<PAGE>

                                                                     EXHIBIT 4.2

                             AMENDED AND RESTATED

                                TRUST AGREEMENT


                                     Among


                       PROVIDENT BANKSHARES CORPORATION

                                (as Depositor)


                             BANKERS TRUST COMPANY

                             (as Property Trustee)


                                      and


                           BANKERS TRUST (DELAWARE)

                              as Delaware Trustee


                                  dated as of

                              _____________, 2000


                              PROVIDENT TRUST II
<PAGE>

                              PROVIDENT TRUST II
             Certain Sections of this Trust Agreement relating to
                        Sections 310 through 318 of the
                         Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture                                               Trust Agreement
  Act Section                                                     Section
---------------                                            ---------------------
<S>                                                        <C>
Section 310        (a)(1).................................  8.7
                   (a)(2).................................  8.7
                   (a)(3).................................  8.9
                   (a)(4).................................  2.7(a)(ii)
                   (b)....................................  8.8, 10.10(b)
Section 311        (a)....................................  8.13, 10.10(b)
                   (b)....................................  8.13, 10.10(b)
Section 312        (a)....................................  10.10(b)
                   (b)....................................  10.10(b), (f)
                   (c)....................................   5.7
Section 313        (a)....................................  8.15(a)
                   (a)(4).................................  10.10(c)
                   (b)....................................  8.15(c), 10.10(c)
                   (c)....................................  10.8, 10.10(c)
                   (d)....................................  10.10(c)
Section 314        (a)....................................  8.16, 10.10(d)
                   (b)....................................  Not Applicable
                   (c)(1).................................  8.17, 10.10(d), (e)
                   (c)(2).................................  8.17, 10.10(d), (e)
                   (c)(3).................................  8.17, 10.10(d), (e)
                   (e)....................................  8.17, 10.10(e)
Section 315        (a)....................................  8.1(d)
                   (b)....................................  8.2
                   (c)....................................  8.1(c)
                   (d)....................................  8.1(d)
                   (e)....................................  Not Applicable
Section 316        (a)....................................  Not Applicable
                   (a)(1)(A)..............................  Not Applicable
                   (a)(1)(B)..............................  Not Applicable
                   (a)(2).................................  Not Applicable
                   (b)....................................  5.13
                   (c)....................................  6.7
Section 317        (a)(1).................................  Not Applicable
                   (a)(2).................................  8.14
                   (b)....................................  5.10
Section 318        (a)....................................  10.10(a)
</TABLE>

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Trust Agreement.
<PAGE>

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                                                                        Page
                                                                                                                        ----
<S>                                                                                                                     <C>
ARTICLE I DEFINITIONS.................................................................................................     1
     Section 1.1      Definitions.....................................................................................     1

ARTICLE II CONTINUATION OF THE ISSUER TRUST...........................................................................    11
     Section 2.1      Name............................................................................................    11
     Section 2.2      Office of the Delaware Trustee; Principal Place of Business.....................................    12
     Section 2.3      Initial Contribution of Trust Property; Organizational Expenses.................................    12
     Section 2.4      Issuance of the Preferred Securities............................................................    12
     Section 2.5      Subordinated Debentures.........................................................................    12
     Section 2.6      Declaration of Trust............................................................................    13
     Section 2.7      Authorization to Enter into Certain Transactions................................................    13
     Section 2.8      Assets of Trust.................................................................................    16
     Section 2.9      Title to Trust Property.........................................................................    16

ARTICLE III PAYMENT ACCOUNT...........................................................................................    17
     Section 3.1      Payment Account.................................................................................    17

ARTICLE IV DISTRIBUTIONS; REDEMPTION..................................................................................    17
     Section 4.1      Distributions...................................................................................    17
     Section 4.2      Redemption......................................................................................    18
     Section 4.3      Subordination of Common Securities..............................................................    20
     Section 4.4      Payment Procedures..............................................................................    21
     Section 4.5      Tax Returns and Reports.........................................................................    21
     Section 4.6      Payment of Taxes; Duties, Etc. of the Issuer Trust..............................................    22
     Section 4.7      Payments under Indenture or Pursuant to Direct Actions..........................................    22
     Section 4.8      Liability of the Holder of Common Securities....................................................    22

ARTICLE V TRUST SECURITIES CERTIFICATES...............................................................................    22
     Section 5.1      Initial Ownership...............................................................................    22
     Section 5.2      The Trust Securities Certificates...............................................................    22
     Section 5.3      Execution and Delivery of Trust Securities Certificates.........................................    23
     Section 5.4      Global Preferred Security.......................................................................    23
     Section 5.5      Exchanges; Preferred Securities Certificates....................................................    24
     Section 5.6      Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates..............................    25
     Section 5.7      Persons Deemed Holders..........................................................................    26
     Section 5.8      Access to List of Holders' Names and Addresses..................................................    26
     Section 5.9      Maintenance of Office or Agency.................................................................    26
     Section 5.10     Appointment of Paying Agent.....................................................................    26
     Section 5.11     Ownership of Common Securities by Depositor.....................................................    29
     Section 5.12     Notices to Clearing Agency......................................................................    29
</TABLE>
<PAGE>

<TABLE>
<S>                                                                         <C>
     Section 5.13   Rights of Holders.......................................  27

ARTICLE VI ACTS OF HOLDERS; MEETINGS; VOTING                                  29
     Section 6.1    Limitations on Holder's Voting Rights...................  29
     Section 6.2    Notice of Meetings......................................  30
     Section 6.3    Meetings of Holders.....................................  30
     Section 6.4    Voting Rights...........................................  31
     Section 6.5    Proxies, etc............................................  31
     Section 6.6    Holder Action by Written Consent........................  31
     Section 6.7    Record Date for Voting and Other Purposes...............  31
     Section 6.8    Acts of Holders.........................................  31
     Section 6.9    Inspection of Records...................................  32

ARTICLE VII REPRESENTATIONS AND WARRANTIES..................................  32
     Section 7.1    Trustee                                                   33
     Section 7.2    Representations and Warranties of the Depositor.........  34

ARTICLE VIII THE ISSUER TRUSTEES; THE ADMINISTRATORS........................  34
     Section 8.1    Certain Duties and Responsibilities.....................  34
     Section 8.2    Certain Notices.........................................  38
     Section 8.3    Certain Rights of Property Trustee......................  37
     Section 8.4    Not Responsible for Recitals or Issuance of Securities..  41
     Section 8.5    May Hold Securities.....................................  38
     Section 8.6    Compensation; Indemnity; Fees...........................  39
     Section 8.7    Corporate Property Trustee Required; Eligibility of
                     Trustees and Administrators............................  40
     Section 8.8    Conflicting Interests...................................  40
     Section 8.9    Co-Trustees and Separate Trustee........................  41
     Section 8.10   Resignation and Removal; Appointment of Successor.......  42
     Section 8.11   Acceptance of Appointment by Successor..................  43
     Section 8.12   Merger, Conversion, Consolidation or Succession to
                     Business...............................................  43
     Section 8.13   Preferential Collection of Claims Against Depositor or
                     Issuer Trust...........................................  44
     Section 8.14   Trustee May File Proofs of Claim........................  44
     Section 8.15   Reports by Property Trustee.............................  44
     Section 8.16   Reports to the Property Trustee.........................  45
     Section 8.17   Evidence of Compliance with Conditions Precedent........  45
     Section 8.18   Number of Issuer Trustees...............................  45
     Section 8.19   Delegation of Power.....................................  45
     Section 8.20   Appointment of Administrators...........................  48

ARTICLE IX DISSOLUTION, LIQUIDATION AND MERGER..............................  49
     Section 9.1    Dissolution Upon Expiration Date........................  49
     Section 9.2    Early Dissolution.......................................  49
     Section 9.3    Termination.............................................  50
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                         <C>
     Section 9.4    Liquidation............................................. 47
     Section 9.5    Mergers, Consolidations, Amalgamations or
                     Replacements of the Issuer Trust....................... 49

ARTICLE X MISCELLANEOUS PROVISIONS.......................................... 49
     Section 10.1   Limitation of Rights of Holders......................... 50
     Section 10.2   Amendment............................................... 50
     Section 10.3   Separability............................................ 51
     Section 10.4   Governing Law........................................... 51
     Section 10.5   Payments Due on Non-Business Day........................ 51
     Section 10.6   Successors.............................................. 51
     Section 10.7   Headings................................................ 52
     Section 10.8   Reports, Notices and Demands............................ 52
     Section 10.9   Agreement Not to Petition............................... 52
     Section 10.10  Trust Indenture Act; Conflict with Trust Indenture Act.. 53
     Section 10.11  Acceptance of Terms of Trust Agreement, Guarantee
                     and Indenture.......................................... 54
     Section 10.12  Counterparts............................................ 54
</TABLE>
                                    EXHIBITS
                                    --------

EXHIBIT A    Certificate of Trust...........................................  1

EXHIBIT B    Form of Certificate Depositary Agreement.......................  1

EXHIBIT C    Form of Common Securities Certificate..........................  1

EXHIBIT D    Form of Preferred Securities Certificate.......................  1

                                      iii

<PAGE>

                     AMENDED AND RESTATED TRUST AGREEMENT
                     ------------------------------------

     THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of ________, 2000 (this
"Trust Agreement"), is among (a) PROVIDENT BANKSHARES CORPORATION, a Maryland
corporation (including any permitted successors or assigns, the "Depositor"),
(b) BANKERS TRUST COMPANY, a New York banking corporation, as property trustee
(in such capacity, the "Property Trustee" and, in its separate corporate
capacity and not in its capacity as Property Trustee, the "Bank"), and (c)
BANKERS TRUST (DELAWARE), a Delaware banking corporation, as Delaware trustee
(the "Delaware Trustee") (the Property Trustee and the Delaware Trustee are
referred to collectively herein as the "Issuer Trustees"); (d) the several
Holders, as hereinafter defined, and (e) the Administrators, as hereinafter
defined.

                                   RECITALS

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

     WHEREAS, the parties hereto desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (a) the issuance of the Common Securities by the Issuer Trust to the
Depositor, (b) the issuance and sale of the Preferred Securities by the Issuer
Trust pursuant to the Underwriting Agreement, (c) the acquisition by the Issuer
Trust from the Depositor of all of the right, title and interest in the Junior
Subordinated Debentures and (d) the appointment of the Administrators, and (e)
the addition of the Property Trustee as a party to the Original Trust Agreement.

     NOW THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Holders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees, intending to be legally
bound, as follows:

                                   ARTICLE I

                                  DEFINITIONS


Section 1.1  Definitions

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

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

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

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

     (d)  all accounting terms used but not defined herein have the meanings
assigned to them in accordance with United States generally accepted accounting
principles as in effect at the time of computation;

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

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

     "25% Capital Limitation" means the limitation imposed by the Federal
Reserve that the proceeds of certain qualifying securities similar to the Trust
Securities will qualify as Tier 1 capital of the issuer up to an amount not to
exceed, when taken together with all cumulative preferred securities of the
Depositor, if any, 25% of the issuer's Tier 1 capital, or any subsequent
limitation adopted by the Federal Reserve.

     "Act" has the meaning specified in Section 6.8.

     "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or for a given period, the amount of Additional Interest
(as defined in the Indenture) paid by the Depositor on a Like Amount of Junior
Subordinated Debentures for such period.

     "Additional Sums" has the meaning specified in Section 10.6 of the
Indenture.

     "Administrators" means each Person appointed in accordance with Section
8.20 solely in such Person's capacity as Administrator of the Issuer Trust and
not in such Person's individual capacity, or any successor Administrator
appointed as herein provided; with the initial Administrators being ____________
and _____________.

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

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

                                       2
<PAGE>

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

     (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 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
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 the taking of corporate action by such Person
in furtherance of any such action.

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

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

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

     "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in the State of Maryland or 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 Property Trustee's Corporate Trust Office or the Delaware
Trustee's Corporate Trust Office or the Corporate Trust Office of the Debenture
Trustee is closed for business.

     "Capital Treatment Event" means, in respect of the Issuer Trust, the
reasonable determination by the Depositor that, as a result of the occurrence of
any amendment to, or change (including any announced prospective change) in, the
laws (or any rules or regulations thereunder)

                                       3
<PAGE>

of the United States or any political subdivision thereof or therein, or as a
result of any official or administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or such pronouncement, action or decision is announced on or
after the date of the issuance of the Preferred Securities of the Issuer Trust,
there is more than an insubstantial risk that the Depositor will not be entitled
to treat an amount equal to the Liquidation Amount of such Preferred Securities
as "Tier 1 Capital" (or the then equivalent thereof), except as otherwise
restricted under the 25% Capital Limitation, for purposes of the risk-based
capital adequacy guidelines of the Board of Governors of the Federal Reserve
System, as then in effect and applicable to the Depositor.

     "Cede" means Cede & Co.

     "Certificate Depositary Agreement" means the agreement among the Issuer
Trust, the Depositor and the Depositary, as the initial Clearing Agency, dated
as of the Closing Date, substantially in the form attached hereto as Exhibit B,
                                                                     ---------
as the same may be amended and supplemented from time to time.

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

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

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

     "Closing Date" means the Time of Delivery for the Preferred Securities,
which date is also the date of execution and delivery of this Trust Agreement.

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

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

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

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

     "Corporate Trust Office" means (a) with respect to the Property Trustee or
the Debenture Trustee, the principal office of the Property Trustee located in
the City of New York, New York,

                                       4
<PAGE>

which at the time of the execution of this Trust Agreement is located at Four
Albany Street, New York, New York 10006; Attention: Corporate Trust and Agency
Group -- Corporate Market Services, and (b) with respect to the Delaware
Trustee, the principal office of the Delaware Trustee located at 1011 Centre
Road, Suite 200, Wilmington, Delaware, 19805-1266.

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

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

     "Debenture Trustee" means Bankers Trust Company, a New York banking
corporation and any successor, as trustee under the Indenture.

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

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

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

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

     "Direct Action" has the meaning specified in Section 5.13(c).

     "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.

     "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 of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

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

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

                                       5
<PAGE>

     (d)  default in the performance, or breach, in any material respect, of any
covenant or warranty of the Issuer Trust in this Trust Agreement (other than a
covenant or warranty a default in the performance of which or the breach of
which is dealt with in clause (b) or (c) above) and continuation of such default
or breach for a period of 60 days after there has been given, by registered or
certified mail, to the Issuer Trustees and 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;
or

     (e)  the occurrence of any Bankruptcy Event with respect to the Property
Trustee or all or substantially all of its property if a successor Property
Trustee has not been appointed within a period of 90 days thereof.

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

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

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

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

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

     "Guarantee Agreement" means the Guarantee Agreement executed and delivered
by the Depositor and Bankers Trust Company, 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
is registered in the Securities Register; any such Person shall be deemed to be
a beneficial owner within the meaning of the Delaware Business Trust Act.

     "Indemnified Person" has the meaning specified in Section 8.6(c).

     "Indenture" means the Junior Subordinated Indenture, dated as of ________,
2000, between the Depositor and the Debenture Trustee (as amended or
supplemented from time to time) relating to the issuance of the Junior
Subordinated Debentures.

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

     "Investment Company Event" means the receipt by the Issuer Trust of an
Opinion of Counsel, rendered by counsel experienced in such matters, to the
effect that, as a result of the

                                       6
<PAGE>

occurrence of a change in law or regulation or a written change (including any
announced prospective change) in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the Issuer Trust is or
will be considered an "investment company" that is required to be registered
under the Investment Company Act, which change or prospective change becomes
effective or would become effective, as the case may be, on or after the date of
the issuance of the Preferred Securities.

     "Issuer Trust" means Provident Trust II.

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

     "Junior Subordinated Debentures" means the aggregate principal amount of
the Depositor's _______% junior subordinated deferrable interest debentures, due
__________, 2030 which date may be shortened once at any time by the Depositor
to any date not earlier than ______________, 2005 issued pursuant to the
Indenture.

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

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to that portion of the
principal amount of Junior Subordinated Debentures to be contemporaneously
redeemed in accordance with the Indenture, allocated to the Common Securities
and to the Preferred Securities based upon the relative Liquidation Amounts of
such securities and (b) with respect to a distribution of Junior Subordinated
Debentures to Holders of Trust Securities in connection with a dissolution and
liquidation of the Issuer Trust, Junior Subordinated Debentures having a
principal amount equal to the Liquidation Amount of the Trust Securities of the
Holder to whom such Junior Subordinated Debentures are distributed.

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

     "Liquidation Date" means the date on which Junior Subordinated Debentures
on the Liquidation Distributions are to be distributed to Holders of Trust
Securities in connection with a dissolution and liquidation of the Issuer Trust
pursuant to Section 9.4.

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

     "Majority in Liquidation Amount of the Preferred Securities" or "Majority
in Liquidation Amount of the Common Securities" means, except as provided by the
Trust Indenture Act, Preferred Securities or Common Securities, as the case may
be, representing more than 50% of the aggregate Liquidation Amount of all then
Outstanding Preferred Securities or Common Securities, as the case may be.

     "Officers' Certificate" means, a certificate signed by the Chairman of the
Board, Chief Executive Officer, President or a Vice President and by the Chief
Financial Officer, the Treasurer, an Associate Treasurer, an Assistant
Treasurer, the Secretary, or an Assistant Secretary, of the

                                       7
<PAGE>

Depositor, and delivered to the appropriate Issuer Trustee. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement 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 each such officer, such
condition or covenant has been complied with.

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

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

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

     (c)  Trust Securities which have been paid or in exchange for or in lieu of
which other Trust Securities have been executed and delivered pursuant to
Sections 5.4, 5.5, 5.6 and 5.13;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent, or waiver hereunder,
Preferred Securities owned by the Depositor, any Issuer Trustee, any
Administrator, or any Affiliate of the Depositor shall be disregarded and deemed
not to be Outstanding, except that (i) in determining whether any Issuer Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Preferred Securities that such Issuer
Trustee or such Administrator, as the case may be, 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 Issuer Trustees, one or more of the Administrators and/or any such
Affiliate. Preferred Securities so owned which

                                       8
<PAGE>

have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrators 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 Global Preferred
Securities as reflected in the records of the Clearing Agency or, if a Clearing
Agency Participant is not the Owner, then as reflected in the records of a
Person maintaining an account with such Clearing Agency, directly or indirectly,
in accordance with the rules of such Clearing Agency.

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.10 and shall initially be the Property Trustee.

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee in its trust department for the
benefit of the Holders in which all amounts paid in respect of the Junior
Subordinated Debentures 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 organization or government or
any agency or political subdivision thereof, or any other entity of whatever
nature.

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

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

     "Property Trustee" means the Person identified as the "Property Trustee" in
the first paragraph to this Trust Agreement solely in its capacity as Property
Trustee of the Issuer Trust continued hereunder and not in its individual
capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as herein provided.

     "Prospectus" means the final prospectus covering the Preferred Securities,
Junior Subordinated Debentures and the Guarantee Agreement.

     "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 Junior Subordinated Debenture Redemption Date and the stated
maturity of the Junior Subordinated Debentures shall be a Redemption Date for a
Like Amount of Trust Securities, including but not limited to any date of
redemption pursuant to the occurrence of any Special Event.

     "Redemption Price" means with respect to a redemption of any Trust
Security, the Liquidation Amount of such Trust Security, together with
accumulated but unpaid Distributions to

                                       9
<PAGE>

but excluding the date fixed for redemption, plus the related amount of the
premium, if any, paid by the Depositor upon the concurrent redemption of a Like
Amount of Junior Subordinated Debentures.

     "Relevant Trustee" has the meaning specified in Section 8.10.

     "Responsible Officer" when used with respect to the Property Trustee means
any officer assigned to the Corporate Trust Office, including any managing
director, principal, vice president, assistant vice president, assistant
treasurer, assistant secretary or any other officer of the Property Trustee
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration of
this Trust Agreement, and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

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

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

     "Special Event" means any Tax Event, Capital Treatment Event, or Investment
Company Event.

     "Successor Securities Certificate" of any particular Preferred Securities
Certificate means every Preferred Securities Certificate issued after, and
evidencing all or a portion of the same beneficial interest in the Issuer Trust
as that evidenced by, such particular Preferred Securities Certificate; and, for
the purposes of this definition, any Preferred Securities Certificate executed
and delivered under Section 5.6 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Preferred Securities Certificate shall be deemed to
evidence the same beneficial interest in the Issuer Trust as the mutilated,
destroyed, lost or stolen Preferred Securities Certificate.

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

     "Tax Event" means the receipt by the Issuer Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change (including any announced prospective change) in, the laws (or any
regulations hereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement, action or decision is announced on or after the date of
issuance of the Preferred Securities, there is more than an insubstantial risk
that (a) the Issuer Trust is, or will be within 90 days of the delivery of such
Opinion of Counsel, subject to United States federal income tax with respect to
income received or accrued on the Junior Subordinated Debentures, (b) interest
payable by the Depositor on the Junior Subordinated Debentures is not, or within
90 days of the delivery of such Opinion of Counsel will not be, deductible by
the Depositor, in whole or in part, for United States federal income tax
purposes, or (c) the Issuer Trust is, or will be within 90 days of the delivery
of such Opinion of Counsel, subject to more than a de minimus amount of other
taxes, duties or other governmental charges.

                                      10
<PAGE>

     "Time of Delivery" means 9:00 a.m. Eastern Standard Time, with respect to
the Preferred Securities or the Common Securities, on the fourth Business Day
(unless postponed in accordance with the provisions of Section 4 of the
Underwriting Agreement) following the date of execution of the Underwriting
Agreement, or such other time not later than ten Business Days after such date
as shall be agreed upon by the Underwriters, the Issuer Trust and the Company.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of  1990, or any successor statute, in each case
as amended from time to time.

     "Trust Property" means (a) the Junior Subordinated Debentures, (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 property and assets for the time being
held or deemed to be held by the Property Trustee pursuant to the trusts of this
Trust Agreement.

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

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

     "Underwriters" has the meaning specified in the Underwriting Agreement.

     "Underwriting Agreement" means the Underwriting Agreement, dated as of
________, 2000, among the Issuer Trust, the Depositor and the Underwriters, as
the same may be amended from time to time.

                                  ARTICLE II

                       CONTINUATION OF THE ISSUER TRUST

Section 2.1  Name

     The Issuer Trust continued hereby shall be known as "Provident Trust II,"
as such name may be modified from time to time by the Administrators following
written notice to the Holders of Trust Securities and the Issuer Trustees, in
which name the Administrators and the Issuer Trustees may engage in the
transactions contemplated hereby, make and execute contracts and other
instruments on behalf of the Issuer Trust and sue and be sued.

                                      11
<PAGE>

Section 2.2  Office of the Delaware Trustee; Principal Place of Business.

     The address of the Delaware Trustee in the State of Delaware is Bankers
Trust (Delaware), 1011 Centre Road, Suite 200, Wilmington, Delaware, 19805-1266,
Attention:  Lisa Wilkins, or such other address in the State of Delaware as the
Delaware Trustee may designate by written notice to the Issuer Trustees,
Administrators and Depositor.  The principal executive office of the Issuer
Trust is in care of Provident Bankshares Corporation, 114 East Lexington Street,
Baltimore, Maryland  21202, Attention:  Office of the Secretary.

Section 2.3  Initial Contribution of Trust Property; Organizational Expenses.

     The Issuer Trustees acknowledge receipt in trust from the Depositor in
connection with this Trust Agreement of the sum of $______, which constitutes
the initial Trust Property.  The Depositor shall pay all organizational expenses
of the Issuer Trust as they arise or shall, upon request of any Issuer Trustee
or Administrators, promptly reimburse such Issuer Trustee or Administrators for
any such reasonable expenses paid by such Issuer Trustee or Administrators.  The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

Section 2.4  Issuance of the Preferred Securities.

     The Depositor, both on its own behalf and on behalf of the Issuer Trust
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement.  Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrator, on behalf of the Issuer Trust, shall
manually execute in accordance with Section 5.3 and the Property Trustee shall
authenticate in accordance with Section 5.3 and deliver to the Underwriters,
Preferred Securities Certificates, registered in the names requested by the
Underwriters, in an aggregate amount of ___________ Preferred Securities having
an aggregate Liquidation Amount of $__________, against receipt of the aggregate
purchase price of such Preferred Securities of $__________, by the Property
Trustee.

Section 2.5  Issuance of the Common Securities; Subscription and Purchase of
             Junior Subordinated Debentures.

     Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrator, on behalf of the Issuer Trust, shall manually execute in
accordance with Section 5.3 and the Property Trustee shall deliver to the
Depositor, Common Securities Certificates, registered in the name of the
Depositor, in an aggregate amount of _____ Common Securities having an aggregate
Liquidation Amount of $______ against receipt by the Property Trustee of the
aggregate purchase price of such Common Securities of $______ by the Property
Trustee.  Contemporaneously with the executions, and deliveries of any Common
Securities Certificates and any Preferred Securities Certificates, an
Administrator, on behalf of the Issuer Trust, shall subscribe for and purchase
from the Depositor, corresponding amounts of Junior Subordinated Debentures,
registered in the name of the Issuer Trust and having an aggregate principal
amount equal to $___________; and, in satisfaction of the purchase price for
such Junior Subordinated Debentures, the Property Trustee, on behalf of the
Issuer Trust, shall deliver to the Depositor the sum of $__________.

                                      12
<PAGE>

Section 2.6  Declaration of Trust.

     The exclusive purposes and functions of the Issuer Trust are to (a) issue
and sell Trust Securities and use the proceeds from such sale to acquire the
Junior Subordinated Debentures, and (b) engage in only those other activities
necessary or incidental thereto.  The Depositor hereby appoints the Issuer
Trustees as trustees of the Issuer Trust, to have all the rights, powers and
duties to the extent set forth herein, and the Issuer Trustees hereby accept
such appointment.  The Property Trustee hereby declares that it will hold the
Trust Property in trust upon and subject to the conditions set forth herein for
the benefit of the Issuer Trust and the Holders.  The Depositor hereby appoints
the Administrators (as agents of the Issuer Trust), with such Administrators
having all rights, powers, and duties set forth herein with respect to
accomplishing the purposes of the Issuer Trust, and the Administrators hereby
accept such appointment, provided, however, that it is the intent of the parties
hereto that such Administrators shall not be trustees or fiduciaries with
respect to the Issuer Trust and, to the fullest extent permitted by applicable
law, this Trust Agreement shall be construed in a manner consistent with such
intent.  The Property Trustee shall have the right, power and authority to
perform those duties assigned to the Administrators.  The Delaware Trustee shall
not be entitled to exercise any powers, nor shall the Delaware Trustee have any
of the duties and responsibilities, of the Property Trustee or the
Administrators set forth herein.  The Delaware Trustee shall be one of the
trustees of the Issuer Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Delaware Business Trust Act and for taking
such actions as are required to be taken by a Delaware trustee under the
Delaware Business Trust Act.

Section 2.7  Authorization to Enter into Certain Transactions.

     (a)  The Issuer Trustees and the Administrators shall conduct the affairs
of the Issuer Trust in accordance with the terms of this Trust Agreement.
Subject to the limitations set forth in paragraph (b) of this Section 2.7 and in
accordance with the following provisions (i) and (ii), the Issuer Trustees and
the Administrators shall act as follows:

          (i)  Each Administrator shall have the power and authority and is
     hereby authorized and directed to act on behalf of the Issuer Trust with
     respect to the following:

               (A)  the compliance with the Underwriting Agreement regarding the
          issuance and sale of the Trust Securities;

               (B)  the compliance with the Securities Act, applicable state
          securities or blue sky laws, and the Trust Indenture Act;

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

               (D)  the listing of the Preferred Securities upon such securities
          exchange or exchanges or upon the Nasdaq National Market as shall be
          determined by the Depositor, with the registration of the Preferred
          Securities under the Exchange Act, if required, and the preparation
          and filing of all periodic and other reports and other documents
          pursuant to the foregoing;

                                      13
<PAGE>

               (E)  the application for a taxpayer identification number for the
          Issuer Trust;

               (F)  the preparation of a registration statement and a prospectus
          in relation to the Preferred Securities, including any amendments
          thereto and the taking of any action necessary or desirable to sell
          the Preferred Securities in a transaction or series of transactions
          subject to the registration requirements of the Securities Act;

               (G)  causing the Issuer Trust to enter into, and execute, deliver
          and perform on behalf of the Issuer Trust all agreements, instruments,
          certificates or other documents as such Administrator deems necessary
          or incidental to the purposes and functions of the Issuer Trust; and

               (H)  any action incidental to the foregoing as the Administrators
          may from time to time determine is necessary or advisable to give
          effect to the terms of this Trust Agreement.

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

               (A)  establishing and maintaining the Payment Account;

               (B)  receiving and exercising all of the rights, powers and
          privileges of the holder of the Junior Subordinated Debentures;

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

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

               (E)  acting as Paying Agent and/or Securities Registrar to the
          extent appointed as such hereunder;

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

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

               (H)  to the extent provided in this Trust Agreement, winding up
          the affairs of and liquidating the Issuer Trust and preparing,
          executing and filing the certificate of cancellation with the
          Secretary of State of the State of Delaware;

                                      14
<PAGE>

               (I)  after an Event of Default (other than under paragraph (b),
          (c) or (d) of the definition of such term if such Event of Default is
          by or with respect to the Property Trustee), complying with the
          provisions of this Trust Agreement and taking any action to give
          effect to the terms of this Trust Agreement and protecting and
          conserving the Trust Property for the benefit of the Holders (without
          consideration of the effect of any such action on any particular
          Holder); and

               (J)  taking any action incidental or convenient 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;

provided, however, that nothing in this Section 2.7(a)(ii) shall require the
Property Trustee to take any action that is not otherwise required in this Trust
Agreement.

     (b)  So long as this Trust Agreement remains in effect, the Issuer Trust
(or the Issuer Trustees or Administrators acting on behalf of the Issuer Trust)
shall not undertake any business, activities or transaction except as expressly
provided herein or contemplated hereby. In particular, neither the Issuer
Trustees nor the Administrators (in each case acting on behalf of the Issuer
Trust) shall (i) acquire any investments or engage in any activities not
authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange,
mortgage, pledge, setoff, or otherwise dispose of any of the Trust Property or
interests therein, including to Holders, except as expressly provided herein,
(iii) take any action that would reasonably be expected to cause the Issuer
Trust to become taxable as a corporation for United States federal income tax
purposes, (iv) incur any indebtedness for borrowed money or issue any other
debt, or (v) take or consent to any action that would result in the placement of
a Lien on any of the Trust Property. The Property Trustee shall defend all
claims and demands of all Persons at any time claiming any Lien on any of the
Trust Property adverse to the interest of the Issuer Trust or the Holders in
their capacity as Holders.

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

          (i)  the preparation and filing by the Issuer Trust with the
     Commission, and the execution and delivery on behalf of the Issuer Trust,
     of a registration statement and a prospectus in relation to the Preferred
     Securities, including any amendments thereto, and the taking of any action
     necessary or desirable to sell the Preferred Securities in a transaction or
     a series of transactions subject to the registration requirements of the
     Securities Act;

          (ii) the determination of the states in which to take appropriate
     action to qualify or register for sale all or part of the Preferred
     Securities and the determination of any and all such acts, other than
     actions that must be taken by or on behalf of the Issuer Trust, and the
     advice to the Issuer Trustees of actions they must take on behalf of the
     Issuer Trust, and the preparation for execution and filing of any documents
     to be executed and filed by the Issuer Trust or on behalf of the Issuer
     Trust, as the Depositor deems necessary or advisable in

                                      15
<PAGE>

     order to comply with the applicable laws of any such states in connection
     with the offer and sale of the Preferred Securities;

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

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

          (v)    compliance with the listing requirements of the Preferred
     Securities upon such securities exchange or exchanges, or upon the Nasdaq
     National Market, as shall be determined by the Depositor, the registration
     of the Preferred Securities under the Exchange Act, if required, and the
     preparation and filing of all periodic and other reports and other
     documents pursuant to the foregoing; and

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

     (d)  Notwithstanding anything herein to the contrary, the Administrators
and the Property Trustee are authorized and directed to conduct the affairs of
the Issuer Trust and to operate the Issuer Trust so that the Issuer Trust will
not be deemed to be an "investment company" required to be registered under the
Investment Company Act, and will not be taxable as a corporation for the United
States federal income tax purposes and so that the Junior Subordinated
Debentures will be treated as indebtedness of the Depositor for United States
federal income tax purposes. In this connection, the Property Trustee, the
Administrators, and the Holders of Common Securities are authorized to take any
action, not inconsistent with applicable law, the Certificate of Trust, or this
Trust Agreement, that the Property Trustee, the Administrators, and Holders of
Common Securities determine in their 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 Administrators or the Issuer Trustees be liable to the Issuer
Trust or the Holders for any failure to comply with this section that results
from a change in law or regulations or in the interpretation thereof.

Section 2.8  Assets of Trust.

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

Section 2.9  Title to Trust Property.

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

                                      16
<PAGE>

                                  ARTICLE III

                                PAYMENT ACCOUNT

Section 3.1  Payment Account.

     (a)  On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and its agents 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, including (and subject to) any priority of
payments provided for herein.

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


                                  ARTICLE IV

                           DISTRIBUTIONS; REDEMPTION

Section 4.1  Distributions.

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

          (i)  Distributions on the Trust Securities shall be cumulative and
     will accumulate whether or not there are funds of the Issuer Trust
     available for the payment of Distributions. Distributions shall accumulate
     from ________, 2000, and, except in the event (and to the extent) that the
     Depositor exercises its right to defer the payment of interest on the
     Junior Subordinated Debentures pursuant to the Indenture, shall be payable
     quarterly in arrears on March 31, June 30, September 30, and December 31 of
     each year, commencing on ______________, 2000. If any date on which a
     Distribution is otherwise payable on the Trust Securities is not a Business
     Day, then the payment of such Distribution shall be made on the next
     succeeding day that is a Business Day (without any interest or other
     payment in respect of any such delay), except that, if such Business Day is
     in the next succeeding calendar year, payment of such Distributions shall
     be made on the immediately preceding Business Day, in either case with the
     same force and effect as if made on the date on which such payment was
     originally payable (each date on which distributions are payable in
     accordance with this Section 4.1(a), a "Distribution Date").

                                      17
<PAGE>

          (ii)   The Trust Securities shall be entitled to Distributions payable
     at a rate of _______% 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 four. The amount of
     Distributions payable for any period shall include any Additional Amounts
     in respect of such period.

          (iii)  So long as no Debenture Event of Default has occurred and is
     continuing, the Depositor has the right under the Indenture to defer the
     payment of interest on the Junior Subordinated Debentures at any time and
     from time to time for a period not exceeding 20 consecutive quarterly
     periods (an "Extension Period"), provided that no Extension Period may
     extend beyond ____________, 2030. As a consequence of any such deferral,
     quarterly Distributions on the Trust Securities by the Issuer Trust will
     also be deferred (and the amount of Distributions to which Holders of the
     Trust Securities are entitled will accumulate additional Distributions
     thereon at the rate per annum of _______% per annum, compounded quarterly)
     from the relevant payment date for such Distributions, computed on the
     basis of a 360-day year of twelve 30-day months and the actual days elapsed
     in a partial month in such period. Additional Distributions payable for
     each full Distribution period will be computed by dividing the rate per
     annum by four (4). The term "Distributions" as used in Section 4.1 shall
     include any such additional Distributions provided pursuant to this Section
     4.1(a)(iii).

          (iv)   Distributions on the Trust Securities shall be made by the
     Property Trustee from the Payment Account and shall be payable on each
     Distribution Date only to the extent that the Issuer 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 15th day of March,
June, September or December (whether or not a Business Day).

Section 4.2  Redemption.

     (a)  On each Debenture Redemption Date and on the stated maturity of the
Junior Subordinated Debentures, the Issuer 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 Security Register. All notices of
redemption shall state:

          (i)  the Redemption Date;

                                      18
<PAGE>

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

          (iii)  the CUSIP number or CUSIP numbers of the Preferred Securities
     affected;

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

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

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

     The Issuer Trust in issuing the Trust Securities shall use "CUSIP" numbers,
and 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 material.

     (c)  The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the applicable proceeds from the
contemporaneous redemption of Junior Subordinated Debentures. Redemptions of the
Trust Securities shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Issuer 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 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, with respect to
Preferred Securities held in global form, irrevocably deposit with the Clearing
Agency for such Preferred Securities, to the extent available therefor, funds
sufficient to pay the applicable Redemption Price and will give such Clearing
Agency irrevocable instructions and authority to pay the Redemption Price to the
Owners of the Preferred Securities. With respect to Preferred Securities that
are not held in global form, the Property Trustee, subject to Section 4.2(c),
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

                                      19
<PAGE>

Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then, upon the date of such deposit, all rights of
Holders holding Trust Securities so called for redemption will cease, except the
right of such Holders to receive the Redemption Price and any Distributions
payable in respect of the Trust Securities on or prior to the Redemption Date,
but without interest, and such Trust Securities will cease to be Outstanding. In
the event that any date on which any applicable Redemption Price is payable is
not a Business Day, then payment of the applicable Redemption Price payable on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case, with the
same force and effect as if made on such date. In the event that payment of the
Redemption Price in respect of any Trust Securities called for redemption is
improperly withheld or refused and not paid either by the Issuer 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 Issuer Trust for such Trust
Securities to the date such applicable Redemption Price is actually paid, in
which case the actual payment date will be the date fixed for redemption for
purposes of calculating the applicable 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 particular
Preferred Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Property Trustee from the Outstanding
Preferred Securities not previously called for redemption in such a manner as
the Property Trustee shall deem fair and appropriate.

Section 4.3  Subordination of Common Securities.

     (a)  Payment of Distributions (including Additional Amounts, if applicable)
on, the Redemption Price of, and the Liquidation Distribution in respect of, the
Trust Securities, as applicable, shall be made, subject to Section 4.2(e), pro
rata among the Common Securities and the Preferred Securities based on the
Liquidation Amount of such Trust Securities; provided, however, that if on any
Distribution Date or Redemption Date any Event of Default resulting from a
Debenture Event of Default in Section 5.1(a) or 5.1(b) of the Indenture shall
have occurred and be continuing, no payment of any Distribution (including any
Additional Amounts, if applicable) on, or 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 Additional Amounts, if applicable) on all Outstanding
Preferred Securities for all Distribution periods terminating on or prior
thereto, or, in the case of payment of the Redemption Price, the full amount of
such Redemption Price on all Outstanding Preferred Securities then called for
redemption, 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

                                      20
<PAGE>

Amounts, if applicable) on, or the Redemption Price of, or Liquidation
Distribution in respect of Preferred Securities then due and payable. Except as
provided in Section 5.13(b), the existence of an Event of Default does not
entitle the Holders of Preferred Securities to accelerate the maturity thereof.

     (b)  In the case of the occurrence of any Event of Default resulting from
any Debenture Event of Default, the Holder of the Common Securities shall have
no right to act with respect to any such Event of Default under this Trust
Agreement until the effects of 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 Holder of the Common Securities, and only the Holders
of the Preferred Securities will have the right to direct the Property Trustee
to act on their behalf.

Section 4.4  Payment Procedures.

     Payments of Distributions (including any Additional Amounts, if applicable)
in respect of the Preferred Securities shall be made by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Securities Register or, if the Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to the Clearing Agency in immediately
available funds, which will credit the relevant accounts on the applicable
Distribution Dates. Payments of Distributions to Holders of $1,000,000 or more
in aggregate Liquidation Amount of Preferred Securities may be made by wire
transfer of immediately available funds upon written request of such Holder of
Preferred Securities to the Securities Registrar not later than 15 calendar days
prior to the date on which the Distribution is payable. Payments in respect of
the Common Securities shall be made in such manner as shall be mutually agreed
between the Property Trustee and the Holder of the Common Securities.

Section 4.5  Tax Returns and Reports.

     (a)  The Administrators shall prepare and file (or cause to be prepared and
filed), at the Depositor's expense, all United States federal, state, and local
tax and information returns and reports required to be filed by or in respect of
the Issuer Trust. In this regard, the Administrators shall (i) prepare and file
(or cause to be prepared and filed) all Internal Revenue Service forms required
to be filed in respect of the Issuer Trust in each taxable year of the Issuer
Trust and (ii) prepare and furnish (or cause to be prepared and furnished) to
each Holder all Internal Revenue Service forms required to be provided by the
Issuer Trust. The Administrators shall provide the Depositor and the Property
Trustee with a copy of all such returns and reports promptly after such filing
or furnishing. The Issuer Trustees and the Administrators shall comply with
United States federal withholding and backup withholding tax laws and
information reporting requirements with respect to any payments to Holders under
the Trust Securities.

     (b)  On or before December 15 of each year during which any Preferred
Securities are outstanding, the Administrators shall furnish to the Paying Agent
such information as may be reasonably requested by the Property Trustee in order
that the Property Trustee may prepare the information which it is required to
report for such year on Internal Revenue Service Forms 1096

                                      21
<PAGE>

and 1099 pursuant to Section 6049 of the Code. Such information shall include
the amount of original issue discount includible in income for each outstanding
Preferred Security during such year.

Section 4.6  Payment of Taxes; Duties, Etc. of the Issuer Trust.

     Upon receipt under the Junior Subordinated Debentures of Additional Sums,
the Property Trustee shall promptly pay any taxes, duties or governmental
charges of whatsoever nature (other than withholding taxes) imposed on the
Issuer Trust by the United States or any other taxing authority.

Section 4.7  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
related thereto) has directly received pursuant to Section 5.8 of the Indenture
or Section 5.13 of this Trust Agreement.

Section 4.8  Liability of the Holder of Common Securities.

     The Holder of Common Securities shall be liable for the debts and
obligations of the Issuer Trust as set forth in Section 6.7(c) of the Indenture
regarding allocation of expenses.


                                   ARTICLE V

                         TRUST SECURITIES CERTIFICATES

Section 5.1  Initial Ownership.

     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 Issuer Trust.

Section 5.2  The Trust Securities Certificates.

     (a)  The Trust Securities Certificates shall be executed on behalf of the
Issuer Trust by manual or facsimile signature of at least one Administrator,
except as provided in Section 5.3. Trust Securities Certificates bearing the
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Issuer Trust, shall be validly
issued and entitled to the benefits of this Trust Agreement, notwithstanding
that such individuals or any of them shall have ceased to be so authorized prior
to the delivery of such Trust Securities Certificates or did not hold such
offices at the date of delivery of such Trust Securities Certificates. A
transferee of a Trust Securities Certificate shall become a Holder, and shall be
entitled to the rights and subject to the obligations of a Holder hereunder,
upon due registration of such Trust Securities Certificate in such transferee's
name pursuant to Section 5.5.

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

                                      22
<PAGE>

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 or by the
Depositary or any such nominee to a successor of such Depositary or a nominee of
such successor.

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

Section 5.3  Execution and Delivery of Trust Securities Certificates.

     On the Closing Date, an Administrator shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.4 and
2.5, as the case may be, to be executed on behalf of the Issuer Trust and
delivered to the Property Trustee and upon such delivery the Property Trustee
shall authenticate the Preferred Securities Certificates and deliver all such
Trust Securities Certificates upon the written order of the Issuer Trust,
executed by an Administrator thereof, without further corporate action by the
Issuer Trust, in authorized denominations, and whereupon the Trust Securities
evidenced by such Trust Securities Certificates shall be duly and validly issued
undivided beneficial interests in the assets of the Issuer Trust and entitled to
the benefits of this Trust Agreement.

Section 5.4  Global Preferred Security.

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

     (b)  Notwithstanding any other provision in this Trust Agreement, a Global
Preferred Security may not be exchanged in whole or in part for Preferred
Securities registered, and no transfer of the Global Preferred Security in whole
or in part may be registered, in the name of any Person other than the Clearing
Agency or its nominee for such Global Preferred Security, Cede, or other nominee
thereof unless (i) such Clearing Agency advises the Depositor and the Issuer
Trustees in writing that such Clearing Agency is no longer willing or able to
properly discharge its responsibilities as Clearing Agency with respect to such
Global Preferred Security, and the Depositor is unable to locate a qualified
successor within 90 days of receipt of such notice from the Depositary, (ii) the
Depositor at its option advises the Depositary in writing that it elects to
terminate the book-entry system through the Clearing Agency, or (iii) there
shall have occurred and be continuing an Event of Default.

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

     (d)  The Clearing Agency or its nominee, as the registered owner of a
Global Preferred Security, shall be considered the Holder of the Preferred
Securities represented by such Global Preferred Security for all purposes under
this Trust Agreement and the Preferred Securities, and

                                      23
<PAGE>

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

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

Section 5.5  Registration of Transfer and Exchange Generally; Certain Transfers
             and Exchanges; Preferred Securities Certificates.

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

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

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

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

                                      24
<PAGE>

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

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

     Neither the Issuer Trust nor the Property Trustee shall be required,
pursuant to the provisions of this Section, (i) to issue, register the transfer
of, or exchange any Preferred Security during a period beginning at the opening
of business 15 days before the day of selection for redemption of Preferred
Securities pursuant to Article IV and ending 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.

     (b)  Certain Transfers and Exchanges. Trust Securities may only be
transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Trust Agreement. To the fullest extent permitted by applicable
law, any transfer or purported transfer of any Trust Security not made in
accordance with this Trust Agreement shall be null and void.

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

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

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

Section 5.6  Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss, or theft of any Trust Securities
Certificate and (b) there shall be delivered to the Securities Registrar and the
Administrators such security or indemnity as may be required by them to save
each of them harmless, then in the absence of notice that such Trust Securities
Certificate shall have been acquired by a bona fide purchaser or a protected
purchaser, the Administrators, or any one of them, on behalf of the Issuer Trust
shall execute and make available for delivery, and the Property Trustee shall
authenticate (in the case of a Preferred Securities Certificate), in exchange
for or in lieu of any such mutilated, destroyed, lost, or stolen Trust
Securities Certificate, a new Trust Securities Certificate of like class, tenor
and denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section, the Administrators or the Securities Registrar

                                      25
<PAGE>

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

Section 5.7   Persons Deemed Holders.

     The Issuer Trustees, the Administrators, the Securities Registrar, or the
Depositor shall treat the Person in whose name any Trust Securities are
registered in the Securities Register as the owner of such Trust Securities for
the purpose of receiving Distributions and for all other purposes whatsoever,
and none of the Issuer Trustees, the Administrators, the Securities Registrar
nor the Depositor shall be bound by any notice to the contrary.

Section 5.8   Access to List of Holders' Names and Addresses.

     Each Holder and each Owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee, or the Administrators accountable by reason of
the disclosure of its name and address, regardless of the source from which such
information was derived.

Section 5.9   Maintenance of Office or Agency.

     The Property Trustee shall designate, with the consent of the
Administrators, which consent shall not be unreasonably withheld, an office or
offices or agency or agencies where Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Property Trustee initially designates its
Corporate Trust Office for such purposes. The Property Trustee shall give prompt
written notice to the Depositor, the Administrators and the Holders of any
change in the location of the Securities Register or any such office or agency.

Section 5.10  Appointment of Paying Agent.

     The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrators. Any Paying Agent shall have the revocable power
to withdraw funds from the Payment Account solely for the purpose of making the
Distributions referred to above. The Property Trustee may revoke such power and
remove any Paying Agent in its sole discretion. The Paying Agent shall initially
be the Property Trustee. Any Person acting as Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written notice to the Administrators and
the Property Trustee. In the event that the Property Trustee shall no longer be
the Paying Agent or a successor Paying Agent shall resign or its authority to
act be revoked, the Property Trustee shall appoint a successor (which shall be a
bank or trust company) that is reasonably acceptable to the Administrators to
act as Paying Agent. Such successor Paying Agent appointed by the Property
Trustee, or any additional Paying Agent appointed by the Administrators, shall
execute and deliver to the Property Trustee an instrument in which such
successor Paying Agent or additional Paying Agent shall agree with the Property
Trustee that as Paying Agent, such successor Paying Agent or additional Paying
Agent will hold all sums, if any, held by it for payment to the Holders in trust
for the benefit of the

                                      26
<PAGE>

Holders entitled thereto until such sums shall be paid to such Holders. The
Paying Agent shall return all unclaimed funds to the Property Trustee and upon
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6
herein shall apply to the Bank also in its role as Paying Agent, for so long as
the Bank shall act as Paying Agent and, to the extent applicable, to any other
paying agent appointed hereunder. Any reference in this Trust Agreement to the
Paying Agent shall include any co-paying agent chosen by the Property Trustee
unless the context requires otherwise.

Section 5.11  Ownership of Common Securities by Depositor.

     On the Closing Date, the Depositor shall acquire and 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 of the
Common Securities, and the Depositor or any successor Holder may transfer the
Common Securities only (a) in connection with a consolidation or merger of the
Depositor into another corporation or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture, or (b) a transfer to an
Affiliate of the Depositor in compliance with applicable law (including the
Securities Act and applicable state securities and blue sky laws). To the
fullest extent permitted by law, any other attempted transfer of the Common
Securities shall be void. The Administrators shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND
SECTION 5.11 OF THE TRUST AGREEMENT."

Section 5.12  Notices to Clearing Agency.

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

Section 5.13  Rights of Holders.

     (a)  The legal title to all Trust Property shall be vested at all times in
the Issuer Trust and shall be held and administered by the Property Trustee (in
its capacity as such) in accordance with Section 2.9, and the Holders shall not
have any right or title therein other than the undivided beneficial interest in
the assets of the Issuer 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 Issuer Trust except as described below. The Trust Securities
shall be personal property giving only the rights specifically set forth therein
and in this Trust Agreement. The Trust Securities shall have no preemptive or
similar rights and when issued and delivered to Holders against payment of the
purchase price therefor will be validly issued, fully paid and, subject to
Section 4.8 hereof, nonassessable undivided beneficial interests in the Trust
Property. Subject to Section 4.8 hereof, 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.

                                      27
<PAGE>

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

     At any time after such a declaration of acceleration with respect to the
Junior Subordinated Debentures has been made and before a judgment or decree for
payment of the money due has been obtained by the Debenture Trustee as provided
in the Indenture, the Holders of a Majority in Liquidation Amount of the
Preferred Securities, by written notice to the Property Trustee, the Depositor,
and the Debenture Trustee, may rescind and annul such declaration and its
consequences if:

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

               (A)  all overdue installments of interest on all of the Junior
          Subordinated Debentures,

               (B)  any accrued Additional Interest on all of the Junior
          Subordinated Debentures,

               (C)  the principal of (and premium, if any, on) any Junior
          Subordinated Debentures which have become due otherwise than by such
          declaration of acceleration and interest and Additional Interest
          thereon at the rate borne by the Junior Subordinated Debentures, and

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

          (ii) all Events of Default with respect to the Junior Subordinated
     Debentures, other than the non-payment of the principal of the Junior
     Subordinated Debentures which has become due solely by such acceleration,
     have been cured or waived as provided in Section 5.13 of the Indenture.

     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 default under the Indenture, except a default in the payment of
principal or interest (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Debenture Trustee) or a default in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Junior
Subordinated Debentures affected thereby. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

                                      28
<PAGE>

     Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of the Preferred
Securities all or part of which is represented by Global 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 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 which 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 which 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 5.13(b).

     (c)  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 Debenture Event of Default specified in Section 5.1(a)
or 5.1(b) 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 the
principal amount of or interest on Junior Subordinated Debentures having an
aggregate principal amount equal to the aggregate Liquidation Amount of the
Preferred Securities of such Holder (a "Direct Action"). Except as set forth in
Sections 5.13(b) and 5.13(c) of this Trust Agreement, 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 Junior Subordinated
Debentures.

                                  ARTICLE VI

                       ACTS OF HOLDERS; MEETINGS; VOTING

Section 6.1  Limitations on Holder's Voting Rights.

     (a)  Except as 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 Issuer Trust or the obligations of the parties hereto, nor
shall anything herein set forth be construed so as to constitute the Holders
from time to time as members of an association.

     (b)  So long as any Junior Subordinated Debentures are held by the Property
Trustee on behalf of the Issuer Trust, the Property Trustee shall not (i) direct
the time, method, and place of conducting any proceeding for any remedy
available to the Property Trustee, or executing any trust or power conferred on
the Debenture Trustee with respect to such Junior Subordinated Debentures, (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 Junior

                                      29
<PAGE>

Subordinated Debentures shall be due and payable, or (iv) consent to any
amendment, modification, or termination of the Indenture or the Junior
Subordinated Debentures, where such consent shall be required, without, in each
case, obtaining the prior approval of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities; provided, however, that where a
consent under the Indenture would require the consent of each holder of Junior
Subordinated Debentures affected thereby, no such consent shall be given by the
Property Trustee without the prior written consent of each Holder of Preferred
Securities. The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of Preferred Securities, except
by a subsequent vote of the Holders of Preferred Securities. The Property
Trustee shall notify all Holders of the Preferred Securities of any notice of
default received with respect to the Junior Subordinated Debentures. In addition
to obtaining the foregoing approvals of the Holders of the Preferred Securities,
prior to taking any of the foregoing actions, the Property Trustee shall, at the
expense of the Depositor, obtain an Opinion of Counsel experienced in such
matters to the effect that such action will not cause the Issuer Trust to be
taxable as a corporation for United States federal income tax purposes.

     (c)  If any proposed amendment to the Trust Agreement provides for, or the
Issuer Trust otherwise proposes to effect, (i) any action that would adversely
affect in any material respect the interests, powers, preferences, or special
rights of the Preferred Securities, whether by way of amendment to the Trust
Agreement or otherwise, or (ii) the dissolution of the Issuer Trust, other than
pursuant to the terms of this Trust Agreement, then the Holders of Outstanding
Trust 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
such amendment, it would cause the Issuer Trust to be taxable as a corporation
for United States federal income tax purposes.

Section 6.2  Notice of Meetings.

     Notice of all meetings of the Holders, 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 record, at his registered address, at least 15 days and not
more than 90 days before the meeting. At any such meeting, any business properly
before the meeting may be so considered whether or not stated in the notice of
the meeting. Any adjourned meeting may be held as adjourned without further
notice.


Section 6.3  Meetings of Holders.

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

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

     (c)  If a quorum is present at a meeting, an affirmative vote by the
Holders of record present, in person or by proxy, holding Preferred Securities
representing at least a Majority in

                                      30
<PAGE>

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 Preferred Securities, unless this Trust Agreement requires a greater
number of affirmative votes.

Section 6.4  Voting Rights.

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

Section 6.5  Proxies, etc.

     At any meeting of Holders, any Holder entitled to vote thereat may vote by
proxy, provided that no proxy shall be voted at any meeting unless it shall have
been placed on file with the Property Trustee, or with such other officer or
agent of the Issuer Trust as the Property Trustee 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 6.6  Holder Action by Written Consent.

     Any action which 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 Trust Securities entitled to vote in respect of such
action (or such larger proportion thereof as shall be required by any other
provision of this Trust Agreement) shall consent to the action in writing.

Section 6.7  Record Date for Voting and Other Purposes.

     For the purposes of determining the Holders who are entitled to notice of
and to vote at any meeting or 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 Administrators (or the Property Trustee) may from time to time
fix a date, not more than 90 days prior to the date of any meeting of 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.

Section 6.8  Acts of Holders.

     (a)  Any request, demand, authorization, direction, notice, consent,
waiver, or other action provided or permitted by this Trust Agreement to be
given, made, or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as otherwise expressly
provided herein, such action shall become effective when such instrument or

                                      31
<PAGE>

instruments are delivered to the Property Trustee. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Trust
Agreement and (subject to Section 8.1) conclusive in favor of the Issuer
Trustees, if made in the manner provided in this Section 6.8.

     (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which any Issuer Trustee or Administrator 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
Issuer Trustees, the Administrators, or the Issuer 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, the Administrators or
the Issuer Trustees with respect to the authenticity, validity or binding nature
of any request, demand, authorization, direction, consent, waiver or other Act
of such Holder or Issuer Trustee under this Article VI, then the determination
of such matter by the Property Trustee shall be conclusive with respect to such
matter.

Section 6.9  Inspection of Records.

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


                                  ARTICLE VII

                        REPRESENTATIONS AND WARRANTIES

                                      32
<PAGE>

Section 7.1    Representations and Warranties of the Property Trustee and the
               Delaware Trustee.

     The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Holders that:


     (a)  The Property Trustee is a banking corporation with trust powers duly
organized, validly existing and in good standing under the laws of New York,
with trust power and authority to execute and deliver, and to carry out and
perform its obligations under the terms of this Trust Agreement.

     (b)  The execution, delivery, and performance by the Property Trustee of
this Trust Agreement have been duly authorized by all necessary corporate action
on the part of the Property Trustee; and this Trust Agreement has been duly
executed and delivered by the Property Trustee, and constitutes a legal, valid,
and binding obligation of the Property Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

     (c)  The execution, delivery and performance of this Trust Agreement by the
Property Trustee do not conflict with or constitute a breach of the certificate
of incorporation or by-laws of the Property Trustee.

     (d)  At the Time of Delivery, the Property Trustee has not knowingly
created any Liens or encumbrances on the Trust Securities.

     (e)  No consent, approval, or authorization of, or registration with or
notice to, any New York State or federal banking authority is required for the
execution, delivery, or performance by the Property Trustee, of this Trust
Agreement.

     (f)  The Delaware Trustee is duly organized, validly existing, and in good
standing under the laws of the State of Delaware, with trust power and authority
to execute and deliver, and to carry out and perform its obligations under the
terms of, the Trust Agreement.

     (g)  The execution, delivery and performance by the Delaware Trustee of
this Trust Agreement have been duly authorized by all necessary corporate action
on the part of the Delaware Trustee; and this Trust Agreement has been duly
executed and delivered by the Delaware Trustee, and constitutes a legal, valid
and binding obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' right
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

     (h)  The execution, delivery and performance of this Trust Agreement by the
Delaware Trustee do not conflict with or constitute a breach of the certificate
of incorporation or by-laws of the Delaware Trustee.

     (i)  No consent, approval or authorization of, or registration with or
notice to any state or Federal banking authority is required for the execution,
delivery, or performance by the Delaware Trustee, of this Trust Agreement.

                                      33
<PAGE>

     (j)  The Delaware Trustee is an entity which has its principal place of
business in the State of Delaware.

Section 7.2  Representations and Warranties of the Depositor.

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

     (a)  the Trust Securities Certificates issued at the Time of Delivery on
behalf of the Issuer Trust have been duly authorized and will have been duly and
validly executed, and, subject to payment therefor, issued and delivered by the
Issuer 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; and

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


                                 ARTICLE VIII

                    THE ISSUER TRUSTEES; THE ADMINISTRATORS


Section 8.1  Certain Duties and Responsibilities.

     (a)  The duties and responsibilities of the Issuer Trustees and the
Administrators shall be as provided by this Trust Agreement and, in the case of
the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing,
no provision of this Trust Agreement shall require the Issuer Trustees or the
Administrators to expend or risk their own funds or otherwise incur any
financial liability in the performance of any of their duties hereunder, or in
the exercise of any of their rights or powers, if they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it or them. Whether or not
therein expressly so provided, every provision of this Trust Agreement relating
to the conduct or affecting the liability of or affording protection to the
Issuer Trustees or the Administrators shall be subject to the provisions of this
Section. Nothing in this Trust Agreement shall be construed to release an
Administrator or the Delaware Trustee from liability for his or its own grossly
negligent action, his or its own grossly negligent failure to act, or his or its
own willful misconduct. To the extent that, at law or in equity, an Issuer
Trustee or Administrator has duties and liabilities relating to the Issuer Trust
or to the Holders, such Issuer Trustee or Administrator shall not be liable to
the Issuer Trust or to any Holder for such Issuer Trustee's or Administrator'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 Issuer Trustees and Administrators otherwise existing at law
or in equity, are agreed by the Depositor and the Holders to replace such other
duties and liabilities of the Issuer Trustees and Administrators.

     (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

                                      34
<PAGE>

Holder, by his or its acceptance of a Trust Security, agrees that he or it will
look solely to the revenue and proceeds from the Trust Property to the extent
legally available for distribution to it or him as herein provided and that
neither the Issuer Trustees nor the Administrators are personally liable to it
or him for any amount distributable in respect of any Trust Security or for any
other liability in respect of any Trust Security. This Section 8.1(b) does not
limit the liability of the Issuer Trustees expressly set forth elsewhere in this
Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture
Act.

     (c)  The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Trust Agreement (including pursuant to Section 10.10), and no implied covenants
shall be read into this Trust Agreement against the Property Trustee. If an
Event of Default has occurred (that has not been cured or waived pursuant to
Section 5.13 of the Indenture), the Property Trustee shall enforce this Trust
Agreement for the benefit of the Holders and shall exercise such of the rights
and powers vested in it by this Trust Agreement, and use the same degree of care
and skill in its exercise thereof, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

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

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

                 (A)  the duties and obligations of the Property Trustee shall
          be determined solely by the express provisions of this Trust Agreement
          (including pursuant to Section 10.10), and the Property Trustee shall
          not be liable except for the performance of such duties and
          obligations as are specifically set forth in this Trust Agreement
          (including pursuant to Section 10.10); and

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

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

          (iii)  the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of 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

                                      35
<PAGE>

     Trustee, or exercising any trust or power conferred upon the Property
     Trustee under this Trust Agreement;

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

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

          (vi)   the Property Trustee shall not be responsible for monitoring
     the compliance by the Administrators 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 Issuer Trustee, the
     Administrators or the Depositor; and

          (vii)  no provision of this Trust Agreement shall require the Property
     Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or powers, if the Property Trustee shall have
     reasonable grounds for believing that the repayment of such funds or
     liability is not reasonably assured to it under the terms of this Trust
     Agreement or adequate indemnity against such risk or liability is not
     reasonably assured to it.


     (e)  The Administrators shall not be responsible for monitoring the
compliance by the Issuer Trustees or the Depositor with their respective duties
under this Trust Agreement, nor shall either Administrator be liable for the
default or misconduct of any other Administrator, the Issuer Trustees or the
Depositor.

Section 8.2  Certain Notices.

     (a)  Within five Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.8, notice of such Event of Default to the Holders and the Administrators,
unless such Event of Default shall have been cured or waived.

     (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 Junior
Subordinated Debentures 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 Administrators, unless such exercise shall
have been revoked.

     (c)  In the event the Property Trustee receives notice of the Depositor's
exercise of its right to shorten the stated maturity of the Junior Subordinated
Debentures as provided in Section 3.16 of the Indenture, the Property Trustee
shall give notice of such shortening of the

                                      36
<PAGE>

stated maturity to the Holders at least 30 but not more than 60 days before the
effective date thereof.

Section 8.3  Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:


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

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

     (c)  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, refiling or re-registration thereof;

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

     (e)  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 security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction; provided that,
nothing contained in this Section 8.3(e) shall be taken to relieve the Property
Trustee, upon the occurrence of an Event of Default, of its obligation to
exercise the rights and powers vested in it by this Trust Agreement;

     (f)  the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Holders, but the Property
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit;

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

     (h)  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

                                      37
<PAGE>

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 the terms of the Trust Securities
in respect of such remedy, right or action), (ii) may refrain from enforcing
such remedy or right or taking such other action until such instructions are
received, and (iii) shall be fully protected in acting in accordance with such
instructions; and

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

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

Section 8.4  Not Responsible for Recitals or Issuance of Securities.

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

Section 8.5  May Hold Securities.

     (a)  The Administrators, any Issuer Trustee or any other agent of any
Issuer Trustee or the Issuer Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and, subject to Sections 8.8 and
8.13, and except as provided in the definition of the term "Outstanding" in
Article I, may otherwise deal with the Issuer Trust with the same rights it
would have if it were not an Administrator, Issuer Trustee or such other agent.

     (b)  If at any time the Depositor or any of its Affiliates (in either case
a "Depositor Affiliated Owner/Holder") is the Owner or Holder of any of the
Trust Securities, such Depositor Affiliated Owner/Holder shall have the right to
deliver to the Property Trustee all or such portion of its Trust Securities as
it elects and receive, in exchange therefor, a Like Amount of debentures. Such
election (i) shall be exercisable effective on any Distribution Date by such
Depositor Affiliated Owner/Holder delivering to the Property Trustee a written
notice of such election specifying the Liquidation Amount of the Trust
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 Affiliated Owner/Holder having delivered or caused to be delivered to
the Property Trustee or its designee the Trust Securities which 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 Trust Securities will be
cancelled and will no longer be deemed to be Outstanding and all rights of the
Depositor or its Affiliates(s) with respect to such Trust Securities will cease.

                                      38
<PAGE>

     (c)  In the case of any exchange described in Section 8.5(b), the Issuer
Trust will, on the date of such exchange, exchange debentures 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 Trust Securities exchanged pursuant to Section 8.5(b) divided by
the aggregate Liquidation Amount of the Trust Securities Outstanding immediately
prior to such exchange, for such proportional amount of Common Securities held
by the Depositor (which contemporaneously shall be cancelled 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.

Section 8.6  Compensation; Indemnity; Fees.

     The Depositor agrees:


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

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

     (c)  to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Issuer Trustee, (ii) each Administrator, (iii) any
Affiliate of any Issuer Trustee, (iv) any officer, director, shareholder,
employee, representative or agent of any Issuer Trustee, and (v) any employee or
agent of the Issuer Trust, (referred to herein as an "Indemnified Person") from
and against any loss, damage, liability, tax (excluding income taxes, other than
taxes referred to in Sections 4.5 and 4.6 hereunder), penalty, expense or claim
of any kind or nature whatsoever incurred by such Indemnified Person arising out
of or in connection with the creation, operation, or dissolution of the Issuer
Trust or any act or omission performed or omitted by such Indemnified Person in
good faith on behalf of the Issuer Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Trust Agreement, except that no Indemnified Person
shall be entitled to be indemnified in respect of any loss, damage or claim
incurred by such Indemnified Person by reason of bad faith, negligence or
willful misconduct with respect to such acts or omissions.

     The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement.

     No Issuer Trustee may claim any lien or charge on any Trust Property as a
result of any amount due pursuant to this Section 8.6.

     The Depositor, any Administrator and any Issuer Trustee (subject to Section
8.8) may engage in or possess an interest in other business ventures of any
nature or description, independently or with others, similar or dissimilar to
the business of the Issuer Trust, and the Issuer

                                      39
<PAGE>

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

Section 8.7  Corporate Property Trustee Required; Eligibility of Trustees and
             Administrators.

     (a)  There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is a
national or state chartered bank and eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Property Trustee with respect to the Trust Securities shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VIII. At the time of appointment, the Property Trustee must have
securities rated in one of the three highest rating categories by a nationally
recognized statistical rating organization.

     (b)  There shall at all times be one or more Administrators hereunder. Each
Administrator 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. An employee, officer, or Affiliate of the Depositor may serve as an
Administrator.

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

Section 8.8  Conflicting Interests.

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

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

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<PAGE>

Section 8.9  Co-Trustees and Separate Trustee.

     (a)  Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Property Trustee shall have power to
appoint, and upon the written request of the Property Trustee, the Depositor and
the Administrators shall for such purpose join with the Property Trustee in the
execution, delivery, and performance of all instruments and agreements necessary
or proper to appoint, one or more Persons approved by the Property Trustee
either to act as co-trustee, jointly with the Property Trustee, of all or any
part of such Trust Property, or to the extent required by law to act as separate
trustee of any such property, in either case with such powers as may be provided
in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section 8.9. Any co-trustee
or separate trustee appointed pursuant to this Section 8.9 shall either be (i) a
natural person who is at least 21 years of age and a resident of the United
States or (ii) a legal entity with its principal place of business in the United
States that shall act through one or more persons authorized to bind such
entity.

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

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

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

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

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

                                      41
<PAGE>

effectuate such resignation or removal. A successor to any co-trustee or
separate trustee so resigned or removed may be appointed in the manner provided
in this Section 8.9.

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

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

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

Section 8.10  Resignation and Removal; Appointment of Successor.

     (a)  No resignation or removal of any Issuer Trustee (the "Relevant
Trustee") and no appointment of a successor Issuer Trustee pursuant to this
Article VIII shall become effective until the acceptance of appointment by the
successor Issuer Trustee in accordance with the applicable requirements of
Section 8.11.

     (b)  Subject to Section 8.10(a), a Relevant Trustee may resign at any time
by giving written notice thereof to the Depositor and the Holders of the Common
Securities. The Depositor shall appoint a successor by requesting from at least
three Persons meeting the eligibility requirements its expenses and charges to
serve as the successor Issuer Trustee on a form provided by the Administrators,
and selecting the Person who agrees to the lowest expenses and charges. If the
instrument of acceptance by the successor Issuer Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 60 days after
the giving of such notice of resignation, the Relevant Trustee may petition, at
the expense of the Depositor, any court of competent jurisdiction for the
appointment of a successor Issuer Trustee.

     (c)  The Property Trustee or the Delaware Trustee may be removed at any
time by Act of the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Issuer Trust) with or without cause.

     (d)  If a resigning Relevant Trustee shall fail to appoint a successor, or
if a Relevant Trustee shall be removed or become incapable of acting as Issuer
Trustee, or if any vacancy shall occur in the office of any Issuer Trustee for
any cause, the Holders of the Common Securities, by Act of the Holders of record
of not less than 25% aggregate Liquidation Amount of the Preferred Securities
then Outstanding delivered to such Relevant Trustee, shall promptly appoint a
successor Issuer Trustee or Trustees, and such successor Issuer Trustee shall
comply with the applicable requirements of Section 8.11. If no successor Issuer
Trustee shall have been so appointed by the Holders of the Preferred Securities
and accepted appointment in the manner required by Section 8.11, any Holder, on
behalf of himself and all others similarly situated, or any other Issuer
Trustee, may petition any court in the State of Delaware for the appointment of
a successor Issuer Trustee.

     (e)  The Property Trustee shall give notice of each appointment of a
successor Issuer Trustee to all Holders in the manner provided in Section 10.8
and shall give notice of each resignation, removal and appointment of a Relevant
Trustee to the Depositor and to the

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<PAGE>

Administrators. Each notice shall include the name of the Relevant Trustee and
the address of its Corporate Trust Office if it is the Property Trustee.

     (f)  Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Holders of the Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by the Holders of the Common Securities or the Property Trustee
following the procedures regarding expenses and charges set forth above (with
the successor in each case being a Person who satisfies the eligibility
requirement for Delaware Trustee set forth in Section 8.7).

Section 8.11  Acceptance of Appointment by Successor.

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

     (b)  Upon request of any such successor Issuer Trustee, the Issuer Trust
and/or the retiring or removed Relevant Trustee (upon payment of its reasonable
expenses) shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Issuer Trustee all such rights,
powers and trusts referred to in the first or second preceding paragraph, as the
case may be.

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

Section 8.12  Merger, Conversion, Consolidation or Succession to Business.

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

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<PAGE>

Section 8.13  Preferential Collection of Claims Against Depositor or Issuer
              Trust.

     If and when the Property Trustee shall be or become a creditor of the
Depositor (or any other obligor upon Junior Subordinated Debentures or the Trust
Securities), the Property Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Depositor or
the Issuer Trust (or any such other obligor) as is required by the Trust
Indenture Act.

Section 8.14  Trustee May File Proofs of Claim.

     In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition, or other similar judicial
proceeding relative to the Issuer Trust or any other obligor upon the Trust
Securities or the property of the Issuer Trust or of such other obligor, 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 Issuer 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:

     (a)  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

     (b)  to collect and receive any monies 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 judicial 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 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.

     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.

Section 8.15  Reports by Property Trustee.

     (a)  Within 60 days of January 31 of each year commencing with January 31,
2001, the Property Trustee shall transmit to all Holders in accordance with
Section 10.8, and to the Depositor, a brief report dated as of the immediately
preceding January 31 with respect to:

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

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<PAGE>

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

     (b)  In addition, the Property Trustee shall transmit to Holders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto as set forth in Section 10.10 of
this Trust Agreement.

     (c)  A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with the Depositor.

Section 8.16  Reports to the Property Trustee.

     The Depositor and the Administrators on behalf of the Issuer Trust shall
provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314(a) of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act, as set forth in Section 10.10 of this Trust Agreement.  The Depositor and
the Administrators shall annually file with the Property Trustee a certificate
specifying whether such Person is in compliance with all the terms and covenants
applicable to such Person hereunder.

Section 8.17  Evidence of Compliance with Conditions Precedent.

     Each of the Depositor and the Administrators on behalf of the Issuer Trust
shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section 314(c) of the Trust Indenture Act as
set forth in Section 10.10 of this Trust Agreement.  Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) of the Trust
Indenture Act shall be given in the form of an Officers' Certificate.

Section 8.18  Number of Issuer Trustees.

     (a)  The number of Issuer Trustees shall be two. The Property Trustee and
the Delaware Trustee may be the same Person, in which event the number of Issuer
Trustees shall be one.

     (b)  If an Issuer Trustee ceases to hold office for any reason, a vacancy
shall occur. The vacancy shall be filled with an Issuer Trustee appointed in
accordance with Section 8.10.

     (c)  The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of an Issuer Trustee shall not operate to
dissolve, terminate or annul the Issuer Trust or terminate this Trust Agreement.

Section 8.19  Delegation of Power.

     (a)  Any Administrator may, by power of attorney consistent with applicable
law, delegate to any other natural person over the age of 21 his or her power
for the purpose of executing any documents contemplated in Section 2.7(a) or
making any governmental filing.

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<PAGE>

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

Section 8.20  Appointment of Administrators.

     (a)  The Administrators (other than the initial Administrators) shall be
appointed by the Holders of a Majority in Liquidation Amount of the Common
Securities and all Administrators (including the initial Administrators) may be
removed by the Holders of a Majority in Liquidation Amount of the Common
Securities or may resign at any time. Each Administrator shall sign an agreement
agreeing to comply with the terms of this Trust Agreement. If at any time there
is no Administrator, the Property Trustee or any Holder who has been a Holder of
Trust Securities for at least six months may petition any court of competent
jurisdiction for the appointment of one or more Administrators.

     (b)  Whenever a vacancy in the number of Administrators shall occur, until
such vacancy is filled by the appointment of an Administrator in accordance with
this Section 8.20, the Administrators in office, regardless of their number (and
notwithstanding any other provision of this Trust Agreement), shall have all the
powers granted to the Administrators and shall discharge all the duties imposed
upon the Administrators by this Trust Agreement.

     (c)  Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrator or a Delaware Trustee who is a natural
person dies or becomes, in the opinion of the Holders of a Majority in
Liquidation Amount of the Common Securities, incompetent, or incapacitated, the
vacancy created by such death, incompetence or incapacity may be filled by the
remaining Administrators, if there were at least two of them prior to such
vacancy and by the Depositor, if there were not two such Administrators
immediately prior to such vacancy (with the successor in each case being a
Person who satisfies the eligibility requirement for Administrators or Delaware
Trustee, as the case may be, set forth in Section 8.7).

     (d)  Except as otherwise provided in this Trust Agreement or by applicable
law, any one Administrator may execute any document or otherwise take any action
which the Administrators are authorized to take under this Trust Agreement.

                                  ARTICLE IX

                      DISSOLUTION, LIQUIDATION AND MERGER


Section 9.1  Dissolution Upon Expiration Date.

     Unless earlier dissolved, the Issuer Trust shall automatically dissolve on
_______, 2030 (the "Expiration Date"), and the Trust Property shall be
distributed in accordance with Section 9.4.

Section 9.2  Early Dissolution.

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

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<PAGE>

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

     (b)  delivery of the written direction to the Property Trustee from the
Holder of the Common Securities at any time to dissolve the Issuer Trust and,
after satisfaction of liabilities to creditors of the Issuer Trust as provided
by applicable law, to distribute the Junior Subordinated Debentures to Holders
in exchange for the Preferred Securities (which direction, subject to Section
9.4(a), is optional and wholly within the discretion of the Holder of the Common
Securities);

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

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

Section 9.3  Termination.

     The respective obligations and responsibilities of the Issuer Trustees, the
Administrators and the Issuer Trust created and continued hereby 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 pursuant
to the liquidation of the Issuer Trust in accordance with Section 9.4, or upon
the redemption of all of the Trust Securities pursuant to Section 4.2, (b) the
payment of any expenses owed by the Issuer Trust, (c) the discharge of all
administrative duties of the Administrators, including the performance of any
tax reporting obligations with respect to the Issuer Trust or the Holders, and
(d) the filing of a certificate of cancellation with the Secretary of State of
the State of Delaware pursuant to Section 3810 of the Delaware Business Trust
Act.

Section 9.4  Liquidation.

     (a)  If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be
liquidated by the Property Trustee as expeditiously as the Property Trustee
determines to be possible by distributing, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, to each Holder a
Like Amount of Junior Subordinated Debentures, subject to Section 9.4(d).
Notice of liquidation shall be given by the Property Trustee by first-class
mail, postage prepaid, mailed not later than 15 nor more than 45 days prior to
the Liquidation Date to each Holder of Trust Securities at such Holder's address
appearing in the Securities Register.  All notices of liquidation shall:

          (i)   state the Liquidation Date;


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

          (iii) provide such information with respect to the mechanics by which
     Holders may exchange Trust Securities Certificates for Junior Subordinated
     Debentures, or if

                                      47
<PAGE>

     Section 9.4(d) applies receive a Liquidation Distribution, as the
     Administrators or the Property Trustee shall deem appropriate.

     (b)  Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Issuer Trust and distribution of the Junior Subordinated
Debentures to Holders, the Property Trustee shall establish a record date for
such distribution (which shall be not more than 30 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Junior Subordinated Debentures in
exchange for the Outstanding Trust Securities Certificates.

     (c)  Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
the Clearing Agency for the Preferred Securities or its nominee, as the
registered Holder of the Global Preferred Securities Certificate, shall receive
a registered global certificate or certificates representing the Junior
Subordinated Debentures to be delivered upon such distribution with respect to
Preferred Securities held by the Clearing Agency or its nominee, and (iii) any
Trust Securities Certificates not held by the Clearing Agency for the Preferred
Securities or its nominee as specified in clause (ii) above will be deemed to
represent Junior Subordinated Debentures having a principal amount equal to the
stated Liquidation Amount of the Trust Securities represented thereby and
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on such Trust Securities until such certificates are
presented to the Securities Registrar for transfer or reissuance.

     (d)  If, notwithstanding the other provisions of this Section 9.4, whether
because of an order for dissolution entered by a court of competent jurisdiction
or otherwise, distribution of the Junior Subordinated Debentures is not
practical, or if any Early Termination Event specified in clause (c) of Section
9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust shall
be liquidated by the Property Trustee in such manner as the Property Trustee
determines. In such event, on the date of the dissolution of the Issuer Trust,
Holders will be entitled to receive out of the assets of the Issuer Trust
available for distribution to Holders, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, an amount equal to
the aggregate of the Liquidation Amount per Trust Security plus accumulated and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If, upon any such dissolution, the Liquidation
Distribution can be paid only in part because the Issuer 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 Issuer Trust
on the Trust Securities shall be paid on a pro rata basis (based upon
Liquidation Amounts). The Holders of the Common Securities will be entitled to
receive Liquidation Distributions upon any such liquidation pro rata (determined
as aforesaid) with Holders of Preferred Securities, except that, if a Debenture
Event of Default has occurred and is continuing, the Preferred Securities shall
have a priority over the Common Securities as provided in Section 4.3.

     (e)  Following the dissolution of the Issuer Trust and after the completion
of the winding up of the affairs of the Issuer Trust, one of the Issuer Trustees
shall file a certificate of cancellation with the Secretary of State of the
State of Delaware.

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<PAGE>

Section 9.5  Mergers, Consolidations, Amalgamations or Replacements of the
             Issuer Trust.

     The Issuer 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 entity, except pursuant to this Section 9.5
and Section 9.4. At the request of the Holders of the Common Securities, but
without the consent of the Holders of at least a Majority in Liquidation Amount
of the Preferred Securities, the Delaware Trustee, or the Property Trustee, the
Issuer 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,
however, that (a) such successor entity either (i) expressly assumes all of the
obligations of the Issuer Trust with respect to the 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, (b) a trustee of such successor entity possessing the same powers and
duties as the Property Trustee is appointed to hold the Junior Subordinated
Debentures, (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 if the Preferred Securities were rated by any
nationally recognized statistical rating organization immediately prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
(d) such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not adversely affect the rights, preferences and privileges of the
Holders of the Preferred Securities (including any Successor Securities) in any
material respect, (e) such successor entity has a purpose substantially
identical to that of the Issuer Trust, (f) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Issuer Trustee has
received an Opinion of Counsel from independent counsel experienced in such
matters 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 Issuer Trust nor such successor entity will be required to register
as an "investment company" under the Investment Company Act, and (g) the
Depositor or any permitted transferee to whom it has transferred the Common
Securities hereunder 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 Issuer Trust shall not, except with the
consent of Holders of 100% in Liquidation Amount of the Preferred Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any
other entity 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 Issuer Trust or the successor
entity to be taxable as a corporation for United States federal income tax
purposes. Any merger or similar agreement shall be executed by the
Administrators on behalf of the Issuer Trust.


                                   ARTICLE X

                           MISCELLANEOUS PROVISIONS

                                      49
<PAGE>

Section 10.1  Limitation of Rights of Holders.

     Except as set forth in Section 9.2, the bankruptcy, dissolution,
termination, death or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement or dissolve, terminate or annul the Issuer 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  Amendment.

     (a)  This Trust Agreement may be amended from time to time by the Property
Trustee, the Administrators or the Holders of a Majority in Liquidation Amount
of the Common Securities, without the consent of any Holder of the Preferred
Securities, (i) to cure any ambiguity, correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this Trust
Agreement; provided, however, that such amendment shall not adversely affect in
any material respect the interests of the Holders of the Preferred Securities
or (ii) to modify, eliminate, or add to any provisions of this Trust Agreement
to such extent as shall be necessary to ensure that the Issuer Trust will not be
taxable as a corporation for United States federal income tax purposes at any
time that any Trust Securities are Outstanding or to ensure that the Issuer
Trust will not be required to register as an "investment company" under the
Investment Company Act.

     (b)  Except as provided in Section 6.1(c) or Section 10.2(c), any provision
of this Trust Agreement may be amended by the Property Trustee, the
Administrators, and the Holders of a Majority in Liquidation Amount of the
Common Securities with (i) the consent of Holders of at least a Majority in
Liquidation Amount of the Preferred Securities and (ii) receipt by the Property
Trustee of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Issuer Trustees in accordance with such
amendment will not cause the Issuer Trust to be taxable as a corporation for
United States federal income tax purposes or affect the Issuer Trust's exemption
from status of an "investment company" under the Investment Company Act.

     (c)  In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Holder (such consent being
obtained in accordance with Section 6.3 or 6.6 hereof), this Trust Agreement may
not be amended to (i) change the amount or timing of any Distribution on the
Trust Securities or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Trust Securities as of a specified date or
(ii) restrict the right of a Holder to institute suit for the enforcement of any
such payment on or after such date. Notwithstanding any other provision herein,
without the unanimous consent of the Holders (such consent being obtained in
accordance with Section 6.3 or 6.6), this Section 10.2(c) may not be amended.

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

                                      50
<PAGE>

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

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

     (g)  Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Property Trustee, this Trust Agreement may not be
amended to affect the rights, duties, obligations or powers of the Property
Trustee. The Property Trustee shall be entitled to receive an Opinion of Counsel
and an Officers' Certificate stating that any amendment to this Trust Agreement
is in compliance with this Trust Agreement.

     (h)  Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Delaware Trustee, this Trust Agreement may not be
amended to affect the rights, duties, obligations or powers of the Delaware
Trustee.

     (i)  Any amendments to this Trust Agreement pursuant to Section 10.2(a)
shall become effective when notice of such amendment is given to the Holders of
the Trust Securities.

Section 10.3  Separability.

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

Section 10.4  Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS,
THE ISSUER TRUST, THE DEPOSITOR, THE ISSUER TRUSTEES, AND THE ADMINISTRATORS
WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

Section 10.5  Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day that is a Business Day (except as otherwise
provided in Sections 4.2(d)), except that, if such Business Day is in the next
succeeding calendar year, payment on any Trust Security shall be made on the
immediately preceding Business Day, in each case, with the same force and effect
as though made on the date fixed for such payment, and no Distributions shall
accumulate on such unpaid amount for the period after such date.

Section 10.6  Successors.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Issuer Trust, the Administrators, and any
Issuer Trustee, including any successor by operation of law.  Except in
connection with a consolidation, merger or sale involving the Depositor that is
permitted under Article VIII of the Indenture and pursuant to which the

                                      51
<PAGE>

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, hand
delivery or facsimile transmission, in each case, addressed, (i) 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 (ii) in the case of the
Holder of Common Securities or the Depositor, to Provident Bankshares
Corporation, 114 East Lexington Street, Baltimore, Maryland 21202, Attention:
Office of the Secretary, facsimile no.: (410) ____________ or to such other
address as may be specified in a written notice by the Depositor to the Property
Trustee. Such notice, demand or other communication to or upon a Holder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission. Such 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 which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Issuer Trust, the Property Trustee, the Delaware Trustee, the
Administrators, or the Issuer Trust shall be given in writing addressed (until
another address is published by the Issuer Trust) as follows: (i) with respect
to the Property Trustee to Bankers Trust Company, Four Albany Street, 4th Floor,
New York, NY 10006, Attention: Corporate Trust and Agency Group Corporate Market
Services; (ii) with respect to the Delaware Trustee to Bankers Trust (Delaware),
1011 Centre Road, Suite 200, Trust Department, Wilmington, Delaware 19805-1266,
Attention: Lisa Wilkins, and (iii) with respect to the Administrators, to them
at the address above for notices to the Depositor, marked "Attention: Office of
the Secretary." Such notice, demand or other communication to or upon the Issuer
Trust or the Property Trustee shall be deemed to have been sufficiently given or
made only upon actual receipt of the writing by the Issuer Trust, the Property
Trustee, or such Administrator.

Section 10.9  Agreement Not to Petition.

     Each of the Issuer Trustees, the Administrators and the Depositor agree for
the benefit of the Holders that, until at least one year and one day after the
Issuer Trust has been terminated in accordance with Article IX, they shall not
file, or join in the filing of, a petition against the Issuer Trust under any
bankruptcy, insolvency, reorganization or other similar law (including, without
limitation, the United States Bankruptcy Code) (collectively, "Bankruptcy Laws")
or otherwise join in the commencement of any proceeding against the Issuer Trust
under any Bankruptcy Law.  In the event the Depositor takes action in violation
of this Section 10.9, the Property Trustee agrees, for the benefit of Holders,
that at the expense of the Depositor, it shall file an answer with the

                                      52
<PAGE>

bankruptcy court or otherwise properly contest the filing of such petition by
the Depositor against the Issuer 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 Issuer Trustee or the Issuer Trust may assert. If any
Issuer Trustee or Administrator takes action in violation of this Section 10.9,
the Depositor agrees, for the benefit of the Holders, that at the expense of the
Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by such Person against the
Depositor or the commencement of such action and raise the defense that such
Person 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
Depositor or the Issuer Trust may assert. The provisions of this Section 10.9
shall survive the termination of this Trust Agreement.

Section 10.10  Trust Indenture Act; Conflict with Trust Indenture Act.

     (a)  Trust Indenture Act; Application. (i) This Trust Agreement is subject
to the provisions of the Trust Indenture Act that are required to be a part of
this Trust Agreement and shall, to the extent applicable, be governed by such
provisions; (ii) if and to the extent that any provision of this Trust Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control; (iii)
for purposes of this Trust Agreement, the Property Trustee, to the extent
permitted by applicable law and/or the rules and regulations of the Commission,
shall be the only Issuer Trustee which is a trustee for the purposes of the
Trust Indenture Act; and (iv) the application of the Trust Indenture Act to this
Trust Agreement shall not affect the nature of the Preferred Securities and the
Common Securities as equity securities representing undivided beneficial
interests in the assets of the Issuer Trust.

     (b)  Lists of Holders of Preferred Securities. (i) Each of the Depositor
and the Administrators on behalf of the Issuer Trust shall provide the Property
Trustee with such information as is required under Section 312(a) of the Trust
Indenture Act at the times and in the manner provided in Section 312(a) and (ii)
the Property Trustee shall comply with its obligations under Sections 310(b),
311 and 312(b) of the Trust Indenture Act.

     (c)  Reports by the Property Trustee. Within 60 days after January 31 of
each year, commencing January 31, 2001, the Property Trustee shall provide to
the Holders of the Trust Securities such reports as are required by Section 313
of the Trust Indenture Act, if any, in the form, in the manner and at the times
provided by Section 313 of the Trust Indenture Act. The Property Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

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

     (e)  Evidence of Compliance with Conditions Precedent. Each of the
Depositor and the Administrators on behalf of the Issuer Trust shall provide to
the Property Trustee such evidence

                                      53
<PAGE>

of compliance with any conditions precedent, if any, provided for in this Trust
Agreement which relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given pursuant to
Section 314(c) shall comply with Section 314(e) of the Trust Indenture Act.

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

Section 10.11  Acceptance of Terms of Trust Agreement, Guarantee and Indenture.

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

Section 10.12  Counterparts.

     This Trust Agreement may contain more than one counterpart of the signature
page and this Trust Agreement may be executed by the affixing of the signature
of each of the Issuer Trustees to one of such counterpart signature pages.  All
of such counterpart signature pages shall be read as though one, and they shall
have the same force and effect as though all of the signers had signed a single
signature paper.

                   [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

                                      54
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Amended and Restated Trust
Agreement to be duly executed as of the day and year first above written.


                              PROVIDENT BANKSHARES CORPORATION

                              as Depositor

                              By:________________________________


                              BANKERS TRUST COMPANY,

                              as Property Trustee

                              By:

                              BANKERS TRUST (DELAWARE),

                              as Delaware Trustee

                              By:________________________________


                              ___________________________________

                              Initial Administrator


                              ___________________________________

                              Initial Administrator

                                      55
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------


      [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE SECRETARY OF STATE]

                                       1
<PAGE>

                                                                       EXHIBIT B
                                                                       ---------


               [INSERT FORM OF CERTIFICATE DEPOSITARY AGREEMENT]

                                       1
<PAGE>

                                                                       EXHIBIT C
                                                                       ---------


 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
                               Provident Trust II
                           _______% Common Securities
                (liquidation amount $______ per Common Security)

     Provident Trust II, a statutory business trust created under the laws of
the State of Delaware (the "Issuer Trust"), hereby certifies that Provident
Bankshares Corporation (the "Holder"), is the registered owner of _________
(___) common securities of the Issuer Trust representing undivided beneficial
interests in the assets of the Issuer Trust and has designated the Provident
Trust II  _______% Common Securities (liquidation amount $_____ 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
Amended and Restated Trust Agreement of the Issuer Trust, dated as of ______,
2000, as the same may be amended from time to time (the "Trust Agreement") among
Provident Bankshares Corporation, as Depositor, Bankers Trust Company, as
Property Trustee, Bankers Trust (Delaware), as Delaware Trustee,_________ and
___________, as Administrators,  and the Holders of Trust Securities, including
the designation of the terms of the Common Securities as set forth therein.  The
Issuer Trust will furnish a copy of the Trust Agreement to the Holder without
charge upon written request to the Issuer Trust at its principal place of
business or registered office.

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

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

                                       1
<PAGE>

     IN WITNESS WHEREOF, one of the Administrators of the Issuer Trust has
executed this certificate this ___ day of ______________, 2000.


                              PROVIDENT TRUST II


                              By:__________________________________
                              Name:
                              Administrator

                                       2
<PAGE>

                                   EXHIBIT D
                                   ---------

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

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

CERTIFICATE NUMBER    NUMBER OF PREFERRED SECURITIES

P-__

                      CUSIP NO. ________________________
                  CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                      OF
                              PROVIDENT TRUST II

                         _______% PREFERRED SECURITIES
              (LIQUIDATION AMOUNT $_____. PER PREFERRED SECURITY)

     Provident Trust II, a statutory business trust created under the laws of
the State of Delaware (the "Issuer Trust"), hereby certifies that
_______________ (the "Holder") is the registered owner of $___________ (
) aggregate liquidation amount of preferred securities of the Issuer Trust
representing an undivided beneficial interest in the assets of the Issuer Trust
and has designated the Provident Trust II _______% Preferred Securities
(liquidation amount $_____. per Preferred Security) (the "Preferred
Securities").  The Preferred Securities are transferable on the books and the
records of the Issuer Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.5 of the Trust Agreement (as defined below).  The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms

                                       1
<PAGE>

and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust,
dated as of ________, 2000 as the same may be amended from time to time (the
"Trust Agreement"), among Provident Bankshares Corporation as Depositor, Bankers
Trust Company, as Property Trustee, Bankers Trust (Delaware), as Delaware
Trustee, _____________ and _____________, as Administrators, and the Holders of
Trust Securities, including the designation of the terms of the Preferred
Securities as set forth therein. The Holder is entitled to the benefits of the
Guarantee Agreement entered into by Provident Bankshares Corporation, a Maryland
corporation, and Bankers Trust Company, as Guarantee Trustee, dated as of
________, 2000 as the same may be amended from time to time (the "Guarantee
Agreement"), to the extent provided therein. The Issuer Trust will furnish a
copy of the Trust Agreement and the Guarantee Agreement to the Holder without
charge upon written request to the Issuer 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.

                                       2
<PAGE>

     IN WITNESS WHEREOF, one of the Administrators of the Issuer Trust has
executed this certificate this _______ day of ____________, 2000.


                              PROVIDENT TRUST II


                              By:_____________________________
                              Name:
                              Administrator


AUTHENTICATED AND REGISTERED:
BANKERS TRUST COMPANY,
as Property Trustee and Securities Registrar

By:______________________________
Name:
Authorized Signatory


                                   ASSIGNMENT

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


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


_______________________________________________________________________________

                   (Insert address and zip code of assignee)

and irrevocably appoints:

_______________________________________________________________________________

_______________________________________________________________________________

                                       3
<PAGE>

_______________________________________________________________________________

agent to transfer this Preferred Securities Certificate on the books of the
Issuer 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
SEC Rule 17Ad-15.

                                       4