<PAGE>   1
                                                                     Exhibit 4.5





                         SECOND BANCORP CAPITAL TRUST I


                              AMENDED AND RESTATED


                                 TRUST AGREEMENT


                                      AMONG


                   SECOND BANCORP INCORPORATED, AS DEPOSITOR,


                 WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE,


                 WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE,


                                       AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                           DATED AS OF _________, 2001






<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                              <C>
ARTICLE I
DEFINED TERMS.....................................................................................................1
         Section 101.      Definitions............................................................................1


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


ARTICLE III
PAYMENT ACCOUNT..................................................................................................16
         Section 301.      Payment Account.......................................................................16


ARTICLE IV
DISTRIBUTIONS; REDEMPTION........................................................................................16
         Section 401.      Distributions.........................................................................16
         Section 402.      Redemption............................................................................17
         Section 403.      Subordination of Common Securities....................................................20
         Section 404.      Payment Procedures....................................................................21
         Section 405.      Tax Returns and Reports...............................................................21
         Section 406.       Payment of Taxes, Duties, etc. of the Trust..........................................21
         Section 407.      Payments Under Indenture..............................................................22


ARTICLE V
TRUST SECURITIES CERTIFICATES....................................................................................22
         Section 501.      Initial Ownership.....................................................................22
         Section 502.      The Trust Securities Certificates.....................................................22
         Section 503.      Execution, Authentication and Delivery of Trust Securities Certificates...............22
         Section 503A.     Global Preferred Security.............................................................23
         Section 504.      Registration of Transfer and Exchange of Preferred Securities Certificates............24
         Section 505.      Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates....................26
</TABLE>


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<TABLE>
<S>                                                                                                              <C>
         Section 506.      Persons Deemed Securityholders........................................................26
         Section 507.      Access to List of Securityholders' Names and Addresses................................26
         Section 508.      Maintenance of Office or Agency.......................................................27
         Section 509.      Appointment of Paying Agent...........................................................27
         Section 510.      Ownership of Common Securities by Depositor...........................................28
         Section 511.      Trust Securities Certificates.........................................................28
         Section 512.      Notices to Clearing Agency............................................................28
         Section 513.      Rights of Securityholders.............................................................28


ARTICLE VI
ACTS OF SECURITYHOLDERS; MEETINGS; VOTING........................................................................29
         Section 601.      Limitations on Voting Rights..........................................................29
         Section 602.      Notice of Meetings....................................................................30
         Section 603.      Meetings of Preferred Securityholders.................................................31
         Section 604.      Voting Rights.........................................................................31
         Section 605.      Proxies, etc..........................................................................31
         Section 606.      Securityholder Action by Written Consent..............................................31
         Section 607.      Record Date for Voting and Other Purposes.............................................32
         Section 608.      Acts of Securityholders...............................................................32
         Section 609.      Inspection of Records.................................................................33


ARTICLE VII
REPRESENTATIONS AND WARRANTIES...................................................................................33
         Section 701.      Representations and Warranties of the Bank and the Property Trustee...................33
         Section 702.      Representations and Warranties of the Delaware Bank and the Delaware Trustee..........35
         Section 703.      Representations and Warranties of Depositor...........................................36


ARTICLE VIII
TRUSTEES.........................................................................................................36
         Section 801.      Certain Duties and Responsibilities...................................................36
         Section 802.      Certain Notices.......................................................................38
         Section 803.      Certain Rights of Property Trustee....................................................38
         Section 804.      Not Responsible for Recitals or Issuance of Securities................................41
         Section 805.      May Hold Securities...................................................................41
         Section 806.      Compensation; Indemnity; Fees.........................................................41
         Section 807.      Corporate Property Trustee Required; Eligibility of Trustees..........................42
         Section 808.      Conflicting Interests.................................................................43
         Section 809.      Co-Trustees and Separate Trustee......................................................43
         Section 810.      Resignation and Removal; Appointment of Successor.....................................45
         Section 811.      Acceptance of Appointment by Successor................................................46
         Section 812.      Merger, Conversion, Consolidation or Succession to Business...........................47
         Section 813.      Preferential Collection of Claims Against Depositor or Trust..........................47
         Section 814.      Reports by Property Trustee...........................................................47
         Section 815.      Reports to the Property Trustee.......................................................48
</TABLE>


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<PAGE>   4


<TABLE>
<S>                                                                                                              <C>
         Section 816.      Evidence of Compliance with Conditions Precedent......................................48
         Section 817.      Number of Trustees....................................................................48
         Section 818.      Delegation of Power...................................................................48
         Section 819.      Voting................................................................................49


ARTICLE IX
TERMINATION, LIQUIDATION AND MERGER..............................................................................49
         Section 901.      Termination Upon Expiration Date......................................................49
         Section 902.      Early Termination.....................................................................49
         Section 903.      Termination...........................................................................50
         Section 904.      Liquidation...........................................................................50
         Section 905.      Mergers, Consolidations, Conversions, Amalgamations or Replacements of the
                           Trust.................................................................................52


ARTICLE X
MISCELLANEOUS PROVISIONS.........................................................................................53
         Section 1001.     Limitation of Rights of Securityholders...............................................53
         Section 1002.     Amendment.............................................................................53
         Section 1003.     Separability..........................................................................55
         Section 1004.     Governing Law.........................................................................55
         Section 1005.     Payments Due on Non-Business Day......................................................55
         Section 1006.     Successors............................................................................55
         Section 1007.     Headings..............................................................................55
         Section 1008.     Reports, Notices and Demands..........................................................55
         Section 1009.     Agreement Not to Petition.............................................................56
         Section 1010.     Trust Indenture Act; Conflict with Trust Indenture Act................................56
         Section 1011.     Acceptance of Terms of Trust Agreement, Guarantee and Indenture.......................57
         Section 1012.     Counterparts..........................................................................57
         Section 1013.     Exchange Act Obligations..............................................................57

EXHIBITS

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


                                     -iii-
<PAGE>   5


                              CROSS-REFERENCE TABLE

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

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


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

                                      -iv-
<PAGE>   6


                      AMENDED AND RESTATED TRUST AGREEMENT

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of _________, 2001,
among (i) SECOND BANCORP INCORPORATED, an Ohio corporation (including any
successors or assigns, the "Depositor"), (ii) WILMINGTON TRUST COMPANY, a
Delaware banking corporation duly organized and existing under the laws of the
State of Delaware, as property trustee (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 duly
organized and existing under the laws of the State of Delaware, as Delaware
trustee (the "Delaware Trustee," and, in its separate corporate capacity and not
in its capacity as Delaware Trustee, the "Delaware Bank") (iv) R.L. (RICK)
BLOSSOM, an individual, DAVID L. KELLERMAN, an individual, and CHRISTOPHER
STANITZ, an individual, each of whose address is c/o Company (each an
"Administrative Trustee" and collectively the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees"), and (v) THE SEVERAL HOLDERS (as hereinafter
defined).

                                    RECITALS

         WHEREAS, the Depositor, the Delaware Trustee, and R.L. (RICK) BLOSSOM,
DAVID L. KELLERMAN and CHRISTOPHER STANITZ, each as an Administrative Trustee,
have heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by the entering into of that certain Trust
Agreement, dated as of __________, 2001 (the "Original Trust Agreement"), and by
the execution and filing by the Delaware Trustee, the Depositor and the
Administrative Trustees with the Secretary of State of the State of Delaware of
the Certificate of Trust, filed on ___________, 2001, the form of which is
attached as EXHIBIT A; and

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

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


I        DEFINED TERMS

101      Definitions.

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

<PAGE>   7

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

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

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

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

         "Act" has the meaning specified in Section 608.

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

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

         "Administrative Trustee" means each of R.L. Blossom, David L. Kellerman
and Christopher Stanitz, solely in his or her capacity as Administrative Trustee
of the Trust formed and continued hereunder and not in his or her individual
capacity, or such Administrative Trustee's successor in interest in such
capacity, or any successor trustee appointed as herein provided.

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

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

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

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

                                      -2-
<PAGE>   8

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

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

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

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

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

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

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

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

                                      -3-



<PAGE>   9

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

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

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

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

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

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

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

         "Company" means Second Bancorp Incorporated.

         "Corporate Trust Office" means the office at which, at any particular
time, the corporate trust business of the Property Trustee or the Debenture
Trustee, as the case may be, shall be principally administered, which office at
the date hereof, in each such case, is located at Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001, Attn: Corporate Trust
Administration.

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

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

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

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

         "Debentures" means up to $30,824,750 aggregate principal amount of the
Depositor's _____% Subordinated Debentures due 2031, issued pursuant to the
Indenture.

                                      -4-
<PAGE>   10

         "Definitive Preferred Securities Certificates" means Preferred
Securities Certificates issued in certified, fully registered form as provided
in Section 513.

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

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

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

         "Depositary" means DTC or any successor thereto.

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

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

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

         "DTC" means The Depository Trust Company.

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

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

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

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

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

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

                                      -5-
<PAGE>   11

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

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

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

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

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

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

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

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

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

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

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

         "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having an aggregate Liquidation Amount equal to the
aggregate principal amount of Debentures to be contemporaneously redeemed in
accordance with the Indenture and the proceeds of which shall be used to pay the
Redemption Price of such Trust Securities; and

                                      -6-
<PAGE>   12

(b) with respect to a distribution of Debentures to Holders of Trust Securities
in connection with a termination or liquidation of the Trust, Debentures having
a principal amount equal to the Liquidation Amount of the Trust Securities of
the Holder to whom such Debentures are distributed. Each Debenture distributed
pursuant to clause (b) above shall carry with it accrued interest in an amount
equal to the accrued and unpaid interest then due on such Debentures.

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

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

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

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

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

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

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

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

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

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

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

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

                                      -7-
<PAGE>   13

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

         (c) Preferred Securities which have been paid or in exchange for or in
lieu of which other Preferred Securities have been executed and delivered
pursuant to Sections 504, 505, 511 and 513; provided, however, that in
determining whether the Holders of the requisite Liquidation Amount of the
Outstanding Preferred Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Preferred Securities owned by
the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee
shall be disregarded and deemed not to be Outstanding, except that (a) in
determining whether any Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Preferred Securities that such Trustee knows to be so owned shall be so
disregarded; and (b) the foregoing shall not apply at any time when all of the
outstanding Preferred Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate. Preferred Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and the pledgee is not
the Depositor or any other Obligor upon the Preferred Securities or a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Depositor or any Affiliate of the Depositor.

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

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

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

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

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

         "Property Trustee" means the commercial bank or trust company
identified as the "Property Trustee," in the Preamble to this Trust Agreement
solely in its capacity as Property Trustee of the Trust heretofore formed and
continued hereunder and not in its individual

                                      -8-
<PAGE>   14

capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as herein provided.

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

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

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

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

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

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

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

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

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

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

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

                                      -9-
<PAGE>   15

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

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


II       ESTABLISHMENT OF THE TRUST

         201      Name.

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

         202      Office of the Delaware Trustee; Principal Place of Business.

         The address of the Delaware Trustee in the State of Delaware is c/o
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attn: Corporate Trust Administration, or such
other address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Depositor. The principal executive
office of the Trust is c/o Second Bancorp Incorporated, 108 Main Avenue, S.W.,
P.O. Box 1311, Warren, OH 44482-1311.

         203    Initial Contribution of Trust Property; Organizational Expenses.

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

         204      Issuance of the Preferred Securities.

         On ________, 2001, the Depositor and an Administrative Trustee, on
behalf of the Trust and pursuant to the Original Trust Agreement, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 502 and deliver in accordance
with the Underwriting Agreement, Preferred Securities Certificates, registered
in the name of Persons entitled thereto in an aggregate amount of 2,600,000
Preferred Securities having an aggregate Liquidation Amount of $26,000,000
against receipt of the aggregate purchase price of such Preferred Securities of
$26,000,000, which amount such Administrative Trustee shall promptly deliver to
the Property Trustee. If the underwriters exercise their over-allotment option
and there is an Option Closing Date (as such term is defined in the Underwriting
Agreement), then an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver in accordance with the
Underwriting

                                      -10-
<PAGE>   16

Agreement, Preferred Securities Certificates, registered in the name of the
Persons entitled thereto in an aggregate amount of up to 390,000 Preferred
Securities having an aggregate Liquidation Amount of up to $3,900,000 against
receipt of the aggregate purchase price of such Preferred Securities of up to
$3,900,000, which amount such Administrative Trustee shall promptly deliver to
the Property Trustee.

         205      Issuance of the Common Securities; Subscription and Purchase
                  of Debentures.

                  (a)      Contemporaneously with the execution and delivery of
                           this Trust Agreement, an Administrative Trustee, on
                           behalf of the Trust, shall execute in accordance with
                           Section 502 and deliver to the Depositor, Common
                           Securities Certificates, registered in the name of
                           the Depositor, in an aggregate amount of Common
                           Securities having an aggregate Liquidation Amount of
                           $804,130 against payment by the Depositor of such
                           amount. Contemporaneously therewith, an
                           Administrative Trustee, on behalf of the Trust, shall
                           subscribe to and purchase from the Depositor
                           Debentures, registered in the name of the Property
                           Trustee on behalf of the Trust and having an
                           aggregate principal amount equal to $26,804,130 and,
                           in satisfaction of the purchase price for such
                           Debentures, the Property Trustee, on behalf of the
                           Trust, shall deliver to the Depositor the sum of
                           $26,804,130.

                  (b)      If the underwriters exercise the Option and there is
                           an Option Closing Date, then an Administrative
                           Trustee, on behalf of the Trust, shall execute in
                           accordance with Section 502 and deliver to the
                           Depositor, Common Securities Certificates, registered
                           in the name of the Depositor, in an additional
                           aggregate amount of Common Securities having an
                           aggregate Liquidation Amount of up to $120,620
                           against payment by the Depositor of such amount.
                           Contemporaneously therewith, an Administrative
                           Trustee, on behalf of the Trust, shall subscribe to
                           and purchase from the Depositor, additional
                           Debentures, registered in the name of the Trust and
                           having an aggregate principal amount of up to
                           $4,020,620, and, in satisfaction of the purchase
                           price of such Debentures, the Property Trustee, on
                           behalf of the Trust, shall deliver to the Depositor
                           up to $4,020,620, such aggregate amount to be equal
                           to the sum of the amounts received from the Depositor
                           pursuant to Section 205(b) and from one of the
                           Administrative Trustees pursuant to the last sentence
                           of Section 204.

         206      Declaration of Trust.

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

                                      -11-
<PAGE>   17

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

         207      Authorization to Enter into Certain Transactions.

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

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

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

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

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

                                    (D)      assisting in the listing of the
                                             Preferred Securities upon The
                                             Nasdaq National Market or such
                                             securities exchange or exchanges as
                                             shall be determined by the
                                             Depositor, the registration of the
                                             Preferred Securities under the
                                             Exchange Act, the compliance with
                                             the listing requirements of The
                                             Nasdaq National Market or the
                                             applicable securities exchanges and
                                             the preparation and filing of all
                                             periodic and

                                      -12-
<PAGE>   18

                                             other reports and other documents
                                             pursuant to the foregoing;

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

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

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

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

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

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

                                    (A)      the establishment of the Payment
                                             Account;

                                    (B)      the receipt of the Debentures;

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

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

                                      -13-
<PAGE>   19

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

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

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

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

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

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

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

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

                  (c)      In connection with the issue and sale of the
                           Preferred Securities, the Depositor shall have the
                           right and responsibility to assist the Trust with


                                      -14-
<PAGE>   20

                           respect to, or effect on behalf of the Trust, the
                           following (and any actions taken by the Depositor in
                           furtherance of the following prior to the date of
                           this Trust Agreement are hereby ratified and
                           confirmed in all respects):

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

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

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

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

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

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

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

                                      -15-
<PAGE>   21

                           States federal income tax purposes. In this
                           connection, subject to Section 1002, the Depositor
                           and the Administrative Trustees are authorized to
                           take any action, not inconsistent with applicable law
                           or this Trust Agreement, that each of the Depositor
                           and the Trustees determines in their discretion to be
                           necessary or desirable for such purposes.

         208      Assets of Trust.

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

         209      Title to Trust Property.

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


III      PAYMENT ACCOUNT

         301      Payment Account.

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

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

IV       DISTRIBUTIONS; REDEMPTION

         401      Distributions.

                  (a)      Distributions on the Trust Securities shall be
                           cumulative, and shall accumulate whether or not there
                           are funds of the Trust available for the payment of
                           Distributions. Distributions shall accumulate from
                           [Date of Issuance] ________, 2001, and, except during
                           any Extended Interest Payment Period with respect to
                           the Debentures, shall be payable quarterly in arrears
                           on the last calendar day of March, June, September
                           and

                                      -16-
<PAGE>   22

                           December of each year, commencing on December 31,
                           2001. If any date on which a Distribution is
                           otherwise payable on the Trust Securities is not a
                           Business Day, then the payment of such Distribution
                           shall be made on the next succeeding day that is a
                           Business Day (and without any interest or other
                           payment in respect of any such delay) except that, if
                           such Business Day is in the next succeeding calendar
                           year, such payment shall be made on the immediately
                           preceding Business Day (and without any reduction of
                           interest or any other payment in respect of any such
                           acceleration), in each case with the same force and
                           effect as if made on such date (each date on which
                           distributions are payable in accordance with this
                           Section 401(a), a "Distribution Date").

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

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

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

         402      Redemption.

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

                                      -17-
<PAGE>   23

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

                           (i)      the Redemption Date;

                           (ii)     the Redemption Price;

                           (iii)    the CUSIP number;

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

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

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

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

                  (d)      If the Property Trustee gives a notice of redemption
                           in respect of any Preferred Securities, then, by
                           12:00 noon, New York City time, on the Redemption
                           Date, subject to Section 402(c), the Property
                           Trustee, subject to Section 402(c), shall, with
                           respect to Preferred Securities held in global form,
                           deposit with the Clearing Agency for such Preferred
                           Securities, to the extent available therefor, funds
                           sufficient to pay the applicable Redemption Price and
                           will give such Clearing Agency irrevocable
                           instructions and authority to pay the Redemption
                           Price to the Holders of the Preferred Securities.
                           With respect to Trust Securities that are not held in
                           global form, the Property Trustee, subject to Section
                           402(c), shall deposit with the Paying Agent funds
                           sufficient to pay the applicable Redemption Price and
                           shall give the Paying Agent irrevocable instructions
                           and authority to pay the Redemption Price to the
                           record holders thereof upon surrender of their
                           Preferred Securities Certificates. Notwithstanding


                                      -18-
<PAGE>   24

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

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

                  (f)      Subject to Section 403(a), if less than all the
                           Outstanding Trust Securities are to be redeemed on a
                           Redemption Date, then the aggregate Liquidation
                           Amount of Trust Securities to be redeemed shall be
                           allocated on a pro rata

                                      -19-
<PAGE>   25

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

         403      Subordination of Common Securities.

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

                                      -20-
<PAGE>   26

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

         404      Payment Procedures.

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

         405      Tax Returns and Reports.

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

         406      Payment of Taxes, Duties, etc. of the Trust.

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

                                      -21-
<PAGE>   27

         407      Payments Under Indenture.

         Any amount payable hereunder to any Holder of Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder has
directly received under the Indenture pursuant to Section 513(b) or (c) hereof.


V        TRUST SECURITIES CERTIFICATES

         501      Initial Ownership.

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

         502      The Trust Securities Certificates.

         The Preferred Securities Certificates shall be issued in minimum
denominations of the Liquidation Amount and integral multiples of the
Liquidation Amount in excess thereof, and the Common Securities Certificates
shall be issued in denominations of the Liquidation Amount and multiples thereof
(which may, in the case of the Common Securities, include fractional amounts).
The Trust Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of at least one Administrative Trustee. Trust
Securities Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefits of this Trust Agreement, notwithstanding that such individuals
or any of them shall have ceased to be so authorized prior to the delivery of
such Trust Securities Certificates or did not hold such offices at the date of
delivery of such Trust Securities Certificates. A transferee of a Trust
Securities Certificate shall become a Securityholder, and shall be entitled to
the rights and subject to the obligations of a Securityholder hereunder, upon
due registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 504, 511 and 513.

         503      Execution, Authentication and Delivery of Trust Securities
                  Certificates.

                  (a)      On the Closing Date and on any date on which the
                           underwriters exercise their over-allotment option, as
                           applicable (an "Option Closing Date"), the
                           Administrative Trustees shall cause Trust Securities
                           Certificates, in an aggregate Liquidation Amount as
                           provided in Sections 204 and 205, to be executed on
                           behalf of the Trust by at least one of the
                           Administrative Trustees and delivered to or upon the
                           written order of the Depositor, signed by its Chief
                           Executive Officer, President, any Vice President or
                           its Treasurer without further corporate action by the
                           Depositor, in authorized denominations.

                  (b)      A Preferred Securities Certificate shall not be valid
                           until authenticated by the manual signature of an
                           authorized signatory of the Property Trustee in
                           substantially the form of Exhibit E attached hereto.
                           The signature shall be conclusive evidence that the
                           Preferred Securities Certificate has been


                                      -22-
<PAGE>   28

                           authenticated under this Trust Agreement. Each
                           Preferred Security Certificate shall be dated the
                           date of its authentication.

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

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

         SECTION 503A.     GLOBAL PREFERRED SECURITY.

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

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

                  (c)      If a Preferred Security is to be exchanged in whole
                           or in part for a beneficial interest in a Global
                           Preferred Security, then either (i) such Global
                           Preferred Security shall be so surrendered for
                           exchange or cancellation as provided in this Article
                           V or (ii) the Liquidation Amount thereof shall be
                           reduced or increased by an amount equal to the
                           portion thereof to be so exchanged or cancelled, or
                           equal to the Liquidation Amount of such other
                           Preferred Securities to be so exchanged for a
                           beneficial interest therein, as the case may be, by
                           means of an appropriate adjustment made on the
                           records of the Securities Registrar, whereupon the
                           Property Trustee, in accordance with the rules and
                           procedures of the Depositary for such Global
                           Preferred Security (the "Applicable Procedures"),
                           shall instruct the Clearing Agency or its authorized
                           representative to make a corresponding adjustment to
                           its records. Upon any such surrender or adjustment of
                           a Global Preferred Security by the Clearing Agency,
                           accompanied by registration instructions, the


                                      -23-
<PAGE>   29

                           Administrative Trustees shall execute and the
                           Property Trustee shall, subject to Section 504(b) and
                           as otherwise provided in this Article V, authenticate
                           and deliver any Preferred Securities issuable in
                           exchange for such Global Preferred Security (or any
                           portion thereof) in accordance with the instructions
                           of the Clearing Agency. The Property Trustee shall
                           not be liable for any delay in delivery of such
                           instructions and may conclusively rely on, and shall
                           be fully protected in relying on, such instructions.

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

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

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

         504      Registration of Transfer and Exchange of Preferred Securities
                  Certificates.

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

                                      -24-
<PAGE>   30

                           Certificates (subject to Section 510 in the case of
                           the Common Securities Certificates) and registration
                           of transfers and exchanges of Preferred Securities
                           Certificates as herein provided. The Property Trustee
                           shall be the initial Securities Registrar.

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

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

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

                  (e)      Preferred Securities may only be transferred, in
                           whole or in part, in accordance with the terms and
                           conditions set forth in this Trust Agreement. Any
                           transfer or purported transfer of any Preferred
                           Security

                                      -25-
<PAGE>   31

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

         505      Mutilated, Destroyed, Lost or Stolen Trust Securities
                  Certificates.

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

         506      Persons Deemed Securityholders.

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

         507      Access to List of Securityholders' Names and Addresses.

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

                                      -26-
<PAGE>   32

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

         508      Maintenance of Office or Agency.

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

         509      Appointment of Paying Agent.

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

                                      -27-
<PAGE>   33

         510      Ownership of Common Securities by Depositor.

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

         511      Trust Securities Certificates.

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

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

         512      Notices to Clearing Agency.

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

         513      Rights of Securityholders.

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

                                      -28-
<PAGE>   34

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

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

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

VI       ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

         601      Limitations on Voting Rights.

                  (a)      Except as provided in this Section 601, in Sections
                           512, 810 and 1002 and in the Indenture and as
                           otherwise required by law, no record Holder of
                           Preferred Securities shall have any right to vote or
                           in any manner otherwise control the administration,
                           operation and management of the Trust or the
                           obligations of the parties hereto, nor shall anything
                           herein set forth, or contained in the terms of the
                           Trust Securities Certificates, be construed so as to
                           constitute the Securityholders from time to time as
                           partners or members of an association.

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

                                      -29-
<PAGE>   35

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

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

         602      Notice of Meetings.

         Notice of all meetings of the Preferred Securityholders, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 1008 to each Preferred Securityholder of record, at his
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.

                                      -30-
<PAGE>   36

         603      Meetings of Preferred Securityholders.

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

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

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

         604      Voting Rights.

         Securityholders shall be entitled to one vote for each $10 of
Liquidation Amount represented by their Trust Securities (with any fractional
multiple thereof rounded up or down as the case may be to the closest integral
multiple) in respect of any matter as to which such Securityholders are entitled
to vote.

         605      Proxies, etc.

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

                                      -31-
<PAGE>   37

         606      Securityholder Action by Written Consent.

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

         607      Record Date for Voting and Other Purposes.

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

         608      Acts of Securityholders.

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

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

                                      -32-
<PAGE>   38

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

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

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

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

         609      Inspection of Records.

         Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection at the principal
executive office of the Trust (as indicated in Section 202) by Holders of the
Trust Securities during normal business hours for any purpose reasonably related
to such Holder's interest as a Holder.


VII      REPRESENTATIONS AND WARRANTIES

         701      Representations and Warranties of the Bank and the Property
                  Trustee.

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

                  (a)      the Bank is a state chartered trust company duly
                           organized, validly existing and in good standing
                           under the laws of the State of Delaware;

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

                                      -33-
<PAGE>   39

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

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

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

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

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



                                      -34-
<PAGE>   40


         702      Representations and Warranties of the Delaware Bank and the
                  Delaware Trustee.

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

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

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

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

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

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

                                      -35-
<PAGE>   41

                           under any existing federal law governing the banking
                           or trust powers of the Delaware Bank or the Delaware
                           Trustee, as the case may be, under the laws of the
                           United States or the State of Delaware; and

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

         703      Representations and Warranties of Depositor.

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

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

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

VIII     TRUSTEES

         801      Certain Duties and Responsibilities.

                  (a)      The duties and responsibilities of the Trustees shall
                           be as provided by this Trust Agreement and, in the
                           case of the Property Trustee, by the Trust Indenture
                           Act. Notwithstanding the foregoing, no provision of
                           this Trust Agreement shall require the Trustees to
                           expend or risk their own funds or otherwise incur any
                           financial liability in the performance of any of
                           their duties hereunder, or in the exercise of any of
                           their rights or powers, if they shall have reasonable
                           grounds for believing that repayment of such funds or
                           adequate indemnity against such risk or liability is
                           not reasonably assured to it. No Administrative
                           Trustee nor the Delaware Trustee shall be liable for
                           its act or omissions hereunder except as a result of
                           its own gross negligence or willful misconduct. The
                           Property Trustee's liability shall be determined
                           under the Trust Indenture Act. Whether or not therein
                           expressly so provided, every provision of this Trust
                           Agreement relating to

                                      -36-
<PAGE>   42

                           the conduct or affecting the liability of or
                           affording protection to the Trustees shall be subject
                           to the provisions of this Section 801. To the extent
                           that, at law or in equity, the Delaware Trustee or an
                           Administrative Trustee has duties (including
                           fiduciary duties) and liabilities relating thereto to
                           the Trust or to the Securityholders, the Delaware
                           Trustee or such Administrative Trustee shall not be
                           liable to the Trust or to any Securityholder for such
                           Trustee's good faith reliance on the provisions of
                           this Trust Agreement. The provisions of this Trust
                           Agreement, to the extent that they restrict the
                           duties and liabilities of the Delaware Trustee or the
                           Administrative Trustees otherwise existing at law or
                           in equity, are agreed by the Depositor and the
                           Securityholders to replace such other duties and
                           liabilities of the Delaware Trustee or the
                           Administrative Trustees, as the case may be.

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

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

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

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

                                      -37-
<PAGE>   43

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

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

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

         802      Certain Notices.

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

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

         803      Certain Rights of Property Trustee.

         Subject to the provisions of Section 801:

                  (a)      the Property Trustee may rely and shall be protected
                           in acting or refraining from acting in good faith
                           upon any resolution, Opinion of Counsel,

                                      -38-
<PAGE>   44

                           certificate, written representation of a Holder or
                           transferee, certificate of auditors or any other
                           certificate, statement, instrument, opinion, report,
                           notice, request, consent, order, appraisal, bond,
                           debenture, note, other evidence of indebtedness or
                           other paper or document believed by it to be genuine
                           and to have been signed or presented by the proper
                           party or parties;

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

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

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

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

                                      -39-
<PAGE>   45

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

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

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

                  (i)      the Property Trustee may execute any of the trusts or
                           powers hereunder or perform any duties hereunder
                           either directly or by or through its agents or
                           attorneys, and the Property Trustee shall not be
                           liable for the default or misconduct of such other
                           agents or attorneys; provided that the Property
                           Trustee shall be responsible for its own negligence
                           or recklessness with respect to selection of any
                           agent or attorney appointed by it hereunder;

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

                                      -40-
<PAGE>   46

                           enforcing such remedy or right or taking such other
                           action until such instructions are received; and
                           (iii) shall be protected in acting in accordance with
                           such instructions; and

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

         804      Not Responsible for Recitals or Issuance of Securities.

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

         805      May Hold Securities.

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

         806      Compensation; Indemnity; Fees.

         The Depositor agrees:

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

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


                                      -41-
<PAGE>   47

                           Administrative Trustees or the Delaware Trustee, any
                           such expense, disbursement or advance as may be
                           attributable to its, his or her gross negligence, bad
                           faith or willful misconduct); and

                  (c)      to indemnify each of the Trustees or any predecessor
                           Trustee for, and to hold the Trustees harmless
                           against, any loss, damage, claims, liability, penalty
                           or expense of any kind or nature whatsoever, arising
                           out of or in connection with the acceptance or
                           administration of this Trust Agreement, including the
                           costs and expenses of defending itself against any
                           claim or liability in connection with the exercise or
                           performance of any of its powers or duties hereunder,
                           except any such expense, disbursement or advance as
                           may be attributable to such Trustee's negligence, bad
                           faith or willful misconduct for (or, in the case of
                           the Administrative Trustees or the Delaware Trustee,
                           any such expense, disbursement or advance as may be
                           attributable to its, his or her gross negligence, bad
                           faith or willful misconduct).

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

         807      Corporate Property Trustee Required; Eligibility of Trustees.

                  (a)      There shall at all times be a Property Trustee
                           hereunder with respect to the Trust Securities. The
                           Property Trustee shall be a Person that is eligible
                           pursuant to the Trust Indenture Act to act as such
                           and has a combined capital and surplus of at least
                           $50,000,000. If any such Person publishes reports of
                           condition at least annually, pursuant to law or to
                           the requirements of its supervising or examining
                           authority, then for the purposes of this Section 807,
                           the combined capital and surplus of such Person shall
                           be deemed to be its combined capital and surplus as
                           set forth in its most recent report of condition so
                           published. If at any time the Property Trustee with
                           respect to the Trust Securities shall cease to be
                           eligible in accordance with the provisions of this
                           Section 807, it shall resign immediately in the
                           manner and with the effect hereinafter specified in
                           this Article VIII. The Property Trustee and the
                           Delaware Trustee may be the same Person.

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

                  (c)      There shall at all times be a Delaware Trustee with
                           respect to the Trust Securities. The Delaware Trustee
                           shall either be (i) a natural person who is at least
                           21 years of age and a resident of the State of
                           Delaware; or (ii) a legal entity with its principal
                           place of business in the State of Delaware

                                      -42-
<PAGE>   48

                           and that otherwise meets the requirements of
                           applicable Delaware law that shall act through one or
                           more persons authorized to bind such entity.

         808      Conflicting Interests.

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

         809      Co-Trustees and Separate Trustee.

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

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

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

                                      -43-
<PAGE>   49

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

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

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

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

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

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

                                      -44-
<PAGE>   50

         810      Resignation and Removal; Appointment of Successor.

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

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

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

                  (d)      If any Trustee shall resign, be removed or become
                           incapable of acting as Trustee, or if a vacancy shall
                           occur in the office of any Trustee for any cause, at
                           a time when no Debenture Event of Default shall have
                           occurred and be continuing, the Common
                           Securityholder, by Act of the Common Securityholder
                           delivered to the retiring Trustee, shall promptly
                           appoint a successor Trustee or Trustees with respect
                           to the Trust Securities and the Trust, and the
                           successor Trustee shall comply with the applicable
                           requirements of Section 811. If the Property Trustee
                           or the Delaware Trustee shall resign, be removed or
                           become incapable of continuing to act as the Property
                           Trustee or the Delaware Trustee, as the case may be,
                           at a time when a Debenture Event of Default shall
                           have occurred and is continuing, the Preferred
                           Securityholders, by Act of the Securityholders of a
                           majority in Liquidation Amount of the Preferred
                           Securities then Outstanding delivered to the retiring
                           Relevant Trustee, shall promptly appoint a successor
                           Relevant Trustee or Trustees with respect to the
                           Trust Securities and the Trust, and such successor
                           Trustee shall comply with the applicable requirements
                           of Section 811. If an Administrative Trustee shall
                           resign, be removed or become incapable of acting as
                           Administrative Trustee, at a time when a Debenture
                           Event of Default shall have occurred and be
                           continuing, the Common Securityholder, by Act of the
                           Common Securityholder delivered to an Administrative
                           Trustee, shall promptly

                                      -45-
<PAGE>   51

                           appoint a successor Administrative Trustee or
                           Administrative Trustees with respect to the Trust
                           Securities and the Trust, and such successor
                           Administrative Trustee or Administrative Trustees
                           shall comply with the applicable requirements of
                           Section 811. If no successor Relevant Trustee with
                           respect to the Trust Securities shall have been so
                           appointed by the Common Securityholder or the
                           Preferred Securityholders and accepted appointment in
                           the manner required by Section 811, any
                           Securityholder who has been a Securityholder of Trust
                           Securities on behalf of himself and all others
                           similarly situated may petition a court of competent
                           jurisdiction for the appointment of a Trustee with
                           respect to the Trust Securities.

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

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

         811      Acceptance of Appointment by Successor.

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

                                      -46-
<PAGE>   52

                           by such retiring Relevant Trustee hereunder with
                           respect to the Trust Securities and the Trust.

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

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

         812      Merger, Conversion, Consolidation or Succession to Business.

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

         813      Preferential Collection of Claims Against Depositor or Trust.

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

         814      Reports by Property Trustee.

                  (a)      On or before July 31 of each year, commencing July
                           31, 2002, the Property Trustee shall transmit to the
                           Securityholders such reports concerning the Property
                           Trustee, its actions under this Trust Agreement and
                           the property and funds in its possession in its
                           capacity as the Property Trustee as may be required
                           pursuant to the Trust Indenture Act in the manner
                           provided pursuant thereto.

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

                                      -47-
<PAGE>   53

         815      Reports to the Property Trustee.

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

         816      Evidence of Compliance with Conditions Precedent.

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

         817      Number of Trustees.

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

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

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

         818      Delegation of Power.

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

                                      -48-
<PAGE>   54

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

         819      Voting.

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


IX       TERMINATION, LIQUIDATION AND MERGER

         901      Termination Upon Expiration Date.

         Unless earlier dissolved, the Trust shall automatically dissolve on,
December 31, 2031 (the "Expiration Date") subject to distribution of the Trust
Property in accordance with Section 904.

         902      Early Termination.

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

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

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

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

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

                                      -49-
<PAGE>   55

         903      Termination.

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

         904      Liquidation.

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

                           (i)      state the Liquidation Date;

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

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

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

                                      -50-
<PAGE>   56

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

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

                                      -51-
<PAGE>   57

         905      Mergers, Consolidations, Conversions, Amalgamations or
                  Replacements of the Trust.

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

                                      -52-
<PAGE>   58

Agreement. Notwithstanding the foregoing, the Trust shall not, except with the
consent of holders of 100% in Liquidation Amount of the Preferred Securities,
consolidate, amalgamate, convert, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other Person or permit any other Person to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger,
conversion or replacement would cause the Trust or the successor entity to be
classified as other than a grantor trust for United States federal income tax
purposes.


X        MISCELLANEOUS PROVISIONS

         1001     Limitation of Rights of Securityholders.

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

         1002     Amendment.

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

                                      -53-
<PAGE>   59

                           Amount of the Trust Securities Outstanding
                           immediately prior to such reduction or increase; and
                           any amendments of this Trust Agreement shall become
                           effective when notice thereof is given to the
                           Securityholders (or in the case of an amendment
                           pursuant to clause (iv), as of the date specified in
                           the notice).

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

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

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

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

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

                  (g)      Neither the Property Trustee nor the Delaware Trustee
                           shall be required to enter into any amendment to this
                           Trust Agreement which affects its own

                                      -54-
<PAGE>   60

                           rights, duties or immunities under this Trust
                           Agreement. The Property Trustee shall be entitled to
                           receive an Opinion of Counsel and an Officers'
                           Certificate stating that any amendment to this Trust
                           Agreement has been effected in compliance with this
                           Trust Agreement.

         1003     Separability.

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

         1004     Governing Law.

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

         1005     Payments Due on Non-Business Day.

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

         1006     Successors.

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

         1007     Headings.

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

         1008     Reports, Notices and Demands.

         Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the

                                      -55-
<PAGE>   61

United States mail, hand delivery or facsimile transmission, in each case,
addressed, (a) in the case of a Preferred Securityholder, to such Preferred
Securityholder as such Securityholder's name and address may appear on the
Securities Register; and (b) in the case of the Common Securityholder or the
Depositor, to Second Bancorp Incorporated, 108 Main Avenue, S.W., P.O. Box 1311,
Warren, OH 44482-1311, Attention: ________________, facsimile no: (330) 841
0750. Any notice to Preferred Securityholders shall also be given to such owners
as have, within two years preceding the giving of such notice, filed their names
and addresses with the Property Trustee for that purpose. Such notice, demand or
other communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

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

         1009     Agreement Not to Petition.

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

         1010     Trust Indenture Act; Conflict with Trust Indenture Act.

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

                                      -56-
<PAGE>   62

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

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

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

         1011   Acceptance of Terms of Trust Agreement, Guarantee and Indenture.

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

         1012     Counterparts.

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

         1013  Exchange Act Obligations.

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

                            [SIGNATURE PAGE FOLLOWS]


                                      -57-
<PAGE>   63


Second Bancorp Incorporated


By:
   -----------------------------------------------------------------------------
     Name:    R.L. (Rick) Blossom
     Title:   President


WILMINGTON TRUST COMPANY, as
         Property Trustee


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


WILMINGTON TRUST COMPANY, as
         Delaware Trustee


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



R.L. (Rick) Blossom,
         as Administrative Trustee



David L. Kellerman,
         as Administrative Trustee



Christopher Stanitz,
         as Administrative Trustee



                                      -58-
<PAGE>   64

                                    EXHIBIT A

                              CERTIFICATE OF TRUST

         THIS CERTIFICATE OF TRUST OF Second Bancorp CAPITAL TRUST I (the
"Trust") is being duly executed and filed by Wilmington Trust Company, a
Delaware banking corporation, R.L. (Rick) Blossom, David L. Kellerman and
Christopher Stanitz, each an individual, as trustees, to form a business trust
under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.) (the
"Act").

1.       NAME. The name of the business trust formed hereby is Second Bancorp
         Capital Trust I.

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

3.       EFFECTIVE DATE. This Certificate of Trust shall be effective on
         August 29, 2001.
         ---------------

         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

WILMINGTON TRUST COMPANY, as
trustee


By:/s/Kathleen A. Pedelini
   -----------------------------------------------------------------------------
         Name: Kathleen A. Pedelini
               -----------------------------------------------------------------
         Title: Administrative Account Manager
                ----------------------------------------------------------------


/s/ R.L. Blossom, as Trustee
----------------
Name: R.L. (Rick) Blossom


/s/ David L. Kellerman, as Trustee
----------------------
Name: David L. Kellerman


/s/ Christopher Stanitz, as Trustee
-----------------------
Name:  Christopher Stanitz


                                      -59-
<PAGE>   65


                                    EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE

CERTIFICATE NUMBER _____                       NUMBER OF COMMON SECURITIES _____

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                         SECOND BANCORP CAPITAL TRUST I

                                COMMON SECURITIES
                  (LIQUIDATION AMOUNT $10 PER COMMON SECURITY)


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

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

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

SECOND BANCORP CAPITAL TRUST I


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


                                      -60-
<PAGE>   66

                                    EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES


         AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
_________, 2001, between SECOND BANCORP INCORPORATED, an Ohio corporation (the
"Company"), and SECOND BANCORP CAPITAL TRUST I, a Delaware business trust (the
"Trust").

                                    RECITALS

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

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

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


I

         1.1      Guarantee by the Company.

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

         1.2      Term of Agreement.

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

                                      -61-
<PAGE>   67

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

         1.3      Waiver of Notice.

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

         1.4      No Impairment.

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

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

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

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

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

         1.5      Enforcement.

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


                                      -62-
<PAGE>   68

II

         2.1      Binding Effect.

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

         2.2      Amendment.

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

         2.3      Notices.

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

         Second Bancorp Capital Trust I
         c/o Second Bancorp Incorporated
         108 Main Avenue, S.W.
         P.O. Box 1311
         Warren, OH  44482-1311
         Facsimile: (330) 841-0750
         Attention:  _____________, Administrative Trustee

         Second Bancorp Incorporated
         108 Main Avenue, S.W.
         P.O. Box 1311
         Warren, OH  44482-1311
         Facsimile: (330) 841-0750
         Attention:  Chief Financial Officer

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


                                      -63-
<PAGE>   69

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

SECOND BANCORP INCORPORATED


By:
    ----------------------------------------------------------------------------
     Name:  R.L. (Rick) Blossom
     Title:  President


SECOND BANCORP CAPITAL TRUST I


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



                                      -64-
<PAGE>   70

                                    EXHIBIT D

CERTIFICATE NUMBER _____                     NUMBER OF PREFERRED SECURITIES_____

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                         SECOND BANCORP CAPITAL TRUST I

                  ______% CUMULATIVE TRUST PREFERRED SECURITIES
                 (LIQUIDATION AMOUNT $10 PER PREFERRED SECURITY)

                                                            CUSIP NO. __________


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

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

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


                                      -65-
<PAGE>   71

         IN WITNESS WHEREOF, the Administrative Trustees of the Trust have
executed this Certificate this ___ day of _______ 20__.

Second Bancorp CAPITAL TRUST I

By:
    ----------------------------------------------------------------------------
         R.L. (Rick) Blossom


By:
    ----------------------------------------------------------------------------
         David L. Kellerman


By:
    ----------------------------------------------------------------------------
         Christopher Stanitz


                                      -66-
<PAGE>   72

                                     LEGEND
                           FOR CERTIFICATES EVIDENCING
                        GLOBAL PREFERRED SECURITIES ONLY:

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



                                      -67-
<PAGE>   73

                        [FORM OF REVERSE OF CERTIFICATE]

         The Trust will furnish without charge to any registered owner of
Preferred Securities who so requests, a copy of the Trust Agreement and the
Guarantee. Any such request should be in writing and addressed to Second Bancorp
Capital Trust I, c/o Secretary, Second Bancorp Incorporated, 108 Main Street,
S.W., P.O. Box 1311, Warren, Ohio 44481-1311, or to the Registrar named on the
face of this Certificate.

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


<Table>
<S>                                            <C>
TEN COM -- as tenants in common                UNIF GIFT MIN ACT -- under Uniform Gift
TEN ENT -- as tenants by the entireties                             to Minors Act and
JT TEN  -- as joint tenants with right                              not as tenants
           of survival
</Table>

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

                                   ASSIGNMENT

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




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




                    (insert address and zip code of assignee)

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

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

substitution in the premises.

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

Signature(s) Guaranteed:


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


                                      -68-
<PAGE>   74

                                    EXHIBIT E

             FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION

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

WILMINGTON TRUST COMPANY,
   as Authentication Agent and Registrar

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




                                      -69-