<PAGE>   1
                                                                     EXHIBIT 4.5


                           FRONT RANGE CAPITAL TRUST I

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      AMONG


                 FRONT RANGE CAPITAL CORPORATION, as Depositor,
                 WILMINGTON TRUST COMPANY, as Property Trustee,
                 WILMINGTON TRUST COMPANY, as Delaware Trustee,

                                       AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN




                          DATED AS OF __________, 2000

<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>      <C>                                                                                                   <C>
Article I -- Defined Terms........................................................................................2
         Section 101.      Definitions............................................................................2

Article II -- Establishment of the Trust.........................................................................10
         Section 201.      Name..................................................................................10
         Section 202.      Office of the Delaware Trustee; Principal Place of Business. .........................11
         Section 203.      Initial Contribution of Trust Property; Organizational Expenses.......................11
         Section 204.      Issuance of the Trust Preferred Securities. ..........................................11
         Section 205.      Issuance of the Common Securities; Subscription and Purchase of
                           Debentures............................................................................11
         Section 206.      Declaration of Trust..................................................................12
         Section 207.      Authorization to Enter into Certain Transactions......................................12
         Section 208.      Assets of Trust.......................................................................16
         Section 209.      Title to Trust Property...............................................................16

Article III -- Payment Account...................................................................................16
         Section 301.      Payment Account.......................................................................16

Article IV -- Distributions; Redemption..........................................................................16
         Section 401.      Distributions.........................................................................16
         Section 402.      Redemption............................................................................17
         Section 403.      Subordination of Common Securities....................................................19
         Section 404.      Payment Procedures....................................................................20
         Section 405.      Tax Returns and Reports...............................................................20
         Section 406.      Payment of Taxes, Duties, Etc. of the Trust...........................................21
         Section 407.      Payments under Indenture..............................................................21

Article V -- Trust Securities Certificates.......................................................................21
         Section 501.      Initial Ownership.....................................................................21
         Section 502.      The Trust Securities Certificates.....................................................21
         Section 503.      Execution, Authentication and Delivery of Trust Securities
                           Certificates..........................................................................22
         Section 503A.     Global Trust Preferred Security.......................................................22
         Section 504.      Registration of Transfer and Exchange of Trust Preferred Securities
                           Certificates..........................................................................24
         Section 505.      Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates....................25
         Section 506.      Persons Deemed Securityholders........................................................25
         Section 507.      Access to List of Securityholders' Names and Addresses. ..............................26
         Section 508.      Maintenance of Office or Agency.......................................................26
         Section 509.      Appointment of Paying Agent...........................................................26
</TABLE>


                                       -i-

<PAGE>   3

<TABLE>
<S>      <C>                                                                                                   <C>
         Section 510.      Ownership of Common Securities by Depositor...........................................27
         Section 511.      Trust Securities Certificates.........................................................27
         Section 512.      Notices to Clearing Agency............................................................28
         Section 513.      Rights of Securityholders.............................................................28

Article VI -- Acts of Securityholders; Meetings; Voting..........................................................29
         Section 601.      Limitations on Voting Rights..........................................................29
         Section 602.      Notice of Meetings....................................................................30
         Section 603.      Meetings of Trust Preferred Securityholders...........................................30
         Section 604.      Voting Rights.........................................................................30
         Section 605.      Proxies, Etc. ........................................................................30
         Section 606.      Securityholder Action by Written Consent..............................................31
         Section 607.      Record Date for Voting and Other Purposes.............................................31
         Section 608.      Acts of Securityholders...............................................................31
         Section 609.      Inspection of Records.................................................................32

Article VII -- Representations and Warranties....................................................................32
         Section 701.      Representations and Warranties of the Trust Company and Property Trustee..............32
         Section 702.      Representations and Warranties of the Delaware Trust Company and
                           the Delaware Trustee..................................................................34
         Section 703.      Representations and Warranties of Depositor...........................................35

Article VIII -- Trustees.........................................................................................35
         Section 801.      Certain Duties and Responsibilities...................................................35
         Section 802.      Certain Notices.......................................................................37
         Section 803.      Certain Rights of Property Trustee....................................................37
         Section 804.      Not Responsible for Recitals or Issuance of Securities................................40
         Section 805.      May Hold Securities...................................................................40
         Section 806.      Compensation; Indemnity; Fees.........................................................40
         Section 807.      Corporate Property Trustee Required; Eligibility of Trustees..........................41
         Section 808.      Conflicting Interests.................................................................42
         Section 809.      Co-trustees and Separate Trustee......................................................42
         Section 810.      Resignation and Removal; Appointment of Successor.....................................43
         Section 811.      Acceptance of Appointment by Successor................................................45
         Section 812.      Merger, Conversion, Consolidation or Succession to Business...........................45
         Section 813.      Preferential Collection of Claims Against Depositor or Trust..........................46
         Section 814.      Reports by Property Trustee...........................................................46
         Section 815.      Reports to the Property Trustee.......................................................46
         Section 816.      Evidence of Compliance with Conditions Precedent......................................47
         Section 817.      Number of Trustees....................................................................47
         Section 818.      Delegation of Power...................................................................47
         Section 819.      Voting................................................................................47

Article IX -- Termination, Liquidation and Merger................................................................48
         Section 901.      Termination upon Expiration Date......................................................48
</TABLE>


                                      -ii-

<PAGE>   4

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>      <C>                                                                                                   <C>
         Section 902.      Early Termination.....................................................................48
         Section 903.      Termination...........................................................................48
         Section 904.      Liquidation...........................................................................49
         Section 905.      Mergers, Consolidations, Amalgamations or Replacements of the
                           Trust.................................................................................50

Article X -- Miscellaneous Provisions............................................................................51
         Section 1001.     Limitation of Rights of Securityholders...............................................51
         Section 1002.     Amendment.............................................................................51
         Section 1003.     Separability..........................................................................53
         Section 1004.     Governing Law.........................................................................53
         Section 1005.     Payments Due on Non-business Day......................................................53
         Section 1006.     Successors............................................................................53
         Section 1007.     Headings..............................................................................53
         Section 1008.     Reports, Notices and Demands..........................................................53
         Section 1009.     Agreement Not to Petition.............................................................54
         Section 1010.     Trust Indenture Act; Conflict with Trust Indenture Act................................54
         Section 1011.     Acceptance of Terms of Trust Agreement, Guarantee and
                           Indenture.............................................................................55

Exhibit A -- Certificate of Trust...............................................................................A-1

Exhibit B -- Form of Common Securities Certificate..............................................................B-1

Exhibit C -- Form of Agreement as to Expenses and Liabilities...................................................C-1

Exhibit D -- Form of Trust Preferred Securities Certificate.....................................................D-1

Exhibit E -- Form of Trust Preferred Securities Certificate
                           of Authentication....................................................................E-1
</TABLE>


                                      -iii-

<PAGE>   5


                              CROSS REFERENCE TABLE



<TABLE>
<CAPTION>
                                                      Section of Amended
Section of Trust Indenture                               and Restated
Act of 1939, as amended                                Trust Agreement
-----------------------                               ------------------
<S>                                                   <C>
310(a)(1)............................................ 807
310(a)(2)............................................ 807
310(a)(3)............................................ 807
310(a)(4)............................................ 207(a)(ii)
310(b)............................................... 808
311(a)............................................... 813
311(b)............................................... 813
312(a)............................................... 507
312(b)............................................... 507
312(c)............................................... 507
313(a)............................................... 814(a)
313(a)(4)............................................ 814(b)
313(b)............................................... 814(b)
313(c)............................................... 1008
313(d)............................................... 814(c)
314(a)............................................... 815
314(b)............................................... Not Applicable
314(c)(1)............................................ 816
314(c)(2)............................................ 816
314(c)(3)............................................ Not Applicable
314(d)............................................... Not Applicable
314(e)............................................... 101, 816
315(a)............................................... 801(a), 803(a)
315(b)............................................... 802, 1008
315(c)............................................... 801(a)
315(d)............................................... 801, 803
316(a)(2)............................................ Not Applicable
316(b)............................................... Not Applicable
316(c)............................................... 607
317(a)(1)............................................ Not Applicable
317(a)(2)............................................ Not Applicable
317(b)............................................... 509
318(a)............................................... 1010
</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


         This AMENDED AND RESTATED TRUST AGREEMENT (hereinafter "Trust
Agreement"), dated as of ___________, 2000, among (i) FRONT RANGE CAPITAL
CORPORATION, a Colorado corporation (including any successors or assigns, the
"Depositor"), (ii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
property trustee (the "Property Trustee" and, in its separate corporate capacity
and not in its capacity as Property Trustee, the "Trust Company"), (iii)
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Delaware trustee
(the "Delaware Trustee," and, in its separate corporate capacity and not in its
capacity as Delaware Trustee, the "Delaware Trust Company") (iv) Robert L.
Beauprez, an individual, William A. Mitchell, an individual, and Alice M. Bier,
an individual, (each an "Administrative Trustee" and collectively the
"Administrative Trustees") and (v) the several Holders (as hereinafter defined).
The Property Trustee, the Delaware Trustee and the Administrative Trustees are
sometimes herein referred to collectively as the "Trustees").

                                    RECITALS

         WHEREAS, the Depositor, the Delaware Trustee and Robert L. Beauprez,
William A. Mitchell, and Alice M. Bier, each as an Administrative Trustee, have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by the entering into of that certain Trust
Agreement, dated as of June 21, 2000 (the "Original Trust Agreement"), and by
the execution and filing by the Delaware Trustee and the Administrative Trustees
with the Secretary of State of Delaware of the Certificate of Trust, filed on
June 21, 2000, the form of which is attached as Exhibit A, hereto, and;

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

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


<PAGE>   7


                                    ARTICLE I
                                  DEFINED TERMS

SECTION 101.      DEFINITIONS.

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

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

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

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

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

         "Act" has the meaning specified in Section 608.

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

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

         "Administrative Trustee" means each of Robert L. Beauprez, William A.
Mitchell, and Alice M. Bier, solely in his or her capacity as Administrative
Trustee of the Trust formed and continued hereunder and not in his or her
individual capacity, or such Administrative Trustee's successor in interest in
such capacity, or any successor trustee appointed as herein provided.

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


                                      -2-
<PAGE>   8

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

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

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

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

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

         "Board Resolution" means a copy of a resolution certified by the
Secretary 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 Wilmington, Delaware 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.

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


                                      -3-
<PAGE>   9

         "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 or 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.

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

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

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

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

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

         "Company" means Front Range Capital Corporation, a Colorado
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 Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001.

         "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.


                                      -4-
<PAGE>   10

         "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation, with its principal place of business in the State of Delaware and
any successor thereto, acting not in its individual capacity but solely as
trustee under the Indenture

         "Debentures" means the $15,470,000 aggregate principal amount of the
Depositor __% Subordinated Debentures due 2030, issued pursuant to the
Indenture.

         "Definitive Trust Preferred Securities Certificate" means a Trust
Preferred Securities Certificate issued in certificated, fully registered form
as provided in Section 513.

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

         "Delaware Trustee" means the Person identified as the "Delaware
Trustee" in the Preamble to this Trust Agreement solely in its capacity as
Delaware Trustee of the Trust 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, such successor Delaware trustee
will comply with all covenants, representations and warranties of the Delaware
Trustee herein set forth.

         "Depositary" means DTC or any successor thereto.

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

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

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

         "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


                                      -5-
<PAGE>   11


                  (d) default in the performance, or breach, in any material
respect, of any covenant or warranty of the Trust 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 Trust by the Holders of at least 25% in
aggregate liquidation preference of the Outstanding Trust 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 following written notice thereof to the
Depositor or actual knowledge of an Administrative Trustee of such Bankruptcy
Event.

         "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.

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

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

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

         "Global Trust Preferred Security" means a Trust Preferred Security, the
beneficial ownership of which, and transfers of such beneficial ownership, shall
be made through book entries by a Clearing Agency as described herein.

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

         "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 and the
Depositor of an Opinion of Counsel, rendered by a law firm having a recognized
national tax and securities law


                                      -6-
<PAGE>   12

practice, 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 Trust Preferred Securities under this Trust Agreement; provided,
however, that the Depositor or the Trust shall have requested and received such
an Opinion of Counsel with regard to such matters within a reasonable period of
time after the Depositor or the Trust shall have become aware of the possible
occurrence of any such event.

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

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

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

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

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

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

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


                                      -7-
<PAGE>   13

                  (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 independent,
outside legal counsel for the Trust, the Property Trustee, the Delaware Trustee
or the Depositor, who shall be reasonably acceptable to the Property Trustee.

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

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

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

                  (b) Trust 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 Trust Preferred Securities;
provided that, if such Trust Preferred Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Trust Agreement; and

                  (c) Trust Preferred Securities which have been paid or in
exchange for or in lieu of which other Trust Preferred Securities have been
executed and delivered pursuant to Sections 504, 505, 511 and 513; provided,
however, that in determining whether the Holders of the requisite Liquidation
Amount of the Outstanding Trust Preferred Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Trust
Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Trust Preferred Securities that such Trustee actually knows to be
so owned shall be so disregarded; and (b) the foregoing shall not apply at any
time when all of the outstanding Trust Preferred Securities are owned by the
Depositor, one or more of the Trustees and/or any such Affiliate. Trust
Preferred Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Administrative Trustees the pledgee's right so to act with respect to such Trust
Preferred Securities and that the pledgee is not the Depositor or any Affiliate
of the Depositor.

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


                                      -8-
<PAGE>   14


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

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

         "Property Trustee" means the Person identified as the "Property
Trustee" in the Preamble to this Trust Agreement solely in its capacity as
Property Trustee of the Trust 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, such successor
property trustee will comply with all representations, warranties and covenants
of the Property Trustee herein set forth.

         "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, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures, allocated on a pro rata basis (based on Liquidation Amounts) among
the Trust Securities.

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

         "Responsible Officer" when used with respect to the Property Trustee
means any officer assigned to the Corporate Trust Office and having direct
responsibility for the administration of this Trust Agreement, and also, with
respect to a particular matter, any other officer of the Property Trustee to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

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

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

         "Trust" means the Delaware business trust heretofore formed and
continued hereunder and identified on the cover page to this Trust Agreement.


                                      -9-
<PAGE>   15

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
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 Preferred Securities Certificate" means a certificate evidencing
ownership of Trust Preferred Securities, substantially in the form attached as
Exhibit D.

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

         "Trust Property" means (a) the Debentures; (b) the rights of the Trust
under the Guarantee; (c) any cash on deposit in, or owing to, the Payment
Account; and (d) all proceeds and rights in respect of the foregoing and any
other property and assets for the time being held or deemed to be held by the
Property Trustee pursuant to the trusts of this Trust Agreement.

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

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

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

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
__________, 2000, among the Trust, the Depositor and the Underwriters named
therein.

                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

SECTION 201.      NAME.

         The Trust continued hereby shall be known as "Front Range 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


                                      -10-
<PAGE>   16

in the transactions contemplated hereby, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

SECTION 202.      OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
                  BUSINESS.

         The address of the Delaware Trustee in the State of Delaware is
Wilmington Trust Company, Rodney Square North, 1100 Market Street North,
Wilmington, Delaware 19890-0001; Attn: Corporate Trust Administration or such
other address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Depositor. The principal executive
office of the Trust is Front Range Capital Trust I, 1020 Century Drive, Suite
202, Louisville, Colorado 80027.

SECTION 203.      INITIAL CONTRIBUTION OF TRUST PROPERTY;
                  ORGANIZATIONAL EXPENSES.

         The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee, and
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

SECTION 204.      ISSUANCE OF THE TRUST PREFERRED SECURITIES.

         On __________, 2000, the Depositor and an Administrative Trustee, on
behalf of the Trust and pursuant to the Original Trust Agreement, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 502 and deliver in accordance
with the Underwriting Agreement, Trust Preferred Securities Certificates,
registered in the name of Persons entitled thereto in an aggregate amount of
600,000 Trust Preferred Securities having an aggregate Liquidation Amount of
$15,000,000 against receipt of the aggregate purchase price of such Trust
Preferred Securities of $15,000,000, which amount such Administrative Trustee
shall promptly deliver to the Property Trustee.

SECTION 205.      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 502 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 $470,000 against
payment by the Depositor of such amount to the Property Trustee.
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 $15,470,000, and, in


                                      -11-
<PAGE>   17

satisfaction of the purchase price for such Debentures, the Property Trustee, on
behalf of the Trust, shall deliver to the Depositor the sum of $15,470,000.

SECTION 206.      DECLARATION OF TRUST.

         The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures; and (b) to engage in those activities necessary, advisable or
incidental thereto, including without limitation, to distribute the Trust's
income and assets as provided in this Trust Agreement. The Depositor hereby
appoints the Trustees as trustees of the Trust, to have all the rights, powers
and duties to the extent set forth herein, and the Trustees hereby accept such
appointment. The Property Trustee hereby declares that it shall hold the Trust
Property in trust upon and subject to the conditions set forth herein for the
benefit of the Securityholders. The Administrative Trustees shall have all
rights, powers and duties set forth herein and in accordance with applicable law
with respect to accomplishing the purposes of the Trust. The Delaware Trustee
shall not be entitled to exercise any powers, nor shall the Delaware Trustee
have any of the duties and responsibilities, of the Property Trustee or the
Administrative Trustees set forth herein. The Delaware Trustee shall be one of
the Trustees of the Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Delaware Business Trust Act.

SECTION 207.      AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

         (a) The Trustees shall conduct the affairs of the Trust in accordance
with the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section 207 and Article VIII, and in accordance with the
following provisions (i) and (ii), the Administrative Trustees shall have the
authority, and is hereby authorized, 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 acts set forth in the
following provision (i) and the Property Trustee shall have the authority, and
is hereby authorized, to act, each as set forth below:

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

                        (A) the issuance and sale of the Trust Securities and
the compliance with the Underwriting Agreement in connection therewith;

                        (B) to cause the Trust to enter into, and to execute,
deliver and perform on behalf of the Trust, the Certificate of Depository
Agreement, the Expense Agreement and such other agreements, instruments,
certificates and other documents as may be necessary or desirable in connection
with the purposes and functions of the Trust, including, without limitation,
such certificates and cross-receipts as may be required in connection with the
issuance and sale of the Trust Securities and the purchase of the Debentures;


                                      -12-
<PAGE>   18

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

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

                        (E) the appointment of a Paying Agent, authenticating
agent and Securities Registrar in accordance with this Trust Agreement; and the
execution and delivery of an application for a taxpayer identification number
for the Trust;

                        (F) 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;

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

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

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

                        (A) the establishment of the Payment Account;

                        (B) the receipt, the taking title to, and the exercise
of all the rights, powers and privileges of the holders of the Debentures;

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

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


                                      -13-
<PAGE>   19

                        (E) acting as Paying Agent and/or Securities Registrar
to the extent appointed as such hereunder and to execute and deliver an
application for a taxpayer identification number for the Trust;

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

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

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

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

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

         (b) So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement; (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Securityholders,
except as expressly provided herein; (iii) take any action that, to the actual
knowledge of such Trustees, 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, to the actual knowledge of such Trustees, would result in
the placement of a Lien on any of the Trust Property. The Administrative
Trustees shall defend all claims and demands of all Persons at any time claiming
any Lien on any of the Trust Property adverse to the interest of the Trust or
the Securityholders in their capacity as Securityholders.

         (c) In connection with the issue and sale of the Trust Preferred
Securities, the Depositor shall have the right, power, authority and
responsibility, and is hereby authorized to assist the Trust with respect to, or
effect on behalf of the Trust, the following (and any actions


                                      -14-
<PAGE>   20

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

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

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

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

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

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

         (e) Notwithstanding anything herein to the contrary, (i) the issuance
and sale by the Trust of the Trust Securities, (ii) the purchase by the Trust of
the Debentures, (iii) the execution, delivery and performance by the Trust of
the Underwriting Agreement, the Expense Agreement, and the Certificate of
Depository Agreement and the consummation by the Trust of the transactions
contemplated thereby and hereby and the compliance by the Trust with its
obligations thereunder and hereunder, are hereby authorized and ratified in all
respects and do


                                      -15-
<PAGE>   21

not and shall be deemed not to violate any of the provisions of this Trust
Agreement or the Certificate of Trust.

SECTION 208.      ASSETS OF TRUST.

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

SECTION 209.      TITLE TO TRUST PROPERTY.

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

                                   ARTICLE III
                                 PAYMENT ACCOUNT

SECTION 301.      PAYMENT ACCOUNT.

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

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

                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

SECTION 401.      DISTRIBUTIONS.

         (a) Distributions on the Trust Securities shall be cumulative, and
shall accumulate whether or not there are funds of the Trust available for the
payment of Distributions. Distributions shall accumulate from ________, 2000,
and, except during any Extended Interest Payment Period with respect to the
Debentures, shall be payable quarterly in arrears on the last calendar day of
March, June, September and December of each year, commencing on September 30,
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)


                                      -16-
<PAGE>   22

except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day (and without any
reduction of interest or any other payment in respect of any such acceleration),
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 401(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 of __% per annum of the Liquidation Amount
of the Trust Securities. The amount of Distributions payable for any full period
shall be computed on the basis of a 360-day year of twelve 30-day months. The
amount of Distributions for any partial period shall be computed on the basis of
the number of days elapsed in a 360-day year of twelve 30-day months. During any
Extended Interest Payment Period with respect to the Debentures, Distributions
on the Trust 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 by 12:30 p.m. on each Distribution Date in the Payment
Account for the payment of such Distributions.

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

SECTION 402.      REDEMPTION.

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

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

                  (i)   the Redemption Date;

                  (ii)  the Redemption Price;

                  (iii) the CUSIP number;


                                      -17-
<PAGE>   23

                  (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, except as provided in Section 402(d); and

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

         (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 Trust Preferred Securities, then, by 12:00 noon, Eastern time, on the
Redemption Date, subject to Section 402(c), the Property Trustee, subject to
Section 402(c), shall, with respect to Trust Preferred Securities held in global
form, deposit with the Clearing Agency for such Trust Preferred Securities, to
the extent available therefor, funds sufficient to pay the applicable Redemption
Price and will give such Clearing Agency irrevocable instructions and authority
to pay the Redemption Price to the beneficial owners of the Trust Preferred
Securities. With respect to Trust Securities that are not held in global form,
the Property Trustee, subject to Section 402(c), shall deposit with the Paying
Agent funds sufficient to pay the applicable Redemption Price and shall give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders thereof upon surrender of their Trust 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, (i) all rights of
Securityholders holding Trust Securities so called for redemption shall cease,
except the right of such Securityholders to receive the Redemption Price, (ii)
such Securities shall cease to be Outstanding, (iii) the Clearing Agency for the
Trust Preferred Securities or its nominee, as the registered Holder of the
Global Trust Preferred Securities Certificate, shall receive a registered global
certificate or certificates representing the Debentures to be delivered upon
such distribution with respect to Trust Preferred Securities held by the
Clearing Agency or its nominee, and (iv) any Trust Securities Certificates not
held by the Clearing Agency for the Trust Preferred Securities or its nominee as
specified in clause (iii) above will be deemed to represent Debentures having a
principal amount equal to the stated Liquidation Amount of the Trust Securities
represented thereby and bearing accrued and unpaid interest in an amount equal
to the accumulated and unpaid Distributions on such Trust Securities until such
certificates are presented to the Securities Registrar for transfer or


                                      -18-
<PAGE>   24

reissuance. 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 is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day (and without any reduction of interest
or any other payment in respect of any such acceleration), 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 403(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Trust Preferred Securities. The particular Trust 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 Trust 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 $25 or an
integral multiple of $25 in excess thereof) of the Liquidation Amount of Trust
Preferred Securities of a denomination larger than $25. The Property Trustee
shall promptly notify the Securities Registrar in writing of the Trust Preferred
Securities selected for redemption and, in the case of any Trust 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 Trust Preferred
Securities shall relate, in the case of any Trust Preferred Securities redeemed
or to be redeemed only in part, to the portion of the Liquidation Amount of
Trust Preferred Securities which has been or is to be redeemed.

SECTION 403.      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 402(f), pro rata among the Common
Securities and the Trust 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


                                      -19-
<PAGE>   25

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
Trust Preferred Securities for all Distribution periods terminating on or prior
thereto, or in the case of payment of the Redemption Price the full amount of
such Redemption Price on all Outstanding Trust 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, Trust Preferred Securities then due and payable.

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

SECTION 404.      PAYMENT PROCEDURES.

         Payments of Distributions (including Additional Amounts, if applicable)
in respect of the Trust 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 or, if the Trust Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to the Clearing Agency in immediately
available funds, which will credit the relevant accounts on the applicable
Distribution Dates. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property Trustee and the
Holder of the Common Securities.

SECTION 405.      TAX RETURNS AND REPORTS.

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


                                      -20-
<PAGE>   26

tax laws and information reporting requirements with respect to any payments
made by the Property Trustee to Securityholders under the Trust Securities.

         On or before December 15 of each year during which any Trust Preferred
Securities are Outstanding, the Administrative Trustees shall furnish to the
Property Trustee (after the Administrative Trustees receive request thereof from
the Property Trustee), such information as may be reasonably requested by the
Property Trustee in order that the Property Trustee may prepare the information
which it is required to report for such year on Internal Revenue Service Forms
1096 and 1099 pursuant to Section 6049 of the Code. Such information shall
include the amount of original issue discount includible in income for each
Outstanding Trust Preferred Security during such year, if any.

SECTION 406.      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 then
held in the Payment Account, any taxes, duties or governmental charges of
whatsoever nature (other than withholding taxes) imposed on the Trust by the
United States or any other taxing authority.

SECTION 407.      PAYMENTS UNDER INDENTURE.

         Any amount payable hereunder to any Holder of Trust Preferred
Securities shall be reduced by the amount of any corresponding payment such
Holder has directly received under the Indenture pursuant to Section 513(b) or
(c) hereof.

                                    ARTICLE V
                          TRUST SECURITIES CERTIFICATES

SECTION 501.      INITIAL OWNERSHIP.

         Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 203 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

SECTION 502.      THE TRUST SECURITIES CERTIFICATES.

         The Trust Preferred Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25 in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of $25 Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. Trust Securities Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Trust, shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals


                                      -21-
<PAGE>   27

or any of them shall have ceased to be so authorized prior to the delivery of
such Trust Securities Certificates or did not hold such offices at the date of
delivery of such Trust Securities Certificates. A transferee of a Trust
Securities Certificate shall become a Securityholder, and shall be entitled to
the rights and subject to the obligations of a Securityholder hereunder, upon
due registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 504, 511 and 513.

SECTION 503.      EXECUTION, AUTHENTICATION AND DELIVERY OF TRUST
                  SECURITIES CERTIFICATES.

         (a) On the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 204 and 205, to be executed on behalf of the Trust by at least one of
the Administrative Trustees and delivered to or upon the written order of the
Depositor, signed by its Chief Executive Officer, President, any Vice President
or its Treasurer without further corporate action by the Depositor, in
authorized denominations, whereupon (and, in the case of Trust Preferred
Securities Certificates, upon the authentication thereof by the Property Trustee
as described in (b) below) the Trust Securities evidenced by such Trust
Securities Certificates shall, without further actions by the Trust or any other
Person, be duly and validly issued undivided beneficial interests in the assets
of the Trust and entitled to the benefits of this Trust Agreement.

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

         Upon the written order of the Trust signed by one of the Administrative
Trustees, the Property Trustee shall authenticate and make available for
delivery the Trust Preferred Securities Certificates.

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

SECTION 503A.           GLOBAL TRUST PREFERRED SECURITY.

         (a) Any Global Trust Preferred Security issued under this Trust
Agreement shall be registered in the name of the nominee of the Clearing Agency
and delivered to the Property Trustee as custodian therefor, or if requested by
DTC or an Administrative Trustee and accepted by DTC, held by DTC, and such
Global Trust Preferred Security shall constitute a single Trust Preferred
Security for all purposes of this Trust Agreement.


                                      -22-
<PAGE>   28

         (b) Notwithstanding any other provision in this Trust Agreement, no
Global Trust Preferred Security may be exchanged for Trust Preferred Securities
registered in the names of persons other than the Depositary or its nominee
unless (i) the Depositary notifies the Depositor and the Property Trustee that
it is unwilling or unable to continue as a depositary for such Global Trust
Preferred Securities and the Depositor is unable to locate a qualified successor
depositary within 90 days of receipt of such notice, (ii) the Depositor executes
and delivers to the Property Trustee and the Depository a written order stating
that it elects to terminate the book-entry system through the Depositary or
(iii) there shall have occurred and be continuing a Debenture Event of Default.

         (c) If a Trust Preferred Security is to be exchanged in whole or in
part for a beneficial interest in a Global Trust Preferred Security, then either
(i) such Global Trust 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
Trust Preferred Securities to be so exchanged for a beneficial interest therein,
as the case may be, by means of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Property Trustee, in accordance with the
rules and procedures of the Depositary for such Global Trust Preferred Security
(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 Trust Preferred Security by or
on behalf of the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees shall execute and the Property Trustee shall, subject to
Section 504(b) and as otherwise provided in this Article V, authenticate and
deliver any Trust Preferred Securities issuable in exchange for such Global
Trust 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 Trust Preferred Security executed, authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, a
Global Trust Preferred Security or any portion thereof, whether pursuant to this
Article V or otherwise, shall be executed, authenticated and delivered in the
form of, and shall be, a Global Trust Preferred Security, unless such Global
Trust Preferred Security is registered in the name of a Person other than the
Clearing Agency for such Global Trust Preferred Security or a nominee thereof.

         (e) The Clearing Agency or its nominee, as the registered owner of a
Global Trust Preferred Security, shall be considered the Holder of the Trust
Preferred Securities represented by such Global Trust Preferred Security for all
purposes under this Trust Agreement and the Trust Preferred Securities, and
owners of beneficial interests in such Global Trust 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 Trust 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 Trust Preferred Securities shall be
shown only on, and the transfer of such interest shall be effected only through,
records


                                      -23-
<PAGE>   29

maintained by the Clearing Agency or its nominee. Neither the Property Trustee,
the Securities Registrar nor Depositor shall have any liability in respect of
any transfers effected by the Clearing Agency.

         (f) (i) Neither the Depositor, the Trust nor any Trustee shall have any
responsibility or obligation to any beneficial owner of a Global Security, any
participant in the Depositary or other Person with respect to the accuracy of
the records of the Depositary or its nominee or of any participant thereof, with
respect to any ownership interest in the Trust Preferred Securities or with
respect to the delivery to any participant in the Depositary, beneficial owner
or other Person (other than the Depositary) of any notice (including any notice
of redemption) or the payment of any amount, under or with respect to such Trust
Preferred Securities. All notices and communications to be given to the Holders
and all payments to be made to Holders under the Trust Preferred Securities
shall be given or made only to or upon the order of the registered Holders
(which shall be the Depositary or its nominee in the case of a Global Security).
The rights of beneficial owners in any Global Security shall be exercised only
through the Depositary subject to the applicable rules and procedures of the
Depositary. The Property Trustee and Securities Registrar may conclusively rely
and shall be fully protected in relying upon information furnished by the
Depositary or any agent thereof with respect to its participants and any
beneficial owners.

         (ii) The Property Trustee and the Security Registrar shall have no
obligation or duty to monitor, determine or inquire as to the compliance with
any restrictions on transfer imposed under this Trust Agreement or under
applicable law with respect to any transfer of any interest in any Trust
Preferred Security (including any transfers between or among Depositary
participants or beneficial owners in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Trust Agreement and to examine the same to determine substantial
compliance as to form with the express requirements hereof.

SECTION 504.      REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST
                  PREFERRED SECURITIES CERTIFICATES.

         (a) The Trust shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 508, a register or registers for the purpose of
registering Trust Securities Certificates and, subject to the provisions of
Section 503A, transfers and exchanges of Trust Securities Certificates (herein
referred to as the "Securities Register") in which the registrar designated by
the Depositor (the "Securities Registrar"), subject to such reasonable
regulations as it may prescribe, shall provide for the registration of Trust
Preferred Securities Certificates and Common Securities Certificates (subject to
Section 510 in the case of the Common Securities Certificates) and registration
of transfers and exchanges of Trust Preferred Securities Certificates as herein
provided. The Property Trustee is hereby appointed the initial Securities
Registrar, and in such capacity shall keep the Securities Register at its
Corporate Trust Office.

         (b) Subject to the provisions of Section 503A, upon surrender for
registration of transfer of any Trust Preferred Securities Certificate at the
office or agency maintained pursuant to Section 508, the Administrative Trustees
or any one of them shall execute and deliver to the Property Trustee, and the
Property Trustee shall authenticate and make available for delivery, in the name
of the designated transferee or transferees, one or more new Trust Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee or
Trustees. The Securities Registrar shall not be required to register the
transfer of any Trust Preferred Securities that have been called for redemption.
At the option of a Holder thereof, Trust Preferred Securities Certificates may
be exchanged for other Trust Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount upon
surrender of the Trust Preferred Securities Certificates to be exchanged at the
office or agency maintained pursuant to Section 508.

         (c) Every Trust Preferred Securities Certificate presented or
surrendered for registration of transfer or exchange, subject to the provisions
of Section 503A, shall be accompanied by a written instrument of transfer in
form satisfactory to the Property Trustee and the Securities Registrar duly
executed by the Holder or his attorney duly authorized in writing. Each Trust
Preferred Securities Certificate surrendered for registration of transfer or
exchange shall be canceled and subsequently disposed of by the Property Trustee
in accordance with its customary practice. The Trust shall not be required to
(i) issue, register the transfer of, or exchange any Trust Preferred Securities
during a period beginning at the opening of business 15 calendar days before the
date of mailing of a notice of redemption of any Trust Preferred


                                      -24-
<PAGE>   30

Securities called for redemption and ending at the close of business on the day
of such mailing; or (ii) register the transfer of or exchange any Trust
Preferred Securities so selected for redemption, in whole or in part, except the
unredeemed portion of any such Trust Preferred Securities being redeemed in
part.

         (d) No service charge shall be made for any registration of transfer or
exchange of Trust Preferred Securities, subject to the provisions of Section
503A, but the Securities Registrar may require payment of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Trust Preferred Securities.

         (e) Trust Preferred 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 Preferred Security
not made in accordance with this Trust Agreement shall be null and void. A Trust
Preferred Security that is not a Global Trust Preferred Security may be
transferred, in whole or in part, to a Person who takes delivery in the form of
another Trust Preferred Security that is not a Global Trust Preferred Security
as provided in Section 504(a). A beneficial interest in a Global Trust Preferred
Security may be exchanged for a Trust Preferred Security that is not a Global
Trust Preferred Security only as provided in Section 503A.

SECTION 505.      MUTILATED, DESTROYED, LOST OR STOLEN TRUST
                  SECURITIES CERTIFICATES.

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

SECTION 506.      PERSONS DEEMED SECURITYHOLDERS.

         The Trust, Trustees, Paying Agent and Securities Registrar shall treat
the Person in whose name any Trust Securities shall be registered in the
Securities Register as the owner of such Trust


                                      -25-
<PAGE>   31

Securities for the purpose of receiving Distributions and for all other purposes
whatsoever, and neither the Trustees nor the Securities Registrar shall be bound
by any notice to the contrary.

SECTION 507.      ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND
                  ADDRESSES.

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

SECTION 508.      MAINTENANCE OF OFFICE OR AGENCY.

         The Trust shall maintain, or cause to be maintained, in The City of New
York, New York or Wilmington, Delaware or other location designated by the
Administrative Trustees, an office or offices or agency or agencies where Trust
Preferred Securities Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Trustees in
respect of the Trust Securities Certificates may be served. The Administrative
Trustees initially designate the Corporate Trust Office of the Property Trustee,
as the principal office for such purposes. The Administrative Trustees shall
give prompt written notice to the Depositor, the Property Trustee and the
Securityholders of any change in the location of the Securities Register or any
such office or agency.

SECTION 509.      APPOINTMENT OF PAYING AGENT.

         The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Property


                                      -26-
<PAGE>   32

Trustee, and any co-paying agent chosen by the Property Trustee, and acceptable
to the Administrative Trustees and the Depositor. Any Person acting as Paying
Agent shall be permitted to resign as Paying Agent upon 30 days written notice
to the Administrative Trustees, the Property Trustee and the Depositor. In the
event that the Property Trustee shall no longer be the Paying Agent or a
successor Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor that is acceptable to the
Property Trustee and the Depositor to act as Paying Agent (which shall be a bank
or trust company). The Administrative Trustees shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent shall hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and, upon removal of a Paying Agent, such Paying Agent shall
also return all funds in its possession to the Property Trustee. The provisions
of Sections 801, 803 and 806 shall apply to the Property Trustee also in its
role as 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 510.      OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

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

SECTION 511.      TRUST SECURITIES CERTIFICATES.

         (a) Upon their original issuance, Trust Preferred Securities
Certificates shall be issued in the form of one or more fully registered Global
Trust Preferred Securities Certificates which will be deposited with or on
behalf of the Clearing Agency and registered in the name of the Clearing
Agency's nominee and held by the Property Trustee as custodian therefor or if
requested by DTC or by an Administrative Trustee and accepted by DTC, held by
DTC. Unless and until it is exchangeable in whole or in part for the Trust
Preferred Securities in definitive form, a global security may not be
transferred except as a whole by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or
another nominee of the Clearing Agency or by the Clearing Agency or any such
nominee to a successor of such Clearing Agency or a nominee of such successor.

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


                                      -27-

<PAGE>   33

SECTION 512.      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 Trust Preferred Securities
are represented by a Global Trust Preferred Securities Certificate, all such
notices and communications specified herein shall be given to the Clearing
Agency, and neither the Trust nor any trustee shall have any obligations to
provide notice to the owners of the beneficial interest in the Global Trust
Preferred Securities.

SECTION 513.      RIGHTS OF SECURITYHOLDERS.

         (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 209, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The issuance of
Trust Preferred Securities is not subject to, and the Trust Preferred Securities
shall have no, preemptive or similar rights to subscribe for additional Trust
Preferred Securities. When issued and delivered to Holders of the Trust
Preferred Securities against payment of the purchase price therefor, the Trust
Preferred Securities shall be fully paid and nonassessable interests in the
Trust. The Holders of the Trust 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 Trust 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 Trust
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 Trust Preferred Securities remain outstanding,
upon a Debenture Event of Default arising from the failure to pay interest or
principal on the Debentures, the Holders of any Trust Preferred Securities then
Outstanding shall, to the fullest extent permitted by law, have the right to
directly institute proceedings for enforcement of payment to such Holders of
principal of or interest on the Debentures having a principal amount equal to
the Liquidation Amount of the Trust Preferred Securities of such Holders.


                                      -28-
<PAGE>   34

                                   ARTICLE VI
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

SECTION 601.      LIMITATIONS ON VOTING RIGHTS.

         (a) Except as otherwise provided in this Section 601, in Sections 512,
810 and 1002 and in the Indenture and as otherwise required by law, no Holder of
Trust Preferred Securities shall have any right to vote or in any manner
otherwise control the administration, operation and management of the Trust or
the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

         (b) So long as any Debentures are held by the Property Trustee on
behalf of the Trust, 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 Trust 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 Outstanding Trust Preferred Securities. The Trustees shall not revoke any
action previously authorized or approved by a vote of the Holders of the
Outstanding Trust Preferred Securities, except by a subsequent vote of the
Holders of the Outstanding Trust Preferred Securities. The Property Trustee
shall notify each Holder of the Outstanding Trust 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 Trust Preferred Securities, prior to taking any of the foregoing actions,
the Trustees shall, at the expense of the Depositor, obtain an Opinion of
Counsel experienced in such matters to the effect that the Trust shall continue
to be classified as a grantor trust and not as an association taxable as a
corporation for United States federal income tax purposes on account of such
action.

         (c) If any proposed amendment to the Trust Agreement provides for, or
the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Trust 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 Trust 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 a majority in Liquidation
Amount of the Outstanding Trust Preferred Securities. No amendment to this Trust
Agreement may be made if, as a result of such


                                      -29-
<PAGE>   35

amendment, the Trust would cease to be classified as a grantor trust or would be
classified as an association taxable as a corporation for United States federal
income tax purposes.

SECTION 602.      NOTICE OF MEETINGS.

         Notice of all meetings of the Holders of Trust Preferred Securities,
stating the time, place and purpose of the meeting, shall be given by the
Property Trustee pursuant to Section 1008 to each Holder of Trust Preferred
Securities, 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 603.      MEETINGS OF TRUST PREFERRED SECURITYHOLDERS.

         (a) No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Securityholders to
vote on any matter in respect of which Holders of Trust Preferred Securities are
entitled to vote upon the written request of the Holders of 25% of the
Outstanding Trust 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 Holders of Trust Preferred Securities to
vote on any matters as to which the such Holders are entitled to vote.

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

         (c) If a quorum is present at a meeting, an affirmative vote by Holders
of Trust Preferred Securities present, in person or by proxy, holding not less
than a majority of the Trust Preferred Securities (based upon their aggregate
Liquidation Amount) held by the Holders of Trust Preferred Securities of record
present, either in person or by proxy, at such meeting shall constitute the
action of the Securityholders, unless this Trust Agreement requires a greater
number of affirmative votes.

SECTION 604.      VOTING RIGHTS.

         Securityholders shall be entitled to one vote for each $25 of
Liquidation Amount represented by their Trust Securities (with any fractional
multiple thereof rounded up or down as the case may be to the closest integral
multiple) in respect of any matter as to which such Securityholders are entitled
to vote.

SECTION 605.      PROXIES, ETC.

         At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy, shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustees, or
with such other officer or agent of the Trust as the


                                      -30-
<PAGE>   36

Administrative Trustees may direct, for verification prior to the time at which
such vote shall be taken. Only Holders of record shall be entitled to vote. When
Trust Securities are held jointly by several persons, any one of them may vote
at any meeting in person or by proxy in respect of such Trust Securities, but if
more than one of them shall be present at such meeting in person or by proxy,
and such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Trust Securities. A
proxy purporting to be executed by or on behalf of a Securityholder shall be
deemed valid unless challenged at or prior to its exercise, and, the burden of
proving invalidity shall rest on the challenger. No proxy shall be valid more
than three years after its date of execution.

SECTION 606.      SECURITYHOLDER ACTION BY WRITTEN CONSENT.

         Any action which may be taken by Securityholders at a meeting may be
taken without a meeting if Securityholders holding not less 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 607.      RECORD DATE FOR VOTING AND OTHER PURPOSES.

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

SECTION 608.      ACTS OF SECURITYHOLDERS.

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

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary


                                      -31-
<PAGE>   37

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 Trust Preferred Securities shall be proved by the
Securities Register.

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

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

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

SECTION 609.      INSPECTION OF RECORDS.

         Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection at the principal
executive office of the Trust (as indicated in Section 202) by Holders of the
Trust Securities during normal business hours for any purpose reasonably related
to such Holder's interest as a record holder.

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

SECTION 701.      REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY AND THE
                  PROPERTY TRUSTEE.

         The Trust Company and the Property Trustee, each severally and solely,
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


                                      -32-
<PAGE>   38


Trustee hereunder, (in the case of a Successor Property Trustee the term "Trust
Company" as used herein shall be deemed to refer to such Successor Property
Trustee in its separate corporate capacity), hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

         (a) the Trust Company is validly existing and in good standing under
the laws of the jurisdiction governing its organization;

         (b) the Trust Company 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 relating to or affecting the rights and remedies of
creditors generally, and to general principles of equity and the discretion of
the court (regardless of whether considered in a proceeding in equity or at
law);

         (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 the stockholders of the Trust Company and such execution, delivery
and performance shall not (i) violate the Trust Company'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
(in each case not related to the transactions contemplated in this Trust
Agreement) to which the Property Trustee or the Trust Company 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 Trust Company (as appropriate in context) or any
order, judgment or decree applicable to the Property Trustee or the Trust
Company;

         (e) neither the authorization, execution or delivery by the Property
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Property Trustee contemplated herein requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other action
with respect to any governmental authority or agency under any existing Delaware
or United States federal law governing the banking or trust powers of the Trust
Company or the Property Trustee, other than the filing of a Certificate of Trust
with the Secretary of State of the State of Delaware and other than as otherwise
expressly required or contemplated hereunder;

         (f) there are no proceedings pending or, to the best of the Property
Trustee's knowledge, threatened against or affecting the Trust Company 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; and


                                      -33-
<PAGE>   39


         (g) the Property Trustee is a Person eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000.

SECTION 702.      REPRESENTATIONS AND WARRANTIES OF THE DELAWARE TRUST COMPANY
                  AND THE DELAWARE TRUSTEE.

         The Delaware Trust Company and the Delaware Trustee, each severally and
solely 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 Trust Company"
being used to refer to such Successor Delaware Trustee in its separate corporate
capacity), hereby represents and warrants (as applicable) for the benefit of the
Depositor and the Securityholders that:

         (a) the Delaware Trust Company has its principal place of business in
the State of Delaware, and is duly organized, validly existing and in good
standing under the laws of the jurisdiction governing its organization;

         (b) the Delaware Trust Company 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 other similar laws relating to or affecting the rights and
remedies of creditors generally, and to general principles of equity and the
discretion of the court (regardless of whether considered in a proceeding in
equity or at law);

         (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 the stockholders of the Delaware Trust Company and such execution,
delivery and performance shall not (i) violate the Delaware Trust Company'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 (in each case, not related to the transactions
contemplated in this Trust Agreement) to which the Delaware Trust Company 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 Trust
Company or the Delaware Trustee (as appropriate in context) or any order,
judgment or decree applicable to the Delaware Trust Company or the Delaware
Trustee;

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


                                      -34-
<PAGE>   40

powers of the Delaware Trustee, as the case may be, other than the filing of the
Certificate of Trust with the Secretary of State of the State of Delaware and
other than as otherwise expressly required or contemplated hereunder; and

         (f) there are no proceedings pending or, to the best of the Delaware
Trustee's knowledge, threatened against or affecting the Delaware Trustee or
the Delaware Trust Company 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 the Delaware Trustee under this Trust Agreement.

SECTION 703.      REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

         (a) the Trust Securities Certificates issued on the Closing Date on
behalf of the Trust have been duly authorized and, shall 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 Securityholders shall be, as of such date, entitled to
the benefits of this Trust Agreement; and

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

                                  ARTICLE VIII
                                    TRUSTEES

SECTION 801.      CERTAIN DUTIES AND RESPONSIBILITIES.

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


                                      -35-
<PAGE>   41

such Trustee's good faith reliance on the provisions of this Trust Agreement. To
the extent that the provisions of this Trust Agreement restrict the duties and
liabilities of the Trustees otherwise existing at law or in equity, such
provisions are agreed by the Depositor and the Securityholders to replace such
other duties and liabilities of the Delaware Trustees.

         (b) All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each
Securityholder, by its acceptance of a Trust Security, agrees that it shall look
solely to the revenue and proceeds from the Trust Property to the extent legally
available for distribution to it as herein provided and that the Trustees are
not personally liable to it for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security. This
Section 801(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Trust Agreement or, in the case of the Property Trustee, in
the Trust Indenture Act.

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

                  (i) prior to the occurrence of any Event of Default and after
         the curing or waiving of all such Events of Default that may have
         occurred:

                           (A) the duties and obligations of the Property
                  Trustee shall be determined solely by the express provisions
                  of this Trust Agreement (including pursuant to Section 1010)
                  and no implied covenants shall be read into this Trust
                  Agreement against the Property Trustee, and the Property
                  Trustee shall not be liable except for the performance of such
                  duties and obligations as are specifically set forth in this
                  Trust Agreement (including pursuant to Section 1010); and

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

                  (ii) 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;

                  (iii) 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;


                                      -36-
<PAGE>   42

                  (iv) 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; and

                  (v) the Property Trustee shall not be liable for any interest
         on any money received by it except as it may otherwise agree with the
         Depositor, and money held by the Property Trustee need not be
         segregated from other funds held by it except in relation to the
         Payment Account maintained by the Property Trustee pursuant to Section
         301 and except to the extent otherwise required by law.

         (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 802.      CERTAIN NOTICES.

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

         (b) The Administrative Trustees shall transmit, to the Securityholders
in the manner and to the extent provided in Section 1008, notice of the
Depositor's election to begin or further extend an Extended Interest 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 803.      CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 801:

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


                                      -37-
<PAGE>   43

         (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, or determines that it desires clarification
or guidance regarding its performance under this Trust Agreement, then, except
as to any matter as to which the Trust Preferred Securityholders are
specifically 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 until the Property Trustee has
received such instructions from the Depositor after it has delivered such
notice, it may, but shall be under no duty to, take or refrain from taking such
action with respect to matters specified in its request as it shall, in good
faith, deem advisable and to be in the best interests of the Securityholders;

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

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


                                      -38-
<PAGE>   44

         (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 Securityholders, 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 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, but shall not be responsible for any misconduct by or
negligence of such person;

         (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 conclusively relying on or acting in accordance with such
instructions;

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

         (l) when the Property Trustee incurs expenses or renders services in
connection with a Bankruptcy Event, such expenses (including the fees and
expenses of its counsel) and the compensation for such services are intended to
constitute expenses of administration under any bankruptcy law or law relating
to creditor's rights generally;

         (m) the Property Trustee shall not be charged with knowledge of an
Event of Default unless a Responsible Officer of the Property Trustee has
obtained actual knowledge of such event or the Property Trustee has received
written notice of such event from any Holder or the Depositor;


                                      -39-
<PAGE>   45

         (n) 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 of Trust Preferred Securities pursuant to this
Trust Agreement, or indemnity reasonably satisfactory to it against the costs,
expenses (including reasonable attorney's fees and expenses) and liabilities
which might be incurred by it in compliance with such request or direction,
including such reasonable advances as may be requested by the Property Trustee.

SECTION 804.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                  SECURITIES.

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

SECTION 805.      MAY HOLD SECURITIES.

         Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 808 and 813 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

SECTION 806.      COMPENSATION; INDEMNITY; FEES.

         The Depositor agrees:

         (a) to pay to the Trustees from time to time 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), and in the case of the Property Trustee, as set forth in a written
agreement between the Depositor and the Property Trustee;

         (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 the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) the Trust Company and the Delaware Trust Company, (ii) each
Trustee, (iii) any Affiliate of the Trust Company, the Delaware Trust Company or
any Trustee (iv) any officer, director, shareholder, employee, representative or
agent of the Delaware Trust Company, The Trust Company or any Trustee and (v)
any employee or agent of the Trust or its Affiliates (each of the foregoing
referred to herein as an "Indemnified Person"), from and against any loss,
damage, liability, tax, penalty, expense or claim of any kind or nature
whatsoever incurred by such


                                      -40-
<PAGE>   46

Indemnified Person by reason of the creation, operation, liquidation or
termination of the Trust or any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in an manner such
Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by this Trust Agreement, except that no
Indemnified Person shall be entitled to be indemnified pursuant to this Section
806 in respect of any loss, damage or claim to the extent incurred by such
Indemnified Person by reason of its own negligence, bad faith or willful
misconduct with respect to such acts or omissions; and

         (d) to the fullest extent permitted by applicable law, to advance, from
time to time, prior to the final disposition of any claim, demand, action, suit
or proceeding for which indemnification is authorized pursuant to subsection (c)
above, any expenses (including reasonable legal fees) incurred by an Indemnified
Person in defending such claim, demand, action, suit or proceeding upon receipt
by the Depositor of an undertaking by or on behalf of the Indemnified Person to
repay such amount if it shall be determined that the Indemnified Person is not
entitled to be indemnified as authorized in subsection (c) above. The provisions
of this Section 806 shall survive the resignation or removal of the Property
Trustee and/or the Delaware Trustee and shall survive the termination or the
satisfaction and discharge of this Trust Agreement.

         Each Trustee may claim a Lien or charge on Trust Property as a result
of any amount due and unpaid pursuant to this Section 806. The Property Trustee
and the Delaware Trustee may be the same Person.

SECTION 807.      CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY
                  OF TRUSTEES.

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

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

         (c) There shall at all times be a Delaware Trustee with respect to the
Trust Securities. The Delaware Trustee shall either be (i) a natural person who
is at least 21 years of age and a resident of the State of Delaware; or (ii) a
legal entity with its principal place of business in the


                                      -41-
<PAGE>   47

State of Delaware and that otherwise meets the requirements of applicable
Delaware law that shall act through one or more persons authorized to bind such
entity.

SECTION 808.      CONFLICTING INTERESTS.

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

SECTION 809.      CO-TRUSTEES AND SEPARATE TRUSTEE.

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

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

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

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


                                      -42-
<PAGE>   48

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

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

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

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

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

SECTION 810.      RESIGNATION AND REMOVAL; APPOINTMENT OF
                  SUCCESSOR.

         (a) No resignation or removal of any Trustee (the "Relevant Trustee")
and no appointment of a successor Trustee pursuant to this Article VIII shall
become effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 811.

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


                                      -43-
<PAGE>   49

         (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 Holder of the
Common Securities. 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 Trust Preferred Securities, delivered to the Relevant Trustee (in
its individual capacity and on behalf of the Trust). An Administrative Trustee
may be removed by the Common Securityholder at any time.

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

         (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
Securityholders in the manner provided in Section 1008 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

         (f) Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of remaining


                                      -44-
<PAGE>   50

Administrative Trustees if there are at least two of them; or (b) otherwise by
the Depositor (with the successor in each case being a Person who satisfies the
eligibility requirement for Administrative Trustees set forth in Section 807).

SECTION 811.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a) In case of the appointment hereunder of a successor Relevant
Trustee with respect to the Trust Securities and the Trust, the retiring
Relevant Trustee, upon the payment in full to it of all amounts it is entitled
to under this Trust Agreement, including Section 806, 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.

SECTION 812.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                  BUSINESS.

         Any Person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of such
Relevant Trustee, shall be the successor of such Relevant Trustee hereunder,
provided such Person shall be otherwise qualified and eligible under this
Article VIII, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.


                                      -45-
<PAGE>   51

SECTION 813.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                  DEPOSITOR OR TRUST.

         If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall 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 814.      REPORTS BY PROPERTY TRUSTEE.

         (a) Not later than July 15 of each year commencing with July 15, 2001,
the Property Trustee shall transmit to all Securityholders in accordance with
Section 1008, and to the Depositor, a brief report dated as of May 15 with
respect to:

                  (i) its eligibility under Section 807 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 Securityholders
such reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto, as set forth in Section 1010 of
this Trust Agreement.

         (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,
and each national securities exchange or other organization upon which the Trust
Securities are listed, and also with the Commission and the Depositor.

SECTION 815.      REPORTS TO THE PROPERTY TRUSTEE.

         The Depositor and the Administrative Trustees shall annually file with
the Property Trustee a certificate specifying whether such person is in
compliance with all the terms and covenants hereunder applicable to such persons
and shall provide to the Property Trustee such documents, reports and
information as required by Section 314 of the Trust Indenture Act (if any) and
the compliance certificate required by Section 314(a) of the Trust Indenture Act
in the form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.


                                      -46-
<PAGE>   52

SECTION 816.      EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

SECTION 817.      NUMBER OF TRUSTEES.

         (a) The number of Trustees shall be five, provided that the Holder of
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 817(a), or if the
number of Trustees is increased pursuant to Section 817(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 810.

         (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to dissolve, terminate or annul the Trust or terminate this Trust Agreement.
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 810, the Administrative Trustees in office, regardless
of their number (and notwithstanding any other provision of this Agreement),
shall have all the powers granted to the Administrative Trustees and shall
discharge all the duties imposed upon the Administrative Trustees by this Trust
Agreement.

SECTION 818.      DELEGATION OF POWER.

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

SECTION 819.      VOTING.

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


                                      -47-
<PAGE>   53


                                   ARTICLE IX
                       TERMINATION, LIQUIDATION AND MERGER

SECTION 901.      TERMINATION UPON EXPIRATION DATE.

         Unless earlier dissolved, the Trust shall automatically dissolve on,
_____________, 2031 (the "Expiration Date") subject to distribution of the Trust
Property in accordance with Section 904.

SECTION 902.      EARLY TERMINATION.

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

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

         (b) delivery of written direction to the Property Trustee by the
Depositor at any time (which direction is wholly optional and within the
discretion of the Depositor, subject to Depositor having received prior approval
of the Board of Governors of the Federal Reserve System if so required under
applicable guidelines, policies or regulations thereof) to dissolve the Trust
and distribute the Debentures to Securityholders in exchange for the Trust
Preferred Securities in accordance with Section 904;

         (c) the redemption of all of the Trust Preferred Securities in
connection with the redemption of all of the Debentures (whether upon a
Debenture Redemption Date or the maturity of the Debentures); or

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

SECTION 903.      TERMINATION.

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


                                      -48-
<PAGE>   54

SECTION 904.      LIQUIDATION.

         (a) If an Early Termination Event specified in clause (a), (b), or (d)
of Section 902 occurs or upon the Expiration Date, the Trust shall be liquidated
by the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Debentures,
subject to Section 904(d). Notice of liquidation shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not less 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 904(d) applies, receive a Liquidation
         Distribution, as the Administrative Trustees or the Property Trustee
         shall deem appropriate.

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

         (c) Except where Section 902(c) or 904(d) applies, after the
Liquidation Date, (i) the Trust Securities shall no longer be deemed to be
outstanding; (ii) certificates representing a Like Amount of 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 Trust 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
Securityholders holding Trust Securities shall cease, except the right of such
Securityholders to receive Debentures upon surrender of Trust Securities
Certificates.


                                      -49-
<PAGE>   55

         (d) In the event that, notwithstanding the other provisions of this
Section 904, whether because of an order for dissolution of the Trust entered by
a court of competent jurisdiction or otherwise, distribution of the Debentures
in the manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution,
winding-up or other termination of the Trust, Securityholders shall be entitled
to receive out of the assets of the Trust available for distribution to
Securityholders, after satisfaction of liabilities to creditors of the Trust 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 Trust Preferred Securities, except that, if a Debenture Event of
Default has occurred and is continuing, the Trust Preferred Securities shall
have a priority over the Common Securities. Following the dissolution of the
Trust and after completion of the winding up of the affairs of the Trust
pursuant to this Section 904(d), the Property Trustee shall file a Certificate
of Cancellation with the Delaware Secretary of State.

SECTION 905.      MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR
                  REPLACEMENTS OF THE TRUST.

         The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Section 905. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Trust
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 Trust Preferred Securities; or (b) substitutes for the
Trust Preferred Securities other securities having substantially the same terms
as the Trust Preferred Securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Trust 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 Trust 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 Trust Preferred Securities (including any


                                      -50-
<PAGE>   56

Successor Securities) in any material respect; (v) such successor entity has a
purpose substantially identical to that of the Trust; (vi) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an 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
Trust 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 (vii) 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, except
with the consent of Holders of 100% in Liquidation Amount of the Trust Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other Person or permit any other Person to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified as
other than a grantor trust for United States federal income tax purposes.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

SECTION 1001.           LIMITATION OF RIGHTS OF SECURITYHOLDERS.

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

SECTION 1002.           AMENDMENT.

         (a) This Trust Agreement may be amended from time to time by the
Trustees and the Depositor, without the consent of any Securityholders, (i) as
provided in Section 811 with respect to acceptance of appointment by a successor
Trustee; (ii) to cure any ambiguity, correct or supplement any provision herein
which may be inconsistent with any other provision herein, 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


                                      -51-
<PAGE>   57

affect in any material respect the interests of any Securityholder, and any
amendments of this Trust Agreement shall become effective when notice thereof is
given to the Securityholders.

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

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

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

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

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

         (g) 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 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.


                                      -52-
<PAGE>   58

SECTION 1003.           SEPARABILITY.

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

SECTION 1004.           GOVERNING LAW.

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

SECTION 1005.           PAYMENTS DUE ON NON-BUSINESS DAY.

         If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day which is a Business Day, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day (and without any reduction of
interest or any other payment in respect of any such acceleration), in each case
with the same force and effect as though made on the date fixed for such
payment, and no distribution shall accumulate thereon for the period after such
date.

SECTION 1006.           SUCCESSORS.

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

SECTION 1007.           HEADINGS.

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

SECTION 1008.           REPORTS, NOTICES AND DEMANDS.

         Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Holder of Trust Preferred Securities, to such Holder of Trust Preferred
Securities as such Securityholder's name and address may appear on the
Securities Register; and (b) in the case of the Holder of the Common Securities
or the Depositor, to Front Range Capital Corporation,


                                      -53-
<PAGE>   59

1020 Century Drive, Suite 202, Louisville, Colorado 80027-9417; Attention:
Robert L. Beauprez, facsimile no.: (303) 926-0299. Any notice to Holders of
Trust Preferred Securities shall also be given to such beneficial owners of
Trust Preferred Securities as have, within two years preceding the giving of
such notice, filed their names and addresses with the Property Trustee for that
purpose. Such notice, demand or other communication to or upon a Securityholder
shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission. Any notice, demand or other
communication which by any provision of this Trust Agreement is required or
permitted to be given or served to or upon the Trust, the Property Trustee, the
Delaware 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 Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration-Front Range Capital Trust I; (b) with respect to
the Delaware Trustee, to the name and address listed in (a) above, and (c) with
respect to the Administrative Trustees, to them at the address above for notices
to the Depositor, marked "Attention: Administrative Trustees of Front Range
Capital Trust I." 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, as the case may be.

SECTION 1009.           AGREEMENT NOT TO PETITION.

         Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, 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 or any of the Trustees takes action
in violation of this Section 1009, the Property Trustee agrees, for the benefit
of Securityholders, that at the expense of the Depositor (which expense shall be
paid prior to the filing), it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor or such
Trustee against the Trust or the commencement of such action and raise the
defense that the Depositor or such Trustee has agreed in writing not to take
such action and should be estopped and precluded therefrom. The provisions of
this Section 1009 shall survive the termination of this Trust Agreement.

SECTION 1010.           TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE
                        ACT.

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


                                      -54-
<PAGE>   60

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

         (c) Lists of Holders of Trust Preferred Securities. (i) Each of the
Depositor and the Administrative Trustees on behalf of the Trust shall provide
the Property Trustee with such information as is required under Section 312(a)
of the Trust Indenture Act at the times and in the manner provided in Section
312(a) and (ii) the Property Trustee shall comply with its obligations under the
Trust Indenture Act.

         (d) Periodic Reports to Property Trustee. Each of the Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee, the Commission and the Holders of the Trust Securities, as applicable,
such documents, reports and information as required by Section 315(a)(1) - (3)
(if any) of the Trust Indenture Act and the compliance certificates required by
Section 314(a)(4) and (c) of the Trust Indenture Act (provided that any
certificate to be provided pursuant to Section 314(a)(4) of the Trust Indenture
Act shall be provided within 120 days of the end of each fiscal year of the
Trust).

         (e) Disclosure Information. The disclosure of information as to the
names and addresses of the Holders of Trust Securities in accordance with
Section 312 of the Trust Indenture Act, regardless of the source from which such
information was derived, shall not be deemed to be a violation of any existing
law or any law hereafter enacted which does not specifically refer to Section
312 of the Trust Indenture Act, nor shall the Property Trustee be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the Trust Indenture Act.

         (f) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Trust Agreement by any
of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Trust Agreement modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Trust Agreement as so modified
or to be excluded, as the case may be. The application of the Trust Indenture
Act to this Trust Agreement shall not affect the nature of the Securities as
equity securities representing undivided beneficial interests in the assets of
the Trust.

SECTION 1011.           ACCEPTANCE OF TERMS OF TRUST AGREEMENT,
                        GUARANTEE AND INDENTURE.

         THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE INDENTURE, AND SHALL


                                      -55-
<PAGE>   61

CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT
THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND
EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

SECTION 1012.           COUNTERPARTS.

         This Trust Agreement may be executed in one or more counterparts, each
of which shall be deemed an original for purposes of enforcement hereof and all
signatures hereon shall be as though signed on one document.

                            [SIGNATURE PAGE FOLLOWS]


                                      -56-
<PAGE>   62

         IN WITNESS WHEREOF, the undersigned have executed this Trust Agreement
as of the date first above written.

                                   FRONT RANGE CAPITAL CORPORATION


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



                                   WILMINGTON TRUST COMPANY,
                                   as Property Trustee.


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


                                   WILMINGTON TRUST COMPANY,
                                   as Delaware Trustee.


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


                                   ---------------------------------------------
                                   Robert L. Beauprez, not in his individual
                                   capacity, but solely as Administrative
                                   Trustee.


                                   ---------------------------------------------
                                   William A. Mitchell, not in his individual
                                   capacity, but solely as Administrative
                                   Trustee.


                                   ---------------------------------------------
                                   Alice M. Bier, not in her individual
                                   capacity, but solely as Administrative
                                   Trustee.
<PAGE>   63


                                   EXHIBIT A

                             CERTIFICATE OF TRUST

                                      OF

                         FRONT RANGE CAPITAL TRUST I


         THIS CERTIFICATE OF TRUST OF FRONT RANGE CAPITAL TRUST I (the "Trust")
is being duly executed and filed by the undersigned Trustees on behalf of the
Trust to form a business trust under the Delaware Business Trust Act (12 Del. C.
Section 3801 et seq.) (the "Act").

         1.       Name. The name of the business trust being formed is Front
                  Range Capital Trust I.

         2.       Delaware Trustee. The name and business address of the Trustee
                  of the Trust with a principal place of business in the State
                  of Delaware is as follows:

                         Wilmington Trust Company
                         ATTN: Corporate Trust Administration
                         Rodney Square North
                         1100 North Market Street
                         Wilmington, Delaware 19890

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

                                WILMINGTON TRUST COMPANY,
                                not in its individual capacity, but solely as
                                Trustee

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

                                ROBERT L. BEAUPREZ, not in his individual
                                capacity, but solely as Administrative Trustee


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



                                WILLIAM A. MITCHELL, not in his individual
                                capacity, but solely as Administrative Trustee


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



                                ALICE M. BIER, not in her individual capacity,
                                but solely as Administrative Trustee


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


                                       A-1

<PAGE>   64


                                    EXHIBIT B

                      FORM OF COMMON SECURITIES CERTIFICATE


                      THIS CERTIFICATE IS NOT TRANSFERABLE


           Certificate Number 1 Number of Common Securities _________
                    Certificate Evidencing Common Securities
                                       of

                           FRONT RANGE CAPITAL TRUST I

                                Common Securities

                  (liquidation amount $25 per Common Security)


        Front Range Capital Trust I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that FRONT
RANGE CAPITAL CORPORATION (the "Holder") is the registered owner of
_______________ (_______) common securities of the Trust representing undivided
common beneficial interests in the assets of the Trust and designated the ____%
Common Securities (liquidation amount $25 per Common Security) (the "Common
Securities"). In accordance with Section 510 of the Trust Agreement (as defined
below), the Common Securities are not transferable and any attempted transfer
hereof shall be void. The designations, rights, privileges, restrictions,
preferences, and other terms and provisions of the Common Securities are set
forth in, and this certificate and the Common Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust dated as of, __________, 2000,
as the same may be amended from time to time (the "Trust Agreement"), including
the designation of the terms of the Common Securities as set forth therein. The
Trust shall furnish a copy of the Trust Agreement to the Holder without charge
upon written request to the Trust at its principal place of business or
registered office.

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

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


                                  FRONT RANGE CAPITAL TRUST I


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


                                       B-1

<PAGE>   65


                                    EXHIBIT C

                FORM OF AGREEMENT AS TO EXPENSES AND LIABILITIES


         AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
_________________ __, 2000, between FRONT RANGE CAPITAL CORPORATION a Colorado
corporation (the "Company"), and FRONT RANGE 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 __% Subordinated Debentures (the "Debentures")
from, the Company and to issue and sell Front Range Capital Trust I __%
Cumulative Trust Preferred Securities (the "Trust 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
Trust 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 Trust Preferred Securities or other similar interests in the Trust the
amounts due such holders pursuant to the terms of the Trust 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 Trust


                                       C-1

<PAGE>   66


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 Trust Preferred
Securities or any Beneficiary must restore payment of any sums paid under the
Trust Preferred Securities, under any Obligation, under the Trust Preferred
Securities Guarantee Agreement dated the date hereof by the Company and
Wilmington Trust Company, as guarantee trustee, or under this Agreement for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

SECTION 1.3            WAIVER OF NOTICE.

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

SECTION 1.4            NO IMPAIRMENT.

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

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

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

        (c) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust. There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, the Company with respect to the happening of any of the
foregoing.

SECTION 1.5            ENFORCEMENT.

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


                                       C-2

<PAGE>   67




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

SECTION 2.3            NOTICES.

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

        Front Range Capital Trust I
        1020 Century Drive, Suite 202
        Louisville, Colorado 80027-9417
        Facsimile No.:  (303) 926-0299
        Attention: Alice M. Bier, Administrative Trustee

        Front Range Capital Corporation
        1020 Century Drive, Suite 202
        Louisville, Colorado 80027-9417
        Facsimile No.:  (303) 926-0299
        Attention: Robert L. Beauprez, President

SECTION 2.4

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


                                       C-3

<PAGE>   68




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

                                  FRONT RANGE CAPITAL
                                  CORPORATION, a Colorado corporation

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



                                  FRONT RANGE CAPITAL TRUST I, a
                                  Delaware business trust


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



                                       C-4

<PAGE>   69


                                    EXHIBIT D

                 FORM OF TRUST PREFERRED SECURITIES CERTIFICATE


    CERTIFICATE NUMBER ________ NUMBER OF TRUST PREFERRED SECURITIES _________
              CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES OF

                           FRONT RANGE CAPITAL TRUST I


                    __% CUMULATIVE TRUST PREFERRED SECURITIES
              (LIQUIDATION AMOUNT $25 PER TRUST PREFERRED SECURITY)

                                      CUSIP


        Front Range Capital Trust I, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
_________________ (the "Holder") is the registered owner of _________ preferred
securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the __% Cumulative Trust Preferred Securities
(liquidation amount $25 per Trust Preferred Security) (the "Trust Preferred
Securities"). The Trust Preferred Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer as provided in
Section 504 of the Trust Agreement (as defined herein). The designations,
rights, privileges, restrictions, preferences, and other terms and provisions of
the Trust Preferred Securities are set forth in, and this certificate and the
Trust 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"), including the designation of
the terms of Trust Preferred Securities as set forth therein. The Holder is
entitled to the benefits of the Trust Preferred Securities Guarantee Agreement
entered into by Front Range Capital Corporation, a Colorado corporation, and
Wilmington Trust Company, as guarantee trustee, dated as of __________, 2000, as
the same may be amended from time to time (the "Guarantee"), to the extent
provided therein. The Trust shall furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written request to the Trust at its
principal place of business or registered office. Upon receipt of this
certificate, the Holder is bound by the Trust Agreement and is entitled to the
benefits thereunder.

         [IF THE TRUST PREFERRED SECURITIES CERTIFICATE IS TO BE A GLOBAL TRUST
PREFERRED SECURITIES CERTIFICATE, INSERT -- This Trust Preferred Securities
Certificate is a Global Trust Preferred Securities Certificate within the
meaning of the Trust Agreement hereinafter referred to and is registered in the
name of a Depository or a nominee of a Depository. This Trust Preferred
Securities Certificate is exchangeable for Trust Preferred Securities
Certificates registered in the name of a person other than the Depository or its
nominee only in the limited circumstances described in the Trust Agreement and
may not be transferred except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or to another
nominee of the Depository, except in the limited circumstances described in the
Trust Agreement.


                                       D-1

<PAGE>   70

        Unless this Trust Preferred Securities Certificate is presented by an
authorized representative of the Depository Trust Company, a New York
Corporation ("DTC"), to Front Range Capital Trust I or its agent for
registration of transfer, exchange or payment, and any Trust 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
Cede & Co. or to such entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE 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.]

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


                                       D-2

<PAGE>   71


        IN WITNESS WHEREOF, the Administrative Trustees of the Trust have
executed this Certificate this ____ day of __________, 2000.


                             FRONT RANGE CAPITAL TRUST I


                             By:
                                  ----------------------------------------------
                                  Robert L. Beauprez, not in his individual
                                  capacity, but solely as Administrative Trustee


                             By:
                                  ----------------------------------------------
                                  William A. Mitchell, not in his individual
                                  capacity, but solely as Administrative Trustee


                             By:
                                  ----------------------------------------------
                                  Alice M. Bier, not in her individual capacity,
                                  but solely as Administrative Trustee


                                       D-3

<PAGE>   72


                         FORM OF REVERSE OF CERTIFICATE


        The Trust will furnish without charge to any registered owner of Trust
Preferred Securities who so requests, a copy of the Trust Agreement and the
Guarantee. Any such request should be in writing and addressed to Front Range
Capital Trust I, c/o Front Range Capital Corporation, 1020 Century Drive, Suite
202, Louisville, Colorado 80027 or to the Registrar named on the face of this
Certificate.

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

               TEN CON - as tenants in common TEN ENT - as tenants in the
               entireties JT TEN - as joint tenants with right of survival
               UNIF GIFT MIN ACT - under Uniform Gift to Minors Act and not as
               tenants Additional abbreviations may also be used though not in
               the above list.

                                   ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

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

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

     (Please insert social security or other identifying number of assignee)

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

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

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


                                       D-4

<PAGE>   73




the within Certificate and all rights and interests represented by the Trust
Preferred Securities evidenced thereby, and hereby irrevocably constitutes and
appoints attorney to transfer the said Trust Preferred Securities on the books
of the within-named Trust with full power of substitution in the premises.

Dated:                               Signature:
      --------------------                      --------------------------------
                                     Note: The signature(s) to this assignment
                                     must correspond with the name(s) as written
                                     upon the face of this Certificate in every
                                     particular, without alteration or
                                     enlargement, or any change whatever.

Signature(s) Guaranteed:

NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution"
that is a member or participant in a "signature guarantee program" (i.e., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program).


                                       D-5

<PAGE>   74


                                    EXHIBIT E

                FORM OF TRUST PREFERRED SECURITIES CERTIFICATE OF
                                 AUTHENTICATION


        This is one of the __% Cumulative Trust Preferred Securities referred to
in the within-mentioned Amended and Restated Trust Agreement of Front Range
Capital Trust I.

                                 WILMINGTON TRUST COMPANY, not in its individual
                                 capacity, but solely as Property Trustee


                                 By:
                                      ------------------------------------------
                                      AUTHORIZED SIGNATURE



                                      E-1