Exhibit 4.3

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


                      AMENDED AND RESTATED TRUST AGREEMENT

                                      among


                              CENTURA BANKS, INC.,
                                  as Depositor


                      STATE STREET BANK AND TRUST COMPANY,
                               as Property Trustee


                    DELAWARE TRUST CAPITAL MANAGEMENT, INC.,
                               as Delaware Trustee


                                       and


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                                   ----------


                            Dated as of June 2, 1997


                                   ----------


                             CENTURA CAPITAL TRUST I


================================================================================
<PAGE>


<TABLE>
                                TABLE OF CONTENTS

<S>                                                                                                         <C>
ARTICLE I DEFINED TERMS
     SECTION 1.1. Definitions................................................................................1

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

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

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

ARTICLE V TRUST SECURITIES CERTIFICATES
     SECTION 5.1. Initial Ownership.........................................................................22
     SECTION 5.2. The Trust Securities Certificates.........................................................22
     SECTION 5.3. Execution and Delivery of Trust Securities Certificates...................................23
     SECTION 5.4. Book-Entry Capital Securities.............................................................23
     SECTION 5.5. Registration, Transfer and Exchange Generally; Certain Transfers and Exchanges;
                    Securities Act Legends..................................................................25
     SECTION 5.6. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates........................28
     SECTION 5.7. Persons Deemed Holders....................................................................29
     SECTION 5.8. Access to List of Holders' Names and Addresses............................................29
     SECTION 5.9. Maintenance of Office or Agency...........................................................29
     SECTION 5.10. Appointment of Paying Agents.............................................................29
     SECTION 5.11. Ownership of Common Securities by Depositor..............................................30
     SECTION 5.12. Notices to Clearing Agency...............................................................30
     SECTION 5.13. Rights of Holders; Waivers of Past Defaults..............................................30
</TABLE>

                                      -i-

<PAGE>


<TABLE>
<S>                                                                                                         <C>
ARTICLE VI ACTS OF HOLDERS; MEETINGS; VOTING
     SECTION 6.1. Limitations on Voting Rights..............................................................33
     SECTION 6.2. Notice of Meetings........................................................................34
     SECTION 6.3. Meetings of Holders of the Capital Securities.............................................34
     SECTION 6.4. Voting Rights.............................................................................34
     SECTION 6.5. Proxies, etc..............................................................................34
     SECTION 6.6. Holder Action by Written Consent..........................................................35
     SECTION 6.7. Record Date for Voting and Other Purposes.................................................35
     SECTION 6.8. Acts of Holders...........................................................................35
     SECTION 6.9. Inspection of Records.....................................................................36

ARTICLE VII REPRESENTATIONS AND WARRANTIES
     SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee...........37
     SECTION 7.2. Representations and Warranties of Depositor...............................................38

ARTICLE VIII THE ISSUER TRUSTEES; PAYING AGENTS
     SECTION 8.1. Certain Duties and Responsibilities.......................................................38
     SECTION 8.2. Certain Notices...........................................................................41
     SECTION 8.3. Certain Rights of Property Trustee........................................................41
     SECTION 8.4. Not Responsible for Recitals or Issuance of Securities....................................43
     SECTION 8.5. May Hold Securities.......................................................................44
     SECTION 8.6. Compensation; Indemnity; Fees.............................................................44
     SECTION 8.7. Corporate Property Trustee Required; Eligibility of Issuer Trustees.......................45
     SECTION 8.8. Conflicting Interests.....................................................................46
     SECTION 8.9. Co-Trustees and Separate Trustee..........................................................46
     SECTION 8.10. Resignation and Removal; Appointment of Successor........................................48
     SECTION 8.11. Acceptance of Appointment by Successor...................................................49
     SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business..............................50
     SECTION 8.13. Preferential Collection of Claims Against Depositor or Issuer Trust......................50
     SECTION 8.14. Property Trustee May File Proofs of Claim................................................50
     SECTION 8.15. Reports by Property Trustee..............................................................51
     SECTION 8.16. Reports to the Property Trustee..........................................................51
     SECTION 8.17. Evidence of Compliance with Conditions Precedent.........................................52
     SECTION 8.18. Number of Issuer Trustees................................................................52
     SECTION 8.19. Delegation of Power......................................................................52
     SECTION 8.20. Appointment of Administrative Trustees...................................................52

ARTICLE IX DISSOLUTION, LIQUIDATION AND MERGER
     SECTION 9.1. Dissolution Upon Expiration Date..........................................................53
     SECTION 9.2. Early Dissolution.........................................................................53
     SECTION 9.3. Termination...............................................................................54
     SECTION 9.4. Liquidation...............................................................................54
     SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust....................55
</TABLE>

                                      -ii-
<PAGE>


<TABLE>
<S>                                                                                                         <C>
ARTICLE X MISCELLANEOUS PROVISIONS
     SECTION 10.1. Limitation of Rights of Holders..........................................................56
     SECTION 10.2. Amendment................................................................................57
     SECTION 10.3. Separability.............................................................................58
     SECTION 10.4. Governing Law............................................................................58
     SECTION 10.5. Payments Due on Non-Business Day.........................................................59
     SECTION 10.6. Successors...............................................................................59
     SECTION 10.7. Headings.................................................................................59
     SECTION 10.8. Reports, Notices and Demands.............................................................59
     SECTION 10.9. Agreement Not to Petition................................................................60
     SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act..................................60
     SECTION 10.11. Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture...............61


     Exhibit A      Certificate of Trust
     Exhibit B      Form of Certificate Depository Agreement
     Exhibit C      Form of Common Securities Certificate
     Exhibit D      Form of Expense Agreement
     Exhibit E      Form of Capital Securities Certificate
     Exhibit F      Form of Restricted Securities Certificate
</TABLE>

                                     -iii-

<PAGE>


     AMENDED AND RESTATED TRUST  AGREEMENT,  dated as of June 2, 1997, among (i)
Centura Banks, Inc., a North Carolina  corporation  (including any successors or
assigns,  the "Depositor"),  (ii)  State  Street  Bank  and  Trust  Company,  a
Massachusetts  trust  company,  as  property  trustee  (in  such  capacity,  the
"Property  Trustee"  and,  in its  separate  corporate  capacity  and not in its
capacity  as  Property  Trustee,  the "Bank"),  (iii)  Delaware  Trust  Capital
Management,  Inc., a Delaware banking corporation,  as Delaware trustee (in such
capacity,  the "Delaware Trustee"),  and (iv) Frank L. Pattillo,  an individual,
and Joseph A. Smith,  Jr., an  individual,  each of whose address is c/o Centura
Banks, Inc., 134 North Church Street, Rocky Mount, North Carolina 27892 (each an
"Administrative  Trustee"),  (the Property Trustee, the Delaware Trustee and the
Administrative   Trustees  being  referred  to   collectively   as  the "Issuer
Trustees").

                                   WITNESSETH

     WHEREAS,  the  Depositor,  the  Delaware  Trustee  and  the  Administrative
Trustees have  heretofore duly declared and created a business trust pursuant to
the Delaware  Business Trust Act by entering into the Trust Agreement,  dated as
of May 19, 1997 (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 May 19, 1997, attached as Exhibit A; and

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

     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 is hereby acknowledged,  each party, for the benefit of the
other parties and for the benefit of the Holders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees as follows:

                                    ARTICLE I

                                  DEFINED TERMS

SECTION I.1. Definitions.

<PAGE>


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

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

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

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

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

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

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

     "Act" has the meaning specified in Section 6.8.

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

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

     "Administrative  Trustee"  means each Person  appointed in accordance  with
Section 8.20 solely in such Person's capacity as  Administrative  Trustee of the
Issuer Trust heretofore created and continued hereunder and not in such Person's
individual capacity, or any successor Administrative Trustee appointed as herein
provided.

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

                                      -2-
<PAGE>


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

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

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

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

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

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

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

     "Book-Entry  Capital  Securities  Certificate"  means a Capital  Securities
Certificate evidencing ownership of Book-Entry Capital Securities.

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

                                      -3-
<PAGE>


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

     "Capital Security" means an undivided  beneficial interest in the assets of
the Issuer Trust,  having a  Liquidation  Amount of $1,000 and having the rights
provided  therefor  in this  Trust  Agreement,  including  the right to  receive
Distributions and a Liquidation  Distribution to the extent provided herein, and
designated as 8.845% Capital Securities, Series A.

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

     "Certificate  Depository  Agreement"  means the agreement  among the Issuer
Trust, the Depositor and DTC, as the initial  Clearing  Agency,  dated as of the
Closing Date,  substantially  in the form attached as Exhibit B, as the same may
be amended and supplemented 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
will be the initial Clearing Agency.

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

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

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

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

     "Common Security" means an undivided  beneficial  interest in the assets of
the Issuer Trust,  having a  Liquidation  Amount of $1,000 and having the rights
provided  therefor  in this  Trust  Agreement,  including  the right to  receive
Distributions and a Liquidation Distribution to the extent provided herein.

     "Corporate  Trust  Office" means (i) when used with respect to the Property
Trustee,  the  principal  office of the  Property  Trustee  located in  Chicago,
Illinois, and (ii) when used with

                                      -4-
<PAGE>

respect to the Debenture Trustee,  the principal office of the Debenture Trustee
located in Chicago, Illinois.

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

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

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

     "Debentures"  means the Depositor's 8.845% Junior  Subordinated  Deferrable
Interest Debentures, Series A, issued pursuant to the Indenture.

     "Definitive  Capital Securities  Certificates" means either or both (as the
context requires) of (i) Capital  Securities  Certificates  issued as Book-Entry
Capital  Securities  Certificates  as provided  in Section 5.2 or 5.4,  and (ii)
Capital Securities Certificates issued in certificated, fully registered form as
provided in Section 5.2, 5.4 or 5.5.

     "Delaware  Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code ss.3801 et seq., or any successor  statute  thereto,  in each
case as amended from time to time.

     "Delaware Trustee" means the Person identified as the "Delaware Trustee" in
the preamble to this Trust Agreement, solely in its capacity as Delaware Trustee
of  the  trust  heretofore  created  and  continued  hereunder  and  not  in its
individual  capacity,  or its  successor  in interest in such  capacity,  or any
successor Delaware trustee appointed as herein provided.

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

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

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

     "DTC" means The Depository Trust Company.

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

                                      -5-
<PAGE>


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

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

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

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

          (d) default in the performance, or breach, in any material respect, of
     any  covenant or warranty  of the Issuer  Trustees in this Trust  Agreement
     (other than those specified in clause (b) or (c) above) and continuation of
     such  default or breach for a period of 60 days after there has been given,
     by  registered  or  certified  mail,  to  the  Issuer  Trustees  and to the
     Depositor by the Holders of at least 25% in aggregate Liquidation Amount of
     the Outstanding Capital 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 if a successor  Property  Trustee has not been appointed  within 90
     days thereof.

     "Expense  Agreement"  means the  Agreement as to Expenses and  Liabilities,
dated as of the Closing Date,  between Centura Banks, Inc. and the Issuer Trust,
substantially in the form attached as Exhibit D, as amended from time to time.

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

     "Guarantee  Agreement" means the Guarantee Agreement executed and delivered
by the Depositor and State Street Bank and Trust Company,  as guarantee trustee,
contemporaneously  with the execution and delivery of this Trust Agreement,  for
the benefit of the Holders of the Capital  Securities,  as amended  from time to
time.

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

     "Indenture" means the Junior  Subordinated  Indenture,  dated as of June 2,
1997, between the Depositor and the Debenture Trustee, as trustee, as amended or
supplemented from time to time.

                                      -6-
<PAGE>


     "Institutional  Accredited  Investor"  means  an  institutional  accredited
investor within the meaning of Rule  501(a)(1),  (2), (3) or (7) of Regulation D
under the Securities Act.

     "Issuer Trust" means the Delaware  business trust known as "Centura Capital
Trust I", which was created on May 19, 1997,  under the Delaware  Business Trust
Act pursuant to the Original Trust  Agreement and is continued  pursuant to this
Trust Agreement.

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

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

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

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

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

     "Liquidation  Date"  means  the  date  of the  dissolution,  winding-up  or
termination of the Issuer Trust pursuant to Section 9.4.

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

     "Majority in Liquidation Amount of the Capital Securities" means, except as
provided by the Trust Indenture Act, Capital  Securities  representing more than
50%  of  the  aggregate  Liquidation  Amount  of all  then  Outstanding  Capital
Securities.

     "Officers'  Certificate"  means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board,  the President or one of the Executive Vice
Presidents,  and by the Treasurer,  an Assistant Treasurer,  the Secretary or an
Assistant Secretary, of the Depositor, and

                                      -7-
<PAGE>


delivered to the Issuer  Trustees.  Any  Officers'  Certificate  delivered  with
respect to  compliance  with a condition or covenant  provided for in this Trust
Agreement shall include:

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

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

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

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

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

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

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

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

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

          (c) Trust Securities that have been paid or in exchange for or in lieu
     of which other Capital Securities have been executed and delivered pursuant
     to Sections 5.4, 5.5, 5.6 and 5.11;

provided,  however,  that in  determining  whether the Holders of the  requisite
Liquidation Amount of the Outstanding Capital Securities have given any request,
demand,  authorization,  direction, notice, consent or waiver hereunder, Capital
Securities  owned by the  Depositor,  any Issuer Trustee or any Affiliate of the
Depositor  or any  Issuer  Trustee  shall be  disregarded  and  deemed not to be
Outstanding,  except that (a) in determining whether any Issuer Trustee shall be
protected in relying upon any such request,  demand,  authorization,  direction,
notice, consent or

                                      -8-
<PAGE>


waiver,  only Capital  Securities  that such Issuer Trustee knows to be so owned
shall be so disregarded, and (b) the foregoing clause (a) shall not apply at any
time when all of the Outstanding  Capital Securities are owned by the Depositor,
one or more of the Issuer Trustees and/or any such Affiliate. Capital Securities
so owned that have been pledged in good faith may be regarded as  Outstanding if
the pledgee  establishes to the satisfaction of the Administrative  Trustees the
pledgee's  right so to act with respect to such Capital  Securities and that the
pledgee is not the Depositor or any Affiliate of the Depositor.

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

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

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

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

     "PORTAL" means the Private Offering,  Resales and Trading through Automatic
Linkages (PORTAL) Market, and any successor market thereto.

     "Plan"  means an employee  benefit or other plan  subject to Title I of the
Employee  Retirement Income Security Act of 1974, as amended, or Section 4975 of
the Code.

     "Plan Asset Entity" means any Person whose underlying  assets include "plan
assets" by reason of any Plan's investment in such Person.

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

     "PTCE"  means a U.S.  Department  of  Labor  Prohibited  Transaction  Class
Exemption.

                                      -9-
<PAGE>


     "Purchase  Agreement"  means the  Purchase  Agreement,  dated as of May 29,
1997, among the Issuer Trust, the Depositor and the Purchasers,  as the same may
be amended from time to time.

     "Purchasers"  has the  meaning  specified  in the  Purchase  Agreement  and
Schedule I thereto.

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

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

     "Regulation  D"  means  Regulation  D  under  the  Securities  Act  (or any
successor provision), as it may be amended from time to time.

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

     "Restricted  Capital  Securities" means all Capital  Securities the Capital
Securities Certificate, including Book-Entry Capital Securities Certificate, for
which is  required  pursuant  to  Section  5.5(c) to bear a  Restricted  Capital
Securities Legend.

     "Restricted Capital Securities Legend" means a legend  substantially in the
form of the legend  required in the form of Capital  Securities  Certificate set
forth in Exhibit E to be placed upon a Restricted Securities Certificate.

     "Restricted  Securities  Certificate" means a certificate  substantially in
the form set forth in Exhibit F.

     "Rule  144A"  means Rule 144A under the  Securities  Act (or any  successor
provision), as it may be amended from time to time.

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

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

                                      -10-
<PAGE>


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

     "Time of Delivery" has the meaning specified in the Purchase 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 (i) all Exhibits, and (ii) 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 in force at
the date as of which this instrument was executed;  provided,  however,  that if
the Trust  Indenture  Act of 1939 is amended after such date,  "Trust  Indenture
Act" means, to the extent  required by any such  amendment,  the Trust Indenture
Act of 1939 as so amended.

     "Trust  Property" means (a) the 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  Capital
Securities.

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

                                   ARTICLE II

                        CONTINUATION OF THE ISSUER TRUST

     SECTION II.1. Name.

     The trust continued  hereby shall be known as "Centura Capital Trust I", as
such  name may be  modified  from  time to time by the  Administrative  Trustees
following written notice to the Holders of Trust Securities and the other Issuer
Trustees,  in which name the Issuer Trustees  (other than the Delaware  Trustee)
may conduct the business of the Issuer Trust, make and

                                      -11-
<PAGE>

execute  contracts and other  instruments  on behalf of the Issuer Trust and sue
and be sued.

     SECTION II.2. Office of the Delaware Trustee; Principal Place of Business.

     The  address of the  Delaware  Trustee in the State of  Delaware  is 900 N.
Market Street, Second Floor, 5-4-82-12,  Wilmington,  Delaware 19801, Attention:
Corporate  Trust, or such other address in the State of Delaware as the Delaware
Trustee may  designate by written  notice to the  Holders,  the  Depositor,  the
Property Trustee and the Administrative Trustees. The principal executive office
of the Issuer Trust is c/o Centura Banks,  Inc., 134 North Church Street,  Rocky
Mount, North Carolina 27802, Attention: Secretary.

     SECTION  II.3.  Initial  Contribution  of  Trust  Property;  Organizational
Expenses.

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

     SECTION II.4. Issuance of the Capital Securities.

     As of May 29, 1997, the Depositor,  both on its own behalf and on behalf of
the  Issuer  Trust  pursuant  to the  Original  Trust  Agreement,  executed  and
delivered  the Purchase  Agreement.  Contemporaneously  with the  execution  and
delivery of this Trust Agreement,  an Administrative  Trustee,  on behalf of the
Issuer Trust,  shall manually execute in accordance with Section 5.2 and 5.3 and
the  Property  Trustee  shall  deliver  to the  Purchasers,  Capital  Securities
Certificates, registered in the names requested by the Purchasers, evidencing an
aggregate of 100,000 Capital  Securities having an aggregate  Liquidation Amount
of $100,000,000, against receipt of the aggregate purchase price of such Capital
Securities of $100,000,000 (plus accrued Distributions,  if any) by the Property
Trustee.

     SECTION II.5. Issuance of the Common Securities;  Subscription and Purchase
of Debentures.

     Contemporaneously  with the execution and delivery of this Trust Agreement,
an  Administrative  Trustee,  on behalf of the Issuer  Trust,  shall  execute in
accordance  with Section 5.2 and 5.3 and the Property  Trustee  shall deliver to
the  Depositor  Common  Securities  Certificates,  registered in the name of the
Depositor,  evidencing  an  aggregate  of  3,093  Common  Securities  having  an
aggregate  Liquidation  Amount of $3,093,000,  against  receipt of the aggregate
purchase   price  of  such  Common   Securities  of  $3,093,000   (plus  accrued
Distributions,  if any), to the Property Trustee.  Contemporaneously  therewith,
the  Depositor  shall issue and sell to the Issuer  Trust,  and the Issuer Trust
shall  purchase from the  Depositor,  Debentures  having an aggregate  principal
amount equal to $103,093,000 registered in the name of the Property Trustee

                                      -12-
<PAGE>

on behalf of the Issuer Trust and, in  satisfaction  of the  purchase  price for
such  Debentures,  the Property  Trustee,  on behalf of the Issuer Trust,  shall
deliver to the Depositor the sum of $103,093,000 (plus accrued Distributions, if
any) (being the sum of the amounts delivered to the Property Trustee pursuant to
(i) the second  sentence  of Section  2.4,  and (ii) the first  sentence of this
Section 2.5).

     SECTION II.6. Continuation of Trust.

     The  exclusive  purposes and functions of the Issuer Trust are (a) to issue
and sell Trust  Securities  and use the  proceeds  from such sale to acquire the
Debentures,  (b) to make  Distributions  to  holders,  and (c) to engage in only
those activities  necessary or incidental thereto. The Depositor hereby appoints
the Issuer  Trustees as trustees  of the Issuer  Trust,  to have all the rights,
powers  and duties to the extent set forth  herein,  and the  respective  Issuer
Trustees hereby accept such  appointment.  The Property  Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set forth  herein  for the  benefit  of the Issuer  Trust and the  Holders.  The
Administrative  Trustees  shall  have all  rights,  powers  and duties set forth
herein and in accordance with applicable law. 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,  except as required by the Delaware  Business  Trust
Act. The Delaware  Trustee  shall be one of the trustees of the Issuer Trust for
the sole and limited  purpose of fulfilling the  requirements of Section 3807 of
the Delaware  Business  Trust Act and for taking such actions as are required to
be taken by a Delaware trustee under the Delaware Business Trust Act.

     SECTION II.7. Authorization to Enter into Certain Transactions.

     (a) The Issuer  Trustees  shall  conduct the affairs of the Issuer Trust in
accordance  with the terms of this Trust  Agreement.  Subject to the limitations
set forth in  paragraph  (b) of this Section  2.7,  and in  accordance  with the
following  provisions (i) and (ii), the Property Trustee and the  Administrative
Trustees shall have the authority to enter into all  transactions and agreements
determined by the Property Trustee and Administrative Trustees to be appropriate
in  exercising  the  authority,  express or implied,  otherwise  granted to such
Issuer Trustees, as the case may be, under this Trust Agreement,  and to perform
all acts in furtherance thereof, including the following:

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

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

               (B)  causing  the Issuer  Trust to enter  into,  and to  execute,
          deliver  and  perform  on  behalf of the  Issuer  Trust,  the  Expense
          Agreement  and the  Certificate  Depository  Agreement  and such other
          agreements as may be necessary or

                                      -13-
<PAGE>

          desirable in  connection  with the purposes and function of the Issuer
          Trust;

               (C) assisting in compliance  with the duties and  obligations  of
          the Issuer  Trust under and the  Securities  Act and under  applicable
          state  securities or blue sky laws (including by means of registration
          of the Capital Securities  thereunder from time to time) and the Trust
          Indenture Act;

               (D)  assisting  in  obtaining  the  designation  of  the  Capital
          Securities for trading in PORTAL;

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

               (F)   consenting   to  the   appointment   of  a  Paying   Agent,
          authenticating  agent and Securities Registrar in accordance with this
          Trust Agreement (which consent shall not be unreasonably withheld);

               (G) executing the Trust  Securities on behalf of the Issuer Trust
          in accordance with this Trust Agreement;

               (H)  executing  and  delivering  closing  certificates,  if  any,
          pursuant to the  Purchase  Agreement  and  application  for a taxpayer
          identification number for the Issuer Trust;

               (I)  unless  otherwise  determined  by the  Property  Trustee  or
          Holders of at least a Majority  in  Liquidation  Amount of the Capital
          Securities or as otherwise required by the Delaware Business Trust Act
          or the Trust  Indenture  Act,  executing on behalf of the Issuer Trust
          (either  acting  alone  or  together  with  any  other  Administrative
          Trustee) any documents that the Administrative Trustees have the power
          to execute pursuant to this Trust Agreement; and

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

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

               (A) establishing the Payment Account;

               (B) receiving the Debentures;

               (C) collecting interest, principal and any other payments made in
          respect

                                      -14-
<PAGE>


          of the  Debentures  and the  holding of such  amounts  in the  Payment
          Account;

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

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

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

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

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

               (I) after an Event of Default  (other than under  paragraph  (b),
          (c),  (d) or (e) of the  definition  of such  term if  such  Event  of
          Default is by or with respect to the Property  Trustee)  taking of any
          action  incidental to the  foregoing as the Property  Trustee may from
          time to time determine is necessary or advisable to give effect to the
          terms of this Trust  Agreement  and to protect and  conserve the Trust
          Property for the benefit of the Holders (without  consideration of the
          effect of any such action on any particular Holder);

               (J)  performing  any of the  duties,  liabilities,  powers or the
          authority  of  the  Administrative   Trustees  set  forth  in  Section
          2.7(a)(i)(D), (E) and (I).

     (b) So long as this Trust Agreement remains in effect, the Issuer Trust (or
the Issuer  Trustees  acting on behalf of the Issuer  Trust) shall not undertake
any business,  activities or transaction  except as expressly provided herein or
contemplated  hereby.  In  particular,  the  Issuer  Trustees,  acting  in their
capacity  as such,  shall  not (i)  acquire  any  investments  or  engage in any
activities not authorized by this Trust Agreement,  (ii) sell, assign, transfer,
exchange,  mortgage,  pledge,  set-off or otherwise  dispose of any of the Trust
Property  or  interests  therein,  including  to  Holders,  except as  expressly
provided  herein,  (iii) take any action  that would  reasonably  be expected to
cause the Issuer Trust to become taxable as a corporation or classified as other
than 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 Issuer Trust or the Holders in their  capacity as
Holders.

                                      -15-
<PAGE>


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

          (i) the  preparation  by the Issuer  Trust of an Offering  Circular in
     relation to the Capital  Securities,  including any amendments  thereto and
     the  taking  of any  action  necessary  or  desirable  to sell the  Capital
     Securities in a  transaction  or a series of  transactions  exempt from the
     registration requirements of the Securities Act;

          (ii) the determination of the States, or other jurisdictions,  if any,
     in which to take appropriate  action to qualify or register for sale all or
     part of the Capital  Securities and the  determination  of any and all such
     acts,  other than  actions that must be taken by or on behalf of the Issuer
     Trust,  and the advice to the Issuer  Trustees of actions they must take on
     behalf of the Issuer Trust, and the preparation for execution and filing of
     any  documents to be executed and filed by the Issuer Trust or on behalf of
     the Issuer Trust, as the Depositor deems necessary or advisable in order to
     comply with the applicable  laws of any such States in connection  with the
     sale of the Capital Securities;

          (iii) the  negotiation of the terms of, and the execution and delivery
     of, the Purchase Agreement; and

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

     SECTION II.8. Assets of Trust.

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

                                      -16-
<PAGE>


     SECTION II.9. 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  in trust for the  benefit  of the  Issuer  Trust and the
Holders in accordance with this Trust Agreement.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

     SECTION III.1. Payment Account.

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

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

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

     SECTION IV.1. Distributions.

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

          (i)  Distributions on the Trust  Securities  shall be cumulative,  and
     shall  accumulate  whether  or not  there  are  funds of the  Issuer  Trust
     available for the payment of Distributions.  Distributions shall accumulate
     from June 2, 1997,  and,  except in the event (and to the extent)  that the
     Depositor  exercises  its right to defer the  payment  of  interest  on the
     Debentures  pursuant to the Indenture,  shall be payable  semi-annually  in
     arrears on June 1 and  December 1 of each year,  commencing  on December 1,
     1997. If any date on

                                      -17-
<PAGE>


     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 next
     succeeding  Business Day falls within the next calendar year,  such payment
     will be made on the immediately  preceding Business Day, in each case, with
     the same force and effect as if made on the date on which such  payment was
     originally  payable  (each  date on  which  distributions  are  payable  in
     accordance with this Section 4.1(a), a "Distribution Date").

          (ii) The Trust Securities  shall be entitled to Distributions  payable
     at a rate, not including Additional  Distributions,  of 8.845% per annum of
     the Liquidation Amount of the Trust Securities. The amount of Distributions
     payable  for any  period  less  than a full  Distribution  period  shall be
     computed  on the basis of a 360-day  year of twelve  30-day  months and the
     actual number of days elapsed in a partial month in a period. Distributions
     payable for each full Distribution  period will be computed by dividing the
     rate per annum by two. The amount of  Distributions  payable for any period
     shall include any Additional Distributions in respect of such period.

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

     (b)  Distributions  on the Trust  Securities with respect to a Distribution
Date shall be payable to the Holders  thereof as they  appear on the  Securities
Register  for the Trust  Securities  at the close of  business  on the  relevant
record  date,  which  shall be at the close of  business  on the  fifteenth  day
(whether or not a Business Day) next preceding the relevant Distribution Date.

     SECTION IV.2. Redemption.

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

     (b)  Notice  of  redemption  shall  be  given by the  Property  Trustee  by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust  Securities to be redeemed,
at such  Holder's  address  appearing in the Security  Register.  All notices of
redemption shall state:

          (i) the Redemption Date;

          (ii)  the  Redemption  Price  or if the  Redemption  Price  cannot  be
     calculated  prior  to the time  the  notice  is  required  to be sent,  the
     estimate of the Redemption Price provided

                                      -18-
<PAGE>

     pursuant to (and as defined  in) the  Indenture  together  with a statement
     that it is an  estimate  and  that  the  actual  Redemption  Price  will be
     calculated on the third Business Day prior to the Redemption  Date (and, if
     an estimate is provided,  that a further notice shall be sent of the actual
     Redemption Price on the date on which such Redemption Price is calculated);

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

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

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

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

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

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

     (d) If the Property  Trustee gives a notice of redemption in respect of any
Capital  Securities,  then, by 12:00 noon, New York City time, on the Redemption
Date,  subject to Section  4.2(c),  the Property  Trustee will,  with respect to
Book-Entry Capital Securities,  irrevocably deposit with the Clearing Agency for
such Book-Entry  Capital  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 Capital  Securities.  With respect to Capital Securities that are
not Book-Entry  Capital  Securities,  the Property  Trustee,  subject to Section
4.2(c),  will irrevocably deposit with the Paying Agent or Paying Agents, to the
extent available  therefor,  funds  sufficient to pay the applicable  Redemption
Price and will give the Paying Agent or Paying Agents  irrevocable  instructions
and  authority  to pay  the  Redemption  Price  to the  Holders  of the  Capital
Securities

                                      -19-
<PAGE>

upon surrender of their Capital  Securities  Certificates.  Notwithstanding  the
foregoing,  Distributions  payable  on or prior to the  Redemption  Date for any
Trust  Securities  called for redemption shall be payable to the Holders of such
Trust  Securities  as they appear on the  Securities  Register  on the  relevant
record dates for the related  Distribution  Dates. If notice of redemption shall
have been  given and funds  deposited  as  required,  then upon the date of such
deposit, all rights of Holders holding Trust Securities so called for redemption
will cease, except the right of such Holders to receive the Redemption Price and
any  Distribution  payable in respect of the Trust Securities on or prior to the
Redemption  Date, but without  interest,  and such  Securities  will cease to be
Outstanding. In the event that any date on which any Redemption Price is payable
is not a Business Day, then payment of the Redemption Price payable on such date
will be made on the next  succeeding  day that is a Business  Day  (without  any
interest or other  payment in respect of any such delay),  except that,  if such
Business Day falls in the next calendar  year,  such payment will be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date.  In the event that payment of the  Redemption  Price in
respect of any Trust Securities called for redemption is improperly  withheld or
refused and not paid either by the Issuer Trust or by the Depositor  pursuant to
the Guarantee Agreement, Distributions on such Trust Securities will continue to
accumulate,  as set forth in Section 4.1, from the  Redemption  Date  originally
established  by the  Issuer  Trust for such  Trust  Securities  to the date such
Redemption Price is actually paid, in which case the actual payment date will be
the date fixed for redemption for purposes of calculating the Redemption Price.

     (e)  Subject  to Section  4.3(a),  if less than all the  Outstanding  Trust
Securities  are  to  be  redeemed  on a  Redemption  Date,  then  the  aggregate
Liquidation  Amount of Trust  Securities  to be redeemed  shall be allocated pro
rata to the Common Securities and the Capital Securities based upon the relative
Liquidation  Amounts of such classes.  The particular  Capital  Securities to be
redeemed  shall be  selected  on a pro rata basis  based  upon their  respective
Liquidation  Amounts not more than 60 days prior to the  Redemption  Date by the
Property Trustee from the Outstanding  Capital  Securities not previously called
for  redemption,  provided  that  so  long  as  the  Capital  Securities  are in
book-entry-only  form,  such  selection  shall  be made in  accordance  with the
customary  procedures for the Clearing  Agency for the Capital  Securities,  and
provided further that,  after giving effect to such redemption,  no Holder shall
hold  Capital  Securities  with an  aggregate  Liquidation  Amount  of less than
$1,000.  The Property Trustee shall promptly notify the Securities  Registrar in
writing of the Capital  Securities  selected for redemption  and, in the case of
any Capital 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 Capital
Securities shall relate, in the case of any Capital Securities redeemed or to be
redeemed  only in part, to the portion of the  aggregate  Liquidation  Amount of
Capital Securities that has been or is to be redeemed.

     SECTION IV.3. Subordination of Common Securities.

     (a) Payment of Distributions  (including any Additional  Distributions) on,
the  Redemption  Price of, and the  Liquidation  Distribution  in respect of the
Trust Securities,  as applicable,  shall be made, subject to Section 4.2(e), pro
rata among the Common Securities and the Capital

                                      -20-
<PAGE>


Securities based on the Liquidation  Amount of the Trust  Securities;  provided,
however,  that if on any Distribution Date,  Redemption Date or Liquidation Date
any Event of Default  resulting from a Debenture  Event of Default  specified in
Section 5.1(1) or 5.1(2) of the Indenture shall have occurred and be continuing,
no payment of any  Distribution  (including  any Additional  Distributions)  on,
Redemption  Price of, or  Liquidation  Distribution  in  respect  of any  Common
Security,  and no other  payment on account of the  redemption,  liquidation  or
other acquisition of Common Securities,  shall be made unless payment in full in
cash of all  accumulated  and unpaid  Distributions  (including  any  Additional
Distributions)  on all  Outstanding  Capital  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
Capital Securities then called for redemption,  or in the case of payment of the
Liquidation Distribution the full amount of such Liquidation Distribution on all
Outstanding  Capital  Securities,  shall have been made or provided for, and all
funds  immediately  available to the Property  Trustee shall first be applied to
the  payment  in full in cash of all  Distributions  (including  any  Additional
Distributions)  on, the Redemption  Price of or the Liquidation  Distribution in
respect of the Capital Securities then due and payable.

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

     SECTION IV.4. Payment Procedures.

     Payments of Distributions  (including any Additional  Distributions)  or of
the Redemption Price,  Liquidation Amount or any other amounts in respect of the
Capital  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 Capital Securities are held by a Clearing Agency,  such Distributions  shall
be made to the  Clearing  Agency in  immediately  available  funds.  Payments in
respect  of the  Common  Securities  shall  be made in such  manner  as shall be
mutually  agreed  between the Property  Trustee and the Holder of all the Common
Securities.

     SECTION IV.5. 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
Issuer Trust. In this regard, the Administrative  Trustees shall (a) prepare and
file (or cause to be prepared  and filed) all  Internal  Revenue  Service  forms
required to be filed in respect of the Issuer  Trust in each taxable year of the
Issuer Trust, and

                                      -21-
<PAGE>


(b) prepare and furnish (or cause to be prepared and  furnished)  to each Holder
all Internal  Revenue Service forms required to be provided by the Issuer Trust.
The Administrative Trustees shall provide the Depositor and the Property Trustee
with a copy of all such  returns  and  reports  promptly  after  such  filing or
furnishing.  The  Issuer  Trustees  shall  comply  with  United  States  Federal
withholding  and  backup   withholding   tax  laws  and  information   reporting
requirements with respect to any payments to Holders under the Trust Securities.

     SECTION IV.6. Payment of Taxes, Duties, Etc. of the Issuer Trust.

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

     SECTION IV.7. Payments under Indenture or Pursuant to Direct Actions.

     Any amount payable  hereunder to any Holder of Capital  Securities shall be
reduced by the amount of any  corresponding  payment  such  Holder has  directly
received  pursuant to Section 5.8 of the Indenture or Section 5.13 of this Trust
Agreement.

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

     SECTION V.1. Initial Ownership.

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

     SECTION V.2. The Trust Securities Certificates.

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

                                      -22-
<PAGE>


shall be  entitled  to the rights and  subject  to the  obligations  of a Holder
hereunder,  upon due registration of such Trust  Securities  Certificate in such
transferee's name pursuant to Section 5.5.

     (b) Upon their original issuance,  Capital Securities Certificates shall be
issued in the form of one or more  Book-Entry  Capital  Securities  Certificates
registered in the name of DTC, as Clearing Agency,  or its nominee and deposited
with DTC or a custodian for DTC for credit by DTC to the respective  accounts of
the Owners thereof (or such other accounts as they may direct).

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

     SECTION V.3. Execution and Delivery of Trust Securities Certificates.

     At the Time of  Delivery,  the  Administrative  Trustees  shall cause Trust
Securities  Certificates,  in an  aggregate  Liquidation  Amount as  provided in
Sections 2.4 and 2.5, to be executed on behalf of the Issuer Trust and delivered
to or upon the written order of the Depositor, executed by an authorized officer
thereof,  without  further  corporate  action by the  Depositor,  in  authorized
denominations.

     SECTION V.4. Book-Entry Capital Securities.

     (a) Each Book-Entry Capital Securities  Certificate issued under this Trust
Agreement  shall be registered  in the name of the Clearing  Agency or a nominee
thereof and delivered to such Clearing  Agency or a nominee thereof or custodian
therefor,   and  each  such  Book-Entry  Capital  Securities  Certificate  shall
constitute  a single  Capital  Securities  Certificate  for all purposes of this
Agreement.

     (b)  Notwithstanding  any  other  provision  in this  Trust  Agreement,  no
Book-Entry Capital  Securities  Certificate may be exchanged in whole or in part
for Capital Securities Certificates registered,  and no transfer of a Book-Entry
Capital  Securities  Certificate in whole or in part may be  registered,  in the
name of any Person other than the Clearing  Agency or a nominee  thereof  unless
(i) the  Clearing  Agency  advises  the  Property  Trustee in  writing  that the
Clearing  Agency  is no  longer  willing  or  able  to  properly  discharge  its
responsibilities with respect to the Book-Entry Capital Securities Certificates,
and the  Property  Trustee is unable to locate a qualified  successor,  (ii) the
Issuer Trust at its option advises the Clearing Agency in writing that it elects
to terminate  the  book-entry  system  through the Clearing  Agency,  or (iii) a
Debenture  Event of Default has occurred and is continuing.  Upon the occurrence
of any event specified in clause (i), (ii) or (iii) above,  the Property Trustee
shall notify the Clearing  Agency and instruct the Clearing Agency to notify all
Owners of Book-Entry Capital  Securities and the Administrative  Trustees of the
occurrence  of such  event and of the  availability  of the  Definitive  Capital
Securities Certificates to Owners of the Capital Securities requesting the same;
provided,  however,  that no Definitive Capital Securities  Certificate shall be
issued in an amount representing less than 100 Capital

                                      -23-
<PAGE>

Securities.

     (c) If any Book-Entry Capital Securities Certificate is to be exchanged for
other  Capital  Securities  Certificates  or  canceled  in  whole,  it  shall be
surrendered  by or on behalf of the Clearing  Agency or its nominee for exchange
or  cancellation  as  provided  in this  Article  V. If any  Book-Entry  Capital
Securities   Certificate  is  to  be  exchanged  for  other  Capital  Securities
Certificates or canceled in part, or if any other Capital Securities Certificate
is to be  exchanged  in  whole  or in part  for  Book-Entry  Capital  Securities
represented by a Book-Entry Capital Securities Certificate, then either (i) such
Book-Entry Capital  Securities  Certificate shall be so surrendered for exchange
or cancellation as provided in this Article V or (ii) the aggregate  Liquidation
Amount represented by such Book-Entry  Capital  Securities  Certificate shall be
reduced, subject to Section 5.2, or increased by an amount equal to that portion
of the  Liquidation  Amount  represented  by the Book-Entry  Capital  Securities
Certificate  to be so  exchanged  or  canceled,  or equal to that portion of the
Liquidation Amount represented by such other Capital Securities  Certificates to
be so exchanged for Book-Entry Capital Securities  represented  thereby,  as the
case may be, by means of an  appropriate  adjustment  made on the records of the
Securities Registrar with notice to the Property Trustee, whereupon the Property
Trustee,  in  accordance  with 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 Book-Entry
Capital   Securities   Certificate  by  the  Clearing  Agency,   accompanied  by
registration  instructions,  the  Administrative  Trustees,  or any one of them,
shall,  subject to Section  5.5(b) and as otherwise  provided in this Article V,
execute the Definitive Capital Securities  Certificates issuable in exchange for
such  Book-Entry  Capital  Securities  Certificate  (or any portion  thereof) in
accordance with the instructions of the Clearing Agency; provided, however, that
no  Definitive  Capital  Securities  Certificate  shall be  issued  in an amount
representing less than 100 Capital Securities.  None of the Securities Registrar
or the Property Trustee or the  Administrative  Trustees shall be liable for any
delay in delivery of such  instructions and may conclusively  rely on, and shall
be protected in relying on, such instructions. The Definitive Capital Securities
Certificates  shall be printed,  lithographed  or engraved or may be produced in
any other manner as is reasonably acceptable to the Administrative  Trustees, as
evidenced by the execution thereof by the Administrative  Trustees or any one of
them.

     (d) Every  Capital  Securities  Certificate  executed  and  delivered  upon
registration  of  transfer  of, or in exchange  for or in lieu of, a  Book-Entry
Capital Securities Certificate or any portion thereof,  whether pursuant to this
Article V or Section 4.2 or  otherwise,  shall be executed and  delivered in the
form of, and shall be, a Book-Entry Capital Securities Certificate,  unless such
Capital Securities  Certificate is registered in the name of a Person other than
the Clearing Agency or a nominee thereof.

     (e) The Clearing Agency or its nominee, as registered owner of a Book-Entry
Capital Securities  Certificate,  shall be the Holder of such Book-Entry Capital
Securities  Certificate  for all  purposes  under this Trust  Agreement  and the
Capital  Securities,  and Owners with respect to a Book-Entry Capital Securities
Certificate shall hold such interests pursuant to the Applicable Procedures. The
Securities Registrar and the Property Trustee or the Administrative Trustees

                                      -24-
<PAGE>

shall be  entitled  to deal with the  Clearing  Agency for all  purposes of this
Trust  Agreement  relating to the  Book-Entry  Capital  Securities  Certificates
(including the payment of the  Liquidation  Amount of and  Distributions  on the
Book-Entry Capital Securities represented thereby and the giving of instructions
or  directions  by or to Owners of  Book-Entry  Capital  Securities  represented
thereby) as the sole Holder of the  Book-Entry  Capital  Securities  represented
thereby  and  shall  have no  obligations  to the  Owners  thereof.  None of the
Depositor,  the Issuer  Trustees  nor the  Securities  Registrar  shall have any
liability in respect of any transfers effected by the Clearing Agency.

     (f) The rights of the Owners of the Book-Entry  Capital Securities shall be
exercised  only  through  the  Clearing  Agency  and shall be  limited  to those
established by law, the Applicable Procedures and agreements between such Owners
and the Clearing Agency and/or the Clearing Agency Participants.  Solely for the
purposes of determining  whether the Holders of the requisite  amount of Capital
Securities  have voted on any matter  provided for in this Trust  Agreement,  so
long as  Definitive  Capital  Securities  Certificates  have not been  issued in
certificated  fully registered form, the Property Trustee and the Administrative
Trustees  may  conclusively  rely on, and shall be  protected in relying on, any
written instrument  (including a proxy) delivered to such Issuer Trustees by the
Clearing  Agency setting forth the Holders' votes or assigning the right to vote
on any matter to any other Persons either in whole or in part.

     SECTION  V.5.  Registration,   Transfer  and  Exchange  Generally;  Certain
Transfers and Exchanges; Securities Act Legends.

     (a) The Property  Trustee  shall keep or cause to be kept, at the office or
agency  maintained  pursuant  to  Section  5.9,  a register  or  registers  (the
"Securities Register") in which the registrar and transfer agent with respect to
the Trust  Securities (the "Securities  Registrar"),  subject to such reasonable
regulations as it may prescribe,  shall provide for the  registration of Capital
Securities   Certificates  and  (subject  to  Section  5.11)  Common  Securities
Certificates and of transfers and exchanges of Capital  Securities  Certificates
as  herein  provided.  The  Property  Trustee  is  hereby  appointed  Securities
Registrar for the purpose of registering  Capital  Securities  Certificates  and
(subject to Section 5.11) Common  Securities and transfers and exchanges thereof
as provided herein.

     Upon  surrender  for  registration  of transfer  of any Capital  Securities
Certificate  at the office or agency  maintained  pursuant to Section  5.9,  the
Administrative  Trustees  or any one of them shall  execute  and  deliver to the
Property  Trustee,  and the Property  Trustee shall deliver,  in the name of the
designated  transferee  or  transferees,  one or  more  new  Capital  Securities
Certificates in authorized  denominations of a like aggregate Liquidation Amount
and bearing such restrictive legends as may be required by this Trust Agreement,
dated the date of execution by such Administrative Trustee or Trustees.

     At the  option  of  the  Holder,  Capital  Securities  Certificates  may be
exchanged for other Capital  Securities  Certificates  of the same series of any
authorized denominations, of like tenor

                                      -25-
<PAGE>

and aggregate  Liquidation  Amount,  bearing such restrictive  legends as may be
required  by this Trust  Agreement  and  bearing a number not  contemporaneously
Outstanding,  upon  surrender  of  the  Capital  Securities  Certificates  to be
exchanged at such office or agency. Whenever any Capital Securities Certificates
are so surrendered for exchange, the Administrative  Trustees or any one of them
shall  execute and deliver to the Property  Trustee,  and the  Property  Trustee
shall deliver,  the Capital  Securities  Certificates that the Holder making the
exchange is entitled to receive.

     All  Capital  Securities  issued  upon any  transfer or exchange of Capital
Securities  shall  evidence the same interest in the assets of the Issuer Trust,
and be entitled to the same benefits under this Trust Agreement,  as the Capital
Securities  surrendered upon such transfer or exchange.

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

     Every  Capital   Securities   Certificate   presented  or  surrendered  for
registration  of transfer or exchange shall be duly endorsed,  or be accompanied
by a written  instrument of transfer in form  satisfactory to an  Administrative
Trustee  and the  Securities  Registrar  duly  executed  by the  Holder  or such
Holder's   attorney  duly  authorized  in  writing.   Each  Capital   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.

     No  service  charge  shall  be made for any  registration  of  transfer  or
exchange of Capital  Securities  Certificates,  but the Issuer Trust may require
payment of a sum sufficient to cover any tax or governmental  charge that may be
imposed in  connection  with any  transfer  or  exchange  of Capital  Securities
Certificates.

     (b) Notwithstanding any other provision of this Trust Agreement,  transfers
and  exchanges  of  Capital  Securities   Certificates  and  Book-Entry  Capital
Securities shall be made only in accordance with this Section 5.5(b).

          (i)  Non-Book-Entry   Capital  Securities  Certificate  to  Book-Entry
     Capital  Securities  Certificate.  If the  Holder of a  Capital  Securities
     Certificate (other than a Book-Entry Capital Securities Certificate) wishes
     at any time to  transfer  all or any  portion  of such  Capital  Securities
     Certificate to a Person who wishes to take delivery  thereof in the form of
     a beneficial interest in a Book-Entry Capital Securities Certificate,  such
     transfer may be effected  only in  accordance  with the  provisions of this
     Clause (b)(i) and subject to the Applicable Procedures. Upon receipt by the
     Securities Registrar of (A) such Capital Securities Certificate as provided
     in Section 5.5(a) and instructions satisfactory to the

                                      -26-
<PAGE>


     Securities  Registrar  directing  that a  specified  number  of  Book-Entry
     Capital  Securities to be represented by such Book-Entry Capital Securities
     Certificate not greater than the number of Capital  Securities  represented
     by such Capital Securities  Certificate be credited to a specified Clearing
     Agency Participant's account and (B) if the Capital Securities  Certificate
     to be transferred  evidences  Restricted Capital  Securities,  a Restricted
     Securities  Certificate  duly  executed  by such  Holder  or such  Holder's
     attorney duly  authorized in writing,  then the Securities  Registrar shall
     cancel  such  Capital  Securities  Certificate  (and  issue  a new  Capital
     Securities  Certificate in respect of any untransferred portion thereof) as
     provided in Section 5.5(a) and increase the aggregate Liquidation Amount of
     the Book-Entry Capital Securities  Certificate by the Liquidation Amount of
     such Capital Securities so transferred as provided in Section 5.4(c).

          (ii) Non-Book-Entry  Capital Securities  Certificate to Non-Book-Entry
     Capital Securities  Certificate.  A Capital Securities  Certificate that is
     not a Book-Entry  Capital  Securities  Certificate may be  transferred,  in
     whole or in part,  to a Person  who takes  delivery  in the form of another
     Capital Securities  Certificate that is not a Book-Entry Capital Securities
     Certificate  as provided in Section  5.5(a),  provided  that if the Capital
     Securities  Certificate  to be  transferred  evidences  Restricted  Capital
     Securities,  then the Securities Registrar shall have received a Restricted
     Securities  Certificate  duly  executed  by the  transferor  Holder or such
     Holder's attorney duly authorized in writing.

          (iii)  Book-Entry  Capital  Securities  Certificate to  Non-Book-Entry
     Capital  Securities  Certificate.  A  beneficial  interest in a  Book-Entry
     Capital  Securities  Certificate may be exchanged for a Capital  Securities
     Certificate  that is not a Book-Entry  Capital  Securities  Certificate  as
     provided in Section 5.4.

          (iv) Certain Initial  Transfers of Non-Book-Entry  Capital  Securities
     Certificates.  In the case of  Capital  Securities  Certificates  initially
     issued other than in global form,  an initial  transfer or exchange of such
     Capital  Securities  Certificates  that  does not  involve  any  change  in
     beneficial ownership may be made to an Institutional Accredited Investor or
     Investors as if such transfer or exchange  were not an initial  transfer or
     exchange,  provided  that  written  certification  shall be provided by the
     transferor  and  transferee of such Capital  Securities  to the  Securities
     Registrar  that such  transfer  or  exchange  does not  involve a change in
     beneficial ownership.

     (c) Except as set forth below, all Capital  Securities  Certificates  shall
bear a Restricted Capital Securities Legend:

          (i) subject to the following Clauses of this Section 5.5(c), a Capital
     Securities  Certificate  or any portion  thereof  that is  exchanged,  upon
     transfer or otherwise,  for a Book-Entry Capital Securities  Certificate or
     any portion thereof shall bear the Restricted Capital Securities Legend;

                                      -27-
<PAGE>


          (ii) subject to the following  Clauses of this Section  5.5(c),  a new
     Capital Securities  Certificate that is not a Book-Entry Capital Securities
     Certificate  and is issued  in  exchange  for  another  Capital  Securities
     Certificate (including a Book-Entry Capital Securities  Certificate) or any
     portion  thereof,  upon  transfer  or  otherwise,  shall bear a  Restricted
     Capital Securities Legend;

          (iii) a new  Capital  Securities  Certificate  that  does  not  bear a
     Restricted  Capital  Securities  Legend may be issued in exchange for or in
     lieu of a Capital Securities  Certificate or any portion thereof that bears
     such a legend if, in the Depositor's  sole judgment,  placing such a legend
     upon  such  new  Capital  Securities  Certificate  is not and  will  not be
     necessary to ensure  compliance with the  registration  requirements of the
     Securities Act, and the  Administrative  Trustees,  at the direction of the
     Depositor,  shall  execute  and  deliver  such  a  new  Capital  Securities
     Certificate as provided in this Article V; and

          (iv)  notwithstanding the foregoing provisions of this Section 5.5(c),
     a  Successor  Capital  Securities   Certificate  of  a  Capital  Securities
     Certificate that does not bear a Restricted Capital Securities Legend shall
     not bear such form of legend unless in the Depositor's  sole judgement such
     Successor Capital Securities  Certificate is a "restricted security" within
     the  meaning  of Rule 144  under  the  Securities  Act,  in which  case the
     Administrative  Trustees, at the direction of the Depositor,  shall execute
     and  deliver a new  Capital  Securities  Certificate  bearing a  Restricted
     Capital Securities Legend in exchange for such Successor Capital Securities
     Certificate as provided in this Article V.

     (d) Any  purchaser  or Holder of any  Capital  Securities  or any  interest
therein will be deemed to have  represented by its purchase and holding  thereof
that it either  (i) is not a Plan or a Plan Asset  Entity and is not  purchasing
such Capital  Securities on behalf of or with "plan assets" of any Plan, or (ii)
is eligible for the exemptive relief available under PTCE 96-23,  95-60,  91-38,
90-1 or 84-14 or another  applicable  exemption with respect to such purchase or
holding.  The Securities  Registrar may, and if the Depositor  shall so request,
the Securities  Registrar shall, before registering for transfer or exchange any
Capital Securities  Certificates as provided in Sections 5.2, 5.4 or 5.5 of this
Trust Agreement,  (A) require the purchaser or Holder of such Capital Securities
Certificates to confirm that it either (x) is not a Plan, a Plan Asset Entity or
a  Person  investing  "plan  assets"  of any  Plan  or (y) is  eligible  for the
exemptive relief available under PTCE 96-23,  95-60,  91-38,  90-1 or 84-14, and
(B) if such purchaser or Holder does not provide such  confirmation,  require an
Opinion  of Counsel  or other  evidence  satisfactory  to the  Depositor  of the
availability  to such purchaser or Holder of another  applicable  exemption with
respect to such purchase or holding.

     SECTION  V.6.  Mutilated,   Destroyed,  Lost  or  Stolen  Trust  Securities
Certificates.

     If (a) any mutilated Trust Securities  Certificate  shall be surrendered to
the Securities Registrar,  or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction,

                                      -28-
<PAGE>


loss or  theft of any  Trust  Securities  Certificate,  and (b)  there  shall be
delivered to the  Securities  Registrar  and the  Administrative  Trustees  such
security or indemnity as may be required by them to save each of them  harmless,
then in the absence of notice that such Trust Securities  Certificate shall have
been acquired by a bona fide purchaser,  the Administrative Trustees, or any one
of them,  on behalf of the Issuer  Trust shall  execute and make  available  for
delivery, in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen Trust Securities Certificate,  a new Trust Securities Certificate of like
class, tenor and denomination.  In connection with the issuance of any new Trust
Securities  Certificate under this Section 5.6, 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 5.6 shall  constitute  conclusive  evidence of an  undivided  beneficial
interest in the assets of the Issuer Trust  corresponding  to that  evidenced by
the lost,  stolen or destroyed Trust  Securities  Certificate,  as if originally
issued,   whether  or  not  the  lost,  stolen  or  destroyed  Trust  Securities
Certificate shall be found at any time.

     SECTION V.7. Persons Deemed Holders.

     The  Issuer  Trustees  and the  Securities  Registrar  shall each 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
none of the Issuer  Trustees and the Securities  Registrar shall be bound by any
notice to the contrary.

     SECTION V.8. Access to List of Holders' Names and Addresses.

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

     SECTION V.9. Maintenance of Office or Agency.

     The  Administrative  Trustees shall maintain an office or offices or agency
or  agencies  where  Capital  Securities  Certificates  may be  surrendered  for
registration  of transfer or exchange  and where  notices and demands to or upon
the  Issuer  Trustees  in respect of the Trust  Securities  Certificates  may be
served. The Administrative Trustees initially designate Centura Banks, Inc., 134
North Church Street,  Rocky Mount, North Carolina 27802 as its office and agency
for such purposes. The Administrative  Trustees shall give prompt written notice
to the Depositor,  the Property  Trustee and to the Holders of any change in the
location of the Securities Register or any such office or agency.

     SECTION V.10. Appointment of Paying Agents.

     The Paying  Agent or Agents  shall make  Distributions  to Holders from the
Payment  Account  and shall  report  the  amounts of such  Distributions  to the
Property Trustee and the

                                      -29-
<PAGE>


Administrative  Trustees.  Any Paying  Agent shall have the  revocable  power to
withdraw  funds from the  Payment  Account  solely for the purpose of making the
Distributions  referred to above.  The  Administrative  Trustees may revoke such
power and remove the Paying Agent in its sole discretion. The Paying Agent shall
initially be the Bank and any co-paying agent chosen by the Property Trustee and
acceptable to the Administrative  Trustees and the Depositor.  Any Person acting
as Paying  Agent  shall be  permitted  to resign as Paying  Agent  upon 30 days'
written notice to the Administrative  Trustees and the Property Trustee.  If the
Bank 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 reasonably
acceptable to the Depositor to act as Paying Agent.  Such successor Paying Agent
or any additional  Paying Agent shall execute and deliver to the Issuer Trustees
an instrument in which such  successor  Paying Agent or additional  Paying Agent
shall agree with the Issuer Trustees that as Paying Agent, such successor Paying
Agent or  additional  Paying  Agent will hold all sums,  if any,  held by it for
payment to the Holders in trust for the benefit of the Holders  entitled thereto
until such sums shall be paid to such Holders. The Paying Agent shall return all
unclaimed funds to the Property  Trustee and upon removal of a Paying Agent such
Paying  Agent  shall also  return all funds in its  possession  to the  Property
Trustee.  The  provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the
Bank  also in its role as  Paying  Agent,  for so long as the Bank  shall act as
Paying Agent and, to the extent applicable,  to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

     SECTION V.11. Ownership of Common Securities by Depositor.

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

     SECTION V.12. Notices to Clearing Agency.

     To the  extent  that a notice  or other  communication  to the  Holders  is
required under this

                                      -30-
<PAGE>


Trust  Agreement,  for so  long  as  Capital  Securities  are  represented  by a
Book-Entry  Capital Securities  Certificate,  the Issuer Trustees shall give all
such  notices and  communications  specified  herein to be given to the Clearing
Agency, and shall have no obligations to the Owners.

     SECTION V.13. Rights of Holders; Waivers of Past Defaults.

     (a) The legal  title to the Trust  Property  is vested  exclusively  in the
Property  Trustee (in its capacity as such) in accordance  with Section 2.9, and
the Holders  shall not have any right or title  therein other than the undivided
beneficial  interest in the assets of the Issuer Trust  conferred by their Trust
Securities and they shall have no right to call for any partition or division of
property,  profits or rights of the Issuer Trust except as described  below. The
Trust Securities shall be personal property giving only the rights  specifically
set forth therein and in this Trust  Agreement.  The Trust Securities shall have
no preemptive or similar rights and when issued and delivered to Holders against
payment of the purchase price therefor will be fully paid and  nonassessable  by
the Issuer Trust.  The Holders of the Trust  Securities,  in their capacities as
such, shall be entitled to the same limitation of personal liability extended to
stockholders  of private  corporations  for profit  organized  under the General
Corporation Law of the State of Delaware.

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

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

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

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

               (B) any accrued Additional Interest (as defined in the Indenture)
          on all of the Debentures,

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

                                      -31-
<PAGE>


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

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

     The  Holders of at least a Majority  in  Liquidation  Amount of the Capital
Securities may, on behalf of the Holders of all the Trust Securities,  waive any
past default or Event of Default under the Indenture,  except a default or Event
of Default in the payment of principal or interest (unless such default or Event
of Default has been cured and a sum  sufficient to pay all matured  installments
of interest and principal due otherwise than by acceleration  has been deposited
with the  Debenture  Trustee)  or a default  or Event of Default in respect of a
covenant or  provision  that under the  Indenture  cannot be modified or amended
without  the  consent  of the  holder  of each  outstanding  Debenture.  No such
rescission  shall affect any subsequent  default or impair any right  consequent
thereon.

     Upon receipt by the Property  Trustee of written  notice  declaring such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Capital  Securities,  a record date shall be established for determining Holders
of Outstanding Capital Securities entitled to join in such notice,  which record
date shall be at the close of business on the day the Property  Trustee receives
such notice. The Holders on such record date, or their duly designated  proxies,
and only such Persons,  shall be entitled to join in such notice, whether or not
such Holders remain Holders after such record date; provided,  that, unless such
declaration of  acceleration,  or rescission and annulment,  as the case may be,
shall have become effective by virtue of the requisite  percentage having joined
in such  notice  prior to the day that is 90 days after such record  date,  such
notice of declaration of acceleration,  or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be canceled
and of no further effect. Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder,  from giving,  after  expiration of such 90-day period, a new
written  notice of  declaration  of  acceleration,  or rescission  and annulment
thereof, as the case may be, that is identical to a written notice that has been
canceled pursuant to the proviso to the preceding sentence, in which event a new
record date shall be  established  pursuant to the  provisions  of this  Section
5.13(b).

     (c)  For so long  as any  Capital  Securities  remain  Outstanding,  to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 5.1(1)
or 5.1(2) of the  Indenture,  any  Holder of Capital  Securities  shall have the
right to  institute a proceeding  directly  against the  Depositor,  pursuant to
Section 5.8 of the Indenture,  for  enforcement of payment to such Holder of any
amounts payable in respect of Debentures  having an aggregate  principal  amount
equal to the  aggregate  Liquidation  Amount of the Capital  Securities  of such
Holder (a  "Direct  Action").  Except as set forth in Section  5.13(b)  and this
Section 5.13(c), the Holders of Capital Securities

                                      -32-
<PAGE>


shall have no right to exercise  directly  any right or remedy  available to the
holders of, or in respect of, the Debentures.

     (d) Except as  otherwise  provided in  paragraphs  (a), (b) and (c) of this
Section 5.13,  the Holders of at least a Majority in  Liquidation  Amount of the
Capital  Securities  may, on behalf of the Holders of all the Trust  Securities,
waive any past  default  or Event of  Default  and its  consequences.  Upon such
waiver,  any such  default or Event of  Default  shall  cease to exist,  and any
default  or Event of  Default  arising  therefrom  shall be  deemed to have been
cured,  for every  purpose of this Trust  Agreement,  but no such  waiver  shall
extend to any  subsequent  or other  default  or Event of  Default or impair any
right consequent thereon.

                                   ARTICLE VI

                        ACTS OF HOLDERS; MEETINGS; VOTING

     SECTION VI.1. Limitations on Voting Rights.

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

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

                                      -33-
<PAGE>


States Federal income tax purposes.

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

     SECTION VI.2. Notice of Meetings.

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

     SECTION VI.3. Meetings of Holders of the Capital Securities.

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

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

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

     SECTION VI.4. Voting Rights.

                                      -34-
<PAGE>


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

     SECTION VI.5. Proxies, etc.

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

     SECTION VI.6. Holder Action by Written Consent.

     Any action that may be taken by Holders of Capital  Securities at a meeting
may be taken  without  a meeting  if  Holders  holding  at least a  Majority  in
Liquidation Amount of the Capital Securities entitled to vote in respect of such
action (or such  larger  proportion  thereof as shall be  required  by any other
provision of this Trust Agreement)  shall consent to the action in writing.  Any
action that may be taken by the Holder of all the Common Securities may be taken
if such Holder shall consent to the action in writing.

     SECTION VI.7. Record Date for Voting and Other Purposes.

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

     SECTION VI.8. Acts of Holders.

     Any request, demand,  authorization,  direction, notice, consent, waiver or
other action

                                      -35-
<PAGE>


provided or  permitted  by this Trust  Agreement  to be given,  made or taken by
Holders  may  be  embodied  in and  evidenced  by one  or  more  instruments  of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing;  and, except as otherwise  expressly provided herein, such
action shall become  effective when such instrument or instruments are delivered
to an  Administrative  Trustee.  Such instrument or instruments  (and the action
embodied therein and evidenced  thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments.  Proof of execution
of any such  instrument  or of a  writing  appointing  any such  agent  shall be
sufficient for any purpose of this Trust  Agreement and (subject to Section 8.1)
conclusive in favor of the Issuer  Trustees,  if made in the manner  provided in
this Section 6.8.

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

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

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

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

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

     SECTION VI.9. Inspection of Records.

                                      -36-
<PAGE>


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

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

     SECTION VII.1.  Representations  and Warranties of the Property Trustee and
the Delaware Trustee.

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

     (a) the  Property  Trustee  is a trust  company,  duly  organized,  validly
existing and in good standing under the laws of the State of Massachusetts;

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

     (c) the Delaware Trustee is a Delaware banking corporation, duly organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and satisfies for the Issuer Trust the  requirements  of Section  3807(a) of the
Delaware Business Trust Act;

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

     (e) this Trust Agreement has been duly  authorized,  executed and delivered
by the Property  Trustee and the Delaware  Trustee and constitutes the valid and
legally  binding  agreement  of each of the  Property  Trustee and the  Delaware
Trustee enforceable  against each of them 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;

     (f) the execution,  delivery and  performance of this Trust  Agreement have
been duly  authorized by all necessary  corporate or other action on the part of
the Property Trustee and the Delaware Trustee and do not require any approval of
stockholders  of  the  Property  Trustee  and  the  Delaware  Trustee  and  such
execution,  delivery and performance will not (i) violate the Charter or By-laws
of the Property Trustee or the Delaware Trustee,  (ii) violate any provision of,
or

                                      -37-
<PAGE>


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  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,  trust or general
powers of the  Property  Trustee or the  Delaware  Trustee  (as  appropriate  in
context) or any order,  judgment or decree applicable to the Property Trustee or
the Delaware Trustee;

     (g)  none of the  authorization,  execution  or  delivery  by the  Property
Trustee or the Delaware  Trustee of this Trust Agreement nor the consummation of
any of the  transactions  by the Property  Trustee or the Delaware  Trustee,  as
appropriate in context, contemplated herein requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other action
with respect to any  governmental  authority or agency under any existing law of
the United  States or the State of  Delaware  governing  the  banking,  trust or
general powers of the Property Trustee or the Delaware Trustee,  as the case may
be; and

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

     SECTION VII.2. Representations and Warranties of Depositor.

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

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

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

                                  ARTICLE VIII

                                      -38-
<PAGE>


                       THE ISSUER TRUSTEES; PAYING AGENTS

     SECTION VIII.1. Certain Duties and Responsibilities.

     (a) The duties and  responsibilities  of the  Issuer  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,  but subject to Section
8.1(c),  no provision of this Trust  Agreement  shall  require any of the Issuer
Trustees  to  expend  or risk its or their  own  funds or  otherwise  incur  any
financial  liability in the performance of any of its or their duties hereunder,
or in the exercise of any of its or their rights or powers,  if it or they shall
have  reasonable  grounds for believing that repayment of such funds or adequate
indemnity  against  such risk or liability  is not  reasonably  assured to it or
them.  Whether or not therein  expressly  so provided,  every  provision of this
Trust  Agreement  relating  to the  conduct or  affecting  the  liability  of or
affording  protection to the Issuer  Trustees shall be subject to the provisions
of this  Section  8.1.  Nothing in this Trust  Agreement  shall be  construed to
release  an  Administrative  Trustee  from  liability  for his or her own  gross
negligent  action,  his or her own gross negligent failure to act, or his or her
own wilful  misconduct.  To the  extent  that,  at law or in  equity,  an Issuer
Trustee  has  duties and  liabilities  relating  to the  Issuer  Trust or to the
Holders,  such Issuer  Trustee shall not be liable to the Issuer Trust or to any
Holder for such Issuer  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 Issuer Trustees otherwise existing at
law or in equity,  are agreed by the  Depositor  and the Holders to replace such
other duties and liabilities of the Issuer Trustees.

     (b) All payments made by the Property  Trustee or a Paying Agent in respect
of the Trust  Securities  shall be made only from the revenue and proceeds  from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust  Property to enable the Property  Trustee or a Paying
Agent to make payments in accordance with the terms hereof.  Each Holder, by its
acceptance of a Trust  Security,  agrees that it will look solely to the revenue
and  proceeds  from the Trust  Property  to the  extent  legally  available  for
distribution  to it as herein  provided  and that the  Issuer  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 8.1(b) does not limit the liability of the Issuer Trustees expressly set
forth elsewhere in this Trust Agreement or, in the case of the Property Trustee,
in the Trust Indenture Act.

     (c) If an Event of Default has  occurred  and is  continuing,  the Property
Trustee shall enforce this Trust Agreement for the benefit of the Holders.

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

                                      -39-
<PAGE>


would exercise or use under the  circumstances  in the conduct of his or her own
affairs.

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

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

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

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

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

          (iii) the  Property  Trustee  shall not be liable with  respect to any
     action taken or omitted to be taken by it in good faith in accordance  with
     the direction of the Holders of at least a Majority in  Liquidation  Amount
     of the  Capital  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;

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

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

                                      -40-
<PAGE>


     Payment Account  maintained by the Property Trustee pursuant to Section 3.1
     and except to the extent otherwise required by law;

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

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

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

     SECTION VIII.2. Certain Notices.

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

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

     The Property  Trustee shall not be deemed to have knowledge of any Event of
Default unless the Property  Trustee shall have received  written  notice,  or a
Responsible  Officer  charged with the  administration  of this Trust  Agreement
shall have obtained actual knowledge, of such Event of Default.

     SECTION VIII.3. Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

                                      -41-
<PAGE>


     (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,  (ii) in
construing  any of the provisions of this Trust  Agreement the Property  Trustee
finds the same ambiguous or  inconsistent  with any other  provisions  contained
herein,  or (iii) the  Property  Trustee  is unsure  of the  application  of any
provision of this Trust Agreement, then, except as to any matter as to which the
Holders of the Capital  Securities  are entitled to vote under the terms of this
Trust  Agreement,  the Property  Trustee shall deliver a notice to the Depositor
requesting  the  Depositor's  opinion as to the course of action to be taken and
the Property Trustee shall take such action, or refrain from taking such action,
as the Property  Trustee  shall be  instructed in writing to take, or to refrain
from taking, by the Depositor;  provided,  however, that if the Property Trustee
does not receive such  instructions  of the  Depositor  within ten Business Days
after it has delivered such notice,  or such  reasonably  shorter period of time
set forth in such notice (which to the extent practicable shall not be less than
two Business  Days), it may, but shall be under no duty to, take or refrain from
taking such action not  inconsistent  with this Trust Agreement as it shall deem
advisable and in the best interests of the Holders,  in which event the Property
Trustee  shall have no  liability  except for its own bad faith,  negligence  or
wilful misconduct;

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

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

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

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

                                      -42-
<PAGE>


     (g) the Property  Trustee  shall be under no  obligation to exercise any of
the rights or powers  vested in it by this  Trust  Agreement  at the  request or
direction of any of the Holders  pursuant to this Trust  Agreement,  unless such
Holders  shall have  offered to the  Property  Trustee  reasonable  security  or
indemnity against the costs,  expenses and liabilities that might be incurred by
it in  compliance  with  such  request  or  direction;  provided  that,  nothing
contained in this Section 8.3(g) shall be taken to relieve the Property Trustee,
upon the  occurrence of an Event of Default,  of its  obligation to exercise the
rights and powers vested in it by this Trust Agreement;

     (h) the Property Trustee shall not be bound to make any investigation  into
the  facts  or  matters  stated  in  any  resolution,   certificate,  statement,
instrument,  opinion,  report, notice, request,  consent, order, approval, bond,
debenture,  note or other evidence of  indebtedness  or other paper or document,
unless  requested in writing to do so by one or more  Holders,  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,  bad faith or wilful  misconduct  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 (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 any Issuer  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 it shall be unqualified or incompetent
in  accordance  with  applicable  law,  to perform  any such act or acts,  or to
exercise any such right,  power,  duty or  obligation.  No  permissive  power or
authority available to any Issuer Trustee shall be construed to be a duty.

     SECTION VIII.4. Not Responsible for Recitals or Issuance of Securities.

     The  recitals  contained  herein and in the Trust  Securities  Certificates
shall be taken as the statements of the Depositor and the Issuer Trust,  and the
Issuer Trustees do not assume any

                                      -43-
<PAGE>


responsibility  for  their  correctness.   The  Issuer  Trustees  shall  not  be
accountable  for the use or  application by the Depositor of the proceeds of the
Debentures.

     The  Property  Trustee  may  conclusively  assume that any funds held by it
hereunder  are  legally  available  unless an  officer of the  Property  Trustee
assigned to its Corporate Trust division shall have received written notice from
the  Depositor,  any Holder or any other Issuer  Trustee that such funds are not
legally available.

     SECTION VIII.5. May Hold Securities.

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

     SECTION VIII.6. Compensation; Indemnity; Fees.

     The Depositor agrees:

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

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

     (c) to the fullest  extent  permitted by  applicable  law, to indemnify and
hold  harmless  (i) each  Issuer  Trustee,  (ii) each  Paying  Agent,  (iii) any
Affiliate  of any  Issuer  Trustee,  (iv) any  officer,  director,  shareholder,
employee, representative or agent of any Issuer Trustee, and (v) any employee or
agent of the Issuer Trust (referred to herein as an  "Indemnified  Person") from
and against any loss, damage,  liability,  tax, penalty, expense or claim of any
kind or nature whatsoever  incurred by such Indemnified  Person by reason of the
creation,  operation or  termination  of the Issuer Trust or any act or omission
performed or omitted by such  Indemnified  Person in good faith on behalf of the
Issuer Trust and in a manner such Indemnified  Person reasonably  believed to be
within the scope of authority conferred on such Indemnified Person by this Trust
Agreement, except that no Indemnified Person shall be entitled to be indemnified
in

                                      -44-
<PAGE>


respect of any loss,  damage or claim  incurred  by such  Indemnified  Person by
reason of negligence,  bad faith or wilful  misconduct with respect to such acts
or omissions.

     (d) to the fullest extent  permitted by applicable  law, the parties intend
that Section 3561 of Title 12 of the Delaware Code shall not apply to the Issuer
Trust and that  compensation  payable to any  Issuer  Trustee  pursuant  to this
Section 8.6 not be subject to review by any court under Section 3560 of Title 12
of the Delaware Code or otherwise.

     The  provisions of this Section 8.6 shall survive the  termination  of this
Trust Agreement and the resignation or removal of any Issuer Trustee.

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

     The  Depositor,  any Issuer  Trustee  (subject  to Section  8.8(a)) and any
Paying Agent may engage in or possess an interest in other business  ventures of
any nature or description,  independently or with others,  similar or dissimilar
to the  business of the Issuer  Trust,  and the Issuer  Trust and the Holders of
Trust  Securities  shall have no rights by virtue of this Trust Agreement in and
to such independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the Issuer
Trust,  shall not be deemed  wrongful or improper.  Neither the  Depositor,  any
Paying Agent nor any Issuer Trustee shall be obligated to present any particular
investment or other  opportunity to the Issuer Trust even if such opportunity is
of a character  that,  if presented to the Issuer  Trust,  could be taken by the
Issuer Trust,  and the  Depositor,  any Issuer Trustee or any Paying Agent shall
have the right to take for its own  account  (individually  or as a  partner  or
fiduciary)  or to recommend to others any such  particular  investment  or other
opportunity.  Any Issuer  Trustee or Paying Agent may engage or be interested in
any  financial or other  transaction  with the Depositor or any Affiliate of the
Depositor,  or may act as  depository  for,  trustee or agent for, or act on any
committee  or body  of  holders  of,  securities  or  other  obligations  of the
Depositor or its Affiliates.

     SECTION VIII.7. Corporate Property Trustee Required;  Eligibility of Issuer
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 a
national or state  chartered bank and eligible  pursuant to the Trust  Indenture
Act to act as such,  and that  has at the  time of such  appointment  securities
rated in one of the three highest rating  categories by a nationally  recognized
statistical  rating  organization and 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 8.7 and to the extent permitted
by the Trust  Indenture  Act,  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 8.7, it shall  resign  immediately  in the
manner and with the effect hereinafter specified in this

                                      -45-
<PAGE>


Article.  At the time of appointment,  the Property Trustee must have securities
rated in one of the three highest rating  categories by a nationally  recognized
statistical rating organization.

     (b)  There  shall  at all  times  be one or  more  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  hereunder 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
and that shall act through one or more persons authorized to bind such entity.

     SECTION VIII.8. Conflicting Interests.

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

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

     SECTION VIII.9. Co-Trustees and Separate Trustee.

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

                                      -46-
<PAGE>


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

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

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

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

     (c) The Property  Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any  co-trustee or separate  trustee  appointed  under this Section
8.9, and, in case a Debenture  Event of Default has occurred and is  continuing,
the Property  Trustee shall have power to accept the  resignation of, or remove,
any  such  co-trustee  or  separate  trustee  without  the  concurrence  of  the
Depositor. Upon the written request of the Property Trustee, the Depositor shall
join with the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such resignation or
removal.  A successor  to any  co-trustee  or separate  trustee so  resigning or
removed may be appointed in the manner provided in this Section 8.9.

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

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

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

     SECTION VIII.10. Resignation and Removal; Appointment of Successor.

                                      -47-
<PAGE>


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

     Subject to the immediately  preceding  paragraph,  the Relevant Trustee may
resign at any time by giving  written  notice  thereof  to the  Holders.  If the
instrument of acceptance by the  successor  Issuer  Trustee  required by Section
8.11 shall not have been delivered to the Relevant  Trustee within 60 days after
the giving of such notice of resignation,  the Relevant Trustee may petition, at
the  expense  of the  Depositor,  any court of  competent  jurisdiction  for the
appointment of a successor Relevant Trustee.

     Unless a Debenture  Event of Default shall have occurred and be continuing,
any Issuer Trustee may be removed at any time by Act of the Holder of the Common
Securities.  If a  Debenture  Event  of  Default  shall  have  occurred  and  be
continuing,  the Property Trustee or the Delaware Trustee,  or both of them, may
be removed  at such time by Act of the  Holders  of a  Majority  in  Liquidation
Amount of the Capital  Securities,  delivered  to the  Relevant  Trustee (in its
individual  capacity and, in the case of the Property Trustee,  on behalf of the
Issuer Trust).  An  Administrative  Trustee may only be removed by the Holder of
the Common Securities and may be so removed at any time.

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

                                      -48-
<PAGE>


competent jurisdiction for the appointment of a successor Relevant Trustee.

     The Property Trustee shall give notice of each resignation and each removal
of an Issuer Trustee and each  appointment of a successor  Issuer Trustee to all
Holders in the manner  provided  in  Section  10.8 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.

     Notwithstanding  the  foregoing  or  any  other  provision  of  this  Trust
Agreement,  if any 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 either case being a Person
who satisfies the eligibility  requirement for the Delaware Trustee set forth in
Section 8.7).

     SECTION VIII.11. Acceptance of Appointment by Successor.

     In case of the appointment  hereunder of a successor Relevant Trustee,  the
retiring  Relevant  Trustee and each successor  Relevant Trustee with respect to
the Trust  Securities shall execute and deliver an amendment hereto wherein each
successor  Relevant  Trustee shall accept such  appointment  and which (a) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm  to, and to vest in,  each  successor  Relevant  Trustee all the rights,
powers,  trusts and duties of the retiring  Relevant Trustee with respect to the
Trust Securities and the Issuer Trust, and (b) shall add to or change any of the
provisions  of this Trust  Agreement  as shall be  necessary  to provide  for or
facilitate  the  administration  of the Issuer  Trust by more than one  Relevant
Trustee,  it being  understood  that nothing herein or in such  amendment  shall
constitute  such  Relevant  Trustees  co-trustees  and  upon the  execution  and
delivery of such amendment the  resignation or removal of the retiring  Relevant
Trustee  shall  become  effective to the extent  provided  therein and each such
successor Relevant Trustee,  without any further act, deed or conveyance,  shall
become  vested with all the rights,  powers,  trusts and duties of the  retiring
Relevant Trustee;  but, on request of the Issuer Trust or any successor Relevant
Trustee such retiring  Relevant Trustee shall duly assign,  transfer and deliver
to such successor Relevant Trustee all Trust Property,  all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Issuer Trust.

     Upon request of any Issuer Trustee or any such successor  Relevant Trustee,
the retiring  Relevant  Trustee or the Issuer  Trust,  as the case may be, 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 first or second preceding paragraph, as the case may be.

     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.

                                      -49-
<PAGE>


     SECTION  VIII.12.  Merger,  Conversion,   Consolidation  or  Succession  to
Business.

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

     SECTION  VIII.13.  Preferential  Collection of Claims Against  Depositor or
Issuer Trust.

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

     SECTION VIII.14. Property Trustee May File Proofs of Claim.

     In  case  of  any  receivership,   insolvency,   liquidation,   bankruptcy,
reorganization,  arrangement,  adjustment, composition or other similar judicial
proceeding  relative  to the Issuer  Trust or any other  obligor  upon the Trust
Securities or the property of the Issuer Trust or of such other obligor or their
creditors,  the Property Trustee  (irrespective of whether any  Distributions on
the Trust  Securities  shall then be due and payable and irrespective of whether
the  Property  Trustee  shall have made any  demand on the Issuer  Trust for the
payment of any past due Distributions)  shall be entitled and empowered,  to the
fullest  extent  permitted  by  law,  by  intervention  in  such  proceeding  or
otherwise:

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

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

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

                                      -50-
<PAGE>


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

     SECTION VIII.15. Reports by Property Trustee.

     (a) Not later than 60 days  following  December 31 of each year  commencing
with December 31, 1997,  the Property  Trustee shall  transmit to all Holders in
accordance  with Section 10.8, and to the Depositor,  a brief report dated as of
the immediately preceding December 31 with respect to:

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

          (ii) a statement  that the Property  Trustee has complied  with all of
     its obligations  under this Trust Agreement during the twelve-month  period
     (or, in the case of the initial report,  the period since the Closing Date)
     ending with such  December 31 or, if the Property  Trustee has not complied
     in any  material  respect  with such  obligations,  a  description  of such
     noncompliance; and

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

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

     (c) A copy of each such report shall,  at the time of such  transmission to
Holders, be filed by the Property Trustee with each national stock exchange, the
Nasdaq  National  Market  or  such  other   interdealer   quotation   system  or
self-regulatory  organization  upon  which the Trust  Securities  are  listed or
traded, with the Commission and with the Depositor.

     SECTION VIII.16. Reports to the Property Trustee.

     Each of the  Depositor  and the  Administrative  Trustees  on behalf of the
Issuer Trust shall provide to the Property  Trustee such documents,  reports and
information  as required by Section 314 of the Trust  Indenture Act (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. The Depositor and the Administrative Trustees on behalf

                                      -51-
<PAGE>


of the Issuer Trust shall annually file with the Property  Trustee a certificate
specifying  whether  such  Person  is in  compliance  with all of the  terms and
covenants applicable to such Person hereunder.

     SECTION VIII.17. Evidence of Compliance with Conditions Precedent.

     Each of the  Depositor  and the  Administrative  Trustees  on behalf of the
Issuer Trust shall  provide to the Property  Trustee such evidence of compliance
with any conditions precedent, if any, provided for in this Trust Agreement that
relate to any of the matters set forth in Section 314(c) of the Trust  Indenture
Act. 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 VIII.18. Number of Issuer Trustees.

     (a) The number of Issuer Trustees shall be four, provided that the Property
Trustee and the Delaware Trustee may be the same Person.

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

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

     SECTION VIII.19. Delegation of Power.

     (a) Any  Administrative  Trustee,  by power  of  attorney  consistent  with
applicable  law,  delegate to any other  natural  person over the age of 21 such
Administrative  Trustee's  power for the  purpose  of  executing  any  documents
contemplated  in  Section  2.7(a),   including  any  registration  statement  or
amendment  thereto filed with the Commission,  or making any other  governmental
filing; and

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

     SECTION VIII.20. Appointment of Administrative Trustees.

     (a) The  Administrative  Trustee  shall  initially be Frank L. Pattillo and
Joseph A. Smith,  Jr., and their  successors shall be appointed by the Holder of
all the Common Securities. The

                                      -52-
<PAGE>


Administrative Trustees may resign or be removed by the Holder of all the Common
Securities at any time.  Upon any  resignation  or removal of an  Administrative
Trustee, the Depositor shall appoint a successor  Administrative  Trustee. If at
any time there is no Administrative  Trustee, the Property Trustee or any Holder
who has been a Holder of Trust  Securities  for at least six months may petition
any  court  of  competent  jurisdiction  for  the  appointment  of one  or  more
Administrative Trustees.

     (b)  Whenever  a vacancy  in the number of  Administrative  Trustees  shall
occur,  until such  vacancy is filled by the  appointment  of an  Administrative
Trustee in accordance  with this Section 8.20,  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.

     (c)  Notwithstanding  the  foregoing  or any other  provision of this Trust
Agreement,  if any  Administrative  Trustee  who is a  natural  person  dies  or
becomes, in the opinion of the Holder of all the Common Securities,  incompetent
or incapacitated,  the vacancy created by such death, incompetence or incapacity
may be filled by the unanimous act of the remaining  Administrative Trustees, if
there were at least two of them prior to such vacancy, and by the Depositor,  if
there  were  not two  such  Administrative  Trustees  immediately  prior to such
vacancy  (with  the  successor  being a Person  who  satisfies  the  eligibility
requirement for Administrative Trustees set forth in Section 8.7).

                                   ARTICLE IX

                       DISSOLUTION, LIQUIDATION AND MERGER

     SECTION IX.1. Dissolution Upon Expiration Date.

     Unless earlier dissolved,  the Issuer Trust shall automatically dissolve on
June 1, 2047 (the  "Expiration  Date"),  and shall  thereafter  be terminated by
filing a Certificate of Cancellation with the Secretary of State of the State of
Delaware,  following the  distribution  of the Trust Property in accordance with
Section 9.4.

     SECTION IX.2. Early Dissolution.

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

     (a) the occurrence of a Bankruptcy  Event in respect of, or the dissolution
or liquidation of, the Holder of all the Common Securities;

                                      -53-
<PAGE>


     (b) the written  direction to the  Property  Trustee from the Holder of all
the Common Securities at any time to dissolve the Issuer Trust and to distribute
the  Debentures  to  Holders  in  exchange  for the  Capital  Securities  (which
direction is optional and wholly within the  discretion of the Holder of all the
Common  Securities);  

     (c) the redemption of all of the Capital  Securities in connection with the
redemption of all the Debentures; and

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

     SECTION IX.3. Termination.

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

     SECTION IX.4. Liquidation.

     (a) If an Early  Termination  Event  specified in clause (a), (b) or (d) of
Section  9.2  occurs or upon the  Expiration  Date,  the Issuer  Trust  shall be
liquidated  by the Issuer  Trustees  as  expeditiously  as the  Issuer  Trustees
determine to be possible by distributing,  after  satisfaction of liabilities to
creditors  of the Issuer  Trust as provided by Section  3808(e) of the  Delaware
Business Trust Act and any other applicable law, to each Holder a Like Amount of
Debentures,  subject to Section 9.4(d).  Notice of liquidation shall be given by
the Property Trustee by first-class  mail,  postage prepaid mailed not less than
30 nor more than 60 days prior to the  Liquidation  Date to each Holder of Trust
Securities at such Holder's address  appearing in the Securities  Register.  All
such notices of liquidation shall:

          (i) state the Liquidation Date;

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

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

                                      -54-
<PAGE>


     (b) Except where Section 9.2(c) or 9.4(d)  applies,  in order to effect the
liquidation of the Issuer Trust and  distribution  of the Debentures to Holders,
the Property  Trustee,  either  itself  acting as exchange  agent or through the
appointment of a separate exchange agent, shall establish a record date for such
distribution  (which  shall be not more  than 45 days  prior to the  Liquidation
Date) and 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 9.2(c) or 9.4(d)  applies,  after the  Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding,  (ii)
certificates  representing a Like Amount of Debentures will be issued to Holders
of Trust  Securities  Certificates,  upon  surrender  of such  Trust  Securities
Certificates  to the exchange  agent for  exchange,  (iii) any Trust  Securities
Certificates  not so surrendered for exchange will be deemed to represent a Like
Amount of Debentures  bearing  accrued and unpaid interest in an amount equal to
the accumulated and unpaid  Distributions on such Trust Securities  Certificates
until such  certificates are so surrendered (and until such  certificates are so
surrendered,  no payments of  interest or  principal  will be made to Holders of
Trust Securities  Certificates  with respect to such  Debentures),  and (iv) all
rights of Holders holding Trust Securities will cease,  except the right of such
Holders to receive Debentures upon surrender of Trust Securities Certificates.

     (d) If, upon dissolution of the Trust, notwithstanding the other provisions
of this Section 9.4,  whether because of an order for  dissolution  entered by a
court of competent jurisdiction or otherwise,  distribution of the Debentures in
the manner  provided  herein is  determined  by the  Property  Trustee not to be
practical,  or if an Early  Termination Event specified in clause (c) of Section
9.2 occurs,  the Trust Property  shall be liquidated by the Property  Trustee in
such manner as the Property  Trustee  determines.  In such event,  in connection
with the winding-up of the Issuer Trust, Holders will be entitled to receive out
of the assets of the Issuer Trust available for  distribution to Holders,  after
satisfaction  of  liabilities  to  creditors  of the Issuer Trust as provided by
Section 3808(e) of the Delaware  Business Trust Act and other applicable law, an
amount equal to the Liquidation  Amount per Trust Security plus  accumulated and
unpaid  Distributions  thereon to the date of  payment  (such  amount  being the
"Liquidation  Distribution").  If,  upon any such  winding  up, the  Liquidation
Distribution  can be paid only in part because the Issuer Trust has insufficient
assets available to pay in full the aggregate  Liquidation  Distribution,  then,
subject to the next succeeding sentence, the amounts payable by the Issuer Trust
on  the  Trust  Securities  shall  be  paid  on a pro  rata  basis  (based  upon
Liquidation  Amounts).  The Holder of all the Common Securities will be entitled
to  receive  Liquidation   Distributions  upon  any  such  winding-up  pro  rata
(determined as aforesaid) with Holders of Capital Securities,  except that, if a
Debenture  Event of  Default  specified  in  Section  5.1(1)  or  5.1(2)  of the
Indenture has occurred and is continuing,  the Capital  Securities  shall have a
priority over the Common Securities as provided in Section 4.3.

     SECTION IX.5.  Mergers,  Consolidations,  Amalgamations  or Replacements of
Issuer Trust.

     The Issuer Trust may not merge with or into, consolidate, amalgamate, or be
replaced by,

                                      -55-
<PAGE>

or convey,  transfer  or lease its  properties  and assets  substantially  as an
entirety to any corporation or other body,  except pursuant to this Section 9.5.
At the request of the Holder of all the Common  Securities,  with the consent of
the  Administrative  Trustees,  but  without  the  consent of the Holders of the
Outstanding Capital  Securities,  the Property Trustee and the Delaware Trustee,
the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced
by or convey,  transfer or lease its properties and assets  substantially  as an
entirety  to a trust  organized  as such under the laws of any State;  provided,
that  (i)  such  successor  entity  either  (a)  expressly  assumes  all  of the
obligations of the Issuer Trust with respect to the Capital  Securities,  or (b)
substitutes for the Capital Securities other securities having substantially the
same terms as the Capital Securities (the "Successor Securities") so long as the
Successor  Securities  have the same  priority  as the Capital  Securities  with
respect  to  distributions  and  payments  upon   liquidation,   redemption  and
otherwise,  (ii) a trustee of such successor  entity  possessing the same powers
and duties as the Property  Trustee is appointed to hold the  Debentures,  (iii)
such merger, consolidation,  amalgamation,  replacement, conveyance, transfer or
lease does not cause the Capital Securities (including any Successor Securities)
to be downgraded by any nationally  recognized  statistical rating  organization
that  then  assigns  a rating  to the  Capital  Securities,  (iv)  such  merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely  affect the rights,  preferences  and privileges of the holders of the
Capital Securities (including any Successor Securities) in any material respect,
(v) such successor entity has a purpose  substantially  identical to that of the
Issuer  Trust,   (vi)  prior  to  such  merger,   consolidation,   amalgamation,
replacement,  conveyance,  transfer  or lease,  the  Depositor  has  received an
Opinion  of  Counsel  to  the  effect  that  (a)  such  merger,   consolidation,
amalgamation,  replacement,  conveyance,  transfer  or lease does not  adversely
affect the  rights,  preferences  and  privileges  of the Holders of the Capital
Securities (including any Successor Securities) in any material respect, and (b)
following such merger,  consolidation,  amalgamation,  replacement,  conveyance,
transfer or lease,  neither the Issuer Trust nor such  successor  entity will be
required to register as an "investment  company"  under the  Investment  Company
Act, and (vii) the Depositor or its permitted  transferee owns all of the common
securities of such  successor  entity and  guarantees  the  obligations  of such
successor entity under the Successor  Securities at least to the extent provided
by the Guarantee  Agreement.  Notwithstanding  the  foregoing,  the Issuer Trust
shall not, except with the consent of holders of all of the Capital  Securities,
consolidate,  amalgamate,  merge  with or into,  or be  replaced  by or  convey,
transfer or lease its properties and assets  substantially as an entirety to any
other entity or permit any other entity to consolidate,  amalgamate,  merge with
or into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance,  transfer  or lease would  cause the Issuer  Trust or the  successor
entity to be  taxable as a  corporation  or  classified  as other than a grantor
trust for United States Federal income tax purposes.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

                                      -56-
<PAGE>


     SECTION X.1. Limitation of Rights of Holders.

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

     SECTION X.2. Amendment.

     (a) This Trust  Agreement  may be amended from time to time by the Property
Trustee,  the  Administrative  Trustees and the Holder of the Common Securities,
without  the  consent  of the  Delaware  Trustee  or any  Holder of the  Capital
Securities,  (i) to cure any  ambiguity,  correct or  supplement  any  provision
herein that 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,  which shall not be  inconsistent  with the other  provisions of this
Trust Agreement,  or (ii) to modify,  eliminate or add to any provisions of this
Trust  Agreement  to such extent as shall be necessary to ensure that the Issuer
Trust will not be taxable as a  corporation  or will be  classified as a grantor
trust for United States  Federal income tax purposes at all times that any Trust
Securities  are  Outstanding  or to ensure  that the  Issuer  Trust  will not be
required to register as an "investment  company"  under the  Investment  Company
Act;  provided,  however,  that in either case (i) or (ii) such action shall not
adversely  affect in any material  respect the interests of the Delaware Trustee
or any Holder.

     (b) Except as provided in Section  10.2(c)  hereof,  any  provision of this
Trust  Agreement  may be amended by the  Property  Trustee,  the  Administrative
Trustees  and the Holder of the Common  Securities,  without  the consent of the
Delaware Trustee,  and with (i) the consent of Holders of at least a Majority in
Liquidation  Amount of the Capital  Securities,  and (ii)  receipt by the Issuer
Trustees  of an Opinion of Counsel  to the  effect  that such  amendment  or the
exercise of any power  granted to the Issuer  Trustees in  accordance  with such
amendment  will not cause the Issuer Trust to be taxable as a corporation  or as
other than a grantor  trust for United  States  Federal  income tax  purposes or
affect the Issuer Trust's exemption from status as an "investment company" under
the Investment Company Act.

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

                                      -57-
<PAGE>


not be amended.

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

     (e) Notwithstanding  anything in this Trust Agreement to the contrary,  (i)
without the consent of the Depositor and the Administrative Trustees, this Trust
Agreement may not be amended in a manner that imposes any additional  obligation
on the Depositor or the Administrative Trustees, and (ii) without the consent of
the Delaware  Trustee,  this Trust Agreement may not be amended in a manner that
imposes any additional obligation on the Delaware Trustee.

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

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

     SECTION X.3. Separability.

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

     SECTION X.4. Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS,
THE ISSUER TRUST,  THE  DEPOSITOR  AND THE ISSUER  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  REFERENCE  TO ITS
CONFLICT OF LAW  PROVISIONS.  THE  PROVISIONS OF SECTION 3540 OF TITLE 12 OF THE
DELAWARE CODE SHALL NOT APPLY TO THIS TRUST.

     To the  fullest  extent  permitted  by  Delaware  law,  there  shall not be
applicable to the Issuer

                                      -58-
<PAGE>

Trust,  the  Issuer  Trustees  or this Trust  Agreement  any  provisions  of law
(whether  statutory  or common) of the State of  Delaware  pertaining  to trusts
(other  than the  Delaware  Business  Trust Act) that relate to or regulate in a
manner  inconsistent  with the terms  hereof  (a) the  filing  with any court or
governmental  body or agent of trustee accounts or schedules of trustee fees and
charges,  (b)  affirmative  requirements  to post bonds for trustees,  officers,
agents or employees of a trust, (c) the  acquisition,  holding or disposition of
any proprty,  (d) the allocation of receipts and expenditures between income and
principal,  (e) restrictions or limitation on the permissible nature,  amount or
concentration  of trust  investment  or  requirements  relating to the  titling,
storage  or other  manner of  holding  or  investing  trust  assets,  or (f) the
establishment of fiduciary or other standards of  responsibility  or limitations
on the acts or poers of trustees  that are  inconsistent  (whether  more or less
restrictive) with this provision.

     SECTION X.5. Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business  Day,  then such payment need not be made on such date but may
be made on the next  succeeding  day that is a Business Day (except as otherwise
provided  in  Sections  4.1(a)  and  4.2(d)),  with the same force and effect as
though  made on the date  fixed for such  payment,  and no  Distributions  shall
accumulate on such unpaid amount for the period after such date.

     SECTION X.6. Successors.

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

     SECTION X.7. Headings.

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

     SECTION X.8. Reports, Notices and Demands.

     (a) Any report, notice, demand or other communication that by any provision
of this Trust  Agreement  is required or  permitted  to be given or served to or
upon any  Holder or the  Depositor  may be given or served in writing by deposit
thereof,  first-class  postage prepaid, in the United States mail, hand delivery
or facsimile transmission,  in each case, addressed, (a) in the case of a Holder
of Capital  Securities,  to such  Holder as such  Holder's  name and address may
appear  on the  Securities  Register;  and (b) in the case of the  Holder of the
Common  Securities or the Depositor,  to Centura  Banks,  Inc., 134 North Church
Street, Rocky Mount, North Carolina 27802, Attention:  Secretary, facsimile no.:
(919) 977-4800, or to such other address as may be

                                      -59-
<PAGE>


specified  in a written  notice by the  Holder of the Common  Securities  or the
Depositor,  as the case may be, to the Property Trustee.  Such notice, demand or
other  communication  to  or  upon  a  Holder  shall  be  deemed  to  have  been
sufficiently  given or made, for all purposes,  upon hand  delivery,  mailing or
transmission.  Such  notice,  demand  or  other  communication  to or  upon  the
Depositor  shall be  deemed to have  been  sufficiently  given or made only upon
actual receipt of the writing by the Depositor.

     (b) Any notice, demand or other communication that by any provision of this
Trust  Agreement  is required or  permitted to be given or served to or upon the
Issuer Trust or any Issuer  Trustee 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 the
Property Trustee to State Street Bank and Trust Company, 2 International  Place,
4th Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Division; (b)
with respect to the Delaware  Trustee,  to Delaware  Trust  Capital  Management,
Inc., 900 N. Market Street, Second Floor, 5-4-82-12, Wilmington, Delaware 19801,
Attention:  Corporate Trust; (c) in the case of the Administrative  Trustees, to
them at the  address  above for  notices to the  Depositor,  marked  "Attention:
Administrative  Trustees of Centura Capital Trust I"; and (d) in the case of the
Issuer Trust, to its principal executive office specified in Section 2.2, with a
copy  to  each  of  the  Property   Trustee,   the  Delaware   Trustee  and  the
Administrative  Trustees, or, in each such case, to such other address as may be
specified in a written notice by the applicable  Person to the Property Trustee,
the Depositor and the Holders.  Such notice, demand or other communication to or
upon the Property Trustee, the Delaware Trustee, the Administrative  Trustees or
the Issuer  Trust shall be deemed to have been  sufficiently  given or made only
upon  actual  receipt  of the  writing by the  Property  Trustee,  the  Delaware
Trustee, such Administrative Trustees or the Issuer Trust, as the case may be.

     SECTION X.9. Agreement Not to Petition.

     Each of the Issuer  Trustees and the Depositor agree for the benefit of the
Holders  that,  until at least one year and one day after the  Issuer  Trust has
been  terminated in accordance  with Article IX, they shall not file, or join in
the  filing of, a  petition  against  the  Issuer  Trust  under any  bankruptcy,
insolvency,  reorganization  or other similar law  (including  the United States
Bankruptcy  Code)  (collectively,  "Bankruptcy  Laws") or otherwise  join in the
commencement  of any  proceeding  against the Issuer Trust under any  Bankruptcy
Law. The Property  Trustee and the Depositor  agree, for the benefit of Holders,
that if the  Depositor or any Issuer  Trustee  takes action in violation of this
Section  10.9,  then at the expense of the  Depositor,  the Property  Trustee or
Depositor, as the case may be, shall file an answer with the bankruptcy court or
otherwise  properly contest the filing of such petition by the Depositor against
the Issuer Trust or the  commencement  of such action and raise the defense that
the  Depositor  has  agreed in  writing  not to take such  action  and should be
estopped and precluded therefrom and such other defenses, if any, as counsel for
the Issuer Trustees or the Issuer Trust may assert.

     SECTION X.10. Trust Indenture Act; Conflict with Trust Indenture Act.

                                      -60-
<PAGE>


     (a) Except as otherwise  expressly provided herein, the Trust Indenture Act
shall  apply as a matter of  contract to this Trust  Agreement  for  purposes of
interpretation,  construction and defining the rights and obligations hereunder,
and this Trust Agreement, the Depositor and the Property Trustee shall be deemed
for all purposes hereof to be subject to and governed by the Trust Indenture Act
to the same extent as would be the case if this Trust  Agreement  were qualified
under  that Act on the date  hereof.  Except  as  otherwise  expressly  provided
herein,  if and to the extent that any provision of this Trust Agreement limits,
qualifies  or  conflicts  with  the  duties  imposed  by  Sections  310 to  317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

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

     (c) 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 Issuer Trust.

     SECTION X.11.  Acceptance of Terms of Trust Agreement,  Guarantee Agreement
and Indenture.

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

     This Trust Agreement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

                                      -61-
<PAGE>


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

                                        CENTURA BANKS, INC.
                                        as Depositor


                                        By: /s/ Frank L. Pattillo
                                      Name:     Frank L. Pattillo
                                           Title: Executive Officer


                                        STATE STREET BANK AND TRUST COMPANY
                                        as Property Trustee

                                        By: /s/ Paul D. Allen
                                      Name:     Paul D. Allen
                                           Title: Vice President


                                        DELAWARE TRUST CAPITAL MANAGEMENT, INC.
                                        as Delaware Trustee


                                        By: /s/ Richard N. Smith
                                      Name:     Richard N. Smith
                                           Title: Vice President



                                        By: /s/ Frank L. Pattillo
                                          Name: Frank L. Pattillo
                                          as Administrative Trustee



                                        By: /s/ Joseph, A. Smith
                                          Name: Joseph A. Smith, Jr.
                                          as Administrative Trustee

                                      -62-