<PAGE>   1
                                                                     EXHIBIT 4.6

                      AMENDED AND RESTATED TRUST AGREEMENT







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                              BVBC CAPITAL TRUST I


                      AMENDED AND RESTATED TRUST AGREEMENT


                                      AMONG


                       BLUE VALLEY BAN CORP., AS DEPOSITOR


                  WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE


                  WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE


                                       AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                        DATED AS OF               , 2000
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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I....................................................................1

   1.01 DEFINITIONS..........................................................1


ARTICLE II...................................................................9

   2.01 NAME.................................................................9

   2.02 OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS..........9

   2.03 INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES......9

   2.04 ISSUANCE OF THE PREFERRED SECURITIES................................10

   2.05 ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF JUNIOR
        SUBORDINATED DEBENTURES.............................................10

   2.06 DECLARATION OF TRUST................................................11

   2.07 AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS....................11

   2.08 ASSETS OF TRUST.....................................................15

   2.09 TITLE TO TRUST PROPERTY.............................................15


ARTICLE III.................................................................15

   3.01 PAYMENT ACCOUNT.....................................................15


ARTICLE IV..................................................................15

   4.01 DISTRIBUTIONS.......................................................15

   4.02 REDEMPTION..........................................................16

   4.03 SUBORDINATION OF COMMON SECURITIES..................................18

   4.04 PAYMENT PROCEDURES..................................................19

   4.05 TAX RETURNS AND REPORTS.............................................19

   4.06 PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.........................20

   4.07 PAYMENTS UNDER INDENTURE............................................20


ARTICLE V...................................................................20

   5.01 INITIAL OWNERSHIP...................................................20

   5.02 THE TRUST SECURITIES CERTIFICATES...................................20

   5.03 EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.............20

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   5.04 REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES
        CERTIFICATES......................................................  20

   5.05 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES..21

   5.06 PERSONS DEEMED SECURITYHOLDERS......................................22

   5.07 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES..............22

   5.08 MAINTENANCE OF OFFICE OR AGENCY.....................................22

   5.09 APPOINTMENT OF PAYING AGENT.........................................22

   5.10 OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.........................23

   5.11 BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; COMMON SECURITIES
        CERTIFICATE.........................................................23

   5.12 NOTICES TO CLEARING AGENCY..........................................24

   5.13 DEFINITIVE PREFERRED SECURITIES CERTIFICATES........................24

   5.14 RIGHTS OF SECURITYHOLDERS...........................................25


ARTICLE VI..................................................................26

   6.01 LIMITATIONS ON VOTING RIGHTS........................................26

   6.02 NOTICE OF MEETINGS..................................................27

   6.03 MEETINGS OF HOLDERS OF PREFERRED SECURITIES.........................27

   6.04 VOTING RIGHTS.......................................................27

   6.05 PROXIES, ETC........................................................27

   6.06 SECURITYHOLDER ACTION BY WRITTEN CONSENT............................28

   6.07 RECORD DATE FOR VOTING AND OTHER PURPOSES...........................28

   6.08 ACTS OF SECURITYHOLDERS.............................................28

   6.09 INSPECTION OF RECORDS...............................................29


ARTICLE VII.................................................................29


   7.01 REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY
        AND THE PROPERTY TRUSTEE............................................29

   7.02 REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY AND THE DELAWARE
        TRUSTEE.............................................................30

   7.03 REPRESENTATION AND WARRANTIES OF DEPOSITOR..........................31


ARTICLE VIII................................................................31

   8.01 CERTAIN DUTIES AND RESPONSIBILITIES.................................31

   8.02 CERTAIN NOTICES.....................................................33

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   8.03 CERTAIN RIGHTS OF PROPERTY TRUSTEE...................................33

   8.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES...............35

   8.05 MAY HOLD SECURITIES..................................................35

   8.06 COMPENSATION; INDEMNITY; FEES........................................35

   8.07 CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.........36

   8.08 CONFLICTING INTERESTS................................................37

   8.09 CO-TRUSTEES AND SEPARATE TRUSTEE.....................................37

   8.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR....................38

   8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...............................40

   8.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS..........40

   8.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.........40

   8.14 REPORTS BY PROPERTY TRUSTEE..........................................40

   8.15 REPORTS TO THE PROPERTY TRUSTEE......................................41

   8.16 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.....................41

   8.17 NUMBER OF TRUSTEES...................................................41

   8.18 DELEGATION OF POWER..................................................42

   8.19 VOTING...............................................................42

   8.20 MAINTENANCE OF LISTING...............................................42


ARTICLE IX...................................................................42

   9.01 DISSOLUTION UPON EXPIRATION DATE.....................................42

   9.02 EARLY DISSOLUTION....................................................42

   9.03 TERMINATION..........................................................43

   9.04 LIQUIDATION..........................................................43

   9.05 MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST..45


ARTICLE X....................................................................46

   10.01 LIMITATION OF RIGHTS OF SECURITYHOLDERS.............................46

   10.02 AMENDMENT...........................................................46

   10.03 SEPARABILITY........................................................47

   10.04 GOVERNING LAW.......................................................47

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   10.05 PAYMENTS DUE ON NON-BUSINESS DAY...................................47

   10.06 SUCCESSORS.........................................................47

   10.07 HEADINGS...........................................................47

   10.08 REPORTS, NOTICES AND DEMANDS.......................................48

   10.09 AGREEMENT NOT TO PETITION..........................................48

   10.10 TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.............49

   10.11 ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE....49

   10.12 COUNTERPARTS.......................................................49

   10.13 EXCHANGE ACT OBLIGATIONS...........................................49


Exhibits

Exhibit A - Certificate of Trust
Exhibit B - Form of Certificate Depository Agreement
Exhibit C - Form of Common Securities Certificate
Exhibit D - Form of Expense Agreement
Exhibit E - Form of Preferred Securities Certificate

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                      AMENDED AND RESTATED TRUST AGREEMENT

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of            , 2000, among
(i) BLUE VALLEY BAN CORP., a Kansas corporation (including any successors or
assigns, the "Depositor"), (ii) WILMINGTON TRUST COMPANY, a Delaware banking
corporation duly organized and existing under the laws of Delaware, as property
trustee (the "Property Trustee"), (iii) WILMINGTON TRUST COMPANY, with its home
office located in the State of Delaware, as Delaware trustee (the "Delaware
Trustee," and, to the extent expressly provided herein, in its separate
corporate capacity and not in its capacity as Property Trustee or Delaware
Trustee, the "Trust Company"), (iv) Robert D. Regnier, an individual, and Mark
A. Fortino, an individual, each of whose address is c/o BLUE VALLEY BAN CORP.,
11935 Riley, Overland Park, Kansas 66225-6128 (each an "Administrative Trustee"
and collectively the "Administrative Trustees") (the Property Trustee, the
Delaware Trustee and the Administrative Trustees referred to collectively as the
"Trustees") and (v) the several Holders, as hereinafter defined.

                                   WITNESSETH:

      WHEREAS, the Depositor, the Delaware Trustee, and the Administrative
Trustees have heretofore duly formed BVBC Capital Trust I, a business trust (the
"Trust"), pursuant to the Delaware Business Trust Act by the entering into of
that certain Trust Agreement, dated as of March 30, 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 the State of Delaware of
the Certificate of Trust, filed on March 30, 2000, the form of which is attached
as EXHIBIT A; and

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

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

                                    ARTICLE I
                                  DEFINED TERMS

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

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



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            (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.

      "Accelerated Maturity Date" has the meaning set forth in Section 1.01 of
the Indenture.

      "Act" has the meaning specified in Section 6.08.

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

      "Additional Sums" has the meaning specified in Section 2.05 of the
Indenture.

      "Administrative Trustee" means each of Robert D. Regnier and Mark A.
Fortino, solely in each such person's capacity as Administrative Trustee of the
Trust continued hereunder and not in such person's individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor Administrative Trustee appointed as herein provided.

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

      "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 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 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

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         (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 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 such Person
      shall make a general assignment for the benefit of creditors.

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

      "Book-Entry Preferred Securities Certificates" means certificates
representing Preferred Securities issued in global, fully registered form to the
Clearing Agency as described in Section 5.11.

      "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in the State of Kansas or Delaware are authorized
or required by law or executive order to remain closed, or (c) 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 Depository Agreement" means the agreement among the Trust,
the Depositor and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date, relating to the Trust Securities Certificates,
substantially in the form attached as EXHIBIT B, as the same may be amended and
supplemented from time to time.

      "Certificate of Trust" means, as stated in the recitals to this Trust
Agreement, the certificate of trust filed with the Secretary of State of the
State of Delaware with respect to the Trust, in the form attached as EXHIBIT A,
as the same may be amended or restated from time to time.

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

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

      "Closing Date" means              , 2000.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this Trust Agreement such Commission is not existing and performing
the duties 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 $8.00 and having the rights
provided therefor in this



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Trust Agreement, including the right to receive Distributions and a Liquidation
Distribution as provided herein.

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

      "Corporate Trust Office" means the principal corporate trust office of the
Property Trustee located at 1100 North Market Street, Wilmington, Delaware
19890, Attention: Corporate Trust Administration.

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

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

      "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation, organized under the laws of Delaware and any successor thereto, as
trustee under the Indenture.

      "Definitive Preferred Securities Certificates" means either or both (as
the context requires) of (a) Preferred Securities Certificates issued as
Book-Entry Preferred Securities Certificates as provided in Section 5.11(a), and
(b) Preferred Securities Certificates issued in certificated, fully registered
form as provided in Section 5.13.

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

      "Delaware Trustee" means the corporation 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.

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

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

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

      "Event of Default" means any one of the following events that shall have
occurred and be continuing (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



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

          (d) default in the performance, or breach, in any material respect, of
     any covenant or warranty of the Property Trustee in this Trust Agreement
     (other than a covenant or warranty, a default in the performance of which
     or the breach of which is dealt with in clause (b) or (c), above) and
     continuation of such default or breach for a period of 60 days after there
     has been given, by registered or certified mail, to the defaulting Property
     Trustee by the Holders of at least 25% in aggregate Liquidation Amount of
     the Outstanding Preferred Securities a written notice specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of Default" hereunder; or

          (e) the occurrence of a Bankruptcy Event with respect to the Property
     Trustee and the failure by the Depositor to appoint a successor Property
     Trustee within 60 days thereof.

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

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

     "Expiration Date" has the meaning specified in Section 9.01.

     "Extension  Period" means the "Extended Interest Payment Period" as defined
in the Indenture.

     "Global Subordinated Debenture" has the meaning specified in the Indenture.

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

     "Holder" means a Securityholder.

     "Indenture" means the Subordinated 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.

     "Junior Subordinated Debentures" means the $10,309,280 aggregate principal
amount (or up to $11,855,672 aggregate principal amount if the Underwriter
exercises its Option and there is an Option Closing Date) of the Depositor's
     % Junior Subordinated Debentures due 2030, issued pursuant to the
Indenture.



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

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to the principal amount of
Junior Subordinated Debentures to be contemporaneously redeemed in accordance
with the Indenture and the proceeds of which will be used to pay the Redemption
Price of such Trust Securities and (b) with respect to a distribution of Junior
Subordinated Debentures to Holders of Trust Securities in connection with a
dissolution or liquidation of the Trust, Junior Subordinated Debentures having a
principal amount equal to the Liquidation Amount of the Trust Securities of the
Holder to whom such Junior Subordinated Debentures are distributed.

     "Liquidation Amount" means the stated amount of $8.00 per Trust Security.

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

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

     "Maturity Date" has the meaning set forth in Section 2.02 of the Indenture.

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

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

          (b) a 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

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

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



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<PAGE>   12



      "Option" means the grant by the Trust to the Underwriter of an option to
purchase all or any portion of an additional 187,500 Preferred Securities
pursuant to the terms of the Underwriting Agreement.

      "Option Closing Date" means the time, date of payment and delivery of the
Preferred Securities Certificates purchased pursuant to the Underwriter's
exercise of the Option, as more particularly described in the Underwriting
Agreement.

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

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

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

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

          (c) Preferred Securities which have been paid or in exchange for or in
     lieu of which other Preferred Securities have been executed and delivered
     pursuant to Sections 5.04, 5.05, 5.11 and 5.13; provided, however, that in
     determining whether the Holders of the requisite Liquidation Amount of the
     Outstanding Preferred Securities have given any request, demand,
     authorization, direction, notice, consent or waiver hereunder, Preferred
     Securities owned by the Depositor, any Trustee, or any Affiliate of the
     Depositor or any Trustee, shall be disregarded and deemed not to be
     Outstanding, except that (i) in determining whether any Trustee shall be
     protected in relying upon any such request, demand, authorization,
     direction, notice, consent or waiver, only Preferred Securities that such
     Trustee knows to be so owned shall be so disregarded and (ii) the foregoing
     shall not apply at any time when all of the Outstanding Preferred
     Securities are owned by the Depositor, one or more of the Trustees and/or
     any such Affiliate. Preferred Securities so owned which have been pledged
     in good faith may be regarded as Outstanding if the pledgee establishes to
     the satisfaction of the Administrative Trustees the pledgee's right as to
     such Preferred Securities so owned.

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

      "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.09 and shall initially be the Trust Company.



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<PAGE>   13

      "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 Junior Subordinated
Debentures will be held and from which the Property Trustee shall make payments
to the Securityholders in accordance with Sections 4.01 and 4.02.

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

      "Preferred Security" means a preferred undivided beneficial interest in
the assets of the Trust, designated "     % Cumulative Trust Preferred
Securities," having a Liquidation Amount of $8.00 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

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

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

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

      "Redemption Price" means, with respect to any Trust Security to be
redeemed, the Liquidation Amount of such Trust Security, plus accumulated and
unpaid Distributions to the Redemption Date allocated on a pro rata basis (based
on Liquidation Amounts) among the Trust Securities to be redeemed.

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

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.04.

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

      "Trust" means BVBC Capital Trust I, the Delaware business trust continued
hereby and which was created as stated in the recitals to this Trust Agreement.

      "Trust Agreement" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented in accordance with the applicable
provisions hereof, including all exhibits hereto, including, for all purposes of
this Trust Agreement and any such



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<PAGE>   14

modification, amendment or supplement, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this Trust Agreement and any such
modification, amendment or supplement, respectively.

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

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

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

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

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

      "Trustee" or "Trustees" means, individually or collectively, any of the
Property Trustee, the Delaware Trustee and the Administrative Trustees.

      "Underwriter" means Stifel, Nicolaus & Company, Incorporated.

      "Underwriting Agreement" means the Underwriting Agreement dated as of
          , 2000, among the Trust, the Depositor and the Underwriter.

                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

      2.01 NAME. The Trust heretofore created and continued hereby shall
continue to be known as "BVBC CAPITAL TRUST I," as such name may be modified
from time to time by the Administrative Trustees following written notice to the
Holders of Trust Securities and the other Trustees, in which name the Trustees
may engage in the transactions contemplated hereby, make and execute contracts
and other instruments on behalf of the Trust and sue and be sued.

      2.02 OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS. The
address of the Delaware Trustee in the State of Delaware is 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration,
or such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Securityholders and the Depositor. The
principal executive office of the Trust is c/o BLUE VALLEY BAN CORP., 11935
Riley, Overland Park, Kansas 66225-6128.

      2.03 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



                                        9

<PAGE>   15


the initial Trust Property. The Depositor shall pay organizational expenses of
the Trust as they arise or shall, upon request of any Trustee, promptly
reimburse such Trustee for any such expenses paid by such Trustee. The Depositor
shall make no claim upon the Trust Property for the payment of such expenses.

     2.04 ISSUANCE OF THE 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 5.02 and deliver, in accordance with the Underwriting Agreement, a
Preferred Securities Certificate, registered in the name of the nominee of the
initial Clearing Agency, in an aggregate amount of Preferred Securities having
an aggregate Liquidation Amount of $10,000,000 against receipt of the aggregate
purchase price of such Preferred Securities of $10,000,000, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee. If the
Underwriter exercises its Option and there is an Option Closing Date, then an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.02 and deliver in accordance with the Underwriting Agreement,
Preferred Securities Certificates, registered in the name of the Persons
entitled thereto, in an aggregate amount of up to 187,500 Preferred Securities
having an aggregate Liquidation Amount of up to $1,500,000 against receipt of
the aggregate purchase price of such Preferred Securities equal to the product
of $8 multiplied by the number of Preferred Securities purchased pursuant to the
Option, which amount such Administrative Trustee shall promptly deliver to the
Property Trustee.

     2.05 ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF JUNIOR
SUBORDINATED DEBENTURES.

            (a) Contemporaneously with the execution and delivery of this Trust
      Agreement, an Administrative Trustee, on behalf of the Trust, shall
      execute in accordance with Section 5.02 and deliver to the Depositor a
      Common Securities Certificate, registered in the name of the Depositor, in
      an aggregate amount of Common Securities having an aggregate Liquidation
      Amount of $309,280 against payment by the Depositor of such amount.
      Contemporaneously therewith, an Administrative Trustee, on behalf of the
      Trust, shall subscribe to and purchase from the Depositor Junior
      Subordinated Debentures, registered in the name of the Property Trustee on
      behalf of the Trust and having an aggregate principal amount equal to
      $10,309,280, and, in satisfaction of the purchase price for such Junior
      Subordinated Debentures, the Property Trustee, on behalf of the Trust,
      shall deliver to the Depositor the sum of $10,309,280.

            (b) If the Underwriter exercises the Option and there is an Option
      Closing Date, then an Administrative Trustee, on behalf of the Trust,
      shall execute in accordance with Section 5.02 and deliver to the
      Depositor, Common Securities Certificates, registered in the name of the
      Depositor, in an aggregate amount of up to 5,799 Common Securities having
      an aggregate Liquidation Amount of up to $46,392 against payment by the
      Depositor of such amount. Contemporaneously therewith, an Administrative
      Trustee, on behalf of the Trust, shall subscribe to and purchase from the
      Depositor, Junior Subordinated Debentures, registered in the name of the
      Trust and having an aggregate




                                       10

<PAGE>   16

     principal amount of up to $1,546,392, and, in satisfaction of the purchase
     price of such Junior Subordinated Debentures, the Property Trustee, on
     behalf of the Trust, shall deliver to the Depositor the sum of $1,546,392.

      2.06 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 Junior Subordinated Debentures, and (b) to engage in those
activities necessary, convenient or incidental thereto. The Depositor hereby
appoints the Trustees as trustees of the Trust, to have all the rights, powers
and duties to the extent set forth herein, and the Trustees hereby accept such
appointment. The Property Trustee hereby declares that it will 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.

      2.07  AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

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

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

                        (A) the issuance and sale of the Trust Securities,
                  including, without limitation, the execution of the Trust
                  Securities on behalf of the Trust in accordance with this
                  Trust Agreement, and complying with the terms of the
                  Underwriting Agreement regarding the issuance and sale of the
                  Trust Securities;

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

                        (C) to assist in the registration of the Preferred
                  Securities under the Securities Act of 1933, as amended, and
                  under state securities or blue


                                       11

<PAGE>   17

                    sky laws, and the qualification of this Trust Agreement as a
                    trust indenture under the Trust Indenture Act;

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

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

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

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

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

                        (I) the execution and delivery of an application for a
                    taxpayer identification number for the Trust; and

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

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

                         (A) the establishment of the Payment Account;

                         (B) the receipt of the Junior Subordinated Debentures;


                                       12

<PAGE>   18

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

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

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

                         (F) the sending of notices of default and other
                    information regarding the Trust Securities and the Junior
                    Subordinated 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 (other than under
                  paragraph (b), (c), (d) or (e) of the definition of such term
                  if the Event of Default is by or with respect to the Property
                  Trustee) the taking of any action incidental to the foregoing
                  as the Property Trustee may from time to time determine is
                  necessary or advisable to give effect to the terms of this
                  Trust Agreement and protect and conserve the Trust Property
                  for the benefit of the Securityholders (without consideration
                  of the effect of any such action on any particular
                  Securityholder);

                        (J) so long as the Property Trustee is the Securities
                  Registrar, registering transfers of the Trust Securities in
                  accordance with this Trust Agreement; and

                        (K) except as otherwise provided in this Section
                  2.07(a)(ii), the Property Trustee shall have none of the
                  duties, liabilities, powers or the authority of the
                  Administrative Trustees set forth in Section 2.07(a)(i).

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



                                       13

<PAGE>   19

     any of the Trust Property. The Administrative Trustees shall defend all
     claims and demands of all Persons at any time claiming any Lien on any of
     the Trust Property adverse to the interest of the Trust or the
     Securityholders in their capacity as Securityholders.

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

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

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

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

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

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

                    (vi) the negotiation of the terms of, and execution of, the
               Original Trust Agreement, and the preparation of this Trust
               Agreement and the selection of the Trustees; and

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

            (d)   Notwithstanding anything herein to the contrary, the
      Administrative Trustees are authorized and directed to conduct the affairs
      of the Trust and to operate the



                                       14

<PAGE>   20

     Trust so that the Trust will not be deemed to be an "investment company"
     required to be registered under the Investment Company Act, will 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
     Junior Subordinated Debentures will be treated as indebtedness of the
     Depositor for United States federal income tax purposes. In this
     connection, subject to Section 10.02, 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. In no event shall the Trustees be liable to
     the Trust or the Securityholders for any failure to comply with this
     Section that results from a change in law or regulations or in the
     interpretation thereof.

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

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

                                   ARTICLE III
                                 PAYMENT ACCOUNT

      3.01  PAYMENT ACCOUNT.

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

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

                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

      4.01  DISTRIBUTIONS.

            (a) Distributions on the Trust Securities shall be cumulative, and
      will accumulate whether or not there are funds of the Trust available for
      the payment of Distributions. Distributions shall accumulate from
                    , 2000, and, except during any Extension Period with respect
      to the Junior Subordinated Debentures, shall be



                                       15
<PAGE>   21



     payable quarterly in arrears on March 31, June 30, September 30 and
     December 31 of each year, commencing September 30, 2000. The amount of each
     Distribution due with respect to the Trust Securities will include amounts
     accrued through the date the Distribution payment is due. If any date on
     which a Distribution is otherwise payable on the Trust Securities is not a
     Business Day, then the payment of such Distribution shall be made on the
     next succeeding day that is a Business Day (and without any interest or
     other payment in respect of any such delay) except that, if such Business
     Day is in the next succeeding calendar year, payment of such Distribution
     shall be made on the immediately preceding Business Day, in each case with
     the same force and effect as if made on such date (each date on which
     Distributions are payable in accordance with this Section 4.01(a) a
     "Distribution Date").


            (b) 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 Extension Period with
      respect to the Junior Subordinated Debentures, Distributions on the
      Preferred Securities will be deferred for a period equal to the Extension
      Period. The amount of Distributions payable for any period shall include
      the Additional Amounts, if any.

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

            (d) Distributions on the Trust Securities with respect to a
      Distribution Date shall be payable to the Holders thereof as they appear
      on the Securities Register for the Trust Securities on the relevant record
      date, which shall be one Business Day prior to such Distribution Date;
      provided, however, that in the event that the Preferred Securities do not
      remain in book-entry-only form, the relevant record date shall be the 15th
      day of the month in which the relevant Distribution is payable.

      4.02  REDEMPTION.

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

            (b) Notice of redemption shall be given by the Property Trustee by
      first-class mail, postage prepaid, mailed not less than 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:


                                       16

<PAGE>   22

                  (i)   the Redemption Date;

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

                  (iii) the CUSIP number;

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

                  (v) that on the Redemption Date the Redemption Price will
            become due and payable upon each such Trust Security to be redeemed
            and that Distributions thereon will cease to accumulate on and after
            said date, except as provided in Section 4.02(d) below; and

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

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

            (d) If the Property Trustee gives a notice of redemption in respect
      of any Preferred Securities, then, by 10:00 a.m., Delaware time, on the
      Redemption Date, subject to Section 4.02(c), the Property Trustee will, so
      long as the Preferred Securities are in book-entry-only form, deposit with
      the Clearing Agency for the Preferred Securities 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
      Holders thereof. If the Preferred Securities are no longer in
      book-entry-only form, the Property Trustee, subject to Section 4.02(c),
      will deposit with the Paying Agent funds sufficient to pay the applicable
      Redemption Price and will give the Paying Agent irrevocable instructions
      and authority to pay the Redemption Price to the Holders thereof upon
      surrender of their Preferred Securities Certificates. Notwithstanding the
      foregoing, Distributions payable on or prior to the Redemption Date for
      any Trust Securities called for redemption shall be payable to the Holders
      of such Trust Securities as they appear on the Securities Register for the
      Trust Securities on the relevant record dates for the related Distribution
      Dates. If notice of redemption shall have been given and funds deposited
      as required, then upon the date of such deposit, all rights of
      Securityholders holding Trust



                                       17
<PAGE>   23


     Securities so called for redemption will cease, except the right of such
     Securityholders to receive the Redemption Price, but without interest on
     such Redemption Price, and such Securities will cease to be Outstanding. In
     the event that any date on which any Redemption Price is payable is not a
     Business Day, then payment of the Redemption Price payable on such date
     will be made on the next succeeding day that is a Business Day (and without
     any interest or other payment in respect of any such delay), except that,
     if such Business Day falls in the next calendar year, such payment will be
     made on the immediately preceding Business Day, in each case, with the same
     force and effect as if made on such date. In the event that payment of the
     Redemption Price in respect of any Trust Securities called for redemption
     is improperly withheld or refused and not paid either by the Trust or by
     the Depositor pursuant to the Guarantee, Distributions on such Trust
     Securities will 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 will 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 one Business Day prior to the relevant Redemption Date; provided,
      however, that in the event that the Preferred Securities do not remain in
      book-entry-only form, the relevant record date shall be the date fifteen
      days prior to the relevant Redemption Date.

            (f) Subject to Section 4.03(a), if less than all the Outstanding
      Trust Securities are to be redeemed on a Redemption Date, then the
      aggregate Liquidation Amount of Trust Securities to be redeemed shall be
      allocated on a pro rata basis (based on Liquidation Amounts) among the
      Common Securities and the Preferred Securities. The particular Preferred
      Securities to be redeemed shall be selected not more than 60 days prior to
      the Redemption Date by the Property Trustee from the outstanding Preferred
      Securities not previously called for redemption, by such method
      (including, without limitation, by lot) as the Property Trustee shall deem
      fair and appropriate and which may provide for the selection for
      redemption of portions (equal to $8.00 or an integral multiple of $8.00 in
      excess thereof) of the Liquidation Amount of Preferred Securities of a
      denomination larger than $8.00. The Property Trustee shall promptly notify
      the Securities Registrar in writing of the Preferred Securities selected
      for redemption and, in the case of any Preferred Securities selected for
      partial redemption, the Liquidation Amount thereof to be redeemed. For all
      purposes of this Trust Agreement, unless the context otherwise requires,
      all provisions relating to the redemption of Preferred Securities shall
      relate, in the case of any Preferred Securities redeemed or to be redeemed
      only in part, to the portion of the Liquidation Amount of Preferred
      Securities which has been or is to be redeemed.

      4.03  SUBORDINATION OF COMMON SECURITIES.

            (a) Payment of Distributions (including Additional Amounts, if
      applicable) on, and the Redemption Price of, the Trust Securities, as
      applicable, shall be made, subject to Section 4.02(f), pro rata among the
      Common Securities and the Preferred



                                       18

<PAGE>   24

     Securities based on the Liquidation Amount of the Trust Securities;
     provided, however, that if on any Distribution Date or Redemption Date any
     Event of Default resulting from a Debenture Event of Default shall have
     occurred and be continuing, no payment of any Distribution (including
     Additional Amounts, if applicable) on, or Redemption Price of, any Common
     Security, and no other payment on account of the redemption, liquidation or
     other acquisition of Common Securities, shall be made unless payment in
     full in cash of all accumulated and unpaid Distributions (including
     Additional Amounts, if applicable) on all Outstanding Preferred Securities
     for all Distribution periods terminating on or prior thereto, or in the
     case of payment of the Redemption Price the full amount of such Redemption
     Price on all Outstanding Preferred Securities then called for redemption,
     shall have been made or provided for, and all funds immediately available
     to the Property Trustee shall first be applied to the payment in full in
     cash of all Distributions (including Additional Amounts, if applicable) on,
     or the Redemption Price of, Preferred Securities then due and payable. The
     existence of an Event of Default does not entitle the Holders of Preferred
     Securities to accelerate the maturity thereof.

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

      4.04 PAYMENT PROCEDURES. Payments of Distributions (including Additional
Amounts, if applicable) in respect of the Preferred Securities shall be made by
check mailed to the address of the Person entitled thereto as such address shall
appear on the Securities Register or, if the Preferred Securities are held by a
Clearing Agency, such Distributions shall be made to the Clearing Agency in
immediately available funds, which shall credit the relevant Persons' accounts
at such Clearing Agency on the applicable Distribution Dates. Payments in
respect of the Common Securities shall be made in such manner as shall be
mutually agreed between the Property Trustee and the Holder of the Common
Securities.

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



                                       19
<PAGE>   25


federal withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Securityholders under the Trust
Securities.

      4.06 PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST. Upon receipt under the
Junior Subordinated Debentures of Additional Sums, the Property Trustee, at the
direction of an Administrative Trustee or the Depositor, shall promptly pay any
taxes, duties or governmental charges of whatsoever nature (other than
withholding taxes) imposed on the Trust by the United States or any other taxing
authority.

      4.07 PAYMENTS UNDER INDENTURE. Any amount payable hereunder to any Holder
of Preferred Securities shall be reduced by the amount of any corresponding
payment such Holder has directly received under the Indenture pursuant to
Section 5.14(b) or (c) hereof.

                                    ARTICLE V
                          TRUST SECURITIES CERTIFICATES

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

      5.02 THE TRUST SECURITIES CERTIFICATES. The Preferred Securities
Certificates shall be issued in minimum denominations of $8.00 Liquidation
Amount and integral multiples of $8.00 in excess thereof, and the Common
Securities Certificates shall be issued in denominations of $8.00 Liquidation
Amount and integral multiples of $8.00 in excess thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual signature of at
least one Administrative Trustee. Trust Securities Certificates bearing the
manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.04, 5.11
and 5.13.

      5.03 EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES. On the
Closing Date, and on the Option Closing Date, if applicable, the Administrative
Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation
Amount as provided in Sections 2.04 and 2.05, to be executed on behalf of the
Trust by at least one of the Administrative Trustees and delivered, without
further corporate action by the Depositor, in authorized denominations.

      5.04 REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES
CERTIFICATES. The Property Trustee shall keep or cause to be kept, at the office
or agency maintained pursuant to Section 5.08, a register or registers for the
purpose of registering Trust Securities Certificates and transfers and exchanges
of Preferred Securities Certificates (herein referred to as the "Securities
Register") in which the registrar designated by



                                       20
<PAGE>   26


the Property Trustee (the "Securities Registrar"), subject to such reasonable
regulations as it may prescribe, shall provide for the registration of Preferred
Securities Certificates and Common Securities Certificates (subject to Section
5.10 in the case of the Common Securities Certificates) and registration of
transfers and exchanges of Preferred Securities Certificates as herein provided.
The Property Trustee shall be the initial Securities Registrar.

      Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.08, the
Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee or
Trustees. The Securities Registrar shall not be required to register the
transfer of any Preferred Securities that have been called for redemption. At
the option of a Holder, Preferred Securities Certificates may be exchanged for
other Preferred Securities Certificates in authorized denominations of the same
class and of a like aggregate Liquidation Amount upon surrender of the Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.08.

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

      No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the 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 Preferred
Securities Certificates.

      5.05 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, the
Administrative Trustees, or any one of them, on behalf of the Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient



                                       21

<PAGE>   27

to cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Securities Certificate issued pursuant to this
Section shall constitute conclusive evidence of an undivided beneficial interest
in the assets of the Trust, as if originally issued, whether or not the lost,
stolen or destroyed Trust Securities Certificate shall be found at any time.

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

      5.07 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) semi-annually on or before January 15 and July 15 in
each year, a list, in such form as the Property Trustee may reasonably require,
of the names and addresses of the Securityholders as of the most recent regular
record date (as provided in Section 4.01(d)) and (b) promptly after receipt by
any Administrative Trustee or the Depositor of a request therefor from the
Property Trustee, such other information as the Property Trustee may reasonably
require 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 Trustee shall be as provided in the Trust Indenture
Act. Each Holder, by receiving and holding a Trust Securities Certificate, and
each Owner shall be deemed to have agreed not to hold the Depositor, the
Property Trustee or the Administrative Trustees accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

      5.08 MAINTENANCE OF OFFICE OR AGENCY. The Administrative Trustees shall
maintain an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Administrative Trustees initially
designate the principal corporate trust office of the Property Trustee, 1100
North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust
Administration, as the principal corporate trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor and to
the Securityholders of any change in the location of the Securities Register or
any such office or agency.

      5.09 APPOINTMENT OF PAYING AGENT. The Paying Agent shall make
Distributions to Securityholders from the Payment Account and shall report the
amounts of such Distributions to the 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



                                       22
<PAGE>   28


material respect. The Paying Agent shall initially be the Property 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 will hold all sums, if
any, held by it for payment to the Securityholders in trust for the benefit of
the Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.01, 8.03 and 8.06 shall apply to the 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.

      5.10 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
12.01 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".

     5.11  BOOK-ENTRY  PREFERRED  SECURITIES  CERTIFICATES;   COMMON  SECURITIES
CERTIFICATE.

            (a) The Preferred Securities Certificates, upon original issuance,
      will be issued in the form of a typewritten Preferred Securities
      Certificate or Certificates representing Book-Entry Preferred Securities
      Certificates, to be delivered to or held on behalf of The Depository Trust
      Company, the initial Clearing Agency, by, or on behalf of, the Trust. Such
      Book-Entry Preferred Securities Certificate or Certificates shall
      initially be registered on the Securities Register in the name of Cede &
      Co., the nominee of the initial Clearing Agency, and no beneficial owner
      will receive a Definitive Preferred Securities Certificate representing
      such beneficial owner's interest in such Preferred Securities, except as
      provided in Section 5.13. Unless and until Definitive Preferred Securities
      Certificates have been issued to beneficial owners pursuant to Section
      5.13:

               (i) the provisions of this Section 5.11(a) shall be in full force
          and effect;

               (ii) the Securities Registrar, the Paying Agent and the Trustees
          shall be entitled to deal with the Clearing Agency for all purposes of
          this Trust

                                       23
<PAGE>   29

          Agreement relating to the Book-Entry Preferred Securities Certificates
          (including the payment of the Liquidation Amount of and Distributions
          on the Book-Entry Preferred Securities) as the sole Holder of
          Book-Entry Preferred Securities and shall have no obligations to the
          Owners thereof;

               (iii) to the extent that the provisions of this Section 5.11
          conflict with any other provisions of this Trust Agreement, the
          provisions of this Section 5.11 shall control; and

               (iv) the rights of the Owners of the Book-Entry Preferred
          Securities Certificates shall be exercised only through the Clearing
          Agency and shall be limited to those established by law and agreements
          between such Owners and the Clearing Agency and/or the Clearing Agency
          Participants. Pursuant to the Certificate Depository Agreement, unless
          and until Definitive Preferred Securities Certificates are issued
          pursuant to Section 5.13, the initial Clearing Agency will make
          book-entry transfers among the Clearing Agency Participants and will
          receive and transmit payments on the Preferred Securities to such
          Clearing Agency Participants. Any Clearing Agency designated pursuant
          hereto will not be deemed an agent of the Trustees for any purpose.

            (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.

      5.12 NOTICES TO CLEARING AGENCY. To the extent that a notice or other
communication to the Owners is required under this Trust Agreement, unless and
until Definitive Preferred Securities Certificates shall have been issued to
Owners pursuant to Section 5.13, the Trustees shall give all such notices and
communications specified herein to be given to Owners to the Clearing Agency,
and shall have no obligations to the Owners.

      5.13 DEFINITIVE PREFERRED SECURITIES CERTIFICATES. If (a) the Depositor
advises the Trustees in writing that the Clearing Agency is no longer willing or
able to discharge properly its responsibilities with respect to the Preferred
Securities Certificates, and the Depositor is unable to locate a qualified
successor, (b) the Depositor at its option advises the Trustees in writing that
it elects to terminate the book-entry system through the Clearing Agency, or (c)
after the occurrence of a Debenture Event of Default, Owners of Preferred
Securities Certificates representing beneficial interests aggregating at least a
majority of the Liquidation Amount advise the Property Trustee in writing that
the continuation of a book-entry system through the Clearing Agency is no longer
in the best interests of the Owners of Preferred Securities Certificates, then
the Property Trustee shall notify the Clearing Agency, and the Clearing Agency
shall notify all Owners of Preferred Securities Certificates, of the occurrence
of any such event and of the availability of the Definitive Preferred Securities
Certificates to Owners of such class or classes, as applicable, requesting the
same. Upon surrender to the Property Trustee of the typewritten Preferred
Securities Certificate or Certificates representing the Book-Entry Preferred
Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Clearing Agency. Neither the Securities Registrar nor the Trustees shall
be liable for any delay in delivery

                                       24
<PAGE>   30


of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Preferred
Securities Certificates, the Trustees shall recognize the Holders of the
Definitive Preferred Securities Certificates as Securityholders. The Definitive
Preferred Securities Certificates shall be printed, lithographed or engraved or
may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by the execution thereof by the
Administrative Trustees or any one of them.

      5.14  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
      2.09, and the Securityholders shall not have any right or title therein
      other than the undivided beneficial interest in the assets of the Trust
      conferred by their Trust Securities and they shall have no right to call
      for any partition or division of property, profits or rights of the Trust
      except as described below. The Trust Securities shall be personal property
      giving only the rights specifically set forth therein and in this Trust
      Agreement. The Trust Securities shall have no preemptive or similar
      rights. When issued and delivered to Holders of the Preferred Securities
      against payment of the purchase price therefor, the Preferred Securities
      will be fully paid and nonassessable interests in the Trust. The Holders
      of the Preferred Securities, in their capacities as such, shall be
      entitled to the same limitation of personal liability extended to
      stockholders of private corporations for profit organized under the
      General Corporation Law of the State of Delaware.

            (b) For so long as any Preferred Securities remain Outstanding, if,
      upon a Debenture Event of Default, the Debenture Trustee fails or the
      holders of not less than 25% in principal amount of the outstanding Junior
      Subordinated Debentures fail to declare the principal of all of the Junior
      Subordinated Debentures to be immediately due and payable, the Holders of
      at least 25% in Liquidation Amount of the Preferred Securities then
      Outstanding shall have the right to make such declaration by a notice in
      writing to the Depositor and the Debenture Trustee; and upon any such
      declaration such principal amount of and the accrued interest on all of
      the Junior Subordinated Debentures shall become immediately due and
      payable, provided that the payment of principal and interest on such
      Junior Subordinated Debentures shall remain subordinated to the extent
      provided in the Indenture. If, as a result of a Debenture Event of
      Default, the Debenture Trustee or the holders of not less than 25% in
      aggregate outstanding principal amount of the Junior Subordinated
      Debentures have declared the Junior Subordinated Debentures due and
      payable and if such default has been cured and a sum sufficient to pay all
      matured installments due (otherwise than by acceleration) under the Junior
      Subordinated Debentures has been deposited with the Debenture Trustee,
      then (if the holders of not less than a majority in aggregate outstanding
      principal amount of Junior Subordinated Debentures have not annulled such
      declaration and waived such default) the Holders of a majority in
      aggregate Liquidation Amount of the Preferred Securities may annul such
      declaration and waive such default.

          (c) For so long as any Preferred Securities remain outstanding, upon a
     Debenture Event of Default arising from the failure to pay interest or
     principal on the Junior Subordinated Debentures, the Holders of any
     Preferred Securities then



                                       25
<PAGE>   31


     Outstanding shall, to the fullest extent permitted by law, have the right
     to institute directly proceedings for enforcement of payment to such
     Holders of principal of or interest on the Junior Subordinated Debentures
     having a principal amount equal to the Liquidation Amount of the Preferred
     Securities of such Holders.

                                   ARTICLE VI
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

      6.01  LIMITATIONS ON VOTING RIGHTS.

            (a) Except as provided in this Section, in Sections 5.14, 8.10 and
      10.02 and in the Indenture and as otherwise required by law, no Holder of
      Preferred Securities shall have any right to vote or in any manner
      otherwise control the administration, operation and management of the
      Trust or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of the 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 Junior Subordinated Debentures are held by the
      Property Trustee, the Trustees shall not (i) direct the time, method and
      place of conducting any proceeding for any remedy available to the
      Debenture Trustee, or executing any trust or power conferred on the
      Debenture Trustee with respect to such Junior Subordinated Debentures,
      (ii) waive any past default which is waivable under Article Seven of the
      Indenture, (iii) exercise any right to rescind or annul a declaration that
      the principal of all the Junior Subordinated Debentures shall be due and
      payable or (iv) consent to any amendment, modification or termination of
      the Indenture or the Junior Subordinated Debentures, where such consent
      shall be required, without, in each case, obtaining the prior approval of
      the Holders of at least a majority in Liquidation Amount of all
      Outstanding Preferred Securities; provided, however, that where a consent
      under the Indenture would require the consent of each holder of
      outstanding Junior Subordinated Debentures affected thereby, no such
      consent shall be given by the Property Trustee without the prior written
      consent of each Holder of Preferred Securities. The Trustees shall not
      revoke any action previously authorized or approved by a vote of the
      Holders of the Outstanding Preferred Securities, except by a subsequent
      vote of the Holders of the Outstanding Preferred Securities. The Property
      Trustee shall notify each Holder of the Outstanding Preferred Securities
      of any notice of default received from the Debenture Trustee with respect
      to the Junior Subordinated Debentures. In addition to obtaining the
      foregoing approvals of the Holders of the Preferred Securities, prior to
      taking any of the foregoing actions, the Trustees shall, at the expense of
      the Depositor, obtain an Opinion of Counsel experienced in such matters to
      the effect that the Trust will 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 Preferred Securities, whether by way of amendment to
      the Trust Agreement or otherwise, or (ii) the dissolution of the Trust,
      other than pursuant to the terms of this Trust Agreement, then



                                       26

<PAGE>   32

     the Holders of Outstanding Preferred Securities as a class will be entitled
     to vote on such amendment or proposal and such amendment or proposal shall
     not be effective except with the approval of the Holders of at least a
     majority in Liquidation Amount of the Outstanding Preferred Securities. No
     amendment to this Trust Agreement may be made if, as a result of such
     amendment, the Trust would cease to be classified as a grantor trust or
     would be classified as an association taxable as a corporation for United
     States federal income tax purposes.

      6.02 NOTICE OF MEETINGS. Notice of all meetings of the Holders of
Preferred Securities, stating the time, place and purpose of the meeting, shall
be given by the Property Trustee pursuant to Section 10.08 to each Holder of
Preferred Securities of record, at such Securityholder's 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.

      6.03 MEETINGS OF HOLDERS OF PREFERRED SECURITIES. No annual meeting of
Securityholders is required to be held. The Administrative Trustees, however,
shall call a meeting of Securityholders to vote on any matter upon the written
request of the Holders of 25% of the Outstanding Preferred Securities (based
upon their aggregate Liquidation Amount) and the Administrative Trustees or the
Property Trustee may, at any time in their discretion, call a meeting of Holders
of the Preferred Securities to vote on any matters as to which the Holders of
the Preferred Securities are entitled to vote. Holders of record of 50% of the
Outstanding Preferred Securities (based upon their aggregate Liquidation
Amount), present in person or by proxy, shall constitute a quorum at any meeting
of such Securityholders. If a quorum is present at a meeting, an affirmative
vote by the Holders of record present, in person or by proxy, holding more than
a majority of the Preferred Securities (based upon their aggregate Liquidation
Amount) held by the Holders of Preferred Securities of record present, either in
person or by proxy, at such meeting shall constitute the action of the Holders
of the Preferred Securities, unless this Trust Agreement requires a greater
number of affirmative votes.

      6.04 VOTING RIGHTS. Securityholders shall be entitled to one vote for each
$8.00 of Liquidation Amount represented by their Trust Securities in respect of
any matter as to which such Securityholders are entitled to vote.

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



                                       27
<PAGE>   33


      6.06 SECURITYHOLDER ACTION BY WRITTEN CONSENT. Any action which may be
taken by Securityholders at a meeting may be taken without a meeting if
Securityholders holding more than a majority of all Outstanding Trust Securities
(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).

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

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

      The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him or her the execution thereof. Where such
execution is by a signer acting in a capacity other than such signer's
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of such signer's authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which any Trustee receiving the
same deems sufficient. The ownership of Preferred Securities shall be proved by
the Securities Register. Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Securityholder of any Trust Security shall
bind every future Securityholder of the same Trust Security and the
Securityholder of every Trust Security issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustees or the Trust in reliance thereon,
whether or not notation of such action is made upon such Trust Security. Without
limiting the foregoing, a Securityholder entitled hereunder to take any action
hereunder with regard to any particular Trust Security may do so with regard to
all or any part of the Liquidation Amount of such Trust Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all



                                       28
<PAGE>   34


or any part of such Liquidation Amount. A Holder of Preferred Securities may
institute a legal proceeding directly against the Depositor under the Guarantee
to enforce its rights under the Guarantee without first instituting a legal
proceeding against the Guarantee Trustee (as defined in the Guarantee), the
Trust or any Person.

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

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

      7.01 REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY AND THE PROPERTY
TRUSTEE. The Trust Company, in its separate corporate capacity and as Property
Trustee, as of the date hereof, and each successor Property Trustee at the time
of the successor Property Trustee's acceptance of its appointment as Property
Trustee hereunder (the term "Trust Company" being used hereafter in this Article
VII to refer to such successor Property Trustee in its separate corporate
capacity and as Property Trustee), hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

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

            (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 Trust Company and constitutes the valid and legally
      binding agreement of the Trust Company enforceable against it in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles;

            (d) the execution, delivery and performance by the Trust Company of
      this Trust Agreement has been duly authorized by all necessary corporate
      or other action on the part of the Trust Company and does not require any
      approval of the stockholders of the Trust Company and such execution,
      delivery and performance will 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 to which 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, or any
      order, judgment or decree applicable to the Trust Company;



                                       29
<PAGE>   35


            (e) neither the authorization, execution or delivery by the Trust
      Company of this Trust Agreement nor the consummation of any of the
      transactions by the Trust Company 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 law of the United States or the
      State of Delaware governing the banking or trust powers of the Trust
      Company; and

            (f) there are no proceedings pending or, to the best of the Trust
      Company's knowledge, threatened against or affecting the 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 Trust Company to enter into or perform its
      obligations as one of the Trustees under this Trust Agreement.

      7.02 REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY AND THE DELAWARE
TRUSTEE. The Trust Company in its corporate capacity and as Delaware Trustee, as
of the date hereof, and each successor Delaware Trustee at the time of the
successor Delaware Trustee's acceptance of its appointment as Delaware Trustee
hereunder (the term "Trust Company" being used hereafter in this Article VIII to
refer to such successor Delaware Trustee in its separate corporate capacity and
as Delaware Trustee), hereby represents and warrants (as applicable) for the
benefit of the Depositor and the Securityholders that:

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

            (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 Trust Company and constitutes the valid and legally
      binding agreement of the Trust Company enforceable against it in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles;

            (d) the execution, delivery and performance by the Trust Company of
      this Trust Agreement has been duly authorized by all necessary corporate
      or other action on the part of the Trust Company and does not require any
      approval of the stockholders of the Trust Company and such execution,
      delivery and performance will 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 to which 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, or any
      order, judgment or decree applicable to the Trust Company;



                                       30

<PAGE>   36

          (e) neither the authorization, execution or delivery by the Trust
     Company of this Trust Agreement nor the consummation of any of the
     transactions by the Trust Company 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 law of the State of Delaware
     governing the banking or trust powers of the Trust Company; and

          (f) there are no proceedings pending or, to the best of the Trust
     Company's knowledge, threatened against or affecting the 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 Trust Company to enter into or perform its obligations as one of the
     Trustees under this Trust Agreement.

     7.03  REPRESENTATION  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 or
      the Option Closing Date, if applicable, on behalf of the Trust have been
      duly authorized and will 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 will 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 Trust Company, the
      Property Trustee, the Trust Company or the Delaware Trustee, as the case
      may be, of this Trust Agreement.

                                  ARTICLE VIII
                                  THE TRUSTEES

      8.01  CERTAIN DUTIES AND RESPONSIBILITIES.

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



                                       31

<PAGE>   37

     that, at law or in equity, the Delaware Trustee or an Administrative
     Trustee has duties (including fiduciary duties) and liabilities relating
     thereto to the Trust or to the Securityholders, the Delaware Trustee or
     such Administrative Trustee shall not be liable to the Trust or to any
     Securityholder for such Trustee's good faith reliance on the provisions of
     this Trust Agreement. The provisions of this Trust Agreement, to the extent
     that they restrict the duties and liabilities of the Delaware Trustee or
     the Administrative Trustees otherwise existing at law or in equity, are
     agreed by the Depositor and the Securityholders to replace such other
     duties and liabilities of the Delaware Trustee and the Administrative
     Trustees.

            (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 such Securityholder's acceptance of
      a Trust Security, agrees that such Securityholder will look solely to the
      revenue and proceeds from the Trust Property to the extent legally
      available for distribution to such Securityholder as herein provided and
      that the Trustees are not personally liable to such Securityholder for any
      amount distributable in respect of any Trust Security or for any other
      liability in respect of any Trust Security. This Section 8.01(b) does not
      limit the liability of the Trustees expressly set forth elsewhere in this
      Trust Agreement or, in the case of the Property Trustee, in the Trust
      Indenture Act.

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

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

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

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

                  (iv) the Property Trustee shall not be liable for any interest
            on any money  received by it except as it may  otherwise  agree with
            the  Depositor and



                                       32
<PAGE>   38


          money held by the Property Trustee need not be segregated from other
          funds held by it except in relation to the Payment Account maintained
          by the Property Trustee pursuant to Section 3.01 and except to the
          extent otherwise required by law; and

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

      8.02  CERTAIN NOTICES.

            (a) Within five Business Days after the Property Trustee learns of
      occurrence of any Event of Default, the Property Trustee shall transmit,
      in the manner and to the extent provided in Section 10.08, notice of such
      Event of Default to the Securityholders, the Administrative Trustees and
      the Depositor, unless such Event of Default shall have been cured or
      waived prior to the sending of such notice. For purposes of this Section
      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 10.08,
      notice of the Depositor's election to begin or further extend an Extension
      Period on the Junior Subordinated Debentures (unless such election shall
      have been revoked) within the time specified for transmitting such notice
      to the holders of the Junior Subordinated Debentures pursuant to the
      Indenture as originally executed.

            (c) In the event the Depositor elects to accelerate the Maturity
      Date in accordance with Section 2.02 of the Indenture, the Property
      Trustee shall give notice to each Holder of Trust Securities of the
      acceleration of the Maturity Date and the Accelerated Maturity Date not
      later than five Business Days after the Property Trustee receives the
      notice provided in Section 2.02(c) of the Indenture.

     8.03  CERTAIN  RIGHTS OF PROPERTY  TRUSTEE.  Subject to the  provisions  of
Section 8.01:

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

            (b) if (i) in performing its duties under this Trust Agreement the
      Property Trustee is required to decide between alternative courses of
      action or (ii) in construing any of the provisions of this Trust Agreement
      the Property Trustee finds the same ambiguous or inconsistent with other
      provisions contained herein or (iii) the Property Trustee is unsure of the
      application of any provision of this Trust Agreement, then,



                                       33
<PAGE>   39


     except as to any matter as to which the Holders of the Preferred Securities
     are entitled to vote under the terms of this Trust Agreement, the Property
     Trustee shall deliver a notice to the Depositor requesting written
     instructions of the Depositor as to the course of action to be taken and
     the Property Trustee shall take such action, or refrain from taking such
     action, as the Property Trustee shall be instructed in writing to take, or
     to refrain from taking, by the Depositor; provided, however, that if the
     Property Trustee does not receive such instructions of the Depositor within
     10 Business Days after it has delivered such notice, or such reasonably
     shorter period of time set forth in such notice (which to the extent
     practicable shall not be less than two Business Days), it may, but shall be
     under no duty to, take or refrain from taking such action not inconsistent
     with this Trust Agreement as it shall deem advisable and in the best
     interests of the Securityholders, in which event the Property Trustee shall
     have no liability except for its own bad faith, negligence or willful
     misconduct;

          (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
      re-recording, re-filing or re-registration thereof;

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

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

            (h) the Property Trustee shall not be bound to make any
      investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      consent, order, approval, bond, debenture, note or other evidence of
      indebtedness or other paper or document, unless requested in writing to do
      so by one



                                       34
<PAGE>   40


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

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

            (k) except as otherwise expressly provided by this Trust Agreement,
      the Property Trustee shall not be under any obligation to take any action
      that is discretionary under the provisions of this Trust Agreement. No
      provision of this Trust Agreement shall be deemed to impose any duty or
      obligation on the Property Trustee to perform any act or acts or exercise
      any right, power, duty or obligation conferred or imposed on it, in any
      jurisdiction in which it shall be illegal, or in which the Property
      Trustee shall be unqualified or incompetent in accordance with applicable
      law, to perform any such act or acts, or to exercise any such right,
      power, duty or obligation. No permissive power or authority available to
      the Property Trustee shall be construed to be a duty.

      8.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The recitals
contained herein and in the Trust Securities Certificates shall be taken as the
statements of the Trust, and the Trustees do not assume any responsibility for
their correctness. The Trustees (as such) shall not be accountable for the use
or application by the Depositor of the proceeds of the Junior Subordinated
Debentures.

      8.05 MAY HOLD SECURITIES. Any Trustee or any other agent of any Trustee or
the Trust, in its individual or any other capacity, may become the owner or
pledgee of Trust Securities and, subject to Sections 8.08 and 8.13 and except as
provided in the definition of the term "Outstanding" in Article I, may otherwise
deal with the Trust with the same rights it would have if it were not a Trustee
or such other agent.

      8.06  COMPENSATION; INDEMNITY; FEES.  The Depositor agrees:

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

            (b) except as otherwise expressly provided herein, to reimburse the
      Trustees upon request for all reasonable expenses, disbursements and
      advances incurred or made



                                       35

<PAGE>   41


     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) each Trustee and any predecessor Trustee, (ii) any
      Affiliate of any Trustee, (iii) any officer, director, shareholder,
      employee, representative or agent of any Trustee, and (iv) any employee or
      agent of the Trust (referred to 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 Indemnified Person arising
      out of or in connection with the creation, operation or dissolution of the
      Trust or any act or omission performed or omitted by 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 in respect of any
      loss, damage or claim incurred by such Indemnified Person by reason of
      gross negligence, bad faith or willful misconduct with respect to such
      acts or omissions (or, in the case of the Property Trustee, by reason of
      negligence, bad faith or willful misconduct with respect to such acts or
      omissions).

      The provisions of this Section 8.06 shall survive the termination of this
Trust Agreement and the resignation or removal of the Property Trustee or the
Delaware Trustee, as the case may be.

      The Depositor and any Trustee may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Trust Securities shall have no rights by virtue of the Trust
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Trust, shall not be deemed wrongful or improper. Neither the
Depositor nor any Trustee shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and the
Depositor or any Trustee shall have the right to take for its own account
(individually or as a partner of fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

      No Trustee may claim any Lien on any Trust Property as a result of any
amount due pursuant to this Section 8.06.

      8.07  CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.


                                       36


<PAGE>   42




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

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

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

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

      8.09 CO-TRUSTEES AND SEPARATE TRUSTEE. Unless an Event of Default shall
have occurred and be continuing, at any time or times, for the purpose of
meeting the legal requirements of the Trust Indenture Act or of any jurisdiction
in which any part of the Trust Property may at the time be located, the
Depositor and the Administrative Trustees shall have power to appoint, and upon
the written request of the Property Trustee, the Depositor and the
Administrative Trustees 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. If the Depositor
and the Administrative Trustees do not join in such appointment within 15 days
after the receipt by them 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 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.



                                       37

<PAGE>   43



      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.

      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:

          (a) 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.

          (b) 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.

          (c) 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, and, in case a Debenture Event of Default has occurred
     and is continuing, the Property Trustee shall have power to accept the
     resignation of, or remove, any such co-trustee or separate trustee without
     the concurrence of the Depositor. Upon the written request of the Property
     Trustee, the Depositor shall join with the Property Trustee in the
     execution, delivery and performance of all instruments and agreements
     necessary or proper to effectuate such resignation or removal. A successor
     to any co-trustee or separate trustee so resigned or removed may be
     appointed in the manner provided in this Section 8.09.

          (d) 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.

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

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

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



                                       38

<PAGE>   44



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

      Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Securityholders. If
the instrument of acceptance by the successor Trustee required by Section 8.11
shall not have been delivered to the Relevant Trustee within 30 days after the
giving of such notice of resignation, the Relevant Trustee may petition, at the
expense of the Depositor, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

      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 Preferred Securities, delivered to such Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Holder of the Common Securities at any time. In no event will
the Holders of the Preferred Securities have the right to vote to appoint,
remove or replace the Administrative Trustees.

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

      The Property Trustee shall give notice of each resignation and each
removal of a Relevant Trustee and each appointment of a successor Trustee to all
Securityholders in the



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<PAGE>   45



manner provided in Section 10.08 and shall give notice to the Depositor. Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust office if it is the Property Trustee.

      Subject to the foregoing or any other provision of this Trust Agreement,
in the event any Administrative Trustee or a Delaware Trustee who is a natural
person dies or becomes, in the opinion of the Depositor, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by (a) the unanimous act of the remaining Administrative Trustees if
there are at least two of them or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees or the Delaware Trustee, as the case may be, set
forth in Section 8.07).

      8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the appointment
hereunder of a successor Trustee, the retiring Relevant Trustee and each
successor Trustee shall execute and deliver an instrument wherein each successor
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 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 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 Trustee such retiring Relevant
Trustee shall duly assign, transfer and deliver to such successor Trustee all
Trust Property, all proceeds thereof and money held by such retiring Relevant
Trustee hereunder with respect to the Trust Securities and the Trust. Upon
request of any such successor Trustee, the Trust shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in the
immediately preceding paragraph, as the case may be. No successor Trustee shall
accept its appointment unless at the time of such acceptance such successor
Trustee shall be qualified and eligible under this Article.

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

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

      8.14  REPORTS BY PROPERTY TRUSTEE.


                                       40


<PAGE>   46



            (a) Not later than July 31 of each year commencing with July 31,
      2001, the Property Trustee shall transmit to all Securityholders in
      accordance with Section 10.08, and to the Depositor, a brief report dated
      as of the preceding December 31 with respect to:

                  (i) its eligibility under Section 8.07 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.

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

      8.15 REPORTS TO THE PROPERTY TRUSTEE. The Depositor and the Administrative
Trustees on behalf of the Trust shall provide to the Property Trustee such
documents, reports and information as required by Section 314 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.

      8.16 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Each of the
Depositor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with the 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.

      8.17  NUMBER OF TRUSTEES.

            (a) The number of Trustees shall be four, 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 8.17(a), or
      if the number of Trustees is increased pursuant to Section 8.17(a), a
      vacancy shall occur. The vacancy shall be filled with a Trustee appointed
      in accordance with Section 8.10.




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<PAGE>   47



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

      8.18  DELEGATION OF POWER.

            (a) Any Administrative Trustee may, by power of attorney consistent
      with applicable law, delegate to any other natural person over the age of
      21 his or her power for the purpose of executing any documents
      contemplated in Section 2.07(a)(i); and

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

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

      8.20 MAINTENANCE OF LISTING. The Administrative Trustees shall use their
best efforts to maintain the listing of the Preferred Securities on The American
Stock Exchange LLC or another national exchange or the National Market System of
The Nasdaq Stock Market for so long as the Preferred Securities are issued and
outstanding; provided, however, that any redemption of the Trust Securities, in
whole or in part, effected in accordance with the provisions of this Trust
Agreement shall not cause or result in a violation of this Section 8.20.

                                   ARTICLE IX
                       DISSOLUTION, LIQUIDATION AND MERGER

      9.01 DISSOLUTION UPON EXPIRATION DATE. Unless earlier dissolved, the Trust
shall automatically dissolve on _______________, 2035 (the "Expiration Date"),
and thereafter the Trust Property shall be distributed in accordance with
Section 9.04.

     9.02 EARLY  DISSOLUTION.  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;




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<PAGE>   48



          (b) delivery of written direction to the Property Trustee by the
     Depositor at any time (which direction is wholly optional and within the
     discretion of the Depositor) to dissolve the Trust and distribute the
     Junior Subordinated Debentures to Securityholders in exchange for the
     Preferred Securities in accordance with Section 9.04;

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

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

      9.03 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 9.04, or upon the
     redemption of all of the Trust Securities pursuant to Section 4.02, 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 of the Certificate of
     Trust by the Administrative Trustee under the Delaware Business Trust Act.

      9.04  LIQUIDATION.

          (a) If an Early Termination Event specified in clause (a), (b), or (d)
     of Section 9.02 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 Section 3808(e) of the Delaware Business Trust Act
     and any other applicable law, to each Securityholder a Like Amount of
     Junior Subordinated Debentures, subject to Section 9.04(d). Notice of
     liquidation shall be given by the Property Trustee by first-class mail,
     postage prepaid, mailed not later than 30 nor more than 60 days prior to
     the Liquidation Date to each Holder of Trust Securities at such Holder's
     address appearing in the Securities Register. All notices of liquidation
     shall:

               (i) state the Liquidation Date;

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




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<PAGE>   49



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

          (b) Except where Section 9.02(c) or 9.04(d) applies, in order to
     effect the liquidation of the Trust and distribution of the Junior
     Subordinated 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 Junior Subordinated Debentures in exchange for the
     Outstanding Trust Securities Certificates.

          (c) Except where Section 9.02(c) or 9.04(d) applies, after the
     Liquidation Date, (i) the Trust Securities will no longer be deemed to be
     Outstanding, (ii) certificates (or, at the election of the Depositor a
     Global Subordinated Debenture, subject to the provisions of the Indenture)
     representing a Like Amount of Junior Subordinated Debentures will be issued
     to Holders of Trust Securities Certificates upon surrender of such
     certificates to the Administrative Trustees or their agent for exchange,
     (iii) the Depositor shall use its reasonable efforts to have the Junior
     Subordinated Debentures listed on the American Stock Exchange or on such
     other securities exchange or other organization as the Preferred Securities
     may then be listed or traded, (iv) any Trust Securities Certificates not so
     surrendered for exchange will be deemed to represent a Like Amount of
     Junior Subordinated Debentures, accruing interest at the rate provided for
     in the Junior Subordinated 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 will be made to Holders
     of Trust Securities Certificates with respect to such Junior Subordinated
     Debentures) and (v) all rights of Securityholders holding Trust Securities
     will cease, except the right of such Securityholders to receive Junior
     Subordinated Debentures upon surrender of Trust Securities Certificates.

          (d) In the event that, notwithstanding the other provisions of this
     Section 9.04, whether because of an order for dissolution entered by a
     court of competent jurisdiction or otherwise, distribution of the Junior
     Subordinated Debentures in the manner provided herein is determined by the
     Property Trustee not to be practical, the Trust shall be dissolved and the
     Trust Property shall be liquidated by the Property Trustee in such manner
     as the Property Trustee determines. In such event, on the date of the
     dissolution of the Trust, Securityholders will be entitled to receive out
     of the assets of the Trust available for distribution to Securityholders,
     after satisfaction of liabilities to creditors of the Trust as provided by
     Section 3808(e) of the Delaware Business Trust Act and any other 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, the Liquidation Distribution can be paid only in part because
     the Trust has insufficient assets available to pay in full the aggregate
     Liquidation Distribution, then, subject to the next succeeding sentence,
     the amounts payable by the Trust on the Trust Securities shall be paid on a
     pro rata basis (based upon Liquidation Amounts). The Holder of the Common
     Securities will be entitled to receive Liquidation Distributions upon any
     such dissolution, pro



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<PAGE>   50



     rata (determined as aforesaid) with Holders of Preferred Securities, except
     that, if a Debenture Event of Default has occurred and is continuing, the
     Preferred Securities shall have a priority over the Common Securities with
     respect to any distributions.

      9.05 MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST.
The Trust may not merge with or into, consolidate, amalgamate, or be replaced
by, or convey, transfer or lease its properties and assets substantially as an
entirety to any corporation or other Person, except pursuant to this Section
9.05. At the request of the Depositor, with the consent of the Administrative
Trustees and without the consent of the Holders of the Preferred Securities, the
Property Trustee or the Delaware Trustee, the Trust may merge with or into,
consolidate, amalgamate, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any state; provided, that (i) such successor entity either (a)
expressly assumes all of the obligations of the Trust with respect to the
Preferred Securities or (b) substitutes for the Preferred Securities other
securities having substantially the same terms as the Preferred Securities (the
"Successor Securities") so long as the Successor Securities rank the same as the
Preferred Securities rank in priority with respect to distributions and payments
upon liquidation, redemption and otherwise, (ii) the Depositor expressly
appoints a trustee of such successor entity possessing substantially the same
powers and duties as the Property Trustee as the holder of the Junior
Subordinated Debentures, (iii) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders of the Preferred Securities (including
any Successor Securities) in any material respect, (iv) such successor entity
has a purpose identical to that of the Trust, (v) the Successor Securities will
be listed or traded on any national securities exchange or other organization on
which the Preferred Securities may then be listed, (vi) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel experienced in such matters to the
effect that (a) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect, and (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity will 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 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.




                                       45

<PAGE>   51



                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

      10.01 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, 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.

      10.02 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 8.11 with respect to acceptance of appointment
      by a successor Trustee, (ii) to cure any ambiguity, correct or supplement
      any provision herein or therein which may be inconsistent with any other
      provision herein or therein, or to make any other provisions with respect
      to matters or questions arising under this Trust Agreement, that shall not
      be inconsistent with the other provisions of this Trust Agreement, 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
      will 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 will not be required to register as an "investment
      company" under the Investment Company Act; provided, however, that in the
      case of clause (ii), such action shall not adversely affect in any
      material respect the interests of any 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 6.01(c) or Section 10.02(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 will 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 6.03 or 6.06 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 6.03 or 6.06 hereof), this paragraph (c) of
      this Section 10.02 may not be amended.




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<PAGE>   52



            (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.

      10.03 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.

      10.04 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).

      10.05 PAYMENTS DUE ON NON-BUSINESS DAY. If the date fixed for any payment
on any Trust Security shall be a day that is not a Business Day, then such
payment need not be made on such date but may be made on the next succeeding day
which is a Business Day (except as otherwise provided in Sections 4.01(a) and
4.02(d)), with the same force and effect as though made on the date fixed for
such payment, and no Distribution shall accumulate thereon for the period after
such date.

      10.06 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 Twelve 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.

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




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<PAGE>   53



      10.08 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 Preferred Securities, to
such Securityholder 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 Blue Valley Ban Corp., 11935 Riley, Overland Park, KS
66225-6128, Attention: Chief Executive Officer; Facsimile No.: (913) 338-2801.
Any notice to the Holders of the Preferred Securities shall also be given to
such Owners as have, within two years preceding the giving of such notice, filed
their names and addresses with the Property Trustee for that purpose. Such
notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

      Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration; (b) with
respect to the Delaware Trustee, to 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration; and (c) with respect
to the Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of BVBC 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.

      10.09 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) (collectively, "Bankruptcy Laws")
or otherwise join in the commencement of any proceeding against the Trust under
any Bankruptcy Law. In the event the Depositor takes action in violation of this
Section 10.09, the Property Trustee agrees, for the benefit of Securityholders,
that at the expense of the Depositor (which expense shall be paid prior to the
filing), it shall file an answer with the bankruptcy court or otherwise properly
contest the filing of such petition by the Depositor against the Trust or the
commencement of such action and raise the defense that the Depositor has agreed
in writing not to take such action and should be stopped and precluded
therefrom. The provisions of this Section 10.09 shall survive the termination of
this Trust Agreement.




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<PAGE>   54



      10.10 TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

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

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

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

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

      10.11 ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE.

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

      10.12 COUNTERPARTS. This Trust Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
and all of which counterparts together shall constitute one and the same
agreement.

      10.13 EXCHANGE ACT OBLIGATIONS. For so long as the Trust Securities shall
remain Outstanding, Depositor shall fulfill all reporting and filing obligations
under the Securities Exchange Act of 1934, as amended, as applicable to
companies having a class of securities registered under Section 12(b) or 12(g)
thereunder.




                                       49

<PAGE>   55



                           BLUE VALLEY BAN CORP.,
                           as Depositor


                           By:
                               --------------------------------------
                               Robert D. Regnier
                               Chief Executive Officer


                           WILMINGTON TRUST COMPANY,
                           as Property Trustee


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


                           WILMINGTON TRUST COMPANY,
                           as Delaware Trustee


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


                           ------------------------------------------
                           Robert D. Regnier, as Administrative Trustee


                           ------------------------------------------
                           Mark A. Fortino, as Administrative Trustee








                                       50

<PAGE>   56





                                   EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                              BVBC CAPITAL TRUST I


      THIS CERTIFICATE OF TRUST OF BVBC CAPITAL TRUST I (the "Trust"), dated as
of March 30, 2000, is being duly executed and filed by WILMINGTON TRUST COMPANY,
a Delaware banking corporation, as Delaware trustee, and Robert D. Regnier and
Mark A. Fortino, each an individual, as administrative trustees, to form a
business trust under the Delaware Business Trust Act (12 Del. C. ss.ss. 3801 et
seq.)

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

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

     3. EFFECTIVE DATE.  This Certificate of Trust shall be effective upon the
date and timing of filing.

     4.  COUNTERPARTS.  This Certificate of Trust may be executed in one or more
counterparts.

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

                                    WILMINGTON TRUST COMPANY,
                                    as Delaware trustee



                                    -------------------------------------------
                                    Name:  Kathleen A. Pedelini
                                    Title:  Administrative Account Manager



                                    -------------------------------------------
                                    Robert D. Regnier, Administrative Trustee



                                    -------------------------------------------
                                    Mark A. Fortino, Administrative Trustee




                                       51

<PAGE>   57





                                    EXHIBIT B

                    FORM OF CERTIFICATE DEPOSITORY AGREEMENT



                                       52

<PAGE>   58





                                    EXHIBIT C

CERTIFICATE NUMBER     C-1                        NUMBER OF COMMON SECURITIES
                                                                     38,660


                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                              BVBC CAPITAL TRUST I

                                 % COMMON SECURITIES
                       (LIQUIDATION AMOUNT $8.00 PER COMMON SECURITY)


      BVBC CAPITAL TRUST I, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Blue Valley Ban Corp.
(the "Holder") is the registered owner of Thirty-Eight Thousand Six Hundred
Sixty (38,660) securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated the      % Common Securities
(liquidation amount $8.00 per Common Security) (the "Common Securities"). In
accordance with Section 5.10 of the Trust Agreement (as defined below), the
Common Securities are not transferable and any attempted transfer hereof shall
be void. The designations, rights, privileges, restrictions, preferences, and
other terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall in
all respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of              , 2000, as the same may
be amended from time to time (the "Trust Agreement"), including the designation
of the terms of Common Securities as set forth therein. The Trust will furnish a
copy of the Trust Agreement to the Holder without charge upon written request to
the Trust at its principal place of business or registered office. Upon receipt
of this certificate, the Holder is bound by the Trust Agreement and is entitled
to the benefits thereunder.

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


                              BVBC CAPITAL TRUST I



                                    By:
                                       ----------------------------------------
                                                        , Administrative Trustee
                                       -----------------




                                       53

<PAGE>   59



                                    EXHIBIT D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES


      AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
             , 2000, between BLUE VALLEY BAN CORP., a Kansas corporation (the
"Company"), and BVBC CAPITAL TRUST I, a Delaware business trust (the "Trust").

                                    RECITALS

      WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive Debentures from, the Company and to issue and sell
up to 1,437,500         % Cumulative Trust Preferred Securities (the "Preferred
Securities") with such powers, preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust Agreement of the Trust dated
as of                 , 2000, as the same may be amended from time to time (the
"Trust Agreement");

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

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

                                    ARTICLE I

      Section 1.1.  Guarantee by the Company.

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

      Section 1.2.  Term of Agreement.

      This Agreement shall terminate and be of no further force and effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the Preferred Securities (whether upon redemption,
liquidation, exchange or otherwise); and (b) the date on which there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
holder of



                                       54

<PAGE>   60




Preferred Securities or any Beneficiary must restore payment of any sums paid
under the Preferred Securities, under any obligation, under the Preferred
Securities Guarantee Agreement dated the date hereof by the Company and
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.

                                   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.




                                       55

<PAGE>   61




      Section 2.2.  Amendment.

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

      Section 2.3.  Notices.

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

            Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890
            Facsimile No.: (302) 651-1576
            Attention: Corporate Trust Administration

            Blue Valley Ban Corp.
            11935 Riley
            Overland Park, Kansas  66225-6128
            Facsimile No.: (913) 338-2801
            Attention: Robert D. Regnier, Chief Executive Officer

      Section 2.4.  Governing Law.

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

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

                                   BLUE VALLEY BAN CORP.



                                   By:
                                      -----------------------------------------
                                   Robert D. Regnier, Chief Executive Officer


                                   BVBC CAPITAL TRUST I



                                   By:
                                      -----------------------------------------
                                                       , Administrative Trustee
                                      -----------------




                                       56

<PAGE>   62




                                    EXHIBIT E

      This Preferred Security is a Book-Entry Preferred Securities Certificate
within the meaning of the Trust Agreement hereinafter referred to and is
registered in the name of The Depository Trust Company, a New York corporation
(the "Depositary") or a nominee of the Depositary. This Preferred Security is
exchangeable for Preferred Securities registered in the name of a person other
than the Depositary or its nominee only in the limited circumstances described
in the Trust Agreement (as defined below) and no transfer of this Preferred
Security (other than a transfer of this Preferred Security as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary) may be registered except in
limited circumstances.

      Unless this Preferred Security is presented by an authorized
representative of the Depositary to BVBC Capital Trust I or its agent for
registration of transfer, exchange or payment, and any Preferred Security issued
is registered in the name of Cede & Co., or such other name as requested by an
authorized representative of the Depositary (and any payment hereon is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co. has an interest herein.





                                       57

<PAGE>   63




          EX-4.7

                % Cumulative Preferred Security Certificate



Certificate Number                              Number of Preferred Securities
   **P-1**                                                           1,250,000

                              CUSIP NO. 124296 20 3

                   Certificate Evidencing Preferred Securities
                                       of
                              BVBC Capital Trust I

                         % Cumulative Preferred Securities
                (liquidation amount $8.00 per Preferred Security)

      BVBC Capital Trust I, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of One Million Two Hundred Fifty Thousand
(1,250,000) preferred securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated the        % Cumulative
Preferred Securities (liquidation amount $8.00 per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.04 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences, and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of           , 2000, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of Preferred Securities as set forth therein. The Holder is entitled
to the benefits of the Preferred Securities Guarantee Agreement entered into by
Blue Valley Ban Corp., a Kansas corporation, and Wilmington Trust Company, as
guarantee trustee, dated as of                , 2000 (the "Guarantee"), to the
extent provided therein. The Trust will 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.

      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this certificate this            day of              , 2000.

                                   BVBC CAPITAL TRUST I



                                    By:
                                       ----------------------------------------
                                       Robert D. Regnier, Administrative Trustee




                                    By:
                                       ----------------------------------------
                                       Mark A. Fortino, Administrative Trustee




                                       58