local Financial Corporation
Local Financial Capital Trust II
3601 N.W. 63rd Street
Oklahoma City, Oklahoma 73116

      Re:   Purchase of $1,000 stated liquidation amount of Floating Rate
            Preferred Securities (the "Preferred Securities") of Local Financial
            Capital Trust II

      Reference is hereby made to the Amended and Restated Trust Agreement of
Local Financial Capital Trust II, dated as of July 30, 2002 (the "Trust
Agreement"), among Edward A. Townsend, Richard L. Park and Jan A. Norton, as
Administrative Trustees, The Bank of New York (Delaware), as Delaware Trustee,
The Bank of New York, as Property Trustee, Local Financial Corporation, as
Depositor, and the holders from time to time of undivided beneficial interests
in the assets of Local Financial Capital Trust II. Capitalized terms used but
not defined herein shall have the meanings given them in the Trust Agreement.

      This letter relates to $10,000,000 aggregate liquidation amount of
Preferred Securities which are held in the name of [name of transferor] (the
"Transferor").

      In accordance with Article V of the Trust Agreement, the Transferor hereby
certifies that such Preferred Securities are being transferred in accordance
with (i) the transfer restrictions set forth in the Preferred Securities and
(ii) Rule 144A under the Securities Act ("Rule 144A"), to a transferee that the
Transferor reasonably believes is purchasing the Preferred Securities for its
own account or an account with respect to which the transferee exercises sole
investment discretion and the transferee and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A, in a transaction meeting
the requirements of Rule 144A and in accordance with applicable securities laws
of any state of the United States or any other jurisdiction.

      You are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                        (Name of Transferor)


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

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


                                      E-1
<PAGE>

                                                                       Exhibit F

                         FORM OF TRANSFEREE CERTIFICATE
                  TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS

                                                                  _________, | |

Local Financial Corporation
Local Financial Capital Trust II
3601 N.W. 63rd Street
Oklahoma City, Oklahoma 73116

      Re:   Purchase of $1,000 stated liquidation amount of Floating Rate
            Preferred Securities (the "Preferred Securities") of Local Financial
            Capital Trust II

 Ladies and Gentlemen:

            In connection with our purchase of the Preferred Securities we
confirm that:

            1. We understand that the Floating Rate Preferred Securities (the
"Preferred Securities") of Local Financial Capital Trust II (the "Trust")
(including the guarantee (the "Guarantee") of Local Financial Corporation (the
"Company") executed in connection therewith) and the Floating Rate Junior
Subordinated Notes due 2032 of the Company (the "Subordinated Notes") (the
Preferred Securities, the Guarantee and the Subordinated Notes together being
referred to herein as the "Offered Securities"), have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold except as permitted in the following sentence. We agree on our
own behalf and on behalf of any investor account for which we are purchasing the
Offered Securities that, if we decide to offer, sell or otherwise transfer any
such Offered Securities, (i) such offer, sale or transfer will be made only (a)
to the Trust, (b) to a person we reasonably believe is a "qualified
institutional buyer" (a "QIB") (as defined in Rule 144 under the Securities Act)
in a transaction meeting the requirements of Rule 144A, (c) to an institutional
"accredited investor" within the meaning of subparagraph (a) (1), (2), (3) or
(7) of Rule 501 under the Securities Act that is acquiring Offered Securities
for its own account, or for the account of such an "accredited investor," for
investment purposes and not with a view to, or for offer or sale in connection
with, any distribution thereof in violation of the Securities Act, (d) pursuant
to an effective registration statement under the Securities Act, or (e) pursuant
to an exemption from the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States or any other
applicable jurisdiction and, in the case of (c) or (e), subject to the right of
the Trust and the depositor to require an opinion of counsel and other
information satisfactory to each of them. The foregoing restrictions on resale
will not apply subsequent to the date on which, in the written opinion of
counsel, the Preferred Securities are not "restricted securities" within the
meaning of Rule 144 under the Securities Act. If any resale or other transfer of
the Offered Securities is proposed to be made pursuant to clause (c) or (d)
above, the transferor shall deliver a letter from the transferee substantially
in the form of this letter to the Property Trustee as Transfer Agent, which
shall provide as applicable, among other things, that the transferee is an
"accredited investor" within the meaning of subparagraph (a) (1), (2), (3) or
(7) of Rule 501 under the Securities Act that is


                                      F-1
<PAGE>

acquiring such Securities for investment purposes and not for distribution in
violation of the Securities Act. We acknowledge on our behalf and on behalf of
any investor account for which we are purchasing Securities that the Trust and
the Company reserve the right prior to any offer, sale or other transfer
pursuant to clause (c) or (d) to require the delivery of any opinion of counsel,
certifications and/or other information satisfactory to the Trust and the
Company. We understand that the certificates for any Offered Security that we
receive will bear a legend substantially to the effect of the foregoing.

            2. We are an "accredited investor" within the meaning of
subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act
purchasing for our own account or for the account of such an "accredited
investor," and we are acquiring the Offered Securities for investment purposes
and not with view to, or for offer or sale in connection with, any distribution
in violation of the Securities Act, and we have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Offered Securities, and we and any account for
which we are acting are each able to bear the economic risks of our or its
investment.

            3. We are acquiring the Offered Securities purchased by us for our
own account (or for one or more accounts as to each of which we exercise sole
investment discretion and have authority to make, and do make, the statements
contained in this letter) and not with a view to any distribution of the Offered
Securities, subject, nevertheless, to the understanding that the disposition of
our property will at all times be and remain within our control.

            4. In the event that we purchase any Preferred Securities or any
Subordinated Notes, we will acquire such Preferred Securities having an
aggregate stated liquidation amount of not less than $100,000 or such
Subordinated Notes having an aggregate principal amount not less than $100,000,
for our own account and for each separate account for which we are acting.

            5. We acknowledge that we either (A) are not a fiduciary of a
employee benefit, individual retirement account or other plan or arrangement
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") (each a "Plan"), or an entity whose underlying assets
include "plan assets" by reason of any Plan's investment in the entity, and are
not purchasing the Offered Securities on behalf of or with "plan assets" by
reason of any Plan's investment in the entity, (B) are eligible for the
exemptive relief available under one or more of the following prohibited
transaction class exemptions ("PTCEs") issued by the U.S. Department of Labor:
PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable exemption, or (C)
our purchase and holding of this security, or any interest therein, is not
prohibited by Section 406 of ERISA or Sectton 4975 of the Code with respect to
such purchase or holding.

            6. We acknowledge that the Trust and the Company and others will
rely upon the truth and accuracy of the foregoing acknowledgments,
representations, warranties and agreements and agree that if any of the
acknowledgments, representations, warranties and agreements deemed to have been
made by our purchase of the Offered Securities are no longer accurate, we shall
promptly notify the Company. If we are acquiring any Offered Securities as a
fiduciary or agent for one or more investor accounts, we represent that we have
sole discretion


                                       F-2
<PAGE>

with respect to each such investor account and that we have full power to make
the foregoing acknowledgments, representations and agreement on behalf of each
such investor account.

                                       (Name of Purchaser)


                                       By:
                                          ----------------------------------
                                       Date:
                                            --------------------------------

            Upon transfer, the Offered Securities would be registered in the
name of the new beneficial owner as follows.


Name:
     --------------------------
Address:
        -----------------------

Taxpayer ID Number:
                   ------------


                                       F-3
<PAGE>

                                                                      Schedule A

            With respect to the Trust Securities, the London interbank offered
rate ("LIBOR") shall be determined by the Calculation Agent in accordance with
the following provisions (in each case rounded to the nearest .000001%):

(1) On the second LIBOR Business Day (as defined below) prior to a Distribution
Date (except with respect to the first interest payment period, which shall be
July 28, 2002) (each such day, a "LIBOR Determination Date"), LIBOR for any
given security shall for the following interest payment periods equal the rate,
as obtained by the Calculation Agent from Bloomberg Financial Markets
Commodities News, for six-month Eurodollar deposits that appears on Dow Jones
Telerate Page 3750 (as defined in the International Swaps and Derivatives
Association, Inc. 1991 Interest Rate and Currency Exchange Definitions), or such
other page as may replace such Page 3750, as of 1l:OO a.m. (London time) on such
LIBOR Determination Date.

(2) If, on any LIBOR Determination Date, such rate does not appear on Dow Jones
Telerate Page 3750 or such other page as may replace such Page 3750, the
Calculation Agent shall determine the arithmetic mean of the offered quotations
of the Reference Banks (as defined below) to leading banks in the London
interbank market for six-month Eurodollar deposits in an amount determined by
the Calculation Agent by reference to requests for quotations as of
approximately 11:OO a.m. (London time) on the LIBOR Determination Date made by
the Calculation Agent to the Reference Banks. If, on any LIBOR Determination
Date, at least two of the Reference Banks provide such quotations, LIBOR shall
equal such arithmetic mean of such quotations. If, on any LIBOR Determination
Date, only one or none of the Reference Banks provide such quotations, LIBOR
shall be deemed to be the arithmetic mean of the offered quotations that leading
banks in the City of New York selected by the Calculation Agent are quoting on
the relevant LIBOR Determination Date for six-month Eurodollar deposits in an
amount determined by the Calculation Agent by reference to the principal London
offices of leading banks in the London interbank market; provided, that if the
Calculation Agent is required but is unable to determine a rate in accordance
with at least one of the procedures provided above, LIBOR shall be LIBOR as
determined on the previous LIBOR Determination Date.

(3) As used herein: "Reference Banks" means four major banks in the London
interbank market selected by the Calculation Agent; and "LIBOR Business Day"
means a day on which commercial banks are open for business (including dealings
in foreign exchange and foreign currency deposits) in London.


                                      S-A-1