<PAGE>   1


                                                                     EXHIBIT 4.3


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

                                 TRUST AGREEMENT

                                      AMONG


                                    VIB CORP
                                  as Depositor


                            FIRST UNION NATIONAL BANK
                               as Property Trustee


                                       and


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                           as Administrative Trustees


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


                            Dated as of July 12, 2000


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



                              VIBC CAPITAL TRUST I


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


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                                TABLE OF CONTENTS


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<TABLE>
<S>                                                                                         <C>
ARTICLE I.       DEFINED TERMS

        SECTION 1.1.  Definitions............................................................1

ARTICLE II.      THE TRUST

        SECTION 2.1.  Name..................................................................10
        SECTION 2.2.  Principal Place of Business...........................................10
        SECTION 2.3.  Initial Contribution of Trust Property; Fees, Costs and Expenses......10
        SECTION 2.4.  Purposes of Trust.....................................................10
        SECTION 2.5.  Authorization to Enter into Certain Transactions......................11
        SECTION 2.6.  Assets of Trust.......................................................14
        SECTION 2.7.  Title to Trust Property...............................................14

ARTICLE III.     PAYMENT ACCOUNT;  PAYING AGENTS

        SECTION 3.1.  Payment Account.......................................................14
        SECTION 3.2.  Appointment of Paying Agents..........................................15

ARTICLE IV.      DISTRIBUTIONS; REDEMPTION

        SECTION 4.1.  Distributions.........................................................15
        SECTION 4.2.  Redemption............................................................16
        SECTION 4.3.  Subordination of Common Securities....................................18
        SECTION 4.4.  Payment Procedures....................................................19
        SECTION 4.5.  Withholding Tax.......................................................19
        SECTION 4.6.  Tax Returns and Reports...............................................20
        SECTION 4.7.  Payment of Taxes, Duties, Etc. of the Trust...........................20
        SECTION 4.8.  Payments under Indenture or Pursuant to Direct Actions................20
        SECTION 4.9.  Exchanges.............................................................20

ARTICLE V.       SECURITIES

        SECTION 5.1.  Initial Ownership.....................................................21
        SECTION 5.2.  Authorized Trust Securities...........................................21
        SECTION 5.3.  Issuance of the Common Securities; Subscription and Purchase of
                      Notes.................................................................22
        SECTION 5.4.  The Securities Certificates...........................................22
        SECTION 5.5.  Rights of Holders.....................................................23
        SECTION 5.6.  Book-Entry Preferred Securities.......................................23
</TABLE>

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<TABLE>
<S>                                                                                         <C>
        SECTION 5.7.  Registration of Transfer and Exchange of Preferred Securities
                      Certificates..........................................................25
        SECTION 5.8.  Mutilated, Destroyed, Lost or Stolen Securities Certificates..........26
        SECTION 5.9.  Persons Deemed Holders................................................26
        SECTION 5.10. Cancellation..........................................................27
        SECTION 5.11. Ownership of Common Securities by Depositor...........................27
        SECTION 5.12. Restricted Legends....................................................28

ARTICLE VI.      MEETINGS; VOTING; ACTS OF HOLDERS

        SECTION 6.1.  Notice of Meetings....................................................29
        SECTION 6.2.  Meetings of Holders of the Preferred Securities.......................29
        SECTION 6.3.  Voting Rights.........................................................30
        SECTION 6.4.  Proxies, Etc..........................................................30
        SECTION 6.5.  Holder Action by Written Consent......................................30
        SECTION 6.6.  Record Date for Voting and Other Purposes.............................30
        SECTION 6.7.  Acts of Holders.......................................................31
        SECTION 6.8.  Inspection of Records.................................................32
        SECTION 6.9.  Limitations on Voting Rights..........................................32
        SECTION 6.10. Acceleration of Maturity; Rescission of Annulment; Waivers of Past
                      Defaults..............................................................33

ARTICLE VII.     REPRESENTATIONS AND WARRANTIES

        SECTION 7.1.  Representations and Warranties of the Trustee.........................35
        SECTION 7.2.  Representations and Warranties of Depositor...........................36

ARTICLE VIII.    THE TRUSTEES

        SECTION 8.1.  Number of Trustees....................................................37
        SECTION 8.2.  Property Trustee Required.............................................37
        SECTION 8.3.  Reserved..............................................................37
        SECTION 8.4.  Appointment of Administrative Trustees................................38
        SECTION 8.5.  Duties and Responsibilities of the Trustees...........................38
        SECTION 8.6.  Notices of Defaults and Extensions....................................39
        SECTION 8.7.  Certain Rights of Property Trustee....................................40
        SECTION 8.8.  Delegation of Power...................................................43
        SECTION 8.9.  May Hold Securities...................................................43
        SECTION 8.10. Compensation; Reimbursement; Indemnity................................43
        SECTION 8.11. Resignation and Removal; Appointment of Successor.....................44
        SECTION 8.12. Acceptance of Appointment by Successor................................45
        SECTION 8.13. Merger, Conversion, Consolidation or Succession to Business...........45
        SECTION 8.14. Not Responsible for Recitals or Issuance of Securities................46
</TABLE>

                                       ii


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<TABLE>
<S>                                                                                         <C>
        SECTION 8.15. Trustee May File Proofs of Claim......................................46
        SECTION 8.16. Reports to the Property Trustee.......................................47

ARTICLE IX.      TERMINATION, LIQUIDATION AND MERGER

        SECTION 9.1.  Dissolution Upon Expiration Date......................................47
        SECTION 9.2.  Early Termination.....................................................47
        SECTION 9.3.  Termination...........................................................48
        SECTION 9.4.  Liquidation...........................................................48
        SECTION 9.5.  Mergers, Consolidations, Amalgamations or
                      Replacements of Trust.................................................49

ARTICLE X.

MISCELLANEOUS PROVISIONS

        SECTION 10.1. Limitation of Rights of Holders.......................................51
        SECTION 10.2. Agreed Tax Treatment of Trust and Trust Securities....................51
        SECTION 10.3. Amendment.............................................................51
        SECTION 10.4. Separability..........................................................52
        SECTION 10.5. Governing Law.........................................................53
        SECTION 10.6. Successors............................................................53
        SECTION 10.7. Headings..............................................................53
        SECTION 10.8. Reports, Notices and Demands..........................................53
        SECTION 10.9.  Agreement Not to Petition............................................54
</TABLE>
||
EXHIBITS

Exhibit A        Reserved
Exhibit B        Form of Common Securities Certificate
Exhibit C        Form of  Preferred Securities Certificate


                                       iii


<PAGE>   5


        TRUST AGREEMENT, dated as of July 12, 2000, among (i) VIB Corp, a
California corporation (including any successors or permitted assigns, the
"Depositor"), (ii) First Union National Bank, a national banking association, as
property trustee (in such capacity, the "Property Trustee"), (iii) Dennis L.
Kern, an individual, Harry G. Gooding, an individual and Jack Brittain, an
individual, each of whose address is c/o VIB Corp, 1498 Main Street, El Centro,
CA 92243 as administrative trustees (in such capacities, each an "Administrative
Trustee" and collectively the "Administrative Trustees" and, together with the
Property Trustee, the "Trustees") and (iv) the several Holders, as hereinafter
defined.


                                   WITNESSETH

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

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


                                   ARTICLE I.

                                  DEFINED TERMS

        SECTION 1.1. Definitions.

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

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

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

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


<PAGE>   6


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

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

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

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

        "Act" has the meaning specified in Section 6.7.

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

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

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

        "Additional Tax Sums" has the meaning specified in Section 10.4 of the
Indenture.

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

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

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

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


                                        2


<PAGE>   7


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

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

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

        "Board of Directors" means the board of directors of the Depositor or
any other duly authorized committee of the board of directors of the Depositor.

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

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

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

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

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

        "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this Trust


                                        3


<PAGE>   8


Agreement such Commission is not existing and performing the duties assigned to
it, then the body performing such duties at such time.

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

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

        "Corporate Trust Office" means the principal office of the Property
Trustee at which any particular time its corporate trust business shall be
administered, which office at the date of this Trust Agreement is located at 401
S. Tryon Street, 12th Floor, Charlotte, North Carolina 28288- 1179, Attention:
Corporate Trust.

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

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

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

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

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

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

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

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

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

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

                                        4


<PAGE>   9


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

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

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

        (d) default in the performance, or breach, in any material respect, of
        any covenant or warranty of the Trustees in this Trust Agreement (other
        than those specified in clause (b) or (c) above) and continuation of
        such default or breach for a period of 30 days after there has been
        given, by registered or certified mail, to the Trustees and to the
        Depositor by the Holders of at least 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, unless Holders in aggregate
        Liquidation Amount of Outstanding Preferred Securities not less than the
        aggregate Liquidation Amount of Outstanding Preferred Securities that
        gave such notice shall agree in writing to an extension of such period
        prior to its expiration; or

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

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

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

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

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

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

        "Holder" means a Person in whose name a Trust Security or Trust
Securities are registered in the Securities Register.

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


                                        5


<PAGE>   10


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

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

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

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

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

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

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

        "Majority in Liquidation Amount of the Preferred Securities" means
Preferred Securities representing more than 50% of the aggregate Liquidation
Amount of all then Outstanding Preferred Securities.

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

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

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


                                        6

<PAGE>   11


        "Notes" means the Depositor's 11.695% Junior Subordinated Notes issued
pursuant to the Indenture.

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

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

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

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

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

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

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

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

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

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


                                             7


<PAGE>   12


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

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

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

        "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee for the benefit of the Holders
in which all amounts paid in respect of the Notes will be held and from which
the Property Trustee, through the Paying Agent, shall make payments to the
Holders in accordance with Sections 4.1 and 4.2.

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

        "Placement Agreement" means the Placement Agreement executed and
delivered by the the Trust, the Depositor and First Union Securities, Inc., as
placement agent, contemporaneously with the execution and delivery of this Trust
Agreement, as amended from time to time.

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

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


                                        8


<PAGE>   13


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

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

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

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

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

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

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

        "Successor Securities" has the meaning specified in Section 9.5.

        "Trust" means the New York common law trust known as "VIBC Capital Trust
I," which is created pursuant to this Trust Agreement.

        "Trust Agreement" means this Trust Agreement, as the same may be
modified, amended or supplemented in accordance with the applicable provisions
hereof, including all exhibits.

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

        "Trust Property" means (a) the Notes, (b) any cash on deposit in, or
owing to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing and any other


                                        9


<PAGE>   14



property and assets for the time being held or deemed to be held by the Property
Trustee pursuant to the trusts of this Trust Agreement.

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


                                   ARTICLE II.

                                    THE TRUST

        SECTION 2.1. Name.

        The trust created hereby shall be known as "VIBC 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 conduct the business of the Trust, make
and execute contracts and other instruments on behalf of the Trust and sue and
be sued.

        SECTION 2.2. Principal Place of Business.

        The principal executive office of the Trust is 1498 Main Street, El
Centro, CA 92243, Attention: Harry G. Gooding, as such address may be changed
from time to time by the Administrative Trustees following written notice to the
Holders and the other Trustees.

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

        The Property Trustee acknowledges receipt from the Depositor of the sum
of $10, which constitutes the initial Trust Property. The Depositor shall pay
all fees, costs and expenses of the Trust (except with respect to the Trust
Securities) as they arise or shall, upon request of any Trustee, promptly
reimburse such Trustee for any such fees, costs and expenses paid by such
Trustee. The Depositor shall make no claim upon the Trust Property for the
payment of such fees, costs or expenses.

        SECTION 2.4. Purposes of Trust.

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

        (b) So long as this Trust Agreement remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trust (or the Trustees acting


                                       10


<PAGE>   15


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

        SECTION 2.5. Authorization to Enter into Certain Transactions.

        (a) The Trustees shall conduct the affairs of the Trust in accordance
with and subject to the terms of this Trust Agreement. In accordance with the
following provisions (i) and (ii), the Trustees shall have the authority to
enter into all transactions and agreements determined by the Trustees to be
appropriate in exercising the authority, express or implied, otherwise granted
to the Trustees, under this Trust Agreement, and to perform all acts in
furtherance thereof, including the following:

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

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

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

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

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

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

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


                                       11



<PAGE>   16


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

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

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

                        (J) execution on behalf of the Trust (either acting
                alone or together with the other Administrative Trustees) of any
                documents that such Administrative Trustee has the power to
                execute pursuant to this Trust Agreement; and

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

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

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

                        (B) the establishment of the Payment Account;

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

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

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

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

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


                                       12


<PAGE>   17


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

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

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

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

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

        (c) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes, so that the Notes will be treated as indebtedness of the Depositor for
United States federal income tax purposes and so that the Trust will not be
deemed to be an "investment company" required to be registered under the
Investment Company Act. In this connection, each Administrative Trustee is
authorized to take any action, not inconsistent with applicable law, the
Certificate of Trust or this Trust Agreement, that such Administrative Trustee
determines in his or her discretion to be necessary or desirable for such
purposes, as long as such action does not adversely affect in any material
respect the interests of the Holders of the Outstanding Preferred Securities. In
no event shall the Administrative Trustees be liable to the Trust or the Holders
for any failure to comply with this section that results from a change in law or
regulation or in the interpretation thereof.

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


                                       13


<PAGE>   18


        SECTION 2.6. Assets of Trust.

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

        SECTION 2.7. Title to Trust Property.

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

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


                                  ARTICLE III.

                         PAYMENT ACCOUNT; PAYING AGENTS

        SECTION 3.1. Payment Account.

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

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

        SECTION 3.2. Appointment of Paying Agents.

        The Paying Agent shall initially be the Property Trustee. The Paying
Agent shall make Distributions to Holders from the Payment Account and shall
report the amounts of such Distributions to the Property Trustee and the
Administrative Trustees. Any Paying Agent shall have the revocable power to
withdraw funds from the Payment Account solely for the purpose of making the
Distributions referred to above. The Administrative Trustees may revoke such
power and remove the Paying Agent in their sole discretion. Any Person acting as
Paying Agent shall

                                       14


<PAGE>   19



be permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative Trustees and the Property Trustee. If the Property Trustee shall
no longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor (which shall be a bank or trust company) to act as Paying Agent. Such
successor Paying Agent appointed by the Administrative Trustees shall execute
and deliver to the Trustees an instrument in which such successor Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
will hold all sums, if any, held by it for payment to the Holders in trust for
the benefit of the Holders entitled thereto until such sums shall be paid to
such Holders. The Paying Agent shall return all unclaimed funds to the Property
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Property Trustee. The provisions of Article
VIII shall apply to the Property Trustee also in its role as Paying Agent, for
so long as the Property Trustee shall act as Paying Agent and, to the extent
applicable, to any other Paying Agent appointed hereunder. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.


                                   ARTICLE IV.

                            DISTRIBUTIONS; REDEMPTION

        SECTION 4.1. Distributions.

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

                (i) Distributions on the Trust Securities shall be cumulative,
        and shall accumulate whether or not there are funds of the Trust
        available for the payment of Distributions. Distributions shall
        accumulate from July 26, 2000, and, except as provided in clause (ii)
        below, shall be payable semi-annually in arrears on January 19 and July
        19 of each year, commencing on January 19, 2001. 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 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. (each date on which
        distributions are payable in accordance with this Section 4.1(a), a
        "Distribution Date");

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


                                       15


<PAGE>   20


                (iii) Distributions shall accumulate in respect of the Trust
        Securities at a rate of 11.695% per annum of the Liquidation Amount of
        the Trust Securities. The amount of Distributions payable for any period
        less than a full Distribution period shall be computed on the basis of a
        360-day year of twelve 30-day months and the actual number of days
        elapsed in a partial month in a period. Distributions payable for each
        full Distribution period will be computed by dividing the rate per annum
        by two. The amount of Distributions payable for any period shall include
        any Additional Interest Amounts in respect of such period; and

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

        (b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities at the close of business on the relevant
record date, which shall be at the close of business on the fifteenth day
(whether or not a Business Day) preceding the relevant Distribution Date.
Distributions payable on any Trust Securities that are not punctually paid on
any Distribution Date as a result of the Depositor having failed to make an
interest payment under the Notes will cease to be payable to the Person in whose
name such Trust Securities are registered on the relevant record date, and such
defaulted Distributions and any Additional Interest Amounts will instead be
payable to the Person in whose name such Trust Securities are registered on the
special record date, or other specified date for determining Holders entitled to
such defaulted Distribution and Additional Interest Amount, established in
accordance with the Indenture.

        SECTION 4.2. Redemption.

        (a) On each Note Redemption Date and on the stated maturity of the
Notes, 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. All notices of
redemption shall state:

                (i) the Redemption Date;

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


                                       16


<PAGE>   21


        further notice shall be sent of the actual Redemption Price on the date
        that such Redemption Price is calculated);

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

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

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

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

        (c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of Notes. 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 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., New York City time, on the
Redemption Date, the Depositor shall deposit sufficient funds with the Property
Trustee to pay the Redemption Price. If such deposit has been made by such time,
then by 12:00 noon, New York City time, on the Redemption Date, the Property
Trustee will, with respect to Book-Entry Preferred Securities, irrevocably
deposit with the Depositary for such Book-Entry Preferred Securities, to the
extent available therefor, funds sufficient to pay the applicable Redemption
Price and will give such Depositary irrevocable instructions and authority to
pay the Redemption Price to the Holders of the Preferred Securities. With
respect to Preferred Securities that are not Book-Entry Preferred Securities,
the Property Trustee will irrevocably deposit with the Paying Agent, to the
extent available therefor, funds sufficient to pay the applicable Redemption
Price and will give the Paying Agent irrevocable instructions and authority to
pay the Redemption Price to the Holders of the Preferred Securities upon
surrender of their Preferred Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities called for redemption shall be payable to the Holders of such
Trust Securities as they appear on the Securities Register on the relevant
record dates for the related Distribution Dates. If notice of redemption shall
have been given and funds deposited as required, then upon the date of such
deposit, all rights of Holders holding Trust Securities so called for redemption
will cease, except the right of such Holders to receive the Redemption Price and
any Distribution payable in respect of the Trust Securities on or prior to the
Redemption Date, but without interest, and 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


                                       17


<PAGE>   22


payable on such date will be made on the next succeeding day that is a Business
Day (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 Agreement, Distributions on such Trust
Securities will continue to accumulate, as set forth in Section 4.1, 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) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata to the Common Securities and the Preferred Securities based upon the
relative aggregate Liquidation Amounts of the Common Securities and the
Preferred Securities. The particular Preferred Securities to be redeemed shall
be selected on a pro rata basis based upon their respective Liquidation Amounts
not more than 60 days prior to the Redemption Date by the Property Trustee from
the Outstanding Preferred Securities not previously called for redemption,
provided, that so long as the Preferred Securities are Book-Entry Preferred
Securities, such selection shall be made in accordance with the Applicable
Depositary Procedures for the Preferred Securities by such Depositary. The
Property Trustee shall promptly notify the Securities Registrar in writing of
the Preferred Securities selected for redemption and, in the case of any
Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of
Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the aggregate
Liquidation Amount of Preferred Securities that has been or is to be redeemed.

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

        SECTION 4.3. Subordination of Common Securities.

        (a) Payment of Distributions (including any Additional Interest Amounts)
on, the Redemption Price of, and the Liquidation Distribution in respect of, the
Trust Securities, as applicable, shall be made, pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
Trust Securities; provided, that if on any Distribution Date, Redemption Date or
Liquidation Date an Event of Default shall have occurred and be


                                       18


<PAGE>   23


continuing, no payment of any Distribution (including any Additional Interest
Amounts) on, Redemption Price of, or Liquidation Distribution in respect of any
Common Security, and no other payment on account of the redemption, liquidation
or other acquisition of Common Securities, shall be made unless payment in full
in cash of all accumulated and unpaid Distributions (including any Additional
Interest Amounts) on all Outstanding Preferred Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Preferred Securities then called for redemption, or in the case of payment of
the Liquidation Distribution the full amount of such Liquidation Distribution on
all Outstanding Preferred Securities, shall have been made or provided for, and
all funds immediately available to the Property Trustee shall first be applied
to the payment in full in cash of all Distributions (including any Additional
Interest Amounts) on, or the Redemption Price of, or the Liquidation
Distribution in respect of, the Preferred Securities then due and payable.

        (b) In the case of the occurrence of any Event of Default, the Holders
of the Common Securities shall have no right to act with respect to any such
Event of Default under this Trust Agreement until all such Events of Default
with respect to the Preferred Securities have been cured, waived or otherwise
eliminated. Until all such Events of Default under this Trust Agreement with
respect to the Preferred Securities have been so cured, waived or otherwise
eliminated, the Property Trustee shall act solely on behalf of the Holders of
the Preferred Securities and not on behalf of the Holders of the Common
Securities, and only the Holders of all the Preferred Securities will have the
right to direct the Property Trustee to act on their behalf.

        SECTION 4.4. Payment Procedures.

        Payments of Distributions (including any Additional Interest Amounts) or
of the Redemption Price, Liquidation Amount or any other amounts 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, at the option of the Depositor, by wire transfer to accounts specified by
the Holders in accordance with procedures established by the Administrative
Trustees. If the Preferred Securities are held by a Depositary, such
Distributions shall be made to the Depositary in immediately available funds.
Payments in respect of the Common Securities shall be made in such manner as
shall be mutually agreed between the Property Trustee and the Holder of all the
Common Securities.

        SECTION 4.5. Withholding Tax.

        The Trust and the Administrative Trustees shall comply with all
withholding and backup withholding tax requirements under United States federal,
state and local law. The Administrative Trustees on behalf of the Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding and backup
withholding tax with respect to each Holder, and any representations and forms
as shall reasonably be requested by the Administrative Trustees on behalf of the
Trust to assist it in determining the extent of, and in fulfilling, its
withholding and backup withholding tax

                                       19


<PAGE>   24


obligations. The Administrative Trustees shall file required forms with
applicable jurisdictions and, unless an exemption from withholding and backup
withholding tax is properly established by a Holder, shall remit amounts
withheld with respect to the Holder to applicable jurisdictions. To the extent
that the Trust is required to withhold and pay over any amounts to any
jurisdiction with respect to Distributions or allocations to any Holder, the
amount withheld shall be deemed to be a Distribution in the amount of the
withholding to the Holder. In the event of any claimed overwithholding, Holders
shall be limited to an action against the applicable jurisdiction. If the amount
required to be withheld was not withheld from actual Distributions made, the
Administrative Trustees on behalf of the Trust may reduce subsequent
Distributions by the amount of such required withholding.

        SECTION 4.6. Tax Returns and Reports.

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

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

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

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

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

        SECTION 4.9. Exchanges.

        (a) If at any time the Depositor or any of its Affiliates (in either
case, a "Depositor Affiliate") is the Owner or Holder of any Preferred
Securities, such Depositor Affiliate shall have the right to deliver to the
Property Trustee all or such portion of its Preferred Securities as it elects
and receive, in exchange therefor, a Like Amount of Notes. Such election (i)
shall be

                                       20


<PAGE>   25


exercisable effective on any Distribution Date by such Depositor Affiliate
delivering to the Property Trustee a written notice of such election specifying
the Liquidation Amount of Preferred Securities with respect to which such
election is being made and the Distribution Date on which such exchange shall
occur, which Distribution Date shall be not less than ten Business Days after
the date of receipt by the Property Trustee of such election notice and (ii)
shall be conditioned upon such Depositor Affiliate having delivered or caused to
be delivered to the Property Trustee or its designee the Preferred Securities
that are the subject of such election by 10:00 A.M. New York time, on the
Distribution Date on which such exchange is to occur. After the exchange, such
Preferred Securities will be canceled and will no longer be deemed to be
Outstanding and all rights of the Depositor Affiliate with respect to such
Preferred Securities will cease.

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


                                   ARTICLE V.

                                   SECURITIES

        SECTION 5.1. Initial Ownership.

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

        SECTION 5.2. Authorized Trust Securities.

        The Trust shall be authorized to issue one series of Preferred
Securities having an aggregate Liquidation Amount of $10,000,000 and one series
of Common Securities having an aggregate Liquidation Amount of $309,000.


                                       21


<PAGE>   26


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

        On the Closing Date, an Administrative Trustee, on behalf of the Trust,
shall execute and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, evidencing an aggregate of 309 Common
Securities having an aggregate Liquidation Amount of $309,000, against receipt
by the Trust of the aggregate purchase price of such Common Securities of
$309,000. Contemporaneously therewith and with the sale by the Trust to the
Holders of an aggregate of 10,000 Preferred Securities having an aggregate
Liquidation Amount of $10,000,000, an Administrative Trustee, on behalf of the
Trust, shall subscribe for and purchase from the Depositor Notes, to be
registered in the name of the Property Trustee on behalf of the Trust and having
an aggregate principal amount equal to $10,309,000, and, in satisfaction of the
purchase price for such Notes, the Property Trustee, on behalf of the Trust,
shall deliver to the Depositor the sum of $10,309,000 (being the aggregate
amount paid by the Holders for the Preferred Securities and the amount paid by
the Depositor for the Common Securities).

        SECTION 5.4. The Securities Certificates.

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

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

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


                                       22


<PAGE>   27


        SECTION 5.5. Rights of Holders.

        The Trust Securities shall have no preemptive or similar rights and when
issued and delivered to Holders against payment of the purchase price therefor
will be fully paid and non-assessable by the Trust. Except as provided in
Section 5.11(b), the Holders of the Trust Securities, in their capacities as
such, shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

        SECTION 5.6. Book-Entry Preferred Securities.

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

        (b) If any Global Preferred Security is to be exchanged for Definitive
Preferred Securities Certificates or canceled in part, or if any Definitive
Preferred Securities Certificate is to be exchanged in whole or in part for any
Global Preferred Security, then either (i) such Global Preferred Security shall
be so surrendered for exchange or cancellation as provided in this Article V or
(ii) the aggregate Liquidation Amount represented by such Global Preferred
Security shall be reduced, subject to Section 5.4, or increased by an amount
equal to the Liquidation Amount represented by that portion of the Global
Preferred Security to be so exchanged or canceled, or equal to the Liquidation
Amount represented by such Definitive Preferred Securities Certificates to be so
exchanged for any Global Preferred Security, as the case may be, by means of an
appropriate adjustment made on the records of the Securities Registrar,
whereupon the Property Trustee, in accordance with the Applicable Depositary
Procedures, shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records. Upon any such surrender to the
Administrative Trustees or the Securities Registrar of any Global Preferred


                                       23


<PAGE>   28


Security or Securities by the Depositary, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Depositary. None of the Securities Registrar or the Trustees shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions.

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

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

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

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


                                       24


<PAGE>   29


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

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

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

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

        (d) Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Securities
Registrar duly executed by the Holder or such Holder's attorney duly authorized
in writing.

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


                                       25


<PAGE>   30


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

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

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

        (b) If the Securities Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Securities Certificate and
there shall be delivered to the Securities Registrar and the Administrative
Trustees such security or indemnity as may be required by them to save each of
them harmless, then in the absence of notice that such Securities Certificate
shall have been acquired by a 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 destroyed, lost or stolen
Securities Certificate, a new Securities Certificate of like class, tenor and
denomination.

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

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

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

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

        SECTION 5.9. Persons Deemed Holders.


                                       26


<PAGE>   31


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

        SECTION 5.10. Cancellation.

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

        SECTION 5.11. Ownership of Common Securities by Depositor.

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

        (b) Any Holder of the Common Securities shall be liable for the debts
and obligations of the Trust in the manner and to the extent set forth with
respect to the Depositor and agrees that it shall be subject to all liabilities
to which the Depositor may be subject.


                                       27


<PAGE>   32

        SECTION 5.12. Restricted Legends.

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

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

        THE TRUST IS NOT REGISTERED AS AN INVESTMENT COMPANY WITHIN THE MEANING
        OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT
        COMPANY ACT"), IN RELIANCE ON AN EXCLUSION FOR ANY ISSUER WHOSE
        OUTSTANDING SECURITIES ARE OWNED EXCLUSIVELY BY PERSONS WHO, AT THE TIME
        OF ACQUISITION, ARE QUALIFIED PURCHASERS AND WHICH DOES NOT AT THIS TIME
        PROPOSE TO MAKE A PUBLIC OFFERING OF ITS SECURITIES.

        THE HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE
        AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH
        PREFERRED SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED
        ONLY (I) TO THE TRUST, (II) TO A PERSON WHOM THE SELLER AND THE TRUST
        REASONABLY BELIEVES, AT THE TIME OF ACQUISITION, IS A "QUALIFIED
        INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
        AND WHO IS A QUALIFIED PURCHASER (AS DEFINED IN THE INVESTMENT COMPANY
        ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III)
        PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
        OR (IV) PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, IN EACH CASE
        IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
        UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF
        (IV), SUBJECT TO THE RIGHT OF THE TRUST AND THE DEPOSITOR TO REQUIRE AN
        OPINION OF COUNSEL AND OTHER INFORMATION SATISFACTORY TO EACH OF THEM
        AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES
        FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."


                                       28


<PAGE>   33


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


                                   ARTICLE VI.

                        MEETINGS; VOTING; ACTS OF HOLDERS

        SECTION 6.1. Notice of Meetings.

        Notice of all meetings of the Holders of the Preferred Securities,
stating the time, place and purpose of the meeting, shall be given by the
Property Trustee pursuant to Section 10.8 to each Holder of Preferred
Securities, at such Holder's registered address, at least 15 days and not more
than 90 days before the meeting. At any such meeting, any business properly
before the meeting may be so considered whether or not stated in the notice of
the meeting. Any adjourned meeting may be held as adjourned without further
notice.

        SECTION 6.2. Meetings of Holders of the Preferred Securities.

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

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

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


                                       29


<PAGE>   34


        SECTION 6.3. Voting Rights.

        Holders shall be entitled to one vote for each $1,000 of Liquidation
Amount represented by their Outstanding Trust Securities in respect of any
matter as to which such Holders are entitled to vote.

        SECTION 6.4. Proxies, Etc.

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

        SECTION 6.5. Holder Action by Written Consent.

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

        SECTION 6.6. Record Date for Voting and Other Purposes.

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


                                       30


<PAGE>   35


        SECTION 6.7. Acts of Holders.

        (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Trust Agreement to be
given, made or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent thereof duly appointed in writing; and, except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to an Administrative Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Trust Agreement and conclusive in favor of the Trustees, if made in the manner
provided in this Section 6.7.

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

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

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

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

        (f) If any dispute shall arise among the Holders or the Trustees with
respect to the authenticity, validity or binding nature of any request, demand,
authorization, direction, notice, consent, waiver or other Act of such Holder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.


                                       31


<PAGE>   36


        SECTION 6.8. Inspection of Records.

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

        SECTION 6.9. Limitations on Voting Rights.

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

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

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


                                       32


<PAGE>   37


such amendment, it would cause the Trust to be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes.

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

        (a) For so long as any Preferred Securities remain Outstanding, if, upon
a Note Event of Default, the Note Trustee fails or the holders of not less than
25% in principal amount of the outstanding Notes fail to declare the principal
of all of the Notes 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 Property
Trustee, the Depositor and the Note Trustee. At any time after a declaration of
acceleration with respect to the Notes has been made and before a judgment or
decree for payment of the money due has been obtained by the Note Trustee as
provided in the Indenture, the Holders of at least a Majority in Liquidation
Amount of the Preferred Securities, by written notice to the Property Trustee,
the Depositor and the Note Trustee, may rescind and annul such declaration and
its consequences if:

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

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

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

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

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

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

        Upon receipt by the Property Trustee of written notice requesting such
an acceleration, or rescission and annulment thereof, by Holders of any part of
the Preferred Securities, a record date shall be established for determining
Holders of Outstanding Preferred Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and

                                       33


<PAGE>   38
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day that is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice that has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 6.10(a).

        (b) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Note Event of Default specified in paragraph (a) or
(b) of Section 5.1 of the Indenture, any Holder of Preferred Securities shall
have the right to institute a proceeding directly against the Depositor,
pursuant to Section 5.8 of the Indenture, for enforcement of payment to such
Holder of any amounts payable in respect of Notes having an aggregate principal
amount equal to the aggregate Liquidation Amount of the Preferred Securities of
such Holder. Except as set forth in Section 6.10(a) and this Section 6.10(b),
the Holders of Preferred Securities shall have no right to exercise directly any
right or remedy available to the holders of, or in respect of, the Notes.

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

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

        (e) The Holders of a Majority in Liquidation Amount of the Preferred
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee in
respect of this Trust Agreement or the Notes or exercising

                                       34


<PAGE>   39


any trust or power conferred upon the Property Trustee under this Trust
Agreement; provided, that, subject to Sections 8.5 and 8.7, the Property Trustee
shall have the right to decline to follow any such direction if the Property
Trustee being advised by counsel determines that the action so directed may not
lawfully be taken, or if the Property Trustee in good faith shall, by an officer
or officers of the Property Trustee, determine that the proceedings so directed
would be illegal or involve it in personal liability or be unduly prejudicial to
the rights of Holders not party to such direction, and provided, further, that
nothing in this Trust Agreement shall impair the right of the Property Trustee
to take any action deemed proper by the Property Trustee and which is not
inconsistent with such direction.


                                  ARTICLE VII.

                         REPRESENTATIONS AND WARRANTIES

        SECTION 7.1. Representations and Warranties of the Property Trustee.

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

                (a) the Property Trustee is a national banking association, duly
        organized, validly existing and in good standing under the laws of the
        United States;

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

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

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

                (e) neither the authorization, execution or delivery by the
        Property Trustee of this Trust Agreement nor the consummation of any of
        the transactions by the Property


                                       35


<PAGE>   40


        Trustee contemplated herein requires the consent or approval of, the
        giving of notice to, the registration with or the taking of any other
        action with respect to any governmental authority or agency under any
        existing law of the United States governing the banking, trust or
        general powers of the Property Trustee; and

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

        SECTION 7.2. Representations and Warranties of Depositor.

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

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

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

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

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

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


                                       36


<PAGE>   41


                (f) neither the authorization, execution or delivery by the
        Depositor of this Trust Agreement nor the consummation of any of the
        transactions by the Depositor contemplated herein requires the consent
        or approval of, the giving of notice to, the registration with or the
        taking of any other action with respect to any governmental authority or
        agency under any existing law governing the Depositor; and

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


                                  ARTICLE VIII.

                                  THE TRUSTEES

        SECTION 8.1. Number of Trustees.

        The number of Trustees shall be four. The number of Trustees may be
increased or decreased by Act of the Holder of the Common Securities. The death,
resignation, retirement, removal, bankruptcy, incompetence or incapacity to
perform the duties of an Trustee shall not operate to annul, dissolve or
terminate the Trust.

        SECTION 8.2. Property Trustee Required.

        There shall at all times be a Property Trustee hereunder with respect to
the Trust Securities. The Property Trustee shall be a corporation organized and
doing business under the laws of the United States or of any State thereof,
authorized to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000, subject to supervision or examination by
federal or state authority and having an office within the United States. If any
such Person publishes reports of condition at least annually pursuant to law or
to the requirements of its supervising or examining authority, then for the
purposes of this Section 8.2, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Property Trustee
shall cease to be eligible in accordance with the provisions of this Section
8.2, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article VIII.

        SECTION 8.3. Reserved.


                                       37


<PAGE>   42


        SECTION 8.4. Appointment of Administrative Trustees.

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

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

        SECTION 8.5. Duties and Responsibilities of the Trustees.

        (a) The rights, immunities, duties and responsibilities of the Trustees
shall be as provided by this Trust Agreement and there shall be no other duties
(including fiduciary duties) or obligations, express or implied, at law or in
equity, of the Trustees. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require any of the Trustees to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its or their rights or
powers, if it or they shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. Whether or not herein expressly so provided, every
provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustees shall be subject to the
provisions of this Section 8.5. To the extent that, at law or in equity, a
Trustee has duties and liabilities relating to the Trust or to the Holders, such
Trustee shall not be liable to the Trust or to any Holder for such Trustee's
good faith reliance on the provisions of this Trust Agreement. The provisions of
this Trust Agreement, to the extent that they restrict the duties and
liabilities of the Trustees otherwise existing at law or in equity, are agreed
by the Depositor and the Holders to replace such other duties and liabilities of
the Trustees.

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


                                       38


<PAGE>   43


distributable in respect of any Trust Security or for any other liability in
respect of any Trust Security. This Section 8.5(b) does not limit the liability
of the Trustees expressly set forth elsewhere in this Trust Agreement.

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

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

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

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

                (iv) the Property Trustee shall not be liable for any interest
        on any money received by it except as it may otherwise agree with the
        Depositor; and money held by the Property Trustee need not be segregated
        from other funds held by it except in relation to the Payment Account
        maintained by the Property Trustee pursuant to Section 3.1 and except to
        the extent otherwise required by law; and

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

        SECTION 8.6. Notices of Defaults and Extensions.

        (a) Within 90 days after the occurrence of a default actually known to
the Property Trustee, the Property Trustee shall transmit notice of such default
to the Holders, the Administrative Trustees and the Depositor, unless such
default shall have been cured or waived; provided, that, except in the case of a
default in the payment of the principal of or any premium or interest (including
any Additional Interest) on any Trust Security, the Property Trustee shall


                                       39


<PAGE>   44


be fully protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Property Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Trust
Securities. For the purpose of this Section, the term "default" means any event
that is, or after notice or lapse of time or both would become, an Event of
Default.

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

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

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

        SECTION 8.7. Certain Rights of Property Trustee.

        Subject to the provisions of Section 8.5:

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

                (b) if (i) in performing its duties under this Trust Agreement
        the Property Trustee is required to decide between alternative courses
        of action, (ii) in construing any of the provisions of this Trust
        Agreement the Property Trustee finds ambiguous or inconsistent with any
        other provisions contained herein or (iii) the Property Trustee is
        unsure of the application of any provision of this Trust Agreement,
        then, except as to any matter as to which the Holders of the Preferred
        Securities are entitled to vote under the terms of this Trust Agreement,
        the Property Trustee shall deliver a notice to the Depositor requesting
        the Depositor's written instruction as to the course of action to be
        taken and the Property Trustee shall take such action, or refrain from
        taking such action, as the Property Trustee shall be instructed in
        writing to take, or to refrain from taking, by the Depositor; provided,
        that if the Property Trustee does not receive such instructions of the


                                       40


<PAGE>   45


        Depositor within ten Business Days after it has delivered such notice or
        such reasonably shorter period of time set forth in such notice, the
        Property Trustee may, but shall be under no duty to, take such action,
        or refrain from taking such action, as the Property Trustee shall deem
        advisable and in the best interests of the Holders, in which event the
        Property Trustee shall have no liability except for its own negligence,
        bad faith or wilful misconduct;

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

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

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

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

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

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


                                       41


<PAGE>   46


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

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

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

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

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

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


                                       42


<PAGE>   47


        SECTION 8.8. Delegation of Power.

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

        SECTION 8.9. May Hold Securities.

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

        SECTION 8.10. Compensation; Reimbursement; Indemnity.

        The Depositor agrees:

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

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

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


                                       43


<PAGE>   48


        The provisions of this Section 8.10 shall survive the termination of
this Trust Agreement and the earlier removal or resignation of any Trustee.

        No Trustee may claim any Lien on any Trust Property as a result of any
amount due pursuant to this Section 8.10.

        SECTION 8.11. Resignation and Removal; Appointment of Successor.

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

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

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

        (d) If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any reason, at a time when no Event of Default shall have occurred and be
continuing, the Holder of the Common Securities, by Act of the Holder of the
Common Securities shall promptly appoint a successor Trustee or Trustees, and
such successor Trustee and the retiring Trustee shall comply with the applicable
requirements of Section 8.12. If the Property Trustee shall resign, be removed
or become incapable of continuing to act as the Property Trustee at a time when
an Event of Default shall have occurred and be continuing, the Holders of the
Preferred Securities, by Act of the Holders of a Majority in Liquidation Amount
of the Preferred Securities shall promptly appoint a successor Property Trustee,
and such successor Property Trustee and the retiring Property Trustee shall
comply with the applicable requirements of Section 8.12. If an Administrative
Trustee shall resign, be removed or become incapable of acting as Administrative
Trustee, at a time when an Event of Default shall have occurred and be
continuing, the Holder of the Common Securities by Act of the Holder of Common
Securities shall promptly appoint a successor Administrative Trustee and such
successor Administrative Trustee and the retiring Administrative Trustee shall
comply with the applicable requirements of Section 8.12. If no successor Trustee
shall have been so appointed by the Holder of the Common Securities or Holders
of the Preferred Securities and accepted appointment in the manner required by
Section 8.12 within 60 days after the giving of a notice of resignation by a
Trustee, the removal of a Trustee, or a Trustee becoming incapable of acting as
such Trustee, any Holder who has been a Holder of Preferred Securities for at
least six months may, on behalf of himself and all others similarly situated,
and any resigning Trustee


                                       44


<PAGE>   49


may, at the expense of the Depositor, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

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

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

        SECTION 8.12. Acceptance of Appointment by Successor.

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

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

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

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

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


                                       45


<PAGE>   50


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

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

        SECTION 8.15. Trustee May File Proofs of Claim.

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

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

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

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

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


                                       46


<PAGE>   51


        SECTION 8.16. Reports to the Property Trustee.

        The Depositor and the Administrative Trustees shall deliver to the
Property Trustee, within 120 days after the end of each fiscal year of the Trust
ending after the date of this Trust Agreement, an Officers' Certificate covering
the preceding fiscal year, stating whether or not to the knowledge of the
signers thereof the Depositor and the Trust are in default in the performance or
observance of any of the terms, provisions and conditions of this Trust
Agreement (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Depositor or the Trust shall be in default,
specifying all such defaults and the nature and status thereof of which they
have knowledge.


                                   ARTICLE IX.

                       TERMINATION, LIQUIDATION AND MERGER

        SECTION 9.1. Dissolution Upon Expiration Date.

        Unless earlier dissolved, the Trust shall automatically dissolve on July
19, 2040 (the "Expiration Date"), and the Trust Property shall be liquidated in
accordance with Section 9.4.

        SECTION 9.2. Early Termination.

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

                (a) the occurrence of a Bankruptcy Event in respect of, or the
        dissolution or liquidation of, the Depositor, in its capacity as the
        Holder of the Common Securities, unless the Depositor shall transfer the
        Common Securities as provided by Section 5.11, in which case this
        provision shall refer instead to any such successor Holder of the Common
        Securities;

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

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


                                       47


<PAGE>   52


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

        SECTION 9.3. Termination.

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

        SECTION 9.4. Liquidation.

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

                (i) state the Liquidation Date;

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

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

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


        (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like


                                       48


<PAGE>   53

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

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

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

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

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


                                       49


<PAGE>   54


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

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

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

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

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

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

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

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


                                       50


<PAGE>   55


                                   ARTICLE X.

                            MISCELLANEOUS PROVISIONS

        SECTION 10.1. Limitation of Rights of Holders.

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

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

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

        SECTION 10.3. Amendment.

        (a) This Trust Agreement may be amended from time to time by the
Property Trustee, the Administrative Trustees and the Holder of all the Common
Securities, without the consent of any Holder of the Preferred Securities, (i)
to cure any ambiguity, correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, (ii) to modify, eliminate or add to any provisions of this
Trust Agreement to such extent as shall be necessary to ensure that the Trust
will not be taxable as a corporation or will not be classified as other than a
grantor trust for United States federal income tax purposes at all times that
any Trust Securities are Outstanding or to ensure that the Notes are treated as
indebtedness of the Depositor for United States federal income tax purposes, or
to ensure that the Trust will not be required to register as an "investment
company" under the Investment Company Act or (iii) to add to the covenants,
restrictions or obligations of the Depositor; provided, that in the case of
clauses (i), (ii) or (iii), such action shall not adversely affect in any
material respect the interests of any Holder.


                                       51


<PAGE>   56


        (b) Except as provided in Section 10.3(c), any provision of this Trust
Agreement may be amended by the Property Trustee, the Administrative Trustees
and the Holder of all of the Common Securities and with (i) the consent of
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
and (ii) receipt by the Trustees of an Opinion of Counsel to the effect that
such amendment or the exercise of any power granted to the Trustees in
accordance with such amendment will not cause the Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes or affect the treatment of the Notes as indebtedness
of the Depositor for United States federal income tax purposes or affect the
Trust's exemption from status as an "investment company" under the Investment
Company Act.

        (c) Notwithstanding any other provision of this Trust Agreement, without
the consent of each Holder, this Trust Agreement may not be amended to (i)
change the 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, (ii) restrict or impair
the right of a Holder to institute suit for the enforcement of any such payment
on or after such date, (iii) reduce the percentage of aggregate Liquidation
Amount of Outstanding Preferred Securities, the consent of whose Holders is
required for any such amendment, or the consent of whose Holders is required for
any waiver of compliance with any provision of this Trust Agreement or of
defaults hereunder and their consequences provided for in this Trust Agreement
or (iv) modify this Section 10.3(c) or Section 6.10(e).

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

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

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

        SECTION 10.4. Separability.

        If any provision in this Trust Agreement or in the Securities
Certificates shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby, and there shall be deemed substituted for the


                                       52


<PAGE>   57


provision at issue a valid, legal and enforceable provision as similar as
possible to the provision at issue.

        SECTION 10.5. Governing Law.

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

        SECTION 10.6. Successors.

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

        SECTION 10.7. Headings.

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

        SECTION 10.8. Reports, Notices and Demands.

        (a) Any report, notice, demand or other communication that by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Holder or the Depositor may be given or served in writing by
deposit thereof, first-class postage prepaid, in the United States mail,
addressed, (a) in the case of a Holder of Preferred Securities, to such Holder
as such Holder's name and address may appear on the Securities Register; and (b)
in the case of the Holder of all the Common Securities or the Depositor, to VIB
Corp, 1498 Main Street, El Centro, CA 92243, Attention: Harry G. Gooding, or to
such other address as may be specified in a written notice by the Holder of all
the Common Securities or the Depositor, as the case may be, to the Property
Trustee. Such report, notice, demand or other communication to or upon a Holder
shall be deemed to have been sufficiently given or made, for all purposes, upon
mailing. Such report, notice, demand or other communication to or upon the
Depositor shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Depositor.

        (b) Any notice, demand or other communication that by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Property Trustee, the Delaware Trustee, the Administrative Trustees or the
Trust shall be given in writing by deposit thereof, first-class postage prepaid,
in the U.S. mail, personal delivery or facsimile transmission,

                                       53


<PAGE>   58


addressed to such Person as follows: (a) with respect to the Property Trustee to
First Union National Bank, 401 S. Tryon Street, 12th Floor, Charlotte, North
Carolina 28288-1179, Attention: Corporate Trust, facsimile no. (704) 383-7316;
(b) with respect to the Administrative Trustees, to them at the address above
for notices to the Depositor, marked "Attention: Administrative Trustees of VIBC
Capital Trust I", and (c) with respect to the Trust, to its principal executive
office specified in Section 2.2, with a copy to the Property Trustee. Such
notice, demand or other communication to or upon the Trust, the Property Trustee
or the Administrative Trustees shall be deemed to have been sufficiently given
or made only upon actual receipt of the writing by the Trust, the Property
Trustee or the Administrative Trustees.

        SECTION 10.9. Agreement Not to Petition.

        Each of the Trustees and the Depositor agree for the benefit of the
Holders that, until at least one year and 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 Law or otherwise
join in the commencement of any proceeding against the Trust under any
Bankruptcy Law. If the Depositor takes action in violation of this Section 10.9,
the Property Trustee agrees, for the benefit of Holders, that at the expense of
the Depositor, it shall file an answer with the applicable 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 estopped
and precluded therefrom and such other defenses, if any, as counsel for the
Property Trustee or the Trust may assert.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




                                       54


<PAGE>   59


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

                                            VIB CORP,
                                                  as Depositor


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


                                            FIRST UNION NATIONAL BANK,
                                            as Property Trustee


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



----------------------------------,         -----------------------------------,
   as Administrative Trustee                     as Administrative Trustee


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


----------------------------------,
   as Administrative Trustee


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


                                       55


<PAGE>   60


                                   [RESERVED]




                                       A-1


<PAGE>   61


                                                                       Exhibit B


         THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH
             APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT

CERTIFICATE NUMBER                                   NUMBER OF COMMON SECURITIES

   C-

                    CERTIFICATE EVIDENCING COMMON SECURITIES

                                       OF

                              VIBC CAPITAL TRUST I

                            11.695% COMMON SECURITIES
                 (LIQUIDATION AMOUNT $1,000 PER COMMON SECURITY)

        VIBC Capital Trust I, a common law trust created under the laws of the
State of New York (the "Trust"), hereby certifies that __________, a
____________ corporation (the "Holder") is the registered owner of common
securities of the Trust representing undivided common beneficial interests in
the assets of the Trust and designated the VIBC Capital Trust I 11.695% Common
Securities (liquidation amount $1,000 per Common Security) (the "Common
Securities"). Except in accordance with Section 5.11 of the Trust Agreement (as
defined below) the Common Securities are not transferable and any attempted
transfer hereof other than in accordance therewith shall be void. The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities are set forth in, and this certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Trust Agreement of the Trust, dated
as of July 12, 2000 as the same may be amended from time to time (the "Trust
Agreement"), among VIB Corp, as Depositor, First Union National Bank, as
Property Trustee, the Administrative Trustees named therein and the Holders,
from time to time, of Trust Securities. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

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

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

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


                                       B-1


<PAGE>   62


        IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed on behalf of the Trust this certificate this __ day of , ____.


                                            VIBC CAPITAL TRUST I

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



                                       B-2


<PAGE>   63


                                                                       Exhibit C


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

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

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

        THE TRUST IS NOT REGISTERED AS AN INVESTMENT COMPANY WITHIN THE MEANING
OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY
ACT"), IN RELIANCE ON AN EXCLUSION FOR ANY ISSUER WHOSE OUTSTANDING SECURITIES
ARE OWNED EXCLUSIVELY BY PERSONS WHO, AT THE TIME OF ACQUISITION, ARE QUALIFIED
PURCHASERS AND WHICH DOES NOT AT THIS TIME PROPOSE TO MAKE A PUBLIC OFFERING OF
ITS SECURITIES.

        THE HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE
AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED
SECURITIES BE OFFERED, RESOLD OR OTHERWISE


                                       C-1


<PAGE>   64


TRANSFERRED ONLY (I) TO THE TRUST, (II) TO A PERSON WHOM THE SELLER AND THE
TRUST REASONABLY BELIEVES, AT THE TIME OF ACQUISITION, IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND WHO
IS A QUALIFIED PURCHASER (AS DEFINED IN THE INVESTMENT COMPANY ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) PURSUANT TO AN
EXEMPTION FROM THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND, IN THE CASE OF (IV), SUBJECT TO THE RIGHT OF THE
TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL AND OTHER INFORMATION
SATISFACTORY TO EACH OF THEM AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY
PREFERRED SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
ABOVE.




                                       C-2


<PAGE>   65


CERTIFICATE NUMBER                                NUMBER OF PREFERRED SECURITIES
     P-



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

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES

                                       OF

                              VIBC CAPITAL TRUST I

                          11.695% PREFERRED SECURITIES
               (LIQUIDATION AMOUNT $1,000 PER PREFERRED SECURITY)

        VIBC Capital Trust I, a common law trust created under the laws of the
State of New York (the "Trust"), hereby certifies that _____________, a (the
"Holder") is the registered owner of Preferred Securities of the Trust
representing an undivided preferred beneficial interest in the assets of the
Trust and designated the VIBC Capital Trust I 11.695% Preferred Securities,
(liquidation amount $1,000 per Preferred Security) (the "Preferred Securities").
The Preferred Securities are transferable on the books and records of the Trust,
in person or by a duly authorized attorney, upon surrender of this certificate
duly endorsed and in proper form for transfer as provided in Section 5.7 of the
Trust Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Trust Agreement of the Trust, dated as of July 12, 2000,
as the same may be amended from time to time (the "Trust Agreement"), among VIB
Corp, as Depositor, First Union National Bank, as Property Trustee, the
Administrative Trustees named therein and the Holders, from time to time, of
Trust Securities. The Holder is entitled to the benefits of the Guarantee
Agreement entered into by VIB Corp, a California corporation, and First Union
National Bank, as Guarantee Trustee, dated as of July 12, 2000, as the same may
be amended from time to time (the "Guarantee Agreement"), to the extent provided
therein. The Trust will furnish a copy of each of the Trust Agreement and the
Guarantee Agreement to the Holder without charge upon written request to the
Property Trustee at its principal place of business or registered office.

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

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


                                       C-3


<PAGE>   66


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

        IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed on behalf of the Trust this certificate this __ day of ______, _______.


                                            VIBC CAPITAL TRUST I


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


                                       C-4


<PAGE>   67


                                   ASSIGNMENT

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



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




                    (Insert address and zip code of assignee)

and irrevocably appoints
                        --------------------------------------------------------

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


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

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

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

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



                                       C-5