<PAGE>   1
                                                                     EXHIBIT 4.3

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                            FRANKLIN CAPITAL TRUST I

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      AMONG

                  FRANKLIN FINANCIAL CORPORATION, AS DEPOSITOR,

                       SUNTRUST BANK, AS PROPERTY TRUSTEE,

                 WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                        DATED AS OF _______________, 2000

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<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page No.

<S>                                                                                                           <C>
RECITALS

ARTICLE I
         DEFINED TERMS
                  Section 1.1 Definitions........................................................................1

ARTICLE II
         CONTINUATION OF THE TRUST
                  Section 2.1 Name..............................................................................11
                  Section 2.2 Office of the Delaware Trustee, Principal Place of Business.......................11
                  Section 2.3 Initial Contribution of Trust Property; Organizational Expenses...................11
                  Section 2.4 Issuance of the Preferred Securities..............................................11
                  Section 2.5 Issuance of the Common Securities; Subscription and Purchase
                       of Debentures............................................................................11
                  Section 2.6 Declaration of Trust..............................................................12
                  Section 2.7 Authorization to Enter into Certain Transactions..................................12
                  Section 2.8 Assets of Trust...................................................................15
                  Section 2.9 Title to Trust Property...........................................................15

ARTICLE III
         PAYMENT ACCOUNT
                  Section 3.1 Payment Account...................................................................16

ARTICLE IV
         DISTRIBUTIONS; REDEMPTION
                  Section 4.1 Distributions.....................................................................16
                  Section 4.2 Redemption........................................................................17
                  Section 4.3 Subordination of Common Securities................................................18
                  Section 4.4 Payment Procedures................................................................19
                  Section 4.5 Tax Returns and Reports...........................................................19
                  Section 4.6 Payment of Taxes, Duties, Etc. of the Trust.......................................19
                  Section 4.7 Payments under Indenture..........................................................19

ARTICLE V
         TRUST SECURITIES CERTIFICATES
                  Section 5.1 Initial Ownership.................................................................20
                  Section 5.2 The Trust Securities Certificates.................................................20
                  Section 5.3 Execution and Delivery of Trust Securities Certificates...........................20
                  Section 5.4 Global Preferred Security.........................................................20
                  Section 5.5 Registration of Transfer and Exchange Generally; Certain Transfers and
                       Exchanges; Preferred Securities Certificates.............................................22
                  Section 5.6 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates................23
                  Section 5.7 Persons Deemed Holders............................................................23
                  Section 5.8 Access to List of Holders' Names and Addresses....................................23
</TABLE>


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<PAGE>   3

<TABLE>
<S>                                                                                                             <C>
                  Section 5.9 Maintenance of Office or Agency...................................................23
                  Section 5.10 Appointment of Paying Agent......................................................24
                  Section 5.11 Ownership of Common Securities by Depositor......................................24
                  Section 5.12 Notices to Clearing Agency.......................................................24
                  Section 5.13 Rights of Holders................................................................24

ARTICLE VI
         ACTS OF HOLDERS; MEETINGS; VOTING
                  Section 6.1 Limitations on Voting Rights......................................................25
                  Section 6.2 Notice of Meetings................................................................26
                  Section 6.3 Meetings of Preferred Securities Holders..........................................26
                  Section 6.4 Voting Rights.....................................................................26
                  Section 6.5 Proxies, Etc......................................................................26
                  Section 6.6 Holder Action by Written Consent..................................................27
                  Section 6.7 Record Date for Voting and Other Purposes.........................................27
                  Section 6.8 Acts of Holders...................................................................27
                  Section 6.9 Inspection of Records.............................................................28

ARTICLE VII
         REPRESENTATIONS AND WARRANTIES
                  Section 7.1 Representations and Warranties of the Bank and the Property Trustee...............28
                  Section 7.2 Representations and Warranties of the Delaware Bank and the Delaware
                       Trustee..................................................................................29
                  Section 7.3 Representations and Warranties of Depositor.......................................30

ARTICLE VIII
         TRUSTEES
                  Section 8.1 Certain Duties and Responsibilities...............................................30
                  Section 8.2 Certain Notices...................................................................31
                  Section 8.3 Certain Rights of Property Trustee................................................32
                  Section 8.4 Not Responsible for Recitals or Issuance of Securities............................33
                  Section 8.5 May Hold Securities...............................................................33
                  Section 8.6 Compensation; Indemnity; Fees.....................................................33
                  Section 8.7 Corporate Property Trustee Required; Eligibility of Trustees......................34
                  Section 8.8 Conflicting Interests.............................................................34
                  Section 8.9 Co-trustees and Separate Trustee..................................................35
                  Section 8.10 Resignation and Removal; Appointment of Successor................................36
                  Section 8.11 Acceptance of Appointment by Successor...........................................37
                  Section 8.12 Merger, Conversion, Consolidation or Succession to Business......................38
                  Section 8.13 Preferential Collection of Claims Against Depositor or Trust.....................38
                  Section 8.14 Reports by Property Trustee......................................................38
                  Section 8.15 Reports to the Property Trustee..................................................38
                  Section 8.16 Evidence of Compliance with Conditions Precedent.................................38
                  Section 8.17 Number of Trustees...............................................................39
                  Section 8.18 Delegation of Power..............................................................39
                  Section 8.19 Voting...........................................................................39
</TABLE>


                                       ii
<PAGE>   4

<TABLE>
<S>                                                                                                             <C>
ARTICLE IX
         TERMINATION, LIQUIDATION AND MERGER
                  Section 9.1 Termination upon Expiration Date..................................................39
                  Section 9.2 Early Termination.................................................................39
                  Section 9.3 Termination.......................................................................40
                  Section 9.4 Liquidation.......................................................................40
                  Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of the Trust...............41

ARTICLE X
         MISCELLANEOUS PROVISIONS
                  Section 10.1 Limitation of Rights of Holders..................................................42
                  Section 10.2 Amendment........................................................................42
                  Section 10.3 Separability.....................................................................43
                  Section 10.4 Governing Law....................................................................43
                  Section 10.5 Payments Due on Non-business Day.................................................43
                  Section 10.6 Successors.......................................................................43
                  Section 10.7 Headings.........................................................................43
                  Section 10.8 Reports, Notices and Demands.....................................................44
                  Section 10.9 Agreement Not to Petition........................................................44
                  Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act..........................44
                  Section 10.11 Acceptance of Terms of Trust Agreement, Guarantee and Indenture.................45
</TABLE>


                                       iii
<PAGE>   5

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
             Section of
    Trust Indenture Act of 1939,                                                            Section of
             as amended                                                                   Trust Agreement

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    <S>                                                                                   <C>

           310(a)(1)............................................................................8.7
           310(a)(2)............................................................................8.7
           310(a)(3)............................................................................8.7
           310(a)(4)............................................................................2.7(a)(ii)
           310(b)...............................................................................8.8
           311(a)...............................................................................8.13
           311(b)...............................................................................8.13
           312(a)...............................................................................5.8
           312(b)...............................................................................5.8
           312(c)...............................................................................5.8
           313(a)...............................................................................8.14(a)
           313(a)(4)............................................................................8.14(b)
           313(b)...............................................................................8.14(b)
           313(c)..............................................................................10.8
           313(d)...............................................................................8.14(c)
           314(a)...............................................................................8.15
           314(b)..........................................................................Not Applicable
           314(c)...............................................................................8.16
           314(c)(2)............................................................................8.16
           314(c)(3).......................................................................Not Applicable
           314(d)..........................................................................Not Applicable
           314(e)...............................................................................1.1, 8.16
           315(a)...............................................................................8.1(a), 8.3(a)
           315(b)...............................................................................8.2, 10.8
           315(c)...............................................................................8.1(a)
           315(d)...............................................................................8.1, 8.3
           316(a)(2).......................................................................Not Applicable
           316(b)..........................................................................Not Applicable
           316(c)...............................................................................6.7
           317(a)(1).......................................................................Not Applicable
           317(a)(2).......................................................................Not Applicable
           317(b)...............................................................................5.10
           318(a)..............................................................................10.10
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</TABLE>

NOTE:    This Cross-Reference Table does not constitute part of this Agreement
         and shall not affect the interpretation of any of its terms or
         provisions.


                                       iv
<PAGE>   6

                      AMENDED AND RESTATED TRUST AGREEMENT

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of ________________,
2000, among (i) Franklin Financial Corporation, a Tennessee corporation and a
bank holding company registered under the Bank Holding Company Act of 1956, as
amended (including any successors or assigns, the "Depositor"), (ii) SunTrust
Bank, a banking corporation duly organized and existing under the laws of the
State of Georgia, as property trustee (the "Property Trustee" and, in its
separate corporate capacity and not in its capacity as Property Trustee, the
"Bank"), (iii) Wilmington Trust Company, a 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"), (iv) Richard E. Herrington,
an individual, and Lisa L. Musgrove, an individual, each of whose address is c/o
Company (each an "Administrative Trustee" and collectively the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the "Trustees"), and (v) the several
Holders (as hereinafter defined).

                                    RECITALS

         WHEREAS, the Depositor, the Delaware Trustee, and the Administrative
Trustees have heretofore duly declared and established a business trust pursuant
to the Delaware Business Trust Act by the entering into a certain Trust
Agreement, dated as of June 2, 2000 (the "Original Trust Agreement"), and by the
execution and filing by the Administrative Trustees and the Delaware Trustee
with the Secretary of State of the State of Delaware of the Certificate of
Trust, filed on June 2, 2000 (the "Certificate of Trust"), a copy of which is
attached hereto as Exhibit A; and

         WHEREAS, the Depositor, the Delaware 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 by the Trust to the Depositor, (b) the
issuance and sale of the Preferred Securities by the Trust pursuant to the
Selling Agency Agreement, (c) the acquisition by the Trust from the Depositor of
all the right, title and interest in the Debentures, and (d) the addition of the
Property Trustee as a party to the Original Trust Agreement.

         NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Holders (as defined herein), hereby
agrees as follows:

                                    ARTICLE I
                                  DEFINED TERMS

         Section 1.1 Definitions. For all purposes of this Trust Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

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

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


<PAGE>   7

         (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.

         "3-month LIBOR" means, with respect to a Distribution Period relating
to a Distribution Date, the London interbank offered rate for three-month,
Eurodollar deposits determined in the following order of priority:

                  (i)      The rate (expressed as a percentage per annum) for
                           Eurodollar deposits having a three-month maturity
                           that appears on Telerate Page 3750 as of 11:00 a.m.
                           (London time) on the particular Determination Date
                           ("Telerate Page 3750" means the display designated as
                           "Page 3750" on the Dow Jones Telerate Service (or
                           such other page as may replace Page 3750 on that
                           service or such other service or services as may be
                           nominated by the British Bankers' Association as the
                           information vendor for the page displaying London
                           interbank offered rates for U.S. dollars deposits));

                  (ii)     If such rate does not appear on Telerate Page 3750 as
                           of 11:00 a.m. (London time) on the Determination
                           Date, 3-month LIBOR will be the arithmetic mean of
                           the rates (expressed as percentages per annum) for
                           Eurodollar deposits having a three-month maturity
                           that appear on Reuters Monitor Money Rates Page LIBO
                           ("Reuters Page LIBO") as of 11:00 a.m. (London time)
                           on the particular Determination Date;

                  (iii)    If such rate does not appear on Reuters Page LIBO as
                           of 11:00 a.m. (London time) on the related
                           Determination Date, the Debenture Trustee will
                           request the principal London offices of four leading
                           banks in the London interbank market to provide such
                           banks' offered quotations (expressed as percentages
                           per annum) to prime banks in the London interbank
                           market for Eurodollar deposits having a three-month
                           maturity as of 11:00 a.m. (London time) on such
                           Determination Date. If at least two quotations are
                           provided, 3-month LIBOR will be the arithmetic mean
                           of such quotations;

                  (iv)     If fewer than two such quotations are provided as
                           requested in clause (iii) above, the Debenture
                           Trustee will request four major New York City banks
                           to provide such banks' offered quotations (expressed
                           as percentages per annum) to leading European banks
                           for loans in Eurodollars as of 11:00 a.m. (London
                           time) on such Determination Date. If at least two
                           such quotations are provided, 3-month LIBOR will be
                           the arithmetic mean of such quotations; and

                  (v)      If fewer than two such quotations are provided as
                           requested in clause (iv) above, 3-month LIBOR will
                           be a 3-month LIBOR determined with respect to the
                           Distribution Period immediately preceding such
                           current Distribution Period.

         If the rate for Eurodollar deposits having a three-month maturity that
         initially appears on Telerate Page 3750 or Reuters Page LIBO, as the
         case may be, as of 11:00 a.m. (London time) on the related
         Determination Date is superseded on the Telerate Page 3750 or Reuters
         Page LIBO, as the case may be, by a corrected rate before 12:00 noon
         (London time) on such Determination Date, then the


                                       2
<PAGE>   8

         corrected rate as so substituted on the applicable page will be the
         applicable 3-month LIBOR for such Determination Date.

         "Act" has the meaning specified in Section 6.8.

         "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 Interest" has the meaning specified in Section 2.5 of the
Indenture.

         "Administrative Trustee" means each of Richard E. Herrington and Lisa
L. Musgrove individually in his or her capacity as Administrative Trustee of the
Trust formed and continued hereunder and not in his individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor Administrative 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 the 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.

         "Applicable Bank Regulatory Authorities" means the Board of Governors
of the Federal Reserve System or other regulatory authority then having
regulatory authority over the Company.

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

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

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

         (a)      the commencement of an involuntary case under the United
States Bankruptcy Code of 1978, as amended, in respect of such Person, or the
filing of a petition commencing a proceeding under any other similar applicable
federal or state law against such Person, which shall continue undismissed for a
period of 90 days or entry of an order for relief in such case or proceeding; 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 a voluntary case under the
United States Bankruptcy Code of 1978, as amended, or the consent by such Person
to the entry of an order for relief against it under an involuntary case under
the United Bankruptcy Code of 1978, as amended, or the filing by such Person of
a


                                       3
<PAGE>   9

petition seeking liquidation or reorganization under any similar applicable
federal or state law, or the consent by such Person to the appointment on the
ground of insolvency or bankruptcy of a receiver or custodian or liquidator or
trustee or assignee of such Person or of its property, or if such Person shall
make a general assignment for the benefit of creditors.

         "Bankruptcy Laws" has the meaning specified in Section 10.9.

         "Board of Directors" means the board of directors of the Depositor or
the Executive Committee of the board of directors of the Depositor (or any other
committee of the board of directors of the Depositor performing similar
functions) or, for purposes of this Trust Agreement a committee designated by
the board of directors of the Depositor (or any such committee), comprised of
two or more members of the board of directors of the Depositor or officers of
the Depositor, or both.

         "Board Resolution" means a copy of a resolution certified by the
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 a day other than a Saturday or Sunday, a day on
which banking institutions in Nashville, Tennessee are authorized or required by
law, executive order or regulation to remain closed, or a day on which the
Property Trustee's Corporate Trust Office or the Corporate Trust Office of the
Debenture Trustee is closed for business.

         "Capital Event" means the receipt by the Trust of an Opinion of Counsel
experienced in such matters (which may be counsel to the Company) that the
Company cannot, or within 90 days after the date of the Opinion of such Counsel,
will not be permitted by the Applicable Regulatory Authorities, due to (i) an
amendment to or change in any law, regulation, policy or guideline or
interpretation, or (ii) application of law or regulation, policy, guideline, or
interpretation, or (iii) any administrative interpretation or judicial decision
interpreting or applying such law, regulation, policy, guideline or
interpretation, to account for the Preferred Securities as Tier 1 capital under
the capital guidelines or policies of the Applicable Bank Regulatory
Authorities.

         "Certificate Depositary Agreement" means the agreement among the Trust,
the Depositor and the Depository Trust Company ("DTC"), as the initial Clearing
Agency, dated as of the Closing Date, as the same may be amended and
supplemented from time to time.

         "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.

         "Change in 1940 Act Law" shall have the meaning set forth in the
definition of "Investment Company Event."

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

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


                                       4
<PAGE>   10

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

         "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute, in each case as amended from time to time.

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

         "Common Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $1,000.00 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

         "Company" means Franklin Financial Corporation.

         "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 424 Church Street, 6th Floor,
Nashville, Tennessee 37219.

         "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 Tax Event" means a "Tax Event" as specified in Section 1.1
of the Indenture.

         "Debenture Trustee" means SunTrust Bank, a banking corporation
organized under the laws of the State of Georgia and any successor thereto, as
trustee under the Indenture.

         "Debentures" means the $______________, aggregate principal amount of
the Depositor's Floating Rate Subordinated Debentures due ______________, 2030,
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 Delaware Trustee appointed as herein provided.


                                       5
<PAGE>   11

         "Depositary" means the Depository Trust Company or any successor
thereto.

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

         "Determination Date" means the date that is two London Banking Days
(i.e., a day in which dealings in deposits in U.S. dollars are transacted in the
London interbank market) preceding the particular Distribution Period for which
a Distribution Rate is being determined.

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

         "Distribution Period", means the period which begins on a Distribution
Date and continues until the day immediately preceding the next Distribution
Date.

         "Distribution Rate" means a variable rate per annum, reset quarterly,
equal to ____ basis points over 3-month LIBOR, determined as of the
Determination Date.

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

         "DTC" means the Depository Trust Company.

         "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 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 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 C, as amended from time to time.


                                       6
<PAGE>   12

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

         "Extended Interest Payment Period" has the meaning specified in Section
4.1 of the Indenture.

         "Global Preferred Securities Certificate" means a Preferred Securities
Certificate evidencing ownership of Global Preferred Securities.

         "Global Preferred Security" means a Preferred Security, the ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 5.4.

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

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

         "Indenture" means the Indenture, dated as of ___________, 2000, between
the Depositor and the Debenture Trustee, as trustee, as amended or supplemented
from time to time.

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

         "Investment Company Event" means the receipt by the Trust of an Opinion
of Counsel, experienced in such matters, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), the Trust is or
shall be considered an "investment company" that is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of original issuance of the Preferred Securities under this
Trust Agreement.

         "Legal Action" has the meaning set forth in Section 2.7(a)(i)(I) of
this Trust Agreement.

         "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 dissolution or liquidation of
the Trust, Debentures having a principal amount equal to the Liquidation Amount
of the Trust Securities of the Holder to whom such Debentures are distributed.
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 Debentures.

         "Liquidation Amount" means the stated amount of $1,000.00 per Trust
Security.


                                       7
<PAGE>   13

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

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

         "Officers' Certificate" means a certificate signed by the President or
a Vice President and by the Treasurer or the Controller or the Secretary, of the
Depositor, and delivered to the appropriate Trustee. One of the officers signing
an Officers' Certificate given pursuant to Section 8.16 shall be the principal
executive, financial or accounting officer of the Depositor. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement shall include:

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

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

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

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

         "Opinion of Counsel" means 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.

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

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

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

         (c)      Preferred Securities which have been paid or in exchange for
or in lieu of which other Preferred Securities have been executed and delivered
pursuant to Sections 5.4 and 5.5; 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, 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 Preferred Securities
that such Trustee knows to be so owned shall be so disregarded; and (ii)


                                       8
<PAGE>   14

the foregoing shall not apply at any time when all of the outstanding Preferred
Securities are owned by the Depositor, one or more of the Trustees and/or any
such Affiliate. Preferred Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Administrative Trustees the pledgee's right so to the
Depositor or any Affiliate of the Depositor.

         "Owner" means each Person who is the beneficial owner of Global
Preferred Securities as reflected in the records of the Clearing Agency or, if a
Clearing Agency Participant is not the Owner, then as reflected in the records
of a Person maintaining an account with such Clearing Agency, directly or
indirectly, in accordance with the rules of such Clearing Agency.

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.10 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 Holders in which all amounts paid in respect
of the Debentures shall be held and from which the Property Trustee shall make
payments to the Holders in accordance with Sections 4.1 and 4.2.

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

         "Placement Agent" has the meaning specified in the Selling Agency
Agreement.

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

         "Preferred Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $1,000.00 and having the
rights provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

         "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, allocated on a pro rata basis (based on
Liquidation Amounts) among the Trust Securities.

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

         "Responsible Officer" when used with respect to the Property Trustee
means the Chairman of the Board of Directors, the President, any Vice President,
the Secretary, the Treasurer, any trust officer, any


                                       9
<PAGE>   15

corporate trust officer or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the Persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.5.

         "Selling Agency Agreement" means the Selling Agency Agreement, dated as
of _____________, 2000, among the Trust, the Depositor and the Placement Agent
named therein.

         "Tax Event" means the receipt by the Trust of an Opinion of Counsel,
rendered by a law firm experienced in such matters (which may be counsel to the
Company), to the effect that, as a result of any amendment to or change
(including any announced prospective amendment or change) in any law,
regulation, policy, guideline or interpretation or application of any law,
regulation, policy, guideline or interpretation of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any administrative pronouncement or interpretation or judicial decision
interpreting or applying such law, regulation, policy, guideline or
interpretation, which amendment or change is effective or which pronouncement or
interpretation or decision is announced on or after the date of issuance of the
Preferred Securities under the Trust Agreement, there is more than an
insubstantial risk that (i) the Trust is, or shall be within 90 days after the
date of such Opinion of Counsel, subject to United States federal income tax
with respect to income received or accrued on the Debentures; (ii) interest
payable by the Company on the Debentures is not, or within 90 days after the
date of such Opinion of Counsel, shall not be, deductible by the Company, in
whole or in part, for United States federal income tax purposes; or (iii) the
Trust is, or shall be within 90 days after the date of such Opinion of Counsel,
subject to more than a de minimis amount of other taxes, duties, assessments or
other governmental charges. The Trust or the Company shall request and receive
an Opinion of Counsel with regard to such matters within a reasonable period of
time after the Trust or the Company shall have become aware of the possible
occurrence of any of the events described in clauses (i) through (iii) above.

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

         "Trust Agreement" means this 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 , if any, under the Guarantee; (c) any cash on deposit in, or
owing to, the Payment Account; and (d) all proceeds and rights in


                                       10
<PAGE>   16

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

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

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

                                   ARTICLE II
                            CONTINUATION OF THE TRUST

         Section 2.1 Name. The Trust continued hereby shall be known as Franklin
Capital Trust I, 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 2.2 Office of the Delaware Trustee, Principal Place of
Business. The address of the Delaware Trustee in the State of Delaware is 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 Holders
and the Depositor. The principal executive office of the Trust is c/o Franklin
Financial Corporation, 230 Public Square, Franklin, Tennessee 37064.

         Section 2.3 Initial Contribution of Trust Property; Organizational
Expenses. The Trustees acknowledge receipt in trust from the Depositor of the
sum of $100.00, which constitutes the initial Trust Property. The Depositor
shall pay organizational expenses of the Trust as they arise or shall, upon
request of any Trustee, promptly reimburse such Trustee for any such expenses
paid by such Trustee. The Depositor shall make no claim upon the Trust Property
for the payment of such expenses.

         Section 2.4 Issuance of the Preferred Securities. Prior to or
contemporaneously with the execution and delivery of this Trust Agreement, the
Depositor and an Administrative Trustee, on behalf of the Trust, shall have
executed and delivered the Selling Agency Agreement, and on the Closing Date, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.2 and deliver in accordance with the Selling Agency Agreement, the
Preferred Securities in registered global form (the "Global Preferred
Securities") in an aggregate amount of _________________ Preferred Securities
having an aggregate Liquidation Amount of $____ million against receipt of the
aggregate purchase price of such Preferred Securities of____________, which
amount such Administrative Trustee shall promptly deliver to the Property
Trustee.

         Section 2.5 Issuance of the Common Securities; Subscription and
Purchase of Debentures. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.3 and deliver to the Depositor, Common
Securities Certificates, registered in the name of the Depositor, in an
aggregate amount of Common Securities having an aggregate Liquidation Amount of
$__________ against payment by the Depositor of


                                       11
<PAGE>   17

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 $______________ 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 $________________.

         Section 2.6 Declaration of Trust. The exclusive purposes and functions
of the Trust are (a) to issue and sell Trust Securities and use the proceeds
from such sale to acquire the Debentures; and (b) to engage in those activities
necessary, advisable 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
Holders. 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 2.7 Authorization to Enter into Certain Transactions. (a) The
Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Trust Agreement. Subject to the limitations set forth in paragraph (b) of
this Section 2.7 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 in compliance with the
                                             Selling Agency Agreement;

                                    (B)      to cause the Trust to enter into,
                                             and to execute, deliver and perform
                                             on behalf of the Trust, the Expense
                                             Agreement, the Certificate
                                             Depositary 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, 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)      the application for a taxpayer
                                             identification number for the
                                             Trust;

                                    (E)      the preparation of a registration
                                             statement and a prospectus in
                                             relation to the Preferred
                                             Securities, including any
                                             amendments thereto and the taking
                                             of any action necessary or
                                             desirable to sell the Preferred
                                             Securities in a


                                       12
<PAGE>   18

                                             transaction or series of
                                             transactions subject to the
                                             registration requirements of the
                                             Securities Act;

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

                                    (G)      the appointment of an
                                             authenticating agent and Securities
                                             Registrar in accordance with this
                                             Trust Agreement;

                                    (H)      to acquire as trust assets
                                             Debentures with the proceeds of the
                                             sale of the Trust Securities;

                                    (I)      to bring or defend, pay, collect,
                                             compromise, arbitrate, resort to
                                             legal action or otherwise adjust
                                             claims or demands of or against the
                                             Trust ("Legal Action") unless the
                                             Property Trustee has the exclusive
                                             power to bring such Legal Action;

                                    (J)      to cause the Trust to comply with
                                             its obligations under the Trust
                                             Indenture Act;

                                    (K)      to employ or otherwise engage
                                             employees and agents (who may be
                                             officers with titles) and managers,
                                             contractors, advisors and
                                             consultants and pay reasonable
                                             compensation for their services;

                                    (L)      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;

                                    (M)      to take all action that may be
                                             required to be taken by the
                                             Administrative Trustees hereunder
                                             or 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

                                    (N)      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 Holders (without
                                             consideration of the effect of any
                                             such action on any particular
                                             Holder).

                           (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:


                                       13
<PAGE>   19

                                    (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 Holders 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)      engaging in such ministerial
                                             activities as shall be necessary or
                                             appropriate to effect promptly the
                                             redemption of the Trust Securities
                                             to the extent the Debentures are
                                             redeemed or mature;

                                    (G)      taking all actions and performing
                                             such duties as may be specifically
                                             required of the Property Trustee
                                             pursuant to this Trust Agreement;

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

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

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

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

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

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

         (b)      So long as this Trust Agreement remains in effect, the Trust
(or the Trustees acting on behalf of the Trust) shall not undertake any
business, activities or transactions 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-


                                       14
<PAGE>   20

off or otherwise dispose of any of the Trust Property or interests therein,
including to Holders, 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 Holders in their capacity as Holders.

         (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, the Guarantee 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 negotiation of the terms of, and the execution
                  and delivery of, the Selling Agency Agreement providing for
                  the sale of the Preferred Securities; and

                         (iv) 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 10.2, the
Depositor and the Administrative Trustees are authorized to take any action, not
inconsistent with applicable law, the Certificate of Trust or this Trust
Agreement, that each of the Depositor and the Administrative Trustees determines
in their discretion to be necessary or desirable for such purposes.

         Section 2.8 Assets of Trust. The assets of the Trust shall consist of
the Trust Property.

         Section 2.9 Title to Trust Property. Legal title to all Trust Property
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Trust and the Holders in accordance with this Trust Agreement.


                                       15
<PAGE>   21

                                   ARTICLE III
                                 PAYMENT ACCOUNT

         Section 3.1 Payment Account. (a) On or prior to the Closing Date, the
Property Trustee shall establish the Payment Account. The Property Trustee and
any agent of the Property Trustee, including any Paying Agent, 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 Holders
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 4.1 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 ___________, 2000, and, except during any Extended Interest Payment Period
with respect to the Debentures, shall be payable quarterly in arrears on the
15th day of January, April, July, and October of each year, commencing on
October 15, 2000. 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), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the next preceding day which is a Business Day, in each case
with the same force and effect as if made on such date (each date on which
distributions are payable in accordance with this Section 4.1(a), a
"Distribution Date").

         (b)      The Trust Securities represent undivided beneficial interests
in the Trust Property, and, as a practical matter, the Distributions on the
Trust Securities shall be payable at a rate equal to the Distribution Rate. The
Property Trustee will, on each Determination Date, calculate the amount of
Distribution payable for the following Distribution Period. Such Distribution
amount will be calculated by applying the Distribution Rate to the Liquidation
Amount of each Trust Security outstanding at the beginning of the Distribution
Period; multiplying each such amount by the actual number of days in the
Distribution Period; and dividing by 360. 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 Extended Interest Payment Period with respect to the
Debentures, Distributions on the Preferred Securities shall be deferred for a
period equal to the Extended Interest Payment 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 in the Payment Account for the payment of such
Distributions.


                                       16
<PAGE>   22

         (d)      Distributions on the Trust Securities with respect to a
Distribution Date shall be payable 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 1st day of the month in which the Distribution is payable.

         Section 4.2 Redemption. (a) On each Debenture Redemption Date and on
the stated 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, or if the Redemption Price
                  cannot be calculated prior to the time the notice is required
                  to be sent, the estimate of the Redemption Price provided
                  pursuant to the Indenture together with a statement that it is
                  an estimate and that the actual Redemption Price will be
                  calculated on the third Business Day prior to the Redemption
                  Date (and if an estimate is provided, a further notice shall
                  be sent of the actual Redemption Price on the date, or as soon
                  as practicable thereafter, that notice of such actual
                  Redemption Price is received pursuant to the Indenture;

                        (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;

                          (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; and

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

         (c)      The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of Debentures. Redemptions of the Trust Securities shall be made and
the Redemption Price shall be payable on each Redemption Date only to the extent
that the Trust has 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 Preferred Securities, then, by 12:00 noon, Nashville, Tennessee
time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee,
subject to Section 4.2(c), shall deposit with the Paying Agent funds made
available to the Property Trustee for such purpose in an amount sufficient to
pay the applicable Redemption Price and shall give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the record


                                       17
<PAGE>   23

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 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 Holders holding
Trust Securities so called for redemption shall cease, except the right of such
Holders to receive the Redemption Price and any Distribution payable on or prior
to the Redemption Date, but without interest, and such 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), except
that, if such Business Day falls in the next calendar year, such payment shall
be made on the immediately preceding Business Day, in each case, with the same
force and effect as if made on such date. In the event that payment of the
Redemption Price in respect of any Trust Securities 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 4.3(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Property Trustee from the outstanding Preferred Securities not previously called
for redemption, by such method (including, without limitation, by lot) as the
Property Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to $________ or an integral multiple
of $___________ in excess thereof) of the Liquidation Amount of Preferred
Securities of a denomination larger than $10,000. 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 Preferred Securities shall relate, in
the case of any Preferred Securities redeemed or to be redeemed only in part, to
the portion of the Liquidation Amount of Preferred Securities which has been or
is to be redeemed.

         Section 4.3 Subordination of Common Securities. (a) Payment of
Distributions (including Additional Amounts, if applicable) on, and the
Redemption Price of, the Trust Securities, as applicable, shall be made, subject
to Section 4.2(f), pro rata among the Common Securities and the Preferred
Securities based on the Liquidation Amount of the Trust Securities; provided,
however, that if on any Distribution Date or Redemption Date any 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 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


                                       18
<PAGE>   24

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, 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 record holder of 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 record holders of the Preferred Securities and not the record
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 4.4 Payment Procedures. Payments of Distributions (including
Additional Amounts, if applicable) in respect of the Preferred Securities shall
be made by check mailed to the address of the Person entitled thereto as such
address shall appear on the Securities Register. 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 Holder.

         Section 4.5 Tax Returns and Reports. The Administrative Trustees shall
prepare (or cause to be prepared), at the Depositor's expense, and file all
United States federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared and
filed) the appropriate Internal Revenue Service Form required to be filed in
respect of the Trust in each taxable year of the Trust; and (b) prepare and
furnish (or cause to be prepared and furnished) to each Holder the appropriate
Internal Revenue Service form required to be furnished to such Holder 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 Holders under the Trust
Securities.

         Section 4.6 Payment of Taxes, Duties, Etc. of the Trust. Upon receipt
under the Debentures of Additional Interest (as defined in Section 1.1 of the
Indenture), the Property Trustee, at the direction of an Administrative Trustee
or the Depositor, shall promptly pay from amounts received as Additional
Interest any taxes, duties or governmental charges of whatsoever nature (other
than withholding taxes) imposed on the Trust by the United States or any other
taxing authority.

         Section 4.7 Payments under Indenture. Any amount payable hereunder to a
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 5.13(c) hereof.


                                       19
<PAGE>   25

                                    ARTICLE V
                          TRUST SECURITIES CERTIFICATES

         Section 5.1 Initial Ownership. Upon the creation of the Trust and the
contribution by the Depositor pursuant to Section 2.3 and until the issuance of
the Trust Securities, and at any time during which no Trust Securities are
outstanding, the Depositor shall be the sole beneficial owner of the Trust.

         Section 5.2 The Trust Securities Certificates. (a) The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee except as provided in Section
5.3. Trust Securities Certificates bearing the 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 Holder, and shall be entitled to the
rights and subject to the obligations of a Holder hereunder, upon due
registration of such Trust Securities Certificates in such transferee's name
pursuant to Section 5.5.

         (b)      Upon their original issuance, Preferred Securities
Certificates shall be issued in the form of one or more fully registered Global
Preferred Securities Certificates which will be deposited with or on behalf of
the Depositary and registered in the name of the Depositary's nominee. Unless
and until it is exchangeable in whole or in part for the Preferred Securities in
definitive form, a global security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by the Depositary or any such
nominee to a successor of such Depositary or a nominee of such successor.

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

         Section 5.3 Execution and Delivery of Trust Securities Certificates. On
the Closing Date, the Administrative Trustee shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.4 and
2.5, to be executed on behalf of the Trust by at least one of the Administrative
Trustees and delivered to the Property Trustee and upon such delivery the
Property Trustee shall authenticate such Trust Securities Certificates and
deliver such Trust Securities Certificates upon the written order of the Trust
in authorized denominations.

         Section 5.4 Global Preferred Security. (a) Any Global Preferred
Security issued under this Trust Agreement shall be registered in the name of
the nominee of the Clearing Agency and delivered to such custodian therefor, and
such Global Preferred Security shall constitute a single Preferred Security for
all purposes of this Trust Agreement.

         (b)      Notwithstanding any other provision in this Trust Agreement, a
Global Preferred Security may not be exchanged in whole or in part for Preferred
Securities registered, and no transfer of the Global Preferred Security in whole
or in part may be registered, in the name of any Person other than the Clearing
Agency for such Global Preferred Security, or its nominee thereof unless (i)
such Clearing Agency (a) advises the Property Trustee in writing that such
Clearing Agency is no longer willing or able to properly discharge its
responsibilities as Clearing Agency with respect to such Global Preferred
Security, or (b) ceases to be a Clearing Agency registered under the Exchange
Act and in each case the Depositor is unable to locate a qualified successor
within ninety days of receipt of such notice from the Depositary, (ii) the Trust
at its


                                       20
<PAGE>   26

option advises the Depositary in writing that it elects to terminate the
book-entry system through the Clearing Agency, or (iii) there shall have
occurred and be continuing an Event of Default.

         (c)      If a Preferred Security is to be exchanged in whole or in part
for a beneficial interest in a Global Preferred Security, then either (i) such
Global Preferred Security shall be so surrendered for exchange or cancellation
as provided in this Article V or (ii) the Liquidation Amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or canceled, or equal to the Liquidation Amount of such other
Preferred Security to be so exchanged for a beneficial interest therein, as the
case may be, by means of an appropriate adjustment made on the records of the
Security Register, whereupon the Property Trustee, in accordance with the
Applicable Procedures, shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Preferred Security by the Clearing Agency,
accompanied by registration instructions, the Property Trustee shall, subject to
Section 5.4(b) and as otherwise provided in this Article V, authenticate and
deliver any Preferred Securities issuable in exchange for such Global Preferred
Security (or any portion thereof) in accordance with the instructions of the
Clearing Agency. The Property Trustee shall not be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be fully
protected in relying on, such instructions.

         (d)      Every Preferred Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof, whether pursuant to this Article V or
Article IV or otherwise, shall be authenticated and delivered in the form of,
and shall be, a Global Preferred Security, unless such Global Preferred Security
is registered in the name of a Person other than the Clearing Agency for such
Global Preferred Security or a nominee thereof.

         (e)      The Clearing Agency or its nominee, as the registered owner of
the Global Preferred Security, shall be considered the Holder of the Preferred
Security represented by such Global Preferred Security for all purposes under
this Trust Agreement and the Preferred Securities, and owners of beneficial
interests in such Global Preferred Security shall hold such interests pursuant
to the Applicable Procedures and, except as otherwise provided herein, shall not
be entitled to receive physical delivery of any such Preferred Securities in
definitive form and shall not be considered the Holders thereof under this Trust
Agreement. Accordingly, any such owner's beneficial interest in the Global
Preferred Security shall be shown only on, and the transfer of such interest
shall be effected only through, records maintained by the Clearing Agency or its
nominee. Neither the Property Trustee, the Securities Registrar nor the
Depositor shall have any liability in respect of any transfers effected by the
Clearing Agency.

         (f)      The rights of owners of beneficial interests in a Global
Preferred Security shall be exercised only through the Clearing Agency and shall
be limited to those established by law and agreements between such owners and
the Clearing Agency.

         (g)      Neither the Property Trustee nor any of the Administrative
Trustees will have any responsibility or obligations to the Clearing Agency or
its nominee, or the owners of beneficial interests in the Global Preferred
Security or any other person which is not shown on the Securities Registrar with
respect to (i) the accuracy of any records maintained by the Clearing Agency or
any owner of beneficial interests in the Global Preferred Security; (ii) the
payment by the Clearing Agency or the receipt by any owner of beneficial
interests in the Global Preferred Security in respect of the principal or
redemption price of, or interest on, the Preferred Securities; (iii) the
delivery of any notice by the Clearing Agency to the owners of the beneficial
interests in the Global Preferred Security; (iv) the selection of the owners of
beneficial interests in the Global Preferred Security to receive Distributions
(including Additional Amounts, if


                                       21
<PAGE>   27

applicable), and the Redemption Price of, the Preferred Securities; or (v) any
consent given or any other action taken by the Clearing Agency.

         Section 5.5 Registration of Transfer and Exchange Generally; Certain
Transfers and Exchanges; Preferred Securities Certificates. (a) The Property
Trustee shall keep or cause to be kept at its Corporate Trust Office a register
or registers for the purpose of registering Preferred Securities Certificates
and transfers and exchanges of Preferred Securities Certificates in which the
registrar and transfer agent with respect to the Preferred Securities (the
"Securities Register"), subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates (subject to Section 5.11 in the
case of Common Securities Certificates) and registration of transfers and
exchanges of Preferred Securities Certificates as herein provided. Such register
is herein sometimes referred to as the "Securities Registrar." The Property
Trustee is hereby appointed "Securities Registrar" for the purpose of
registering Preferred Securities and transfers of Preferred Securities as herein
provided.

         Upon surrender for registration of transfer of any Preferred Security
at the offices or agencies of the Property Trustee designated for that purpose,
the Depositor shall execute and the Property Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Preferred Securities of the same series of any authorized denominations of
like tenor and aggregate principal amount and bearing such legends as may be
required by this Trust Agreement.

         At the option of the Holder, Preferred Securities may be exchanged for
other Preferred Securities of any authorized denominations, of like tenor and
aggregate Liquidation Amount and bearing such legends as may be required by this
Trust Agreement, upon surrender of the Preferred Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Property Trustee shall execute and authenticate and deliver the Preferred
Securities that the Holder making the exchange is entitled to receive.

         All Preferred Securities issued upon any transfer or exchange of
Preferred Securities shall be the valid obligations of the Trust, evidencing the
same designations, rights, privileges, restrictions and preferences, and
entitled to the same benefits under this Trust Agreement, as the Preferred
Securities surrendered upon such transfer or exchange.

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

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

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


                                       22
<PAGE>   28

         (b)      Trust Securities may only be transferred, in whole or in part,
in accordance with the terms and conditions set forth in this Trust Agreement.
Any transfer or purported transfer of any Trust Security not made in accordance
with this Trust Agreement shall be null and void.

                           (i) A Trust Security that is not a Global Preferred
                  Security may be transferred, in whole or in part, to a Person
                  who takes delivery in the form of another Trust Security that
                  is not a Global Security as provided in Section 5.5(a).

                           (ii) Subject to this Section 5.5, Preferred
                  Securities shall be freely transferable.

                           (iii) A beneficial interest in a Global Preferred
                  Security may be exchanged for a Preferred Security that is not
                  a Global Preferred Security as provided in Section 5.4.

         Section 5.6 Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates. If (a) any mutilated Trust Securities certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate; and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of written
notice to a Responsible Officer of the Property Trustee 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, 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 shall constitute conclusive evidence of an undivided
beneficial interest in the assets of the Trust, corresponding to that evidenced
by the lost, stolen or destroyed Trust Certificate, as if originally issued,
whether or not the lost, stolen or destroyed Trust Securities Certificate shall
be found at any time.

         Section 5.7 Persons Deemed Holders. The Trustees, the Securities
Registrar or the Depositor shall treat the Person in whose name any Trust
Securities are issued as the owner of such Trust Securities for the purpose of
receiving Distributions and for all other purposes whatsoever, and none of the
Trustees, the Administrative Trustees, the Securities Registrar nor the
Depositor shall be bound by any notice to the contrary.

         Section 5.8 Access to List of Holders' Names and Addresses. Each Holder
and each Owner shall be deemed to have agreed not to hold the Depositor, the
Property Trustee, or the Administrative Trustees accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

         Section 5.9 Maintenance of Office or Agency. The Property Trustee shall
designate, with the consent of the Administrative Trustees, which consent shall
not be unreasonably withheld, an office or offices or agency or agencies where
Preferred Securities Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Trustees in
respect of the Trust Securities Certificates may be served. The Property Trustee
initially designates SunTrust Bank, 919 East Main Street, Richmond, Virginia
23219, Attention: Corporate Trust Operations, as its corporate trust office for
such purposes. The Property Trustee shall give prompt written notice to the
Depositor, the Administrative


                                       23
<PAGE>   29

Trustees and to the Holders of any change in the location of the Securities
Register or any such office or agency.

         Section 5.10 Appointment of Paying Agent. The Paying Agent shall make
Distributions to Holders from the Payment Account and shall report the amounts
of such Distributions to the Property Trustee and the Administrative Trustees.
Any Paying Agent shall have the revocable power to withdraw funds from the
Payment Account solely for the purpose of making the Distributions referred to
above. The Property Trustee may revoke such power and remove any Paying Agent in
its sole discretion. The Paying Agent shall notify each of the Trustees of any
default in payment by the Depositor. The Paying Agent shall initially be the
Property Trustee. Any Person acting as Paying Agent shall be permitted to resign
as Paying Agent upon 30 days' written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Property Trustee shall
no longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Property Trustee shall appoint a successor
(which shall be a bank or trust company) that is reasonably acceptable to the
Administrative Trustees to act as Paying Agent. Such successor Paying Agent or
any additional Paying Agent appointed by the Administrative Trustees shall
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Holders in trust for the benefit of
the Holders entitled thereto until such sums shall be paid to such Holders. The
Paying Agent shall return all unclaimed funds to the Property Trustee and upon
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Property Trustee. The provisions of Sections 8.1, 8.3, 8.4,
8.5 and 8.6 shall apply to the Property Trustee also in its role as Paying
Agent, for so long as the Property Trustee shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder. Any reference
in this Agreement to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

         Section 5.11 Ownership of Common Securities by Depositor. At each time
of delivery, the Depositor shall acquire and retain beneficial and record
ownership of the Common Securities except (i) in connection with a consolidation
or merger of the Depositor into another corporation or any conveyance, transfer
or lease by the Depositor of its properties and assets substantially as an
entirety to any Person, pursuant to Section 8.1 of the Indenture, or (ii) a
transfer to an Affiliate of the Depositor in compliance with applicable law
(including the Securities Act and applicable state securities and blue sky
laws). To the fullest extent permitted by law, any attempted transfer of the
Common Securities shall be void. The Administrative Trustees shall cause each
Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR IN INTEREST
TO THE DEPOSITOR OR AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE
LAW AND SECTION 5.11 OF THE TRUST AGREEMENT."

         Section 5.12 Notices to Clearing Agency. To the extent that a notice or
other communication to the Holders is required under this Trust Agreement, for
so long as Preferred Securities are represented by a Global Preferred Securities
Certificate, the Trustees shall give all such notices and communications
specified herein to be given to the Clearing Agency, and shall have no
obligations to the Owners.

         Section 5.13 Rights of Holders. (a) The legal title to the Trust
Property is vested exclusively in the Property Trustee (in its capacity as such)
in accordance with Section 2.9, and the Holders 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


                                       24
<PAGE>   30

specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights and when issued and delivered to
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 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 Preferred Securities remain outstanding,
upon a Debenture Event of Default arising from the failure to pay interest or
principal on the Debentures, a Holder of any 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 Holder of
principal of or interest on the Debentures having a principal amount equal to
the Liquidation Amount of the Preferred Securities of such Holder.

                                   ARTICLE VI
                        ACTS OF HOLDERS; MEETINGS; VOTING

         Section 6.1 Limitations on Voting Rights. (a) Except as provided in
this Section 6.1, in Sections 5.13, 8.10 and 10.2 and in the Indenture and as
otherwise required by law, no record 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 Holders 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
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 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 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


                                       25
<PAGE>   31

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 in any material respect the powers, preferences, privileges or special
rights of the Preferred Securities, whether by way of amendment to the Trust
Agreement or otherwise; or (ii) the dissolution, winding-up or termination of
the Trust, other than pursuant to the terms of this Trust Agreement, then the
Holders of Outstanding Preferred Securities as a class 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 at least 66 2/3% in
Liquidation Amount of the Outstanding Preferred Securities. No amendment to this
Trust Agreement may be made if, as a result of such amendment, the Trust would
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 6.2 Notice of Meetings. Notice of all meetings of the Preferred
Securities Holders, stating the time, place and purpose of the meeting, shall be
given by the Property Trustee pursuant to Section 10.8 to each Preferred
Security Holder of record, at his registered address, at least 15 days and not
more than 90 days before the meeting. At any such meeting, any business properly
before the meeting may be so considered whether or not stated in the notice of
the meeting. Any adjourned meeting may be held as adjourned without further
notice.

         Section 6.3 Meetings of Preferred Securities Holders. (a) No annual
meeting of Holders is required to be held. The Administrative Trustees, however,
shall call a meeting of Holders to vote on any matter in respect of which
Preferred Securities Holders are entitled to vote upon the written request of
the Preferred Securities Holders 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
Preferred Securities Holders to vote on any matters as to which the Preferred
Securities Holders are entitled to vote.

         (b)      Preferred Securities Holders 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 Holders.

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

         Section 6.4 Voting Rights. Holders shall be entitled to one vote for
each $1,000.00 of Liquidation Amount represented by their Trust Securities in
respect of any matter as to which such Holders are entitled to vote.

         Section 6.5 Proxies, Etc. At any meeting of Holders, any Holder
entitled to vote thereat may vote by proxy, provided that no proxy, shall be
voted at any meeting unless it shall have been placed on file with the
Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which
such vote shall be taken. When Trust Securities are held


                                       26
<PAGE>   32

jointly by several persons, any one of them may vote at any meeting in person or
by proxy in respect of such Trust Securities, but if more than one of them shall
be present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be executed
by or on behalf of a Holder shall be deemed valid unless challenged at or prior
to its exercise and the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of
execution.

         Section 6.6 Holder Action by Written Consent. Any action which may be
taken by Holders at a meeting may be taken without a meeting if Holders holding
more than a majority of all 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 (based upon their
aggregate Liquidation Amount).

         Section 6.7 Record Date for Voting and Other Purposes. For the purposes
of determining the Holders 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 Holders 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 Holders of record for such purposes.

         Section 6.8 Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Trust Agreement to be given, made or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders or owners in person or by an agent duly appointed in writing; and,
except as otherwise expressly provided herein, such action shall become
effective when such instrument or instruments are delivered to an Administrative
Trustee. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor
of the Trustees, if made in the manner provided in this Section 6.8.

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

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

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


                                       27
<PAGE>   33

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

         (f)      A Holder 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 6.9 Inspection of Records. Upon reasonable notice to the
Administrative Trustees and the Property Trustee, the records of the Trust shall
be open to inspection by Holders during normal business hours for any purpose
reasonably related to such Holder's interest as a Holder.

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

         Section 7.1 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 Holders
that:

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

         (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
the State of Georgia, 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;


                                       28
<PAGE>   34
         (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 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 Bank
or the Property Trustee, as the case may be, under the laws of the United States
or the State of Georgia; 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 7.2 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 Holders that:

         (a)      the Delaware Bank is a 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


                                       29
<PAGE>   35

any other action with respect to any governmental authority or agency governing
the banking or trust powers of the Delaware Bank or the Delaware Trustee, as the
case may be, under the federal laws of the United States or the laws of 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 7.3 Representations and Warranties of Depositor. The Depositor
hereby represents and warrants for the benefit of the Holders that:

         (a)      the Trust Securities Certificates issued on the Closing Date
on behalf of the Trust have been duly authorized and, shall have been, 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 Holders 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 8.1 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 Trustee shall be
liable for its act or omissions hereunder except as a result of its own gross
negligence or willful misconduct. 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 8.1. 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 Holders, the
Delaware Trustee or such Administrative Trustee shall not be liable to the Trust
or to any Holder for such Trustee's good faith reliance on the provisions of
this Trust Agreement. The provisions of this Trust Agreement, to the extent that
they restrict the duties and liabilities of the Delaware Trustee or the
Administrative Trustees otherwise existing at law or in equity, are agreed by
the Depositor and the Holders to replace such other duties and liabilities of
the 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. Each Holder,
by its acceptance of


                                       30
<PAGE>   36

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 8.1(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 3.1 and except to the
                  extent otherwise required by law; and

         (d)      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 8.2 Certain Notices. (a) Within five Business Days after
receipt by the Property Trustee of notice of the occurrence of any Event of
Default, the Property Trustee shall transmit, in the manner and to the extent
provided in Section 10.8, notice of such Event of Default to the Holders, the
Administrative Trustees and the Depositor, unless such Event of Default shall
have been cured or waived. For purposes of this Section 8.2 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 Holders in
the manner and to the extent provided in Section 10.8, notice of the Depositor's
election to begin or further extend an Extended Interest


                                       31
<PAGE>   37

Payment Period on the Debentures (unless such election shall have been revoked)
within the time specified for transmitting such notice to the holders of the
Debentures pursuant to the Indenture as originally executed.

         Section 8.3 Certain Rights of Property Trustee. Subject to the
provisions of Section 8.1:

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


                                       32
<PAGE>   38

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

         (h)      the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more Holders, 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 8.4 Not Responsible for Recitals or Issuance of Securities. The
Recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the 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 8.5 May Hold Securities. Any Trustee or any other agent of any
Trustee or the Trust, in its individual or any other capacity, may become the
owner or pledgee of Trust Securities and, subject to Sections 8.8 and 8.13 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 8.6 Compensation; Indemnity; Fees. The Depositor agrees:


                                       33
<PAGE>   39

         (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, 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 loss, damage, claims, liability or penalty or expense, 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 8.6.

         Section 8.7 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 million. If any such Person publishes or
files reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section 8.7, 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 or filed. 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 8.7, 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 8.8 Conflicting Interests. (a) 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


                                       34
<PAGE>   40

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.

         (b)      The Guarantee Agreement and the Indenture shall be deemed to
be specifically described in this Trust Agreement for the purposes of clause (i)
of the first proviso contained in Section 310(b) of the Trust Indenture Act.

         Section 8.9 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 8.9. 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 8.9 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.


                                       35
<PAGE>   41

                           (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 8.9, 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 8.9.

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

         Section 8.10 Resignation and Removal; Appointment of Successor. (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 8.11.

         (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 Holders. If the instrument of acceptance by the
successor Trustee required by Section 8.11 shall not have been delivered to the
Relevant Trustee within 30 days after the giving of such notice of resignation,
the Relevant Trustee may petition, at the expense of the Depositor, any court of
competent jurisdiction for the appointment of a successor Relevant Trustee with
respect to the Trust Securities.

         (c)      Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Common
Securities Holder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Common Securities Holder 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 Securities Holder, by Act of the Common Securities
Holder 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 8.11.
If the Property Trustee or the Delaware Trustee shall resign, be removed or
become incapable of continuing to act as the Property Trustee or the Delaware
Trustee, as the case may be, at a time when a Debenture Event of Default shall
have occurred and is continuing, the Preferred Securities Holders, by Act of the
Holders of a majority in Liquidation Amount of the Preferred Securities then
Outstanding


                                       36
<PAGE>   42

delivered to the retiring Relevant Trustee, shall promptly appoint a successor
Relevant Trustee or Trustees with respect to the Trust Securities and the Trust,
and such successor Trustee shall comply with the applicable requirements of
Section 8.11. If an Administrative Trustee shall resign, be removed or become
incapable of acting as Administrative Trustee, at a time when a Debenture Event
of Default shall have occurred and be continuing, the Common Securities Holder,
by Act of the Common Securities Holder 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 8.11. If no successor Relevant Trustee with
respect to the Trust Securities shall have been so appointed by the Common
Securities Holder or the Preferred Securities Holders and accepted appointment
in the manner required by Section 8.11, any Holder who has been a Holder of
Trust Securities on behalf of himself and all others similarly situated may
petition a court of competent jurisdiction for the appointment of a 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
Holders in the manner provided in Section 10.8 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 remaining Administrative
Trustees if there are at least two of them; or (b) otherwise by the Depositor
(with the successor in each case being a Person who satisfies the eligibility
requirement for Administrative Trustees set forth in Section 8.7).

         Section 8.11 Acceptance of Appointment by Successor. (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 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.


                                       37
<PAGE>   43

         Section 8.12 Merger, Conversion, Consolidation or Succession to
Business. Any Person into which any relevant 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 8.13 Preferential Collection of Claims Against Depositor or
Trust. If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Debentures or the Trust
Securities), the Property Trustee shall be subject to 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 Trust (or any such
other obligor).

         Section 8.14 Reports by Property Trustee. (a) If required pursuant to
the Trust Indenture Act, not later than July 15 of each year, the Property
Trustee shall transmit to all Holders in accordance with Section 10.8, and to
the Depositor, a brief report dated as of such December 31 with respect to:

                           (i)  its eligibility under Section 8.7 or, in
                  lieu thereof, if to the best of its knowledge it has continued
                  to be eligible under said Section, a written statement to such
                  effect; and

                           (ii) any change in the property and funds in its
                  possession as Property Trustee since the date of its last
                  report and any action taken by the Property Trustee in the
                  performance of its duties hereunder which it has not
                  previously reported and which in its opinion materially
                  affects the Trust Securities.

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

         (c)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with the American
Stock Exchange, Inc. and each national securities exchange or other organization
upon which the Trust Securities are listed, if any, and also with the Commission
and the Depositor.

         Section 8.15 Reports to the Property Trustee. The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee, the Commission and/or the Holders of Preferred Securities, 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; provided, however, the compliance
certificate required by Section 314(a)(4) shall be furnished to the Property
Trustee not later than 120 days after the Depositor's fiscal year end.

         Section 8.16 Evidence of Compliance with Conditions Precedent. Each of
the Depositor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement as set forth in Sections
314(c) and 314(e) of the Trust Indenture Act. Any certificate or opinion
required to be given by an


                                       38
<PAGE>   44

officer pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given
in the form of an Officers' Certificate.

         Section 8.17 Number of Trustees. (a) The number of Trustees shall be
four, provided that the Holder of all of the Common Securities by written
instrument may increase or decrease the number of Administrative Trustees. The
Property Trustee and the Delaware Trustee may be the same Person.

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

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

         Section 8.18 Delegation of Power. (a) Any Administrative Trustee may,
by power of attorney consistent with applicable law, delegate to any other
natural person over the age of 21 his or her power for the purpose of executing
any documents contemplated in Section 2.7(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 8.19 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 9.1 Termination upon Expiration Date. Unless earlier dissolved,
the Trust shall automatically dissolve on ________________, 2030 (the
"Expiration Date") subject to distribution of the Trust Property in accordance
with Section 9.4.

         Section 9.2 Early Termination. The first to occur of any of the
following events is an "Early Termination Event":

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


                                       39
<PAGE>   45

         (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 Holders in exchange for the Trust Securities in accordance with Section 9.4;

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

         (d)      an order for dissolution of the Trust shall have been entered
by a court of competent jurisdiction.

         Section 9.3 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 Holders upon the liquidation of the Trust pursuant to
Section 9.4, or upon the redemption of all of the Trust Securities pursuant to
Section 4.2, of all amounts required to be distributed hereunder upon the final
payment of the Trust Securities; (b) the payment of any expenses owed by the
Trust; (c) the discharge of all administrative duties of the Administrative
Trustees, including the performance of any tax reporting obligations with
respect to the Trust or the Holders; and (d) the filing of a Certificate of
Cancellation by the Administrative Trustee under the Business Trust Act.

         Section 9.4 Liquidation. (a) If an Early Termination Event specified in
clause (a), (b), or (d) of Section 9.2 occurs or upon the Expiration Date, the
Trust shall be liquidated by the Trustees as expeditiously as the Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, to each Holder a Like
Amount of Debentures, subject to Section 9.4(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 Holders may exchange Trust Securities
                  Certificates for Debentures, or, if Section 9.4(d) applies,
                  receive a Liquidation Distribution, as the Administrative
                  Trustees or the Property Trustee shall deem appropriate.

         (b)      Except where Section 9.2(c) or 9.4(d) applies, in order to
effect the liquidation of the Trust and distribution of the Debentures to
Holders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

         (c)      Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities shall no longer be deemed to be
outstanding; (ii) unless the Depositor elects to issue a Global Subordinated
Debenture (as defined in the Indenture) pursuant to the provisions of the
Indenture, definitive


                                       40
<PAGE>   46

certificates representing a Like Amount of Debentures shall be issued to 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 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 Trust Securities Certificates with respect
to such Debentures); and (v) all rights of Holders holding Trust Securities
shall cease, except the right of such Holders to receive Debentures upon
surrender of Trust Securities Certificates.

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

         Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of
the Trust. The Trust may not merge with or into, 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 9.5. 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 (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities; or (b) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise; (ii) the
Depositor expressly appoints a trustee of such successor entity possessing
substantially the same powers and duties as the Property Trustee as the holder
of the Debentures; (iii) 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; (iv) 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; (v)
prior to such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, the Depositor has received an


                                       41
<PAGE>   47

Opinion of Counsel to the effect that (a) 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 (b)
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
(vi) 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. Notwithstanding the
foregoing, the Trust shall not 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 10.1 Limitation of Rights of Holders. The death or incapacity
of any Person having an interest, beneficial or otherwise, in Trust Securities
shall not operate to terminate this Trust Agreement, nor entitle the legal
representatives or heirs of such Person or any Holder for such Person, to claim
an accounting, take any action or bring any proceeding in any court for a
partition or winding-up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.

         Section 10.2 Amendment. (a) This Trust Agreement may be amended from
time to time by the Trustees and the Depositor, without the consent of any
Holders, (i) as provided in Section 8.11 with respect to acceptance of
appointment by a successor Trustee; (ii) to cure any ambiguity, correct or
supplement any provision herein 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; or (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 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; provided, however, that in the case of clause (ii), such action shall not
adversely affect in any material respect the interests of any Holder, and any
amendments of this Trust Agreement shall become effective when notice thereof is
given to the Holders.

         (b)      Except as provided in Section 6.1(c) or Section 10.2(c)
hereof, any provision of this Trust Agreement may be amended by the Trustees and
the Depositor (i) with the consent of Trust Holders 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 Holder (such consent being
obtained in accordance with Section 6.3 or 6.6 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


                                       42
<PAGE>   48

of the Trust Securities as of a specified date; (ii) amend or modify Section
5.13(b); or (iii) restrict the right of a Holder (including rights under Section
5.13(c) hereof) 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 Holders (such consent being obtained in accordance with
Section 6.3 or 6.6 hereof), this paragraph (c) of this Section 10.2 may not be
amended.

         (d)      Notwithstanding any other provisions of this Trust Agreement,
no Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an "investment company" under the Investment Company Act or 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)      Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties, protections, privileges, indemnities, liabilities or
immunities under this Trust Agreement. The Property Trustee shall be entitled to
receive an Opinion of Counsel and an Officers' Certificate stating that any
amendment to this Trust Agreement is in compliance with this Trust Agreement.

         Section 10.3 Separability. In case any provision in this Trust
Agreement or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         Section 10.4 Governing Law. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE HOLDERS, 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 THEREOF).

         Section 10.5 Payments Due on Non-business Day. If the date fixed for
any payment on any Trust Security shall be a day that is not a Business Day,
then such payment need not be made on such date but may be made on the next
succeeding day which is a Business Day (except as otherwise provided in Sections
4.1(a) and 4.2(d)), 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 10.6 Successors. This Trust Agreement shall be binding upon and
shall inure to the benefit of any successor to the Depositor, the Trust or the
Relevant Trustee(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 10.7 Headings. The Article and Section headings are for
convenience only and shall not affect the construction of this Trust Agreement.


                                       43
<PAGE>   49

         Section 10.8 Reports, Notices and Demands. Any report, notice, demand
or other communication which by any provision of this Trust Agreement is
required or permitted to be given or served to or upon any Holder 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 Security
Holder, to such Preferred Security Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Common Securities
Holder or the Depositor, to Franklin Financial Corporation, 336 Main Street,
Franklin, Tennessee 37064 Attention: Richard Herrington, President and Chief
Executive Officer. Any notice to Preferred Securities Holders 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 Holder 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 SunTrust Bank, Corporate Trust
Division, 424 Church Street, 6th Floor, Nashville, Tennessee 37219; (b) with
respect to the Delaware Trustee, to 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 Capital Trust." Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the Trust or the Property Trustee.

         Section 10.9 Agreement Not to Petition. Each of the Trustees and the
Depositor agree for the benefit of the Holders 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 10.9, the Property Trustee
agrees, for the benefit of Holders, 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 10.9
shall survive the termination of this Trust Agreement.

         Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act.
(a) This Trust Agreement is subject to the provisions of the Trust Indenture Act
that are required to be part of this Trust Agreement and shall, to the extent
applicable, be governed by such provisions.

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

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


                                       44
<PAGE>   50

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.

         Section 10.11 Acceptance of Terms of Trust Agreement, Guarantee and
Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE HOLDER 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 HOLDER AND
SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE
BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH
OTHERS.


                                       45
<PAGE>   51

         IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Trust Agreement to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, as applicable, all as of the day and
year first above written.

                                FRANKLIN FINANCIAL CORPORATION


                                By:
                                   ---------------------------------------------
                                   Richard E. Herrington
                                   President and Chief Executive Officer


                                SUNTRUST BANK, as Property Trustee


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


                                WILMINGTON TRUST COMPANY, as Delaware
                                Trustee


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



                                ------------------------------------------------
                                Richard E. Herrington, as Administrative Trustee



                                ------------------------------------------------
                                Lisa L. Musgrove, as Administrative Trustee


                                       46
<PAGE>   52

                                    EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                            FRANKLIN CAPITAL TRUST I


         This Certificate of Trust of Franklin Financial Capital Trust I (the
"Trust") is being duly executed and filed by Wilmington Trust Company, a
Delaware banking corporation, and Richard E. Herrington and Lisa L. Musgrove,
each an individual, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del. C. ss. 3801 et seq.) (the "Act").

         1. Name. The name of the business trust formed hereby is Franklin
Capital Trust I.

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

         3. Effective Date. This Certificate of Trust shall be effective
on June 2, 2000.

         4. Counterparts. This Certificate of Trust may be executed in one
or more counterparts, which, when taken together, shall be deemed to constitute
a single original.

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


                                            WILMINGTON TRUST COMPANY, as Trustee


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



                                            -----------------------------------
                                            Richard E. Herrington, as Trustee


                                            -----------------------------------
                                            Lisa L. Musgrove, as Trustee


<PAGE>   53

                                    EXHIBIT B

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR AN AFFILIATE
OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE
TRUST AGREEMENT.

CERTIFICATE NUMBER C-1                      NUMBER OF COMMON SECURITIES ________

                     ($_______ Aggregate Liquidation Amount)

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                            FRANKLIN CAPITAL TRUST I

                                COMMON SECURITIES
               (LIQUIDATION AMOUNT $1,000.00 PER COMMON SECURITY)

         Franklin Capital Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that Franklin
Financial Corporation (the "Holder") is the registered owner of
_________________________ (_______) common securities of the Trust representing
undivided beneficial interests in the assets of the Trust and designated the
Common Securities (liquidation amount $1,000.00 per Common Security) (the
"Common Securities"). Except in accordance with Section 5.11 of the Trust
Agreement (as defined below), the Common Securities are not transferable and any
attempted transfer hereof other than in accordance thereof shall be void. The
designations, rights, privileges, restrictions, preferences, and other terms and
provisions of the Common Securities are set forth in, and this certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust dated as of ___________________, as the same may be amended from
time to time (the "Trust Agreement") among Franklin Financial Corporation, as
Depositor, SunTrust Bank, as Property Trustee, Wilmington Trust Company, as
Delaware Trustee, Richard E. Herrington and Lisa L. Musgrove, as Administrative
Trustees and the Holders of the Trust Securities, including the designation of
the terms of the Common Securities as set forth therein. The Trust will furnish
a copy of the Trust Agreement to the Holder without charge upon written request
to the Trust at its principal place of business or registered office.

         Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder. Terms used but not defined
herein have the meaning set forth in the Trust Agreement.

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this day of _____________, 2000.

                                            FRANKLIN CAPITAL TRUST I

                                            By:
                                               ---------------------------------
                                               Administrative Trustee
COUNTERSIGNED AND REGISTERED:

------------------------------
as Property Trustee

By:
   ---------------------------
     Authorized Signatory


<PAGE>   54

                                    EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
_____________, 2000, between Franklin Financial Corporation, a Tennessee
corporation and a bank holding company registered under the Bank Holding Company
Act of 1956, as amended (the "Company"), and Franklin Capital Trust I, a
Delaware business trust (the "Trust").

                                    RECITALS

         WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive Debentures from, the Company and to issue and sell
Franklin Capital Trust I Floating Rate 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 _____________, 2000, 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 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 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 SunTrust Bank, as guarantee
trustee, or under this Agreement for any reason whatsoever. This Agreement is
continuing, irrevocable, unconditional and absolute.


<PAGE>   55

         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.


                                      C-2
<PAGE>   56

         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):

                  Franklin Financial Corporation
                  230 Public Square
                  Franklin, Tennessee 37064
                  Facsimile No.: (615)791-2561
                  Attention: Richard E. Herrington,
                             President and Chief Executive Officer

                  Franklin Capital Trust I
                  230 Public Square
                  Franklin, Tennessee 37064
                  Facsimile No.: (615)791-2561
                  Attention: Richard E. Herrington, Administrative Trustee

         Section 2.4 Governing Law. This agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of Tennessee
(without regard to conflict of laws principles).

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


                                    FRANKLIN FINANCIAL CORPORATION


                                    By:
                                       -----------------------------------------
                                       Richard E. Herrington
                                       President and Chief Executive Officer


                                    FRANKLIN CAPITAL TRUST I


                                    By:
                                       -----------------------------------------
                                       Lisa L. Musgrove, Administrative Trustee


                                      C-3
<PAGE>   57

                                    EXHIBIT D

CERTIFICATE NUMBER                           NUMBER OF PREFERRED SECURITIES
P-___

                            CUSIP NO. ______________
                 CERTIFICATE EVIDENCING PREFERRED SECURITIES OF
                            FRANKLIN CAPITAL TRUST I

                    FLOATING RATE TRUST PREFERRED SECURITIES
              (LIQUIDATION AMOUNT $1,000.00 PER PREFERRED SECURITY)

     Franklin Capital Trust I, a statutory business trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that _________________
(the "Holder") is the registered owner of (___ ) preferred securities of the
Trust representing a preferred undivided beneficial interest in the assets of
the Trust and designated the Franklin Capital Trust Floating Rate Trust
Preferred Securities (liquidation amount of $1,000.00 per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.5 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of the Amended and Restated
Trust Agreement of the Trust, dated as of ______________, 2000, as the same may
be amended from time to time (the "Trust Agreement"), among Franklin Financial
Corporation, as Depositor, SunTrust Bank, as Property Trustee, Wilmington Trust
Company, as Delaware Trustee, the Administrative Trustee named therein, and the
Holders of Trust Securities, including the designation of the terms of the
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement entered into by Franklin Financial
Corporation, a Tennessee corporation, and SunTrust Bank, as guarantee trustee,
dated as of _______________, 2000 (the "Guarantee Agreement"), to the extent
provided therein. The Trust will furnish a copy of the Trust Agreement and the
Guarantee 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.

     This Preferred Securities Certificate is a Global Preferred Securities
Certificate within the meaning of the Trust Agreement hereinafter referred to
and is registered in the name of a Depositary or a nominee of a Depositary. This
Preferred Securities Certificate is exchangeable for Preferred Securities
Certificates registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Trust Agreement and
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary, except in the limited circumstances described in the
Trust Agreement.

     Unless this Preferred Securities Certificate is presented by an authorized
representative of The Depository Trust Company, a New York Corporation ("DTC"),
to Franklin Capital Trust I or its agent for registration of transfer, exchange
or payment, and any Preferred Securities Certificate issued is registered in the
name of such nominee as is requested by an authorized representative of DTC (and
any payment is made to such entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE


                                      D-1
<PAGE>   58

OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL
inasmuch as the registered owner hereof, has an interest herein.

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ___ day of ________, 2000.

                                             FRANKLIN CAPITAL TRUST I

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

COUNTERSIGNED AND REGISTERED:

--------------------------------
as Property Trustee

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

Name:
Authorized Signatory


                                      D-2
<PAGE>   59

                                   ASSIGNMENT


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


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



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

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

and irrevocably appoints


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

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

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

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

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

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

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

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


                                      D-3