<PAGE>

                                                                     EXHIBIT 4.5
                                                                     -----------



                         CTBI PREFERRED CAPITAL TRUST II





                      AMENDED AND RESTATED TRUST AGREEMENT


                                      among


                         COMMUNITY TRUST BANCORP, INC.,

                                  as Depositor


                FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,

                    as Property Trustee and Delaware Trustee


                                       and


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN





                         Dated as of ____________, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       Page
<S>                                                                                    <C>
ARTICLE I      DEFINED TERMS ...........................................................  2
  Section 101.  Definitions ............................................................  2

ARTICLE II     ESTABLISHMENT OF THE TRUST ..............................................  9
  Section 201.  Name ...................................................................  9
  Section 202.  Office of the Delaware Trustee; Principal Place of Business ............ 10
  Section 203.  Initial Contribution of Trust Property; Organizational Expenses ........ 10
  Section 204.  Issuance of the Preferred Securities ................................... 10
  Section 205.  Issuance of the Common Securities; Subscription and Purchase of
                the Debentures ......................................................... 10
  Section 206.  Declaration of Trust ................................................... 10
  Section 207.  Authorization to Enter Into Certain Transactions ....................... 11
  Section 208.  Assets of Trust ........................................................ 14
  Section 209.  Title to Trust Property ................................................ 14
  Section 210.  Execution of Documents ................................................. 14

ARTICLE III    PAYMENT ACCOUNT ......................................................... 15
  Section 301.  Payment Account ........................................................ 15

ARTICLE IV     DISTRIBUTIONS; REDEMPTION ............................................... 15
  Section 401.  Distributions .......................................................... 15
  Section 402.  Redemption ............................................................. 16
  Section 403.  Subordination of the Common Securities ................................. 19
  Section 404.  Payment Procedures ..................................................... 19
  Section 405.  Tax Returns and Reports ................................................ 20
  Section 406.  Payment of Taxes, Duties, Etc. of the Trust ............................ 20
  Section 407.  Payments under the Indenture ........................................... 20

ARTICLE V      THE TRUST SECURITIES CERTIFICATES ....................................... 20
  Section 501.  Initial Ownership ...................................................... 20
  Section 502.  The Trust Securities Certificates ...................................... 20
  Section 503.  Execution, Authentication and Delivery of the Trust Securities
                Certificates ........................................................... 21
  Section 503A. Global Preferred Security .............................................. 21
  Section 504.  Registration of Transfer and Exchange of the Preferred Securities
                Certificates ........................................................... 23
  Section 505.  Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates ..... 24
  Section 506.  Persons Deemed the Securityholders ..................................... 24
  Section 507.  Access to List of the Securityholders' Names and Addresses ............. 24
  Section 508.  Maintenance of Office or Agency ........................................ 25
  Section 509.  Appointment of the Paying Agent ........................................ 25
  Section 510.  Ownership of the Common Securities by the Depositor .................... 26
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                                    <C>
  Section 511. The Trust Securities Certificates ..................................... 26
  Section 512. [Reserved] ............................................................ 26
  Section 513. Notices ............................................................... 26
  Section 514. Rights of the Securityholders ......................................... 26

ARTICLE VI    ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING .......................... 27
  Section 601. Limitations on Voting Rights .......................................... 27
  Section 602. Notice of Meetings .................................................... 28
  Section 603. Meetings of the Holders of the Preferred Securities ................... 28
  Section 604. Voting Rights ......................................................... 29
  Section 605. Proxies, Etc .......................................................... 29
  Section 606. Securityholder Action by Written Consent .............................. 29
  Section 607. Record Date for Voting and Other Purposes ............................. 29
  Section 608. Acts of the Securityholders ........................................... 29
  Section 609. Inspection of Records ................................................. 30

ARTICLE VII   REPRESENTATIONS AND WARRANTIES ......................................... 31
  Section 701. Representations and Warranties of the Bank and the Property Trustee ... 31
  Section 702. Representations and Warranties of the Delaware Bank and the
               Delaware Trustee ...................................................... 32
  Section 703. Representations and Warranties of the Depositor ....................... 33

ARTICLE VIII  TRUSTEES ............................................................... 33
  Section 801. Certain Duties and Responsibilities ................................... 33
  Section 802. Certain Notices ....................................................... 35
  Section 803. Certain Rights of the Property Trustee ................................ 35
  Section 804. Not Responsible for Recitals or Issuance of Securities ................ 37
  Section 805. May Hold Securities ................................................... 37
  Section 806. Compensation; Indemnity; Fees ......................................... 37
  Section 807. Corporate Property Trustee Required; Eligibility of Trustees .......... 38
  Section 808. Conflicting Interests ................................................. 39
  Section 809. Co-Trustees and Separate Trustee ...................................... 39
  Section 810. Resignation and Removal; Appointment of Successor ..................... 40
  Section 811. Acceptance of Appointment by Successor ................................ 41
  Section 812. Merger, Conversion, Consolidation or Succession to Business ........... 42
  Section 813. Preferential Collection of Claims Against the Depositor or the Trust .. 42
  Section 814. Reports by the Property Trustee ....................................... 42
  Section 815. Reports to the Property Trustee ....................................... 43
  Section 816. Evidence of Compliance with Conditions Precedent ...................... 43
  Section 817. Number of Trustees .................................................... 43
  Section 818. Delegation of Power ................................................... 43
  Section 819. Voting ................................................................ 44

ARTICLE IX    DISSOLUTION, LIQUIDATION AND MERGER .................................... 44
  Section 901. Dissolution upon Expiration Date ...................................... 44
  Section 902. Early Termination ..................................................... 44
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                      <C>
  Section 903.  Termination ............................................................ 44
  Section 904.  Liquidation ............................................................ 44
  Section 905.  Mergers, Consolidations, Amalgamations or Replacements of the
                Trust .................................................................. 46

ARTICLE X      MISCELLANEOUS PROVISIONS ................................................ 47
  Section 1001. Limitation of Rights of the Securityholders ............................ 47
  Section 1002. Amendment .............................................................. 47
  Section 1003. Separability ........................................................... 48
  Section 1004. Governing Law .......................................................... 49
  Section 1005. Payments Due on Non-Business Day ....................................... 49
  Section 1006. Successors ............................................................. 49
  Section 1007. Headings ............................................................... 49
  Section 1008. Reports, Notices and Demands ........................................... 49
  Section 1009. Agreement Not to Petition .............................................. 50
  Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act ................. 50
  Section 1011. Acceptance of Terms of the Trust Agreement, the Guarantee and the
                Indenture .............................................................. 50
</TABLE>


EXHIBITS:
--------

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

                                      -iii-

<PAGE>

                              CROSS-REFERENCE TABLE


Section of Trust Indenture                               Section of Amended and
Act of 1939, as amended                                Restated Trust Agreement
-----------------------                                ------------------------

         310(a)(1) .............................................            807
         310(a)(2) .............................................            807
         310(a)(3) .............................................       807, 809
         310(a)(4) .............................................     207(a)(ii)
         310(b) ................................................            808
         311(a) ................................................            813
         311(b) ................................................            813
         312(a) ................................................            507
         312(b) ................................................            507
         312(c) ................................................            507
         313(a) ................................................         814(a)
         313(a)(4) .............................................         814(a)
         313(b) ................................................         814(a)
         313(c) ................................................           1008
         313(d) ................................................         814(b)
         314(a) ................................................            815
         314(b) ................................................ Not Applicable
         314(c)(1) .............................................            816
         314(c)(2) .............................................            816
         314(c)(3) ............................................. Not Applicable
         314(d) ................................................ Not Applicable
         314(e) ................................................       101, 816
         315(a) ................................................ 801(a), 803(a)
         315(b) ................................................      802, 1008
         315(c) ................................................         801(a)
         315(d) ................................................       801, 803
         316(a)(2) ............................................. Not Applicable
         316(b) ................................................ Not Applicable
         316(c) ................................................            607
         317(a)(1) ............................................. Not Applicable
         317(a)(2) ............................................. Not Applicable
         317(b) ................................................            509
         318(a) ................................................           1010


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

                                      -iv-


<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

     THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of __________, 2002, is
made and entered into by and among COMMUNITY TRUST BANCORP, INC., a Kentucky
corporation (including any successors or assigns, the "Depositor"), FIRST UNION
TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as property
trustee (the "Property Trustee" and, in its separate corporate capacity and not
in its capacity as Property Trustee, the "Bank"), FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association, as Delaware trustee (the
"Delaware Trustee," and, in its separate corporate capacity and not in its
capacity as Delaware Trustee, the "Delaware Bank"), JEAN R. HALE, an individual,
MARK A. GOOCH, an individual, and WILLIAM HICKMAN III, an individual, each of
whose address is c/o Community Trust Bancorp, Inc., 346 North Mayo Trail,
Pikeville, Kentucky 41501 (each, an "Administrative Trustee" and collectively,
the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and
the Administrative Trustees referred to collectively as the "Trustees"), and (e)
the several Holders (as hereinafter defined).

                                    Recitals
                                    --------

     WHEREAS, the Depositor, the Delaware Trustee and the Administrative
Trustees have heretofore duly declared and established a business trust pursuant
to the Delaware Business Trust Act (as hereinafter defined) by the entering into
of that certain Trust Agreement, dated as of January _____, 2002 (the "Original
Trust Agreement"), and by the execution and filing by the Delaware Trustee and
the Administrative Trustees with the Secretary of State of the State of Delaware
of the Certificate of Trust, filed on January _____, 2002, the form of which is
attached as Exhibit A; and

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

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

                                       1

<PAGE>

                                    ARTICLE I
                                  DEFINED TERMS

     Section 101. Definitions. For all purposes of this Trust Agreement, except
                  -----------
as otherwise expressly provided or unless the context otherwise requires:

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

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

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

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

     "Act" has the meaning specified in Section 608.

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

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

     "Administrative Trustee" means each of Jean R. Hale, Mark A. Gooch and
William Hickman III, solely in his or her capacity as Administrative Trustee of
the Trust and not in his or her individual capacity, or such Administrative
Trustee's successor in interest in such capacity, or any successor trustee
appointed as herein provided.

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

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

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

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

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

     "Business Day" means any day other than a Saturday or Sunday or a day on
which federal or state banking institutions in Pikeville, Kentucky, Wilmington,
Delaware or the Borough of Manhattan, the City of New York, are authorized or
required by law, executive order or regulation to close, or a day on which the
Corporate Trust Office of the Property Trustee or the Corporate Trust Office of
the Debenture Trustee is closed for business.

     "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as
amended or restated from time to time.

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

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

     "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.

                                        3

<PAGE>

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

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

     "Company" means Community Trust Bancorp, Inc., a Kentucky corporation and
registered bank holding company under the Bank Holding Company Act of 1956, as
amended.

     "Corporate Trust Office" means the office at which, at any particular time,
the corporate trust business of the Property Trustee or the Debenture Trustee,
as the case may be, shall be principally administered, which office at the date
hereof, in each such case, is located at One Rodney Square, 920 King Street,
Suite 102, Wilmington, Delaware 19801, Attention: Corporate Trust
Administration.

     "Debenture Event of Default" means an "Event of Default" as defined in
Section 7.1 of the Indenture.

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

     "Debenture Trustee" means First Union Trust Company, National Association,
a national banking association and any successor thereto, as trustee under the
Indenture.

     "Debentures" means the $25,773,200 aggregate principal amount of the
Depositor's ___% Subordinated Debentures due 2032, issued pursuant to the
Indenture.

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

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

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

     "Depositary" means DTC or any successor thereto.

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

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

                                        4

<PAGE>

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

     "DTC" means The Depository Trust Company.

     "Early Termination Event" has the meaning specified in Section 902.

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

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

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

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

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

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

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

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

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

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

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

                                        5

<PAGE>

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

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

     "Indenture" means the Indenture, dated as of _____, 2002 between the
Depositor and the Debenture Trustee, as trustee, as amended or supplemented from
time to time, pertaining to the Debentures of the Depositor.

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

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

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

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

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

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

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

                                        6

<PAGE>

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

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

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

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

     "Opinion of Counsel" means an opinion in writing of independent outside
legal counsel, who may be counsel for the Trust, the Property Trustee, the
Delaware Trustee or the Depositor, and who shall be reasonably acceptable to the
Property Trustee.

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

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

     (a)  the Preferred Securities represented by Preferred Securities
Certificates that have theretofore been canceled by the Property Trustee or have
been delivered to the Property Trustee for cancellation;

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

     (c)  the Preferred Securities which have been paid or Preferred Securities
represented by Preferred Securities Certificates in exchange for or in lieu of
which other Preferred Securities Certificates have been executed and delivered
pursuant to Sections 504, 505, 511 and 514; 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, the Preferred Securities owned
by the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee
shall be disregarded and deemed not to be Outstanding, except that (i) in
determining whether any Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only the
Preferred Securities that such Trustee knows to be so owned shall be so
disregarded; and (ii) the foregoing shall not apply at any time when all of the
Outstanding Preferred Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate. The Preferred Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee

                                        7

<PAGE>

establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and the pledgee is not
the Depositor or any other Obligor upon the Preferred Securities or a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Depositor or any Affiliate of the Depositor.

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

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

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

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

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

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

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

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, paid by the Depositor upon the concurrent
redemption of a Like Amount of Debentures, allocated on a pro rata basis (based
on Liquidation Amounts) among the Trust Securities.

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

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

                                        8

<PAGE>

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

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

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

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

     "Trust Property" means (a) the Debentures, (b) 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 Security" means any one of the Common Securities or the Preferred
Securities.

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

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

     "Underwriting Agreement" means the Underwriting Agreement, dated as of
________, 2002, among the Trust, the Depositor, J.J.B. Hilliard, W.L. Lyons,
Inc. and Ferris, Baker Watts, Inc.


                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

     Section 201. Name. The Trust continued hereby shall be known as "CTBI
                  ----
Preferred Capital Trust II," as such name may be modified from time to time by
the Administrative Trustees following written notice to the Holders of Trust
Securities and the other Trustees, in which name the Trustees may engage in the
transactions contemplated hereby, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

                                        9

<PAGE>

     Section 202. Office of the Delaware Trustee; Principal Place of Business.
                  -----------------------------------------------------------
The address of the Delaware Trustee in the State of Delaware is First Union
Trust Company, National Association, One Rodney Square, 920 King Street, Suite
102, Wilmington, Delaware 19801, Attention: Corporate Trust Administration, or
such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Securityholders and the Depositor. The
principal executive office of the Trust is c/o Community Trust Bancorp, Inc.,
346 North Mayo Trail, Pikeville, Kentucky 41501, Attention: Jean R. Hale,
President.

     Section 203. Initial Contribution of Trust Property; Organizational
                  ------------------------------------------------------
Expenses. The Trustees acknowledge receipt in trust from the Depositor in
--------
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

     Section 204. Issuance of the Preferred Securities. On ___________, 2002,
                  ------------------------------------
the Depositor, on behalf of the Trust and pursuant to the Original Trust
Agreement, executed and delivered the Underwriting Agreement. Contemporaneously
with the execution and delivery of this Trust Agreement, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Section 502,
and deliver in accordance with the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the Persons entitled thereto, in an
aggregate amount of 1,000,000 Preferred Securities having an aggregate
Liquidation Amount of $25,000,000 against receipt of the aggregate purchase
price of such Preferred Securities of $25,000,000, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.

     Section 205. Issuance of the Common Securities; Subscription and Purchase
                  ------------------------------------------------------------
of the Debentures. Contemporaneously with the execution and delivery of this
-----------------
Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver to the Depositor, Common
Securities Certificates, registered in the name of the Depositor, in an
aggregate amount of 30,928 Common Securities having an aggregate Liquidation
Amount of $773,200 against payment by the Depositor of such amount.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall purchase from the Depositor Debentures, registered in the name of the
Property Trustee on behalf of the Trust and having an aggregate principal amount
equal to $25,773,200, and, in satisfaction of the purchase price for such
Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the
Depositor the sum of $25,773,200.

     Section 206. Declaration of Trust. The exclusive purposes and functions of
                  --------------------
the Trust are (a) to issue and sell Trust Securities and use the proceeds from
such sale to acquire the Debentures and hold, transfer, sell, or otherwise
dispose of the Debentures as provided herein; and (b) to engage in those
activities necessary, convenient or incidental thereto. The Depositor hereby
appoints the Trustees as trustees of the Trust, to have all the rights, powers
and duties to the extent set forth herein, and the Trustees hereby accept such
appointment. The Property Trustee hereby declares that it shall hold the Trust
Property in trust upon and subject to the conditions set forth herein for the
benefit of the Securityholders. The Administrative Trustees shall have all
rights,

                                       10

<PAGE>

powers and duties set forth herein and in accordance with applicable law with
respect to accomplishing the purposes of the Trust. The Delaware Trustee shall
not be entitled to exercise any powers, nor shall the Delaware Trustee have any
of the duties and responsibilities, of the Property Trustee or the
Administrative Trustees set forth herein. The Delaware Trustee shall be one of
the Trustees of the Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Delaware Business Trust Act.

     Section 207. Authorization to Enter Into Certain Transactions.
                  ------------------------------------------------

     (a)  The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section 207 and Article VIII, and in accordance with the
following provisions (i) and (ii), the Administrative Trustees shall have the
authority to enter into all transactions and agreements determined by the
Administrative Trustees to be appropriate in exercising the authority, express
or implied, otherwise granted to the Administrative Trustees under this Trust
Agreement, and to perform all acts in furtherance thereof, including without
limitation, the following:

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

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

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

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

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

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

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

                                       11

<PAGE>

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

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

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

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

               (A)  the establishment of the Payment Account;

               (B)  the receipt of the Debentures;

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

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

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

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

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

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

               (I)  after an Event of Default, the taking of any action
          incidental to the foregoing as the Property Trustee may from time to
          time determine is necessary or

                                       12

<PAGE>

          advisable to give effect to the terms of this Trust Agreement and
          protect and conserve the Trust Property for the benefit of the
          Securityholders (without consideration of the effect of any such
          action on any particular Securityholder);

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

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

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

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

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

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

          (iii)  the preparation for filing by the Trust and execution on behalf
     of the Trust of an application to the American Stock Exchange or another
     national stock exchange or other organization for inclusion, listing or
     quotation upon notice of issuance of any Preferred Securities and to file
     or cause an Administrative Trustee to file thereafter with

                                       13

<PAGE>

     such exchange or organization such notifications and documents as may be
     necessary from time to time;

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

          (v)   the negotiation of the terms of, and the execution and delivery
     of, the Underwriting Agreement providing for the sale of the Preferred
     Securities; 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 Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust shall not be deemed to be an "investment
company" required to be registered under the Investment Company Act, shall be
classified as a "grantor trust" and not as an association taxable as a
corporation for United States federal income tax purposes and so that the
Debentures shall be treated as indebtedness of the Depositor for United States
federal income tax purposes. In this connection, subject to Section 1002, the
Depositor and the Administrative Trustees are authorized to take any action and
the Administrative Trustees are authorized to direct the Property Trustee in
writing to take any action, not inconsistent with applicable law or this Trust
Agreement, that each of the Depositor and the Administrative Trustees determines
in their discretion to be necessary or desirable for such purposes. The Property
Trustee shall take any action so directed by one or more of the Administrative
Trustees.

     Section 208. Assets of Trust. The assets of the Trust shall consist of the
                  ---------------
Trust Property.

     Section 209. Title to Trust Property. Legal title to all Trust Property
                  -----------------------
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Securityholders in accordance with this Trust Agreement.

     Section 210. Execution of Documents. Unless otherwise determined by the
                  ----------------------
Administrative Trustees, and except as otherwise required by the Delaware
Business Trust Act, any Administrative Trustee is authorized to execute on
behalf of the Trust any documents which the Administrative Trustees have the
power and authority to execute pursuant to this Trust Agreement.

                                       14

<PAGE>

                                   ARTICLE III
                                 PAYMENT ACCOUNT

     Section 301. Payment Account.
                  ---------------

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

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


                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

     Section 401. Distributions.
                  -------------

     (a)  Distributions on the Trust Securities shall be cumulative, and shall
accumulate whether or not there are funds of the Trust available for the payment
of Distributions. Distributions shall accumulate from the date of issuance of
the Trust Securities, and, except during any Extended Interest Period with
respect to the Debentures, shall be payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year, commencing on June 30, 2002.
If any date on which a Distribution is otherwise payable on the Trust Securities
is not a Business Day, then the payment of such Distribution shall be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay) except that if such Business Day is
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day (and without any reduction in interest or any
other payment in respect of any such acceleration), in each case with the same
force and effect as if made on such date (each date on which distributions are
payable in accordance with this Section 401(a), a "Distribution Date").

     (b)  The Trust Securities represent undivided beneficial interests in the
Trust Property. Distributions on the Trust Securities shall be payable at a rate
of ____% per annum of the Liquidation Amount of the Trust Securities. The amount
of Distributions payable for any full period shall be computed on the basis of a
360-day year of twelve 30-day months. The amount of Distributions for any
partial period shall be computed on the basis of the number of days elapsed in a
360-day year of twelve 30-day months. During any Extended Interest Period with
respect to the Debentures, Distributions on the Preferred Securities shall be
deferred for a period equal to the

                                       15

<PAGE>

Extended Interest Period. The amount of Distributions payable for any period
shall include the Additional Amounts, if any.

     (c)  Distributions on the Trust Securities shall be made by the Property
Trustee solely from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Trust has funds then on hand and
immediately available by 12:30 p.m. on each Distribution Date in the Payment
Account for the payment of such Distributions.

     (d)  Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
the 15th day of March, June, September or December for Distributions payable on
the last calendar day of the respective month; provided, however, that for any
Trust Securities held in global form, Distributions shall be payable to the
Holder thereof as of one Business Day immediately preceding the Distribution
Date.

     Section 402. Redemption.
                  ----------

     (a)  On each Debenture Redemption Date and at maturity of the Debentures,
the Trust shall be required to redeem a Like Amount of Trust Securities at the
Redemption Price; provided, however, that the provisions of Sections 402(a)
through (f) shall not apply to the exchange of Debentures for Trust Securities
held by the Depositor in accordance with the provisions of Section 402(g) hereof
and the related redemption of Debentures pursuant to Section 3.3(b) of the
Indenture.

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

          (i)    the Redemption Date;

          (ii)   the Redemption Price;

          (iii)  the CUSIP number;

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

          (v)    that, on the Redemption Date, the Redemption Price shall become
     due and payable upon each such Trust Security to be redeemed and that
     Distributions thereon shall cease to accumulate on and after said date,
     except as provided in Section 402(d); and

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

                                       16

<PAGE>

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

     (d)  If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 402(c), the Property Trustee, subject to Section
402(c), shall, with respect to Preferred Securities held in global form, 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 Holders of the Preferred Securities. With respect to
Trust Securities that are not held in global form, the Property Trustee, subject
to Section 402 (c), shall deposit with the Paying Agent funds sufficient to pay
the applicable Redemption Price and shall give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the record holders
thereof upon surrender of their Preferred Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, (i) all rights of
Securityholders holding Trust Securities so called for redemption shall cease,
except the right of such Securityholders to receive the Redemption Price, but
without interest, (ii) such Trust Securities shall cease to be Outstanding,
(iii) 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 Debentures to
be delivered upon such distribution with respect to Preferred Securities held by
the Clearing Agency or its nominee, and (iv) any Trust Securities Certificates
not held by the Clearing Agency for the Preferred Securities or its nominee as
specified in clause (iii) above will be deemed to represent Debentures having a
principal amount equal to the stated Liquidation Amount of the Trust Securities
represented thereby and bearing accrued and unpaid interest in an amount equal
to the accumulated and unpaid Distributions on such Trust Securities until such
certificates are presented to the Securities Registrar for transfer or
reissuance. In the event that any date on which any Redemption Price is payable
is not a Business Day, then payment of the Redemption Price payable on such date
shall be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day (and without any reduction of interest
or any other payment in respect of any such acceleration), in each case with the
same force and effect as if made on such date. In the event that payment of the
Redemption Price in respect of any Trust Securities called for redemption is
improperly withheld or refused and not paid either by the Trust or by the
Depositor pursuant to the Guarantee, Distributions on such Trust Securities
shall continue to accumulate, at the then applicable rate, from the Redemption
Date originally established by the Trust for such Trust Securities to the date
such Redemption Price is actually paid, in which case the actual payment date
shall be the date fixed for redemption for purposes of calculating the
Redemption Price.

                                       17

<PAGE>

     (e)  Payment of the Redemption Price on the Trust Securities shall be made
to the record holders thereof as they appear on the Securities Register for the
Trust Securities on the relevant record date, which shall be the date fifteen
(15) days prior to the relevant Redemption Date; provided, however, that for any
Trust Securities held in global form, payment of the Redemption Price shall be
made to the Holder thereof as of one Business Day immediately preceding the
Redemption Date.

     (f)  Subject to Section 403(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected not more than sixty (60) days prior to the Redemption Date by
the Property Trustee from the Outstanding Preferred Securities not previously
called for redemption, by such method (including, without limitation, by lot) as
the Property Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions (equal to such Liquidation Amount or an
integral multiple of such Liquidation Amount in excess thereof) of the
Liquidation Amount of the Preferred Securities of a denomination larger than
such Liquidation Amount. The Property Trustee shall promptly notify the
Securities Registrar in writing of the Preferred Securities selected for
redemption and, in the case of any Preferred Securities selected for partial
redemption, the Liquidation Amount thereof to be redeemed. For all purposes of
this Trust Agreement, unless the context otherwise requires, all provisions
relating to the redemption of the Preferred Securities shall relate, in the case
of any Preferred Securities redeemed or to be redeemed only in part, to the
portion of the Liquidation Amount of the Preferred Securities which has been or
is to be redeemed.

     (g)  If at any time the Depositor is the Holder of any Preferred
Securities, then the Depositor shall have the right to deliver to the Property
Trustee all or such portion of its Preferred Securities as it elects and
receive, in exchange therefor, a Like Amount of Debentures. Such election (i)
shall be exercisable at any time and from time to time by the Depositor
delivering to the Property Trustee a written notice of such election specifying
the Liquidation Amount of Preferred Securities with respect to which such
election is being made and the effective date on which such exchange shall
occur, which effective 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 the Depositor having delivered or caused to be delivered to
the Property Trustee or its designee the Preferred Securities that are the
subject of such election by 10:00 a.m., New York City time, on the proposed
effective date of such exchange. After the exchange, such Preferred Securities
shall be canceled and shall no longer be deemed to be outstanding and all rights
of the Depositor with respect to such Preferred Securities shall cease.

     In case of any exchange described in the immediately preceding paragraph of
this Section 402(g), the Trust shall, 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 Preferred Securities exchanged
pursuant to the immediately preceding paragraph of this Section 402(g) divided
by the aggregate Liquidation Amount of the Preferred Securities outstanding
immediately

                                       18

<PAGE>

prior to such exchange, for such proportional amount of Common Securities held
by the Depositor (which contemporaneously shall be canceled and no longer be
deemed to be outstanding); provided, that the Depositor delivers or causes to be
delivered to the Property Trustee or its designee the required amount of Common
Securities to be exchanged by 10:00 a.m., New York City time, on the proposed
effective date of such exchange.

     In accordance with and subject to the provisions of Section 3.3(b) of the
Indenture, Debentures received by the Depositor in exchange for Trust Securities
pursuant to the provisions of this Section 402(g) shall be redeemed and
extinguished by the Debenture Trustee and shall no longer be deemed Outstanding
(as defined in the Indenture).

     Section 403. Subordination of the Common Securities.
                  --------------------------------------

     (a)  Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price of, the Trust Securities, as applicable, shall be
made, subject to Section 402(f), pro rata among the Common Securities and the
Preferred Securities based on the Liquidation Amount of the Trust Securities;
provided, however, that if on any Distribution Date or Redemption Date any Event
of Default resulting from a Debenture Event of Default shall have occurred and
be continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of the
Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including Additional Amounts, if
applicable) on all Outstanding Preferred Securities for all Distribution periods
terminating on or prior thereto, or in the case of payment of the Redemption
Price the full amount of such Redemption Price on all Outstanding Preferred
Securities then called for redemption, shall have been made or provided for, and
all funds immediately available to the Property Trustee shall first be applied
to the payment in full in cash of all Distributions (including Additional
Amounts, if applicable) on, or the Redemption Price of, the Preferred Securities
then due and payable.

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

     Section 404. Payment Procedures. Payments of Distributions (including
                  ------------------
Additional Amounts, if applicable) in respect of the Preferred Securities shall
be made by check mailed to the address of the Person entitled thereto as such
address shall appear on the Securities Register or, if the Preferred Securities
are held by a Clearing Agency, such Distributions shall be made to the Clearing
Agency in immediately available funds, which will credit the relevant accounts
on the applicable Distribution Dates. Payments in respect of the Common
Securities shall be made in

                                       19

<PAGE>

such manner as shall be mutually agreed between the Property Trustee and the
Holder of the Common Securities.

     Section 405. Tax Returns and Reports. The Administrative Trustees shall
                  -----------------------
prepare (or cause to be prepared), at the Depositor's expense, and file all
United States federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared and
filed) the appropriate Internal Revenue Service form required to be filed in
respect of the Trust in each taxable year of the Trust; and (b) prepare and
furnish (or cause to be prepared and furnished) to each Securityholder the
appropriate Internal Revenue Service forms required to be furnished to such
Securityholder or the information required to be provided on such forms. The
Administrative Trustees shall provide the Depositor with a copy of all such
returns and reports promptly after such filing or furnishing. The Property
Trustee shall comply with United States federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to the Securityholders under the Trust Securities.

     Section 406. Payment of Taxes, Duties, Etc. of the Trust.
                  -------------------------------------------

     Upon receipt under the Debentures of Additional Payments, the Property
Trustee, at the direction of an Administrative Trustee or the Depositor, shall
promptly pay any taxes, duties or governmental charges of whatsoever nature
(other than withholding taxes) imposed on the Trust by the United States or any
other taxing authority.

     Section 407. Payments Under the Indenture. Any amount payable hereunder to
                  ----------------------------
any Holder of Preferred Securities shall be reduced by the amount of any
corresponding payment such Holder has directly received under the Indenture
pursuant to Section 514(b) or (c) hereof.


                                    ARTICLE V
                        THE TRUST SECURITIES CERTIFICATES

     Section 501. Initial Ownership. Upon the creation of the Trust and the
                  -----------------
contribution by the Depositor pursuant to Section 203 and until the issuance of
the Trust Securities, and at any time during which no Trust Securities are
Outstanding, the Depositor shall be the sole beneficial owner of the Trust.

     Section 502. The Trust Securities Certificates. The Preferred Securities
                  ---------------------------------
Certificates shall be issued in minimum denominations of the Liquidation Amount
and integral multiples of such Liquidation Amount in excess thereof, and the
Common Securities Certificates shall be issued in denominations of the
Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. The Trust Securities
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Trust Agreement, notwithstanding that such individuals 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

                                       20

<PAGE>

offices at the date of delivery of such Trust Securities Certificates. A
transferee of a Trust Securities Certificate shall become a Securityholder, and
shall be entitled to the rights and subject to the obligations of a
Securityholder hereunder, upon due registration of such Trust Securities
Certificate in such transferee's name pursuant to Sections 504, 511 and 514.

     Section 503. Execution, Authentication and Delivery of the Trust Securities
                  --------------------------------------------------------------
Certificates.
------------

     (a)  On the Closing Date, or upon the occurrence of any of the events
described in clauses (a) through (c) of Section 503A, the Administrative
Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation
Amount as provided in Sections 204 and 205, to be executed on behalf of the
Trust by the manual or facsimile signature of at least one of the Administrative
Trustees and delivered to or upon the written order of the Depositor, signed by
its Chief Executive Officer, President, any Senior or Executive Vice President,
the Treasurer or any Assistant Treasurer without further corporate action by the
Depositor, in authorized denominations.

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

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

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

     Section 503A. Global Preferred Security.
                   -------------------------

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

     (b)  Notwithstanding any other provision in this Trust Agreement, no Global
Preferred Securities Certificate may be exchanged for Preferred Securities
Certificates registered in the names of Persons other than the Depositary or its
nominee unless (i) the Depositary notifies the Administrative Trustees and the
Property Trustee in writing that it is unwilling or unable to continue as a
depositary for such Global Preferred Securities and the Depositor is unable to
locate

                                       21

<PAGE>

a qualified successor depositary, (ii) the Depositor executes and delivers to
the Administrative Trustees and Property Trustee a written order stating that it
elects to terminate the book-entry system through the Depositary or (iii) there
shall have occurred and be continuing a Debenture Event of Default.

     (c)  If a Preferred Securities Certificate is to be exchanged in whole or
in part for a beneficial interest in Preferred Securities represented by a
Global Preferred Securities Certificate, then either (i) such Global Preferred
Securities Certificate shall be so surrendered for exchange or cancellation as
provided in this Article V or (ii) the Liquidation Amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or canceled, or equal to the Liquidation Amount of such other
Preferred Securities to be so exchanged for a beneficial interest therein, as
the case may be, by means of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Property Trustee, in accordance with the
rules and procedures of the Depositary for such Global Preferred Security (the
"Applicable Procedures"), shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Preferred Securities Certificate by the
Clearing Agency, accompanied by registration instructions, the Administrative
Trustees shall execute and the Property Trustee shall, subject to Section 504(b)
and as otherwise provided in this Article V, authenticate and deliver any
Preferred Securities Certificate issuable in exchange for such Global Preferred
Securities Certificate (or any portion thereof) in accordance with the
instructions of the Clearing Agency. The Property Trustee shall not be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be fully protected in relying on, such instructions.

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

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

     (f)  The rights of owners of beneficial interests in the Preferred
Securities represented by a Global Preferred Securities Certificate shall be
exercised only through the Clearing Agency

                                       22

<PAGE>

and shall be limited to those established by law and agreements between such
owners and the Clearing Agency.

     Section 504. Registration of Transfer and Exchange of the Preferred
                  ------------------------------------------------------
Securities Certificates.
-----------------------

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

     (b)  Subject to the provisions of Section 503A, upon surrender for
registration of transfer of any Preferred Securities Certificate at the office
or agency maintained pursuant to Section 508, the Administrative Trustees or any
one of them shall execute in accordance with Section 502 and the Property
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Preferred Securities Certificates in authorized
denominations of a like aggregate Liquidation Amount dated the date of
authentication. The Securities Registrar shall not be required to register the
transfer of any of the Preferred Securities that have been called for
redemption. At the option of a Holder, the Preferred Securities Certificates may
be exchanged for other Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount upon
surrender of the Preferred Securities Certificates to be exchanged at the office
or agency maintained pursuant to Section 508.

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

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

                                       23

<PAGE>

may be imposed in connection with any transfer or exchange of the Preferred
Securities Certificates.

     (e)  Preferred Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Trust Agreement. Any
transfer or purported transfer of any Preferred Security not made in accordance
with this Trust Agreement shall be, to the fullest extent permitted by law, null
and void. A Preferred 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 Preferred Security that is not a Global Preferred Security as provided
in this Section 504. A beneficial interest in Preferred Securities represented
by a Global Preferred Securities Certificate may be exchanged for Preferred
Securities represented by a Preferred Securities Certificate that is not a
Global Preferred Securities Certificate only as provided in Section 503A.

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

     Section 506. Persons Deemed the Securityholders. The Trustees, the Paying
                  ----------------------------------
Agent and the Securities Registrar shall treat the Person in whose name any
Trust Securities Certificate shall be registered in the Securities Register as
the owner of such Trust Securities Certificate for the purpose of receiving
Distributions and for all other purposes whatsoever, and neither the Trustees
nor the Securities Registrar shall be bound by any notice to the contrary.

     Section 507. Access to List of the Securityholders' Names and Addresses. At
                  ----------------------------------------------------------
any time when the Property Trustee is not also acting as the Securities
Registrar, the Administrative Trustees or the Depositor shall furnish or cause
to be furnished to the Property Trustee (a) within five Business Days of March
15, June 15, September 15 and December 15 in each year, a list, in such form as
the Property Trustee may reasonably require, of the names and addresses of the
Securityholders as of the most recent record date, and (b) promptly after
receipt by any Administrative Trustee or the Depositor of a request therefor
from the Property Trustee in order to enable the Property Trustee to discharge
its obligations under this Trust Agreement, in each case to the extent such
information is in the possession or control of the Administrative Trustees or
the

                                       24

<PAGE>

Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of the Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act. Each Holder, by receiving and holding a
Trust Securities Certificate, and each owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

     Section 508. Maintenance of Office or Agency. The Administrative Trustees
                  -------------------------------
shall maintain in a location or locations designated by the Administrative
Trustees, an office or offices or agency or agencies where the Preferred
Securities Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Trustees in respect of the
Trust Securities Certificates may be served. The Administrative Trustees
initially designate the Corporate Trust Office of the Property Trustee, First
Union Trust Company, National Association, as the principal corporate trust
office for such purposes. The Administrative Trustees shall give prompt written
notice to the Depositor and to the Securityholders of any change in the location
of the Securities Register or any such office or agency.

     Section 509. Appointment of the Paying Agent. The Paying Agent shall
                  -------------------------------
initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee must be acceptable to the Administrative Trustees and the
Depositor. The Paying Agent shall make Distributions to the Securityholders from
the Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty
(30) days' written notice to the Administrative Trustees, the Property Trustee
and the Depositor. In the event that the Property Trustee shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Administrative Trustees shall appoint a successor (which shall be a
bank or trust company) that is acceptable to the Property Trustee and the
Depositor to act as the Paying Agent. The Administrative Trustees shall cause
such successor Paying Agent or any additional Paying Agent appointed by the
Administrative Trustees to execute and deliver to the Trustees an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Trustees that as Paying Agent, such successor Paying Agent or additional
Paying Agent shall hold all sums, if any, held by it for payment to the
Securityholders in trust for the benefit of the Securityholders entitled thereto
until such sums shall be paid to such Securityholders. The Paying Agent shall
return all unclaimed funds to the Property Trustee and, upon removal of a Paying
Agent, such Paying Agent shall also return all funds in its possession to the
Property Trustee. The provisions of Sections 801, 803 and 806 shall apply to the
Property Trustee also in its role as the Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other Paying Agent appointed hereunder. Any reference in this Trust Agreement to
the Paying Agent shall include any co-paying agent unless the context requires
otherwise.

                                       25

<PAGE>

     Section 510. Ownership of the Common Securities by the Depositor. On the
                  ---------------------------------------------------
Closing Date, the Depositor shall acquire and retain beneficial and record
ownership of the Common Securities. To the fullest extent permitted by law, any
attempted transfer of the Common Securities (other than a transfer in connection
with a merger or consolidation of the Depositor into another corporation
pursuant to Section 12.1 of the Indenture) shall be, to the fullest extent
permitted by law, void. The Administrative Trustees shall cause each Common
Securities Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS, AND THE COMMON SECURITIES REPRESENTED HEREBY ARE, NOT
TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 510 OF THE TRUST AGREEMENT".

     Section 511. The Trust Securities Certificates.
                  ---------------------------------

     (a)  Upon the issuance of the Preferred Securities Certificates, the
Trustees shall recognize the record holders of the Preferred Securities
Certificates as Securityholders. The Preferred Securities Certificates shall be
issued in the form of one or more fully registered Global Preferred Securities
Certificates which will be deposited with or on behalf of the Clearing Agency
and registered in the name of the Clearing Agency's nominee. Unless and until it
is exchangeable in whole or in part for the Preferred Securities in definitive
form, a Global Preferred Security may not be transferred except as a whole by
the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the
Clearing Agency to the Clearing Agency or another nominee of the Clearing Agency
or by the Clearing Agency or any such nominee to a successor of such Clearing
Agency or a nominee of such successor.

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

     Section 512. [Reserved]
                   --------

     Section 513. Notices. To the extent that a notice or other communication to
                  -------
the Holders is required under this Trust Agreement, for so long as Preferred
Securities are represented by a Global Preferred Securities Certificate, the
Trustees shall give all such notices and communications specified herein to be
given to the Clearing Agency, and shall have no obligation to provide notice to
the owners of beneficial interests in Preferred Securities represented by the
Global Preferred Securities Certificate.

     Section 514. Rights of the Securityholders.
                  -----------------------------

     (a)  The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 209, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights. When issued and delivered to Holders
of the Preferred Securities against payment of the purchase price therefor, the
Preferred

                                       26

<PAGE>

Securities shall be fully paid and, subject to the next following sentence,
nonassessable interests in the Trust. The Holders of the Preferred Securities,
in their capacities as such, shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.

     (b)  For so long as any of the Preferred Securities remain Outstanding, if,
upon a Debenture Event of Default, the Debenture Trustee fails or the holders of
not less than twenty-five percent (25%) in principal amount of the outstanding
Debentures fail to declare the principal of all of the Debentures to be
immediately due and payable, the Holders of at least twenty-five percent (25%)
in Liquidation Amount of the Preferred Securities then Outstanding shall have
such right by a notice in writing to the Depositor and the Debenture Trustee;
and upon any such declaration such principal amount of and the accrued interest
on all of the Debentures shall become immediately due and payable, provided that
the payment of principal and interest on such Debentures shall remain
subordinated to the extent provided in the Indenture.

     (c)  For so long as any of the Preferred Securities remain Outstanding,
upon a Debenture Event of Default arising from the failure to pay interest or
principal on the Debentures, the Holders of any of the Preferred Securities then
Outstanding shall, to the fullest extent permitted by law, have the right to
directly institute proceedings for enforcement of payment to such Holders of
principal of or interest on the Debentures having a principal amount equal to
the Liquidation Amount of the Preferred Securities of such Holders.

                                   ARTICLE VI
                  ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING

     Section 601. Limitations on Voting Rights.
                  ----------------------------

     (a)  Except as provided in this Section 601, in Sections 514, 810 and 1002
and in the Indenture and as otherwise set forth in the Guarantee or required by
law, no record Holder of Preferred Securities shall have any right to vote or in
any manner otherwise control the administration, operation and management of the
Trust or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Trust Securities Certificates, be
construed so as to constitute the Securityholders from time to time as partners
or members of an association.

     (b)  So long as any Debentures are held by the Property Trustee, on behalf
of the Trust, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on the Debenture Trustee with respect to
such Debentures, (ii) waive any past default which is waivable under Article VII
of the Indenture, (iii) exercise any right to rescind or annul a declaration
that the principal of all the Debentures shall be due and payable or (iv)
consent to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of not less than a majority in
Liquidation Amount of all the Outstanding Preferred Securities; provided,
however, that where a consent under the Indenture would require the consent of
each holder of outstanding Debentures affected thereby, no such consent shall be
given by the Property Trustee without the

                                       27

<PAGE>

prior written consent of each Holder of Preferred Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of the Outstanding Preferred Securities, except when authorized by a subsequent
vote of the Holders of the Outstanding Preferred Securities. The Property
Trustee shall notify each holder of the Outstanding Preferred Securities of any
notice of default received from the Debenture Trustee with respect to the
Debentures. In addition to obtaining the foregoing approvals of the Holders of
the Preferred Securities, prior to taking any of the foregoing actions, the
Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel
experienced in such matters to the effect that the Trust shall continue to be
classified as a grantor trust and not as an association taxable as a corporation
for United States federal income tax purposes on account of such action.

     (c)  If any proposed amendment to the Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
in any material respect the powers, preferences or special rights of the holders
of the Preferred Securities, whether by way of amendment to the Trust Agreement
or otherwise or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
the Outstanding Preferred Securities as a class shall be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in Liquidation
Amount of the Outstanding Preferred Securities. No amendment to this Trust
Agreement may be made if, as a result of such amendment, the Trust would cease
to be classified as a grantor trust or would be classified as an association
taxable as a corporation for United States federal income tax purposes.

     Section 602. Notice of Meetings. Notice of all meetings of the Preferred
                  ------------------
Securityholders, stating the time, place and purpose of the meeting, shall be
given by the Property Trustee pursuant to Section 1008 to each Preferred
Securityholder of record, at his or her registered address, at least fifteen
(15) days and not more than ninety (90) days before the meeting. At any such
meeting, any business properly before the meeting may be so considered whether
or not stated in the notice of the meeting. Any adjourned meeting may be held as
adjourned without further notice.

     Section 603. Meetings of the Holders of the Preferred Securities.
                  ---------------------------------------------------

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

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

                                       28

<PAGE>

     (c)  If a quorum is present at a meeting, an affirmative vote by the
Holders of the Preferred Securities of record present, in person or by proxy,
holding a majority of the Preferred Securities (based upon their aggregate
Liquidation Amount) held by the Holders of the Preferred Securities of record
present, either in person or by proxy, at such meeting shall constitute the
action of the Securityholders, unless this Trust Agreement requires a different
number of affirmative votes.

     Section 604. Voting Rights. The Securityholders shall be entitled to one
                  -------------
vote for each dollar value of Liquidation Amount represented by their Trust
Securities (with any fractional multiple thereof rounded up or down as the case
may be to the closest integral multiple) in respect of any matter as to which
such Securityholders are entitled to vote (and such dollar value shall be$25 per
Preferred Security until such time, if any, as the Liquidation Amount is changed
as provided herein).

     Section 605. Proxies, Etc. At any meeting of the Securityholders, any
                  ------------
Securityholder entitled to vote thereat may vote by proxy, provided that no
proxy shall be voted at any meeting unless it shall have been placed on file
with the Administrative Trustees, or with such other officer or agent of the
Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Only Holders shall be entitled to vote.
When Trust Securities are held jointly by several persons, any one of them may
vote at any meeting in person or by proxy in respect of such Trust Securities,
but if more than one of them shall be present at such meeting in person or by
proxy, and such joint owners or their proxies so present disagree as to any vote
to be cast, such vote shall not be received in respect of such Trust Securities.
A proxy purporting to be executed by or on behalf of a Securityholder shall be
deemed valid unless challenged at or prior to its exercise, and, the burden of
proving invalidity shall rest on the challenger. No proxy shall be valid more
than three years after its date of execution.

     Section 606. Securityholder Action by Written Consent. Any action which may
                  ----------------------------------------
be taken by the Securityholders at a meeting may be taken without a meeting and
without prior notice if the Securityholders holding a majority of all of the
Outstanding Trust Securities (based upon their aggregate Liquidation Amount)
entitled to vote in respect of such action (or such larger proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing.

     Section 607. Record Date for Voting and Other Purposes. For the purposes of
                  -----------------------------------------
determining the Securityholders who are entitled to notice of and to vote at any
meeting or by written consent, or to participate in any Distribution on the
Trust Securities in respect of which a record date is not otherwise provided for
in this Trust Agreement, or for the purpose of any other action, the
Administrative Trustees or the Property Trustee may from time to time fix a
date, not more than 90 days prior to the date of any meeting of the
Securityholders or the payment of Distribution or other action, as the case may
be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

     Section 608. Acts of the Securityholders.
                  ---------------------------

                                       29

<PAGE>

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

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

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

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

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

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

     Section 609. Inspection of Records. Upon reasonable notice to the
                  ---------------------
Administrative Trustees and the Property Trustee, the records of the Trust shall
be open to inspection at the principal executive office of the Trustee (as
indicated in Section 202) to Holders of the Trust

                                       30

<PAGE>

Securities during normal business hours for any purpose reasonably related to
such Securityholder's interest as a Securityholder.


                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

     Section 701. Representations and Warranties of the Bank and the Property
                  -----------------------------------------------------------
Trustee. The Bank and the Property Trustee, each severally on behalf of and as
-------
to itself, as of the date hereof, and each successor Property Trustee at the
time of the successor Property Trustee's acceptance of its appointment as
Property Trustee hereunder (in the case of a successor Property Trustee, the
term "Bank" as used herein shall be deemed to refer to such successor Property
Trustee in its separate corporate capacity) hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

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

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

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

     (d)  the execution, delivery and performance by the Property Trustee of
this Trust Agreement has been duly authorized by all necessary corporate or
other action on the part of the Property Trustee and does not require any
approval of stockholders of the Bank and such execution, delivery and
performance shall not: (i) violate the Bank's charter or by-laws; (ii) violate
any provision of, or constitute, with or without notice or lapse of time, a
default under, or result in the creation or imposition of, any Lien on any
properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Property Trustee or the Bank is a party or by which it is bound; or
(iii) violate any law, governmental rule or regulation of the United States or
its jurisdiction of incorporation, as the case may be, governing the banking or
trust powers of the Bank or the Property Trustee (as appropriate in context) or
any order, judgment or decree applicable to the Property Trustee or the Bank;

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

                                       31

<PAGE>

federal law governing the banking or trust powers of the Bank or the Property
Trustee, as the case may be, under the laws of the United States or its
jurisdiction of incorporation; and

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

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

     Section 702. Representations and Warranties of the Delaware Bank and the
                  -----------------------------------------------------------
Delaware Trustee. The Delaware Bank and the Delaware Trustee, each severally on
----------------
behalf of and as to itself, as of the date hereof, and each successor Delaware
Trustee at the time of the successor Delaware Trustee's acceptance of
appointment as Delaware Trustee hereunder (the term "Delaware Bank" being used
to refer to such successor Delaware Trustee in its separate corporate capacity),
hereby represents and warrants (as applicable) for the benefit of the Depositor
and the Securityholders that:

     (a)  the Delaware Bank is a national banking association duly organized,
validly existing and in good standing under the laws of the United States of
America, with its principal place of business in the State of Delaware;

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

     (c)  this Trust Agreement has been duly authorized, executed and delivered
by the Delaware Trustee and constitutes the valid and legally binding agreement
of the Delaware Trustee enforceable against it in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors, rights and to general equity principles;

     (d)  the execution, delivery and performance by the Delaware Trustee of
this Trust Agreement has been duly authorized by all necessary corporate or
other action on the part of the Delaware Trustee and does not require any
approval of stockholders of the Delaware Bank and such execution, delivery and
performance shall not: (i) violate the Delaware Bank's charter or by-laws; (ii)
violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of, any Lien on
any properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Delaware Bank or the Delaware Trustee is a party or by which it is
bound; or (iii) violate any law, governmental rule or regulation of the United
States or the State of Delaware, as the case may be, governing the banking or
trust powers of the

                                       32

<PAGE>

Delaware Bank or the Delaware Trustee (as appropriate in context) or any order,
judgment or decree applicable to the Delaware Bank or the Delaware Trustee;

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

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

     Section 703. Representations and Warranties of the Depositor. The Depositor
                  -----------------------------------------------
hereby represents and warrants for the benefit of the Securityholders that:

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

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

                                  ARTICLE VIII
                                    TRUSTEES

     Section 801. Certain Duties and Responsibilities.
                  -----------------------------------

     (a)  The duties and responsibilities of the Trustees shall be as provided
by this Trust Agreement and, in the case of the Property Trustee, by the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. No Administrative Trustee nor the Delaware Trustee shall be liable

                                       33

<PAGE>

for its act or omissions hereunder except as a result of its own gross
negligence or willful misconduct. The Property Trustee's liability shall be
determined under the Trust Indenture Act. Whether or not therein expressly so
provided, every provision of this Trust Agreement relating to the conduct or
affecting the liability of or affording protection to the Trustees shall be
subject to the provisions of this Section 801. To the extent that, at law or in
equity, the Delaware Trustee or an Administrative Trustee has duties (including
fiduciary duties) and liabilities relating thereto to the Trust or to the
Securityholders, the Delaware Trustee or such Administrative Trustee shall not
be liable to the Trust or to any Securityholder for such Trustee's good faith
reliance on the provisions of this Trust Agreement. The provisions of this Trust
Agreement, to the extent that they restrict the duties and liabilities of the
Delaware Trustee or the Administrative Trustees otherwise existing at law or in
equity, are agreed by the Depositor, the Securityholders and the Trustees to
replace such other duties and liabilities of the Delaware Trustee and the
Administrative Trustees, as the case may be.

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

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

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

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

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

                                       34

<PAGE>

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

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

     Section 802. Certain Notices.
                  ---------------

     (a)  Within five (5) Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer (as defined in the Indenture) of
the Property Trustee, the Property Trustee shall transmit, in the manner and to
the extent provided in Section 1008, notice of such Event of Default to the
Securityholders, the Administrative Trustees and the Depositor, unless such
Event of Default shall have been cured or waived. For purposes of this Section
802, the term "Event of Default" means any event that is, or after notice or
lapse of time or both would become, an Event of Default.

     (b)  The Administrative Trustees shall transmit to the Securityholders in
the manner and to the extent provided in Section 1008 notice of the Depositor's
election to begin or further extend an Extended Interest Period on the
Debentures (unless such election shall have been revoked), and of any election
by the Depositor to accelerate the Maturity Date of the Debentures within the
time specified for transmitting such notice to the holders of the Debentures
pursuant to the Indenture as originally executed.

     Section 803. Certain Rights of the Property Trustee. Subject to the
                  --------------------------------------
provisions of Section 801:

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

     (b)  if (i) in performing its duties under this Trust Agreement, the
Property Trustee is required to decide between alternative courses of action or
(ii) in construing any of the provisions of this Trust Agreement, the Property
Trustee finds the same ambiguous or inconsistent with other provisions contained
herein or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which the
Preferred Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the

                                       35

<PAGE>

course of action to be taken and the Property Trustee shall take such action, or
refrain from taking such action, as the Property Trustee shall be instructed in
writing to take, or to refrain from taking, by the Depositor; provided, however,
that if the Property Trustee does not receive such instructions of the Depositor
within ten (10) Business Days after it has delivered such notice, or such
reasonably shorter period of time set forth in such notice (which to the extent
practicable shall not be less than two (2) Business Days), it may, but shall be
under no duty to, take or refrain from taking such action not inconsistent with
this Trust Agreement as it shall deem advisable and in the best interests of the
Securityholders, in which event the Property Trustee shall have no liability
except for its own bad faith, negligence or willful misconduct;

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

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

     (e)  the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or, except as provided in Section 405, any filing under
tax or securities laws) or any re-recording, refiling or reregistration thereof;

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

     (g)  the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request, order
or direction of any of the Securityholders, pursuant to this Trust Agreement,
unless such Securityholders shall have offered to the Property Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request, order or
direction; nothing contained herein shall, however, relieve the Property Trustee
of the obligation, upon the occurrence of an Event of Default (that has not been
cured or waived) to exercise such of the rights and powers vested in it by this
Trust Agreement, and to use the same degree of care and skill in their exercise
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs;

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

                                       36

<PAGE>

document, unless requested in writing to do so by the Holders of not less than a
majority in Liquidation Amount of the Outstanding Preferred Securities, but the
Property Trustee may make such further inquiry or investigation into such facts
or matters as it may see fit;

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

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

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

     Section 804. Not Responsible for Recitals or Issuance of Securities. The
                  ------------------------------------------------------
Recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Trust, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Depositor of the proceeds of the Debentures.

     Section 805. May Hold Securities. Any Trustee or any other agent of any
                  -------------------
Trustee or the Trust, in its individual or any other capacity, may become the
owner or pledgee of the Trust Securities and, subject to Sections 808 and 813
and except as provided in the definition of the term "Outstanding" in Article I,
may otherwise deal with the Trust with the same rights it would have if it were
not a Trustee or such other agent.

     Section 806. Compensation; Indemnity; Fees. The Depositor agrees:
                  -----------------------------

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

                                       37

<PAGE>

     (b)  except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this Trust
Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to such Trustee's negligence, bad faith or
willful misconduct (or, in the case of the Administrative Trustees or the
Delaware Trustee, any such expense, disbursement or advance as may be
attributable to its, his or her gross negligence, bad faith or willful
misconduct); and

     (c)  to indemnify each of the Trustees or any predecessor Trustee for, and
to hold the Trustees harmless against, any loss, damage, claims, liability,
penalty or expense incurred without negligence, bad faith or willful misconduct
on its part, arising out of or in connection with the acceptance or
administration of this Trust Agreement, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder, except any such
expense, disbursement or advance as may be attributable to such Trustee's
negligence, bad faith or willful misconduct (or, in the case of the
Administrative Trustees or the Delaware Trustee, any such expense, disbursement
or advance as may be attributable to its, his or her gross negligence, bad faith
or willful misconduct).

     No Trustee may claim any Lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 806.

     Section 807. Corporate Property Trustee Required; Eligibility of Trustees.
                  ------------------------------------------------------------

     (a)  There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section 807,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Property Trustee with respect to the Trust
Securities shall cease to be eligible in accordance with the provisions of this
Section 807, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VIII. The Property Trustee and the
Delaware Trustee may, but need not be, the same Person.

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

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

                                       38

<PAGE>

     Section 808. Conflicting Interests. If the Property Trustee has or shall
                  ---------------------
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Property Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Trust Agreement.

     Section 809. Co-Trustees and Separate Trustee.
                  --------------------------------

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

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

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

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

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

                                       39

<PAGE>

     powers, duties and obligations shall be exercised and performed by such
     co-trustee or separate trustee.

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

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

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

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

     Section 810. Resignation and Removal; Appointment of Successor.
                  -------------------------------------------------

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

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

     (c)  Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by an Act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by an Act of the Holders of not less than a majority in
Liquidation Amount of the Preferred Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by the Common Securityholder at any time.

                                       40

<PAGE>

     (d)  If any Trustee shall resign, be removed or become incapable of acting
as Trustee, or if a vacancy shall occur in the office of any Trustee for any
cause, at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by an Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the successor
Trustee shall comply with the applicable requirements of Section 811. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default shall have
occurred and is continuing, the Preferred Securityholders, by an Act of the
Securityholders of not less than a majority in Liquidation Amount of the
Preferred Securities then Outstanding delivered to the retiring Relevant
Trustee, shall promptly appoint a successor Relevant Trustee or Trustees with
respect to the Trust Securities and the Trust, and such successor Trustee shall
comply with the applicable requirements of Section 811. If an Administrative
Trustee shall resign, be removed or become incapable of acting as an
Administrative Trustee, at a time when a Debenture Event of Default shall have
occurred and be continuing, the Common Securityholder, by an Act of the Common
Securityholder delivered to an Administrative Trustee, shall promptly appoint a
successor Administrative Trustee or Administrative Trustees with respect to the
Trust Securities and the Trust, and such successor Administrative Trustee or
Administrative Trustees shall comply with the applicable requirements of Section
811. If no successor Relevant Trustee with respect to the Trust Securities shall
have been so appointed by the Common Securityholder or the Preferred
Securityholders and accepted appointment in the manner required by Section 811,
any Securityholder who has been a Securityholder of Trust Securities for six
consecutive months on behalf of himself or herself and all others similarly
situated may petition a court of competent jurisdiction for the appointment of a
successor Relevant Trustee with respect to the Trust Securities.

     (e)  The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all the
Securityholders in the manner provided in Section 1008 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

     (f)  Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of the remaining Administrative Trustees
if there are at least two of them or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees set forth in Section 807)

     Section 811. Acceptance of Appointment by Successor.
                  --------------------------------------

     (a)  In case of the appointment hereunder of a successor Relevant Trustee
with respect to the Trust Securities and the Trust, the retiring Relevant
Trustee and each successor Relevant Trustee with respect to the Trust Securities
shall execute and deliver an instrument hereto wherein each successor Relevant
Trustee shall accept such appointment (which instrument shall contain

                                       41

<PAGE>

such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, each successor Relevant Trustee all the rights, powers, trusts
and duties of the retiring Relevant Trustee with respect to the Trust Securities
and the Trust); and upon the execution and delivery of such instrument, each
such successor Relevant Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Relevant Trustee with respect to the Trust Securities and the Trust;
but, on request of the Trust or any successor Relevant Trustee such retiring
Relevant Trustee shall duly assign, transfer and deliver to such successor
Relevant Trustee all the Trust Property, all proceeds thereof and money held by
such retiring Relevant Trustee hereunder with respect to the Trust Securities
and the Trust.

     (b)  Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the immediately preceding paragraph, as the case may be.

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

     Section 812. Merger, Conversion, Consolidation or Succession to Business.
                  -----------------------------------------------------------
Any Person into which the Property Trustee 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 corporation succeeding to all or substantially all the corporate
trust business of such Relevant Trustee, shall be the successor of such Relevant
Trustee hereunder, provided such Person shall be otherwise qualified and
eligible under this Article VIII, without the execution or filing of any paper
or any further act on the part of any of the parties hereto.

     Section 813. Preferential Collection of Claims Against the Depositor or the
                  --------------------------------------------------------------
Trust. If and when the Property Trustee or the Delaware Trustee shall be or
-----
become a creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or the Trust (or any
such other obligor).

     Section 814. Reports by the Property Trustee.
                  -------------------------------

     (a)  The Property Trustee shall transmit to the Securityholders such
reports concerning the Property Trustee, its actions under this Trust Agreement
and the property and funds in its possession in its capacity as the Property
Trustee as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant thereto.

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

                                       42

<PAGE>

     Section 815. Reports to the Property Trustee. The Depositor and the
                  -------------------------------
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and the compliance certificate required by
Section 314(a) of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

     Section 816. Evidence of Compliance with Conditions Precedent. Each of the
                  ------------------------------------------------
Depositor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers'
Certificate.

     Section 817. Number of Trustees.
                  ------------------

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

     (b)  If a Trustee ceases to be a trustee for any reason and the number of
the Administrative Trustees is not reduced pursuant to Section 817(a), or if the
number of the Trustees is increased pursuant to Section 817(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 810.

     (c)  The death, dissolution, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul, dissolve or teminate the Trust. Whenever a vacancy in the number of
the Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 810, the
Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

     Section 818. Delegation of Power.
                  -------------------

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

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

                                       43

<PAGE>

     Section 819. Voting. Except as otherwise provided in this Trust Agreement,
                  ------
the consent or approval of the Administrative Trustees shall require consent or
approval by not less than a majority of the Administrative Trustees, unless
there are only two, in which case both must consent.


                                   ARTICLE IX
                       DISSOLUTION, LIQUIDATION AND MERGER

     Section 901. Dissolution upon Expiration Date. Unless earlier dissolved,
                  --------------------------------
the Trust shall automatically dissolve on March 31, 2032 (the "Expiration
Date").

     Section 902. Early Termination. The first to occur of any of the following
                  -----------------
events is an "Early Termination Event":

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

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

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

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

     Section 903. Termination. The respective obligations and responsibilities
                  -----------
of the Trustees and the Trust created and continued hereby shall terminate upon
the latest to occur of the following: (a) the distribution by the Property
Trustee to the Securityholders upon the winding-up of the Trust pursuant to
Section 904, or upon the redemption of all of the Trust Securities pursuant to
Section 402, of all amounts required to be distributed hereunder upon the final
payment of the Trust Securities; (b) the payment of any expenses owed by the
Trust; (c) the discharge of all administrative duties of the Administrative
Trustees, including the performance of any tax reporting obligations with
respect to the Trust or the Securityholders; and (d) the filing of a Certificate
of Cancellation by an Administrative Trustee under the Delaware Business Trust
Act.

     Section 904. Liquidation.
                  -----------

     (a)  If an Early Termination Event specified in clause (a), (b) or (d) of
Section 902 occurs or upon the Expiration Date, the Trust shall be wound up by
the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of

                                       44

<PAGE>

the Trust as provided by applicable law, to each Securityholder a Like Amount of
Debentures, subject to Section 904(d). Notice of liquidation shall be given by
the Property Trustee by first-class mail, postage prepaid, mailed not later than
thirty (30) nor more than sixty (60) days prior to the Liquidation Date to each
Holder of Trust Securities at such Holder's address appearing in the Securities
Register. All notices of liquidation shall:

          (i)    state the Liquidation Date;

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

          (iii)  provide such information with respect to the mechanics by which
     the Holders may exchange the Trust Securities Certificates for the
     Debentures, or, if Section 904(d) applies, receive a Liquidation
     Distribution, as the Administrative Trustees or the Property Trustee shall
     deem appropriate.

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

     (c)  Except where Section 902(c) or 904(d) applies, after the Liquidation
Date, (i) the Trust Securities shall no longer be deemed to be outstanding; (ii)
certificates representing a Like Amount of the Debentures shall be issued to the
Holders of Trust Securities Certificates upon surrender of such certificates to
the Administrative Trustees or their agent for exchange; (iii) the Depositor
shall use its reasonable efforts to have the Debentures listed on the American
Stock Exchange or on such other securities exchange or other organization as the
Preferred Securities are then listed or traded; (iv) any Trust Securities
Certificates not so surrendered for exchange shall be deemed to represent a Like
Amount of Debentures, accruing interest at the rate provided for in the
Debentures from the last Distribution Date on which a Distribution was made on
such Trust Securities Certificates until such certificates are so surrendered
(and until such certificates are so surrendered, no payments of interest or
principal shall be made to Holders of the Trust Securities Certificates with
respect to such Debentures); and (v) all rights of the Securityholders holding
the Trust Securities shall cease, except the right of such Securityholders to
receive the Debentures upon surrender of the Trust Securities Certificates.

     (d)  In the event that, notwithstanding the other provisions of this
Section 904, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
wound-up by the Property Trustee in such manner as the Property Trustee
determines. In such event, the Securityholders shall be entitled to receive out
of the assets of the Trust available for distribution to the Securityholders,
after satisfaction of liabilities to creditors of the Trust as provided by

                                       45

<PAGE>

applicable law, an amount equal to the Liquidation Amount per Trust Security
plus accumulated and unpaid Distributions thereon to the date of payment (such
amount being the "Liquidation Distribution"). If, upon any such winding-up, the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a pro rata basis (based
upon Liquidation Amounts, subject to Section 407). The Holder of the Common
Securities shall be entitled to receive the Liquidation Distributions pro rata
(determined as aforesaid) with the Holders of the Preferred Securities, except
that, if a Debenture Event of Default has occurred and is continuing, the
Preferred Securities shall have a priority over the Common Securities.

     Section 905. Mergers, Consolidations, Amalgamations or Replacements of the
                  -------------------------------------------------------------
Trust. The Trust may not merge with or into, consolidate, amalgamate, or be
-----
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Section 905. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that: (a) such
successor entity either (i) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities or (ii) substitutes for the
Preferred Securities other securities having substantially the same terms as the
Preferred Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Preferred Securities rank in priority with
respect to distributions and payments upon liquidation, redemption and
otherwise; (b) the Depositor expressly appoints a trustee of such successor
entity possessing substantially the same powers and duties as the Property
Trustee as the holder of the Debentures; (c) the Successor Securities are listed
or traded, or any Successor Securities shall be listed or traded upon
notification of issuance, on any national securities exchange or other
organization on which the Preferred Securities are then listed, if any; (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 Trust; (f) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an
Opinion of Counsel to the effect that (i) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect and (ii)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor such successor entity shall be required
to register as an "investment company" under the Investment Company Act; and (g)
the Depositor owns all of the Common Securities of such successor entity and
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee, the Debentures,
this Trust Agreement and the Expense Agreement. For purposes of this Section
905, any such consolidation, merger, sale, conveyance, transfer or other
disposition as a result of which the Trust is not the surviving Person, and the
same Person is not both (i) the primary obligor in respect of the Debentures and
(ii) the Guarantor under the Guarantee shall be deemed to constitute a
replacement of the Trust by a successor entity; provided further that,
notwithstanding the foregoing, in the event

                                       46

<PAGE>

that upon the consummation of such a consolidation, merger, sale, conveyance,
transfer or other disposition, the parent company (if any) of the Trust, or its
successor, is a bank holding company or financial holding company or comparably
regulated financial institution, such parent company shall guarantee the
obligations of the Trust (and any successor thereto) under the Preferred
Securities (including any Successor Securities) at least to the extent provided
by the Guarantee, the Debentures, the Trust Agreement and the Expense Agreement.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
the Holders of 100% in Liquidation Amount of the Preferred Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any
other Person or permit any other Person to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified as
other than a grantor trust for United States federal income tax purposes.


                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

     Section 1001. Limitation of Rights of the Securityholders. The death or
                   -------------------------------------------
incapacity of any Person having an interest, beneficial or otherwise, in the
Trust Securities shall not operate to terminate this Trust Agreement, nor
entitle the legal representatives or heirs of such Person or any Securityholder
for such Person to claim an accounting, take any action or bring any proceeding
in any court for a partition or winding-up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

     Section 1002. Amendment.
                   ---------

     (a)  This Trust Agreement may be amended from time to time by the Trustees
and the Depositor, without the consent of any Securityholders, (i) as provided
in Section 811 with respect to acceptance of appointment by a successor Trustee,
(ii) to cure any ambiguity, correct or supplement any provision herein which may
be inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Trust Agreement, that
shall not be inconsistent with the other provisions of this Trust Agreement,
(iii) to modify, eliminate or add to any provisions of this Trust Agreement to
such extent as shall be necessary to ensure that the Trust shall be classified
for United States federal income tax purposes as a grantor trust at all times
that any of the Trust Securities are outstanding or to ensure that the Trust
shall not be required to register as an "investment company" under the
Investment Company Act or (iv) to reduce or increase the Liquidation Amount per
Trust Security and simultaneously to correspondingly increase or decrease the
number of Trust Securities issued and Outstanding solely for the purpose of
maintaining the eligibility of the Preferred Securities for quotation or listing
on any national securities exchange or other organization on which the Preferred
Securities are then included, quoted or listed (including, if applicable, the
American Stock Exchange); provided, however, that in the case of clause (ii),
such action shall not adversely affect in any material respect the interests of
any Securityholder, and provided further, that in the case of clause (iv) the
aggregate Liquidation Amount of the Trust Securities Outstanding upon completion
of any such reduction must be the same as the aggregate Liquidation Amount of
the Trust Securities outstanding immediately prior to such reduction or
increase, and any amendments of this Trust

                                       47

<PAGE>

Agreement shall become effective when notice thereof is given to the
Securityholders (or, in the case of an amendment pursuant to clause (iv), as of
the date specified in the notice).

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

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

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

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

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

     (g)  Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement has been effected
in compliance with this Trust Agreement.

     Section 1003. Separability. In case any provision in this Trust Agreement
                   ------------
or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                                       48

<PAGE>

          Section 1004. Governing Law. THIS TRUST AGREEMENT AND THE RIGHTS AND
                        -------------
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT
REGARD TO ITS CONFLICT OF LAWS PRINCIPLES).

          Section 1005. Payments Due on Non-Business Day. If the date fixed for
                        --------------------------------
any payment on any Trust Security shall be a day that is not a Business Day,
then such payment need not be made on such date but may be made on the next
succeeding day which is a Business Day, except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any reduction of interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as though made on the date fixed for such payment, and no
distribution shall accumulate thereon for the period after such date.

          Section 1006. Successors. This Trust Agreement shall be binding upon
                        ----------
and shall inure to the benefit of any successor to the Depositor, the Trust or
the Relevant Trustee(s), including any successor by operation of law. Except in
connection with a consolidation, merger or sale involving the Depositor that is
permitted under Article XII of the Indenture and pursuant to which the assignee
agrees in writing to perform the Depositor's obligations hereunder, the
Depositor shall not assign its obligations hereunder.

          Section 1007. Headings. The Article and Section headings are for
                        --------
convenience only and shall not affect the construction of this Trust Agreement.

          Section 1008. Reports, Notices and Demands. Any report, notice, demand
                        ----------------------------
or other communication which by any provision of this Trust Agreement is
required or permitted to be given or served to or upon any Securityholder or the
Depositor may be given or served in writing by deposit thereof, first-class
postage prepaid, in the United States mail, hand delivery or facsimile
transmission, in each case, addressed, (a) in the case of a Preferred
Securityholder, to such Preferred Securityholder as such Securityholder's name
and address may appear on the Securities Register; and (b) in the case of the
Common Securityholder or the Depositor, to Community Trust Bancorp, Inc., 346
North Mayo Trail, Pikeville, Kentucky 41501, Attention: Jean R. Hale, President,
facsimile no.: (606) 437-3366. Such notice, demand or other communication to or
upon a Securityholder shall be deemed to have been sufficiently given or made,
for all purposes, upon hand delivery, mailing or transmission.

          Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(i) with respect to the Property Trustee, to First Union Trust Company, National
Association, One Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware
19801, Attention: Corporate Trust Administration; (ii) with respect to the
Delaware Trustee, to First Union Trust Company, National Association, at the
address above; and (iii) with respect to the Administrative Trustees, to them at
the address above for notices to the Depositor,

                                       49

<PAGE>

marked "Attention: Administrative Trustees of CTBI Preferred Capital Trust II,
c/o Community Trust Bancorp, Inc." Such notice, demand or other communication to
or upon the Trust or the Property Trustee shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Trust
or the Property Trustee.

     Section 1009. Agreement Not to Petition. Each of the Trustees and the
                   -------------------------
Depositor agrees for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, they shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code of 1978, as
amended) (collectively, "Bankruptcy Laws") or otherwise join in the commencement
of any proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor or any of the Trustees takes action in violation of this Section 1009,
the Property Trustee agrees, for the benefit of the Securityholders, that at the
expense of the Depositor (which expense shall be paid prior to the filing), it
shall file an answer with the bankruptcy court or otherwise properly contest the
filing of such petition by the Depositor or such Trustee against the Trust or
the commencement of such action and raise the defense that the Depositor or such
Trustee has agreed in writing not to take such action and should be stopped and
precluded therefrom. The provisions of this Section 1009 shall survive the
termination of this Trust Agreement.

     Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act.
                   ------------------------------------------------------

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

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

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

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

     Section 1011. Acceptance of Terms of the Trust Agreement, the Guarantee and
                   -------------------------------------------------------------
the Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
-------------
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH

                                       50

<PAGE>

         TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT
AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE
AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOING, BY
ACCEPTANCE OF A PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO HAVE
AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL
ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE
PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST IN
THE DEBENTURES.

         IN WITNESS WHEREOF, the parties hereto have executed this Trust
Agreement or caused this Trust Agreement to be executed by their respective
officers thereunto duly authorized, all as of the day and year first above
written.

COMMUNITY TRUST BANCORP, INC.,                FIRST UNION TRUST COMPANY,
  as Depositor                                NATIONAL ASSOCIATION,  as Property
                                              Trustee and Delaware Trustee

By:____________________________________       By:_______________________________
Name:__________________________________       Name:_____________________________
Title:_________________________________       Title:____________________________



_______________________________________       __________________________________
Jean R. Hale, as Administrative Trustee       Mark A. Gooch, as Adminstrative
                                              Trustee


_______________________________________
William  Hickman III,
as Administrative Trustee

                                       51

<PAGE>

                                    EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                         CTBI PREFERRED CAPITAL TRUST II

     THIS CERTIFICATE OF TRUST OF CTBI PREFERRED CAPITAL TRUST II (the "Trust"),
dated as of __________________, 2002, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

     1. NAME. The name of the business trust formed hereby is CTBI Preferred
Capital Trust II.

     2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware is First Union Trust Company, National
Association, One Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware
19801, Attention: Corporate Trust Administration.

     3. EFFECTIVE DATE. This Certificate of Trust shall be effective on the date
of filing.

     IN WITNESS WHEREOF, each of the undersigned, being a trustee of the Trust,
has executed this Certificate of Trust in accordance with Section 3811 of the
Act.

                                  FIRST UNION TRUST COMPANY, NATIONAL
                                   ASSOCIATION, as Trustee


                                  By:___________________________________
                                  Name:_________________________________
                                  Title:________________________________


                                  _____________________________________
                                  JEAN R. HALE, as Trustee


                                  _____________________________________
                                  MARK A. GOOCH, as Trustee


                                  _____________________________________
                                  WILLIAM HICKMAN III, as Trustee

                                       A-1

<PAGE>

                                    EXHIBIT B

           THIS CERTIFICATE IS, AND THE COMMON SECURITIES REPRESENTED
                          HEREBY ARE, NOT TRANSFERABLE
                            EXCEPT IN COMPLIANCE WITH
                       SECTION 510 OF THE TRUST AGREEMENT

CERTIFICATE                                                    NUMBER OF COMMON
NUMBER_______                                                  SECURITIES_______

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                         CTBI PREFERRED CAPITAL TRUST II

                                COMMON SECURITIES
                   LIQUIDATION AMOUNT $25 PER COMMON SECURITY

     CTBI PREFERRED CAPITAL TRUST II, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that COMMUNITY
TRUST BANCORP, INC. (the "Holder") is the registered owner of
____________________ (________) common securities of the Trust representing
undivided beneficial interests in the assets of the Trust and designated the
Common Securities (liquidation amount $25 per Common Security) (the "Common
Securities"). In accordance with Section 510 of the Trust Agreement (as defined
below), the Common Securities are not transferable (other than a transfer in
connection with a merger or consolidation of Community Trust Bancorp, Inc.) and
any attempted transfer thereof (other than a transfer in connection with a
merger or consolidation of Community Trust Bancorp, Inc.) shall be, to the
fullest extent permitted by law, void. The designations, rights, privileges,
restrictions, preferences, and other terms and provisions of the Common
Securities are set forth in, and this certificate and the Common Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of ______________ _____, 2002, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of the Common
Securities as set forth therein. The Trust shall furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

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

     This Certificate shall be governed by and constured in accordance with the
laws of the State of Delaware, without regard to principles of conflicts of law
thereof.

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ____day of ____________ 2002.

                                                CTBI PREFERRED CAPITAL TRUST II

                                                By:_____________________________
                                                Name:___________________________


                                       B-1


<PAGE>

                                             Title: Administrative Trustee

                                      B-2

<PAGE>

                                    EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

     THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement"), dated as
of ____, 2002, is made and entered into by and between COMMUNITY TRUST BANCORP,
INC., a Kentucky corporation (the "Company"), and CTBI PREFERRED CAPITAL TRUST
II, a Delaware business trust (the "Trust").

                                    Recitals
                                    --------

     WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive ____% Subordinated Debentures (the "Debentures")
from, the Company and to issue and sell up to 1,000,000 Cumulative Trust
Preferred Securities (the "Preferred Securities") with such powers, preferences
and special rights and restrictions as are set forth in the Amended and Restated
Trust Agreement of the Trust dated as of _________,2002, as the same may be
amended from time to time (the "Trust Agreement"); and

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

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

                                    ARTICLE I

     Section 1.1. Guarantee by the Company.
                  ------------------------

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

     Section 1.2. Term of Agreement.
                  -----------------

     This Agreement shall terminate and be of no further force and effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the

                                       C-1

<PAGE>

Preferred Securities (whether upon redemption, liquidation, exchange or
otherwise) and (b) the date on which there are no Beneficiaries remaining;
provided, however, that this Agreement shall continue to be effective or shall
be reinstated, as the case may be, if at any time any holder of the Preferred
Securities or any Beneficiary must restore payment of any sums paid under the
Preferred Securities, under any obligation under the Preferred Securities
Guarantee Agreement dated the date hereof by the Company and First Union Trust
Company, National Association, as guarantee trustee, or under this Agreement for
any reason whatsoever. This Agreement is continuing, irrevocable, unconditional
and absolute.

     Section 1.3. Waiver of Notice.
                  ----------------

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

     Section 1.4. No Impairment.
                  -------------

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

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

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

     (c) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust.

     There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, the Company with respect to the happening of any of the
foregoing.

     Section 1.5. Enforcement.
                  -----------

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

                                       C-2

<PAGE>

                                   ARTICLE II

     Section 2.1. Binding Effect.
                  --------------

     All guarantees and agreements contained in this Agreement shall bind the
successors, assigns, receivers, trustees and representatives of the Company and
shall inure to the benefit of the Beneficiaries.

     Section 2.2. Amendment.
                  ---------

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

     Section 2.3. Notices.
                  -------

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

     CTBI Preferred Capital Trust II, c/o Community Trust Bancorp, Inc., 346
North Mayo Trail, Pikeville, Kentucky 41501, Facsimile No.: (606) 437-3366,
Attention: Jean R. Hale, President.

     Community Trust Bancorp, Inc., 346 North Mayo Trail, Pikeville, Kntucky
41501, Facsimile No.: (606) 437-3366, Attention: Jean R. Hale, President.

     Section 2.4. Governing Law.
                  -------------

     This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the Commonwealth of Kentucky (without regard to
conflict of laws principles)

                  [Remainder of Page Intentionally Left Blank]

                                       C-3

<PAGE>

     IN WITNESS WHEREOF, this Agreement was executed as of the day and year
first above written.

                                        COMMUNITY TRUST BANCORP, INC.


                                        By:_________________________________
                                        Name:_______________________________
                                        Title:______________________________


                                        CTBI PREFERRED CAPITAL TRUST II

                                        By:_________________________________
                                        Name:_______________________________
                                        Title: Administrative Trustee

                                       C-4

<PAGE>

                                    EXHIBIT D

Certificate Number_____________________         Number of
                                                Preferred Securities __________
CUSIP NO.:_____________________________


                   Certificate Evidencing Preferred Securities
                                       of
                         CTBI Preferred Capital Trust II

                   ____% Cumulative Trust Preferred Securities
                 (Liquidation Amount $25 per Preferred Security)

     CTBI PREFERRED CAPITAL TRUST II, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
_____________ (the "Holder") is the registered owner of _____ preferred
securities (the "Preferred Securities") of the Trust representing undivided
beneficial interests in the assets of the Trust and designated the Cumulative
Trust Preferred Securities (Liquidation Amount $25 per Preferred Security). The
Preferred Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this Certificate duly
endorsed and in proper form for transfer as provided in Section 504 of the Trust
Agreement (as defined herein). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this Certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of _______________, 2002, as the same may be amended from time to time (the
"Trust Agreement"), including the designation of the terms of the Preferred
Securities as set forth therein. The Holder is entitled to the benefits of the
Preferred Securities Guarantee Agreement entered into by Community Trust
Bancorp, Inc., a Kentucky corporation, and First Union Trust Company, National
Association, as guarantee trustee, dated as of __________, 2002 (the
"Guarantee"), to the extent provided therein. The Trust shall furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

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

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

                                       D-1

<PAGE>

     This Certificate shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to principles of conflicts of law
thereof.

     IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this Certificate as of this ________ day of ___________, 20___.

                                       CTBI PREFERRED CAPITAL TRUST II

                                       By:______________________________
                                       Name:____________________________
                                       Title: Administrative Trustee

                                     LEGEND

                           FOR CERTIFICATES EVIDENCING

                        GLOBAL PREFERRED SECURITIES ONLY:

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

                                       D-2

<PAGE>

                        [FORM OF REVERSE OF CERTIFICATE]

     The Trust will furnish without charge to any registered owner of Preferred
Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any
such request should be in writing and addressed to CTBI Preferred Capital Trust
II, c/o Community Trust Bancorp, Inc., 346 North Mayo Trail, Pikeville, Kentucky
41501, Attention: President, or to the Registrar named on the face of this
Certificate.

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

<TABLE>
<S>         <C>                              <C>                   <C>
TEN COM -   as tenants in common             UNIF GIFT MIN ACT -   ........Custodian........
                                                                    (Cust)           (Minor)
                                                                   Under Uniform Gifts to
                                                                   Minors Act...............
TEN ENT -   as tenants by the entireties                                        (State)

JT TEN -    as joint tenants with right of   UNIF TRF MIN ACT -    Custodian (until age)....
            survivorship and not as                                under Uniform Transfers
            tenants in common                                      to Minors Act (State)....
TOD -       transfer on death direction in
            event owner's death, to person
            named on face and subject to
            TOD rules referenced
</TABLE>

     Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer unto:
_______________________________________

_______________________________________  _____________________________
(Please insert Social Security or other
  identifying number of assignee)

_______________________________________________________________________________

_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Preferred Securities represented by the within Certificate, and do(es) hereby
irrevocably constitute and appoint _______________________________________
attorney to transfer the said Preferred Securities on the books of the
within-named Trust with full power of substitution in the premises.

                                       D-3

<PAGE>

Dated:____________________________               Signature:_____________________


                            NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
                                    CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                                    FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
                                    WITHOUT ALTERNATION OR ENLARGEMENT OR ANY
                                    CHANGE WHATEVER.

SIGNATURE (S) GUARANTEED:


________________________________________________________________________________
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 MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE l7Ad-15.

                                       D-4

<PAGE>

                                    EXHIBIT E

                      FORM OF CERTIFICATE OF AUTHENTICATION

                          CERTIFICATE OF AUTHENTICATION

     This is one of the ____% Cumulative Trust Preferred Securities referred to
in the within-mentioned Amended and Restated Trust Agreement.

Dated:  _______________, 20_____.

                                            FIRST UNION TRUST COMPANY, NATIONAL
                                            ASSOCIATION, as Authenticating Agent


                                            By:_________________________________
                                                       Authorized Signatory

                                       E-1