<PAGE>   1
                                                                  EXHIBIT 4.9(c)

                           INDYMAC CAPITAL TRUST III

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      AMONG

                       INDYMAC BANCORP, INC., AS DEPOSITOR

                  WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE

                  WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                 AND THE SEVERAL HOLDERS OF THE TRUST SECURITIES

                         DATED AS OF _____________, 2001


<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                <C>                                                                  <C>
ARTICLE 1 DEFINED TERMS...................................................................1

  SECTION 1.1.     Definitions............................................................1

ARTICLE 2 CONTINUATION OF THE ISSUER TRUST...............................................11

  SECTION 2.1.     Name..................................................................11
  SECTION 2.2.     Office of the Delaware Trustee; Principal Place Of Business...........11
  SECTION 2.3.     Initial Contribution of Trust Property; Organizational Expenses.......11
  SECTION 2.4.     Issuance of the Trust Preferred Securities............................11
  SECTION 2.5.     Issuance of the Common Securities; Subscription and
                     Purchase 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 3 PAYMENT ACCOUNT................................................................16

  SECTION 3.1.     Payment Account.......................................................16

ARTICLE 4 DISTRIBUTIONS; REDEMPTION......................................................16

  SECTION 4.1.     Distributions.........................................................16
  SECTION 4.2.     Redemption............................................................17
  SECTION 4.3.     Ranking of Common Securities..........................................19
  SECTION 4.4.     Payment Procedures....................................................20
  SECTION 4.5.     Tax Returns and Reports...............................................20
  SECTION 4.6.     Payment of Expenses of the Issuer Trust...............................20
  SECTION 4.7.     Payments under Indenture or Pursuant to Direct Actions................21

ARTICLE 5 TRUST SECURITIES CERTIFICATES..................................................21

  SECTION 5.1.     Initial Ownership.....................................................21
  SECTION 5.2.     The Trust Securities Certificates.....................................21
  SECTION 5.3.     Execution and Delivery of Trust Securities Certificates...............21
  SECTION 5.4      Registration of Transfer and Exchange of Trust Preferred Securities
                   Certificates..........................................................22
  SECTION 5.5.     Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates....22
  SECTION 5.6.     Persons Deemed Holders................................................23
  SECTION 5.7.     Access to List of Holders' Names and Addresses........................23
  SECTION 5.8.     Maintenance of Office Agency..........................................23
  SECTION 5.9.     Appointment of Paying Agent...........................................23
  SECTION 5.10.    Ownership of Common Securities by Depositor...........................24
  SECTION 5.11.    Book-Entry Trust Preferred Securities Certificates; Common
                   Securities Certificate................................................24

</TABLE>




                                       i

<PAGE>   3

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                <C>                                                                  <C>
  SECTION 5.12.    Notices to Clearing Agency............................................25
  SECTION 5.13.    Definitive Trust Preferred Securities Certificates....................25
  SECTION 5.14.    Rights of Holders; Waivers of Past Defaults...........................26
  SECTION 5.15.    CUSIP Numbers.........................................................28

ARTICLE 6 ACTS OF HOLDERS; MEETINGS; VOTING..............................................28

  SECTION 6.1.     Limitations on Voting Rights..........................................28
  SECTION 6.2.     Notice of Meetings....................................................29
  SECTION 6.3.     Meetings of Holders of the Trust Preferred Securities.................29
  SECTION 6.4.     Voting Rights.........................................................30
  SECTION 6.5.     Proxies, etc..........................................................30
  SECTION 6.6.     Holder Action by Written Consent......................................30
  SECTION 6.7.     Record Date for Voting and Other Purposes.............................30
  SECTION 6.8.     Acts of Holders.......................................................31
  SECTION 6.9.     Inspection of Records.................................................32

ARTICLE 7 REPRESENTATIONS AND WARRANTIES.................................................32

  SECTION 7.1.     Representations and Warranties of the Property Trustee and the
                   Delaware Trustee......................................................32
  SECTION 7.2.     Representations and Warranties of Depositor...........................33

ARTICLE 8 THE ISSUER TRUSTEES............................................................33

  SECTION 8.1.     Certain Duties and Responsibilities...................................33
  SECTION 8.2.     Certain Notices.......................................................36
  SECTION 8.3.     Certain Rights of Property Trustee....................................36
  SECTION 8.4.     Not Responsible for Recitals or Issuance of Securities................38
  SECTION 8.5.     May Hold Securities...................................................38
  SECTION 8.6.     Compensation; Indemnity; Fees.........................................38
  SECTION 8.7.     Corporate Property Trustee Required; Eligibility of Issuer Trustees
                   and Administrative Trustees...........................................39
  SECTION 8.8.     Conflicting Interests.................................................40
  SECTION 8.9.     Co-Trustees and Separate Trustee......................................40
  SECTION 8.10.    Resignation and Removal; Appointment of Successor.....................41
  SECTION 8.11.    Acceptance of Appointment by Successor................................43
  SECTION 8.12.    Merger, Conversion, Consolidation or Succession to Business...........43
  SECTION 8.13.    Preferential Collection of Claims Against Depositor or Issuer Trust...43
  SECTION 8.14.    Trustee May File Proofs of Claim......................................44
  SECTION 8.15.    Reports by Property Trustee...........................................44
  SECTION 8.16.    Reports to the Property Trustee.......................................45
  SECTION 8.17.    Evidence of Compliance with Conditions Precedent......................45
  SECTION 8.18.    Number of Issuer Trustees.............................................45
  SECTION 8.19.    Delegation of Power...................................................45

ARTICLE 9 DISSOLUTION, LIQUIDATION AND MERGER............................................46

  SECTION 9.1.     Dissolution Upon Expiration Date......................................46
  SECTION 9.2.     Early Dissolution.....................................................46



</TABLE>


                                       ii


<PAGE>   4

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                <C>                                                                  <C>
  SECTION 9.3.     Dissolution...........................................................46
  SECTION 9.4.     Liquidation...........................................................47
  SECTION 9.5.     Mergers, Consolidations, Amalgamations or Replacements of
                   Issuer Trust..........................................................48

ARTICLE 10 MISCELLANEOUS PROVISIONS......................................................49

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


EXHIBITS:

Exhibit A  -   Certificate of Trust
Exhibit B  -   Form of Certificate Depository Agreement
Exhibit C  -   Form of Common Securities Certificate
Exhibit D  -   Form of Trust Preferred Securities Certificate

</TABLE>



                                      iii





<PAGE>   5
                                                                       EXHIBIT B

        AMENDED AND RESTATED TRUST AGREEMENT, dated as of ____________, 2001
among (i) IndyMac Bancorp, Inc., a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) Wilmington Trust Company, a
Delaware banking corporation, as property trustee (in such capacity, the
"Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Bank"), (iii) Wilmington Trust Company, a
Delaware banking corporation, as Delaware trustee (in such capacity, the
"Delaware Trustee"), (iv) ________________________, an individual, and
___________________, an individual, each of whose address is c/o IndyMac
Bancorp, Inc. 155 North Lake Avenue, Pasadena, California 91101 (each, an
"Administrative Trustee," and collectively, the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee, and the Administrative Trustees being
referred to collectively as the "Issuer Trustees"), and (v) the several Holders,
as hereinafter defined.

                                   WITNESSETH

        WHEREAS, the Depositor and certain of the Issuer Trustees have
heretofore duly declared and established a business trust (the "Issuer Trust")
pursuant to the Delaware Business Trust Act (as hereinafter defined) by entering
into that certain Trust Agreement, dated as of August 16, 2001 (the "Original
Trust Agreement"), and by the execution and filing with the Secretary of State
of the State of Delaware of the Certificate of Trust, filed on August 16, 2001,
attached as Exhibit A; and

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

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

                                    ARTICLE 1
                                  DEFINED TERMS

        SECTION 1.1. DEFINITIONS.

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

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

        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;



<PAGE>   6

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

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

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

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

        "Act" has the meaning specified in Section 6.8.

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

        "Additional Sums" has the meaning specified in Section 1007 of the
Indenture.

        "Administrative Trustee" means each of the individuals identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in such
individual's capacity as Administrative Trustee of the Trust formed and
continued hereunder and not in such individual's individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

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

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

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

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

                (a) the entry of a decree or order by a court having
        jurisdiction in the premises judging such Person a bankrupt or
        insolvent, or approving as properly filed a petition seeking
        reorganization, arrangement, adjudication or composition of or in
        respect of such Person under any applicable Federal or State bankruptcy,
        insolvency, reorganization or


                                       2

<PAGE>   7

        other similar law, or appointing a receiver, liquidator, assignee,
        trustee, sequestrator (or other similar official) of such Person or of
        any substantial part of its property or ordering the winding up or
        liquidation of its affairs, and the continuance of any such decree or
        order unstayed and in effect for a period of 60 consecutive days; or

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

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

        "Board of Directors" means the board of directors of the Depositor or a
committee designated by the board of directors of the Depositor, comprised of
two or more members of the board of directors of the Depositor or officers of
the Depositor, or both.

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

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

        "Book-Entry Trust Preferred Security" means a Trust Preferred Security,
the ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 5.11.

        "Business Day" means a day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in The City of New York or Wilmington,
Delaware are authorized or required by law or executive order to remain closed.

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

        "Certificate of Trust" has the meaning specified in the recitals hereof,
as amended from time to time.



                                       3


<PAGE>   8

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

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

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

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

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

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

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

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

        "Debenture Event of Default" means any "Event of Default" specified in
Section 501 of the Indenture.

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

        "Debenture Tax Event" means a "Tax Event" as defined in the Indenture.

        "Debenture Trustee" means The Bank of New York, a New York banking
corporation, solely in its capacity as trustee pursuant to the Indenture and not
in its individual capacity, or its successor in interest in such capacity, or
any successor trustee appointed as provided in the Indenture.

        "Debentures" means the Depositor's [title of debentures], issued
pursuant to the Indenture.

        "Definitive Trust Preferred Securities Certificates" means either or
both (as the context requires) of (i) Trust Preferred Securities Certificates
issued as Book-Entry Trust Preferred



                                       4

<PAGE>   9
        Securities Certificates as provided in Section 5.11, and (ii) Trust
Preferred Securities Certificates issued in certificated, fully registered form
as provided in Section 5.13.

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

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

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

        "Depositor Bankruptcy Event" means (i) the entry of a decree or order
for relief in respect of the Depositor by a court having jurisdiction in the
premises in an involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days or (ii) the commencement by
the Depositor of a voluntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or the consent by the Depositor to the entry of a decree
or order for relief in an involuntary case under any such law.

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

        "Distribution Period" means the period of time beginning on any
Distribution Date and ending on the day immediately preceding the next
succeeding Distribution Date.

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

        "DTC" means The Depository Trust Company.

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

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

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

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

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

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



                                       5



<PAGE>   10

        specified in clause (b) or (c) above) and continuation of such default
        or breach for a period of 30 days after there has been given, by
        registered or certified mail, to the Issuer Trustees and to the
        Depositor by the Holders of at least 25% in aggregate Liquidation Amount
        of the Outstanding Trust 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 if a successor Property Trustee has not been appointed
        within 90 days thereof.

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

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

         "Guarantee" means the 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 Trust Securities, as amended from time to time.

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

        "Indenture" means the Junior Subordinated Indenture, dated as of
_______________, 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, or
any successor statute thereto, in each case as amended from time to time.

        "Issuer Trust" means the Delaware business trust known as "IndyMac
Capital Trust III" which was created on August 16, 2001 under the Delaware
Business Trust Act pursuant to the Original Trust Agreement and the filing of
the Certificate of Trust, and continued pursuant to this Trust Agreement.

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

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

        "Like Amount" means (a) with respect to a redemption of any Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Debentures to be contemporaneously redeemed in accordance with the
Indenture, the proceeds of which will be used to pay the Redemption Price of
such Trust Securities, (b) with respect to a distribution of Debentures to
Holders of Trust Securities in connection with a dissolution or liquidation of
the


                                       6


<PAGE>   11

Issuer Trust, Debentures having a principal amount equal to the Liquidation
Amount of the Trust Securities of the Holder to whom such Debentures are
distributed, and (c) with respect to any distribution of Additional Amounts to
Holders of Trust Securities, Debentures having a principal amount equal to the
Liquidation Amount of the Trust Securities in respect of which such distribution
is made.

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

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

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

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

        "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chairman of the Board of Directors of such Person, a Vice Chairman
of the Board of Directors of such Person, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of such Person. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
shall include:

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

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

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

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

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

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




                                       7


<PAGE>   12
        "Outstanding," when used with respect to Trust Securities, means, as of
the date of determination, all Trust Securities theretofore executed and
delivered under this Trust Agreement, except:

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

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

                (c) Trust Securities that have been paid or in exchange for or
        in lieu of which other Trust 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 Trust Preferred Securities have given any
        request, demand, authorization, direction, notice, consent or waiver
        hereunder, Trust Preferred Securities owned by the Depositor, any Issuer
        Trustee, or any Affiliate of the Depositor or any Issuer Trustee shall
        be disregarded and deemed not to be Outstanding, except that (a) in
        determining whether any Issuer Trustee shall be protected in relying
        upon any such request, demand, authorization, direction, notice, consent
        or waiver, only Trust Preferred Securities that such Issuer 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 Trust Preferred
        Securities are owned by the Depositor, one or more of the Issuer
        Trustees, one or more of the Administrative Trustees and/or any such
        Affiliate. Trust Preferred Securities so owned that have been pledged in
        good faith may be regarded as Outstanding if the pledgee establishes to
        the satisfaction of the Administrative Trustees the pledgee's right so
        to act with respect to such Trust Preferred Securities and that the
        pledgee is not the Depositor or any Affiliate of the Depositor.

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

        "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be __________________.

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

        "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, company,
limited liability company, trust,



                                       8

<PAGE>   13

unincorporated association, or government or any agency or political subdivision
thereof, or any other entity of whatever nature.

        "Property Trustee" means the Person identified as the "Property Trustee"
in the preamble to this Trust Agreement, solely in its capacity as Property
Trustee of the Trust 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, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures.

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

        "Responsible Officer" means, with respect to any Issuer Trustee, the
President, any Senior Vice President, any Vice Present, any Assistant Vice
President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant
Treasurer, any Trust Officer or Assistant Trust Officer of such Issuer Trustee.

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

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

        "Successor Trust Preferred Securities" of any particular Trust Preferred
Securities Certificate means every Trust Preferred Securities Certificate issued
after, and evidencing all or a portion of the same beneficial interest in the
Issuer Trust as that evidenced by, such particular Trust Preferred Securities
Certificate; and, for the purposes of this definition, any Trust Preferred
Securities Certificate executed and delivered under Section 5.5 in exchange for
or in lieu of a mutilated, destroyed, lost or stolen Trust Preferred Securities
Certificate shall be deemed to evidence the same beneficial interest in the
Issuer Trust as the mutilated, destroyed, lost or stolen Trust Preferred
Securities Certificate.

        "Tax Event" means the receipt by the Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change (including any announced proposed change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which proposed
change, pronouncement or decision is announced on or after the date of issuance
of the Trust Preferred Securities under this Trust Agreement, there is more than
an insubstantial risk that (i) the Trust is, or will be


                                       9


<PAGE>   14

within 90 days after the date of such Opinion of Counsel, subject to United
States federal income tax with respect to income received or accrued on the
Debentures, (ii) interest payable by the Depositor on the Debentures is not, or
within 90 days after the date of such Opinion of Counsel, will not be,
deductible by the Depositor, in whole or in part, for United States federal
income tax purposes or (iii) the Trust is, or will be within 90 days after the
date of such Opinion of Counsel, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

        "Time of Delivery" means [date].

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

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

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

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

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

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

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

        "Underwriting Agreement" means the Underwriting Agreement, dated as of
___________, 2001, among the Trust, the Depositor and
_____________________________, as representative of the underwriters named
therein, and shall also include any related pricing agreement.

        "Vice President," when used with respect to the Depositor, means any
duly appointed vice president, whether or not designated by a number or a word
or words added before or after the title "vice president."


                                       10


<PAGE>   15
                                    ARTICLE 2
                        CONTINUATION OF THE ISSUER TRUST

        SECTION 2.1. NAME.

        The trust continued hereby shall be known as "IndyMac Capital Trust
III," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders and the other Issuer Trustees,
in which name the Administrative Trustees and the other Issuer Trustees may
conduct the business of the Issuer Trust, make and execute contracts and other
instruments on behalf of the Issuer Trust and sue and be sued on behalf of the
Trust.

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

        The address of the Delaware Trustee in the State of Delaware is Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, or such
other address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Depositor, the Property Trustee and the Administrative
Trustees. The principal executive office of the Issuer Trust is 155 North Lake
Avenue, Pasadena, California 91101.

        SECTION 2.3. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
                     EXPENSES.

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

        SECTION 2.4. ISSUANCE OF THE TRUST PREFERRED SECURITIES.

        On ___________, 2001, the Depositor, both on its own behalf and on
behalf of the Issuer Trust pursuant to the Original Trust Agreement, executed
and delivered the Underwriting Agreement. Contemporaneously with the execution
and delivery of this Trust Agreement, an Administrative Trustee, on behalf of
the Trust, shall execute in accordance with Section 5.3 and deliver to the
Underwriters named in the Underwriting Agreement a Trust Preferred Securities
Certificate, registered in the name of the nominee of the initial Clearing
Agency, in an aggregate amount of _____________ Trust Preferred Securities
having an aggregate Liquidation Amount of $______________, against payment of
the purchase price therefor in immediately available funds, which funds such
Administrative Trustee shall promptly deliver to the Property Trustee.

        SECTION 2.5. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND
                     PURCHASE DEBENTURES.

        Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Issuer Trust, shall
execute in accordance with Section 5.3 and deliver to the Depositor Common
Securities Certificates, registered in the name of the Depositor, in an
aggregate amount of ___________ Common Securities having an aggregate
Liquidation Amount of $____________ against payment by the Depositor of the



                                       11


<PAGE>   16

purchase price therefor in immediately available funds, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.
Contemporaneously therewith, an Administrative Trustee, on behalf the Issuer
Trust, shall subscribe to and purchase from the Depositor Debentures registered
in the name of the Issuer Trust and having an aggregate principal amount equal
to $____________ and shall deliver to the Depositor the purchase price therefor
(being the sum of the amounts delivered to the Property Trustee pursuant to (i)
the second sentence of Section 2.4 and (ii) the first sentence of this Section
2.5).

        SECTION 2.6. DECLARATION OF TRUST.

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

        SECTION 2.7. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

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

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

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

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



                                       12


<PAGE>   17

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

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

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

                        (F) the appointment of a Paying 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 Issuer Trust
                and the execution and filing of the certificate of cancellation
                with the Secretary of State of the State of Delaware;

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

                        (I) execution and delivery of closing certificates, if
                any, pursuant to the Underwriting Agreement and application for
                a taxpayer identification number for the Issuer Trust;

                        (J) unless otherwise determined by the Depositor, the
                Property Trustee, or the Administrative Trustees or as otherwise
                required by the Delaware Business Trust Act or the Trust
                Indenture Act, to execute on behalf of the Issuer Trust (either
                acting alone or together with any or all of the Administrative
                Trustees) any documents that the Administrative Trustees have
                the power to execute pursuant to this Trust Agreement; and

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

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

                        (A) the establishment of the Payment Account;

                        (B) the receipt of the Debentures;





                                       13


<PAGE>   18

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

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

                        (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 Holders 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 Issuer Trust
                and the preparation, execution and filing of the certificate of
                cancellation with the Secretary of State of the State of
                Delaware;

                        (I) after an Event of Default (other than under
                paragraph (b),(c), (d) or (e) of the definition of such term if
                such Event of Default is by or with respect to the Property
                Trustee) 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 Holders (without consideration of the effect of
                any such action on any particular Holder); and

                        (J) 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 Issuer Trust
(or the Issuer Trustees acting on behalf of the Issuer Trust) shall not
undertake any business, activities or transactions except as expressly provided
herein or contemplated hereby. In particular, the Issuer Trustees (acting on
behalf of the Issuer Trust) shall not (i) acquire any investments or engage in
any activities not authorized by this Trust Agreement, (ii) sell, assign,
transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the
Trust Property or interests therein, including to Holders, except as expressly
provided herein, (iii) take any action that would reasonably be expected to
cause the Issuer Trust to become taxable as a corporation or classified as other
than a grantor trust for United States Federal income tax purposes, (iv) incur
any indebtedness for borrowed money or issue any other debt, (v) take or consent
to any action that would result in the placement of a Lien on any of the Trust
Property, (vi) invest any proceeds received by the Issuer Trust from holding the
Debentures, but shall distribute all such proceeds to Holders of Trust
Securities pursuant to the terms of this Trust Agreement and of the Trust
Securities, (vii) acquire any assets other than the Trust Property, (viii)
possess any power



                                       14


<PAGE>   19

or otherwise act in such a way as to vary the Trust Property, (ix) possess any
power or otherwise act in such a way as to vary the terms of the Trust
Securities in any way whatsoever (except to the extent expressly authorized in
this Trust Agreement or by the terms of the Trust Securities) or (x) issue any
securities or other evidences of beneficial ownership of, or beneficial interest
in, the Issuer Trust other than the Trust Securities. The Property Trustee shall
defend all claims and demands of all Persons at any time claiming any Lien on
any of the Trust Property adverse to the interest of the Issuer Trust or the
Holders in their capacity as Holders.

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

                (i) the preparation and filing by the Issuer Trust with the
        Commission of and the execution on behalf of the Issuer Trust of a
        registration statement on the appropriate form in relation to the Trust
        Preferred Securities, 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
        Trust Preferred Securities and the determination of any and all such
        acts, other than actions that must be taken by or on behalf of the
        Issuer Trust, and the advice to the Issuer Trust of actions they must
        take on behalf of the Issuer Trust, and the preparation for execution
        and filing of any documents to be executed and filed by the Issuer Trust
        or on behalf of the Issuer Trust, as the Depositor deems necessary or
        advisable in order to comply with the applicable laws of any such
        states;

                (iii) the preparation for filing by the Issuer Trust and
        execution on behalf of the Issuer Trust of an application to the New
        York Stock Exchange or any other national stock exchange or the Nasdaq
        National Market or any other automated quotation system for listing upon
        notice of issuance of any Trust Preferred Securities and filing with
        such exchange or self-regulatory organization such notification and
        documents as may be necessary from time to time to maintain such
        listing;

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

                (v) the taking of any other actions necessary or desirable to
        carryout any of the foregoing activities.

        (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Issuer Trust
and to operate the Issuer Trust so that the Issuer Trust will not be deemed to
be an "investment company" required to be registered under the Investment
Company Act, and will not be taxable as a corporation or classified as other
than a grantor trust for United States Federal income tax purposes and so that
the Debentures will be treated as indebtedness of the Depositor for United
States Federal income tax purposes. In this connection, the Depositor and the
Administrative Trustees are authorized to



                                       15

<PAGE>   20

take any action, not inconsistent with applicable law, the Certificate of Trust
or this Trust Agreement, that they determine in their discretion to be necessary
or desirable for such purposes, as long as such action does not adversely affect
in any material respect the interests of the Holders of the Outstanding Trust
Preferred Securities. In no event shall the Depositor or the Issuer Trustees be
liable to the Issuer Trust or the Holders for any failure to comply with this
section that results from a change in law or regulation or in the interpretation
thereof.

        SECTION 2.8. ASSETS OF TRUST.

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

        SECTION 2.9. TITLE TO TRUST PROPERTY.

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

                                    ARTICLE 3
                                 PAYMENT ACCOUNT

        SECTION 3.1. PAYMENT ACCOUNT.

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

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

                                    ARTICLE 4
                            DISTRIBUTIONS; REDEMPTION

        SECTION 4.1. DISTRIBUTIONS.

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

                (i) Distributions on the Trust Securities shall be cumulative,
        and will accumulate whether or not there are funds of the Trust
        available for the payment of



                                       16

<PAGE>   21

        Distributions. Distributions shall accumulate from _____________,
        2001 and, except in the event (and to the extent) that the Depositor
        exercises its right to defer the payment of interest on the Debentures
        pursuant to the Indenture, shall be payable quarterly in arrears on the
        ____ day of ___________, ____________, ____________ and ___________ of
        each year, commencing on _____________, 2001. If any date on which a
        Distribution is otherwise payable on the Trust Securities is not a
        Business Day, then the payment of such Distribution shall be made on the
        next succeeding day that is a Business Day (and without any interest or
        other payment in respect of any such delay), with the same force and
        effect as if made on the date on which such payment was originally
        payable, except that, if such Business Day falls in the next calendar
        year, such payment will be made on the immediately preceding Business
        Day, in each case, with the same force and effect as if made on such
        date (each date on which distributions are payable in accordance with
        this Section 4.1(a), a "Distribution Date").

                (ii) In the event (and to the extent) that the Depositor
        exercises its right under the Indenture to defer the payment of interest
        on the Debentures, Distributions on the Trust Securities shall be
        deferred but shall continue to accumulate. 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 quarterly 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 actual number
        of days elapsed in a 360-day year of twelve 30-day months. The amount of
        Distributions payable for any period shall include the Additional
        Amounts, if any.

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

        (b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities at the close of business on the relevant
record date for such Distribution Date, which shall be one Business Day prior to
such Distribution Date; provided, however, that in the event that the Trust
Preferred Securities do not remain in book-entry-only form, the relevant record
date for a Distribution Date shall be the date 15 days prior to such
Distribution Date. Distributions payable on any Trust Securities that are not
punctually paid on any Distribution Date will cease to be payable to the Person
in whose name such Trust Securities are registered on the relevant record date,
and such defaulted Distribution will instead be payable to the Person in whose
name such Trust Securities are registered on the special record date or other
specified date for determining Holders entitled to such defaulted interest
established in accordance with the Indenture.

        SECTION 4.2. REDEMPTION.

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




                                       17


<PAGE>   22

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

                (i) the Redemption Date;

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

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

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

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

                (vi) if the Trust Preferred Securities are no longer in
        book-entry-only form, the place or places where the Trust Preferred
        Securities Certificates 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 Issuer Trust has funds then on hand and available in the Payment
Account for the payment of such Redemption Price.

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



                                       18



<PAGE>   23


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, all rights of Holders
holding Trust Securities so called for redemption will cease, except the right
of such Holders to receive the Redemption Price and any Distribution payable in
respect of the Trust Securities on or prior to the Redemption Date, but without
interest, and such Trust Securities will cease to be outstanding. In the event
that any date on which any Redemption Price is payable is not a Business Day,
then payment of the Redemption Price payable on such date will be made on the
next succeeding day that is a Business Day (without any interest or other
payment in respect of any such delay), except that, if such Business Day falls
in the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Issuer Trust or by the Depositor pursuant to the
Guarantee, Distributions on such Trust Securities will continue to accumulate,
as set forth in Section 4.1, from the Redemption Date originally established by
the Issuer Trust for such Trust Securities to the date such Redemption Price is
actually paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.

        (e) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata to the Common Securities and the Trust Preferred Securities based upon the
relative Liquidation Amounts of such classes. The particular Trust Preferred
Securities to be redeemed shall be selected on a pro rata basis based upon their
respective Liquidation Amounts not more than 60 days prior to the Redemption
Date by the Property Trustee from the Outstanding Trust Preferred Securities not
previously called for redemption, provided that so long as the Trust Preferred
Securities are in book-entry-only form, such selection shall be made in
accordance with the customary procedures for the Clearing Agency for the Trust
Preferred Securities. The Property Trustee shall promptly notify the Securities
Registrar in writing of the Trust Preferred Securities selected for redemption
and, in the case of any Trust 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 Trust Preferred Securities shall relate, in the
case of any Trust Preferred Securities redeemed or to be redeemed only in part,
to the portion of the aggregate Liquidation Amount of Trust Preferred Securities
that has been or is to be redeemed.

        SECTION 4.3. RANKING OF COMMON SECURITIES.

        (a) Payment of Distributions (including any Additional Amounts) on, the
Redemption Price of, and the Liquidation Distribution in respect of the Trust
Securities, as applicable, shall be made, subject to Section 4.2(e), pro rata
among the Common Securities and the Trust Preferred Securities based on the
Liquidation Amount of the Trust Securities, except that if an Event of Default
has occurred and is continuing, the rights of the Holders of the Common



                                       19


<PAGE>   24

        Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise will be subordinated to the rights of the
Holders of the Trust Preferred Securities.

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

        SECTION 4.4. PAYMENT PROCEDURES.

        Payments of Distributions (including any Additional Amounts) in respect
of the Trust 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 Trust Preferred Securities are held by a Clearing Agency,
such Distributions shall be made to the Clearing Agency in immediately available
funds. Payments in respect of the Common Securities shall be made in such manner
as shall be mutually agreed between the Property Trustee and the Holders of the
Common Securities.

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

        SECTION 4.6. PAYMENT OF EXPENSES OF THE ISSUER TRUST.

        The Depositor shall pay to the Issuer Trust, and reimburse the Issuer
Trust for, the full amount of any costs, expenses or liabilities of the Issuer
Trust (other than obligations of the Issuer Trust to pay the Holders of any
Trust Preferred Securities or other similar interests in the Issuer Trust the
amounts due such Holders pursuant to the terms of the Trust Preferred Securities
or such other similar interests, as the case may be), including, without
limitation, any taxes, duties or other governmental charges of whatever nature
(other than withholding taxes) imposed on the Issuer Trust by the United States
or any other taxing authority. Such payment obligation


                                       20

<PAGE>   25

includes any such costs, expenses or liabilities of the Issuer Trust that are
required by applicable law to be satisfied in connection with a dissolution of
the Issuer Trust.

        SECTION 4.7. PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS.

        Any amount payable hereunder to any Holder of Trust Preferred Securities
(or any Owner with respect thereto) shall be reduced by the amount of any
corresponding payment such Holder (or Owner) has directly received pursuant to
Section ____ of the Indenture or Section 5.14 of this Trust Agreement.

                                    ARTICLE 5
                          TRUST SECURITIES CERTIFICATES

        SECTION 5.1. INITIAL OWNERSHIP.

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

        SECTION 5.2. THE TRUST SECURITIES CERTIFICATES.

        The Trust Preferred Securities Certificates shall be issued in minimum
denominations of $1,000 Liquidation Amount and integral multiples of $1,000 in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $1,000 Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be (i) executed on behalf of the Issuer
Trust by manual or facsimile signature of at least one Administrative Trustee
and (ii) authenticated by the Property Trustee by manual or facsimile signature
of an authorized signatory thereof and, if executed by such authorized signatory
of the Property Trustee by facsimile, countersigned by the Securities Registrar
or its agent. 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 Issuer Trust or the Property
Trustee shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Holder, and shall be entitled to the rights and subject to the
obligations of a Holder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

        SECTION 5.3. EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

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



                                       21


<PAGE>   26

        SECTION 5.4. REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST PREFERRED
                     SECURITIES CERTIFICATES.

        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 transfers and exchanges of Trust
Preferred Securities Certificates (the "Securities Register") in which the
transfer agent and registrar designated by the Depositor (the "Securities
Registrar"), subject to such reasonable regulations as it may prescribe, shall
provide for the registration of Trust 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
Trust Preferred Securities Certificates as herein provided. The Bank shall be
the initial Securities Registrar.

        Upon surrender for registration of transfer of any Trust Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.8, the Administrative Trustees or any one of them shall execute on behalf of
the Issuer Trust and deliver, in the name of the designated transferee or
transferees, one or more new Trust 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 Trust Preferred
Securities that have been called for redemption during a period beginning at the
opening of business 15 days before the day of selection for such redemption.

        At the option of a Holder, Trust Preferred Securities Certificates may
be exchanged for other Trust Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount upon
surrender of the Trust Preferred Securities Certificates to be exchanged at the
office or agency maintained pursuant to Section 5.8.

        Every Trust Preferred Securities Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and the
Securities Registrar duly executed by the Holder or his attorney duly authorized
in writing. Each Trust Preferred Securities Certificate surrendered for
registration of transfer or exchange shall be canceled and subsequently disposed
of by an Administrative Trustee or the Securities Registrar in accordance with
such Person's customary practice.

        No service charge shall be made for any registration of transfer or
exchange of Trust Preferred Securities Certificates, 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 Trust Preferred Securities Certificates.

        SECTION 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


                                       22


<PAGE>   27

Securities Certificate shall have been acquired by a bona fide purchaser, the
Administrative Trustees, or any one of them, on behalf of the Issuer Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section 5.5, 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 shall constitute conclusive evidence of an undivided
beneficial interest in the assets of the Issuer Trust corresponding to that
evidenced by the lost, stolen or destroyed Trust Securities Certificate, as if
originally issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

        SECTION 5.6. PERSONS DEEMED HOLDERS.

        The Issuer Trustees and the Securities Registrar shall each treat the
Person in whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner of such Trust Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and
none of the Issuer Trustees, the Administrative Trustees and the Securities
Registrar shall be bound by any notice to the contrary.

        SECTION 5.7. ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES.

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

        SECTION 5.8. MAINTENANCE OF OFFICE AGENCY.

        The Administrative Trustees shall designate an office or offices or
agency or agencies where Trust Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Administrative Trustees initially designate
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, as
its office and agency for such purposes. The Administrative Trustee shall give
prompt written notice to the Depositor, the Property Trustees and to the Holders
of any change in the location of the Securities Register or any such office or
agency.

        SECTION 5.9. APPOINTMENT OF PAYING AGENT.

        The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrative Trustees. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account solely for the
purpose of making the Distributions referred to above. The Property Trustee may
revoke such power and remove the Paying Agent in its sole discretion. The Paying
Agent shall initially be [Name]. Any Person acting as Paying Agent shall be


                                       23


<PAGE>   28

permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative Trustees and the Property Trustee. If [Name] shall no longer be
the Paying Agent or a successor Paying Agent shall resign or its authority to
act be revoked, the Property Trustee shall appoint a successor (which shall be a
bank or trust company) that is reasonably acceptable to the Administrative
Trustees to act as Paying Agent. Such successor Paying Agent or any additional
Paying Agent shall execute and deliver to the Issuer Trustees an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Issuer Trustees that as Paying Agent, such successor Paying Agent or
additional Paying Agent will hold all sums, if any, held by it for payment to
the Holders in trust for the benefit of the Holders entitled thereto until such
sums shall be paid to such Holders. The Paying Agent shall return all unclaimed
funds to the Property Trustee and upon removal of a Paying Agent such Paying
Agent shall also return all funds in its possession to the Property Trustee. The
provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to [Name] also in its
role as Paying Agent, for so long as [Name.] shall act as Paying Agent and, to
the extent applicable, to any other paying agent appointed hereunder. Any
reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

        SECTION 5.10. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

        At the Time of Delivery, the Depositor shall acquire, and thereafter
shall retain, beneficial and record ownership of the Common Securities. To the
fullest extent permitted by law, other than a transfer in connection with a
consolidation or merger of the Depositor into another Person, or any conveyance,
transfer or lease by the Depositor of its properties and assets substantially as
an entirety to any Person, pursuant to Section 801 of the Indenture, any
attempted transfer of the Common Securities shall be void. The Administrative
Trustees shall cause each Common Securities Certificate issued to the Depositor
to contain a legend stated "THIS CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON
EXCEPT AS DESCRIBED IN THE TRUST AGREEMENT (AS DEFINED BELOW)".

        SECTION 5.11. BOOK-ENTRY TRUST PREFERRED SECURITIES CERTIFICATES; COMMON
                      SECURITIES CERTIFICATE.

        (a) The Trust Preferred Securities Certificates, upon original issuance,
will be issued in the form of a typewritten Trust Preferred Securities
Certificate or Certificates representing Book-Entry Trust Preferred Securities
Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on
behalf of, the Issuer Trust. Such Trust Preferred Securities Certificate or
Certificates shall initially be registered on the Securities Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner
will receive a Definitive Trust Preferred Securities Certificate representing
such Owner's interest in such Trust Preferred Securities, except as provided in
Section 5.13. Unless and until Definitive Trust Preferred Securities
Certificates have been issued to Owners pursuant to Section 5.13;

                (i) the provisions of this Section 5.11(a) shall be in full
        force and effect;

                (ii) the Securities Registrar and the Trustees shall be entitled
        to deal with the Clearing Agency for all purposes of this Trust
        Agreement relating to the Book-Entry Trust Preferred Securities
        Certificates (including the payment of the Liquidation Amount





                                       24


<PAGE>   29

        of and Distributions on the Trust Preferred Securities evidenced
        by Book-Entry Trust Preferred Securities Certificates and the giving of
        instructions or directions to Owners of Trust Preferred Securities
        evidenced by Book-Entry Trust Preferred Securities Certificates) as the
        sole Holder of Trust Preferred Securities evidenced by Book-Entry Trust
        Preferred Securities Certificates and shall have no obligations to the
        Owners thereof;

                (iii) to the extent that the provisions of this Section 5.11
        conflict with any other provisions of this Trust Agreement, the
        provisions of this Section 5.11 shall control; and

                (iv) the rights of the Owners of the Book-Entry Trust Preferred
        Securities Certificate 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 and/or the Clearing Agency
        Participants. Pursuant to the Certificate Depository Agreement, unless
        and until Definitive Trust Preferred Securities Certificates are issued
        pursuant to Section 5.13, the initial Clearing Agency will make
        book-entry transfers among the Clearing Agency Participants and receive
        and transmit payments on the Trust Preferred Securities to such Clearing
        Agency Participants.

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

        SECTION 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 Trust Preferred Securities
are represented by a Book-Entry Trust Preferred Securities Certificates, the
Administrative Trustees and the Issuer Trustee shall give all such notices and
communications specified herein to be given to the Clearing Agency, and shall
have no obligations to the Owners.

        SECTION 5.13. DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES.

        If (a) the Depositor advises the Issuer Trustees in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Trust Preferred Securities Certificates,
and the Depositor is unable to locate a qualified successor, (b) the Depositor
at its option advises the Issuer Trustees in writing that it elects to terminate
the book-entry system through the Clearing Agency or (c) after the occurrence of
a Debenture Event of Default, Owners of Trust Preferred Securities Certificates
representing beneficial interests aggregating at least a majority of the
Liquidation Amount advise the Administrative Trustees in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interest of the Owners of Trust Preferred Securities Certificates, then
the Administrative Trustees shall notify the other Issuer Trustees and the
Clearing Agency, and the Clearing Agency, in accordance with its customary rules
and procedures, shall notify all Clearing Agency Participants for whom it holds
Trust Preferred Securities of the occurrence of any such event and of the
availability of the Definitive Trust Preferred Securities Certificates to Owners
of such class or classes, as applicable, requesting the same. Upon surrender to
the Administrative Trustees of the typewritten Trust Preferred Securities
Certificate or Certificates representing the



                                       25


<PAGE>   30

Book-Entry Trust Preferred Securities Certificates by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees, or any
one of them, shall execute the Definitive Trust Preferred Securities
Certificates in accordance with the instructions of the Clearing Agency. Neither
the Securities Registrar nor the Trustees shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Trust Preferred Securities Certificates, the Issuer Trustees shall recognize the
Holders of the Definitive Trust Preferred Securities Certificates as holders of
Trust Securities. The Definitive Trust Preferred Securities Certificates shall
be typewritten, printed, lithographed or engraved or may be produced in any
other manner as is reasonably acceptable to the Administrative Trustees that
meets the requirements of any stock exchange or automated quotation system on
which the Trust Preferred Securities are then listed or approved for trading, as
evidenced by the execution thereof by the Administrative Trustees or any one of
them.

        SECTION 5.14. RIGHTS OF HOLDERS; WAIVERS OF PAST DEFAULTS.

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

        (b) For so long as any Trust 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 Trust
Preferred Securities then Outstanding shall have the right to make such
declaration by a notice in writing to the Property Trustee, the Depositor and
the Debenture Trustee.

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

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


                                       26


<PAGE>   31

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

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

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

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

                (ii) all Events of Default with respect to the Debentures, other
        than the non-payment of the principal of the Debentures that has become
        due solely by such acceleration, have been cured or waived as provided
        in Section 513 of the Indenture.

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

        Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Trust Preferred Securities a record date shall be established for determining
Holders of Outstanding Trust Preferred Securities entitled to join in such
notice, which record date shall be at the close of business on the day the
Property Trustee receives such notice. The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to join in
such notice, whether or not such Holders remain Holders after such record date;
provided that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day that is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice that has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

        (c) For so long as any Trust Preferred Securities remain Outstanding, to
the fullest extent permitted by law and subject to the terms of this Trust
Agreement and the Indenture, upon a default in the payment of any installment of
interest (including Additional Interest) on any Debenture when due and the
continuance of such default for a period of 30 days (subject to the


                                       27


<PAGE>   32

deferral of any due date resulting from an Extension Period (as defined in the
Indenture) or a default in the payment of principal of any Debentures when due,
any Holder of Trust Preferred Securities shall have the right to institute a
proceeding directly against the Depositor, pursuant to Section 5.08 of the
Indenture, for enforcement of payment to such Holder of any amounts payable in
respect of Debentures having an aggregate principal amount equal to the
aggregate Liquidation Amount of the Trust Preferred Securities of such Holder (a
"Direct Action"). Except as set forth in Section 5.14(b) and this Section
5.14(c), the Holders of Trust Preferred Securities shall have no right to
exercise directly any right or remedy available to the holders of, or in respect
of, the Debentures.

        (d) Except as otherwise provided in paragraphs (a), (b) and (c) of this
Section 5.14, the Holders of at least a Majority in Liquidation Amount of the
Trust Preferred Securities may, on behalf of the Holders of all the Trust
Preferred Securities, waive any past default or Event of Default and its
consequences. Upon such waiver, any such default or Event of Default shall cease
to exist, and any default or Event of Default arising there from shall be deemed
to have been cured, for every purpose of this Trust Agreement, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

        SECTION 5.15. CUSIP NUMBERS.

        The Administrative Trustees in issuing the Trust Preferred Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Property
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Trust Preferred
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Trust
Preferred Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Administrative Trustees will promptly
notify the Property Trustee of any change in the CUSIP numbers.

                                    ARTICLE 6
                        ACTS OF HOLDERS; MEETINGS; VOTING

        SECTION 6.1. LIMITATIONS ON VOTING RIGHTS.

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

        (b) So long as any Debentures are held by the Property Trustee on behalf
of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method
and place of conducting any proceeding for any remedy available to the Debenture
Trustee, or execute any trust or power conferred on the Debenture Trustee with
respect to the Debentures, (ii) waive any past default that may be waived under
Section 513 of the Indenture, (iii) exercise any right to rescind or










                                       28



<PAGE>   33

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

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

        SECTION 6.2. NOTICE OF MEETINGS.

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

        SECTION 6.3. MEETINGS OF HOLDERS OF THE TRUST PREFERRED SECURITIES.

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





                                       29


<PAGE>   34

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

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

        SECTION 6.4. VOTING RIGHTS.

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

        SECTION 6.5. PROXIES, ETC.

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

        SECTION 6.6. HOLDER ACTION BY WRITTEN CONSENT.

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

        SECTION 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES.

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


                                       30

<PAGE>   35

other action, as the case may be, as a record date for the determination of the
identity of the Holders of record for such purposes.

        SECTION 6.8. ACTS OF HOLDERS.

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

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

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

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

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

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



                                       31



<PAGE>   36

        SECTION 6.9. INSPECTION OF RECORDS.

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

                                    ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

        SECTION 7.1. REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND
THE DELAWARE TRUSTEE.

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

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

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

        (c) the Delaware Trustee is a Delaware banking corporation;

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

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

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


                                       32


<PAGE>   37

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

        (g) neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of
any of the transactions by the Property Trustee or the Delaware Trustee (as the
case may be) contemplated herein requires the consent or approval of, the giving
of notice to, the registration with or the taking of any other action with
respect to any governmental authority or agency under any existing law of the
United States or the State of Delaware governing the banking, trust or general
powers of the Property Trustee or the Delaware Trustee (as appropriate in
context) , other than the filing of the Certificate of Trust with the Delaware
Secretary of State; and

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

        SECTION 7.2. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

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

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

                                    ARTICLE 8
                               THE ISSUER TRUSTEES

        SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES.

        (a) The duties and responsibilities of the Issuer Trustees shall be as
provided by this Trust Agreement, subject to Section 10.10 hereof.
Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of
this Trust Agreement shall require any of the Issuer Trustees to expend or risk
its or their own funds or otherwise incur any financial liability in the
performance of any of its or their duties hereunder, or in the exercise of any
of its or their rights or powers, if it or they shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Trust Agreement relating to the
conduct or



                                       33


<PAGE>   38

affecting the liability of or affording protection to the Issuer Trustees shall
be subject to the provisions of this Section 8.1. Nothing in this Trust
Agreement shall be construed to release an Administrative Trustee from liability
for his or her own negligent action, its own negligent failure to act, or his or
her own willful misconduct. To the extent that, at law or in equity, an
Administrative Trustee has duties and liabilities relating to the Issuer Trust
or to the Holders, such Administrative Trustee shall not be liable to the Issuer
Trust or to any Holder for such Administrative 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
Administrative Trustees otherwise existing at law or in equity, are agreed by
the Depositor and the Holders to replace such other duties and liabilities of
the Administrative Trustees.

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

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

        (d) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Trust Agreement (including pursuant to Section 10.10), and no implied covenants
shall be read into this Trust Agreement against the Property Trustee. If an
Event of Default has occurred (that has not been cured or waived pursuant to
Section 5.14, the Property Trustee shall exercise such of the rights and powers
vested in it by this Trust Agreement, and use the same degree of care and skill
in its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

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

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




                                       34


<PAGE>   39

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

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

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

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

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

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

                (vii) subject to Section 8.1(c), no provision of this Trust
        Agreement shall require the Property Trustee to expend or risk its own
        funds or otherwise incur personal financial liability in the performance
        of any of its duties or in the exercise of any of its rights or powers,
        if the Property Trustee shall have reasonable grounds for believing that
        the repayment of such funds or liability is not reasonably assured to it
        under the terms of this Trust Agreement or adequate indemnity against
        such risk or liability is not reasonably assured to it.



                                       35


<PAGE>   40

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

        SECTION 8.2. CERTAIN NOTICES.

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

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

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

        SECTION 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

        Subject to the provisions of Section 8.1:

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

        (b) if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action,
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein, or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Holders of the Trust Preferred Securities are entitled to vote under the
terms of this Trust Agreement, the Property Trustee shall deliver a notice to
the Depositor requesting the Depositor's opinion as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall deem advisable and in the best
interests of the Holders, in which event the Property Trustee shall have no
liability except for its own bad faith, negligence or willful misconduct;

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



                                       36



<PAGE>   41


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

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

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

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

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

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

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

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



                                       37



<PAGE>   42

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

        SECTION 8.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

        SECTION 8.5. MAY HOLD SECURITIES.

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

        SECTION 8.6. COMPENSATION; INDEMNITY; FEES.

        The Depositor agrees:

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

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

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


                                       38


<PAGE>   43

incurred by such Indemnified Person by reason of negligence, bad faith or
willful misconduct with respect to such acts or omissions.

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

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

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

        SECTION 8.7. CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF ISSUER
TRUSTEES AND ADMINISTRATIVE TRUSTEES.

        (a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
a national or state chartered bank and eligible pursuant to the Trust Indenture
Act to act as such and that has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section 8.7 and to the extent permitted
by the Trust Indenture Act, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Property Trustee
with respect to the Trust Securities shall cease to be eligible in accordance
with the provisions of this Section 8.7, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article VIII. At the
time of appointment, the Property Trustee must have securities rated in one of
the three highest rating categories by a nationally recognized statistical
rating organization.

        (b) There shall at all times be one or more 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.




                                       39


<PAGE>   44


        (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 and that shall
act through one or more persons authorized to bind such entity.

        SECTION 8.8. CONFLICTING INTERESTS.

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

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

        SECTION 8.9. CO-TRUSTEES AND SEPARATE TRUSTEE.

        Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Property Trustee shall have the power to appoint,
and upon the written request of the Property Trustee, the Depositor and the
Administrative Trustees shall for such purpose join with the Property Trustee in
the execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as co-trustee, jointly with the Property Trustee, of all
or any part of such Trust Property, or to the extent required by law to act as
separate trustee of any such property, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such Person or Persons
in the capacity aforesaid, any property, title, right or power deemed necessary
or desirable, subject to the other provisions of this Section. Any co-trustee or
separate trustee appointed pursuant to this Section 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.

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

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

        (a) The Trust Securities shall be executed by one or more Administrative
Trustees, and the Trust Securities shall be delivered by the Property Trustee,
and all rights, powers, duties, and obligations hereunder in respect of the
custody of securities, cash and other personal property held by, or required to
be deposited or pledged with, the Property Trustee specified





                                       40



<PAGE>   45

hereunder shall be exercised solely by the Property Trustee and not by such
co-trustee or separate trustee.

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

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

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

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

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

        SECTION 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

        The Holders of the Common Securities shall have the sole right to
appoint, remove or replace the Administrative Trustees is vested exclusively in
the Holders of the Common Securities. No resignation or removal of any
Administrative Trustee and no appointment of a successor Administrative Trustee
pursuant to this Article VIII shall become effective until the acceptance of
appointment by the successor Administrative Trustee in accordance with the
applicable requirements of Section 8.11.

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

        Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Holders and by
appointing a successor Relevant Trustee. The Relevant Trustee shall appoint a
successor by requesting from at least three


                                       41


<PAGE>   46


Persons meeting the eligibility requirements its expenses and charges to serve
as the Relevant Trustee on a form provided by the Administrative Trustees, and
selecting the Person who agrees to the lowest expenses and charges. If the
instrument of acceptance by the successor Issuer Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 60 days after
the giving of such notice of resignation, the Relevant Trustee may petition, at
the expense of the Depositor, in the case of the Property Trustee, any court of
competent jurisdiction for the appointment of a successor Relevant Trustee.

        Unless a Debenture Event of Default under the junior subordinated
indenture shall have occurred and be continuing, any Relevant Trustee may be
removed at any time by the Holders of the Common Securities.

        The Property Trustee or the Delaware Trustee, or both of them, may be
removed by Act of the Holders of at least a Majority in Liquidation Amount of
the Trust Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and, in the case of the Property Trustee, on behalf of the
Issuer Trust) (i) for cause (including upon the occurrence of an Event of
Default described in subparagraph (d) of the definition thereof with respect to
the Relevant Trustee), or (ii) if a Debenture Event of Default shall have
occurred and be continuing at any time.

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

        The Property Trustee shall give notice of each resignation and each
removal of an Issuer Trustee and each appointment of a successor Issuer Trustee
to all Holders in the manner provided in Section 10.8 and shall give notice to
the Depositor and to the Administrative Trustees. Each notice shall include the
name of the successor Relevant Trustee and the address of its Corporate Trust
Office if it is the Property Trustee.

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


                                       42


<PAGE>   47

        SECTION 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

        Upon request of any such successor Issuer Trustee, the Issuer Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Issuer Trustee all such rights, powers and
trusts referred to in the first or second preceding paragraph, as the case may
be.

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

        SECTION 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

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

        SECTION 8.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR
ISSUER TRUST.

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



                                       43



<PAGE>   48


        SECTION 8.14. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

        (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

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

    SECTION 8.15.     REPORTS BY PROPERTY TRUSTEE.

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

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

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



                                       44



<PAGE>   49

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

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

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

        SECTION 8.16. REPORTS TO THE PROPERTY TRUSTEE.

        Each of the Depositor and the Administrative Trustees shall provide to
the Property Trustee such documents, reports and information as required by
Section 314 of the Trust Indenture Act (if any) and the compliance certificate
required by Section 314(a) of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act. The
Depositor and the Administrative Trustees shall annually file with the Property
Trustee a certificate specifying whether such Person is in compliance with all
of the terms and covenants applicable to such Person hereunder.

        SECTION 8.17. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

        SECTION 8.18. NUMBER OF ISSUER TRUSTEES.

        (a) The number of Issuer Trustees shall be four, unless the Property
Trustee also acts as the Delaware Trustee, in which case the number of Issuer
Trustees may be three.

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

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

        SECTION 8.19. 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) or making any governmental filing; and



                                       45



<PAGE>   50

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

                                    ARTICLE 9
                       DISSOLUTION, LIQUIDATION AND MERGER

        SECTION 9.1. DISSOLUTION UPON EXPIRATION DATE.

        Unless earlier dissolved, the Issuer Trust shall automatically dissolve
(the "Expiration Date"), and its affairs be wound up, on
________________________, following the distribution of the Trust Property in
accordance with Section 9.4.

        SECTION 9.2. EARLY DISSOLUTION.

        The first to occur of any of the following events is an "Early
Dissolution Event", the occurrence of which shall cause a dissolution of the
Trust:

        (a) the occurrence of a Depositor Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Depositor, in its capacity as the Holder of
the Common Securities, unless the Depositor shall transfer the Common Securities
as provided by Section 5.10, in which case this provision shall refer instead to
any such successor Holder of the Common Securities;

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

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

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

        SECTION 9.3. TERMINATION.

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



                                       46


<PAGE>   51

        SECTION 9.4. LIQUIDATION.

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

                (i) state the CUSIP Number of the Trust Securities;

                (ii) state the Liquidation Date;

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

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

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

        (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Debentures will be issued to Holders
of Trust Securities Certificates, upon surrender of such Certificates to the
exchange agent for exchange, (iii) any Trust Securities Certificates not so
surrendered for exchange will be deemed to represent a Like Amount of Debentures
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments of interest or principal will be made to Holders of Trust Securities
Certificates with respect to such Debentures) and (iv) all rights of Holders
holding Trust Securities will cease, except the right of such Holders to receive
Debentures upon surrender of Trust Securities Certificates.

        (d) If, notwithstanding the other provisions of this Section 9.4,
whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Debentures in the manner provided
herein is determined by the Property Trustee not to be practical, or if an Early
Dissolution Event specified in clause (c) of Section 9.2 occurs, the Trust
Property shall be liquidated, and the Issuer Trust's affairs wound-up, by the
Property Trustee in



                                       47


<PAGE>   52

such manner as the Property Trustee determines. In such event, Holders will be
entitled to receive out of the assets of the Issuer Trust available for
distribution to Holders, after satisfaction of liabilities to creditors of the
Issuer Trust as provided by applicable law, an amount equal to the 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 Issuer Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable by the Issuer Trust on the Trust
Securities shall be paid on a pro rata basis (based upon Liquidation Amounts).
The Holders of the Common Securities will be entitled to receive Liquidation
Distributions upon any such winding-up pro rata (determined as aforesaid) with
Holders of Trust Preferred Securities.

        SECTION 9.5. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF
ISSUER TRUST.

        The Issuer Trust may not merge with or into, consolidate, amalgamate, or
be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, except pursuant to Section 9.4 or
this Section 9.5. At the request of the Holders of the Common Securities, with
the consent of the Holders of at least a Majority in Liquidation Amount of the
Trust Preferred Securities, and without the consent of the Issuer Trustees, the
Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by
or convey, transfer or lease its properties and assets substantially as an
entirety to a trust organized as such under the laws of any state; provided,
that (i) such successor entity either (a) expressly assumes all of the
obligations of the Issuer Trust with respect to the Trust Preferred Securities,
or (b) substitutes for the Trust Preferred Securities other securities having
substantially the same terms as the Trust Preferred Securities (the "Successor
Securities") so long as the Successor Securities have the same priority as the
Trust Preferred Securities with respect to distributions and payments upon
liquidation, redemption and otherwise, (ii) a trustee of such successor entity
possessing the same powers and duties as the Property Trustee is appointed to
hold the Debentures, (iii) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not cause the Trust Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (iv) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Trust Preferred Securities (including any Successor Securities) in any material
respect, (v) such successor entity has a purpose substantially identical to that
of the Issuer Trust, (vi) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Property Trustee 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 Trust
Preferred Securities (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Issuer Trust nor such
successor entity will be required to register as an "investment company" under
the Investment Company Act, and (vii) the Depositor or its permitted transferee
owns all of the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee Agreement. Notwithstanding the foregoing,
the Issuer Trust shall not, except with the consent of Holders of all of the
Trust 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



                                       48

<PAGE>   53

any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Issuer Trust or the
successor entity to be taxable as a corporation or classified as other than a
grantor trust for United States Federal income tax purposes.

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

        SECTION 10.1. LIMITATION OF RIGHTS OF HOLDERS.

        Except as set forth in Section 9.2, 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 dissolve, annul or terminate
the Trust, nor entitle the legal representatives or heirs of such Person or any
Holder for such person, to claim an accounting, take any action or bring any
proceeding in any court for a partition or winding up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

        SECTION 10.2. AMENDMENT.

        (a) This Trust Agreement may be amended from time to time by the
Administrative Trustees and the Holders of all of the Common Securities, without
the consent of any Holder of the Trust Preferred Securities or the Issuer
Trustees, (i) to cure any ambiguity, correct or supplement any provision herein
that may be inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this
Trust Agreement to such extent as shall be necessary to ensure that the Issuer
Trust will not be taxable as a corporation or classified as other than a grantor
trust for United States Federal income tax purposes at all times that any Trust
Securities are outstanding or to ensure that the Issuer Trust will not be
required to register as an "investment company" under the Investment Company
Act; provided, however, that in the case of either clause (i) or (ii), such
action shall not adversely affect in any material respect the interests of any
Holder. Any such amendment will become effective when notice thereof is given to
the holders of the Trust Preferred Securities.

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

        (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Holder, this Trust Agreement may
not be amended to




                                       49


<PAGE>   54

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

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

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

        (f) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Property Trustee or the Delaware Trustee, this Trust
Agreement may not be amended in a manner that imposes any additional obligation
on, or otherwise adversely affects, the Property Trustee or the Delaware
Trustee.

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

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

        SECTION 10.3. SEPARABILITY.

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

        SECTION 10.4. GOVERNING LAW.

        This Trust Agreement and the rights and obligations of each of the
Holders, the Issuer Trust, the Depositor, and the Issuer Trustees with respect
to this Trust Agreement and the Trust Securities shall be construed in
accordance with and governed by the laws of the State of Delaware without
reference to its conflicts of laws provisions.




                                       50


<PAGE>   55

        SECTION 10.5. PAYMENTS DUE ON NON-BUSINESS DAY.

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

        SECTION 10.6. SUCCESSORS.

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

        SECTION 10.7. HEADINGS.

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

        SECTION 10.8. REPORTS, NOTICES AND DEMANDS.

        Any report, notice, demand or other communication that by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Holder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of Trust Preferred Securities, to such Holder as such Holder's name and address
may appear on the Securities Register; and (b) in the case of the Holder of the
Common Securities or the Depositor, to IndyMac Bancorp, Inc., Attention:
_______________, facsimile no.: _____________, or to such other address as may
be specified in a written notice by the Holder of the Common Securities or the
Depositor, as the case may be, to the Property Trustee. Such notice, demand or
other communication to or upon a Holder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission. Such notice, demand or other communication to or upon the
Depositor shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Depositor.

        Any notice, demand or other communication that by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Issuer Trust, the Property Trustee, the Delaware Trustee, the Administrative
Trustees or the Issuer Trust shall be given in writing addressed to such Person
as follows: (a) with respect to the Property Trustee, to Bank Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
Attention: Corporate Trust Administration (b) with respect to the Delaware
Trustee, to Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware Attention: Corporate Trust Administration; (c) with
respect to the Administrative Trustees, to them at 155 North Lake Avenue,
Pasadena, California 91101 marked "Attention: Administrative Trustees of IndyMac
Capital Trust III"; and (d) with respect to the Issuer Trust,


                                       51


<PAGE>   56

to its principal office specified in Section 2.2, with a copy to the Property
Trustee. Such notice, demand or other communication to or upon the Issuer Trust,
the Property Trustee or the Administrative Trustees shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Issuer
Trust, the Property Trustee or such Administrative Trustee.

        SECTION 10.9. AGREEMENT NOT TO PETITION.

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

        SECTION 10.10. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

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

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

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

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

        THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY
OF ALL THE



                                       52


<PAGE>   57


TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT AND THE
INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE
GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE
ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS
TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER
TRUST AND SUCH HOLDER AND SUCH OTHERS.

        SECTION 10.12. COUNTERPARTS.

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



                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                       53
<PAGE>   58

        IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement.

                                            INDYMAC BANCORP, INC.


                                            By
                                                --------------------------------
                                                Its
                                                     ---------------------------

                                            WILMINGTON TRUST COMPANY,
                                                as Property Trustee


                                            By
                                                --------------------------------
                                                Its
                                                     ---------------------------

                                             WILMINGTON TRUST COMPANY,
                                                as Delaware Trustee


                                            By
                                                --------------------------------
                                                Its
                                                     ---------------------------


                                                --------------------------------
                                                as Administrative Trustee


                                                --------------------------------
                                                as Administrative Trustee





                                       54



<PAGE>   59

                                                                       EXHIBIT C




                     [FORM OF COMMON SECURITIES CERTIFICATE]

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS DESCRIBED IN THE TRUST AGREEMENT



Certificate Number _______                  Number of Common Securities _______

                    Certificate Evidencing Common Securities

                          of IndyMac Capital Trust III

     [__%]Common Securities (liquidation amount $1,000 per Common Security)


        IndyMac Capital Trust III, a statutory business trust created under the
laws of the State of Delaware (the "Issuer Trust"), hereby certifies that
IndyMac Bancorp, Inc. (the "Holder") is the registered owner of
___________________ (___________)Common Securities of the Issuer Trust
representing undivided common beneficial interests in the assets of the Issuer
Trust and designated the ______________ Common Securities (liquidation amount
$1,000 per Common Security) (the "Common Securities"). Except in accordance with
Section 5.10 of the Trust Agreement (as defined below), the Common Securities
are not transferable, to the fullest extent permitted by law and any attempted
transfer hereof other than in accordance therewith shall be void. The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities are set forth in, and this certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Issuer Trust, dated as of _________, 2001, as the same may be amended
from time to time (the "Trust Agreement"), among IndyMac Bancorp, Inc., as
Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust
Company, as Delaware Trustee, the Administrative Trustees named therein and the
Holders of Trust Securities, including the designation of the terms of the
Common Securities as set forth therein. The Issuer Trust will furnish a copy of
the Trust Agreement to the Holder without charge upon written request to the
Issuer Trust at its principal place of business or registered office. Upon
receipt of this certificate, the Holder is bound by the Trust Agreement and is
entitled to the benefits thereunder.

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



<PAGE>   60






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



                                            INDYMAC CAPITAL TRUST III


                                            By:
                                                   -----------------------------
                                            Name:
                                            Title: Administrative Trustee



























                                    Ex. C-2





<PAGE>   61

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Common Securities referred to in the above mentioned
Trust Agreement.

Dated:


                                            Wilmington Trust Company
                                            as Property Trustee


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



























                                    Ex. C-3




<PAGE>   62


                                                                       EXHIBIT D



             [FORM OF GLOBAL TRUST PREFERRED SECURITIES CERTIFICATE]

        This Trust Preferred Securities Certificate is a Book-Entry Trust
Preferred Securities Certificate within the meaning of the Trust Agreement
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Trust Preferred Securities Certificate is
exchangeable for Trust Preferred Securities Certificates registered in the name
of a person other than the Depositary or its nominee only in the limited
circumstances described in the Trust Agreement and may not be transferred except
as a whole by the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary, except in
the limited circumstances described in the Trust Agreement.

        Unless this Trust Preferred Security Certificate is presented by an
authorized representative of The Depository Trust Company, a New York
Corporation ("DTC"), to Wells Fargo Capital [__]or its agent for registration of
transfer, exchange or payment, and any Trust Preferred Security Certificate
issued is registered in the name of Cede & Co. or 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 A PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.

        [**NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS TRUST PREFERRED SECURITIES
CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING AND, IN
THE CASE OF ANY PURCHASER OR HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE
96-23, 95-60, 91-38, 90-1 OR 84-14, HAS COMPLIED WITH ANY REQUEST BY THE
DEPOSITOR OR THE ISSUER TRUST FOR AN OPINION OF COUNSEL OR OTHER EVIDENCE WITH
RESPECT TO THE AVAILABILITY OF SUCH EXEMPTION. ANY PURCHASER OR HOLDER OF THIS
TRUST PREFERRED SECURITIES CERTIFICATE OR ANY INTEREST HEREIN WILL BE DEEMED TO
HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT IT EITHER (A) IS NOT A
PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF OF
OR WITH "PLAN ASSETS" OF ANY PLAN, OR (B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF
AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE
EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING.]



<PAGE>   63

Certificate Number __________     Number of Trust Preferred Securities ________

CUSIP NO.

                Certificate Evidencing Trust Preferred Securities
                          of IndyMac Capital Trust III
         [__%] Trust Preferred Securities (liquidation amount $1,000 per
                           Trust Preferred Security)


        IndyMac Capital Trust III, a statutory business trust created under the
laws of the State of Delaware (the "Issuer Trust"), hereby certifies that Cede &
Co. (the "Holder") is the registered owner of _________________________
(____________)Trust Preferred Securities of the Trust representing an undivided
preferred beneficial interest in the assets of the Trust and designated the
IndyMac Capital Trust III [__%] Trust Preferred Securities (liquidation amount
$1,000 per Trust Preferred Security) (the "Trust Preferred Securities"). The
Trust Preferred Securities are transferable on the books and records of the
Issuer Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
5.5 of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Trust Preferred Securities are set forth in, and this certificate and the Trust
Preferred Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Issuer Trust, dated as of _________, 2001, as the same may be amended
from time to time (the "Trust Agreement"), among IndyMac Bancorp, Inc., as
Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust
Company, as Delaware Trustee, the Administrative Trustees named therein and the
Holders of Trust Securities, including the designation of the terms of the Trust
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement, dated as of _________, 2001, as the same
may be amended from time to time (the "Guarantee Agreement"), by and between
IndyMac Bancorp, Inc., as Guarantor, and The Bank of New York, as Guarantee
Trustee, to the extent provided therein. The Issuer Trust will furnish a copy of
the Issuer Trust Agreement and the Guarantee Agreement to the Holder without
charge upon written request to the Issuer Trust at its principal place of
business or registered office.

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



















                                    Ex. D-2




<PAGE>   64

        IN WITNESS WHEREOF, one of the Administrative Trustees of the Issuer
Trust has executed this certificate this ________ day of __________



                                            INDYMAC CAPITAL TRUST III


                                            By:
                                                   -----------------------------
                                            Name:
                                            Title: Administrative Trustee





























                                    Ex. D-3



<PAGE>   65

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

        This is one of the Trust Preferred Securities referred to in the above
mentioned Trust Agreement.

Dated: __________________


                                            WILMINGTON TRUST COMPANY,
                                            as Property Trustee


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






























                                    Ex. D-4




<PAGE>   66

                                   ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust
Preferred Security to: ________________________________________________ (Insert
assignee's social security or tax identification number) ___________________
(Insert address and zip code of assignee) and irrevocably appoints
____________________________________________________ agent to transfer this
Trust Preferred Securities Certificate on the books of the Issuer Trust. The
agent may substitute another to act for him or her.



Date: ________________                      Signature: _________________________
                                            (Sign exactly as your name appears
                                            on the other side of this Trust
                                            Preferred Securities Certificate)
                                            The signature(s) should be
                                            guaranteed by an eligible guarantor
                                            institution (banks, stockbrokers,
                                            savings and loan associations and
                                            credit unions with membership in an
                                            approved signature guarantee
                                            medallion program), pursuant to
                                            S.E.C. Rule 17Ad-15.

































                                    Ex. D-5