<Page>

                                                                     EXHIBIT 4.5








                         LOCAL FINANCIAL CAPITAL TRUST I


                              AMENDED AND RESTATED


                              DECLARATION OF TRUST


                                      AMONG


                   LOCAL FINANCIAL CORPORATION, AS DEPOSITOR,


                   THE BANK OF NEW YORK, AS PROPERTY TRUSTEE,


              THE BANK OF NEW YORK (DELAWARE), AS DELAWARE TRUSTEE,


                                       AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                           DATED AS OF ________, 2001





<Page>


                                TABLE OF CONTENTS
<Table>
<Caption>
                                                                                                               PAGE

<S>                                                                                                            <C>
ARTICLE I           DEFINED TERMS................................................................................2
         Section 1.1       Definitions...........................................................................2

ARTICLE II          ESTABLISHMENT OF THE TRUST..................................................................10
         Section 2.1       Name.................................................................................10
         Section 2.2       Office of the Delaware Trustee; Principal Place of Business..........................10
         Section 2.3       Initial Contribution of Trust Property; Organizational Expenses......................11
         Section 2.4       Issuance of the Preferred Securities.................................................11
         Section 2.5       Issuance of the Common Securities; Subscription and Purchase
                           of Debentures........................................................................11
         Section 2.6       Declaration of Trust.................................................................12
         Section 2.7       Authorization to Enter into Certain Transactions.....................................12
         Section 2.8       Assets of Trust......................................................................16
         Section 2.9       Title to Trust Property..............................................................16

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

ARTICLE IV          DISTRIBUTIONS; REDEMPTION...................................................................17
         Section 4.1       Distributions........................................................................17
         Section 4.2       Redemption...........................................................................18
         Section 4.3       Subordination of Common Securities...................................................21
         Section 4.4       Payment Procedures...................................................................22
         Section 4.5       Tax Returns and Reports..............................................................22
         Section 4.6       Payment of Taxes, Duties, etc. of the Trust..........................................22
         Section 4.7       Payments Under Indenture.............................................................22

ARTICLE V           TRUST SECURITIES CERTIFICATES...............................................................23
         Section 5.1       Initial Ownership....................................................................23
         Section 5.2       The Trust Securities Certificates....................................................23
         Section 5.3       Execution, Authentication and Delivery of Trust Securities Certificates..............23
         Section 5.3A      Global Preferred Security............................................................22
         Section 5.4       Registration of Transfer and Exchange of Preferred Securities Certificates...........25
         Section 5.5       Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates...................27
         Section 5.6       Persons Deemed Securityholders.......................................................27
         Section 5.7       Access to List of Securityholders' Names and Addresses...............................27
         Section 5.8       Maintenance of Office or Agency......................................................28
         Section 5.9       Appointment of Paying Agent..........................................................28
         Section 5.10      Ownership of Common Securities by Depositor..........................................29
         Section 5.11      Trust Securities Certificates........................................................29
</Table>


                                       i

<Page>

<Table>
<S>                                                                                                           <C>
         Section 5.12      Notices to Clearing Agency...........................................................29
         Section 5.13      Rights of Securityholders............................................................29

ARTICLE VI          ACTS OF SECURITYHOLDERS; MEETINGS; VOTING...................................................30
         Section 6.1       Limitations on Voting Rights.........................................................30
         Section 6.2       Notice of Meetings...................................................................31
         Section 6.3       Meetings of Preferred Securityholders................................................32
         Section 6.4       Voting Rights........................................................................32
         Section 6.5       Proxies, etc.........................................................................32
         Section 6.6       Securityholder Action by Written Consent.............................................33
         Section 6.7       Record Date for Voting and Other Purposes............................................33
         Section 6.8       Acts of Securityholders..............................................................33
         Section 6.9       Inspection of Records................................................................34

ARTICLE VII         REPRESENTATIONS AND WARRANTIES..............................................................34
         Section 7.1       Representations and Warranties of the Bank and the Property Trustee..................34
         Section 7.2       Representations and Warranties of the Delaware Bank and the Delaware Trustee.........36
         Section 7.3       Representations and Warranties of Depositor..........................................37

ARTICLE VIII        TRUSTEES....................................................................................38
         Section 8.1       Certain Duties and Responsibilities..................................................38
         Section 8.2       Certain Notices......................................................................39
         Section 8.3       Certain Rights of Property Trustee...................................................40
         Section 8.4       Not Responsible for Recitals or Issuance of Securities...............................42
         Section 8.5       May Hold Securities..................................................................43
         Section 8.6       Compensation; Indemnity; Fees........................................................43
         Section 8.7       Corporate Property Trustee Required; Eligibility of Trustees.........................44
         Section 8.8       Conflicting Interests................................................................44
         Section 8.9       Co-Trustees and Separate Trustee.....................................................44
         Section 8.10      Resignation and Removal; Appointment of Successor....................................46
         Section 8.11      Acceptance of Appointment by Successor...............................................48
         Section 8.12      Merger, Conversion, Consolidation or Succession to Business..........................48
         Section 8.13      Preferential Collection of Claims Against Depositor or Trust.........................49
         Section 8.14      Reports by Property Trustee..........................................................49
         Section 8.15      Reports to the Property Trustee......................................................49
         Section 8.16      Evidence of Compliance with Conditions Precedent.....................................49
         Section 8.17      Number of Trustees...................................................................50
         Section 8.18      Delegation of Power..................................................................50
         Section 8.19      Voting...............................................................................50

ARTICLE IX          TERMINATION, LIQUIDATION AND MERGER.........................................................51
         Section 9.1       Termination Upon Expiration Date.....................................................51
         Section 9.2       Early Termination....................................................................51
</Table>


                                       ii

<Page>


<Table>
<S>                                                                                                            <C>
         Section 9.3       Termination..........................................................................51
         Section 9.4       Liquidation..........................................................................52
         Section 9.5       Mergers, Consolidations, Amalgamations or Replacements of the Trust..................53

ARTICLE X           MISCELLANEOUS PROVISIONS....................................................................55
         Section 10.1      Limitation of Rights of Securityholders..............................................55
         Section 10.2      Amendment............................................................................55
         Section 10.3      Severability.........................................................................57
         Section 10.4      Governing Law........................................................................57
         Section 10.5      Payments Due on Non-Business Day.....................................................57
         Section 10.6      Successors...........................................................................57
         Section 10.7      Headings.............................................................................57
         Section 10.8      Reports, Notices and Demands.........................................................57
         Section 10.9      Agreement Not to Petition............................................................58
         Section 10.10     Trust Indenture Act; Conflict with Trust Indenture Act...............................58
         Section 10.11     Acceptance of Terms of Trust Agreement, Guarantee and Indenture......................59
         Section 10.12     Counterparts.........................................................................59
         Section 10.13     Exchange Act Obligations.............................................................59

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 Preferred Securities Certificate Authentication
         Exhibit F         Certificate Depositary Agreement  [MISSING]
</Table>


                                      iii

<Page>



                              CROSS-REFERENCE TABLE

<Table>
<Caption>
Section of
Trust Indenture Act of 1939, as amended                                  Amended and Restated Declaration of Trust

<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 the interpretation of any of its terms or provisions.


                                       iv

<Page>


                  AMENDED AND RESTATED DECLARATION OF TRUST

      AMENDED AND RESTATED DECLARATION OF TRUST, dated as of ________, 2001,
among (i) LOCAL FINANCIAL CORPORATION, a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) THE BANK OF NEW YORK, a banking
corporation duly organized and existing under the laws of the State of New
York as property trustee (the "Property Trustee" and, in its separate
corporate capacity and not in its capacity as Property Trustee, the "Bank"),
(iii) THE BANK OF NEW YORK (DELAWARE), a 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") (iv) EDWARD A.
TOWNSEND, an individual, JAN A. NORTON, an individual, and RICHARD L. PARK,
an individual, each of whose address is c/o Company (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 (v) the several Holders (as hereinafter
defined).

                                    RECITALS

      WHEREAS, the Depositor, the Delaware Trustee, and EDWARD A. TOWNSEND, JAN
A. NORTON and RICHARD L. PARK, each as an Administrative Trustee, have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by the entering into of that certain Declaration of
Trust dated as of August 17, 1999 (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 August 17, 1999, 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, (i) the
issuance of the Common Securities (as defined herein) by the Trust (as defined
herein) to the Depositor; (ii) the issuance and sale of the Preferred Securities
(as defined herein) by the Trust pursuant to the Underwriting Agreement (as
defined herein); (iii) the acquisition by the Trust from the Depositor of all of
the right, title and interest in the Debentures (as defined herein); and (iv)
the appointment of the Trustees;

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



                                       -1-
<Page>

                                   ARTICLE I

                                  DEFINED TERMS

      1.1   DEFINITIONS

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

            (a)   the terms defined in this Article I have the meanings assigned
                  to them in this Article 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 6.8.

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

      "Administrative Trustee" means each of Edward A. Townsend, Jan A. Norton
and Richard L. Park, 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>

      "Authenticating Agent" means an authenticating agent with respect to the
Preferred Securities appointed by the Property Trustee pursuant to Section 5.3.

      "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 shall make a general assignment for the benefit of
creditors.

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

      "Board Resolution" means a copy of a resolution certified by the 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 a day other than a Saturday or Sunday, a day on which
banking institutions in The City of New York are authorized or required by law,
executive order or regulation to remain closed, or a day on which the Property
Trustee's Corporate Trust Office or the Corporate Trust Office of the Debenture
Trustee is closed for business.

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



                                       -3-
<Page>

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

      "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 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.

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

      "Company" means Local Financial Corporation, a Delaware corporation.

      "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 101 Barclay Street, 21st Floor
West, New York, New York 10286.

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



                                       -4-
<Page>

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

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

      "Debenture Trustee" means The Bank of New York, a banking organization
organized under the laws of the State of New York and any successor thereto, as
trustee under the Indenture.

      "Debentures" means up to $36,082,475 principal amount of the Depositor's
_____% Junior Subordinated Debentures due 2031 issued pursuant to the Indenture.

      "Definitive Preferred Securities Certificates" means Preferred Securities
Certificates issued in certified, fully registered form as provided in Section
5.4.

      "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 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 4.1(a).

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

      "DTC" means The Depository Trust Company.

      "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 in the payment of any Distribution when it
becomes due and payable, and continuation of such default for a period of 30
days; or

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

      (d) default in the performance, or breach, in any material respect, of any
covenant or warranty of the Trustees in this Trust Agreement (other than 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



                                       -5-
<Page>

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 9.1.

      "Extended Interest Payment 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 The Bank of New York, 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.

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

      "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, 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, provided, however, that the Depositor or the Trust shall have
requested and received such an Opinion of Counsel with regard



                                       -6-
<Page>

to such matters within a reasonable period of time after the Depositor or the
Trust shall have become aware of the possible occurrence of any such event.

      "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 Debentures.

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

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

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

      "Officers' Certificate" means a certificate signed by the President or an
Executive Vice President and by the Chief Financial Officer or the Treasurer or
the Secretary, of the Depositor, and delivered to the appropriate Trustee. One
of the officers signing an Officers' Certificate given pursuant to Section 8.16
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;

      (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.



                                       -7-
<Page>

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

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

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

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

      (b) 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) 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 5.4, 5.5 and 5.11; PROVIDED, HOWEVER, that in determining
whether the Holders of the requisite Liquidation Amount of the Outstanding
Preferred Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Preferred Securities owned by the
Depositor, any Trustee or any Affiliate of the Depositor or any Trustee shall be
disregarded and deemed not to be Outstanding, except that (a) in determining
whether any Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
that such Trustee knows to be so owned shall be so disregarded; and (b) the
foregoing shall not apply at any time when all of the outstanding Preferred
Securities are owned by the Depositor, one or more of the Trustees and/or any
such Affiliate. Preferred Securities so owned 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 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 5.9 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 4.1 and 4.2.



                                       -8-
<Page>

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

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

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

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

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

      "Relevant Trustee" shall have the meaning specified in Section 8.10.

      "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

      "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 created and continued hereby and
identified on the cover page to this Trust Agreement.

      "Trust Agreement" means this Amended and Restated Declaration of Trust,
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.


                                       -9-
<Page>

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

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

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

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

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

      "Underwriting Agreement" means the Underwriting Agreement, dated as of
_________ 2001, among the Trust, the Depositor and the Underwriters named
therein.


                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

      2.1   NAME.

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

      2.2   OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.

      The address of the Delaware Trustee in the State of Delaware is c/o The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, Attn: Corporate Trust Department, 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 Local Financial Corporation, 3601 NW 63rd Street, Oklahoma City, Oklahoma
73116, Attn: Jan A. Norton, President.



                                       -10-
<Page>

      2.3   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 $25, 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.

      2.4   ISSUANCE OF THE PREFERRED SECURITIES.

      The Depositor and an Administrative Trustee, 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 5.2 and deliver in accordance with
the Underwriting Agreement, Preferred Securities Certificates, registered in
the name of Persons entitled thereto in an aggregate amount of 1,400,000
Preferred Securities having an aggregate Liquidation Amount of $35,000,000
against receipt of the aggregate purchase price of such Preferred Securities
of $35,000,000, which amount such Administrative Trustee shall promptly
deliver to the Property Trustee. If the underwriters exercise their
over-allotment 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 5.2 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 210,000 Preferred Securities having an aggregate
Liquidation Amount of up to $5,250,000 against receipt of the aggregate
purchase price of such Preferred Securities of up to $5,250,000, which amount
such Administrative Trustee shall promptly deliver to the Property Trustee.

      2.5   ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF
            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 5.2 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 $1,082,475 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 $36,082,475, and, in
                  satisfaction of the purchase price for such Debentures, the
                  Property Trustee, on behalf of the Trust, shall deliver to the
                  Depositor the sum of $36,082,475.

            (b)   If the underwriters exercise their over-allotment option and
                  there is an Option Closing Date, then an Administrative
                  Trustee, on behalf of the



                                       -11-
<Page>

                  Trust, shall execute in accordance with Section 5.2 and
                  deliver to the Depositor, Common Securities Certificates,
                  registered in the name of the Depositor, in an additional
                  aggregate amount of Common Securities having an aggregate
                  Liquidation Amount of up to $162,375 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, additional
                  Debentures, registered in the name of the Trust and having an
                  aggregate principal amount of up to $5,412,375, 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 $5,412,375, such aggregate amount to be equal
                  to the sum of the amounts received from the Depositor pursuant
                  to Section 2.5(b) and from one of the Administrative Trustees
                  pursuant to the last sentence of Section 2.4.

      2.6   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.

      2.7   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 2.7
                  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>

                        (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
                              Underwriting Agreement, the Expense Agreement and
                              such other agreements or documents as may be
                              necessary or desirable in connection with the
                              purposes and function of the Trust;

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

                        (D)   assisting in the listing of the Preferred
                              Securities upon The Nasdaq National Market or such
                              securities exchange or exchanges as shall be
                              determined by the Depositor, the registration of
                              the Preferred Securities under the Exchange Act,
                              the compliance with the listing requirements of
                              The Nasdaq National Market or the applicable
                              securities exchanges 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)   to take all action that may be necessary or
                              appropriate for the preservation and the
                              continuation of the Trust's valid existence,
                              rights, franchises and privileges as a statutory
                              business trust under the laws of the State of
                              Delaware and of each other jurisdiction in which
                              such existence is



                                       -13-
<Page>

                               necessary to protect the limited liability of the
                               Holders of the Preferred Securities or to enable
                               the Trust to effect the purposes for which the
                               Trust was created; and

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

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

                        (A)   the establishment of the Payment Account;

                        (B)   the receipt of the Debentures;

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

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

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

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

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

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

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



                                       -14-
<Page>

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

                        (K)   except as otherwise provided in this Section
                              2.7(a)(ii), the Property Trustee shall have none
                              of the duties, liabilities, powers or the
                              authority of the Administrative Trustees set forth
                              in Section 2.7(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,
                  or acquire any assets, in each case, except as expressly
                  provided herein; (iii) take any action that would cause the
                  Trust to fail or cease to qualify as a "grantor trust" for
                  United States federal income tax purposes; (iv) incur any
                  indebtedness for borrowed money or issue any other debt; or
                  (v) take or consent to any action that would result in the
                  placement of a Lien on any of the Trust Property. The
                  Administrative Trustees shall defend all claims and demands of
                  all Persons at any time claiming any Lien on any of the Trust
                  Property adverse to the interest of the Trust or the
                  Securityholders in their capacity as Securityholders.

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

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



                                       -15-
<Page>

                  (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
                        organizations for listing 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;

                  (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; and

                  (v)   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 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 10.2, the Depositor and
                  the Administrative Trustees are authorized to take any action,
                  not inconsistent with applicable law or this Trust Agreement,
                  that each of the Depositor and the Trustees determines in
                  their discretion to be necessary or desirable for such
                  purposes.

      2.8   ASSETS OF TRUST.

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

      2.9   TITLE TO TRUST PROPERTY.

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


                                       -16-
<Page>

                                  ARTICLE III

                                 PAYMENT ACCOUNT

      3.1   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

      4.1   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 _______, 2001, and, except during any
                  Extended Interest Payment Period with respect to the
                  Debentures, shall be payable quarterly in arrears on the last
                  calendar day of March, June, September and December of each
                  year, commencing on December 31, 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 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 (each date on which


                                       -17-
<Page>

                  distributions are payable in accordance with this Section
                  4.1(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 Payment Period with respect to the Debentures,
                  Distributions on the Preferred Securities shall be deferred
                  for a period equal to the Extended Interest Payment 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 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.

      4.2   REDEMPTION.

            (a)   On each Debenture Redemption Date and on the maturity of the
                  Debentures, the Trust shall 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;



                                       -18-
<Page>

                  (iii) the CUSIP number;

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

                  (v)   that, on the Redemption Date, the Redemption Price shall
                        become due and payable upon each such Trust Security to
                        be redeemed and that Distributions thereon shall cease
                        to accumulate on and after said date, except as provided
                        in Section 4.2(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 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, the Property Trustee,
                  subject to Section 4.2(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 4.2(c), shall deposit with the
                  Paying Agent funds sufficient to pay the applicable Redemption
                  Price and shall give the Paying Agent irrevocable instructions
                  and authority to pay the Redemption Price to the record
                  holders thereof upon surrender of their Preferred Securities
                  Certificates. Notwithstanding the foregoing, Distributions
                  payable on or prior to the Redemption Date for any Trust
                  Securities called for redemption shall be payable to the
                  Holders of such Trust Securities as they appear on the
                  Securities Register for the Trust Securities on the relevant
                  record dates for the related Distribution Dates. If notice of
                  redemption shall have been given and funds deposited as
                  required, then upon the date of such deposit, (i) all rights
                  of Securityholders holding Trust Securities so called for
                  redemption shall cease, except the right of such
                  Securityholders to receive the Redemption Price, but without
                  interest, and (ii) such Trust Securities shall cease to be
                  Outstanding.



                                       -19-
<Page>

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

            (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 4.3(a), if less than all the Outstanding
                  Trust Securities are to be redeemed on a Redemption Date, then
                  the aggregate Liquidation Amount of Trust Securities to be
                  redeemed shall be allocated 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



                                       -20-
<Page>

                  Amount in excess thereof) of the Liquidation Amount of
                  Preferred Securities of a denomination larger than such
                  Liquidation Amount; PROVIDED, HOWEVER, 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 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 Preferred
                  Securities which has been or is to be redeemed.

      4.3   SUBORDINATION OF 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
                  4.2(f), pro rata among the Common Securities and the Preferred
                  Securities based on the Liquidation Amount of the Trust
                  Securities; PROVIDED, HOWEVER, that if on any Distribution
                  Date or Redemption Date any Event of Default resulting from a
                  Debenture Event of Default shall have occurred and be
                  continuing, no payment of any Distribution (including
                  Additional Amounts, if applicable) on, or Redemption Price of,
                  any Common Security, and no other payment on account of the
                  redemption, liquidation or other acquisition of 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, 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
                  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



                                       -21-
<Page>

                  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.

      4.4   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.

      4.5   TAX RETURNS AND REPORTS.

      The Administrative Trustees shall prepare (or cause to be prepared), at
the Depositor's expense, and file all United States federal, state and local tax
and information returns and reports required to be filed by or in respect of the
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 form. 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 Securityholders under the Trust Securities.

      4.6   PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

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

      4.7   PAYMENTS UNDER 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 5.13(b) or (c) hereof.




                                       -22-
<Page>

                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

      5.1   INITIAL OWNERSHIP.

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

      5.2   THE TRUST SECURITIES CERTIFICATES.

      The Preferred Securities Certificates shall be issued in minimum
denominations of the Liquidation Amount and integral multiples of the
Liquidation Amount in excess thereof, and the Common Securities Certificates
shall be issued in denominations of the Liquidation Amount and multiples thereof
(which may, in the case of the Common Securities, include fractional amounts).
The Trust Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of at least one Administrative Trustee. 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 5.4, 5.11 and 5.13.

      5.3   EXECUTION, AUTHENTICATION AND DELIVERY OF TRUST SECURITIES
            CERTIFICATES.

            (a)   On the Closing Date and on any Option Closing Date, the
                  Administrative Trustees shall cause Trust Securities
                  Certificates, in an aggregate Liquidation Amount as provided
                  in Sections 2.4 and 2.5, to be executed on behalf of the Trust
                  by 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 Vice President or its
                  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 attached 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.

      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.



                                       -23-
<Page>

      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 Company or the Trust.

      5.3A. 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 Debenture Trustee that it is unwilling or unable to
                  continue as a 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
                  Debenture 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
                  5.4(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



                                       -24-
<Page>

                  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 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.

      5.4   REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES
            CERTIFICATES.

            (a)   The Depositor shall keep or cause to be kept, at the office or
                  agency maintained pursuant to Section 5.8, a register or
                  registers for the purpose of registering Trust Securities
                  Certificates and, subject to the provisions of Section 5.3A,
                  transfers and exchanges of 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 Preferred
                  Securities Certificates and Common Securities Certificates
                  (subject to Section 5.10 in the case of the Common Securities
                  Certificates) and registration of transfers and exchanges of
                  Preferred Securities Certificates as herein provided. The
                  Property Trustee shall be the initial Securities Registrar.



                                       -25-
<Page>

            (b)   Subject to the provisions of Section 5.3A, upon surrender for
                  registration of transfer of any Preferred Securities
                  Certificate at the office or agency maintained pursuant to
                  Section 5.8, the Administrative Trustees or any one of them
                  shall 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
                  such Administrative Trustee or Trustees. The Securities
                  Registrar shall not be required to register the transfer of
                  any Preferred Securities that have been called for redemption.
                  At the option of a Holder, 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 5.8.

            (c)   Every Preferred Securities Certificate presented or
                  surrendered for registration of transfer or exchange, subject
                  to the provisions of Section 5.3A, shall be accompanied by a
                  written instrument of transfer in form satisfactory to the
                  Property Trustee and the Securities Registrar duly executed by
                  the Holder or his attorney duly authorized in writing. Each
                  Preferred Securities Certificate surrendered for registration
                  of transfer or exchange shall be canceled and subsequently
                  disposed of by the Property Trustee in accordance with its
                  customary practice. The Trust shall not be required to (i)
                  issue, register the transfer of, or exchange any 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 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
                  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 5.3A, 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 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. To the fullest extent permitted by
                  law, 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


                                       -26-
<Page>

                  provided in Section 5.4(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 5.3A.

      5.5   MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES.

      If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate; and (b) there shall be delivered to the Securities Registrar and
the 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 5.5, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith. Any duplicate Trust Securities Certificate issued
pursuant to this Section 5.5 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.

      5.6   PERSONS DEEMED SECURITYHOLDERS.

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

      5.7   ACCESS TO LIST OF 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 of 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 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



                                       -27-
<Page>

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.

      5.8   MAINTENANCE OF OFFICE OR AGENCY.

      The Administrative Trustees shall maintain, or cause to be maintained, in
The City of New York, or other location designated by the Administrative
Trustees, an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Administrative Trustees initially
designate the Corporate Trust Office of the Property Trustee, The Bank of New
York, 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.

      5.9   APPOINTMENT OF PAYING AGENT.

      The Paying Agent shall make Distributions to 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. 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. 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 that is acceptable to the Property Trustee and the Depositor to act as
Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent shall hold all sums, if any, held by it for payment
to the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and, upon removal of a
Paying Agent, such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 shall apply to
the Property Trustee also in its role as Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other Paying Agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.



                                       -28-
<Page>

      5.10  OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

      On the Closing Date and on any Option 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 EXCEPT AS PROVIDED IN
THE TRUST AGREEMENT (AS DEFINED BELOW)."

      5.11  TRUST SECURITIES CERTIFICATES.

            (a)   Upon their original issuance, Preferred Securities
                  Certificates shall be issued in the form of one or more fully
                  registered Global Preferred Securities Certificates which will
                  be deposited with or on behalf of 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.

      5.12  NOTICES TO CLEARING AGENCY.

      To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Preferred Securities are
represented by a Global Preferred Securities Certificate, the 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.

      5.13  RIGHTS OF 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 2.9, and the Securityholders shall not have any
                  right or title therein other than the undivided beneficial
                  interest in the assets of the Trust conferred by their Trust
                  Securities and they shall have no right to call for any
                  partition or division of property, profits or rights of the
                  Trust except as described below. The Trust Securities shall be
                  personal property giving only the rights specifically set
                  forth therein and in this Trust Agreement. The Trust
                  Securities shall have no preemptive or similar rights. When
                  issued and



                                       -29-
<Page>

                  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 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 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 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 SECURITYHOLDERS; MEETINGS; VOTING

      6.1   LIMITATIONS ON VOTING RIGHTS.

            (a)   Except as provided in this Section 6.1, in Sections 5.13, 8.10
                  and 10.2 and in the Indenture and as otherwise required by
                  law, no record Holder of Preferred Securities shall have any
                  right to vote or in any manner otherwise control the
                  administration, operation and management of the Trust or the
                  obligations of the parties hereto, nor shall anything herein
                  set forth, or contained in the terms of the Trust Securities
                  Certificates, be construed so as to constitute the
                  Securityholders from time to time as partners or members of an
                  association.

            (b)   So long as any Debentures are held by the Property Trustee on
                  behalf of the Trust, the Trustees shall not (i) direct the
                  time, method and place of



                                       -30-
<Page>

                  conducting any proceeding for any remedy available to the
                  Debenture Trustee, or executing any trust or power conferred
                  on the Debenture Trustee with respect to such Debentures; (ii)
                  waive any past default which is waivable under Article VII of
                  the Indenture; (iii) exercise any right to rescind or annul a
                  declaration that the principal of all the Debentures shall be
                  due and payable; or (iv) consent to any amendment,
                  modification or termination of the Indenture or the
                  Debentures, where such consent shall be required, without, in
                  each case, obtaining the prior approval of the Holders of at
                  least a majority in Liquidation Amount of all Outstanding
                  Preferred Securities; PROVIDED, HOWEVER, that where a consent
                  under the Indenture would require the consent of each holder
                  of outstanding Debentures affected thereby, no such consent
                  shall be given by the Property Trustee without the prior
                  written consent of each Holder of Preferred Securities. The
                  Trustees shall not revoke any action previously authorized or
                  approved by a vote of the Holders of the Outstanding Preferred
                  Securities, except by a subsequent vote of the Holders of the
                  Outstanding Preferred Securities. The Property Trustee shall
                  notify each Holder of the Outstanding Preferred Securities of
                  any notice of default received from the Debenture Trustee with
                  respect to the Debentures. In addition to obtaining the
                  foregoing approvals of the Holders of the Preferred
                  Securities, prior to taking any of the foregoing actions, the
                  Trustees shall, at the expense of the Depositor, obtain an
                  Opinion of Counsel experienced in such matters to the effect
                  that the Trust shall continue to be classified as a grantor
                  trust and not as an association taxable as a corporation for
                  United States federal income tax purposes on account of such
                  action.

            (c)   If any proposed amendment to the Trust Agreement provides for,
                  or the Trustees otherwise propose to effect, (i) any action
                  that would adversely affect in any material respect the
                  powers, preferences or special rights of the Preferred
                  Securities, whether by way of amendment to the Trust Agreement
                  or otherwise; or (ii) the dissolution, winding-up or
                  termination of the Trust, other than pursuant to the terms of
                  this Trust Agreement, then the Holders of Outstanding
                  Preferred Securities as a class 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.

      6.2   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 10.8 to each



                                       -31-
<Page>

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

      6.3   MEETINGS OF PREFERRED SECURITYHOLDERS.

            (a)   No annual meeting of Securityholders is required to be held.
                  The Administrative Trustees, however, shall call a meeting of
                  Securityholders to vote on any matter in respect of which
                  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 Preferred Securityholders to vote on any matters as
                  to which the Preferred Securityholders are entitled to vote.

            (b)   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 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 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.

      6.4   VOTING RIGHTS.

      Securityholders shall be entitled to one vote for each $10 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.

      6.5   PROXIES, ETC.

      At any meeting of 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



                                       -32-
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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.

      6.6   SECURITYHOLDER ACTION BY WRITTEN CONSENT.

      Any action which may be taken by Securityholders at a meeting may be
taken without a meeting and without prior notice if all Securityholders are
provided with a request for written consent and Securityholders holding a
majority of all 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 (based upon
their aggregate Liquidation Amount).

      6.7   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
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.

      6.8   ACTS OF 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 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 8.1) conclusive in
                  favor of the Trustees, if made in the manner provided in this
                  Section 6.8.

            (b)   The fact and date of the execution by any Person of any such
                  instrument or writing may be proved by the affidavit of a
                  witness of such execution or by a certificate of a notary
                  public or other officer authorized by law to take
                  acknowledgments of deeds, certifying that the individual
                  signing such instrument or writing acknowledged to him the
                  execution thereof. Where



                                       -33-
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                  such execution is by a signer acting in a capacity other than
                  his individual capacity, such certificate or affidavit shall
                  also constitute sufficient proof of his authority. The fact
                  and date of the execution of any such instrument or writing,
                  or the authority of the Person executing the same, may also be
                  proved in any other manner which any Trustee receiving the
                  same deems sufficient.

            (c)   The ownership of 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.

      6.9   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 Trust (as indicated in Section 2.2) by Holders of the
Trust Securities during normal business hours for any purpose reasonably related
to such Holder's interest as a Holder.


                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

      7.1   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



                                       -34-
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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 duly organized, validly existing and in good
                  standing under the laws of the State of New York;

            (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 have been duly authorized by
                  all necessary corporate or other action on the part of the
                  Property Trustee and do not require any approval of
                  stockholders of the 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
                  the State of New York, as the case may be, governing the
                  banking or trust powers of the Bank or the Property Trustee
                  (as appropriate in context) or any order, judgment or decree
                  applicable to the Property Trustee or the Bank;

            (e)   neither the authorization, execution or delivery by the
                  Property Trustee of this Trust Agreement nor the consummation
                  of any of the transactions by the Property Trustee
                  contemplated herein 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 Bank or the
                  Property Trustee, as the case may be, under the laws of the
                  United States or the State of New York;



                                       -35-
<Page>

            (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.

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



                                       -36-
<Page>

                  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.

      7.3   REPRESENTATIONS AND WARRANTIES OF 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) 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.


                                       -37-
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                                  ARTICLE VIII

                                    TRUSTEES

      8.1   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 8.1. 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 or 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 8.1(b) does not
                  limit the liability of the Trustees expressly set forth
                  elsewhere in this Trust



                                       -38-
<Page>

                  Agreement or, in the case of the Property Trustee, in the
                  Trust Indenture Act.

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

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

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

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

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

            (d)   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.

      8.2   CERTAIN NOTICES.

            (a)   Within five Business Days after the occurrence of any Event of
                  Default actually known to the Property Trustee, the Property
                  Trustee shall transmit, in the manner and to the extent
                  provided in Section 10.8, notice of such Event of Default to
                  the Securityholders, the Administrative



                                       -39-
<Page>

                  Trustees and the Depositor, unless such Event of Default shall
                  have been cured or waived. For purposes of this Section 8.2
                  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 10.8, notice of the Depositor's election to begin or
                  further extend an Extended Interest Payment 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, as defined in the Indenture, within
                  the time specified for transmitting such notice to the holders
                  of the Debentures pursuant to the Indenture as originally
                  executed.

      8.3   CERTAIN RIGHTS OF PROPERTY TRUSTEE.

      Subject to the provisions of Section 8.1:

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

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



                                       -40-
<Page>

                  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, any filing under tax
                  or securities laws or any filing under tax or securities laws)
                  or any rerecording, refiling or reregistration thereof;

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

            (g)   the Property Trustee shall be under no obligation to exercise
                  any of the rights or powers vested in it by this Trust
                  Agreement at the request 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 which might be incurred by it in compliance
                  with such request or direction; nothing contained herein
                  shall, however, relieve the Property Trustee of the
                  obligation, upon the occurrence of any 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,



                                       -41-
<Page>

                  opinion, report, notice, request, consent, order, approval,
                  bond, debenture, note or other evidence of indebtedness or
                  other paper or document, unless requested in writing to do so
                  by one or more Securityholders, 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, and the Property
                  Trustee shall not be liable for the default or misconduct of
                  such other 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.

      8.4   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

      The Recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the 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.



                                       -42-
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      8.5   MAY HOLD SECURITIES.

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

      8.6   COMPENSATION; INDEMNITY; FEES.

      The Depositor agrees:

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

            (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 of any kind or
                  nature whatsoever, 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 for (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 Trust Property as a result of
any amount due and unpaid pursuant to this Section 8.6.



                                       -43-
<Page>

      8.7   CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

            (a)   There shall at all times be a Property Trustee hereunder with
                  respect to the Trust Securities. The Property Trustee shall be
                  a Person that is eligible pursuant to the Trust Indenture Act
                  to act as such and has a combined capital and surplus of at
                  least $50,000,000. If any such Person publishes reports of
                  condition at least annually, pursuant to law or to the
                  requirements of its supervising or examining authority, then
                  for the purposes of this Section 8.7, the combined capital and
                  surplus of such Person shall be deemed to be its combined
                  capital and surplus as set forth in its most recent report of
                  condition so published. If at any time the Property Trustee
                  with respect to the Trust Securities shall cease to be
                  eligible in accordance with the provisions of this Section
                  8.7, it shall resign immediately in the manner and with the
                  effect hereinafter specified in this Article VIII. The
                  Property Trustee and the Delaware Trustee may 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.

      8.8   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.

      8.9   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



                                       -44-
<Page>

                  by the Property Trustee either to act as co-trustee, jointly
                  with the Property Trustee, of all or any part of such Trust
                  Property, or to the extent required by law to act as separate
                  trustee of any such property, in either case with such powers
                  as may be provided in the instrument of appointment, and to
                  vest in such Person or Persons in the capacity aforesaid, any
                  property, title, right or power deemed necessary or desirable,
                  subject to the other provisions of this Section 8.9. 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 8.9 shall either be (i) a natural
                  person who is at least 21 years of age and a resident of the
                  United States; or (ii) a legal entity with its principal place
                  of business in the United States that shall act through one or
                  more persons authorized to bind such entity.

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

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

                  (i)   The Trust Securities shall be executed 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.



                                       -45-
<Page>

                  (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 8.9, 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 8.9.

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

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

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

      8.10  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

            (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 8.11 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 Act of
                  the Common Securityholder. If a Debenture Event of Default
                  shall have occurred and be continuing, the Property Trustee or
                  the Delaware Trustee,



                                       -46-
<Page>

                  or both of them, may be removed at such time by 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 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 8.11. If
                  the Property Trustee or the Delaware Trustee shall resign, be
                  removed or become incapable of continuing to act as the
                  Property Trustee or the Delaware Trustee, as the case may be,
                  at a time when a Debenture Event of Default shall have
                  occurred and is continuing, the Preferred Securityholders, by
                  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 8.11. If an
                  Administrative Trustee shall resign, be removed or become
                  incapable of acting as Administrative Trustee, at a time when
                  a Debenture Event of Default shall have occurred and be
                  continuing, the Common Securityholder, by 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 8.11. 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 8.11, any Securityholder who has been a
                  Securityholder of Trust Securities on behalf of himself and
                  all others similarly situated may petition a court of
                  competent jurisdiction for the appointment Trustee with
                  respect to the Trust Securities.

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



                                       -47-
<Page>

            (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 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 8.7).

      8.11  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 (if requested by the
                  Depositor) 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 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.

      8.12  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



                                       -48-
<Page>

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

      8.13  PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR 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 Trust (or any such
other obligor).

      8.14  REPORTS BY PROPERTY TRUSTEE.

            (a)   On or before July 31 of each year, commencing July 31, 2002,
                  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 in the manner
                  provided pursuant thereto.

            (b)   A copy of each such report shall, at the time of such
                  transmission to 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, and also with the Commission and the Depositor.

      8.15  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.

      8.16  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.



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<Page>

      8.17  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 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 Administrative Trustees is not reduced pursuant to
                  Section 8.17(a), or if the number of Trustees is increased
                  pursuant to Section 8.17(a), a vacancy shall occur. The
                  vacancy shall be filled with a Trustee appointed in accordance
                  with Section 8.10.

            (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
                  the number of Administrative Trustees shall occur, until such
                  vacancy is filled by the appointment of an Administrative
                  Trustee in accordance with Section 8.10, 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.

      8.18  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 2.7(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.

      8.19  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.


                                       -50-
<Page>

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

      9.1   TERMINATION UPON EXPIRATION DATE.

      Unless earlier dissolved, the Trust shall automatically dissolve on
September 30, 2032 (the "Expiration Date"), subject to distribution of the Trust
Property in accordance with Section 9.4.

      9.2   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 Securityholders in
                  exchange for the Preferred Securities in accordance with
                  Section 9.4;

            (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); or

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

      9.3   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 Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; (c) the discharge
of all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Securityholders; and (d) the filing of a Certificate of Cancellation by an
Administrative Trustee under the Delaware Business Trust Act.



                                       -51-
<Page>

      9.4   LIQUIDATION.

            (a)   If an Early Termination Event specified in clause (a), (b), or
                  (d) of Section 9.2 occurs or upon the Expiration Date, the
                  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 9.4(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 Holders may exchange Trust Securities
                        Certificates for Debentures, or, if Section 9.4(d)
                        applies, receive a Liquidation Distribution, as the
                        Administrative Trustees or the Property Trustee shall
                        deem appropriate.

            (b)   Except where Section 9.2(c) or 9.4(d) applies, in order to
                  effect the liquidation of the Trust and distribution of the
                  Debentures to Securityholders, the Property Trustee shall
                  establish a record date for such distribution (which shall be
                  not more than 45 days prior to the Liquidation Date) and,
                  either itself acting as exchange agent or through the
                  appointment of a separate exchange agent, shall establish such
                  procedures as it shall deem appropriate to effect the
                  distribution of Debentures in exchange for the Outstanding
                  Trust Securities Certificates.

            (c)   Except where Section 9.2(c) or 9.4(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 Debentures shall be issued to Holders of Trust
                  Securities Certificates upon surrender of such certificates to
                  the Administrative Trustees or their agent for exchange; (iii)
                  the Depositor shall use its reasonable efforts to have the
                  Debentures listed on the Nasdaq National Market or on such
                  other securities exchange or other organization as the
                  Preferred Securities are then listed or traded; (iv) any Trust
                  Securities Certificates not so surrendered for exchange shall
                  be deemed to represent a Like Amount of Debentures, accruing
                  interest at the rate provided for in the Debentures from the
                  last Distribution Date on



                                       -52-
<Page>

                  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 Trust
                  Securities Certificates with respect to such Debentures); and
                  (v) all rights of Securityholders holding Trust Securities
                  shall cease, except the right of such Securityholders to
                  receive Debentures upon surrender of Trust Securities
                  Certificates.

            (d)   In the event that, notwithstanding the other provisions of
                  this Section 9.4, whether because of an order for dissolution
                  entered by a court of competent jurisdiction or otherwise,
                  distribution of the Debentures in the manner provided herein
                  is determined by the Property Trustee not to be practical,
                  the Trust Property shall be liquidated, and the Trust shall
                  be wound-up by the Property Trustee in such manner as the
                  Property Trustee determines. In such event, on the date of the
                  winding up of the Trust, Securityholders shall be entitled to
                  receive out of the assets of the Trust available for
                  distribution to 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 the Liquidation Distribution
                  can be paid only in part because the Trust has insufficient
                  assets available to pay in full the aggregate Liquidation
                  Distribution, then, subject to the next succeeding sentence,
                  the amounts payable by the Trust on the Trust Securities shall
                  be paid on a pro rata basis (based upon Liquidation Amounts).
                  The Holder of the Common Securities shall be entitled to
                  receive Liquidation Distributions upon any such dissolution,
                  winding-up or termination pro rata (determined as aforesaid)
                  with Holders of Preferred Securities, except that, if a
                  Debenture Event of Default has occurred and is continuing, the
                  Preferred Securities shall have a priority over the Common
                  Securities.

      9.5   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 9.5. 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 (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities; or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as
the Preferred Securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Preferred Securities rank in
priority with

                                       -53-
<Page>

respect to distributions and payments upon liquidation, redemption and
otherwise; (ii) 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; (iii) the Successor Securities are
listed or traded, or any Successor Securities shall be listed or traded upon
notification of issuance, on any national securities exchange or other
organization on which the Preferred Securities are then listed, if any; (iv)
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; (v) such successor entity has a purpose substantially
identical to that of the Trust; (vi) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Depositor has
received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect; and (b) 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 (vii) 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 9.5, 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 The Bank of New York, 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 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.




                                       -54-
<Page>

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      10.1  LIMITATION OF RIGHTS OF SECURITYHOLDERS.

      The death or incapacity of any Person having an interest, beneficial or
otherwise, in 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.

      10.2  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 8.11 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; or (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 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).



                                       -55-
<Page>

            (b)   Except as provided in Section 6.1(c) or Section 10.2(c)
                  hereof, any provision of this Trust Agreement may be amended
                  by the Trustees and the Depositor (i) with the consent of
                  Trust Securityholders representing not less than a majority
                  (based upon Liquidation Amounts) of the Trust Securities then
                  Outstanding; and (ii) upon receipt by the Trustees of an
                  Opinion of Counsel to the effect that such amendment or the
                  exercise of any power granted to the Trustees in accordance
                  with such amendment shall not affect the Trust's status as a
                  grantor trust for United States federal income tax purposes or
                  the Trust's exemption from status of an "investment company"
                  under the Investment Company Act.

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



                                       -56-
<Page>

      10.3  SEVERABILITY.

      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.

      10.4  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 CONFLICT OF LAWS PRINCIPLES
THEREOF).

      10.5  PAYMENTS DUE ON NON-BUSINESS DAY.

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

      10.6  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.

      10.7  HEADINGS.

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

      10.8  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 Local Financial
Corporation, 3601 NW 63rd Street, Oklahoma



                                       -57-
<Page>

City, Oklahoma 73116, Attention: Jan A. Norton, President, facsimile no: (405)
841-2289. Any notice to 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 The Bank of New York, 101 Barclay
Street, 21st Floor West, New York, New York 10286, Attention: Corporate Trust
Trustee Administration; (b) with respect to the Delaware Trustee, to The Bank of
New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711,
Attention: Corporate Trust Department; and (c) with respect to the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of Local Financial Trust."
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.

      10.9  AGREEMENT NOT TO PETITION.

      Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code of 1978, as amended) (collectively, "Bankruptcy Laws") or
otherwise join in the commencement of any proceeding against the Trust under any
Bankruptcy Law. In the event the Depositor or any of the Trustees takes action
in violation of this Section 10.9, the Property Trustee agrees, for the benefit
of 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 10.9 shall survive the termination of this Trust Agreement.

      10.10 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.



                                       -58-
<Page>

            (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.

      10.11 ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE.

      THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A 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.

      10.12 COUNTERPARTS.

      This Trust Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be an original, and all of which
counterparts together shall constitute one and the same agreement.

      10.13 EXCHANGE ACT OBLIGATIONS.

      For so long as the Trust Securities shall remain outstanding, Depositor
shall fulfill all reporting and filing obligations under the Securities Exchange
Act of 1934, as amended, as applicable to companies having a class of Securities
registered under Section 12(b) or 12(g) thereunder.



                            [SIGNATURE PAGE FOLLOWS]



                                       -59-
<Page>

LOCAL FINANCIAL CORPORATION


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


THE BANK OF NEW YORK, AS
         PROPERTY TRUSTEE


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


THE BANK OF NEW YORK (DELAWARE), AS
         DELAWARE TRUSTEE


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



--------------------------------
Edward A. Townsend,
         as Administrative Trustee



--------------------------------
Jan A. Norton,
         as Administrative Trustee



--------------------------------
Richard L. Park,
         as Administrative Trustee




                                       -60-
<Page>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                         LOCAL FINANCIAL CAPITAL TRUST I

      This Certificate of Trust is being executed as of August 17, 1999 for the
purposes of organizing a business trust pursuant to the Delaware Business Trust
Act, 12 Del. C.ss.ss.3801 et seq. (the "Act").

      The undersigned hereby certifies as follows:

1.    Name. The name of the business trust is "Local Financial Capital Trust I"
      (the "Trust").

2.    Delaware Trustee. The name and business address of the Delaware trustee of
      the Trust meeting the requirements of Section 3807 of the Act are as
      follows:

      The Bank of New York (Delaware)
      23 White Clay Center
      Route 273
      Newark, Delaware 19711

3.    Effective. This Certificate of Trust shall be effective immediately upon
      filing in the Office of the Secretary of State of the State of Delaware.

      IN WITNESS WHEREOF, the undersigned being all of the trustees of the
Trust, have duly executed this Certificate of Trust as of the day and year first
above written.

THE BANK OF NEW YORK (DELAWARE), AS
  DELAWARE TRUSTEE


By: /s/ Walter N. Gitlin
   ---------------------------------
   Name:  Walter N. Gitlin
   Title: Authorized Signatory



                                      A-1

<Page>



ADMINISTRATIVE TRUSTEE


/s/ Edward A. Townsend
-----------------------------------
    Name: Edward A. Townsend


ADMINISTRATIVE TRUSTEE

/s/ Jan A. Norton
-----------------------------------
    Name: Jan A. Norton


ADMINISTRATIVE TRUSTEE


/s/ Richard L. Park
---------------------------
    Name: Richard L. Park




                                      A-2

<Page>


                                                                       EXHIBIT B

                THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS
             DESCRIBED IN THE TRUST AGREEMENT (AS DEFINED BELOW)

CERTIFICATE NUMBER _____                      NUMBER OF COMMON SECURITIES _____

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                         LOCAL FINANCIAL CAPITAL TRUST I

                                COMMON SECURITIES
                  (LIQUIDATION AMOUNT $25 PER COMMON SECURITY)


      LOCAL FINANCIAL CAPITAL TRUST I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
LOCAL FINANCIAL CORPORATION (the "Holder") is the registered owner of
_______________ (__________) common securities of the Trust representing
undivided beneficial interests in the assets of the Trust and designated the
Common Securities (liquidation amount $25 per Common Security) (the "Common
Securities"). Except as provided in Section 5.10 of the Trust Agreement (as
defined below), the Common Securities are not transferable and, to the
fullest extent permitted by law, any attempted prohibited 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 Declaration of 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.

LOCAL FINANCIAL CAPITAL TRUST I


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



                                      B-1

<Page>


                                                                       EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES


      AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
________, 2001, between LOCAL FINANCIAL CORPORATION, a Delaware corporation (the
"Company"), and LOCAL 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 ____% Junior Subordinated Debentures (the
"Debentures") from, the Company and to issue and sell Local 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

      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 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.


                                      C-1

<Page>


      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 reinstated, as the case may be, if at any time any
holder of 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 The Bank of New York as guarantee trustee or under this Agreement for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

      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.

      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.




                                       C-2

<Page>

      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

      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.

      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 any of the holders of the Preferred
Securities.

      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 facsimile):

      Local Financial Capital Trust I
      c/o Local Financial Corporation
      3601 NW 63rd Street
      Oklahoma City, Oklahoma 73116
      Facsimile: (405) 841-2289
      Attention:  Jan A. Norton, Administrative Trustee

      Local Financial Corporation
      3601 NW 63rd Street
      Oklahoma City, Oklahoma 73116
      Facsimile: (405) 841-2289
      Attention:  Jan A. Norton, President



                                       C-3

<Page>


      2.4   Governing Law.

      This agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Delaware (without regard to conflict of
laws principles).

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

LOCAL FINANCIAL CORPORATION


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


LOCAL FINANCIAL CAPITAL TRUST I


By:                        , as Administrative Trustee
   ------------------------
   Name:






                                       C-4


<Page>


                                                                       EXHIBIT D

CERTIFICATE NUMBER _____                     NUMBER OF PREFERRED SECURITIES_____

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                         LOCAL FINANCIAL CAPITAL TRUST I

                  ______% CUMULATIVE TRUST PREFERRED SECURITIES
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

                                                            CUSIP NO. __________


      Local 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 of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the ________% Cumulative Trust Preferred
Securities (liquidation amount $25 per Preferred Security) (the "Preferred
Securities"). The Preferred Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon
surrender of this Certificate duly endorsed and in proper form for transfer
as provided in Section 5.4 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 Declaration of 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 Preferred Securities as set forth therein. The
Holder is entitled to the benefits of the Preferred Securities Guarantee
Agreement entered into by Local Financial Corporation, a Delaware
corporation, and The Bank of New York as guarantee trustee, dated as of
________, 2001, as the same may be amended from time to time (the
"Guarantee"), to the extent provided therein. The Trust shall furnish a copy
of the Trust Agreement and the Guarantee to the Holder without charge upon
written request to the Trust at its principal place of business or registered
office.

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

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




                                       D-1

<Page>


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

LOCAL FINANCIAL CAPITAL TRUST I

By:
   -----------------------------
   Jan A. Norton


By:
   -----------------------------
   Edward A. Townsend


By:
   -----------------------------
   Richard L. Park





                                       D-2

<Page>


                                     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
            Local Financial Capital Trust I or its agent for registration of
            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 requested 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-3

<Page>


                        [FORM OF REVERSE OF CERTIFICATE]

      The Trust will furnish without charge to any registered owner of Preferred
Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any
such request should be in writing and addressed to Local Financial Capital Trust
I, c/o Secretary, Local Financial Corporation, 3601 NW 63rd Street, Oklahoma
City, Oklahoma 73116, 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>
TEN COM -- as tenants in common                      UNIF GIFT MIN ACT -- under Uniform Gift
TEN ENT -- as tenants by the entireties                                   to Minors Act and
JT TEN --  as joint tenants with right of                                 not as tenants
           survival
</Table>


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

                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
                                transfers unto:




     (Please insert social security or other identifying number of assignee)




                    (insert address and zip code of assignee)

the within Certificate and all rights and interests represented by the Preferred
Securities evidenced thereby, and hereby irrevocably constitutes and appoints

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

substitution in the premises.

Dated:                                  Signature:
      ----------------------------                ------------------------------
                                                    Note: The signature(s) to
                                                    this assignment must
                                                    correspond with the
                                                    name(s) as written upon
                                                    the face of this Certificate
                                                    in every particular, without
                                                    alteration or enlargement,
                                                    or any change whatever.

Signature(s) Guaranteed:

----------------------------------------
NOTICE: Signature(s) must be guaranteed by an "eligible
guarantor institution" that is a member or participant
in a "signature guarantee program" (i.e., the Securities
Transfer Agents Medallion Program, the Stock Exchange
Medallion Program or the New York Stock Exchange, Inc.
Medallion Signature Program).



                                      D-4

<Page>

                                                                       EXHIBIT E

             FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION

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

THE BANK OF NEW YORK,
   as Authentication Agent and Registrar

By:
    ----------------------------------------------------------------------------
         AUTHORIZED SIGNATURE







                                      E-1