EXHIBIT 4(b)


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                              INTRUST CAPITAL TRUST

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      AMONG

                   INTRUST FINANCIAL CORPORATION, AS DEPOSITOR

            STATE STREET BANK AND TRUST COMPANY, AS PROPERTY TRUSTEE

                 WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                          DATED AS OF JANUARY 21, 1998

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



<PAGE>


                                TABLE OF CONTENTS

                                                                           Page

ARTICLE I. DEFINED TERMS.......................................................2
    Section 101. Definitions...................................................2

ARTICLE II ESTABLISHMENT OF THE TRUST.........................................10
    Section 201. Name.........................................................10
    Section 202. Office of the Delaware Trustee; Principal Place
                 of Business..................................................10
    Section 203. Initial Contribution of Trust Property;
                 Organizational Expenses......................................10
    Section 204. Issuance of the Preferred Securities.........................10
    Section 205. Issuance of the Common Securities; Subscription
                 and Purchase of the Debentures...............................10
    Section 206. Declaration of Trust.........................................11
    Section 207. Authorization to Enter Into Certain Transactions.............11
    Section 208. Assets of Trust..............................................14
    Section 209. Title to Trust Property......................................14

ARTICLE III. PAYMENT ACCOUNT..................................................14
    Section 301. Payment Account..............................................14

ARTICLE IV. DISTRIBUTIONS; REDEMPTION.........................................15
    Section 401. Distributions................................................15
    Section 402. Redemption...................................................16
    Section 403. Subordination of the Common Securities.......................17
    Section 404. Payment Procedures...........................................17
    Section 405. Tax Returns and Reports......................................17
    Section 406. Payment of Taxes, Duties, Etc. of the Trust..................17
    Section 407. Payments under the Indenture.................................17

ARTICLE V. THE TRUST SECURITIES CERTIFICATES..................................17
    Section 501. Initial Ownership............................................17
    Section 502. The Trust Securities Certificates............................17
    Section 503. Execution, Authentication and Delivery of the
                 Trust Securities Certificates................................18
    Section 504. Registration of Transfer and Exchange of the
                 Preferred Securities Certificates............................18
    Section 505. Mutilated, Destroyed, Lost or Stolen Trust
                 Securities Certificates......................................20
    Section 506. Persons Deemed the Securityholders...........................20
    Section 507. Access to List of the Securityholders'Names
                 and Addresses................................................20
    Section 508. Maintenance of Office or Agency..............................20
    Section 509. Appointment of the Paying Agent..............................21
    Section 510. Ownership of the Common Securities by the Depositor..........21
    Section 511. The Preferred Securities Certificates........................21
    Section 512. [Intentionally Omitted]......................................22
    Section 513. [Intentionally Omitted]......................................22
    Section 514. Rights of the Securityholders................................22

ARTICLE VI. ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING.....................22
    Section 601. Limitations on Voting Rights.................................22
    Section 602. Notice of Meetings...........................................23
    Section 603. Meetings of the Preferred Securityholders....................24
    Section 604. Voting Rights................................................24
    Section 605. Proxies, Etc.................................................24
    Section 606. Securityholder Action by Written Consent.....................24
    Section 607. Record Date for Voting and Other Purposes....................24
    Section 608. Acts of the Securityholders..................................25
    Section 609. Inspection of Records........................................26

ARTICLE VII. REPRESENTATIONS AND WARRANTIES...................................26
    Section 701. Representations and Warranties of the Bank and
                 the Property Trustee.........................................26
    Section 702. Representations and Warranties of the Delaware
                 Bank and the Delaware Trustee................................27
    Section 703. Representations and Warranties of the Depositor..............28

ARTICLE VIII  TRUSTEES........................................................28
    Section 801. Certain Duties and Responsibilities..........................28
    Section 802. Certain Notices..............................................29
    Section 803. Certain Rights of the Property Trustee.......................30
    Section 804. Not Responsible for Recitals or Issuance of Securities.......32
    Section 805. May Hold Securities..........................................32
    Section 806. Compensation; Indemnity; Fees................................32
    Section 807. Corporate Property Trustee Required; Eligibility
                 of Trustees..................................................33
    Section 808. Conflicting Interests........................................33
    Section 809. Co-Trustees and Separate Trustee.............................33
    Section 810. Resignation and Removal; Appointment of Successor............34
    Section 811. Acceptance of Appointment by Successor.......................36
    Section 812. Merger, Conversion, Consolidation or Succession
                 to Business..................................................36
    Section 813. Preferential Collection of Claims Against
                 Depositor or Trust...........................................36
    Section 814. Reports by the Property Trustee..............................37
    Section 815. Reports to the Property Trustee..............................37
    Section 816. Evidence of Compliance with Conditions Precedent.............37
    Section 817. Number of Trustees...........................................37
    Section 818. Delegation of Power..........................................38
    Section 819. Voting.......................................................38

ARTICLE IX. TERMINATION, LIQUIDATION AND MERGER...............................38
    Section 901. Termination upon Expiration Date.............................38
    Section 902. Early Termination............................................38
    Section 903. Termination..................................................38
    Section 904. Liquidation..................................................39
    Section 905. Mergers, Consolidations, Amalgamations or
                 Replacements of the Trust....................................40

ARTICLE X. MISCELLANEOUS PROVISIONS...........................................41
    Section 1001. Limitation of Rights of the Securityholders.................41
    Section 1002. Amendment...................................................41
    Section 1003. Separability................................................43
    Section 1004. Governing Law...............................................43
    Section 1005. Payments Due on Non-Business Day............................43
    Section 1006. Successors..................................................43
    Section 1007. Headings....................................................43
    Section 1008. Reports, Notices and Demands................................43
    Section 1009. Agreement not to Petition...................................44
    Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act......44
    Section 1011. Acceptance of Terms of the Trust Agreement,
                  the Guarantee and the Indenture.............................45

EXHIBITS
    Exhibit A         Certificate of Trust
    Exhibit B         [Intentionally Omitted]
    Exhibit C         Form of Common Securities Certificate
    Exhibit D         Form of Expense Agreement
    Exhibit E         Form of Preferred Securities Certificate
<PAGE>


                              CROSS-REFERENCE TABLE

Section of                                                    Section of Amended
Trust Indenture Act                                                 and Restated
of 1939, as amended                                              Trust Agreement

310(a)(1)....................................................................807
310(a)(2)....................................................................807
310(a)(3)....................................................................807
310(a)(4).............................................................207(a)(ii)
310(b).......................................................................808
311(a).......................................................................813
311(b).......................................................................813
312(a).......................................................................507
312(b).......................................................................507
312(c).......................................................................507
313(a)....................................................................814(a)
313(a)(4).................................................................814(b)
313(b)....................................................................814(b)
313(c)......................................................................1008
313(d)....................................................................814(c)
314(a).......................................................................815
314(b)............................................................Not Applicable
314(c)(1)....................................................................816
314(c)(2)....................................................................816
314(c)(3).........................................................Not Applicable
314(d)............................................................Not Applicable
314(e)..................................................................101, 816
315(a)............................................................801(a), 803(a)
315(b).................................................................802, 1008
315(c)....................................................................801(a)
315(d)..................................................................801, 803
316(a)(2).........................................................Not Applicable
316(b)............................................................Not Applicable
316(c).......................................................................607
317(a)(1).........................................................Not Applicable
317(a)(2).........................................................Not Applicable
317(b).......................................................................509
318(a)......................................................................1010


Note:This  Cross-Reference  Table does not constitute part of this Agreement and
     shall not affect any interpretation of any of its terms or provisions.
<PAGE>



                      AMENDED AND RESTATED TRUST AGREEMENT


         AMENDED AND  RESTATED  TRUST  AGREEMENT,  dated as of January 21, 1998,
among (a) INTRUST FINANCIAL  CORPORATION,  a Kansas  corporation  (including any
successors  or  assigns,  the  "Depositor"),  (b)  STATE  STREET  BANK AND TRUST
COMPANY,  a trust  company duly  organized  and  existing  under the laws of the
Commonwealth of Massachusetts,  as property trustee (the "Property Trustee" and,
in its separate  corporate capacity and not in its capacity as Property Trustee,
the "Bank"),  (c)WILMINGTON  TRUST COMPANY, a Delaware banking  corporation duly
organized  and  existing  under the laws of the State of  Delaware,  as Delaware
trustee (the "Delaware Trustee," and, in its separate corporate capacity and not
in its capacity as Delaware Trustee,  the "Delaware Bank"),  (d) C.  Q. Chandler
IV, an  individual,  Jay L.  Smith,  an individual,  and Brian E.  Sullivan,  an
individual,  each of whose  address is c/o INTRUST  Financial  Corporation,  105
North Main  Street,  Box One,  Wichita,  Kansas  67202 (each an  "Administrative
Trustee" and collectively the "Administrative  Trustees") (the Property Trustee,
the Delaware Trustee and the Administrative Trustees referred to collectively as
the "Trustees"), and (e) the several Holders (as hereinafter defined).

                                    RECITALS

         WHEREAS,  the Depositor,  the Delaware Trustee,  and C. Q. Chandler IV,
Jay L.  Smith and Brian E. Sullivan,  each as an  Administrative  Trustee,  have
heretofore  duly  declared  and  established  a business  trust  pursuant to the
Delaware  Business  Trust Act (as  hereinafter  defined) by the entering into of
that certain Trust Agreement, dated as of November 19, 1997 (the "Original Trust
Agreement"),  and by the  execution  and  filing by the  Delaware  Trustee,  the
Depositor  and the  Administrative  Trustees  with the Secretary of State of the
State of Delaware of the  Certificate of Trust,  filed on November 19, 1997, the
form of which is attached as Exhibit A; and

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

         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  Securityholders  (as defined  herein),
hereby  amends and  restates the  Original  Trust  Agreement in its entirety and
agrees as follows:

                                   ARTICLE I.
                                  DEFINED TERMS

         Section 101.  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 and include the plural as well as the singular;

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

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

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

         "Act" has the meaning specified in Section 608.

         "Additional  Amount" means, with respect to Trust Securities of a given
Liquidation  Amount  and/or a given period,  the amount of  additional  interest
accrued on  interest in arrears  and paid by the  Depositor  on a Like Amount of
Debentures for such period.

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

         "Administrative  Trustee" means each of C. Q. Chandler IV, Jay L. Smith
and Brian E. Sullivan,  solely in his or her capacity as Administrative  Trustee
of the Trust formed and  continued  hereunder  and not in his or her  individual
capacity,  or  such  Administrative  Trustee's  successor  in  interest  in such
capacity, or any successor trustee appointed as herein provided.

         "Affiliate"  means, with respect to a specified Person,  (a) any Person
directly or indirectly owning,  controlling or holding with power to vote 10% or
more of the outstanding  voting  securities or other ownership  interests of the
specified  Person;  (b)  any  Person  10% or more of  whose  outstanding  voting
securities  or other  ownership  interests  are  directly or  indirectly  owned,
controlled  or held with power to vote by the specified  Person;  (c) any Person
directly or indirectly controlling,  controlled by, or under common control with
the  specified  Person;  (d) a partnership  in which the  specified  Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual,  any entity of which the specified Person
is an officer, director or general partner.

         "Authenticating  Agent" means an  authenticating  agent with respect to
the  Preferred   Securities  appointed  by  the  Property  Trustee  pursuant  to
Section 503.

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

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

         (a)......the entry of a decree or order by a court having  jurisdiction
in the premises  adjudging such Person a bankrupt or insolvent,  or approving as
properly filed a petition seeking liquidation or reorganization of or in respect
of such Person under the United States  Bankruptcy Code of 1978, as amended,  or
any other similar  applicable  federal or state law, and the  continuance of any
such decree or order  unvacated  and  unstayed  for a period of 90 days;  or the
commencement of an involuntary  case under the United States  Bankruptcy Code of
1978, as amended,  in respect of such Person,  which shall continue  undismissed
for a period of 90 days or entry of an order for  relief  in such  case;  or the
entry of a decree or order of a court  having  jurisdiction  in the premises for
the  appointment  on the  ground of  insolvency  or  bankruptcy  of a  receiver,
custodian,  liquidator,  trustee or assignee in bankruptcy or insolvency of such
Person or of its property,  or for the winding up or liquidation of its affairs,
and such decree or order shall have remained in force unvacated and unstayed for
a period of 90 days; or

         (b)......the   institution   by  such  Person  of   proceedings  to  be
adjudicated a voluntary bankrupt, or the consent by such Person to the filing of
a bankruptcy  proceeding  against it, or the filing by such Person of a petition
or answer or consent  seeking  liquidation  or  reorganization  under the United
States Bankruptcy Code of 1978, as amended,  or other similar applicable Federal
or State law, or the  consent by such Person to the filing of any such  petition
or to the appointment on the ground of insolvency or bankruptcy of a receiver or
custodian or  liquidator  or trustee or assignee in  bankruptcy or insolvency of
such  Person or of its  property,  or shall  make a general  assignment  for the
benefit of creditors.

         "Bankruptcy Laws" has the meaning specified in Section 1009.

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

         "Business  Day" means any day other than a Saturday  or Sunday or a day
on which federal or state banking institutions in the Borough of Manhattan,  the
City of New  York  are  authorized  or  required  by  law,  executive  order  or
regulation  to  close,  or a day on which  the  Corporate  Trust  Office  of the
Property  Trustee or the  Corporate  Trust  Office of the  Debenture  Trustee is
closed for business.

         "Certificate  of Trust" means the  certificate  of trust filed with the
Secretary  of State of the State of  Delaware  with  respect  to the  Trust,  as
amended or restated from time to time.

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

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

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

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

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

         "Corporate  Trust Office" means the office at which,  at any particular
time,  the  corporate  trust  business of the Property  Trustee or the Debenture
Trustee, as the case may be, shall be principally administered,  which office at
the date hereof, in each such case, is located at Two  International  Place, 4th
Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Department.

         "Debenture  Event of Default" means an "Event of Default" as defined in
Section 7.1 of the Indenture.

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

         "Debenture  Trustee"  means  State  Street  Bank and Trust  Company,  a
banking   corporation   organized   under  the  laws  of  the   Commonwealth  of
Massachusetts and any successor thereto, as trustee under the Indenture.

         "Debentures"  means the $59,278,375  aggregate  principal amount of the
Depositor's  8.24%  Subordinated  Debentures  due 2028,  issued  pursuant to the
Indenture.

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

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

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

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

         "Distribution Date" has the meaning specified in Section 401(a).

         "Distributions"   means  amounts   payable  in  respect  of  the  Trust
Securities as provided in Section 401.

         "Early Termination Event" has the meaning specified in Section 902.

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

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

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

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

         (d)......default  in  the  performance,  or  breach,  in  any  material
respect,  of any  covenant or warranty of the  Trustees in this Trust  Agreement
(other than a covenant or warranty a default in the  performance of which or the
breach of which is dealt with in clause (b) or (c),  above) and  continuation of
such  default or breach for a period of 60 days after there has been  given,  by
registered  or  certified  mail,  to the  defaulting  Trustee or Trustees by the
Holders  of at least 25% in  aggregate  Liquidation  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  and the  failure  by the  Depositor  to  appoint a  successor
Property Trustee within 60 days thereof.

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

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

         "Expiration Date" has the meaning specified in Section 901.

         "Extension  Period"  has the  meaning  specified  in Section 4.1 of the
Indenture.

         "Guarantee" means the Preferred Securities Guarantee Agreement executed
and  delivered  by the  Depositor  and State Street Bank and Trust  Company,  as
trustee,  contemporaneously  with  the  execution  and  delivery  of this  Trust
Agreement,  for the  benefit of the  Holders  of the  Preferred  Securities,  as
amended from time to time.

         "Indenture" means the Indenture,  dated as of January 21, 1998, between
the Depositor and the Debenture Trustee,  as trustee, as amended or supplemented
from time to time pertaining to the Debentures of the Depositor.

         "Investment  Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

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

         "Like  Amount"  means  (a)  with  respect  to  a  redemption  of  Trust
Securities,  Trust Securities having a Liquidation Amount equal to the principal
amount of Debentures  to be  contemporaneously  redeemed in accordance  with the
Indenture and the proceeds of which shall be used to pay the Redemption Price of
such Trust  Securities;  and (b) with respect to a distribution of Debentures to
Holders of Trust  Securities in connection  with a termination or liquidation of
the Trust,  Debentures having a principal amount equal to the Liquidation Amount
of the Trust  Securities of the Holder to whom such Debentures are  distributed.
Each  Debenture  distributed  pursuant  to clause (b) above  shall carry with it
accumulated  interest in an amount equal to the  accumulated and unpaid interest
then due on such Debenture.

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

         "Liquidation  Date"  means  the  date  on  which  Debentures  are to be
distributed to Holders of Trust  Securities in connection with a termination and
liquidation of the Trust pursuant to Section 904(a).

         "Liquidation Distribution" has the meaning specified in Section 904(d).

         "Officers'  Certificate" means a certificate signed by the President or
a  Vice  President  and  by  the  Treasurer  or an  Assistant  Treasurer  or the
Controller  or  an  Assistant  Controller  or  the  Secretary  or  an  Assistant
Secretary,  of the Depositor,  and delivered to the appropriate  Trustee. One of
the officers  signing an  Officers'  Certificate  given  pursuant to Section 816
shall  be the  principal  executive,  financial  or  accounting  officer  of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

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

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

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

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

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

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

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

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

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

         (c)......the  Preferred  Securities which have been paid or in exchange
for or in lieu of which  other  Preferred  Securities  have  been  executed  and
delivered  pursuant to Sections  504, 505 and 511;  provided,  however,  that in
determining  whether  the  Holders of the  requisite  Liquidation  Amount of the
Outstanding Preferred Securities have given any request, demand,  authorization,
direction,  notice, consent or waiver hereunder,  the Preferred Securities owned
by the  Depositor,  any Trustee or any Affiliate of the Depositor or any Trustee
shall be  disregarded  and  deemed  not to be  Outstanding,  except  that (i) in
determining  whether any Trustee  shall be  protected  in relying  upon any such
request, demand,  authorization,  direction, notice, consent or waiver, only the
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. The Preferred Securities so owned which have
been  pledged  in good  faith may be  regarded  as  Outstanding  if the  pledgee
establishes to the  satisfaction  of the  Administrative  Trustees the pledgee's
right so to act with respect to such Preferred Securities and the pledgee is not
the  Depositor or any other  Obligor upon the  Preferred  Securities or a Person
directly or indirectly  controlling or controlled by or under direct or indirect
common control with the Depositor or any Affiliate of the Depositor.

         "Paying  Agent"  means any paying agent or  co-paying  agent  appointed
pursuant to Section 509 and shall initially be the Bank.

         "Payment  Account"  means a segregated  non-interest-bearing  corporate
trust  account  maintained  by the  Property  Trustee with the Bank in its trust
department for the benefit of the  Securityholders  in which all amounts paid in
respect  of the  Debentures  shall be held and from which the  Property  Trustee
shall make payments to the  Securityholders  in accordance with Sections 401 and
402.

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

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

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

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

         "Redemption  Date"  means,  with  respect to any Trust  Security  to be
redeemed,  the date  fixed for such  redemption  by or  pursuant  to this  Trust
Agreement;  provided that each Debenture Redemption Date and the stated maturity
of the  Debentures  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, paid by the Depositor upon the concurrent
redemption of a Like Amount of Debentures,  allocated on a pro rata basis (based
on Liquidation Amounts) among the Trust Securities.

         "Relevant Trustee" shall have the meaning specified in Section 810.

         "Securities  Register" and  "Securities  Registrar" have the respective
meanings specified in Section 504.

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

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

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

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

         "Trust  Property"  means  (a) the  Debentures;  (b) the  rights  of the
Property  Trustee under the Guarantee;  (c) any cash on deposit in, or owing to,
the Payment Account; and (d) 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.

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

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

         "Underwriter" means Stifel, Nicolaus & Company, Incorporated having its
business address at 500 North Broadway, St. Louis, Missouri 63102.

         "Underwriting Agreement" means the Underwriting Agreement,  dated as of
January 14, 1998, among the Trust, the Depositor and the Underwriter.

                                   ARTICLE II.
                           ESTABLISHMENT OF THE TRUST

         Section 201.  Name.  The Trust  created and  continued  hereby shall be
known as "INTRUST Capital Trust," 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 engage in the
transactions   contemplated   hereby,  make  and  execute  contracts  and  other
instruments on behalf of the Trust and sue and be sued.

         Section  202.  Office  of the  Delaware  Trustee;  Principal  Place  of
Business.  The address of the  Delaware  Trustee in the State of Delaware is c/o
Wilmington  Trust  Company,  Rodney  Square  North,  1100 North  Market  Street,
Wilmington, Delaware 19890-0001,  Attention: Corporate Trust Administration,  or
such  other  address  in the  State of  Delaware  as the  Delaware  Trustee  may
designate  by  written  notice to the  Securityholders  and the  Depositor.  The
principal  executive office of the Trust is c/o INTRUST  Financial  Corporation,
105  North  Main  Street,  Box One,  Wichita,  Kansas  67202,  Attention:  Chief
Executive Officer.

         Section 203.  Initial  Contribution of Trust  Property;  Organizational
Expenses.  The  Trustees  acknowledge  receipt  in trust from the  Depositor  in
connection  with  the  Original  Trust  Agreement  of  the  sum  of  $25,  which
constituted the initial Trust Property.  The Depositor shall pay  organizational
expenses  of the Trust as they  arise or shall,  upon  request  of any  Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee.  The
Depositor  shall make no claim upon the Trust  Property  for the payment of such
expenses.

         Section 204. Issuance of the Preferred Securities. On January 14, 1998,
the Depositor and an Administrative Trustee, on behalf of the Trust and pursuant
to the  Original  Trust  Agreement,  executed  and  delivered  the  Underwriting
Agreement.  Contemporaneously  with the  execution  and  delivery  of this Trust
Agreement,  an Administrative  Trustee, on behalf of the Trust, shall execute in
accordance  with Section 502, and deliver in  accordance  with the  Underwriting
Agreement,  Preferred  Securities  Certificates,  registered  in the name of the
Persons  entitled  thereto,  in  an  aggregate  amount  of  2,300,000  Preferred
Securities having an aggregate Liquidation Amount of $57,500,000 against receipt
of the aggregate  purchase  price of such Preferred  Securities of  $57,500,000,
which amount such Administrative  Trustee shall promptly deliver to the Property
Trustee.

         Section  205.  Issuance  of the  Common  Securities;  Subscription  and
Purchase of the Debentures.

         (a)......Contemporaneously  with the  execution  and  delivery  of this
Trust  Agreement,  an  Administrative  Trustee,  on behalf of the  Trust,  shall
execute in  accordance  with  Section 502 and deliver to the  Depositor,  Common
Securities  Certificates,  registered  in  the  name  of  the  Depositor,  in an
aggregate  amount of 71,135 Common  Securities  having an aggregate  Liquidation
Amount  of  $1,778,375   against  payment  by  the  Depositor  of  such  amount.
Contemporaneously  therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe to and purchase from the Depositor Debentures, registered in the
name of the  Property  Trustee  on behalf of the Trust and  having an  aggregate
principal  amount equal to  $59,278,375,  and, in  satisfaction  of the purchase
price for such Debentures,  the Property Trustee,  on behalf of the Trust, shall
deliver to the Depositor the sum of $59,278,375.

         Section 206. Declaration of Trust. The exclusive purposes and functions
of the Trust are (a) to issue and sell  Trust  Securities  and use the  proceeds
from such sale to acquire the Debentures;  and (b) to engage in those activities
necessary,  convenient or incidental thereto.  The Depositor hereby appoints the
Trustees as trustees of the Trust, to have all the rights,  powers and duties to
the extent set forth herein,  and the Trustees  hereby accept such  appointment.
The Property  Trustee  hereby  declares that it shall hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Securityholders.  The Administrative  Trustees shall have all rights, powers and
duties set forth herein and in accordance  with  applicable  law with respect to
accomplishing  the  purposes of the Trust.  The  Delaware  Trustee  shall not be
entitled to exercise any powers,  nor shall the Delaware Trustee have any of the
duties and  responsibilities,  of the  Property  Trustee  or the  Administrative
Trustees set forth herein.  The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited  purpose of fulfilling  the  requirements  of
Section 3807 of the Delaware Business Trust Act.

         Section 207. Authorization to Enter Into Certain Transactions.

         (a)......The  Trustees  shall  conduct  the  affairs  of the  Trust  in
accordance  with the terms of this Trust  Agreement.  Subject to the limitations
set  forth  in  paragraph  (b) of this  Section  207 and  Article  VIII,  and in
accordance  with the  following  provisions  (i) and  (ii),  the  Administrative
Trustees shall have the authority to enter into all  transactions and agreements
determined by the  Administrative  Trustees to be  appropriate in exercising the
authority,  express or implied, otherwise granted to the Administrative Trustees
under this Trust  Agreement,  and to perform  all acts in  furtherance  thereof,
including without limitation, the following:

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

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

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

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

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

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

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

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

                           (H) to take  all  action  that  may be  necessary  or
                  appropriate for the  preservation  and the continuation of the
                  Trust's valid existence,  rights, franchises and privileges as
                  a  statutory  business  trust  under  the laws of the State of
                  Delaware  and  of  each  other   jurisdiction  in  which  such
                  existence is necessary to protect the limited liability of the
                  Holders of the Preferred  Securities or to enable the Trust to
                  effect the purposes for which the Trust was created; and

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

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

                           (A) the establishment of the Payment Account;

                           (B) the receipt of the Debentures;

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

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

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

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

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

                           (H) to the extent  provided in this Trust  Agreement,
                  the winding up of the affairs of and liquidation of the Trust;

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

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

                           (K)  except as  otherwise  provided  in this  Section
                  207(a)(ii),  the  Property  Trustee  shall  have  none  of the
                  duties,   liabilities,   powers  or  the   authority   of  the
                  Administrative Trustees set forth in Section 207(a)(i).

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

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

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

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

                  (iii) the preparation for filing by the Trust and execution on
         behalf of the Trust of an application  to the American Stock  Exchange,
         Inc. or a national stock exchange or other  organization for listing or
         quotation  upon notice of issuance of any Preferred  Securities  and to
         file or cause an  Administrative  Trustee to file  thereafter with such
         exchange or  organization  such  notifications  and documents as may be
         necessary from time to time;

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

                  (v) the  negotiation  of the terms of, and the  execution  and
         delivery of, the Underwriting  Agreement  providing for the sale of the
         Preferred Securities; and

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

         (d)......Notwithstanding   anything   herein  to  the   contrary,   the
Administrative  Trustees are  authorized  and directed to conduct the affairs of
the Trust and to operate  the Trust so that the Trust  shall not be deemed to be
an "investment  company" required to be registered under the Investment  Company
Act, shall be classified as a "grantor trust" and not as an association  taxable
as a corporation  for United States  federal income tax purposes and so that the
Debentures  shall be treated as  indebtedness of the Depositor for United States
federal income tax purposes.  In this  connection,  subject to Section 1002, the
Depositor and the Administrative Trustees are authorized to take any action, not
inconsistent  with  applicable  law or this  Trust  Agreement,  that each of the
Depositor and the Administrative  Trustees  determines in their discretion to be
necessary or desirable for such purposes.

         Section 208. Assets of Trust.  The assets of the Trust shall consist of
the Trust Property.

         Section 209. Title to Trust Property. Legal title to all Trust Property
shall be vested at all times in the  Property  Trustee (in its capacity as such)
and shall be held and  administered  by the Property  Trustee for the benefit of
the Securityholders in accordance with this Trust Agreement.

                                  ARTICLE III.
                                 PAYMENT ACCOUNT

         Section 301. Payment Account.

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

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

                                   ARTICLE IV.
                            DISTRIBUTIONS; REDEMPTION

         Section 401. Distributions.

         (a)......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 January 21, 1998,
and, except during any Extension Period with respect to the Debentures, shall be
payable  quarterly in arrears on March 31, June 30, September 30 and December 31
of each year, commencing on March 31,  1998. If any date on which a Distribution
is otherwise  payable on the Trust  Securities  is not a Business  Day, then the
payment of such Distribution  shall be made on the next succeeding day that is a
Business Day (and  without any interest or other  payment in respect of any such
delay)  with the same  force and  effect as if made on such date  (each  date on
which  distributions  are payable in  accordance  with this  Section  401(a),  a
"Distribution Date").

         (b)......The Trust Securities  represent undivided beneficial interests
in the Trust Property. Distributions on the Trust Securities shall be payable at
a rate of 8.24% per annum of the Liquidation Amount of the Trust Securities. The
amount of  Distributions  payable for any full  period  shall be computed on the
basis of a 360-day year of twelve 30-day months. The amount of Distributions for
any partial  period shall be computed on the basis of the number of days elapsed
in a 360-day year of twelve  30-day  months.  During any  Extension  Period with
respect to the Debentures,  Distributions  on the Preferred  Securities shall be
deferred for a period equal to the Extension Period. The amount of Distributions
payable for any period shall include the Additional Amounts, if any.

         (c)......Distributions  on the  Trust  Securities  shall be made by the
Property  Trustee  solely 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
immediately  available by 12:30 p.m.  on each  Distribution  Date in the Payment
Account for the payment of such Distributions.

         (d)......Distributions  on  the  Trust  Securities  with  respect  to a
Distribution  Date shall be payable to the Holders thereof as they appear on the
Securities  Register for the Trust Securities on the relevant record date, which
shall be the 15th day of the month in which the Distribution is payable.

         Section 402. Redemption.

         (a)......On  each  Debenture  Redemption  Date and at  maturity  of the
Debentures,  the  Trust  shall be  required  to  redeem a Like  Amount  of Trust
Securities at the Redemption Price.

         (b)......Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust  Securities to be redeemed,
at such Holder's  address  appearing in the  Securities  Register.  The Property
Trustee  shall  have no  responsibility  for the  accuracy  of any CUSIP  number
contained in such notice. All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the CUSIP number;

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

                  (v) that, on the Redemption  Date, the Redemption  Price shall
         become due and payable upon each such Trust Security to be redeemed and
         that Distributions  thereon shall cease to accumulate on and after said
         date.

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

         (d)......If  the  Property  Trustee  gives a notice  of  redemption  in
respect of any of the Preferred  Securities,  then, by 12:00 noon, New York City
time, on the Redemption  Date,  subject to Section 402(c),  the Property Trustee
shall  deposit  with the Paying  Agent funds  sufficient  to pay the  applicable
Redemption  Price and shall give the Paying Agent  irrevocable  instructions and
authority to pay the Redemption  Price to the Holders  thereof upon surrender of
their  Preferred   Securities   Certificates.   Notwithstanding  the  foregoing,
Distributions  payable  on or  prior  to  the  Redemption  Date  for  any  Trust
Securities  called for redemption  shall be payable to the Holders of such Trust
Securities as they appear on the Securities Register for the Trust Securities on
the  relevant  record  dates for the related  Distribution  Dates.  If notice of
redemption shall have been given and funds deposited as required,  then upon the
date of such deposit, all rights of Securityholders  holding Trust Securities so
called for redemption shall cease,  except the right of such  Securityholders to
receive the  Redemption  Price and any  Distribution  payable on or prior to the
Redemption Date, but without interest,  and such Trust Securities shall 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 shall be made on the next  succeeding  day that is a Business Day (and
without  any  interest  or other  payment in respect of any such delay) with the
same force and effect as if made on such date.  In the event that payment of the
Redemption  Price in respect of any Trust  Securities  called for  redemption is
improperly  withheld  or  refused  and not paid  either  by the  Trust or by the
Depositor  pursuant to the  Guarantee,  Distributions  on such Trust  Securities
shall continue to accumulate,  at the then applicable  rate, from the Redemption
Date originally  established by the Trust for such Trust  Securities to the date
such  Redemption  Price is actually  paid, in which case the actual payment date
shall  be the  date  fixed  for  redemption  for  purposes  of  calculating  the
Redemption Price.

         (e)......Payment  of the Redemption Price on the Trust Securities shall
be made to the record holders thereof as they appear on the Securities  Register
for the Trust Securities on the relevant record date, which shall be the date 15
days prior to the relevant Redemption Date.

         (f)......Subject  to Section  403(a),  if less than all the Outstanding
Trust  Securities  are to be redeemed on a Redemption  Date,  then the aggregate
Liquidation  Amount of Trust  Securities to be redeemed  shall be allocated on a
pro rata basis (based on Liquidation  Amounts)  among the Common  Securities and
the Preferred  Securities.  The particular  Preferred  Securities to be redeemed
shall be  selected  not more than 60 days  prior to the  Redemption  Date by the
Property Trustee from the Outstanding Preferred Securities not previously called
for redemption,  by such method (including,  without limitation,  by lot) as the
Property  Trustee shall deem fair and  appropriate and which may provide for the
selection for  redemption  of portions  (equal to the  Liquidation  Amount or an
integral  multiple  of  such  Liquidation  Amount  in  excess  thereof)  of  the
Liquidation  Amount of the Preferred  Securities of a  denomination  larger than
such  Liquidation  Amount.  The  Property  Trustee  shall  promptly  notify  the
Securities  Registrar  in  writing  of the  Preferred  Securities  selected  for
redemption  and, in the case of any  Preferred  Securities  selected for partial
redemption,  the Liquidation Amount thereof to be redeemed.  For all purposes of
this Trust  Agreement,  unless the context  otherwise  requires,  all provisions
relating to the redemption of the Preferred Securities shall relate, in the case
of any  Preferred  Securities  redeemed or to be redeemed  only in part,  to the
portion of the Liquidation Amount of the Preferred  Securities which has been or
is to be redeemed.

         Section 403. Subordination of the Common Securities.

         (a)......Payment  of Distributions  (including  Additional  Amounts, if
applicable)  on,  and  the  Redemption  Price  of,  the  Trust  Securities,   as
applicable,  shall be made, subject to Section 402(f), pro rata among the Common
Securities and the Preferred  Securities based on the Liquidation  Amount of the
Trust  Securities;  provided,  however,  that  if on any  Distribution  Date  or
Redemption Date any Event of Default resulting from a Debenture Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
Additional  Amounts,  if  applicable)  on, or  Redemption  Price of,  any Common
Security,  and no other  payment on account of the  redemption,  liquidation  or
other acquisition of the Common Securities, shall be made unless payment in full
in  cash of all  accumulated  and  unpaid  Distributions  (including  Additional
Amounts,  if  applicable)  on  all  Outstanding  Preferred  Securities  for  all
Distribution  periods terminating on or prior thereto, or in the case of payment
of the  Redemption  Price  the  full  amount  of such  Redemption  Price  on all
Outstanding  Preferred  Securities then called for  redemption,  shall have been
made or  provided  for,  and all funds  immediately  available  to the  Property
Trustee  shall  first  be  applied  to  the  payment  in  full  in  cash  of all
Distributions   (including   Additional  Amounts,  if  applicable)  on,  or  the
Redemption Price of, the Preferred Securities then due and payable.

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

         Section 404. Payment Procedures.  Payments of Distributions  (including
Additional Amounts, if applicable) in respect of the Preferred  Securities shall
be made by check  mailed to the address of the Person  entitled  thereto as such
address  shall  appear on the  Securities  Register.  Payments in respect of the
Common  Securities  shall be made in such  manner  as shall be  mutually  agreed
between the Property Trustee and the Common Securityholder.

         Section 405. Tax Returns and Reports. The Administrative Trustees shall
prepare (or cause to be  prepared),  at the  Depositor's  expense,  and file all
United States federal,  state and local tax and information  returns and reports
required  to be  filed  by or in  respect  of the  Trust.  In this  regard,  the
Administrative  Trustees shall (a) prepare and file (or cause to be prepared and
filed) the  appropriate  Internal  Revenue  Service form required to be filed in
respect of the Trust in each  taxable  year of the Trust;  and (b)  prepare  and
furnish (or cause to be  prepared  and  furnished)  to each  Securityholder  the
appropriate  Internal  Revenue  Service  form  required to be  furnished to such
Securityholder  or the  information  required to be  provided on such form.  The
Administrative  Trustees  shall  provide the  Depositor  with a copy of all such
returns  and reports  promptly  after such filing or  furnishing.  The  Property
Trustee  shall  comply  with  United  States  federal   withholding  and  backup
withholding tax laws and information reporting  requirements with respect to any
payments to the Securityholders under the Trust Securities.

         Section 406. Payment of Taxes,  Duties, Etc. of the Trust. Upon receipt
under the  Debentures  of  Additional  Payments,  the Property  Trustee,  at the
direction of an Administrative Trustee or the Depositor,  shall promptly pay any
taxes,  duties  or  governmental   charges  of  whatsoever  nature  (other  than
withholding taxes) imposed on the Trust by the United States or any other taxing
authority.

         Section 407. Payments under the Indenture. Any amount payable hereunder
to any  Holder of  Preferred  Securities  shall be  reduced by the amount of any
corresponding  payment such Holder has  directly  received  under the  Indenture
pursuant to Section 514(b) or (c) hereof.

                                   ARTICLE V.
                        THE TRUST SECURITIES CERTIFICATES

         Section 501. Initial Ownership.  Upon the creation of the Trust and the
contribution by the Depositor  pursuant to Section 203 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  502.  The  Trust   Securities   Certificates.   The  Preferred
Securities  Certificates  shall  be  issued  in  minimum  denominations  of  the
Liquidation  Amount and integral  multiples of such Liquidation Amount in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of the Liquidation Amount and integral  multiples thereof.  The Trust Securities
Certificates  shall be  executed  on behalf of the Trust by manual or  facsimile
signature  of  at  least  one  Administrative   Trustee.  The  Trust  Securities
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed,  authorized to sign on
behalf of the Trust,  shall be validly  issued and  entitled to the  benefits of
this Trust Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized  prior to the delivery of such Trust  Securities
Certificates  or did not hold such offices at the date of delivery of such Trust
Securities  Certificates.  A transferee of a Trust Securities  Certificate shall
become a Securityholder,  and shall be entitled to the rights and subject to the
obligations of a Securityholder  hereunder,  upon due registration of such Trust
Securities  Certificate in such  transferee's  name pursuant to Sections 504 and
511.

         Section  503.  Execution,  Authentication  and  Delivery  of the  Trust
Securities Certificates.

         (a)......On  the Closing Date and on the date on which the  Underwriter
exercises the Option, as applicable, the Administrative Trustees shall cause the
Trust Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections  204 and 205,  to be  executed  on behalf of the Trust by the manual or
facsimile signature of at least one of the Administrative Trustees and delivered
to or upon the written  order of the  Depositor,  signed by its Chief  Executive
Officer, President, any Vice President, the Treasurer or any Assistant Treasurer
without further corporate action by the Depositor, in authorized denominations.

         (b)......A  Preferred  Securities  Certificate shall not be valid until
authenticated by the manual signature of an authorized signatory of the Property
Trustee.   The  signature  shall  be  conclusive  evidence  that  the  Preferred
Securities  Certificate has been authenticated under this Trust Agreement.  Each
Preferred Security Certificate shall be dated the date of its authentication.

         (c)......Upon   the   written   order  of  the   Trust   signed  by  an
Administrative  Trustee,  the  Property  Trustee  shall  authenticate  and  make
available for delivery the Preferred Securities Certificates.

         (d)......The  Property  Trustee  may  appoint an  Authenticating  Agent
acceptable  to  the  Trust  to  authenticate   the  Preferred   Securities.   An
Authenticating  Agent may  authenticate  the Preferred  Securities  whenever the
Property  Trustee  may  do  so.  Each  reference  in  this  Trust  Agreement  to
authentication by the Property Trustee includes authentication by such agent. An
Authenticating  Agent has the same rights as the  Property  Trustee to deal with
the Depositor or the Trust.

         Section 504.  Registration  of Transfer  and Exchange of the  Preferred
Securities Certificates.

         (a)......The Depositor shall keep or cause to be kept, at the office or
agency  maintained  pursuant  to Section  508, a register or  registers  for the
purpose of  registering  the Trust  Securities  Certificates  and  transfers and
exchanges of the Preferred  Securities  Certificates  (herein referred to as the
"Securities  Register") in which the registrar  designated by the Depositor (the
"Securities  Registrar"),  subject  to  such  reasonable  regulations  as it may
prescribe,  shall  provide  for the  registration  of the  Preferred  Securities
Certificates and the Common Securities  Certificates  (subject to Section 510 in
the case of the Common  Securities  Certificates)  and registration of transfers
and exchanges of the Preferred Securities  Certificates as herein provided.  The
Property Trustee shall be the initial Securities Registrar.

         (b)......Upon  surrender for  registration of transfer of any Preferred
Securities  Certificate at the office or agency  maintained  pursuant to Section
508, the  Administrative  Trustees or any one of them shall execute and deliver,
in the  name of the  designated  transferee  or  transferees,  one or  more  new
Preferred  Securities  Certificates  in  authorized   denominations  of  a  like
aggregate  Liquidation  Amount  dated  the date of  execution  by the  manual or
facsimile signature of such Administrative  Trustee or Trustees.  The Securities
Registrar shall not be required to register the transfer of any of the Preferred
Securities that have been called for redemption.  At the option of a Holder, the
Preferred   Securities   Certificates  may  be  exchanged  for  other  Preferred
Securities  Certificates in authorized  denominations of the same class and of a
like aggregate  Liquidation  Amount upon  surrender of the Preferred  Securities
Certificates  to be  exchanged  at the office or agency  maintained  pursuant to
Section 508.

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

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

         Section 505.  Mutilated,  Destroyed,  Lost or Stolen  Trust  Securities
Certificates.  If (a)  any  mutilated  Trust  Securities  Certificate  shall  be
surrendered to the Securities  Registrar,  or if the Securities  Registrar shall
receive evidence to its  satisfaction of the  destruction,  loss or theft of any
Trust Securities Certificate; and (b) there shall be delivered to the Securities
Registrar, the Property Trustee and the Administrative Trustees such security or
indemnity as may be required by them to save each of them harmless,  then in the
absence  of notice  that  such  Trust  Securities  Certificate  shall  have been
acquired by a bona fide purchaser,  the Administrative  Trustees,  or any one of
them, on behalf of the Trust shall execute and make  available for delivery,  in
exchange for or in lieu of any such mutilated,  destroyed,  lost or stolen Trust
Securities Certificate,  a new Trust Securities Certificate of like class, tenor
and  denomination.  In connection with the issuance of any new Trust  Securities
Certificate  under  this  Section  505,  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.
Any duplicate Trust Securities  Certificate  issued pursuant to this Section 505
shall constitute  conclusive evidence of an undivided beneficial interest in the
assets of the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Securities Certificate shall be found at any time.

         Section 506.  Persons  Deemed the  Securityholders.  The Trustees,  the
Paying Agent and the Securities  Registrar  shall treat the Person in whose name
any Trust Securities  Certificate shall be registered in the Securities Register
as the owner of such Trust  Securities  Certificate for the purpose of receiving
Distributions  and for all other purposes  whatsoever,  and neither the Trustees
nor the Securities Registrar shall be bound by any notice to the contrary.

         Section  507.  Access  to  List  of  the  Securityholders'   Names  and
Addresses.  At any time  when the  Property  Trustee  is not also  acting as the
Securities Registrar, the Administrative Trustees or the Depositor shall furnish
or cause to be furnished to the Property Trustee (a)  semi-annually on or before
January  15 and  July 15 in each  year,  a list,  in such  form as the  Property
Trustee  may   reasonably   require,   of  the  names  and   addresses   of  the
Securityholders  as of the most  recent  record  date;  and (b)  promptly  after
receipt by any  Administrative  Trustee or the  Depositor of a request  therefor
from the Property  Trustee in order to enable the Property  Trustee to discharge
its  obligations  under this Trust  Agreement,  in each case to the extent  such
information  is in the possession or control of the  Administrative  Trustees or
the  Depositor  and is not  identical to a previously  supplied  list or has not
otherwise  been  received by the Property  Trustee in its capacity as Securities
Registrar.   The  rights  of  the  Securityholders  to  communicate  with  other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities,  and the  corresponding  rights of the Trustee shall be as
provided in the Trust  Indenture  Act.  Each Holder,  by receiving and holding a
Trust Securities Certificate,  and each owner shall be deemed to have agreed not
to hold the  Depositor,  the  Property  Trustee or the  Administrative  Trustees
accountable by reason of the  disclosure of its name and address,  regardless of
the source from which such information was derived.

         Section  508.  Maintenance  of Office  or  Agency.  The  Administrative
Trustees  shall   maintain  in  a  location  or  locations   designated  by  the
Administrative  Trustees,  an office or offices or agency or agencies  where the
Preferred  Securities  Certificates  may  be  surrendered  for  registration  of
transfer or exchange  and where  notices and demands to or upon the  Trustees in
respect of the Trust Securities  Certificates may be served.  The Administrative
Trustees initially designate the Corporate Trust Office of the Property Trustee,
Two  International  Place,  4th  Floor,  Boston,  Massachusetts  02110,  as  the
principal corporate trust office for such purposes. The Administrative  Trustees
shall give prompt written notice to the Depositor and to the  Securityholders of
any change in the  location  of the  Securities  Register  or any such office or
agency.

         Section 509.  Appointment  of the Paying Agent.  The Paying Agent shall
initially  be the  Property  Trustee,  and any  co-paying  agent  chosen  by the
Property  Trustee  must be  acceptable  to the  Administrative  Trustees and the
Depositor. The Paying Agent shall make Distributions to the Securityholders from
the Payment  Account and shall report the amounts of such  Distributions  to the
Property Trustee and the  Administrative  Trustees.  Any Paying Agent shall have
the revocable  power to withdraw funds from the Payment  Account for the purpose
of making the Distributions  referred to above. The Administrative  Trustees may
revoke  such power and remove the Paying  Agent if such  Trustees  determine  in
their sole  discretion  that the Paying  Agent  shall have failed to perform its
obligations  under this Trust  Agreement  in any  material  respect.  Any Person
acting as Paying  Agent  shall be  permitted  to resign as Paying  Agent upon 30
days' written notice to the  Administrative  Trustees,  the Property Trustee and
the  Depositor.  In the event that the Property  Trustee  shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act be
revoked,  the  Administrative   Trustees  shall  appoint  a  successor  that  is
acceptable to the Property  Trustee and the Depositor to act as the Paying Agent
(which shall be a bank or trust  company).  The  Administrative  Trustees  shall
cause such successor  Paying Agent or any additional  Paying Agent  appointed by
the Administrative Trustees to execute and deliver to the Trustees an instrument
in which such successor Paying Agent or additional Paying Agent shall agree with
the Trustees that as Paying  Agent,  such  successor  Paying Agent or additional
Paying  Agent  shall  hold  all  sums,  if any,  held by it for  payment  to the
Securityholders in trust for the benefit of the Securityholders entitled thereto
until such sums shall be paid to such  Securityholders.  The Paying  Agent shall
return all unclaimed funds to the Property Trustee and, upon removal of a Paying
Agent,  such Paying Agent shall also return all funds in its  possession  to the
Property Trustee. The provisions of Sections 801, 803 and 806 shall apply to the
Property  Trustee  also in its  role  as the  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.

         Section 510.  Ownership of the Common  Securities by the Depositor.  On
the Closing Date, the Depositor  shall acquire and retain  beneficial and record
ownership of the Common Securities.  To the fullest extent permitted by law, any
attempted transfer of the Common Securities (other than a transfer in connection
with a  merger  or  consolidation  of the  Depositor  into  another  corporation
pursuant to Section 12.1 of the  Indenture)  shall be void.  The  Administrative
Trustees shall cause each Common Securities  Certificate issued to the Depositor
to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE".

         Section 511. The Preferred Securities Certificates.

         (a)......Each  owner shall receive a Preferred  Securities  Certificate
representing  such  owner's  interest  in such  Preferred  Securities.  Upon the
issuance of the Preferred Securities Certificates,  the Trustees shall recognize
the  record   holders  of  the   Preferred   Securities   Certificates   as  the
Securityholders.   The  Preferred  Securities  Certificates  shall  be  printed,
lithographed or engraved or may be produced in any other manner as is reasonably
acceptable to the Administrative Trustees, as evidenced by the execution thereof
by the Administrative Trustees or any one of them.

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

         Section 512. [Intentionally Omitted].

         Section 513. [Intentionally Omitted].

         Section 514. Rights of the Securityholders.

         (a)......The legal title to the Trust Property is vested exclusively in
the Property  Trustee (in its capacity as such) in accordance  with Section 209,
and the Securityholders shall not have any right or title therein other than the
undivided  beneficial  interest  in the assets of the Trust  conferred  by their
Trust  Securities  and they  shall  have no right to call for any  partition  or
division of property,  profits or rights of the Trust except as described below.
The  Trust  Securities  shall  be  personal  property  giving  only  the  rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights. When issued and delivered to Holders
of the Preferred Securities against payment of the purchase price therefor,  the
Preferred  Securities  shall be fully paid and  nonassessable  interests  in the
Trust.  The Holders of the Preferred  Securities,  in their  capacities as such,
shall be  entitled to the same  limitation  of  personal  liability  extended to
stockholders  of private  corporations  for profit  organized  under the General
Corporation Law of the State of Delaware.

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

         (c)......For  so  long  as  any  of  the  Preferred  Securities  remain
Outstanding,  upon a Debenture  Event of Default arising from the failure to pay
interest or principal  on the  Debentures,  the Holders of any of the  Preferred
Securities then Outstanding  shall, to the fullest extent permitted by law, have
the right to directly  institute  proceedings for enforcement of payment to such
Holders of principal of or interest on the Debentures  having a principal amount
equal to the Liquidation Amount of the Preferred Securities of such Holders.

                                   ARTICLE VI.
                  ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING

         Section 601. Limitations on Voting Rights.

         (a)......Except  as provided in this Section 601, in Sections  514, 810
and 1002 and in the  Indenture  and as otherwise  set forth in the  Guarantee or
required by law, no Holder of Preferred  Securities shall have any right to vote
or in any manner otherwise control the administration,  operation and management
of the Trust or the obligations of the parties hereto; nor shall anything herein
set forth, or contained in the terms of the Trust  Securities  Certificates,  be
construed so as to constitute the Securityholders  from time to time as partners
or members of an association.

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

         (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 the powers, preferences or special rights of the holders 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 the
Outstanding  Preferred  Securities  as a class shall 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, with respect to matters described in
(i) above, at least 66 2/3% in Liquidation  Amount of the Outstanding  Preferred
Securities  and with  respect to matters  described  in (ii)  above,  at least a
Majority in  Liquidation  Amount of the  Outstanding  Preferred  Securities.  No
amendment to this Trust Agreement may be made if, as a result of such amendment,
the Trust would cease to be classified as a grantor trust or would be classified
as an association  taxable as a corporation for United States federal income tax
purposes.

         Section  602.  Notice  of  Meetings.  Notice  of  all  meetings  of the
Preferred  Securityholders,  stating the time, place and purpose of the meeting,
shall  be  given  by the  Property  Trustee  pursuant  to  Section  1008 to each
Preferred  Securityholder of record, at his or her registered  address, at least
15 days and not more than 90 days before the meeting.  At any such meeting,  any
business properly before the meeting may be so considered  whether or not stated
in the notice of the  meeting.  Any  adjourned  meeting may be held as adjourned
without further notice.

         Section 603. Meetings of the Preferred Securityholders.

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

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

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

         Section 604. Voting Rights.  The  Securityholders  shall be entitled to
one vote for each dollar value of Liquidation  Amount represented by their Trust
Securities  in  respect  of any  matter  as to which  such  Securityholders  are
entitled to vote (and such  dollar  value  shall be $25 per  Preferred  Security
until such  time,  if any,  as the  Liquidation  Amount is  changed as  provided
herein).

         Section 605. Proxies,  Etc. At any meeting of the Securityholders,  any
Securityholder  entitled  to vote  thereat may vote by proxy,  provided  that no
proxy,  shall be voted at any  meeting  unless it shall have been placed on file
with the  Administrative  Trustees,  or with such other  officer or agent of the
Trust as the  Administrative  Trustees may direct, for verification prior to the
time at which such vote shall be taken.  When Trust  Securities are held jointly
by  several  persons,  any one of them may vote at any  meeting  in person or by
proxy in respect of such Trust Securities, but if more than one of them shall be
present at such  meeting in person or by proxy,  and such joint  owners or their
proxies so present  disagree  as to any vote to be cast,  such vote shall not be
received in respect of such Trust Securities.  A proxy purporting to be executed
by or on behalf of a Securityholder  shall be deemed valid unless  challenged at
or prior to its exercise,  and, the burden of proving  invalidity  shall rest on
the challenger.  No proxy shall be valid more than three years after its date of
execution.

         Section 606. Securityholder Action by Written Consent. Any action which
may be taken by the  Securityholders at a meeting may be taken without a meeting
if the  Securityholders  holding more than a majority of all of the  Outstanding
Trust  Securities  (based upon their aggregate  Liquidation  Amount) entitled to
vote in respect of such  action (or such larger  proportion  thereof as shall be
required by any express  provision of this Trust Agreement) shall consent to the
action in writing.

         Section  607.  Record  Date for  Voting  and  Other  Purposes.  For the
purposes of determining the Securityholders who are entitled to notice of and to
vote at any meeting or by written consent, or to participate in any Distribution
on the Trust  Securities  in  respect  of which a record  date is not  otherwise
provided for in this Trust  Agreement,  or for the purpose of any other  action,
the  Administrative  Trustees may from time to time fix a date, not more than 90
days prior to the date of any meeting of the  Securityholders  or the payment of
Distribution  or other  action,  as the case  may be,  as a record  date for the
determination  of the  identity  of  the  Securityholders  of  record  for  such
purposes.

         Section 608. Acts of the Securityholders.

         (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 the  Securityholders may be embodied in and evidenced
by one or  more  instruments  of  substantially  similar  tenor  signed  by such
Securityholders in person or by an agent duly appointed in writing;  and, except
as otherwise  expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to an Administrative  Trustee. Such
instrument  or  instruments  (and the  action  embodied  therein  and  evidenced
thereby) are herein  sometimes  referred to as the "Act" of the  Securityholders
signing  such  instrument  or  instruments.  Proof  of  execution  of  any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 801) conclusive in favor
of the Trustees, if made in the manner provided in this Section 608.

         (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 or her the execution  thereof.
Where such  execution is by a signer acting in a capacity  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 of
any such  instrument or writing,  or the  authority of the Person  executing the
same,  may also be proved in any other  manner which any Trustee  receiving  the
same deems sufficient.

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

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

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

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

         Section  609.  Inspection  of Records.  Upon  reasonable  notice to the
Administrative Trustees and the Property Trustee, the records of the Trust shall
be open to  inspection  and  copying by any  Securityholder  and its  authorized
representatives  during normal business hours for any purpose reasonably related
to such Securityholder's interest as a Securityholder.

                                  ARTICLE VII.
                         REPRESENTATIONS AND WARRANTIES

         Section  701.  Representations  and  Warranties  of the  Bank  and  the
Property Trustee. The Bank and the Property Trustee, each severally on behalf of
and as to itself, as of the date hereof,  and each successor Property Trustee at
the time of the successor  Property  Trustee's  acceptance of its appointment as
Property  Trustee  hereunder  (the  term  "Bank"  being  used to  refer  to such
successor Property Trustee in its separate corporate capacity) hereby represents
and  warrants  (as  applicable)  for  the  benefit  of  the  Depositor  and  the
Securityholders that:

         (a)......the  Bank is a trust company duly organized,  validly existing
and in good standing under the laws of its jurisdiction of incorporation;

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

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

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

         (e)......neither  the  authorization,  execution  or  delivery  by  the
Property  Trustee of this Trust  Agreement  nor the  consummation  of any of the
transactions by the Property Trustee contemplated herein requires the consent or
approval of, the giving of notice to, the registration with or the taking of any
other  action with  respect to any  governmental  authority  or agency under any
existing  federal law  governing  the banking or trust powers of the Bank or the
Property Trustee, as the case may be, under the laws of the United States or its
jurisdiction of incorporation; and

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

         Section 702.  Representations  and  Warranties of the Delaware Bank and
the Delaware Trustee. The Delaware Bank and the Delaware Trustee, each severally
on  behalf  of and as to  itself,  as of the date  hereof,  and  each  successor
Delaware Trustee at the time of the successor Delaware  Trustee's  acceptance of
appointment as Delaware  Trustee  hereunder (the term "Delaware Bank" being used
to refer to such successor Delaware Trustee in its separate corporate capacity),
hereby  represents and warrants (as applicable) for the benefit of the Depositor
and the Securityholders that:

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

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

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

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

         (e)......neither  the  authorization,  execution  or  delivery  by  the
Delaware  Trustee of this Trust  Agreement  nor the  consummation  of any of the
transactions by the Delaware Trustee contemplated herein or therein requires the
consent or approval  of, the giving of notice to, the  registration  with or the
taking of any other action with respect to any governmental  authority or agency
under any  existing  federal law  governing  the banking or trust  powers of the
Delaware Bank or the Delaware Trustee, as the case may be, under the laws of the
United States or the State of Delaware; and

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

         Section 703.  Representations  and  Warranties  of the  Depositor.  The
Depositor hereby represents and warrants for the benefit of the  Securityholders
that:

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

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

                                  ARTICLE VIII.
                                    TRUSTEES

         Section 801. Certain Duties and Responsibilities.

         (a)......The  duties and  responsibilities  of the Trustees shall be as
provided by this Trust  Agreement and, in the case of the Property  Trustee,  by
the Trust  Indenture Act.  Notwithstanding  the foregoing,  no provision of this
Trust  Agreement shall require the Trustees to expend or risk their own funds or
otherwise  incur any  financial  liability  in the  performance  of any of their
duties  hereunder,  or in the exercise of any of their rights or powers, if they
shall have  reasonable  grounds for  believing  that  repayment of such funds or
adequate  indemnity against such risk or liability is not reasonably  assured to
it. No  Administrative  Trustee nor the Delaware Trustee shall be liable for its
act or omissions  hereunder  except as a result of its own gross  negligence  or
willful  misconduct.  The Property Trustee's liability shall be determined under
the Trust  Indenture Act.  Whether or not therein  expressly so provided,  every
provision  of this Trust  Agreement  relating  to the conduct or  affecting  the
liability of or  affording  protection  to the Trustees  shall be subject to the
provisions  of this Section 801. To the extent  that,  at law or in equity,  the
Delaware Trustee or an Administrative  Trustee has duties  (including  fiduciary
duties) and liabilities relating thereto to the Trust or to the Securityholders,
the Delaware Trustee or such  Administrative  Trustee shall not be liable to the
Trust or to any  Securityholder  for such  Trustee's  good faith reliance on the
provisions of this Trust Agreement.  The provisions of this Trust Agreement,  to
the extent that they restrict the duties and liabilities of the Delaware Trustee
or the  Administrative  Trustees  otherwise  existing  at law or in equity,  are
agreed by the Depositor and the Securityholders to replace such other duties and
liabilities of the Delaware Trustee and the Administrative Trustees, as the case
may be.

         (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.  With respect
to the relationship of each Securityholder and the Trustee, each Securityholder,
by its acceptance of a Trust  Security,  agrees that it shall 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 801(b)
does not limit the liability of the Trustees  expressly  set forth  elsewhere in
this  Trust  Agreement  or, in the case of the  Property  Trustee,  in the Trust
Indenture Act.

         (c)......No  provision  of this Trust  Agreement  shall be construed to
relieve the Property  Trustee from liability for its own negligent  action,  its
own negligent failure to act, or its own willful misconduct, except that:

                  (i) the Property  Trustee shall not be liable for any error of
         judgment  made in good faith by an  authorized  officer of the Property
         Trustee,  unless  it shall be  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 not  less  than a
         majority in Liquidation Amount of the Trust Securities  relating to the
         time,  method and place of  conducting  any  proceeding  for any remedy
         available to the Property  Trustee,  or  exercising  any trust or power
         conferred upon the Property Trustee under this Trust Agreement;

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

                  (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 to the Payment  Account
         maintained by the Property  Trustee  pursuant to Section 301 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  negligence,  default or
         misconduct of the Administrative Trustees or the Depositor.

         Section 802. Certain Notices.

         (a)......Within  5 Business  Days after the  occurrence of any Event of
Default  actually  known to the Property  Trustee,  the Property  Trustee  shall
transmit,  in the manner and to the extent  provided in Section 1008,  notice of
such Event of Default to the  Securityholders,  the Administrative  Trustees and
the Depositor, unless such Event of Default shall have been cured or waived. For
purposes of this Section  802, the term "Event of Default"  means any event that
is, or after notice or lapse of time or both would become, an Event of Default.

         (b)......The    Administrative   Trustees   shall   transmit   to   the
Securityholders  in the manner and to the extent provided in Section 1008 notice
of the  Depositor's  election to begin or further extend an Extension  Period on
the  Debentures  (unless  such  election  shall have been  revoked),  and of any
election by the  Depositor  to extend or  accelerate  the  Maturity  Date of the
Debentures within the time specified for transmitting such notice to the holders
of the Debentures pursuant to the Indenture as originally executed.

         Section 803.  Certain  Rights of the Property  Trustee.  Subject to the
provisions of Section 801:

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

         (b)......if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action; or
(ii) in construing any of the provisions of this Trust  Agreement,  the Property
Trustee finds the same ambiguous or inconsistent with other provisions contained
herein;  or (iii) the  Property  Trustee  is unsure  of the  application  of any
provision of this Trust Agreement, then, except as to any matter as to which the
Preferred  Securityholders  are  entitled  to vote under the terms of this Trust
Agreement,  the  Property  Trustee  shall  deliver  a  notice  to the  Depositor
requesting  written  instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action,  as the Property Trustee shall be instructed in writing to take, or
to  refrain  from  taking,  by the  Depositor;  provided,  however,  that if the
Property  Trustee does not receive such  instructions of the Depositor within 10
Business Days after it has delivered  such notice,  or such  reasonably  shorter
period of time set forth in such notice (which to the extent  practicable  shall
not be less than 2 Business  Days),  it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Trust Agreement as
it shall deem  advisable and in the best  interests of the  Securityholders,  in
which event the Property  Trustee shall have no liability except for its own bad
faith, negligence or willful misconduct;

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

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

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

         (f)......the  Property  Trustee may consult  with counsel of its choice
(which counsel may be counsel to the Depositor or any of its Affiliates) and 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,  such counsel
may be counsel to the Depositor or any of its Affiliates, and may include any of
its  employees;  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,
order  or  direction  of any of the  Securityholders,  pursuant  to  this  Trust
Agreement,  unless  such  Securityholders  shall have  offered  to the  Property
Trustee  reasonable  security  or  indemnity  against  the costs,  expenses  and
liabilities  that may be incurred therein or thereby;  nothing  contained herein
shall,  however,  relieve  the  Property  Trustee  of the  obligation,  upon the
occurrence  of an Event  of  Default  (that  has not been  cured or  waived)  to
exercise such of the rights and powers vested in it by this Trust Agreement, and
to use the same  degree of care and  skill in their  exercise  as a prudent  man
would exercise or use under the circumstances in the conduct of his own affairs;

         (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,  consent,  order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or  document,  unless  requested  in writing to do so by the Holders of not less
than a  majority  in  Liquidation  Amount of the  Securities,  but the  Property
Trustee  may make such  further  inquiry  or  investigation  into such  facts or
matters as it may see fit;

         (i)......the  Property  Trustee may execute any of the trusts or powers
hereunder or perform any duties  hereunder  either directly or by or through its
agents or attorneys, provided that the Property Trustee shall be responsible for
its own  negligence  or  recklessness  with respect to selection of any agent or
attorney appointed by it hereunder;

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

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

         Section 804. Not  Responsible  for Recitals or Issuance of  Securities.
The Recitals contained herein and in the Trust Securities  Certificates shall be
taken as the  statements  of the  Trust,  and the  Trustees  do not  assume  any
responsibility for their correctness.  The Trustees shall not be accountable for
the use or application by the Depositor of the proceeds of the Debentures.

         Section 805. 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 the Trust  Securities  and,  subject to Sections 808 and 813
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 a Trustee or such other agent.

         Section 806. Compensation; Indemnity; Fees. The Depositor agrees:

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

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

         (c)......to  indemnify each of the Trustees or any predecessor  Trustee
for,  and to hold the  Trustees  harmless  against,  any loss,  damage,  claims,
liability,  penalty or expense incurred  without  negligence or bad faith on its
part,  arising out of or in connection with the acceptance or  administration of
this Trust  Agreement,  including  the costs and  expenses of  defending  itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder, except any such expense,  disbursement or
advance  as may be  attributable  to such  Trustee's  negligence,  bad  faith or
willful  misconduct  (or,  in the  case of the  Administrative  Trustees  or the
Delaware  Trustee,  any  such  expense,   disbursement  or  advance  as  may  be
attributable  to  its,  his  or her  gross  negligence,  bad  faith  or  willful
misconduct).

         No  Trustee  may claim any Lien or  charge on any Trust  Property  as a
result of any amount due pursuant to this Section 806.

         Section  807.  Corporate  Property  Trustee  Required;  Eligibility  of
Trustees.

         (a)......There  shall at all times be a Property Trustee hereunder with
respect to the Trust Securities.  The Property Trustee shall be a Person that is
eligible  pursuant to the Trust  Indenture Act to act as such and has a combined
capital  and  surplus  of at least  $50,000,000.  If any such  Person  publishes
reports of condition at least annually,  pursuant to law or to the  requirements
of its supervising or examining authority, then for the purposes of this Section
807, the  combined  capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published.  If at any time the  Property  Trustee  with respect to the Trust
Securities  shall cease to be eligible in accordance with the provisions of this
Section  807,  it shall  resign  immediately  in the  manner and with the effect
hereinafter specified in this Article VIII.

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

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

         Section 808.  Conflicting  Interests.  If the  Property  Trustee has or
shall acquire a conflicting  interest  within the meaning of the Trust Indenture
Act, the Property Trustee shall either eliminate such interest or resign, to the
extent and in the manner  provided  by, and  subject to the  provisions  of, the
Trust Indenture Act and this Trust Agreement.

         Section 809. Co-Trustees and Separate Trustee.

         (a)......Unless  an  Event  of  Default  shall  have  occurred  and  be
continuing,  at any  time or  times,  for  the  purpose  of  meeting  the  legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Depositor shall have power
to appoint,  and upon the written request of the Property Trustee, the Depositor
shall for such purpose join with the Property Trustee in the execution, delivery
and  performance  of all  instruments  and  agreements  necessary  or  proper to
appoint,  one or more Persons  approved by the Property Trustee either to act as
co-trustee,  jointly with the Property Trustee, of all or any part of such Trust
Property,  or to the extent  required by law to act as  separate  trustee of any
such  property,  in  either  case with such  powers  as may be  provided  in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid,  any property,  title,  right or power deemed necessary or desirable,
subject to the other  provisions of this Section 809. If the Depositor  does not
join in such appointment  within 15 days after the receipt by it of a request so
to do, or in case a Debenture  Event of Default has occurred and is  continuing,
the  Property  Trustee  alone  shall  have power to make such  appointment.  Any
co-trustee  or separate  trustee  appointed  pursuant to this  Section 809 shall
either be (i) a natural person who is at least 21 years of age and a resident of
the United States;  or (ii) a legal entity with its principal  place of business
in the United  States that shall act through one or more persons  authorized  to
bind such entity.

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

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

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

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

                  (iii) The Property  Trustee at any time,  by an  instrument in
         writing executed by it, with the written  concurrence of the Depositor,
         may accept the  resignation  of or remove any  co-trustee  or  separate
         trustee  appointed  under this  Section  809,  and, in case a Debenture
         Event of Default has occurred and is continuing,  the Property  Trustee
         shall have the power to accept the resignation of, or remove,  any such
         co-trustee  or  separate   trustee   without  the  concurrence  of  the
         Depositor.  Upon the  written  request  of the  Property  Trustee,  the
         Depositor  shall  join  with the  Property  Trustee  in the  execution,
         delivery and performance of all instruments and agreements necessary or
         proper to effectuate  such  resignation or removal.  A successor to any
         co-trustee or separate  trustee so resigned or removed may be appointed
         in the manner provided in this Section 809.

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

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

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

                  Section  810.   Resignation   and  Removal;   Appointment   of
         Successor.

         (a)......No  resignation  or  removal  of any  Trustee  (the  "Relevant
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 811.

         (b)......Subject to the immediately  preceding paragraph,  the Relevant
Trustee may resign at any time with  respect to the Trust  Securities  by giving
written notice thereof to the  Securityholders.  If the instrument of acceptance
by the successor  Trustee  required by Section 811 shall not have been delivered
to the  Relevant  Trustee  within  30 days  after the  giving of such  notice of
resignation, the Relevant Trustee may petition, at the expense of the Depositor,
any court of competent  jurisdiction for the appointment of a successor Relevant
Trustee with respect to the Trust Securities.

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

         (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 cause,  at a time when no Debenture Event of Default shall have occurred and
be continuing, the Common Securityholder, by an Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust  Securities and the Trust,  and the successor
Trustee  shall comply with the  applicable  requirements  of Section 811. If the
Property  Trustee or the Delaware  Trustee  shall  resign,  be removed or become
incapable of continuing to act as the Property Trustee or the Delaware  Trustee,
as the case may be, at a time  when a  Debenture  Event of  Default  shall  have
occurred and is  continuing,  the  Preferred  Securityholders,  by an Act of the
Securityholders of a majority in Liquidation Amount of the Preferred  Securities
then  Outstanding  delivered to the retiring  Relevant  Trustee,  shall promptly
appoint a  successor  Relevant  Trustee or  Trustees  with  respect to the Trust
Securities  and the Trust,  and such  successor  Trustee  shall  comply with the
applicable  requirements  of Section  811. If an  Administrative  Trustee  shall
resign, be removed or become incapable of acting as an  Administrative  Trustee,
at a  time  when a  Debenture  Event  of  Default  shall  have  occurred  and be
continuing,  the Common  Securityholder,  by an Act of the Common Securityholder
delivered  to an  Administrative  Trustee,  shall  promptly  appoint a successor
Administrative  Trustee or  Administrative  Trustees  with  respect to the Trust
Securities  and  the  Trust,  and  such  successor   Administrative  Trustee  or
Administrative Trustees shall comply with the applicable requirements of Section
811. If no successor Relevant Trustee with respect to the Trust Securities shall
have  been  so  appointed  by  the  Common   Securityholder   or  the  Preferred
Securityholders and accepted  appointment in the manner required by Section 811,
any  Securityholder  who has been a  Securityholder  of Trust Securities for six
consecutive  months on behalf of  himself or  herself  and all others  similarly
situated may petition a court of competent jurisdiction for the appointment of a
successor Relevant Trustee with respect to the Trust Securities.

         (e)......The Property Trustee shall give notice of each resignation and
each removal of a Trustee and each appointment of a successor Trustee to all the
Securityholders  in the manner provided in Section 1008 and shall give notice to
the  Depositor.  Each notice shall  include the name of the  successor  Relevant
Trustee  and the address of its  Corporate  Trust  Office if it is the  Property
Trustee.

         (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  Depositor,
incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity   may  be  filled  by  (a)  the   unanimous   act  of  the  remaining
Administrative  Trustees if there are at least two of them;  or (b) otherwise by
the Depositor  (with the successor in each case being a Person who satisfies the
eligibility requirement for Administrative Trustees set forth in Section 807).

         Section 811. Acceptance of Appointment by Successor.

         (a)......In case of the appointment  hereunder of a successor  Relevant
Trustee  with  respect  to the Trust  Securities  and the  Trust,  the  retiring
Relevant  Trustee and each successor  Relevant Trustee with respect to the Trust
Securities shall execute and deliver an instrument hereto wherein each successor
Relevant  Trustee  shall accept such  appointment  and which shall  contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each  successor  Relevant  Trustee all the rights,  powers,  trusts and
duties of the retiring Relevant Trustee with respect to the Trust Securities and
the Trust and upon the execution and delivery of such instrument the resignation
or removal of the retiring Relevant Trustee shall become effective to the extent
provided therein and each such successor  Relevant Trustee,  without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Relevant Trustee with respect to the Trust Securities
and the Trust;  but, on request of the Trust or any successor  Relevant  Trustee
such retiring  Relevant Trustee shall duly assign,  transfer and deliver to such
successor  Relevant  Trustee all the Trust  Property,  all proceeds  thereof and
money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

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

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

         Section  812.  Merger,  Conversion,   Consolidation  or  Succession  to
Business.  Any Person into which the Property  Trustee,  the Delaware Trustee or
any  Administrative  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  Relevant  Trustee  shall  be  a  party,  or  any
corporation  succeeding to all or substantially all the corporate trust business
of such  Relevant  Trustee,  shall be the  successor  of such  Relevant  Trustee
hereunder,  provided such Person shall be otherwise qualified and eligible under
this Article  VIII,  without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

         Section 813. Preferential Collection of Claims Against the Depositor or
the Trust. If and when the Property  Trustee or the Delaware Trustee shall be or
become a creditor of the  Depositor or the Trust (or any other  obligor upon the
Debentures  or the Trust  Securities),  the  Property  Trustee  or the  Delaware
Trustee,  as the case may be,  shall be subject  to and shall  take all  actions
necessary  in order to comply with the  provisions  of the Trust  Indenture  Act
regarding the  collection  of claims  against the Depositor or the Trust (or any
such other obligor).

         Section 814. Reports by the Property Trustee.

         (a)......The  Property  Trustee shall  transmit to the  Securityholders
such reports  concerning  the  Property  Trustee,  its actions  under this Trust
Agreement and the property and funds in its  possession as the Property  Trustee
as may be required  pursuant to the Trust  Indenture Act at the times and in the
manner provided pursuant thereto.

         (b)......A  copy  of  each  such  report  shall,  at the  time  of such
transmission to the Holders,  be filed by the Property Trustee with the American
Stock  Exchange,   Inc.,  and  each  national   securities   exchange  or  other
organization  upon  which the Trust  Securities  are  listed,  and also with the
Commission and the Depositor.  Section 815. Reports to the Property Trustee. The
Depositor and the  Administrative  Trustees on behalf of the Trust shall provide
to the Property  Trustee such documents,  reports and information as required by
Section 314 of the Trust  Indenture Act (if any) and the compliance  certificate
required by Section 314(a) of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act.

         Section 816. Evidence of Compliance with Conditions Precedent.  Each of
the  Depositor  and the  Administrative  Trustees  on behalf of the Trust  shall
provide to the Property  Trustee such evidence of compliance with any conditions
precedent,  if any,  provided for in this Trust  Agreement that relate to any of
the  matters  set  forth in  Section  314(c)  of the Trust  Indenture  Act.  Any
certificate  or opinion  required to be given by an officer  pursuant to Section
314(c)(1) of the Trust  Indenture Act shall be given in the form of an Officers'
Certificate.

         Section 817. Number of Trustees.

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

         (b)......If  a Trustee  ceases to hold  office  for any  reason and the
number of the Administrative Trustees is not reduced pursuant to Section 817(a),
or if the number of the  Trustees is  increased  pursuant to Section  817(a),  a
vacancy  shall occur.  The vacancy  shall be filled with a Trustee  appointed in
accordance with Section 810.

         (c)......The  death,  resignation,   retirement,  removal,  bankruptcy,
incompetence  or incapacity to perform the duties of a Trustee shall not operate
to annul the  Trust.  Whenever  a vacancy  in the  number of the  Administrative
Trustees  shall  occur,  until such vacancy is filled by the  appointment  of an
Administrative  Trustee in  accordance  with  Section  810,  the  Administrative
Trustees in office,  regardless of their number (and  notwithstanding  any other
provision  of  this  Agreement),  shall  have  all  the  powers  granted  to the
Administrative  Trustees  and shall  discharge  all the duties  imposed upon the
Administrative Trustees by this Trust Agreement.

         Section 818. Delegation of Power.

         (a)......Any   Administrative   Trustee   may,  by  power  of  attorney
consistent with  applicable  law,  delegate to any other natural person over the
age  of 21  his  or her  power  for  the  purpose  of  executing  any  documents
contemplated in Section 207(a); and

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

         Section  819.  Voting.  Except  as  otherwise  provided  in this  Trust
Agreement,  the consent or approval of the Administrative Trustees shall require
consent or approval by not less than a majority of the Administrative  Trustees,
unless there are only two, in which case both must consent.

                                   ARTICLE IX.
                       TERMINATION, LIQUIDATION AND MERGER

         Section  901.   Termination  upon  Expiration   Date.   Unless  earlier
dissolved,  the  Trust  shall  automatically  dissolve  December 31,  2052  (the
"Expiration  Date") subject to  distribution of the Trust Property in accordance
with Section 904.

         Section  902.  Early  Termination.  The  first  to  occur of any of the
following events is an "Early Termination Event:"

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

         (b)......delivery  of written  direction to the Property Trustee by the
Depositor  at any time  (which  direction  is wholly  optional  and  within  the
discretion of the Depositor) to dissolve the Trust and distribute the Debentures
to the  Securityholders  in exchange for the Preferred  Securities in accordance
with Section 904;

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

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

         Section   903.    Termination.    The   respective    obligations   and
responsibilities  of the Trustees  and the Trust  created and  continued  hereby
shall terminate upon the latest to occur of the following:  (a) the distribution
by the Property Trustee to the Securityholders upon the liquidation of the Trust
pursuant to Section 904, or upon the  redemption of all of the Trust  Securities
pursuant to Section  402, of all amounts  required to be  distributed  hereunder
upon the final payment of the Trust Securities;  (b) the payment of any expenses
owed by the  Trust;  (c)  the  discharge  of all  administrative  duties  of the
Administrative  Trustees,   including  the  performance  of  any  tax  reporting
obligations with respect to the Trust or the Securityholders; and (d) the filing
of a  Certificate  of  Cancellation  by the  Administrative  Trustee  under  the
Delaware Business Trust Act.

         Section 904. Liquidation.

         (a)......If an Early Termination Event specified in clause (a), (b), or
(d) of  Section  902  occurs or upon the  Expiration  Date,  the Trust  shall be
liquidated  by the Trustees as  expeditiously  as the  Trustees  determine to be
possible by distributing,  after satisfaction of liabilities to creditors of the
Trust as provided by  applicable  law, to each  Securityholder  a Like Amount of
Debentures,  subject to Section 904(d).  Notice of liquidation shall be given by
the Property Trustee by first-class mail, postage prepaid, mailed not later than
30 nor more than 60 days prior to the  Liquidation  Date to each Holder of Trust
Securities at such Holder's address  appearing in the Securities  Register.  All
notices of liquidation shall:

                  (i) state the Liquidation Date;

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

                  (iii) provide such  information  with respect to the mechanics
         by which the Holders may exchange the Trust Securities Certificates for
         the Debentures,  or, if Section 904(d)  applies,  receive a Liquidation
         Distribution,  as the  Administrative  Trustees or the Property Trustee
         shall deem appropriate.

         (b)......Except  where Section  902(c) or 904(d)  applies,  in order to
effect the  liquidation of the Trust and  distribution  of the Debentures to the
Securityholders,  the Property  Trustee  shall  establish a record date for such
distribution  (which  shall be not more  than 45 days  prior to the  Liquidation
Date) and,  either itself acting as exchange agent or through the appointment of
a separate  exchange  agent,  shall  establish such  procedures as it shall deem
appropriate  to effect  the  distribution  of  Debentures  in  exchange  for the
Outstanding Trust Securities Certificates.

         (c)......Except  where  Section  902(c)  or 904(d)  applies,  after the
Liquidation  Date,  (i) the  Trust  Securities  shall no  longer be deemed to be
outstanding;  (ii)  certificates  representing  a Like Amount of the  Debentures
shall be issued to the Holders of Trust Securities  Certificates  upon surrender
of such certificates to the Administrative Trustees or their agent for exchange;
(iii) the  Depositor  shall use its  reasonable  efforts to have the  Debentures
listed on the American Stock Exchange, Inc. or on such other securities exchange
or other  organization  as the Preferred  Securities  are then listed or traded;
(iv) any Trust Securities  Certificates not so surrendered for exchange shall be
deemed to represent a Like Amount of Debentures,  accruing  interest at the rate
provided  for in the  Debentures  from  the  last  Distribution  Date on which a
Distribution  was  made  on  such  Trust  Securities   Certificates  until  such
certificates are so surrendered (and until such certificates are so surrendered,
no  payments  of  interest  or  principal  shall be made to Holders of the Trust
Securities Certificates with respect to such Debentures);  and (v) all rights of
the  Securityholders  holding the Trust Securities shall cease, except the right
of such  Securityholders  to receive the Debentures  upon surrender of the Trust
Securities Certificates.

         (d)......In  the event that,  notwithstanding  the other  provisions of
this Section 904, whether because of an order for dissolution entered by a court
of competent  jurisdiction  or otherwise,  distribution of the Debentures in the
manner  provided  herein  is  determined  by  the  Property  Trustee  not  to be
practical,  the Trust  Property  shall be  liquidated,  and the  Trust  shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property  Trustee  determines.  In such event,  on the date of the  dissolution,
winding-up  or other  termination  of the Trust,  the  Securityholders  shall be
entitled to receive out of the assets of the Trust available for distribution to
the Securityholders, after satisfaction of liabilities to creditors of the Trust
as provided by  applicable  law, an amount equal to the  Liquidation  Amount per
Trust Security plus accumulated and unpaid Distributions  thereon to the date of
payment (such amount being the  "Liquidation  Distribution").  If, upon any such
dissolution, winding-up or termination, the Liquidation Distribution can be paid
only in part because the Trust has insufficient  assets available to pay in full
the aggregate  Liquidation  Distribution,  then,  subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be paid
on a pro rata basis (based upon  Liquidation  Amounts,  subject to Section 407).
The Holder of the Common Securities shall be entitled to receive the Liquidation
Distributions  upon any such  dissolution,  winding-up or  termination  pro rata
(determined as aforesaid) with the Holders of the Preferred  Securities,  except
that,  if a  Debenture  Event of Default has  occurred  and is  continuing,  the
Preferred Securities shall have a priority over the Common Securities.

         Section 905. Mergers, Consolidations,  Amalgamations or Replacements of
the Trust. The Trust may not merge with or into, consolidate,  amalgamate, or be
replaced  by,  or  convey,   transfer  or  lease  its   properties   and  assets
substantially as an entirety to any corporation or other Person, except pursuant
to this  Section 905. At the request of the  Depositor,  with the consent of the
Administrative  Trustees and without the consent of the Holders of the Preferred
Securities,  the Property Trustee or the Delaware  Trustee,  the Trust may merge
with or into,  consolidate,  amalgamate,  be replaced by or convey,  transfer or
lease  its  properties  and  assets  substantially  as an  entirety  to a  trust
organized as such under the laws of any State; provided, that (a) such successor
entity either (i)  expressly  assumes all of the  obligations  of the Trust with
respect to the  Preferred  Securities;  or (ii)  substitutes  for the  Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the  same  as  the  Preferred  Securities  rank  in  priority  with  respect  to
distributions and payments upon liquidation,  redemption and otherwise;  (b) the
Depositor  expressly  appoints a trustee  of such  successor  entity  possessing
substantially  the same powers and duties as the Property  Trustee as the holder
of the  Debentures;  (c) the Successor  Securities are listed or traded,  or any
Successor Securities shall be listed or traded upon notification of issuance, on
any national  securities  exchange or other  organization on which the Preferred
Securities   are  then  listed,   if  any;   (d)  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;  (e)
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;  and (ii) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the  Trust  nor such  successor  entity  shall be  required  to  register  as an
"investment  company"  under the  Investment  Company Act; and (f) the Depositor
owns all of the Common  Securities of such  successor  entity and guarantees the
obligations of such successor entity under the Successor  Securities at least to
the extent provided by the Guarantee, the Debentures,  the Indenture, this Trust
Agreement and the Expense Agreement.  Notwithstanding  the foregoing,  the Trust
shall not, except with the consent of the Holders of 100% in Liquidation  Amount
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  Person to  consolidate,
amalgamate,   merge  with  or  into,  or  replace  it  if  such   consolidation,
amalgamation,  merger or  replacement  would  cause  the Trust or the  successor
entity to be classified as other than a grantor trust for United States  federal
income tax purposes.

                                   ARTICLE X.
                            MISCELLANEOUS PROVISIONS

         Section 1001. Limitation of Rights of the Securityholders. The death or
incapacity  of any Person having an interest,  beneficial  or otherwise,  in the
Trust  Securities  shall not  operate to  terminate  this Trust  Agreement,  nor
entitle the legal  representatives or heirs of such Person or any Securityholder
for such Person to claim an accounting,  take any action or bring any proceeding
in any court for a partition  or  winding-up  of the  arrangements  contemplated
hereby,  nor otherwise  affect the rights,  obligations  and  liabilities of the
parties hereto or any of them.

         Section 1002. Amendment.

         (a)......This  Trust  Agreement may be amended from time to time by the
Trustees and the Depositor,  without the consent of any Securityholders,  (i) as
provided in Section 811 with respect to acceptance of appointment by a successor
Trustee; (ii) to cure any ambiguity,  correct or supplement any provision herein
or therein which may be inconsistent with any other provision herein or therein,
or to make any other  provisions  with respect to matters or  questions  arising
under  this  Trust  Agreement,  that  shall not be  inconsistent  with the other
provisions  of this Trust  Agreement;  (iii) to modify,  eliminate or add to any
provisions  of this Trust  Agreement  to such  extent as shall be  necessary  to
ensure that the Trust shall be classified  for United States  federal income tax
purposes as a grantor  trust at all times that any of the Trust  Securities  are
outstanding  or to ensure that the Trust shall not be required to register as an
"investment  company"  under the  Investment  Company  Act; or (iv) to reduce or
increase  the  Liquidation  Amount  per Trust  Security  and  simultaneously  to
correspondingly  increase or decrease the number of Trust Securities  issued and
outstanding  solely  for the  purpose  of  maintaining  the  eligibility  of the
Preferred  Securities  for  quotation  or  listing  on any  national  securities
exchange or other organization on which the Preferred Securities are then quoted
or listed  (including,  if  applicable,  the  American  Stock  Exchange,  Inc.);
provided,  however,  that in the case of  clause  (ii),  such  action  shall not
adversely affect the interests of any Securityholder, and provided further, that
in the case of  clause  (iv)  the  aggregate  Liquidation  Amount  of the  Trust
Securities outstanding upon completion of any such reduction must be the same as
the aggregate Liquidation Amount of the Trust Securities outstanding immediately
prior to such reduction or increase,  and any amendments of this Trust Agreement
shall become effective when notice thereof is given to the Securityholders  (or,
in the case of an amendment pursuant to clause (iv), as of the date specified in
the notice).

         (b)......Except  as  provided  in  Section  601(c) or  Section  1002(c)
hereof, any provision of this Trust Agreement may be amended by the Trustees and
the Depositor (i) with the consent of the Trust Securityholders representing not
less than a majority (based upon  Liquidation  Amounts) of the Trust  Securities
then Outstanding; and (ii) upon 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  shall not affect the Trust's status
as a grantor trust for United States  federal income tax purposes or the Trust's
exemption  from status of an "investment  company" under the Investment  Company
Act.

         (c)......In addition to and notwithstanding any other provision in this
Trust  Agreement,  without the  consent of each  affected  Securityholder  (such
consent being obtained in accordance with Section 603 or 606 hereof), this Trust
Agreement  may  not be  amended  to (i)  change  the  amount  or  timing  of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution  required to be made in respect of the Trust Securities as of a
specified date; or (ii) restrict the right of a Securityholder to institute suit
for the  enforcement of any such payment on or after such date;  notwithstanding
any other provision herein, without the unanimous consent of the Securityholders
(such consent being obtained in accordance with Section 603 or 606 hereof), this
paragraph (c) of this Section 1002 may not be amended.

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

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

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

         (g)......Upon  the request of the  Depositor,  accompanied by its board
resolutions  authorizing  the  execution  of any such  amendments  to this Trust
Agreement,  and upon the  filing  with the  Property  Trustee  and the  Delaware
Trustee of evidence of the  consent of the  Securityholders  required to consent
thereto as aforesaid,  the Property  Trustee and the Delaware Trustee shall join
with the  Depositor in the execution of such  amendment to this Trust  Agreement
unless such amendment affects the Property  Trustee's or the Delaware  Trustee's
own rights, duties,  immunities under this Trust Agreement or otherwise in which
case the Property  Trustee and Delaware  Trustee may in their own discretion but
shall not be obligated to enter into such amendment to this Trust Agreement. The
Property Trustee and Delaware Trustee, subject to the provisions of Section 801,
may receive an Opinion of Counsel as  conclusive  evidence that any amendment to
this Trust  Agreement  executed  pursuant  to this  Article X is  authorized  or
permitted by, and conforms to, the terms of this Article X and that it is proper
for the  Property  Trustee and Delaware  Trustee  under the  provisions  of this
Article X to join in the execution thereof.

         Section  1003.  Separability.  In case  any  provision  in  this  Trust
Agreement or in the Trust Securities  Certificates shall be invalid,  illegal or
unenforceable,  the  validity,  legality  and  enforceability  of the  remaining
provisions shall not in any way be affected or impaired thereby.

         Section 1004.  Governing  Law. THIS TRUST  AGREEMENT AND THE RIGHTS AND
OBLIGATIONS  OF EACH OF THE  SECURITYHOLDERS,  THE TRUST AND THE  TRUSTEES  WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST  SECURITIES  SHALL BE CONSTRUED IN
ACCORDANCE  WITH AND  GOVERNED  BY THE LAWS OF THE  STATE OF  DELAWARE  (WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES).

         Section 1005.  Payments Due on Non-Business  Day. If the date fixed for
any  payment on any Trust  Security  shall be a day that is not a Business  Day,
then  such  payment  need  not be made on such  date but may be made on the next
succeeding day which is a Business Day, with the same force and effect as though
made on the date fixed for such payment,  and no distribution  shall  accumulate
thereon for the period after such date.

         Section 1006.  Successors.  This Trust  Agreement shall be binding upon
and shall inure to the benefit of any successor to the  Depositor,  the Trust or
the Relevant Trustee(s),  including any successor by operation of law. Except in
connection with a consolidation,  merger or sale involving the Depositor that is
permitted  under Article XII 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  1007.  Headings.  The  Article and  Section  headings  are for
convenience only and shall not affect the construction of this Trust Agreement.

         Section 1008. Reports,  Notices and Demands. Any report, notice, demand
or other  communication  which  by any  provision  of this  Trust  Agreement  is
required or permitted to be given or served to or upon any Securityholder or the
Depositor  may be given or served in  writing by  deposit  thereof,  first-class
postage  prepaid,  in  the  United  States  mail,  hand  delivery  or  facsimile
transmission,  in  each  case,  addressed,  (a)  in  the  case  of  a  Preferred
Securityholder,  to such Preferred  Securityholder as such Securityholder's name
and address may appear on the  Securities  Register;  and (b) in the case of the
Common Securityholder or the Depositor,  to INTRUST Financial  Corporation,  105
North Main Street, Box One, Wichita,  Kansas 67202,  Attention:  Chief Executive
Officer,   facsimile   no.:  (316)   383-1828.   Any  notice  to  the  Preferred
Securityholders  shall  also be given to such  owners as have,  within two years
preceding the giving of such notice,  filed their names and  addresses  with the
Property Trustee for that purpose. Such notice, demand or other communication to
or upon a  Securityholder  shall be deemed to have  been  sufficiently  given or
made, for all purposes, upon hand delivery, mailing or transmission.

         Any notice,  demand or other  communication  which by any  provision of
this Trust  Agreement  is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Administrative Trustees shall be given in
writing  addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to State Street Bank and Trust Company,
Two International  Place, 4th Floor,  Boston,  Massachusetts  02110,  Attention:
Corporate  Trust  Department;  (b) with  respect  to the  Delaware  Trustee,  to
Wilmington  Trust  Company,  Rodney  Square  North,  1100 North  Market  Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration;  and
(c) with respect to the  Administrative  Trustees,  to them at the address above
for notices to the  Depositor,  marked  "Attention:  Administrative  Trustees of
INTRUST  Capital  Trust,  c/o  Chief  Executive   Officer,   INTRUST   Financial
Corporation." Such notice, demand or other communication to or upon the Trust or
the Property  Trustee  shall be deemed to have been  sufficiently  given or made
only upon actual receipt of the writing by the Trust or the Property Trustee.

         Section 1009.  Agreement Not to Petition.  Each of the Trustees and the
Depositor agrees for the benefit of the Securityholders that, until at least one
year and 1 day after the Trust has been  terminated in  accordance  with Article
IX, they shall not file, or join in the filing of, a petition  against the Trust
under  any  bankruptcy,   insolvency,   reorganization   or  other  similar  law
(including,  without  limitation,  the United States Bankruptcy Code of 1978, as
amended) (collectively, "Bankruptcy Laws") or otherwise join in the commencement
of any proceeding  against the Trust under any Bankruptcy  Law. In the event the
Depositor  takes action in violation of this Section 1009, the Property  Trustee
agrees,  for the  benefit  of the  Securityholders,  that at the  expense of the
Depositor  (which  expense shall be paid prior to the filing),  it shall file an
answer with the  bankruptcy  court or otherwise  properly  contest the filing of
such petition by the  Depositor  against the Trust or the  commencement  of such
action and raise the  defense  that the  Depositor  has agreed in writing not to
take such action and should be stopped and precluded  therefrom.  The provisions
of this Section 1009 shall survive the termination of this Trust Agreement.

         Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act.

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

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

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

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

                  [remainder of page intentionally left blank]
<PAGE>


         Section 1011. Acceptance of Terms of the Trust Agreement, the Guarantee
and the  Indenture.  THE  RECEIPT  AND  ACCEPTANCE  OF A TRUST  SECURITY  OR ANY
INTEREST  THEREIN BY OR ON BEHALF OF A SECURITYHOLDER  OR ANY BENEFICIAL  OWNER,
WITHOUT ANY SIGNATURE OR FURTHER  MANIFESTATION OF ASSENT,  SHALL CONSTITUTE THE
UNCONDITIONAL   ACCEPTANCE  BY  THE  SECURITYHOLDER  AND  ALL  OTHERS  HAVING  A
BENEFICIAL  INTEREST IN SUCH TRUST  SECURITY OF ALL THE TERMS AND  PROVISIONS OF
THIS TRUST  AGREEMENT AND AGREEMENT TO THE  SUBORDINATION  PROVISIONS  AND OTHER
TERMS OF THE GUARANTEE AND THE INDENTURE,  AND SHALL CONSTITUTE THE AGREEMENT OF
THE TRUST, SUCH  SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF
THIS TRUST  AGREEMENT  SHALL BE BINDING,  OPERATIVE AND EFFECTIVE AS BETWEEN THE
TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.


                                   INTRUST FINANCIAL CORPORATION,
                                   as Depositor




                                   By: _________________________________________
                                            Name:  C. Q. Chandler
                                            Title:  Chairman of the Board and
                                                       Chief Executive Officer



                                   STATE STREET BANK AND TRUST COMPANY,
                                   as Property Trustee




                                   By: _________________________________________
                                            Name:
                                            Title:


<PAGE>

                                  WILMINGTON TRUST COMPANY,
                                   as Delaware Trustee




                                   By: _________________________________________
                                            Name:
                                            Title:






                                   C. Q. Chandler IV, as Administrative Trustee




                                   ____________________________________________
                                   Jay L. Smith, as Administrative Trustee




                                   ____________________________________________
                                   Brian E. Sullivan, as Administrative Trustee

<PAGE>


                                    EXHIBIT A



                              CERTIFICATE OF TRUST
                                       OF
                              INTRUST CAPITAL TRUST


         THIS CERTIFICATE OF TRUST OF INTRUST CAPITAL TRUST (the "Trust"), dated
as of November 19, 1997, is being duly  executed and filed by  WILMINGTON  TRUST
COMPANY,  a Delaware  banking  corporation,  C. Q. Chandler IV, Jay L. Smith and
Brian E.  Sullivan,  each an individual,  as trustees,  to form a business trust
under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

         1        NAME.  The name of the business trust formed hereby is INTRUST
                  Capital Trust.

         2.       DELAWARE TRUSTEE. The name and business address of the trustee
                  of the  Trust in the State of  Delaware  is  Wilmington  Trust
                  Company,  Rodney  Square  North,  1100  North  Market  Street,
                  Wilmington,  Delaware 19890-0001,  Attention:  Corporate Trust
                  Administration.

         3.       EFFECTIVE DATE.  This  Certificate of Trust shall be effective
                  on November 19, 1997.

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


                                           WILMINGTON TRUST COMPANY, as trustee


                                           By: _________________________________
                                           Name: _______________________________
                                           Title:_______________________________


                                           _____________________________________
                                           C. Q. Chandler IV, as Trustee


                                           _____________________________________
                                           Jay L. Smith, as Trustee


                                           _____________________________________
                                           Brian E. Sullivan, as Trustee
<PAGE>


                                    EXHIBIT B


                             [Intentionally Omitted]


<PAGE>


                                    EXHIBIT C

                      THIS CERTIFICATE IS NOT TRANSFERABLE

     CERTIFICATE NUMBER C-1                         NUMBER OF COMMON SECURITIES
                                                              71,135

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                              INTRUST CAPITAL TRUST

                                COMMON SECURITIES
                   LIQUIDATION AMOUNT $25 PER COMMON SECURITY

         INTRUST  CAPITAL  TRUST,  a statutory  business trust created under the
laws of the State of Delaware  (the  "Trust"),  hereby  certifies  that  INTRUST
FINANCIAL  CORPORATION  (the  "Holder") is the  registered  owner of seventy one
thousand  one  hundred  thirty  five  (71,135)  common  securities  of the Trust
representing  undivided  beneficial  interests  in the  assets  of the Trust and
designated  the 8.24%  Common  Securities  (liquidation  amount  $25 per  Common
Security) (the "Common Securities"). In accordance with Section 510 of the Trust
Agreement (as defined below), the Common Securities are not transferable and any
attempted transfer hereof shall be void. The designations,  rights,  privileges,
restrictions,  preferences,  and  other  terms  and  provisions  of  the  Common
Securities  are set forth in, and this  certificate  and the  Common  Securities
represented  hereby are issued and shall in all respects be subject to the terms
and provisions  of, the Amended and Restated Trust  Agreement of the Trust dated
as of January 21, 1998, as the same may be amended from time to time (the "Trust
Agreement"),  including the designation of the terms of the Common Securities as
set forth therein.  The Trust shall furnish a copy of the Trust Agreement to the
Holder without charge upon written  request to the Trust at its principal  place
of business or registered office.

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

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this 21st day of January 21, 1998.

                                      INTRUST CAPITAL TRUST


                                      By: ______________________________________
                                               Name:  Jay L. Smith
                                               Title:   Administrative Trustee
<PAGE>


                                    EXHIBIT D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
January 21, 1998,  between INTRUST FINANCIAL  CORPORATION,  a Kansas corporation
(the  "Company"),  and INTRUST  CAPITAL  TRUST,  a Delaware  business trust (the
"Trust").

                                    RECITALS

         WHEREAS,  the Trust intends to issue its common securities (the "Common
Securities")  to, and receive the Debentures  from, the Company and to issue and
sell up to 2,300,000 8.24% Cumulative Trust Preferred Securities (the "Preferred
Securities")  with such powers,  preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust  Agreement of the Trust dated
as of January 21, 1998, as the same may be amended from time to time (the "Trust
Agreement");

         WHEREAS, the Company shall directly or indirectly own all of the Common
Securities of the Trust and shall issue the Debentures;

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

                                    ARTICLE I

         Section 1.1. Guarantee by the Company.

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

         Section 1.2. Term of Agreement.

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

         Section 1.3. Waiver of Notice.

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

         Section 1.4. No Impairment.

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

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

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

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

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

         Section 1.5. Enforcement.

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

                                   ARTICLE II

         Section 2.1. Binding Effect.

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

         Section 2.2. Amendment.

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

         Section 2.3. Notices.

         Any notice,  request or other communication required or permitted to be
given  hereunder  shall be given in writing by delivering  the same by facsimile
transmission  (confirmed by mail),  telex,  or by registered or certified  mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of an answer back, if sent by telex):

         INTRUST Capital Trust c/o INTRUST Financial Corporation, 105 North Main
Street,  Box  One,  Wichita,   Kansas  67202.  Facsimile  No.:  (316)  383-1828.
Attention: Chief Executive Officer.

         INTRUST Financial Corporation, 105 North Main Street, Box One, Wichita,
Kansas 67202. Facsimile No.: (316) 383-1828. Attention: Chief Executive Officer.

         Section 2.4. Governing Law.

         This  Agreement  shall be governed by and construed and  interpreted in
accordance  with the laws of the State of Kansas  (without regard to conflict of
laws principles).



         [The remainder of this page has been left blank intentionally]


<PAGE>


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

                                      INTRUST FINANCIAL CORPORATION



                                      By:      ______________________________   
                                               Name:
                                               Title:


                                      INTRUST CAPITAL TRUST



                                      By:      ______________________________   
                                               Name:
                                               Title:   Administrative Trustee

<PAGE>



                                    EXHIBIT E


Certificate Number                              Number of Preferred Securities
         P-


                   Certificate Evidencing Preferred Securities

                                       of
                              INTRUST Capital Trust

                   8.24% Cumulative Trust Preferred Securities
                 (Liquidation Amount $25 per Preferred Security)

                                CUSIP NO. _______

         INTRUST  CAPITAL  TRUST,  a statutory  business trust created under the
laws  of  the  State  of  Delaware  (the   "Trust"),   hereby   certifies   that
______________  (the  "Holder")  is the  registered  owner  of  _____  preferred
securities (the  "Preferred  Securities")  of the Trust  representing  undivided
beneficial  interests  in the  assets  of the  Trust  and  designated  the 8.24%
Cumulative  Trust  Preferred  Securities  (Liquidation  Amount $25 per Preferred
Security). 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
504 of the Trust  Agreement  (as  defined  herein).  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 January 21, 1998, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of the Preferred
Securities as set forth  therein.  The Holder is entitled to the benefits of the
Preferred  Securities  Guarantee  Agreement  entered  into by INTRUST  Financial
Corporation,  a Kansas corporation,  and State Street Bank and Trust Company, as
guarantee trustee, dated as of January 21, 1998 (the "Guarantee"), to the extent
provided therein.  The Trust shall furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written  request to the Trust at its
principal place of business or registered office.

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

         Unless the Certificate of Authentication  has been manually executed by
the Authentication Agent, this Certificate is not valid or effective.

<PAGE>

         IN WITNESS  WHEREOF,  one of the  Administrative  Trustees of the Trust
have executed this certificate as of the date hereof.

                                 INTRUST CAPITAL TRUST



                                 By:      ______________________________________
                                          ______________________________________
                                          Administrative Trustee

                                 By:      ______________________________________
                                          ______________________________________
                                          Administrative Trustee

                                 By:      ______________________________________
                                          ______________________________________
                                          Administrative Trustee





                      FORM OF CERTIFICATE OF AUTHENTICATION

                          CERTIFICATE OF AUTHENTICATION

         This is one of the 8.24% Cumulative Trust Preferred Securities referred
to in the within-mentioned Amended and Restated Trust Agreement.

Dated:

STATE STREET BANK & TRUST COMPANY,
as Authenticating Agent and Registrar



By:      ------------------------------              
         Authorized Signatory
<PAGE>

                        [FORM ON REVERSE OF CERTIFICATE]

         The  Trust  will  furnish  without  charge to any  registered  owner of
Preferred  Securities  who so requests,  a copy of the Trust  Agreement  and the
Guarantee.  Any such  request  should be in  writing  and  addressed  to INTRUST
Capital Trust, c/o INTRUST  Financial  Corporation,  105 North Main Street,  Box
One,  Wichita,  Kansas  67202  or to the  Registrar  named  on the  face of this
Certificate.

         The following  abbreviations,  when used in the inscription on the face
of this certificate, shall be construed as though they
were written out in full according to applicable laws or regulations:

  TEN COM  - as tenants in common              UNIF GIFT MIN ACT-...Custodian...
                                                              (Cust)     (Minor)
  TEN ENT  -  as tenants by the entireties                   under Uniform Gifts
                                                             to Minors
                                                             Act................
                                                                   (State)
  JT TEN     as joint tenants with right of    UNIF TRF MIN ACT -......Custodian
             survivorship and not as tenants                 (until age)........
             in common                                       ......under Uniform
                                                             (Minor)
                                                             Transfers to Minors
                                                             Act................
                                                                    (State)
  TOD      - transfer on death direction in
             event owner's death, to person
             named on face and subject to TOD
             rules referenced

   Additional abbreviations may also be used though not in the above list.

   FOR VALUE RECEIVED, ___________________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
                                                   

                                                   

                                                                               
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
                                                                                
                                                                                
       Preferred Securities represented by the within Certificate, and do hereby
irrevocably constitute and appoint
                             `                                          Attorney
to transfer the said Preferred Securities on the books of the within named Trust
 with full power of substitution in the premises.

Dated,                                               

                                                                               
                   NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                           WITH THE NAME AS WRITTEN UPON THE FACE OF THE
                           CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERNATION
                           OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:

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