<PAGE>   1
                                                                     EXHIBIT 4.5


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





                         TEAM FINANCIAL CAPITAL TRUST I




                      AMENDED AND RESTATED TRUST AGREEMENT





                                      among




                       TEAM FINANCIAL, INC., as Depositor



                  WILMINGTON TRUST COMPANY, as Property Trustee



                 WILMINGTON TRUST COMPANY, as Delaware Trustee,



                                       and



                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN





                         Dated as of _________ __, 2001





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



<PAGE>   2




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                PAGE
<S>                        <C>                                                                                  <C>
ARTICLE I                  DEFINED TERMS..........................................................................2

       Section 101.        Definitions............................................................................2

ARTICLE II                 ESTABLISHMENT OF THE TRUST............................................................10

       Section 201.        Name..................................................................................10
       Section 202.        Office of the Delaware Trustee; Principal Place of Business...........................11
       Section 203.        Initial Contribution of Trust Property; Organizational Expenses.......................11
       Section 204.        Issuance of the Preferred Securities..................................................11
       Section 205.        Issuance of the Common Securities; Subscription and Purchase of the
                               Debentures........................................................................11
       Section 206.        Declaration of Trust..................................................................12
       Section 207.        Authorization to Enter into Certain Transactions......................................12
       Section 208.        Assets of Trust.......................................................................16
       Section 209.        Title to Trust Property...............................................................16

ARTICLE III                PAYMENT ACCOUNT.......................................................................16

       Section 301.        Payment Account.......................................................................16

ARTICLE IV                 DISTRIBUTIONS; REDEMPTION.............................................................16

       Section 401.        Distributions.........................................................................16
       Section 402.        Redemption............................................................................17
       Section 403.        Subordination of the Common Securities................................................19
       Section 404.        Payment Procedures....................................................................20
       Section 405.        Tax Returns and Reports...............................................................20
       Section 406.        Payment of Taxes, Duties, Etc. of the Trust...........................................20
       Section 407.        Payments under the Indenture..........................................................21

ARTICLE V                  THE TRUST SECURITIES CERTIFICATES.....................................................21

       Section 501.        Initial Ownership.....................................................................21
       Section 502.        The Trust Securities Certificates.....................................................21
       Section 503.        Execution, Authentication and Delivery of the Trust Securities
                               Certificates......................................................................21
       Section 503A.       Global Preferred Security.............................................................22
       Section 504.        Registration of Transfer and Exchange of the Preferred Securities
                               Certificates......................................................................23
       Section 505.        Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates....................24
       Section 506.        Persons Deemed the Securityholders....................................................24
       Section 507.        Access to List of the Securityholders' Names and Addresses............................25
</TABLE>


<PAGE>   3
<TABLE>
<S>                        <C>                                                                                  <C>
       Section 508.        Maintenance of Office or Agency.......................................................25
       Section 509.        Appointment of the Paying Agent.......................................................25
       Section 510.        Ownership of the Common Securities by the Depositor...................................26
       Section 511.        The Trust Securities Certificates.....................................................26
       Section 512.        [Reserved]............................................................................26
       Section 513.        Notices...............................................................................26
       Section 514.        Rights of the Securityholders.........................................................26

ARTICLE VI                 ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING.........................................27

       Section 601.        Limitations on Voting Rights..........................................................27
       Section 602.        Notice of Meetings....................................................................28
       Section 603.        Meetings of the Preferred Securityholders.............................................28
       Section 604.        Voting Rights.........................................................................29
       Section 605.        Proxies, Etc. ........................................................................29
       Section 606.        Securityholder Action by Written Consent..............................................29
       Section 607.        Record Date for Voting and Other Purposes.............................................29
       Section 608.        Acts of the Securityholders...........................................................30
       Section 609.        Inspection of Records.................................................................30

ARTICLE VII                REPRESENTATIONS AND WARRANTIES........................................................31

       Section 701.        Representations and Warranties of the Bank and the Property Trustee...................31
       Section 702.        Representations and Warranties of the Delaware Bank and the Delaware
                               Trustee...........................................................................32
       Section 703.        Representations and Warranties of the Depositor.......................................33

ARTICLE VIII               TRUSTEES..............................................................................34

       Section 801.        Certain Duties and Responsibilities...................................................34
       Section 802.        Certain Notices.......................................................................35
       Section 803.        Certain Rights of the Property Trustee................................................35
       Section 804.        Not Responsible for Recitals or Issuance of Securities................................38
       Section 805.        May Hold Securities...................................................................38
       Section 806.        Compensation; Indemnity; Fees.........................................................38
       Section 807.        Corporate Property Trustee Required; Eligibility of Trustees..........................38
       Section 808.        Conflicting Interests.................................................................39
       Section 809.        Co-Trustees and Separate Trustee......................................................39
       Section 810.        Resignation and Removal; Appointment of Successor.....................................40
       Section 811.        Acceptance of Appointment by Successor................................................42
       Section 812.        Merger, Conversion, Consolidation or Succession to Business...........................42
       Section 813.        Preferential Collection of Claims Against Depositor or Trust..........................43
       Section 814.        Reports by the Property Trustee.......................................................43
       Section 815.        Reports to the Property Trustee.......................................................43
       Section 816.        Evidence of Compliance with Conditions Precedent......................................43
</TABLE>

                                      -ii-
<PAGE>   4
<TABLE>
<S>                        <C>                                                                                  <C>
       Section 817.        Number of Trustees....................................................................43
       Section 818.        Delegation of Power...................................................................44
       Section 819.        Voting................................................................................44

ARTICLE IX                 TERMINATION, LIQUIDATION AND MERGER...................................................44

       Section 901.        Termination upon Expiration Date......................................................44
       Section 902.        Early Termination.....................................................................44
       Section 903.        Termination...........................................................................45
       Section 904.        Liquidation...........................................................................45
       Section 905.        Mergers, Consolidations, Amalgamations or Replacements of the Trust...................46

ARTICLE X                  MISCELLANEOUS PROVISIONS..............................................................48

       Section 1001.       Limitation of Rights of the Securityholders...........................................48
       Section 1002.       Amendment.............................................................................48
       Section 1003.       Separability..........................................................................49
       Section 1004.       Governing Law.........................................................................49
       Section 1005.       Payments Due on Non-Business Day......................................................49
       Section 1006.       Successors............................................................................50
       Section 1007.       Headings..............................................................................50
       Section 1008.       Reports, Notices and Demands..........................................................50
       Section 1009.       Agreement Not to Petition.............................................................50
       Section 1010.       Trust Indenture Act; Conflict with Trust Indenture Act................................51
       Section 1011.       Acceptance of Terms of the Trust Agreement, the Guarantee and the
                               Indenture.........................................................................51
</TABLE>


EXHIBITS

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


                                     -iii-
<PAGE>   5



                              CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>

SECTION OF                                                                                       SECTION OF AMENDED
TRUST INDENTURE ACT                                                                                    AND RESTATED
OF 1939, AS AMENDED                                                                                 TRUST AGREEMENT
<S>                                                                                              <C>
310(a)(1)......................................................................................................807
310(a)(2)......................................................................................................807
310(a)(3)......................................................................................................807
310(a)(4)...............................................................................................207(a)(ii)
310(b).........................................................................................................808
311(a).........................................................................................................813
311(b).........................................................................................................813
312(a).........................................................................................................507
312(b).........................................................................................................507
312(c).........................................................................................................507
313(a)......................................................................................................814(a)
313(a)(4)...................................................................................................814(b)
313(b)......................................................................................................814(b)
313(c)........................................................................................................1008
313(d)......................................................................................................814(c)
314(a).........................................................................................................815
314(b)..............................................................................................Not Applicable
314(c)(1)......................................................................................................816
314(c)(2)......................................................................................................816
314(c)(3)...........................................................................................Not Applicable
314(d)..............................................................................................Not Applicable
314(e)....................................................................................................101, 816
315(a)..............................................................................................801(a), 803(a)
315(b)...................................................................................................802, 1008
315(c)......................................................................................................801(a)
315(d)....................................................................................................801, 803
316(a)(2)...........................................................................................Not Applicable
316(b)..............................................................................................Not Applicable
316(c).........................................................................................................607
317(a)(1)...........................................................................................Not Applicable
317(a)(2)...........................................................................................Not Applicable
317(b).........................................................................................................509
318(a)........................................................................................................1010
</TABLE>


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


                                      -iv-
<PAGE>   6


                      AMENDED AND RESTATED TRUST AGREEMENT

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of ___________ __, 2001,
among (a) TEAM FINANCIAL, INC., a Kansas corporation (including any successors
or assigns, the "Depositor"), (b) WILMINGTON TRUST COMPANY, a Delaware banking
corporation duly organized and existing under the laws of Delaware, as property
trustee (the "Property Trustee" and, in its separate corporate capacity and not
in its capacity as Property Trustee, the "Bank"), (c) WILMINGTON TRUST COMPANY,
a Delaware banking corporation duly organized and existing under the laws of the
State of Delaware, as Delaware trustee (the "Delaware Trustee," and, in its
separate corporate capacity and not in its capacity as Delaware Trustee, the
"Delaware Bank"), (d) Robert J. Weatherbie, an individual, Michael L. Gibson, an
individual, and Gregory S. Schreacke, an individual, each of whose address is
c/o Team Financial, Inc., 8 West Peoria, Suite 200, Paola, Kansas 66071 (each an
"Administrative Trustee" and collectively the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees"), and (e) the several Holders (as hereinafter
defined).


                                    RECITALS

         WHEREAS, the Depositor, the Delaware Trustee, and Robert J. Weatherbie,
Michael L. Gibson and Gregory S. Schreacke, each as an Administrative Trustee,
have heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act (as hereinafter defined) by the entering into of
that certain Trust Agreement, dated as of ___________, 2001 (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 _________ ___, 2001, the form of which is
attached as Exhibit A; and

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

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



<PAGE>   7

                                    ARTICLE I


                                  DEFINED TERMS

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

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

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

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

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

         "Act" has the meaning specified in Section 608.

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

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

         "Administrative Trustee" means each of Robert J. Weatherbie, Michael L.
Gibson and Gregory S. Schreacke, solely in his or her capacity as Administrative
Trustee of the Trust formed and continued hereunder and not in his or her
individual capacity, or such Administrative Trustee's successor in interest in
such capacity, or any successor trustee appointed as herein provided.

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




                                      -2-
<PAGE>   8

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

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

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

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

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

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

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

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



                                      -3-
<PAGE>   9

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

         "Change in 1940 Act Law" shall have the meaning set forth in the
definition of "Investment Company Event."

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

         "Clearing Agency Participant" means a broker, dealer, bank or 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 date of execution and delivery of this Trust
Agreement.

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

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

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

         "Common Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $10 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

         "Company" means Team Financial, Inc., a Kansas corporation and
registered bank holding company under the Bank Holding Company Act of 1956, as
amended.

         "Corporate Trust Office" means the office at which, at any particular
time, the corporate trust business of the Property Trustee or the Debenture
Trustee, as the case may be, shall be principally administered, which office at
the date hereof, in each such case, is located at Rodney Square North, 1100
North Market Street, Wilmington, Delaware, Attention: Corporate Trust
Administration.

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

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



                                      -4-
<PAGE>   10

         "Debenture Tax Event" means a "Tax Event" as specified in Section 1.1
of the Indenture.

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

         "Debentures" means the $__________ (or $_________ if the Underwriters
exercise their Option as such term is defined in the Underwriting Agreement)
aggregate principal amount of the Depositor's ___% Subordinated Debentures due
2031, issued pursuant to the Indenture.

         "Definitive Preferred Securities Certificates" means Preferred
Securities Certificates issued in certificated, fully registered form as
provided in Section 511.

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

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

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

         "Depositary" means DTC or any successor thereto.

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

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

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

         "DTC" means The Depository Trust Company.

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

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

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

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



                                      -5-
<PAGE>   11

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

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

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

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

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

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

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

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

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

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

         "Indenture" means the Indenture, dated as of ____________, 2001,
between the Depositor and the Debenture Trustee, as trustee, as amended or
supplemented from time to time, pertaining to the Debentures of the Depositor.

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



                                      -6-
<PAGE>   12

         "Investment Company Event" means the receipt by the Trust and the
Depositor of an Opinion of Counsel, rendered by a law firm having a recognized
national tax and securities law practice within a reasonable period of time
after the applicable occurrence, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), the Trust is or
shall be considered an "investment company" that is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of original issuance of the Preferred Securities under this
Trust Agreement.

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

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

         "Liquidation Amount" means the stated amount of $10 per Trust Security.

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

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

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

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

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



                                      -7-
<PAGE>   13

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

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

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

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

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

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

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

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

                  (c) the Preferred Securities which have been paid or in
         exchange for or in lieu of which other Preferred Securities have been
         executed and delivered pursuant to Sections 504, 505, 511 and 514;
         provided, however, that in determining whether the Holders of the
         requisite Liquidation Amount of the Outstanding Preferred Securities
         have given any request, demand, authorization, direction, notice,
         consent or waiver hereunder, the Preferred Securities owned by the
         Depositor, any Trustee or any Affiliate of the Depositor or any Trustee
         shall be disregarded and deemed not to be Outstanding, except that (i)
         in determining whether any Trustee shall be protected in relying upon
         any such request, demand, authorization, direction, notice, consent or
         waiver, only the Preferred Securities that such Trustee knows to be so
         owned shall be so disregarded; and (ii) the foregoing shall not apply
         at any time when all of the Outstanding Preferred Securities are owned
         by the Depositor, one or more of the Trustees and/or any such
         Affiliate. The Preferred Securities so owned which have been pledged in
         good faith may be regarded as Outstanding if the pledgee establishes to
         the satisfaction of the Administrative Trustees the pledgee's right so
         to act with respect to such Preferred Securities and the pledgee is not
         the Depositor or any other Obligor upon the Preferred Securities or a
         Person directly




                                      -8-
<PAGE>   14

         or indirectly controlling or controlled by or under direct or indirect
         common control with the Depositor or any Affiliate of the Depositor.

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

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

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

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

         "Preferred Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $10 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

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

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

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

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

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




                                      -9-
<PAGE>   15

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

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

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

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

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

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

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

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

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
_________ __, 2001, among the Trust, the Depositor, Howe Barnes Investments,
Inc. and ___________________, as representatives of the several Underwriters
named therein, and the Underwriters named therein.

         "Underwriters" shall have the meaning specified in the Underwriting
Agreement.


                                   ARTICLE II


                           ESTABLISHMENT OF THE TRUST

         Section 201. Name. The Trust continued hereby shall be known as "Team
Financial Capital Trust I," as such name may be modified from time to time by
the Administrative




                                      -10-
<PAGE>   16

Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees may engage in the transactions
contemplated hereby, make and execute contracts and other instruments on behalf
of the Trust and sue and be sued.

         Section 202. Office of the Delaware Trustee; Principal Place of
Business. The address of the Delaware Trustee in the State of Delaware is c/o
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or
such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Securityholders and the Depositor. The
principal executive office of the Trust is c/o Team Financial, Inc., 8 West
Peoria, Suite 200, Paola, Kansas 66071, Attention: Chief Executive Officer.

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

         Section 204. Issuance of the Preferred Securities. On ___________ __,
2001, the Depositor, on behalf of the Trust and pursuant to the Original Trust
Agreement, executed and delivered the Underwriting Agreement. Contemporaneously
with the execution and delivery of this Trust Agreement, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Section 502,
and deliver in accordance with the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the Persons entitled thereto, in an
aggregate amount of ____________ Preferred Securities having an aggregate
Liquidation Amount of $________ against receipt of the aggregate purchase price
of such Preferred Securities of $__________, which amount such Administrative
Trustee shall promptly deliver to the Property Trustee. If the Underwriters
exercise their Option and there is an Option Closing Date (as such term is
defined in the Underwriting Agreement), then an Administrative Trustee, on
behalf of the Trust, shall execute in accordance with Section 502, and deliver
in accordance with the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the Persons entitled thereto in an
aggregate amount of up to _________ Preferred Securities having an aggregate
Liquidation Amount of up to $__________ against receipt of the aggregate
purchase price of such Preferred Securities of up to $__________, which amount
such Administrative Trustee shall promptly deliver to the Property Trustee.

         Section 205. Issuance of the Common Securities; Subscription and
Purchase of the Debentures. (a) Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 502 and deliver to the
Depositor, Common Securities Certificates, registered in the name of the
Depositor, in an aggregate amount of _______ Common Securities having an
aggregate Liquidation Amount of $__________ against payment by the Depositor of
such amount. Contemporaneously therewith, an Administrative Trustee, on behalf
of the Trust, shall subscribe to and purchase from the Depositor Debentures,
registered in the name of the Property Trustee on behalf of the Trust and having
an aggregate principal amount equal to $___________, and, in




                                      -11-
<PAGE>   17

satisfaction of the purchase price for such Debentures, the Property Trustee, on
behalf of the Trust, shall deliver to the Depositor the sum of $____________.

         (b) If the Underwriters exercise the Option and there is an Option
Closing Date, then an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver to the Depositor, Common
Securities Certificates, registered in the name of the Depositor, in an
additional aggregate amount of up to _____ Common Securities having an aggregate
Liquidation Amount of up to $_________ against payment by the Depositor of an
amount equal to the product of $10 multiplied by the number of additional Common
Securities purchased by Depositor. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor, additional Debentures, registered in the name of the
Property Trustee on behalf of the Trust and having an aggregate principal amount
of up to $___________, and, in satisfaction of the purchase price of such
Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the
Depositor up to $__________, such aggregate amount to be equal to the sum of the
amounts received from the Depositor pursuant to the first sentence of this
Section 205(b) and from one of the Administrative Trustees pursuant to the last
sentence of Section 204.

         Section 206. Declaration of Trust. The exclusive purposes and functions
of the Trust are (a) to issue and sell Trust Securities and use the proceeds
from such sale to acquire the Debentures; and (b) to engage in those activities
necessary, advisable or incidental thereto. The Depositor hereby appoints the
Trustees as trustees of the Trust, to have all the rights, powers and duties to
the extent set forth herein, and the Trustees hereby accept such appointment.
The Property Trustee hereby declares that it shall hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Business Trust Act.

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

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



                                      -12-
<PAGE>   18

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

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

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

                           (D) assisting in the designation of the Preferred
                  Securities for inclusion on the Nasdaq National Market or
                  other quotation systems or listing on such other securities
                  exchanges as shall be determined by the Depositor and the
                  registration of the Preferred Securities under the Exchange
                  Act, and the preparation and filing of all periodic and other
                  reports and other documents pursuant to the foregoing;

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

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

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

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

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

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



                                      -13-
<PAGE>   19

                           (A) the establishment of the Payment Account;

                           (B) the receipt of the Debentures;

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

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

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

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

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

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

                           (I) after an Event of Default, the taking of any
                  action incidental to the foregoing as the Property Trustee may
                  from time to time determine is necessary or advisable to give
                  effect to the terms of this Trust Agreement and protect and
                  conserve the Trust Property for the benefit of the
                  Securityholders (without consideration of the effect of any
                  such action on any particular Securityholder);

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

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

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


                                      -14-
<PAGE>   20

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

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

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

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

                  (iii) the preparation for filing by the Trust and execution on
         behalf of the Trust of an application to the Nasdaq National Market or
         a national stock exchange or other organization for listing or
         quotation upon notice of issuance of any Preferred Securities and to
         file or cause an Administrative Trustee to file thereafter with such
         exchange or organization such notifications and documents as may be
         necessary from time to time;

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

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

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

         (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust shall not be deemed to be an "investment
company" required to be registered under the Investment Company Act, shall be
classified as a "grantor trust" and not as an association taxable as a
corporation for United States federal income tax purposes and so that the
Debentures shall be treated as indebtedness of the Depositor for United States
federal income tax purposes. In this connection, subject to Section 1002, the
Depositor and the Administrative Trustees are authorized to take any action and
the Administrative Trustees are



                                      -15-
<PAGE>   21

authorized to direct the Property Trustee in writing to take any action, not
inconsistent with applicable law or this Trust Agreement, that each of the
Depositor and the Administrative Trustees determines in their discretion to be
necessary or desirable for such purposes but in no event shall the Depositor,
Administrative Trustee, or Property Trustee have the power to take any action,
permit any action to be taken, or refrain to act in such a manner, that could
cause the Trust to not be treated as a grantor trust for federal income tax
purposes. The Property Trustee shall take any action so directed by one or more
of the Administrative Trustees. The Administrative Trustee shall not instruct
the Property Trustee to take any action that would violate this Trust Agreement
or applicable law or that would be inconsistent with the Property Trustee's
duties, including its fiduciary duties, hereunder.

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

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


                                   ARTICLE III


                                 PAYMENT ACCOUNT

         Section 301. Payment Account. (a) On or prior to the Closing Date, the
Property Trustee shall establish the Payment Account. The Property Trustee and
any agent of the Property Trustee shall have exclusive control and sole right of
withdrawal with respect to the Payment Account for the purpose of making
deposits and withdrawals from the Payment Account in accordance with this Trust
Agreement. All monies and other property deposited or held from time to time in
the Payment Account shall be held by the Property Trustee in the Payment Account
for the exclusive benefit of the Securityholders and for distribution as herein
provided, including (and subject to) any priority of payments provided for
herein.

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


                                   ARTICLE IV


                            DISTRIBUTIONS; REDEMPTION

         Section 401. Distributions. (a) Distributions on the Trust Securities
shall be cumulative, and shall accumulate whether or not there are funds of the
Trust available for the payment of Distributions. Distributions shall accumulate
from the date of issuance of the Trust Securities, and, except during any
Extended Interest Period with respect to the Debentures, shall be payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year,



                                      -16-
<PAGE>   22

commencing on ____________, 2001. If any date on which a Distribution is
otherwise payable on the Trust Securities is not a Business Day, then the
payment of such Distribution shall be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) except that if such Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day (and
without any reduction in interest or any other payment in respect of any such
acceleration), in each case with the same force and effect as if made on such
date (each date on which distributions are payable in accordance with this
Section 401(a), a "Distribution Date").

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

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

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

         Section 402. Redemption. (a) Only on each Debenture Redemption Date and
at maturity of the Debentures shall the Trust be required to redeem a Like
Amount of Trust Securities at the Redemption Price.

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

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the CUSIP number;



                                      -17-
<PAGE>   23

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

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

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

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

         (d) If the Property Trustee gives a notice of redemption in respect of
any Preferred Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 402(c), the Property Trustee, subject to
Section 402(c), shall, with respect to Preferred Securities held in global form,
deposit with the Clearing Agency for such Preferred Securities, to the extent
available therefor, funds sufficient to pay the applicable Redemption Price and
will give such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Preferred Securities. With respect to
Trust Securities that are not held in global form, the Property Trustee, subject
to Section 402(c), shall deposit with the Paying Agent funds sufficient to pay
the applicable Redemption Price and shall give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the Holders thereof
upon surrender of their Preferred Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities called for redemption shall be payable to the Holders of such
Trust Securities as they appear on the Securities Register for the Trust
Securities on the relevant record dates for the related Distribution Dates. If
notice of redemption shall have been given and funds deposited as required, then
upon the date of such deposit, (i) all rights of Securityholders holding Trust
Securities so called for redemption shall cease, except the right of such
Securityholders to receive the Redemption Price, but without interest, (ii) such
Trust Securities shall cease to be Outstanding, (iii) the Clearing Agency for
the Preferred Securities or its nominee, as the registered Holder of the Global
Preferred Securities Certificate, shall receive a registered global certificate
or certificates representing the Debentures to be delivered upon such
distribution with respect to Preferred Securities held by the Clearing Agency or
its nominee, and (iv) any Trust Securities Certificates not held by the Clearing
Agency for the Preferred Securities or its nominee as specified in clause (iii)
above will be deemed to represent Debentures having a principal amount equal to
the stated Liquidation Amount of the Trust Securities represented thereby and
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on such Trust Securities until such certificates are
presented to the Securities Registrar for transfer or reissuance. In the event
that any date on which any Redemption Price is payable is not a Business Day,
then payment of the




                                      -18-
<PAGE>   24

Redemption Price payable on such date shall be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day (and without any reduction of interest or any other payment in respect of
any such acceleration), in each case with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Depositor pursuant to the Guarantee,
Distributions on such Trust Securities shall continue to accumulate, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid, in
which case the actual payment date shall be the date fixed for redemption for
purposes of calculating the Redemption Price.

         (e) Payment of the Redemption Price on the Trust Securities shall be
made to the record holders thereof as they appear on the Securities Register for
the Trust Securities on the relevant record date, which shall be the date 15
days prior to the relevant Redemption Date.

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

         Section 403. Subordination of the Common Securities. (a) Payment of
Distributions (including Additional Amounts, if applicable) on, and the
Redemption Price of, the Trust Securities, as applicable, shall be made, subject
to Section 402(f), pro rata among the Common Securities and the Preferred
Securities based on the Liquidation Amount of the Trust Securities; provided,
however, that if on any Distribution Date or Redemption Date any Event of
Default resulting from a Debenture Event of Default shall have occurred and be
continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and no other
payment on account of the redemption, liquidation or other



                                      -19-
<PAGE>   25

acquisition of the Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions (including Additional Amounts,
if applicable) on all Outstanding Preferred Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Preferred Securities then called for redemption, shall have been made or
provided for, and all funds immediately available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or the Redemption Price of, the Preferred
Securities then due and payable.

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

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

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

         Section 406. Payment of Taxes, Duties, Etc. of the Trust. Upon receipt
under the Debentures of Additional Payments, the Property Trustee, at the
direction of an Administrative Trustee or the Depositor, shall promptly pay any
taxes, duties or governmental charges of



                                      -20-
<PAGE>   26

whatsoever nature (other than withholding taxes) imposed on the Trust by the
United States or any other taxing authority.

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


                                    ARTICLE V


                        THE TRUST SECURITIES CERTIFICATES

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

         Section 502. The Trust Securities Certificates. The Preferred
Securities Certificates shall be issued in minimum denominations of the
Liquidation Amount and integral multiples of such Liquidation Amount in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of the Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. The Trust Securities
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Trust Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 504, 511
and 514.

         Section 503. Execution, Authentication and Delivery of the Trust
Securities Certificates. (a) On the Closing Date and, if applicable, the Option
Closing Date, as such term is defined in the Underwriting Agreement, the
Administrative Trustees shall cause Trust Securities Certificates, in an
aggregate Liquidation Amount as provided in Sections 204 and 205, to be executed
on behalf of the Trust by the manual or facsimile signature of at least one of
the Administrative Trustees and delivered to or upon the written order of the
Depositor, signed by its Chief Executive Officer, President, any Senior Vice
President, the Treasurer or any Assistant Treasurer without further corporate
action by the Depositor, in authorized denominations.

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



                                      -21-
<PAGE>   27

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

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

         Section 503A. Global Preferred Security. (a) Any Global Preferred
Security issued under this Trust Agreement shall be registered in the name of
the nominee of the Clearing Agency and delivered to such custodian therefor, and
such Global Preferred Security shall constitute a single Preferred Security for
all purposes of this Trust Agreement.

         (b) Notwithstanding any other provision in this Trust Agreement, no
Global Preferred Security may be exchanged for Preferred Securities registered
in the names of persons other than the Depositary or its nominee unless (i) the
Depositary notifies the Administrative Trustees and Property Trustee in writing
that it is unwilling or unable to continue as the Depositary for such Global
Preferred Securities and the Depositor is unable to locate a qualified successor
Depositary, (ii) the Depositor executes and delivers to the Administrative
Trustees and Property Trustee a written order stating that it elects to
terminate the book-entry system through the Depositary or (iii) there shall have
occurred and be continuing a Debenture Event of Default.

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

         (d) Every Preferred Security executed, authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof, whether pursuant to this Article V or
otherwise, shall be executed, authenticated and delivered in the form of, and
shall be, a Global Preferred Security, unless such Global Preferred Security is



                                      -22-
<PAGE>   28

registered in the name of a Person other than the Clearing Agency for such
Global Preferred Security or a nominee thereof.

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

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

         Section 504. Registration of Transfer and Exchange of the Preferred
Securities Certificates. (a) The Depositor shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 508, a register or registers
for the purpose of registering the Trust Securities Certificates and, subject to
the provisions of Section 503A, transfers and exchanges of the Preferred
Securities Certificates (herein referred to as the "Securities Register") in
which the registrar designated by the Depositor (the "Securities Registrar"),
subject to such reasonable regulations as it may prescribe, shall provide for
the registration of the Preferred Securities Certificates and the Common
Securities Certificates (subject to Section 510 in the case of the Common
Securities Certificates) and registration of transfers and exchanges of the
Preferred Securities Certificates as herein provided. The Property Trustee shall
be the initial Securities Registrar.

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

         (c) Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange, subject to the provisions of Section 503A,
shall be accompanied by a



                                      -23-
<PAGE>   29

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

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

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

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

         Section 506. Persons Deemed the Securityholders. The Trustees, the
Paying Agent and the Securities Registrar shall treat the Person in whose name
any Trust Securities Certificate shall be registered in the Securities Register
as the owner of such Trust Securities Certificate for the



                                      -24-
<PAGE>   30

purpose of receiving Distributions and for all other purposes whatsoever, and
neither the Trustees nor the Securities Registrar shall be bound by any notice
to the contrary.

         Section 507. Access to List of the Securityholders' Names and
Addresses. At any time when the Property Trustee is not also acting as the
Securities Registrar, the Administrative Trustees or the Depositor shall furnish
or cause to be furnished to the Property Trustee (a) within five Business Days
of March 15, June 15, September 15 and December 15 in each year, a list, in such
form as the Property Trustee may reasonably require, of the names and addresses
of the Securityholders as of the most recent record date; and (b) promptly after
receipt by any Administrative Trustee or the Depositor of a request therefor
from the Property Trustee in order to enable the Property Trustee to discharge
its obligations under this Trust Agreement, in each case to the extent such
information is in the possession or control of the Administrative Trustees or
the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of the Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act. Each Holder, by receiving and holding a
Trust Securities Certificate, and each owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

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

         Section 509. Appointment of the Paying Agent. The Paying Agent shall
initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee must be acceptable to the Administrative Trustees and the
Depositor. The Paying Agent shall make Distributions to the Securityholders from
the Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Administrative Trustees, the Property Trustee and
the Depositor. In the event that the Property Trustee shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Administrative Trustees shall appoint a successor (which shall be a
bank or trust company) that is acceptable to the Property Trustee and the
Depositor to act as the Paying Agent. The Administrative Trustees shall cause
such



                                      -25-
<PAGE>   31

successor Paying Agent or any additional Paying Agent appointed by the
Administrative Trustees to execute and deliver to the Trustees an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Trustees that as Paying Agent, such successor Paying Agent or additional
Paying Agent shall hold all sums, if any, held by it for payment to the
Securityholders in trust for the benefit of the Securityholders entitled thereto
until such sums shall be paid to such Securityholders. The Paying Agent shall
return all unclaimed funds to the Property Trustee and, upon removal of a Paying
Agent, such Paying Agent shall also return all funds in its possession to the
Property Trustee. The provisions of Sections 801, 803 and 806 shall apply to the
Property Trustee also in its role as the Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other Paying Agent appointed hereunder. Any reference in this Trust Agreement to
the Paying Agent shall include any co-paying agent unless the context requires
otherwise.

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

         Section 511. The Trust Securities Certificates. (a) The Preferred
Securities Certificates shall be issued in the form of one or more fully
registered Global Preferred Securities Certificates which will be deposited with
or on behalf of the Clearing Agency and registered in the name of the Clearing
Agency's nominee. Unless and until it is exchangeable in whole or in part for
the Preferred Securities in definitive form, a global security may not be
transferred except as a whole by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or
another nominee of the Clearing Agency or by the Clearing Agency or any such
nominee to a successor of such Clearing Agency or a nominee of such successor.

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

         Section 512. [Reserved].

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

         Section 514. Rights of the Securityholders. (a) The legal title to the
Trust Property is vested exclusively in the Property Trustee (in its capacity as
such) in accordance with Section 209, and the Securityholders shall not have any
right or title therein other than the




                                      -26-
<PAGE>   32

undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights. When issued and delivered to Holders
of the Preferred Securities against payment of the purchase price therefor, the
Preferred Securities shall be fully paid and nonassessable interests in the
Trust. The Holders of the Preferred Securities, in their capacities as such,
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

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

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


                                   ARTICLE VI


                  ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING

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

         (b) So long as any Debentures are held by the Property Trustee, on
behalf of the Trust, the Trustees shall not (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Debenture
Trustee, or executing any trust or power conferred on the Debenture Trustee with
respect to such Debentures; (ii) waive any past default which is waivable under
Article VII of the Indenture; (iii) exercise any right to rescind or annul a
declaration that



                                      -27-
<PAGE>   33

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 all the
Outstanding Trust Securities; provided, however, that where a consent under the
Indenture would require the consent of each holder of outstanding Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior written consent of each Holder of the Trust Securities. The Trustees
shall not revoke any action previously authorized or approved by a vote of the
Holders of the Outstanding Trust Securities, except when authorized by a
subsequent vote of the Holders of the Outstanding Trust Securities. The Property
Trustee shall notify each Holder of the Outstanding Preferred Securities of any
notice of default received from the Debenture Trustee with respect to the
Debentures. In addition to obtaining the foregoing approvals of the Holders of
the Outstanding Trust Securities, prior to taking any of the foregoing actions,
the Trustees shall, at the expense of the Depositor, obtain an Opinion of
Counsel experienced in such matters to the effect that the Trust shall continue
to be classified as a grantor trust and not as an association taxable as a
corporation for United States federal income tax purposes on account of such
action.

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

         Section 602. Notice of Meetings. Notice of all meetings of the
Preferred Securityholders, stating the time, place and purpose of the meeting,
shall be given by the Property Trustee pursuant to Section 1008 to each
Preferred Securityholder of record, at his or her registered address, at least
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 603. Meetings of the Preferred Securityholders. (a) No annual
meeting of the Securityholders is required to be held. The Administrative
Trustees, however, shall call a meeting of the Securityholders to vote on any
matter in respect of which the Preferred Securityholders are entitled to vote
upon the written request of the Preferred Securityholders of 25% of the
Outstanding Preferred Securities (based upon their aggregate Liquidation Amount)
and the Administrative Trustees or the Property Trustee may, at any time in
their discretion, call a meeting of the Preferred Securityholders to vote on any
matters as to which the Preferred Securityholders are entitled to vote.



                                      -28-
<PAGE>   34


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

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

         Section 604. Voting Rights. The Securityholders shall be entitled to
one vote for each dollar value of Liquidation Amount represented by their Trust
Securities (with any fractional multiple thereof rounded up or down as the case
may be to the closest integral multiple) in respect of any matter as to which
such Securityholders are entitled to vote (and such dollar value shall be $10
per Preferred Security until such time, if any, as the Liquidation Amount is
changed as provided herein).

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

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

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



                                      -29-
<PAGE>   35

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

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

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

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

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

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

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




                                      -30-
<PAGE>   36

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


                                   ARTICLE VII


                         REPRESENTATIONS AND WARRANTIES

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

                  (a) the Bank is a Delaware banking corporation duly organized,
         validly existing and in good standing under the laws of its
         jurisdiction of incorporation;

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

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

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



                                      -31-
<PAGE>   37

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

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

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

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

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

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

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

                  (d) the execution, delivery and performance by the Delaware
         Trustee of this Trust Agreement has been duly authorized by all
         necessary corporate or other action on the part of the Delaware Trustee
         and does not require any approval of stockholders of the Delaware Bank
         and such execution, delivery and performance shall not (i) violate the
         Delaware Bank's charter or by-laws; (ii) violate any provision of, or
         constitute, with or




                                      -32-
<PAGE>   38

         without notice or lapse of time, a default under, or result in the
         creation or imposition of, any Lien on any properties included in the
         Trust Property pursuant to the provisions of, any indenture, mortgage,
         credit agreement, license or other agreement or instrument to which the
         Delaware Bank or the Delaware Trustee is a party or by which it is
         bound; or (iii) violate any law, governmental rule or regulation of the
         United States or the State of Delaware, as the case may be, governing
         the banking or trust powers of the Delaware Bank or the Delaware
         Trustee (as appropriate in context) or any order, judgment or decree
         applicable to the Delaware Bank or the Delaware Trustee;

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

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

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

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

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




                                      -33-
<PAGE>   39

                                  ARTICLE VIII


                                    TRUSTEES

         Section 801. Certain Duties and Responsibilities. (a) The duties and
responsibilities of the Trustees shall be as provided by this Trust Agreement
and, in the case of the Property Trustee, by the Trust Indenture Act.
Notwithstanding the foregoing, no provision of this Trust Agreement shall
require the Trustees to expend or risk their own funds or otherwise incur any
financial liability in the performance of any of their duties hereunder, or in
the exercise of any of their rights or powers, if they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. No Administrative
Trustee nor the Delaware Trustee shall be liable for its act or omissions
hereunder except as a result of its own gross negligence or willful misconduct.
The Property Trustee's liability shall be determined under the Trust Indenture
Act. Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section
801. To the extent that, at law or in equity, the Delaware Trustee or an
Administrative Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to the Securityholders, the Delaware Trustee or
such Administrative Trustee shall not be liable to the Trust or to any
Securityholder for such Trustee's good faith reliance on the provisions of this
Trust Agreement. The provisions of this Trust Agreement, to the extent that they
restrict the duties and liabilities of the Delaware Trustee or the
Administrative Trustees otherwise existing at law or in equity, are agreed by
the Depositor and the Securityholders to replace such other duties and
liabilities of the Delaware Trustee and the Administrative Trustees, as the case
may be.

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

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

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



                                      -34-
<PAGE>   40

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

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

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

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

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

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

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

                  (a) the Property Trustee may rely and shall be protected in
         acting or refraining from acting in good faith upon any resolution,
         Opinion of Counsel, certificate, written representation of a Holder or
         transferee, certificate of auditors or any other certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, appraisal, bond,




                                      -35-
<PAGE>   41

         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 to the extent not inconsistent with the treatment of the
         Trust as a grantor trust for federal income tax purposes; or (ii) in
         construing any of the provisions of this Trust Agreement, the Property
         Trustee finds the same ambiguous or inconsistent with other provisions
         contained herein; or (iii) the Property Trustee is unsure of the
         application of any provision of this Trust Agreement, then, except as
         to any matter as to which the Preferred Securityholders are entitled to
         vote under the terms of this Trust Agreement, the Property Trustee
         shall deliver a notice to the Depositor requesting written instructions
         of the Depositor as to the course of action to be taken and the
         Property Trustee shall take such action, or refrain from taking such
         action, as the Property Trustee shall be instructed in writing to take,
         or to refrain from taking, by the Depositor; provided, however, that if
         the Property Trustee does not receive such instructions of the
         Depositor within ten (10) Business Days after it has delivered such
         notice, or such reasonably shorter period of time set forth in such
         notice (which to the extent practicable shall not be less than two (2)
         Business Days), it may, but shall be under no duty to, take or refrain
         from taking such action not inconsistent with this Trust Agreement as
         it shall deem advisable and in the best interests of the
         Securityholders, in which event the Property Trustee shall have no
         liability except for its own bad faith, negligence or willful
         misconduct;

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

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

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

                  (f) the Property Trustee may consult with counsel of its
         choice (which counsel may be counsel to the Depositor or any of its
         Affiliates) and the advice of such counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon and,
         in accordance with such advice, such counsel may be counsel to the
         Depositor or any of its Affiliates, and may include any of its
         employees; the Property Trustee shall have the right



                                      -36-
<PAGE>   42

         at any time to seek instructions concerning the administration of this
         Trust Agreement from any court of competent jurisdiction;

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

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

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

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

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



                                      -37-
<PAGE>   43

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

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

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

                  (a) to pay to the Trustees from time to time reasonable
         compensation for all services rendered by them hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust, in the case of the
         Property Trustee and the Delaware Trustee as set forth in a written
         agreement between the Depositor and the Property Trustee and the
         Delaware Trustee);

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

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

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

         Section 807. Corporate Property Trustee Required; Eligibility of
Trustees. (a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as




                                      -38-
<PAGE>   44

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

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

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

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

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



                                      -39-
<PAGE>   45

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

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

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

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

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

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

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

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

         Section 810. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee



                                      -40-
<PAGE>   46

pursuant to this Article VIII shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 811.

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

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

         (d) If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any cause, at a time when no Debenture Event of Default shall have occurred and
be continuing, the Common Securityholder, by an Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the successor
Trustee shall comply with the applicable requirements of Section 811. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default shall have
occurred and is continuing, the Preferred Securityholders, by an Act of the
Securityholders of a majority in Liquidation Amount of the Preferred Securities
then Outstanding delivered to the retiring Relevant Trustee, shall promptly
appoint a successor Relevant Trustee or Trustees with respect to the Trust
Securities and the Trust, and such successor Trustee shall comply with the
applicable requirements of Section 811. If an Administrative Trustee shall
resign, be removed or become incapable of acting as an Administrative Trustee,
at a time when a Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by an Act of the Common Securityholder
delivered to an Administrative Trustee, shall promptly appoint a successor
Administrative Trustee or Administrative Trustees with respect to the Trust
Securities and the Trust, and such successor Administrative Trustee or
Administrative Trustees shall comply with the applicable requirements of Section
811. If no successor Relevant Trustee with respect to the Trust Securities shall
have been so appointed by the Common Securityholder or the Preferred
Securityholders and accepted appointment in the manner required by Section 811,
any Securityholder who has been a Securityholder of Trust Securities for six
consecutive months on behalf of himself or herself and all others similarly
situated may petition a court of competent jurisdiction for the appointment of a
successor Relevant Trustee with respect to the Trust Securities.



                                      -41-
<PAGE>   47

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

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

         Section 811. Acceptance of Appointment by Successor. (a) In case of the
appointment hereunder of a successor Relevant Trustee with respect to the Trust
Securities and the Trust, the retiring Relevant Trustee and each successor
Relevant Trustee with respect to the Trust Securities shall execute and deliver
an instrument hereto wherein each successor Relevant Trustee shall accept such
appointment and which 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 Trust and upon the
execution and delivery of such instrument the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein
and each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee with respect to the Trust Securities and the
Trust; but, on request of the Trust or any successor Relevant Trustee such
retiring Relevant Trustee shall duly assign, transfer and deliver to such
successor Relevant Trustee all the Trust Property, all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

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

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

         Section 812. Merger, Conversion, Consolidation or Succession to
Business. Any Person into which the Property Trustee, the Delaware Trustee or
any Administrative Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be



                                      -42-
<PAGE>   48

otherwise qualified and eligible under this Article VIII, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto.

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

         Section 814. Reports by the Property Trustee. (a) The Property Trustee
shall transmit to the Securityholders such reports concerning the Property
Trustee, its actions under this Trust Agreement and the property and funds in
its possession in its capacity as the Property Trustee as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

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

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

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

         Section 817. Number of Trustees. (a) The number of Trustees shall be
five, provided that the Holder of all of the Common Securities by written
instrument may increase or decrease the number of the Administrative Trustees.
The Property Trustee and the Delaware Trustee may be the same Person.

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

         (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in



                                      -43-
<PAGE>   49

the number of the Administrative Trustees shall occur, until such vacancy is
filled by the appointment of an Administrative Trustee in accordance with
Section 810, the Administrative Trustees in office, regardless of their number
(and notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

         Section 818. Delegation of Power. (a) Any Administrative Trustee may,
by power of attorney consistent with applicable law, delegate to any other
natural person over the age of 21 his or her power for the purpose of executing
any documents contemplated in Section 207(a); and

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

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


                                   ARTICLE IX


                       TERMINATION, LIQUIDATION AND MERGER

         Section 901. Termination upon Expiration Date. Unless earlier
dissolved, the Trust shall automatically dissolve on ____________, 2032 (the
"Expiration Date") subject to distribution of the Trust Property in accordance
with Section 904.

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

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

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



                                      -44-
<PAGE>   50

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

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

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

         Section 904. Liquidation. (a) If an Early Termination Event specified
in clause (a), (b), or (d) of Section 902 occurs or upon the Expiration Date,
the Trust shall be liquidated by the Trustees as expeditiously as the Trustees
determine to be possible by distributing, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, to each Securityholder a
Like Amount of Debentures, subject to Section 904(d). Notice of liquidation
shall be given by the Property Trustee by first-class mail, postage prepaid,
mailed not later than 30 nor more than 60 days prior to the Liquidation Date to
each Holder of Trust Securities at such Holder's address appearing in the
Securities Register. All notices of liquidation shall:

                  (i) state the Liquidation Date;

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

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

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



                                      -45-
<PAGE>   51

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

         (d) In the event that, notwithstanding the other provisions of this
Section 904, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution,
winding-up or other termination of the Trust, the Securityholders shall be
entitled to receive out of the assets of the Trust available for distribution to
the Securityholders, after satisfaction of liabilities to creditors of the Trust
as provided by applicable law, an amount equal to the Liquidation Amount per
Trust Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If, upon any such
dissolution, winding-up or termination, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be paid
on a pro rata basis (based upon Liquidation Amounts, subject to Section 407).
The Holder of the Common Securities shall be entitled to receive the Liquidation
Distributions upon any such dissolution, winding-up or termination pro rata
(determined as aforesaid) with the Holders of the Preferred Securities, except
that, if a Debenture Event of Default has occurred and is continuing, the
Preferred Securities shall have a priority over the Common Securities.

         Section 905. Mergers, Consolidations, Amalgamations or Replacements of
the Trust. The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Section 905. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that (a) such successor
entity either (i) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities; or (ii) substitutes for the Preferred
Securities other securities having




                                      -46-
<PAGE>   52

substantially the same terms as the Preferred Securities (the "Successor
Securities") so long as the Successor Securities rank the same as the Preferred
Securities rank in priority with respect to distributions and payments upon
liquidation, redemption and otherwise; (b) the Depositor expressly appoints a
trustee of such successor entity possessing substantially the same powers and
duties as the Property Trustee as the holder of the Debentures; (c) the
Successor Securities are listed or traded, or any Successor Securities shall be
listed or traded upon notification of issuance, on any national securities
exchange or other organization on which the Preferred Securities are then listed
or traded, if any; (d) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect; (e) such successor entity has a
purpose substantially identical to that of the Trust; (f) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel to the effect that (i) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect; and (ii) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity shall be required to register as an "investment company" under the
Investment Company Act; and (g) the Depositor owns all of the Common Securities
of such successor entity and guarantees the obligations of such successor entity
under the Successor Securities at least to the extent provided by the Guarantee,
the Debentures, this Trust Agreement and the Expense Agreement. For purposes of
this Section 905, any such consolidation, merger, sale, conveyance, transfer or
other disposition as a result of which (a) the Company is not the surviving
Person, and (b) the same Person is not both (i) the primary obligor in respect
of the Debentures and (ii) the Guarantor under that certain Preferred Securities
Guarantee Agreement of even date herewith (the "Guarantee") between the Company
and Wilmington Trust Company, shall be deemed to constitute a replacement of the
Trust by a successor entity; provided further that, notwithstanding the
foregoing, in the event that upon the consummation of such a consolidation,
merger, sale, conveyance, transfer or other disposition, the parent company (if
any) of the Company, or its successor, is a bank holding company or financial
holding company or comparably regulated financial institution, such parent
company shall guarantee the obligations of the Trust (and any successor thereto)
under the Preferred Securities (including any Successor Securities) at least to
the extent provided by the Guarantee, the Debentures, the Trust Agreement and
the Expense Agreement. Notwithstanding the foregoing, the Trust shall not,
except with the consent of the Holders of 100% in Liquidation Amount of the
Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to any other Person or permit any other Person to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger or replacement would cause the Trust or the successor
entity to be classified as other than a grantor trust for United States federal
income tax purposes.




                                      -47-
<PAGE>   53

                                    ARTICLE X


                            MISCELLANEOUS PROVISIONS

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

         Section 1002. Amendment. (a) This Trust Agreement may be amended from
time to time by the Trustees and the Depositor, without the consent of any
Securityholders, (i) as provided in Section 811 with respect to acceptance of
appointment by a successor Trustee; (ii) to cure any ambiguity, correct or
supplement any provision herein or therein which may be inconsistent with any
other provision herein or therein, or to make any other provisions with respect
to matters or questions arising under this Trust Agreement, that shall not be
inconsistent with the other provisions of this Trust Agreement; (iii) to modify,
eliminate or add to any provisions of this Trust Agreement to such extent as
shall be necessary to ensure that the Trust shall be classified for United
States federal income tax purposes as a grantor trust at all times that any of
the Trust Securities are Outstanding or to ensure that the Trust shall not be
required to register as an "investment company" under the Investment Company
Act; or (iv) to reduce or increase the Liquidation Amount per Trust Security and
simultaneously to correspondingly increase or decrease the number of Trust
Securities issued and Outstanding solely for the purpose of maintaining the
eligibility of the Preferred Securities for quotation or listing on any national
securities exchange or other organization on which the Preferred Securities are
then quoted or listed (including, if applicable, the Nasdaq National Market);
provided, however, that in the case of clause (ii), such action shall not
adversely affect in any material respect the interests of any Securityholder,
and provided further, that in the case of clause (iv) the aggregate Liquidation
Amount of the Trust Securities Outstanding upon completion of any such reduction
must be the same as the aggregate Liquidation Amount of the Trust Securities
Outstanding immediately prior to such reduction or increase, and any amendments
of this Trust Agreement shall become effective when notice thereof is given to
the Securityholders (or, in the case of an amendment pursuant to clause (iv), as
of the date specified in the notice).

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



                                      -48-
<PAGE>   54

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

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

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

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

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

         (h) Prior to the execution of an amendment to this Trust Agreement, the
Property Trustee shall receive an Opinion of Counsel stating that such amendment
does not conflict with the Trust being treated as a grantor trust for federal
income tax purposes.

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

         Section 1004. Governing Law. This Trust Agreement and the rights and
obligations of each of the Securityholders, the Trust and the Trustees with
respect to this Trust Agreement and the Trust Securities shall be construed in
accordance with and governed by the laws of the State of Delaware (without
regard to its conflict of laws principles).

         Section 1005. Payments Due on Non-Business Day. If the date fixed for
any payment on any Trust Security shall be a day that is not a Business Day,
then such payment need not be made on such date but may be made on the next
succeeding day which is a Business Day, except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the




                                      -49-
<PAGE>   55

immediately preceding Business Day (and without any reduction of interest or any
other payment in respect of any such acceleration), in each case with the same
force and effect as though made on the date fixed for such payment, and no
distribution shall accumulate thereon for the period after such date.

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

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

         Section 1008. Reports, Notices and Demands. Any report, notice, demand
or other communication which by any provision of this Trust Agreement is
required or permitted to be given or served to or upon any Securityholder or the
Depositor may be given or served in writing by deposit thereof, first-class
postage prepaid, in the United States mail, hand delivery or facsimile
transmission, in each case, addressed, (a) in the case of a Preferred
Securityholder, to such Preferred Securityholder as such Securityholder's name
and address may appear on the Securities Register; and (b) in the case of the
Common Securityholder or the Depositor, to Team Financial, Inc., 8 West Peoria,
Suite 200, Paola, Kansas 66071, Attention: Chief Executive Officer, facsimile
no.: (913) 294-4406. Any notice to the Preferred Securityholders shall also be
given to such owners as have, within two years preceding the giving of such
notice, filed their names and addresses with the Property Trustee for that
purpose. Such notice, demand or other communication to or upon a Securityholder
shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration; (b) with respect to the Delaware
Trustee, to Wilmington Trust Company, at the address above; and (c) with respect
to the Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of Team Financial Capital
Trust I, c/o Chief Executive Officer, Team Financial, Inc." Such notice, demand
or other communication to or upon the Trust or the Property Trustee shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Trust or the Property Trustee.

         Section 1009. Agreement Not to Petition. Each of the Trustees and the
Depositor agrees for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, they shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, insolvency, reorganization or other similar law



                                      -50-
<PAGE>   56

(including, without limitation, the United States Bankruptcy Code of 1978, as
amended) (collectively, "Bankruptcy Laws") or otherwise join in the commencement
of any proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor or any of the Trustees takes action in violation of this Section 1009,
the Property Trustee agrees, for the benefit of the Securityholders, that at the
expense of the Depositor (which expense shall be paid prior to the filing), it
shall file an answer with the bankruptcy court or otherwise properly contest the
filing of such petition by the Depositor or such Trustee against the Trust or
the commencement of such action and raise the defense that the Depositor or such
Trustee has agreed in writing not to take such action and should be stopped and
precluded therefrom. The provisions of this Section 1009 shall survive the
termination of this Trust Agreement.

         Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act.
(a) This Trust Agreement is subject to the provisions of the Trust Indenture Act
that are required to be part of this Trust Agreement and shall, to the extent
applicable, be governed by such provisions.

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

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

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

         Section 1011. Acceptance of Terms of the Trust Agreement, the Guarantee
and the Indenture. The receipt and acceptance of a trust security or any
interest therein by or on behalf of a Securityholder or any Beneficial Owner,
without any signature or further manifestation of assent, shall constitute the
unconditional acceptance by the Securityholder and all others having a
beneficial interest in such trust security of all the terms and provisions of
this Trust Agreement and agreement to the subordination provisions and other
terms of the guarantee and the Indenture, and shall constitute the agreement of
the trust, such Securityholder and such others that the terms and provisions of
this Trust Agreement shall be binding, operative and effective as between the
trust and such Securityholder and such others. Without limiting the foregoing,
by acceptance of a preferred security, each holder thereof shall be deemed to
have agreed to treat, for all United States federal income tax and financial
accounting purposes, the debentures as indebtedness of the Company and the
preferred securities as evidencing an undivided beneficial ownership interest in
the Debentures.



                                      -51-
<PAGE>   57

                                          TEAM FINANCIAL, INC., as Depositor



                                          By
                                            Name:  Robert J. Weatherbie
                                            Title: Chief Executive Officer and
                                                   Chairman of the Board



                                          WILMINGTON TRUST COMPANY, as Property
                                            Trustee



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



                                          WILMINGTON TRUST COMPANY, as Delaware
                                             Trustee



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



                                         ---------------------------------------
                                         Robert J. Weatherbie, as Administrative
                                         Trustee



                                         ---------------------------------------
                                         Michael L. Gibson, as Administrative
                                         Trustee



                                         ---------------------------------------
                                         Gregory S. Schreacke, as Administrative
                                         Trustee




                                      -52-
<PAGE>   58






                                    EXHIBIT A


                              CERTIFICATE OF TRUST
                                       OF
                         TEAM FINANCIAL CAPITAL TRUST I

         THIS CERTIFICATE OF TRUST OF TEAM FINANCIAL CAPITAL TRUST I (the
"Trust"), is being duly executed and filed by Wilmington Trust Company, a
Delaware banking corporation, Robert J. Weatherbie, Michael L. Gibson and
Gregory S. Schreacke, each an individual, as trustees, to form a business trust
under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the
"Act").

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

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

                  3. EFFECTIVE DATE. This Certificate of Trust shall be
         effective on ____________ ___, 2001.

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

                                            WILMINGTON TRUST COMPANY, as Trustee



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



                                            ------------------------------------
                                            Robert J. Weatherbie, as
                                            Administrative Trustee



                                            ------------------------------------
                                            Michael L. Gibson, as Administrative
                                            Trustee


                                            ------------------------------------
                                            Gregory S. Schreacke, as
                                            Administrative Trustee




                                      -53-
<PAGE>   59





                                    EXHIBIT B


                      THIS CERTIFICATE IS NOT TRANSFERABLE


CERTIFICATE NUMBER ________________ NUMBER OF COMMON SECURITIES ________________


                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                         TEAM FINANCIAL CAPITAL TRUST I


                                COMMON SECURITIES
                   LIQUIDATION AMOUNT $10 PER COMMON SECURITY

         TEAM FINANCIAL CAPITAL TRUST I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
TEAM FINANCIAL, INC. (the "Holder") is the registered owner of
____________________________________ (________________) common securities of the
Trust representing undivided beneficial interests in the assets of the Trust and
designated the Common Securities (liquidation amount $10 per Common Security)
(the "Common Securities"). In accordance with Section 510 of the Trust Agreement
(as defined below), the Common Securities are not transferable and any attempted
transfer hereof shall be void. The designations, rights, privileges,
restrictions, preferences, and other terms and provisions of the Common
Securities are set forth in, and this certificate and the Common Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of _____________, 2001, as the same may be amended from time to time (the
"Trust Agreement"), including the designation of the terms of the Common
Securities as set forth therein. The Trust shall furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

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

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ____ day of ____________ 2001.

                                        TEAM FINANCIAL CAPITAL TRUST I



                                        By
                                           Name:  Robert J. Weatherbie
                                           Title:  Administrative Trustee



<PAGE>   60






                                    EXHIBIT C


                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
June __, 2001 between TEAM FINANCIAL, INC., a Kansas corporation (the
"Company"), and TEAM FINANCIAL CAPITAL TRUST I, a Delaware business trust (the
"Trust").


                                    RECITALS

         WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive ___% Subordinated Debentures due 2031 (the
"Debentures") from, the Company and to issue and sell Team Financial Capital
Trust I ____% Cumulative Trust Preferred Securities (the "Preferred Securities")
with such powers, preferences and special rights and restrictions as are set
forth in the Amended and Restated Trust Agreement of the Trust dated as of
__________ __, 2001, as the same may be amended from time to time (the "Trust
Agreement");

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

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


                                    ARTICLE I

         Section 1.1. Guarantee by the Company. Subject to the terms and
conditions hereof, the Company, including in its capacity as holder of the
Common Securities, hereby irrevocably and unconditionally guarantees to each
person or entity to whom the Trust is now or hereafter becomes indebted or
liable (the "Beneficiaries") the full payment when and as due, of any and all
Obligations (as hereinafter defined) to such Beneficiaries. As used herein,
"Obligations" means any costs, expenses or liabilities of the Trust other than
obligations of the Trust to pay to the holders of any Preferred Securities or
other similar interests in the Trust the amounts due such holders pursuant to
the terms of the Preferred Securities or such other similar interests, as the
case may be. This Agreement is intended to be for the benefit of, and to be
enforceable by, all such Beneficiaries, whether or not such Beneficiaries have
received notice hereof.

         Section 1.2. Term of Agreement. This Agreement shall terminate and be
of no further force and effect upon the later of (a) the date on which full
payment has been made of all amounts payable to all holders of all the Preferred
Securities (whether upon redemption, liquidation, exchange or otherwise); and
(b) the date on which there are no Beneficiaries remaining; provided, however,
that this Agreement shall continue to be effective or shall be




<PAGE>   61

reinstated, as the case may be, if at any time any holder of the Preferred
Securities or any Beneficiary must restore payment of any sums paid under the
Preferred Securities, under any obligation under the Preferred Securities
Guarantee Agreement dated the date hereof by the Company and Wilmington Trust
Company as guarantee trustee, or under this Agreement for any reason whatsoever.
This Agreement is continuing, irrevocable, unconditional and absolute.

         Section 1.3. Waiver of Notice. The Company hereby waives notice of
acceptance of this Agreement and of any obligation to which it applies or may
apply, and the Company hereby waives presentment, demand for payment, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

         Section 1.4. No Impairment. The obligations, covenants, agreements and
duties of the Company under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

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

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

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

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

         Section 1.5. Enforcement. A Beneficiary may enforce this Agreement
directly against the Company, and the Company waives any right or remedy to
require that any action be brought against the Trust or any other person or
entity before proceeding against the Company.


                                   ARTICLE II

         Section 2.1. Binding Effect. All guarantees and agreements contained in
this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Company and shall inure to the benefit of the
Beneficiaries.

         Section 2.2. Amendment. So long as there remains any Beneficiary or any
Preferred Securities of any series are outstanding, this Agreement shall not be
modified or amended in any manner adverse to such Beneficiary or to the holders
of the Preferred Securities.



                                      C-2
<PAGE>   62

         Section 2.3. Notices. Any notice, request or other communication
required or permitted to be given hereunder shall be given in writing by
delivering the same by facsimile transmission (confirmed by mail), telex, or by
registered or certified mail, addressed as follows (and if so given, shall be
deemed given when mailed or upon receipt of an answer back, if sent by telex):

                                    Team Financial Capital Trust I
                                    c/o Team Financial, Inc.
                                    8 West Peoria, Suite 200
                                    Paola, Kansas 66071
                                    Facsimile No.:  (913) 294-4406
                                    Attention:  Chief Executive Officer

                                    Team Financial, Inc.
                                    8 West Peoria, Suite 200
                                    Paola, Kansas 66071
                                    Facsimile No.: (913) 294-4406
                                    Attention:  Chief Executive Officer

         Section 2.4. Governing Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of Kansas
(without regard to conflict of laws principles).


                            [SIGNATURE PAGE FOLLOWS]


                                      C-3
<PAGE>   63




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

                                          TEAM FINANCIAL, INC.



                                          By
                                            Name:  Robert J. Weatherbie
                                            Title: Chief Executive Officer and
                                                   Chairman of the Board



                                          TEAM FINANCIAL CAPITAL TRUST I



                                          By
                                            Name:  Michael L. Gibson
                                            Title: Administrative Trustee




                                      C-4
<PAGE>   64




                                    EXHIBIT D

CERTIFICATE NUMBER _________                NUMBER OF COMMON SECURITIES ________


                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                         TEAM FINANCIAL CAPITAL TRUST I
                  _____% CUMULATIVE TRUST PREFERRED SECURITIES
                 (LIQUIDATION AMOUNT $10 PER PREFERRED SECURITY)


                            CUSIP NO. ______________

         TEAM FINANCIAL CAPITAL TRUST I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
______________ (the "Holder") is the registered owner of _____ preferred
securities (the "Preferred Securities") of the Trust representing undivided
beneficial interests in the assets of the Trust and designated the ___%
Cumulative Trust Preferred Securities (Liquidation Amount $10 per Preferred
Security). The Preferred Securities are transferable on the books and records of
the Trust, in person or by a duly authorized attorney, upon surrender of this
Certificate duly endorsed and in proper form for transfer as provided in Section
504 of the Trust Agreement (as defined herein). The designations, rights,
privileges, restrictions, preferences, and other terms and provisions of the
Preferred Securities are set forth in, and this Certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of ________ __, 2001, as the same may be amended from time to
time (the "Trust Agreement"), including the designation of the terms of the
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Preferred Securities Guarantee Agreement entered into by Team
Financial, Inc., a Kansas corporation, and Wilmington Trust Company, as
guarantee trustee, dated as of __________ __, 2001 (the "Guarantee"), to the
extent provided therein. The Trust shall furnish a copy of the Trust Agreement
and the Guarantee to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

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

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



<PAGE>   65




         IN WITNESS WHEREOF, the Administrative Trustees of the Trust have
executed this Certificate as of this ________ day of ___________ 2001.

                                       TEAM FINANCIAL CAPITAL TRUST I



                                       By
                                         Name:  Robert J. Weatherbie
                                         Title: Administrative Trustee



                                       By
                                         Name:  Michael L. Gibson
                                         Title: Administrative Trustee



                                       By
                                         Name:  Gregory S. Schreacke
                                         Title: Administrative Trustee


                                     LEGEND


                           FOR CERTIFICATES EVIDENCING


                        GLOBAL PREFERRED SECURITIES ONLY:

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


                                      D-2
<PAGE>   66



                        [FORM OF REVERSE OF CERTIFICATE]

         The Trust will furnish without charge to any registered owner of
Preferred Securities who so requests, a copy of the Trust Agreement and the
Guarantee. Any such request should be in writing and addressed to Team Financial
Capital Trust I, c/o Team Financial, Inc., 8 West Peoria, Paola, Kansas 66071 or
to the Registrar named on the face of this Certificate.

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

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

    JT TEN      -   as joint tenants with right of         UNIF TRF MIN ACT - ________ Custodian (until age)
                    survivorship and not as tenants in                        _______________________ under
                    common                                                    Uniform (Minor)  Transfers to
                                                                              Minors Act ________________
                                                                                              (State)

    TOD         - transfer on death direction in event
                  owner's death, to person named on face
                  and subject to TOD rules referenced
</TABLE>

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

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

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

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

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

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

--------------------------------------------------------------------------------
____________________________________________________  Preferred Securities
represented by the within Certificate, and do hereby irrevocably constitute and
appoint_________________________________________________________________________

------------------------------------------------------------------------------
attorney to transfer the said Preferred Securities on the books of the
within-named Trust with full power of substitution in the premises.


                                      D-3
<PAGE>   67

Dated
     ------------------------           Signature:
                                                  ------------------------------

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

SIGNATURE(S) GUARANTEED:

------------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.



                                      D-4
<PAGE>   68







                                    EXHIBIT E


                      FORM OF CERTIFICATE OF AUTHENTICATION


                          CERTIFICATE OF AUTHENTICATION

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

Dated:


                                        WILMINGTON TRUST COMPANY,
                                           as Authenticating Agent and Registrar



                                       By
                                                 Authorized Signatory