EXHIBIT 10.3

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                      AMENDED AND RESTATED TRUST AGREEMENT

                                      among

                             BLUEGREEN CORPORATION,
                                  as Depositor

                            WILMINGTON TRUST COMPANY
                               as Property Trustee

                            WILMINGTON TRUST COMPANY

                               as Delaware Trustee

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                           as Administrative Trustees

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

                             Dated as of May 4, 2005

                          BLUEGREEN STATUTORY TRUST II

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<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                     <C>
ARTICLE I.    Defined Terms..............................................................................1
     SECTION 1.1.   Definitions..........................................................................1

ARTICLE II.   The Trust.................................................................................10
     SECTION 2.1.   Name................................................................................10
     SECTION 2.2.   Office of the Delaware Trustee; Principal Place of Business.........................10
     SECTION 2.3.   Initial Contribution of Trust Property; Fees, Costs and Expenses....................11
     SECTION 2.4.   Purposes of Trust...................................................................11
     SECTION 2.5.   Authorization to Enter into Certain Transactions....................................11
     SECTION 2.6.   Assets of Trust.....................................................................14
     SECTION 2.7.   Title to Trust Property.............................................................14

ARTICLE III.  Payment Account; Paying Agents............................................................15
     SECTION 3.1.   Payment Account.....................................................................15
     SECTION 3.2.   Appointment of Paying Agents........................................................15

ARTICLE IV.   Distributions; Redemption.................................................................16
     SECTION 4.1.   Distributions.......................................................................16
     SECTION 4.2.   Redemption..........................................................................17
     SECTION 4.3.   Subordination of Common Securities..................................................19
     SECTION 4.4.   Payment Procedures..................................................................20
     SECTION 4.5.   Withholding Tax.....................................................................20
     SECTION 4.6.   Tax Returns and Other Reports.......................................................21
     SECTION 4.7.   Payment of Taxes, Duties, Etc. of the Trust.........................................21
     SECTION 4.8.   Payments under Indenture or Pursuant to Direct Actions..............................21
     SECTION 4.9.   Exchanges...........................................................................21
     SECTION 4.10.  Calculation Agent...................................................................22
     SECTION 4.11.  Certain Accounting Matters..........................................................22

ARTICLE V.    Securities................................................................................23
     SECTION 5.1.   Initial Ownership...................................................................23
     SECTION 5.2.   Authorized Trust Securities.........................................................23
     SECTION 5.3.   Issuance of the Common Securities; Subscription and Purchase of Notes...............24
     SECTION 5.4.   The Securities Certificates.........................................................24
     SECTION 5.5.   Rights of Holders...................................................................25
     SECTION 5.6.   Book-Entry Preferred Securities.....................................................25
     SECTION 5.7.   Registration of Transfer and Exchange of Preferred Securities Certificates..........27
     SECTION 5.8.   Mutilated, Destroyed, Lost or Stolen Securities Certificates........................28
     SECTION 5.9.   Persons Deemed Holders..............................................................29
     SECTION 5.10.  Cancellation........................................................................29
     SECTION 5.11.  Ownership of Common Securities by Depositor.........................................29
     SECTION 5.12.  Restricted Legends..................................................................30
     SECTION 5.13.  Form of Certificate of Authentication...............................................33
</TABLE>


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<TABLE>
<S>                                                                                                     <C>
ARTICLE VI.   Meetings; Voting; Acts of Holders.........................................................33
     SECTION 6.1.   Notice of Meetings..................................................................33
     SECTION 6.2.   Meetings of Holders of the Preferred Securities.....................................33
     SECTION 6.3.   Voting Rights.......................................................................34
     SECTION 6.4.   Proxies, Etc........................................................................34
     SECTION 6.5.   Holder Action by Written Consent....................................................34
     SECTION 6.6.   Record Date for Voting and Other Purposes...........................................34
     SECTION 6.7.   Acts of Holders.....................................................................34
     SECTION 6.8.   Inspection of Records...............................................................35
     SECTION 6.9.   Limitations on Voting Rights........................................................36
     SECTION 6.10.  Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults.........36

ARTICLE VII.  Representations and Warranties............................................................39
     SECTION 7.1.   Representations and Warranties of the Property Trustee and the Delaware Trustee.....39
     SECTION 7.2.   Representations and Warranties of Depositor.........................................40

ARTICLE VIII. The Trustees..............................................................................41
     SECTION 8.1.   Number of Trustees..................................................................41
     SECTION 8.2.   Property Trustee Required...........................................................41
     SECTION 8.3.   Delaware Trustee Required...........................................................41
     SECTION 8.4.   Appointment of Administrative Trustees..............................................42
     SECTION 8.5.   Duties and Responsibilities of the Trustees.........................................42
     SECTION 8.6.   Notices of Defaults and Extensions..................................................44
     SECTION 8.7.   Certain Rights of Property Trustee..................................................44
     SECTION 8.8.   Delegation of Power.................................................................46
     SECTION 8.9.   May Hold Securities.................................................................46
     SECTION 8.10.  Compensation; Reimbursement; Indemnity..............................................47
     SECTION 8.11.  Resignation and Removal; Appointment of Successor...................................48
     SECTION 8.12.  Acceptance of Appointment by Successor..............................................49
     SECTION 8.13.  Merger, Conversion, Consolidation or Succession to Business.........................49
     SECTION 8.14.  Not Responsible for Recitals or Issuance of Securities..............................50
     SECTION 8.15.  Property Trustee May File Proofs of Claim...........................................50
     SECTION 8.16.  Reports to and from the Property Trustee............................................51

ARTICLE IX.   Termination, Liquidation and Merger.......................................................51
     SECTION 9.1.   Dissolution Upon Expiration Date....................................................51
     SECTION 9.2.   Early Termination...................................................................52
     SECTION 9.3.   Termination.........................................................................52
     SECTION 9.4.   Liquidation.........................................................................52
     SECTION 9.5.   Mergers, Consolidations, Amalgamations or Replacements of Trust.....................54

ARTICLE X.    Information to Purchaser..................................................................55
     SECTION 10.1.  Depositor Obligations to Purchaser..................................................55
     SECTION 10.2.  Property Trustee's Obligations to Purchaser.........................................55

ARTICLE XI.   Miscellaneous Provisions..................................................................55
     SECTION 11.1.  Limitation of Rights of Holders.....................................................55
     SECTION 11.2.  Agreed Tax Treatment of Trust and Trust Securities..................................56
     SECTION 11.3.  Amendment...........................................................................56
     SECTION 11.4.  Separability........................................................................57
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                                                     <C>
     SECTION 11.5.  Governing Law.......................................................................57
     SECTION 11.6.  Successors..........................................................................58
     SECTION 11.7.  Headings............................................................................58
     SECTION 11.8.  Reports, Notices and Demands........................................................58
     SECTION 11.9.  Agreement Not to Petition...........................................................59

Exhibit A  Certificate of Trust of Bluegreen Statutory Trust II
Exhibit B  Form of Common Securities Certificate
Exhibit C  Form of Preferred Securities Certificate
Exhibit D  Junior Subordinated Indenture
Exhibit E  Form of Transferee Certificate to be Executed by Transferees other than QIBs
Exhibit F  Form of Transferor Certificate to be Executed by QIBs
Exhibit G  Form of Officer's Certificate

Schedule A Calculation of LIBOR
</TABLE>


                                       iii
<PAGE>

      AMENDED AND RESTATED TRUST  AGREEMENT,  dated as of May 4, 2005, among (i)
Bluegreen Corporation,  a Massachusetts corporation (including any successors or
permitted assigns,  the "Depositor"),  (ii) Wilmington Trust Company, a Delaware
banking  corporation,  as property  trustee  (in such  capacity,  the  "Property
Trustee"),  (iii) Wilmington Trust Company, a Delaware banking  corporation,  as
Delaware  trustee (in such  capacity,  the "Delaware  Trustee"),  (iv) George F.
Donovan,  an  individual  and Anthony M.  Puleo,  an  individual,  each of whose
address is c/o  Bluegreen  Corporation,  4960  Conference  Way N.,  Boca  Raton,
Florida  33431,  as  administrative  trustees  (in  such  capacities,   each  an
"Administrative Trustee" and, collectively,  the "Administrative  Trustees" and,
together with the Property Trustee and the Delaware Trustee, the "Trustees") and
(v) the several Holders, as hereinafter defined.

                                   WITNESSETH

      WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee have
heretofore created a Delaware statutory trust pursuant to the Delaware Statutory
Trust Act by entering  into a Trust  Agreement,  dated as of April 29, 2005 (the
"Original Trust  Agreement"),  and by executing and filing with the Secretary of
State of the State of Delaware the  Certificate of Trust,  substantially  in the
form attached as Exhibit A; and

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

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

                                   ARTICLE I.

                                  DEFINED TERMS

SECTION 1.1. Definitions.

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

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

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


<PAGE>

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

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

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

            (f) a reference to the singular  includes the plural and vice versa;
      and

            (g) the  masculine,  feminine or neuter  genders  used herein  shall
      include the masculine, feminine and neuter genders.

      "Act" has the meaning specified in Section 6.7.

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

      "Additional  Interest Amount" means, with respect to Trust Securities of a
given  Liquidation  Amount  and/or a given  period,  the  amount  of  Additional
Interest paid by the Depositor on a Like Amount of Notes for such period.

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

      "Additional  Tax Sums" has the meaning  specified  in Section  10.5 of the
Indenture.

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

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

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

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


                                       2
<PAGE>

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

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

      "Bankruptcy  Laws"  means all Federal  and state  bankruptcy,  insolvency,
reorganization  and other similar laws,  including the United States  Bankruptcy
Code.

      "Book-Entry Preferred Security" means a Preferred Security,  the ownership
and transfers of which shall be made through book entries by a Depositary.

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

      "Calculation Agent" has the meaning specified in Section 4.10.

      "Closing Date" has the meaning specified in the Placement Agreement.

      "Code" means the United States 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 Trust Agreement such Commission is not existing and performing
the duties assigned to it, then the body performing such duties at such time.

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


                                       3
<PAGE>

      "Common  Security"  means a common  security of the Trust,  denominated as
such and  representing  an  undivided  beneficial  interest in the assets of the
Trust,  having a  Liquidation  Amount of $1,000 and  having  the terms  provided
therefor in this Trust Agreement.

      "Corporate  Trust  Office"  means the  principal  office  of the  Property
Trustee at which any  particular  time its  corporate  trust  business  shall be
administered,  which  office at the date of this Trust  Agreement  is located at
Rodney Square North, 1100 North Market Street, Wilmington,  Delaware 19890-0001,
Attention: Corporate Capital Markets.

      "Definitive Preferred Securities  Certificates" means Preferred Securities
issued in  certificated,  fully  registered  form that are not Global  Preferred
Securities.

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

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

      "Depositary"  means an organization  registered as a clearing agency under
the  Exchange  Act that is  designated  as  Depositary  by the  Depositor or any
successor thereto. DTC will be the initial Depositary.

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

      "Depositor"  has the  meaning  specified  in the  preamble  to this  Trust
Agreement and any successors and permitted assigns.

      "Depositor Affiliate" has the meaning specified in Section 4.9.

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

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

      "DTC" means The Depository Trust Company or any successor thereto.

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

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


                                       4
<PAGE>

            (a) the occurrence of a Note 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
      thirty (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 those specified in clause (b) or (c) above) and  continuation of such
      default  or breach for a period of thirty  (30) days after  there has been
      given,  by  registered  or  certified  mail,  to the  Trustees  and to the
      Depositor  by the  Holders  of at  least  twenty  five  percent  (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 if a successor  Property  Trustee has not been appointed
      within ninety (90) days thereof.

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

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

      "Fiscal  Year" shall be the fiscal  year of the Trust,  which shall be the
calendar year, or such other period as is required by the Code.

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

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

      "Indemnified Person" has the meaning specified in Section 8.10(c).

      "Indenture" means the Junior Subordinated Indenture executed and delivered
by the Depositor and the Note Trustee  contemporaneously  with the execution and
delivery of this Trust Agreement, for the benefit of the holders of the Notes, a
copy of which is attached hereto as Exhibit D, as amended or  supplemented  from
time to time.

      "Indenture Redemption Price" has the meaning specified in Section 4.2(c).

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

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


                                       5
<PAGE>

      "Investment Company Event" has the meaning specified in Section 1.1 of the
Indenture.

      "LIBOR" has the meaning specified in Schedule A.

      "LIBOR Business Day" has the meaning specified in Schedule A.

      "LIBOR Determination Date" has the meaning specified in Schedule A.

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

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

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

      "Liquidation Date" means the date on which assets are to be distributed to
Holders in accordance with Section 9.4(a) hereunder following dissolution of the
Trust.

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

      "Majority  in  Liquidation  Amount  of  the  Preferred  Securities"  means
Preferred Securities representing more than fifty percent (50%) of the aggregate
Liquidation  Amount of all (or a specified group of) then Outstanding  Preferred
Securities.

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

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

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

      "Notes" means the Depositor's Junior Subordinated Notes issued pursuant to
the Indenture.

      "Officers'  Certificate" means a certificate signed by the Chief Executive
Officer,  the  President  or an  Executive  Vice  President,  and by  the  Chief
Financial Officer, Treasurer or an


                                       6
<PAGE>

Assistant  Treasurer,  of the  Depositor,  and  delivered to the  Trustees.  Any
Officers'  Certificate  delivered with respect to compliance with a condition or
covenant  provided  for in this  Trust  Agreement  (other  than the  certificate
provided pursuant to Section 8.16(a)) shall include:

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

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

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

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

      "Operative  Documents" means the Placement Agreement,  the Indenture,  the
Trust Agreement, the Subscription Agreement, the Notes and the Trust Securities.

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

      "Original  Issue Date"  means the date of  original  issuance of the Trust
Securities.

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

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

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

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

            (c) Trust  Securities  that have been paid or in exchange  for or in
      lieu of which other Trust  Securities  have been  executed  and  delivered
      pursuant  to  the  provisions  of  this  Trust  Agreement,   unless  proof
      satisfactory  to the  Property  Trustee is  presented  that any such Trust
      Securities  are held by Holders in whose hands such Trust  Securities  are
      valid, legal and binding obligations of the Trust;


                                       7
<PAGE>

provided,  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 of any Trustee shall be disregarded and deemed not to be Outstanding,  except
that (i) in  determining  whether any Trustee shall be protected in relying upon
any such request, demand,  authorization,  direction, notice, consent or waiver,
only  Preferred  Securities  that such Trustee  knows to be so owned shall be so
disregarded  and (ii) the foregoing  shall not apply at any time when all of the
Outstanding Preferred Securities are owned by the Depositor,  one or more of the
Trustees and/or any such Affiliate. Preferred Securities so owned that have been
pledged in good faith may be regarded as Outstanding if the pledgee  establishes
to the satisfaction of the Administrative Trustees the pledgee's right so to act
with  respect  to such  Preferred  Securities  and that the  pledgee  is not the
Depositor, any Trustee or any Affiliate of the Depositor or of any Trustee.

      "Owner"  means  each  Person  who is the  beneficial  owner of  Book-Entry
Preferred  Securities  as  reflected in the records of the  Depositary  or, if a
Depositary Participant is not the beneficial owner, then the beneficial owner as
reflected in the records of the Depositary Participant.

      "Paying Agent" means any Person authorized by the Administrative  Trustees
to pay  Distributions  or other  amounts in respect of any Trust  Securities  on
behalf of the Trust.

      "Payment Account" means a segregated  non-interest-bearing corporate trust
account  maintained  by the  Property  Trustee for the benefit of the Holders in
which all  amounts  paid in respect of the Notes will be held and from which the
Property Trustee,  through the Paying Agent,  shall make payments to the Holders
in accordance with Sections 3.1, 4.1 and 4.2.

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

      "Placement Agent" means Credit Suisse First Boston LLC, as Placement Agent
pursuant to the Placement Agreement, whose address is Eleven Madison Avenue, New
York, New York 10010.

      "Placement  Agreement" means the Placement  Agreement,  dated as of May 4,
2005, executed and delivered by the Trust, the Depositor and Credit Suisse First
Boston LLC, as placement agent.

      "Preferred Security" means a preferred security of the Trust,  denominated
as such and representing an undivided  beneficial  interest in the assets of the
Trust,  having a  Liquidation  Amount of $1,000 and  having  the terms  provided
therefor in this Trust Agreement.

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


                                       8
<PAGE>

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

      "Purchaser"  means Credit Suisse First Boston,  acting  through its Cayman
Islands  branch,  as  purchaser  of the  Preferred  Securities  pursuant  to the
Subscription  Agreement,  whose  address is c/o Credit  Suisse First Boston LLC,
Eleven Madison Avenue, New York, New York 10010.

      "QIB"  means a  "qualified  institutional  buyer" as  defined in Rule 144A
under the Securities Act.

      "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 Note Redemption Date and the stated maturity (or
any date of  principal  repayment  upon early  maturity) of the Notes shall be a
Redemption Date for a Like Amount of Trust Securities.

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

      "Reference Banks" has the meaning specified in Schedule A.

      "Responsible  Officer" means,  with respect to the Property  Trustee,  any
Senior Vice  President,  any Vice President,  any Assistant Vice President,  the
Secretary,  any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust  Officer or Assistant  Trust Officer or any other officer in the Corporate
Trust  Office  of the  Property  Trustee  with  direct  responsibility  for  the
administration  of this  Trust  Agreement  and also  means,  with  respect  to a
particular  corporate trust matter, any other officer of the Property Trustee to
whom  such  matter  is  referred  because  of that  officer's  knowledge  of and
familiarity with the particular subject.

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

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

      "Securities  Register"  and  "Securities  Registrar"  have the  respective
meanings specified in Section 5.7.

      "Special Event Redemption Price" has the meaning specified in Section 11.2
of the Indenture.

      "Subscription  Agreement"  means  the  Preferred  Securities  Subscription
Agreement,  dated as of May 4, 2005,  by and among the Company,  the Trust,  the
Purchaser and Credit Suisse First Boston LLC (as to certain provisions thereof).


                                       9
<PAGE>

      "Successor Securities" has the meaning specified in Section 9.5(a).

      "Tax Event" has the meaning specified in Section 1.1 of the Indenture.

      "Trust" means the Delaware  statutory trust known as "Bluegreen  Statutory
Trust II," which was created on April 29,  2005,  under the  Delaware  Statutory
Trust  Act  pursuant  to the  Original  Trust  Agreement  and the  filing of the
Certificate of Trust, and continued pursuant to this Trust Agreement.

      "Trust  Agreement"  means  this  Amended  and  Restated  Trust  Agreement,
including all Schedules and Exhibits  (other than Exhibit D), as the same may be
modified,  amended  or  supplemented  from time to time in  accordance  with the
applicable provisions hereof.

      "Trustees" means the Administrative Trustees, the Property Trustee and the
Delaware Trustee, each as defined in this Article I.

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

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

                                   ARTICLE II.

                                    THE TRUST

      SECTION 2.1. Name.

      The trust  continued  hereby shall be known as "Bluegreen  Statutory Trust
II,"  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 conduct  the  business of the
Trust,  make and execute  contracts and other instruments on behalf of the Trust
and sue and be sued.

      SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business.

      The  address of the  Delaware  Trustee in the State of  Delaware is Rodney
Square  North,  1100  North  Market  Street,  Wilmington,  Delaware  19890-0001,
Attention:  Corporate  Capital  Markets,  or such other  address in the State of
Delaware as the Delaware Trustee may designate by written notice to the Holders,
the  Depositor,  the  Property  Trustee  and the  Administrative  Trustees.  The
principal  executive  office  of the  Trust is c/o  Bluegreen  Corporation  4960
Conference  Way N.,  Boca  Raton,  Florida  33431,  Attention:  Chief  Financial
Officer,  as such address may be changed from time to time by the Administrative
Trustees following written notice to the Holders and the other Trustees.


                                       10
<PAGE>

      SECTION 2.3.  Initial  Contribution  of Trust  Property;  Fees,  Costs and
Expenses.

      The Property Trustee acknowledges receipt from the Depositor in connection
with  the  Original  Trust  Agreement  of the sum of ten  dollars  ($10),  which
constituted the initial Trust Property.  The Depositor shall pay all fees, costs
and expenses of the Trust (except with respect to the Trust  Securities) as they
arise or shall, upon request of any Trustee, promptly reimburse such Trustee for
any such fees, costs and expenses paid by such Trustee. The Depositor shall make
no claim  upon  the  Trust  Property  for the  payment  of such  fees,  costs or
expenses.

      SECTION 2.4. Purposes of Trust.

      (a) The exclusive purposes and functions of the Trust are to (i) issue and
sell Trust  Securities  and use the proceeds from such sale to acquire the Notes
and (ii) engage in only those activities  necessary or incidental  thereto.  The
Delaware  Trustee,  the  Property  Trustee and the  Administrative  Trustees are
trustees of the Trust, and have all the rights,  powers and duties to the extent
set forth herein.  The Trustees hereby acknowledge that they are trustees of the
Trust.

      (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 Trust (or the Trustees acting on behalf of the Trust)
shall not (i) acquire any investments or engage in any activities not authorized
by this  Trust  Agreement,  (ii) sell,  assign,  transfer,  exchange,  mortgage,
pledge,  set-off or otherwise  dispose of any of the Trust Property or interests
therein,  including to Holders, except as expressly provided herein, (iii) incur
any  indebtedness  for  borrowed  money or issue  any other  debt,  (iv) take or
consent to any action that would result in the placement of a Lien on any of the
Trust  Property,  (v) take or  consent to any action  that would  reasonably  be
expected  to cause  (or,  in the case of the  Property  Trustee,  to the  actual
knowledge of a Responsible Officer would cause) the Trust to become taxable as a
corporation  or  classified  as other  than a grantor  trust for  United  States
federal income tax purposes, (vi) take or consent to any action that would cause
(or,  in the  case  of  the  Property  Trustee,  to the  actual  knowledge  of a
Responsible  Officer  would  cause)  the  Notes  to be  treated  as  other  than
indebtedness  of the Depositor for United States  federal income tax purposes or
(vii) take or consent to any  action  that would  cause (or,  in the case of the
Property Trustee,  to the actual knowledge of a Responsible Officer would cause)
the Trust to be deemed to be an "investment  company"  required to be registered
under the Investment Company Act.

      SECTION 2.5. Authorization to Enter into Certain Transactions.

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


                                       11
<PAGE>

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

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

                  (B) to cause the Trust to enter into, and to execute,  deliver
            and  perform on behalf of the  Trust,  such  agreements,  documents,
            instruments,  certificates and other writings as may be necessary or
            desirable in connection with the purposes and function of the Trust,
            including,  without  limitation,  a common  securities  subscription
            agreement and a junior subordinated note subscription  agreement and
            to cause  the  Trust to  perform  the  Placement  Agreement  and the
            Subscription Agreement;

                  (C) assisting in the sale of the  Preferred  Securities in one
            or more transactions  exempt from registration  under the Securities
            Act, and in compliance with applicable  state securities or blue sky
            laws;

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

                  (E)  the   appointment   of  a  successor   Paying  Agent  and
            Calculation Agent in accordance with this Trust Agreement;

                  (F) execution  and delivery of the Trust  Securities on behalf
            of the Trust in accordance with this Trust Agreement;

                  (G)  execution and delivery of closing  certificates,  if any,
            pursuant to the Placement Agreement;

                  (H)  preparation  and filing of all applicable tax returns and
            tax  information  reports that are required to be filed on behalf of
            the Trust;

                  (I)  establishing a record date with respect to all actions to
            be taken  hereunder  that  require a record date to be  established,
            except as provided in Section 6.10(a);

                  (J) unless otherwise  required by the Delaware Statutory Trust
            Act,  to  execute  on behalf of the Trust  (either  acting  alone or
            together with the other  Administrative  Trustees) any documents and
            other  writings  that such  Administrative  Trustee has the power to
            execute pursuant to this Trust Agreement; and

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


                                       12
<PAGE>

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

                  (A) the receipt and holding of legal title of the Notes;

                  (B) the establishment of the Payment Account;

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

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

                  (E) the exercise of all of the rights,  powers and  privileges
            of a holder of the Notes in accordance  with the terms of this Trust
            Agreement;

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

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

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

                  (I) application for a taxpayer  identification  number for the
            Trust;

                  (J) the authentication of the Preferred Securities as provided
            in this Trust Agreement; and

                  (K) the taking of any action  incidental  to the  foregoing as
            the Property Trustee may from time to time determine is necessary or
            advisable  to give effect to the terms of this Trust  Agreement  and
            protect  and  conserve  the Trust  Property  for the  benefit of the
            Holders  (without  consideration of the effect of any such action on
            any particular Holder).

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

            (i) the  negotiation of the terms of, and the execution and delivery
      of, the Placement  Agreement and the Subscription  Agreement providing for
      the sale of the


                                       13
<PAGE>

      Preferred  Securities in one or more transactions exempt from registration
      under  the  Securities  Act,  and  in  compliance  with  applicable  state
      securities or blue sky laws; and

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

      (c)  Notwithstanding  anything herein to the contrary,  the Administrative
Trustees are  authorized and directed to conduct the affairs of the Trust and to
operate  the Trust so that the Trust  will not be taxable  as a  corporation  or
classified as other than a grantor trust for United  States  federal  income tax
purposes, so that the Notes will be treated as indebtedness of the Depositor for
United  States  federal  income tax  purposes  and so that the Trust will not be
deemed  to be an  "investment  company"  required  to be  registered  under  the
Investment  Company  Act. In this  connection,  each  Administrative  Trustee is
authorized  to take any  action,  not  inconsistent  with  applicable  law,  the
Certificate of Trust or this Trust Agreement,  that such Administrative  Trustee
determines  in his or her  discretion  to be  necessary  or  desirable  for such
purposes,  as long as such  action  does not  adversely  affect in any  material
respect the interests of the Holders of the Outstanding Preferred Securities. In
no event shall the Administrative Trustees be liable to the Trust or the Holders
for any failure to comply with this  Section 2.5 to the extent that such failure
results  solely  from a change  in law or  regulation  or in the  interpretation
thereof.

      (d) Any action  taken by a Trustee  in  accordance  with its powers  shall
constitute  the act of and serve to bind the Trust.  In dealing with any Trustee
acting on behalf of the Trust,  no Person  shall be required to inquire into the
authority of such Trustee to bind the Trust.  Persons dealing with the Trust are
entitled to rely  conclusively  on the power and authority of any Trustee as set
forth in this Trust Agreement.

      SECTION 2.6. Assets of Trust.

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

      SECTION 2.7. Title to Trust Property.

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

      (b) The  Holders  shall not have any right or title to the Trust  Property
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.


                                       14
<PAGE>

                                  ARTICLE III.

                         PAYMENT ACCOUNT; PAYING AGENTS

      SECTION 3.1. Payment Account.

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

      (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 with respect to, the Notes.  Amounts held in the Payment  Account shall
not be invested by the Property Trustee pending distribution thereof.

      SECTION 3.2. Appointment of Paying Agents.

      The Property  Trustee is appointed as the initial  Paying Agent and hereby
accepts such appointment.  The Paying Agent shall make  Distributions to Holders
from the Payment Account and shall report the amounts of such  Distributions  to
the Property  Trustee and the  Administrative  Trustees.  Any Paying Agent shall
have the revocable  power to withdraw funds from the Payment  Account solely for
the purpose of making the  Distributions  referred to above. The  Administrative
Trustees  may  revoke  such  power and  remove  the  Paying  Agent in their sole
discretion.  Any Person  acting as Paying  Agent shall be permitted to resign as
Paying  Agent  upon  thirty  (30)  days'  written  notice to the  Administrative
Trustees and the Property  Trustee.  If the Property  Trustee shall no longer be
the Paying Agent or a successor  Paying  Agent shall resign or its  authority to
act be revoked,  the  Administrative  Trustees shall appoint a successor  (which
shall be a bank or trust company) to act as Paying Agent.  Such successor Paying
Agent appointed by the Administrative  Trustees shall execute and deliver to the
Trustees an instrument in which such successor Paying Agent shall agree with the
Trustees that as Paying Agent,  such successor  Paying Agent will hold all sums,
if any,  held by it for  payment to the  Holders in trust for the benefit of the
Holders  entitled  thereto  until such sums shall be paid to such  Holders.  The
Paying Agent shall return all unclaimed  funds to the Property  Trustee and upon
removal of a Paying  Agent such Paying  Agent shall also return all funds in its
possession to the Property  Trustee.  The provisions of Article VIII 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 Trust Agreement to
the Paying Agent shall include any co-paying  agent unless the context  requires
otherwise.


                                       15
<PAGE>

                                   ARTICLE IV.

                            DISTRIBUTIONS; REDEMPTION

SECTION 4.1. Distributions.

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

            (i)  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 May 4,
      2005,  and,  except as provided  in clause  (ii)  below,  shall be payable
      quarterly in arrears on January  30th,  April 30th,  July 30th and October
      30th of each year,  commencing  on July 30,  2005.  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  Business Day (and no interest shall accrue in respect of
      the amounts whose payment is so delayed for the period from and after each
      such date until the next  succeeding  Business Day),  except that, if such
      Business  Day falls in the next  succeeding  calendar  year,  such payment
      shall be made on the  immediately  preceding  Business  Day, in each case,
      with the same force and effect as if made on such date (each date on which
      Distributions  are payable in accordance  with this Section  4.1(a)(i),  a
      "Distribution Date");

            (ii)  Distributions   shall  accumulate  in  respect  of  the  Trust
      Securities  at a fixed rate per annum  equal to 9.158% of the  Liquidation
      Amount of the Trust Securities through the Distribution Date in July, 2010
      and a variable rate per annum, reset quarterly,  equal to LIBOR plus 4.85%
      of the Liquidation Amount of the Trust Securities, thereafter. LIBOR shall
      be determined by the Calculation  Agent in accordance with Schedule A. The
      amount  of  Distributions   payable  for  any  period  less  than  a  full
      Distribution  period  shall be computed on the basis of a 360-day year and
      the actual number of days elapsed in the relevant Distribution period. The
      amount of  Distributions  payable for any full  interest  period  shall be
      computed by dividing the applicable  rate per annum by four. The amount of
      Distributions payable for any period shall include any Additional Interest
      Amounts in respect of such period; and

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

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


                                       16
<PAGE>

Date as a result of the  Depositor  having  failed to make an  interest  payment
under the Notes  will cease to be payable to the Person in whose name such Trust
Securities  are  registered  on the  relevant  record date,  and such  defaulted
Distributions and any Additional Interest Amounts will instead be payable to the
Person in whose name such Trust  Securities are registered on the special record
date, or other specified date for determining Holders entitled to such defaulted
Distribution and Additional Interest Amount, established in the same manner, and
on the same date,  as such is  established  with  respect to the Notes under the
Indenture.

      SECTION 4.2. Redemption.

      (a) On each Note  Redemption  Date and on the stated maturity (or any date
of principal  repayment upon early maturity) of the Notes and on each other date
on (or in respect of) which any principal on the Notes is repaid, the Trust will
be required to redeem a Like Amount of Trust Securities at the Redemption Price.

      (b)  Notice  of  redemption  shall  be given by the  Property  Trustee  by
first-class  mail,  postage  prepaid,  mailed not less than thirty (30) nor more
than  sixty  (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. All notices of redemption shall state:

            (i) the Redemption Date;

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

            (iii) if less than all the  Outstanding  Trust  Securities are to be
      redeemed, the identification (and, in the case of partial redemption,  the
      respective  Liquidation Amounts) and Liquidation Amounts of the particular
      Trust Securities to be redeemed;

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

            (v) the  place  or  places  where  the  Trust  Securities  are to be
      surrendered for the payment of the Redemption Price; and

            (vi) such other provisions as the Property Trustee deems relevant.

      (c) The Trust Securities (or portion thereof)  redeemed on each Redemption
Date  shall be  redeemed  at the  Redemption  Price with the  proceeds  from the
contemporaneous  redemption or payment at maturity of Notes.  Redemptions of the
Trust  Securities (or portion  thereof)  shall be made and the Redemption  Price
shall be payable on each Redemption Date only to the extent


                                       17
<PAGE>

that the Trust has funds then on hand and  available in the Payment  Account for
the payment of such  Redemption  Price.  Under the  Indenture,  the Notes may be
redeemed by the  Depositor  on any Interest  Payment  Date,  at the  Depositor's
option,  on or after July 30, 2010, in whole or in part,  from time to time at a
redemption price equal to 100% of the principal amount thereof, together, in the
case of any such  redemption,  with accrued  interest,  including any Additional
Interest,  to but  excluding  the date  fixed  for  redemption  (the  "Indenture
Redemption  Price").  The Notes may also be  redeemed by the  Depositor,  at its
option,  in whole but not in part, upon the occurrence of an Investment  Company
Event or a Tax Event at the Special Event  Redemption Price (as set forth in the
Indenture).

      (d) If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities,  then by 10:00 A.M., New York City time, on the Redemption
Date, the Depositor shall deposit  sufficient funds with the Property Trustee to
pay the Redemption  Price.  If such deposit has been made by such time,  then by
12:00 noon,  New York City time, on the Redemption  Date,  the Property  Trustee
will, with respect to Book-Entry Preferred Securities,  irrevocably deposit with
the Depositary for such Book-Entry Preferred Securities, to the extent available
therefor,  funds sufficient to pay the applicable Redemption Price and will give
such  Depositary  irrevocable  instructions  and authority to pay the Redemption
Price to the Holders of the  Preferred  Securities.  With  respect to  Preferred
Securities that are not Book-Entry  Preferred  Securities,  the Property Trustee
will  irrevocably  deposit  with  the  Paying  Agent,  to the  extent  available
therefor,  funds sufficient to pay the applicable Redemption Price and will give
the Paying Agent  irrevocable  instructions  and authority to pay the Redemption
Price  to the  Holders  of the  Preferred  Securities  upon  surrender  of their
Preferred Securities Certificates.  Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust  Securities (or portion
thereof)  called for  redemption  shall be payable to the  Holders of such Trust
Securities  as they appear on the  Securities  Register on the  relevant  record
dates for the related  Distribution  Dates.  If notice of redemption  shall have
been given and funds deposited as required,  then upon the date of such deposit,
all rights of Holders  holding Trust  Securities (or portion  thereof) so called
for  redemption  will  cease,  except the right of such  Holders to receive  the
Redemption Price and any Distribution payable in respect of the Trust Securities
on or prior to the Redemption Date, but without interest,  and, in the case of a
partial redemption, the right of such Holders to receive a new Trust Security or
Securities of authorized denominations, in aggregate Liquidation Amount equal to
the unredeemed portion of such Trust Security or Securities, and such Securities
(or portion thereof) called for redemption will cease to be Outstanding.  In the
event that any date on which any  Redemption  Price is payable is not a Business
Day, then payment of the  Redemption  Price payable on such date will be made on
the next succeeding Business Day (and no interest shall accrue in respect of the
amounts whose payment is so delayed for the period from and after each such date
until the next succeeding Business Day), except that, if such Business Day falls
in the  next  succeeding  calendar  year,  such  payment  shall  be  made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date.  In the event that payment of the  Redemption  Price in
respect of any Trust  Securities (or portion  thereof)  called for redemption is
improperly  withheld or refused and not paid either by the Trust,  Distributions
on such Trust Securities(or portion thereof) will continue to accumulate, as set
forth in Section 4.1, from the  Redemption  Date  originally  established by the
Trust for such Trust Securities(or  portion thereof) to the date such Redemption
Price is actually  paid, in which case the actual  payment date will be the date
fixed for redemption for purposes of calculating the Redemption Price.


                                       18
<PAGE>

      (e)  Subject to Section  4.3(a),  if less than all the  Outstanding  Trust
Securities  are  to  be  redeemed  on a  Redemption  Date,  then  the  aggregate
Liquidation  Amount of Trust  Securities  to be redeemed  shall be allocated pro
rata to the  Common  Securities  and the  Preferred  Securities  based  upon the
relative  aggregate  Liquidation  Amounts  of  the  Common  Securities  and  the
Preferred Securities.  The Preferred Securities to be redeemed shall be selected
on a pro rata basis  based upon their  respective  Liquidation  Amounts not more
than sixty (60) days prior to the Redemption  Date by the Property  Trustee from
the  Outstanding  Preferred  Securities  not previously  called for  redemption;
provided,  however,  that with respect to Holders that would be required to hold
less than one hundred (100) but more than zero (0) Trust  Securities as a result
of such redemption,  the Trust shall redeem Trust Securities of each such Holder
so that after such  redemption  such Holder shall hold either one hundred  (100)
Trust Securities or such Holder no longer holds any Trust Securities,  and shall
use such method (including,  without limitation, by lot) as the Trust shall deem
fair and  appropriate;  and  provided,  further,  that so long as the  Preferred
Securities are Book-Entry Preferred Securities,  such selection shall be made in
accordance  with  the  Applicable   Depositary   Procedures  for  the  Preferred
Securities by such  Depositary.  The Property  Trustee shall promptly notify the
Securities Registrar in writing of the Preferred Securities (or portion thereof)
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 aggregate Liquidation Amount of Preferred Securities that has
been or is to be redeemed.

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

      SECTION 4.3. Subordination of Common Securities.

      (a) Payment of Distributions  (including any Additional  Interest Amounts)
on, the Redemption Price of and the Liquidation  Distribution in respect of, the
Trust  Securities,  as  applicable,  shall be made,  pro rata  among the  Common
Securities and the Preferred  Securities based on the Liquidation  Amount of the
respective  Trust  Securities;  provided,  that  if on  any  Distribution  Date,
Redemption Date or Liquidation  Date an Event of Default shall have occurred and
be continuing, no payment of any Distribution (including any Additional Interest
Amounts) on, Redemption Price of or Liquidation  Distribution in respect of, any
Common Security, and no other payment on account of the redemption,  liquidation
or other acquisition of Common Securities,  shall be made unless payment in full
in cash of all  accumulated and unpaid  Distributions  (including any Additional
Interest Amounts) 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,  or in the case of payment of
the Liquidation Distribution the full amount of such Liquidation Distribution on
all Outstanding Preferred Securities,  shall have been made or provided for, and
all funds immediately available to the Property Trustee


                                       19
<PAGE>

shall  first be  applied  to the  payment  in full in cash of all  Distributions
(including any Additional  Interest  Amounts) on, or the Redemption  Price of or
the Liquidation  Distribution  in respect of, the Preferred  Securities then due
and payable.

      (b) In the case of the occurrence of any Event of Default,  the Holders of
the Common  Securities shall have no right to act with respect to any such Event
of Default  under this Trust  Agreement  until all such  Events of Default  with
respect  to the  Preferred  Securities  have been  cured,  waived  or  otherwise
eliminated.  Until all such Events of Default  under this Trust  Agreement  with
respect to the  Preferred  Securities  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 on  behalf  of the  Holders  of the  Common
Securities,  and only the Holders of all the Preferred  Securities will have the
right to direct the Property Trustee to act on their behalf.

      SECTION 4.4. Payment Procedures.

      Payments of Distributions (including any Additional Interest Amounts), the
Redemption  Price,  Liquidation  Amount or any other  amounts  in respect of the
Preferred  Securities  shall be made by wire  transfer at such place and to such
account at a banking  institution  in the United  States as may be designated in
writing at least ten (10)  Business  Days  prior to the date for  payment by the
Person entitled  thereto unless proper written  transfer  instructions  have not
been received by the relevant  record date, in which case such payments shall be
made by check mailed to the address of such Person as such address  shall appear
in  the  Securities  Register.  If  any  Preferred  Securities  are  held  by  a
Depositary,  such  Distributions  thereon  shall  be made to the  Depositary  in
immediately  available funds. Payments in respect of the Common Securities shall
be made in such manner as shall be mutually agreed between the Property  Trustee
and the Holder of all the Common Securities.

      SECTION 4.5. Withholding Tax.

      The  Trust  and  the   Administrative   Trustees  shall  comply  with  all
withholding and backup withholding tax requirements under United States federal,
state and local law.  The  Administrative  Trustees on behalf of the Trust shall
request,  and the Holders shall provide to the Trust, such forms or certificates
as  are  necessary  to  establish  an  exemption  from  withholding  and  backup
withholding tax with respect to each Holder and any representations and forms as
shall  reasonably be requested by the  Administrative  Trustees on behalf of the
Trust to  assist  it in  determining  the  extent  of,  and in  fulfilling,  its
withholding and backup withholding tax obligations.  The Administrative Trustees
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding and backup withholding tax is properly established by a Holder,
shall  remit  amounts   withheld  with  respect  to  the  Holder  to  applicable
jurisdictions. To the extent that the Trust is required to withhold and pay over
any amounts to any jurisdiction  with respect to Distributions or allocations to
any Holder,  the amount  withheld  shall be deemed to be a  Distribution  in the
amount  of  the  withholding  to  the  Holder.  In  the  event  of  any  claimed
overwithholding,  Holders shall be limited to an action  against the  applicable
jurisdiction. If the amount required to be withheld was not withheld from actual
Distributions  made,  the  Administrative  Trustees  on  behalf of the Trust may
reduce subsequent Distributions by the amount of such required withholding.


                                       20
<PAGE>

      SECTION 4.6. Tax Returns and Other Reports.

      (a) The Administrative Trustees shall prepare (or cause to be prepared) at
the principal office of the Trust in the United States,  as defined for purposes
of Treasury  regulations section  301.7701-7,  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.  The  Administrative
Trustees  shall  prepare  at the  principal  office of the  Trust in the  United
States, as defined for purposes of Treasury regulations section 301.7701-7,  and
furnish (or cause to be prepared and  furnished),  by January 31 in each taxable
year of the Trust to each Holder all Internal  Revenue Service forms and returns
required to be provided by the Trust. The Administrative  Trustees shall provide
the  Depositor  and the  Property  Trustee  with a copy of all such  returns and
reports promptly after such filing or furnishing.

      SECTION 4.7. Payment of Taxes, Duties, Etc. of the Trust.

      Upon receipt under the Notes of  Additional  Tax Sums and upon the written
direction of the  Administrative  Trustees,  the Property Trustee shall promptly
pay,  solely out of monies on deposit  pursuant  to this  Trust  Agreement,  any
Additional  Taxes  imposed on the Trust by the United States or any other taxing
authority.

      SECTION 4.8. Payments under Indenture or Pursuant to Direct Actions.

      Any amount payable  hereunder to any Holder of Preferred  Securities shall
be reduced by the amount of any corresponding  payment such Holder (or any Owner
with  respect  thereto)  has  directly  received  pursuant to Section 5.8 of the
Indenture or Section 6.10(b) of this Trust Agreement.

      SECTION 4.9. Exchanges.

      (a) If at any time the Depositor or any of its Affiliates (in either case,
a "Depositor  Affiliate")  is the Owner or Holder of any  Preferred  Securities,
such Depositor Affiliate shall have the right to deliver to the Property Trustee
all or such portion of its  Preferred  Securities  as it elects and,  subject to
compliance  with  Sections 2.2 and 3.5 of the  Indenture,  receive,  in exchange
therefor,  a Like  Amount  of Notes.  Such  election  (i)  shall be  exercisable
effective on any Distribution Date by such Depositor Affiliate delivering to the
Property  Trustee a written notice of such election  specifying the  Liquidation
Amount of Preferred Securities with respect to which such election is being made
and the Distribution Date on which such exchange shall occur, which Distribution
Date shall be not less than ten (10)  Business Days after the date of receipt by
the Property  Trustee of such election notice and (ii) shall be conditioned upon
such  Depositor  Affiliate  having  delivered  or caused to be  delivered to the
Property  Trustee or its designee the Preferred  Securities that are the subject
of such election by 10:00 A.M. New York time, on the Distribution  Date on which
such exchange is to occur. After the exchange, such Preferred Securities will be
canceled  and will no longer be deemed to be  Outstanding  and all rights of the
Depositor Affiliate with respect to such Preferred Securities will cease.

      (b) In the case of an exchange  described in Section 4.9(a),  the Property
Trustee  on behalf of the Trust  will,  on the date of such  exchange,  exchange
Notes having a principal amount equal to a proportional  amount of the aggregate
Liquidation Amount of the Outstanding


                                       21
<PAGE>

Common Securities, based on the ratio of the aggregate Liquidation Amount of the
Preferred  Securities  exchanged  pursuant  to  Section  4.9(a)  divided  by the
aggregate Liquidation Amount of the Preferred Securities Outstanding immediately
prior to such exchange,  for such proportional  amount of Common Securities held
by the  Depositor  (which  contemporaneously  shall be canceled and no longer be
deemed to be Outstanding); provided, that the Depositor delivers or causes to be
delivered to the Property  Trustee or its designee the required amount of Common
Securities to be exchanged by 10:00 A.M. New York time, on the Distribution Date
on which such exchange is to occur.

      SECTION 4.10. Calculation Agent.

      (a) The Property Trustee shall initially,  and, subject to the immediately
following sentence, for so long as it holds any of the Notes, be the Calculation
Agent  for  purposes  of  determining  LIBOR  for each  Distribution  Date.  The
Calculation Agent may be removed by the Administrative  Trustees at any time. If
the Calculation Agent is unable or unwilling to act as such or is removed by the
Administrative  Trustees, the Administrative Trustees will promptly appoint as a
replacement  Calculation  Agent the  London  office of a leading  bank  which is
engaged in transactions in three-month  U.S. Dollar deposits in Europe and which
does not  control  or is not  controlled  by or under  common  control  with the
Administrative  Trustee or its Affiliates.  The Calculation Agent may not resign
its duties without a successor having been duly appointed.

      (b) The  Calculation  Agent shall be  required  to agree that,  as soon as
possible after 11:00 a.m. (London time) on each LIBOR Determination Date, but in
no event later than 11:00 a.m.  (London  time) on the Business  Day  immediately
following each LIBOR  Determination  Date, the Calculation  Agent will calculate
the interest rate and  Distribution  amount  (rounded to the nearest cent,  with
half a cent being rounded upwards) for the related  Distribution  Date, and will
communicate such rate and amount to the Depositor,  the Property  Trustee,  each
Paying Agent and the Depositary.  The Calculation Agent will also specify to the
Administrative  Trustees  the  quotations  upon  which the  foregoing  rates and
amounts  are based and, in any event,  the  Calculation  Agent shall  notify the
Administrative   Trustees   before  5:00  p.m.   (London  time)  on  each  LIBOR
Determination  Date that either:  (i) it has  determined or is in the process of
determining the foregoing rates and amounts or (ii) it has not determined and is
not in the process of determining the foregoing rates and amounts, together with
its reasons  therefor.  The Calculation  Agent's  determination of the foregoing
rates and  amounts  for any  Distribution  Date will (in the absence of manifest
error)  be  final  and  binding  upon  all  parties.  For the  sole  purpose  of
calculating the interest rate for the Trust Securities,  "Business Day" shall be
defined as any day on which  dealings in deposits in Dollars are  transacted  in
the London interbank market.

      SECTION 4.11. Certain Accounting Matters.

      (a) At all times  during the  existence of the Trust,  the  Administrative
Trustees shall keep, or cause to be kept at the principal office of the Trust in
the United  States,  as defined for  purposes of  Treasury  Regulations  section
301.7701-7, full books of account, records and supporting documents, which shall
reflect in reasonable detail each transaction of the Trust. The books of account
shall be  maintained on the accrual  method of  accounting,  in accordance  with
generally accepted accounting principles, consistently applied.


                                       22
<PAGE>

      (b) The Administrative  Trustees shall either (i) if the Depositor is then
subject  to such  reporting  requirements,  cause  each  Form 10-K and Form 10-Q
prepared by the Depositor and filed with the  Commission in accordance  with the
Exchange  Act to be  delivered  to  each  Holder,  with a copy  to the  Property
Trustee,  within  thirty (30) days after the filing  thereof or (ii) cause to be
prepared at the principal  office of the Trust in the United States,  as defined
for purposes of Treasury  Regulations section 301.7701-7,  and delivered to each
of the Holders,  with a copy to the Property  Trustee,  within  ninety (90) days
after the end of each Fiscal Year,  annual  financial  statements  of the Trust,
including a balance  sheet of the Trust as of the end of such Fiscal  Year,  and
the related  statements of income or loss. If the Depositor files its annual and
quarterly reports on Forms 10-K and 10-Q, respectively,  with the Securities and
Exchange Commission (the "Commission") in electronic form pursuant to Regulation
S -T of the  Commission  using the  Commissioner's  Electronic  Data  Gathering,
Analysis and Retrieval ("EDGAR") system, the Depositor shall notify the Property
Trustee  in the  manner  prescribed  herein of each such  annual  and  quarterly
filing.  The Property  Trustee is hereby  authorized  and directed to access the
EDGAR system for purposes of retrieving the financial  information so filed. The
Property  Trustee  shall have no duty to search for or obtain any  electronic or
other  filings  that the  Depositor  makes with the  Commission,  regardless  of
whether  such  filings are  periodic,  supplemental  or  otherwise.  Delivery of
reports,  information  and  documents to the Property  Trustee  pursuant to this
Section  4.11(b)  shall be solely for purposes of  compliance  with this Section
4.11(b) and, if applicable, with Section 314(a) of the Trust Indenture Act.. The
Property Trustee's receipt of such reports,  information and documents shall not
constitute  notice to it of the content thereof or any matter  determinable from
the  content  thereof,  including  the  Depositor's  compliance  with any of its
covenants  hereunder,  as to which the Property Trustee is entitled to rely upon
Officers' Certificates.

      (c) The Trust  shall  maintain  one or more bank  accounts  in the  United
States, as defined for purposes of Treasury  Regulations section 301.7701-7,  in
the name and for the sole  benefit of the  Trust;  provided,  however,  that all
payments of funds in respect of the Notes held by the Property  Trustee shall be
made  directly to the  Payment  Account and no other funds of the Trust shall be
deposited  in the  Payment  Account.  The sole  signatories  for  such  accounts
(including the Payment Account) shall be designated by the Property Trustee.

                                   ARTICLE V.

                                   SECURITIES

      SECTION 5.1. Initial Ownership.

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

      SECTION 5.2. Authorized Trust Securities.

      The Trust shall be authorized to issue one series of Preferred  Securities
having an aggregate  Liquidation  Amount of $25,000,000 and one series of Common
Securities having an aggregate Liquidation Amount of $774,000.


                                       23
<PAGE>

      SECTION 5.3. Issuance of the Common Securities;  Subscription and Purchase
of Notes.

      On the Closing Date, an  Administrative  Trustee,  on behalf of the Trust,
shall  execute  and deliver to the  Depositor  Common  Securities  Certificates,
registered in the name of the  Depositor,  evidencing an aggregate of 774 Common
Securities having an aggregate  Liquidation Amount of $774,000,  against receipt
by the  Trust of the  aggregate  purchase  price of such  Common  Securities  of
$774,000.  Contemporaneously  therewith  and with  the sale by the  Trust to the
Holders of an  aggregate  of 25,000  Preferred  Securities  having an  aggregate
Liquidation Amount of $25,000,000,  an Administrative  Trustee, on behalf of the
Trust,  shall  subscribe  for and  purchase  from  the  Depositor  Notes,  to be
registered in the name of the Property Trustee on behalf of the Trust and having
an aggregate principal amount equal to $25,774,000,  and, in satisfaction of the
purchase  price for such Notes,  the Property  Trustee,  on behalf of the Trust,
shall  deliver to the  Depositor  the sum of  $25,774,000  (being the  aggregate
amount paid by the Holders for the Preferred  Securities  and the amount paid by
the Depositor for the Common Securities).

      SECTION 5.4. The Securities Certificates.

      (a) The  Preferred  Securities  Certificates  shall be issued  in  minimum
denominations of $100,000 Liquidation Amount and integral multiples of $1,000 in
excess  thereof,  and the  Common  Securities  Certificates  shall be  issued in
minimum  denominations of $10,000  Liquidation  Amount and integral multiples of
$1,000 in excess  thereof.  The  Securities  Certificates  shall be  executed on
behalf  of  the  Trust  by  manual  or  facsimile  signature  of  at  least  one
Administrative  Trustee.  Securities  Certificates  bearing  the  signatures  of
individuals who were, at the time when such signatures  shall have been affixed,
authorized to sign such Securities  Certificates 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 Securities Certificates or did not have
such authority at the date of delivery of such Securities Certificates.

      (b) On the Closing Date,  upon the written order of an authorized  officer
of  the  Depositor,   the   Administrative   Trustees  shall  cause   Securities
Certificates  to be  executed  on behalf of the  Trust  and  delivered,  without
further corporate action by the Depositor, in authorized denominations.

      (c) The Preferred  Securities  issued to QIBs shall be, except as provided
in Section 5.6,  Book-Entry  Preferred  Securities  issued in the form of one or
more Global Preferred  Securities  registered in the name of the Depositary,  or
its  nominee  and  deposited  with the  Depositary  or the  Property  Trustee as
custodian for the  Depositary  for credit by the  Depositary  to the  respective
accounts of the Depositary  Participants thereof (or such other accounts as they
may direct).  The Preferred Securities issued to a Person other than a QIB shall
be issued in the form of Definitive Preferred Securities Certificates.

      (d) A Preferred  Security  shall not be valid until  authenticated  by the
manual  signature  of a  Responsible  Officer  of  the  Property  Trustee.  Such
signature  shall be conclusive  evidence  that the  Preferred  Security has been
authenticated under this Trust Agreement. Upon written


                                       24
<PAGE>

order of the Trust signed by one  Administrative  Trustee,  the Property Trustee
shall  authenticate  and deliver  one or more  Preferred  Security  Certificates
evidencing the Preferred Securities for original issue. The Property Trustee may
appoint an authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate  the  Preferred  Securities.  A  Common  Security  need  not  be so
authenticated  and shall be valid upon  execution by one or more  Administrative
Trustees. The form of this certificate of authentication can be found in Section
5.13.

      (e) Upon  issuance  of the Trust  Securities  as  provided  in this  Trust
Agreement,  the Trust Securities so issued shall be deemed to be validly issued,
fully paid and  nonassessable,  and each Holder thereof shall be entitled to the
benefits provided by this Trust Agreement.

      SECTION 5.5. Rights of Holders.

      The  Trust  Securities  shall  have  no,  and the  issuance  of the  Trust
Securities is not subject to,  preemptive or similar  rights and when issued and
delivered to Holders  against  payment of the purchase  price  therefor  will be
fully  paid and  non-assessable  by the  Trust.  Except as  provided  in Section
5.11(b), the Holders of the Trust Securities, in their capacities as such, shall
be  entitled  to  the  same  limitation  of  personal   liability   extended  to
stockholders  of private  corporations  for profit  organized  under the General
Corporation Law of the State of Delaware.

      SECTION 5.6. Book-Entry Preferred Securities.

      (a) A Global Preferred Security may be exchanged, in whole or in part, for
Definitive  Preferred  Securities  Certificates  registered  in the names of the
Owners only if such exchange  complies  with Section 5.7 and (i) the  Depositary
advises the Administrative Trustees and the Property Trustee in writing that the
Depositary   is  no  longer   willing  or  able   properly  to   discharge   its
responsibilities with respect to the Global Preferred Security, and no qualified
successor is appointed by the Administrative Trustees within ninety (90) days of
receipt of such  notice,  (ii) the  Depositary  ceases to be a  clearing  agency
registered  under  the  Exchange  Act and the  Administrative  Trustees  fail to
appoint a qualified  successor within ninety (90) days of obtaining knowledge of
such  event,  (iii) the  Administrative  Trustees  at their  option  advise  the
Property  Trustee in writing that the Trust elects to terminate  the  book-entry
system  through the  Depositary or (iv) a Note Event of Default has occurred and
is continuing.  Upon the occurrence of any event  specified in clause (i), (ii),
(iii) or (iv) above, the Administrative Trustees shall notify the Depositary and
instruct the Depositary to notify all Owners of Book-Entry Preferred Securities,
the Delaware  Trustee and the Property  Trustee of the  occurrence of such event
and of the availability of the Definitive Preferred  Securities  Certificates to
Owners of the Preferred  Securities  requesting  the same.  Upon the issuance of
Definitive Preferred Securities  Certificates,  the Trustees shall recognize the
Holders  of  the  Definitive  Preferred  Securities   Certificates  as  Holders.
Notwithstanding the foregoing,  if an Owner of a beneficial interest in a Global
Preferred  Security  wishes at any time to  transfer  an interest in such Global
Preferred  Security  to a  Person  other  than a QIB,  such  transfer  shall  be
effected,  subject to the Applicable Depositary  Procedures,  in accordance with
the  provisions  of this Section 5.6 and Section 5.7, and the  transferee  shall
receive a Definitive  Preferred  Securities  Certificate in connection with such
transfer. A holder of a Definitive  Preferred  Securities  Certificate that is a
QIB may, upon request, and in accordance with the provisions of this Section 5.6
and Section 5.7, exchange such Definitive Preferred Securities Certificate for a
beneficial interest in a Global Preferred Security.


                                       25
<PAGE>

      (b) If any Global  Preferred  Security is to be exchanged  for  Definitive
Preferred  Securities  Certificates  or canceled in part,  or if any  Definitive
Preferred Securities  Certificate is to be exchanged in whole or in part for any
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  aggregate  Liquidation  Amount  represented  by such Global  Preferred
Security  shall be reduced,  subject to Section  5.4, or  increased by an amount
equal to the  Liquidation  Amount  represented  by that  portion  of the  Global
Preferred  Security to be so exchanged or canceled,  or equal to the Liquidation
Amount represented by such Definitive Preferred Securities Certificates to be so
exchanged for any Global Preferred Security,  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 Applicable  Depositary
Procedures,  shall instruct the Depositary or its authorized  representative  to
make a corresponding  adjustment to its records.  Upon any such surrender to the
Administrative  Trustees or the  Securities  Registrar  of any Global  Preferred
Security  or  Securities  by  the   Depositary,   accompanied  by   registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the  Depositary,  and the  Property  Trustee,  upon  receipt  thereof,  shall
authenticate and deliver such Definitive Preferred Securities Certificates. None
of the  Securities  Registrar or the  Trustees  shall 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.

      (c) Every Securities  Certificate executed and delivered upon registration
or transfer of, or in exchange for or in lieu of, a Global Preferred Security or
any portion  thereof  shall be executed and  delivered in the form of, and shall
be,  a  Global  Preferred  Security,   unless  such  Securities  Certificate  is
registered  in the name of a Person  other than the  Depositary  for such Global
Preferred Security or a nominee thereof.

      (d) The  Depositary  or its  nominee,  as  registered  owner  of a  Global
Preferred  Security,  shall be the Holder of such Global Preferred  Security for
all purposes under this Trust Agreement and the Global Preferred  Security,  and
Owners with respect to a Global  Preferred  Security  shall hold such  interests
pursuant to the Applicable Depositary  Procedures.  The Securities Registrar and
the Trustees  shall be entitled to deal with the  Depositary for all purposes of
this Trust Agreement relating to the Global Preferred Securities  (including the
payment  of the  Liquidation  Amount  of  and  Distributions  on the  Book-Entry
Preferred  Securities  represented  thereby  and the giving of  instructions  or
directions by Owners of Book-Entry Preferred Securities  represented thereby and
the giving of notices) as the sole Holder of the Book-Entry Preferred Securities
represented thereby and shall have no obligations to the Owners thereof. None of
the Trustees nor the Securities Registrar shall have any liability in respect of
any transfers effected by the Depositary.

      (e) The rights of the Owners of the Book-Entry  Preferred Securities shall
be  exercised  only  through  the  Depositary  and  shall  be  limited  to those
established by law, the Applicable  Depositary Procedures and agreements between
such Owners and the  Depositary  and/or the Depositary  Participants;  provided,
that, solely for the purpose of determining whether the Holders of the requisite
amount of  Preferred  Securities  have voted on any matter  provided for in this
Trust  Agreement,  to the extent that Preferred  Securities are represented by a
Global Preferred  Security,  the Trustees may conclusively rely on, and shall be
fully protected in relying


                                       26
<PAGE>

on, any written instrument (including a proxy) delivered to the Property Trustee
by the Depositary setting forth the Owners' votes or assigning the right to vote
on any  matter to any other  Persons  either in whole or in part.  To the extent
that Preferred  Securities are represented by a Global Preferred  Security,  the
initial   Depositary  will  make  book-entry   transfers  among  the  Depositary
Participants and receive and transmit payments on the Preferred  Securities that
are represented by a Global Preferred Security to such Depositary  Participants,
and none of the  Depositor  or the  Trustees  shall have any  responsibility  or
obligation with respect thereto.

      (f) 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  Security,  the Trustees shall give all such
notices and  communications to the Depositary,  and shall have no obligations to
the Owners.

      SECTION 5.7. Registration of Transfer and Exchange of Preferred Securities
Certificates.

      (a) The Property  Trustee shall keep or cause to be kept, at the Corporate
Trust Office, a register or registers (the  "Securities  Register") in which the
registrar  and  transfer  agent  with  respect  to  the  Trust  Securities  (the
"Securities  Registrar"),  subject  to  such  reasonable  regulations  as it may
prescribe,   shall  provide  for  the   registration  of  Preferred   Securities
Certificates  and Common  Securities  Certificates and registration of transfers
and  exchanges of Preferred  Securities  Certificates  as herein  provided.  The
Property  Trustee  shall at all  times  also be the  Securities  Registrar.  The
provisions  of Article VIII shall apply to the  Property  Trustee in its role as
Securities Registrar.

      (b) Subject to Section 5.7(d), upon surrender for registration of transfer
of any  Preferred  Securities  Certificate  at the  office or agency  maintained
pursuant to Section 5.7(f), the Administrative Trustees or any one of them shall
execute by manual or facsimile  signature  and deliver to the Property  Trustee,
and upon receipt thereof the Property Trustee shall authenticate 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 as may be required by this Trust Agreement dated the date of
execution by such Administrative Trustee or Trustees. At the option of a Holder,
Preferred   Securities   Certificates  may  be  exchanged  for  other  Preferred
Securities  Certificates  in authorized  denominations  and of a like  aggregate
Liquidation Amount upon surrender of the Preferred Securities  Certificate to be
exchanged  at the  office or  agency  maintained  pursuant  to  Section  5.7(f).
Whenever any Preferred Securities  Certificates are so surrendered for exchange,
the  Administrative  Trustees  or any one of them  shall  execute  by  manual or
facsimile  signature  and  deliver to the  Property  Trustee,  and upon  receipt
thereof the Property  Trustee  shall  authenticate  and deliver,  the  Preferred
Securities  Certificates  that the Holder  making the  exchange  is  entitled to
receive.

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


                                       27
<PAGE>

whole or in part,  except,  in the case of any  such  Preferred  Security  to be
redeemed in part, any portion thereof not to be redeemed.

      (d) Every Preferred  Securities  Certificate  presented or surrendered for
registration  of transfer or exchange shall be duly endorsed,  or be accompanied
by a written  instrument  of transfer  in form  satisfactory  to the  Securities
Registrar duly executed by the Holder or such Holder's  attorney duly authorized
in writing and (i) if such Preferred Securities Certificate is being transferred
otherwise  than  to a  QIB,  accompanied  by a  certificate  of  the  transferee
substantially  in the  form  set  forth  as  Exhibit  E  hereto  or (ii) if such
Preferred Securities Certificate is being transferred to a QIB, accompanied by a
certificate of the transferor  substantially  in the form set forth as Exhibit F
hereto.

      (e) No service  charge shall be made for any  registration  of transfer or
exchange of  Preferred  Securities  Certificates,  but the  Property  Trustee on
behalf of the Trust may require  payment of a sum sufficient to cover any tax or
governmental  charge  that may be imposed in  connection  with any  transfer  or
exchange of Preferred Securities Certificates.

      (f) The  Administrative  Trustees shall  designate an office or offices or
agency or agencies where Preferred  Securities  Certificates  may be surrendered
for registration of transfer or exchange,  and initially designate the Corporate
Trust  Office as its office and agency  for such  purposes.  The  Administrative
Trustees shall give prompt written notice to the Depositor, the Property Trustee
and to the Holders of any change in the location of any such office or agency.

      SECTION 5.8. Mutilated, Destroyed, Lost or Stolen Securities Certificates.

      (a) If any mutilated  Securities  Certificate  shall be surrendered to the
Securities Registrar together with such security or indemnity as may be required
by the Securities Registrar and the Administrative Trustees to save each of them
harmless,  the  Administrative  Trustees,  or any one of them,  on behalf of the
Trust,  shall  execute and make  available  for  delivery  and,  with respect to
Preferred  Securities,  the Property  Trustee  shall  authenticate,  in exchange
therefor a new Securities Certificate of like class, tenor and denomination.

      (b) If the Securities Registrar shall receive evidence to its satisfaction
of the destruction,  loss or theft of any Securities Certificate and 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 Securities  Certificate  shall have been
acquired by a protected purchaser,  the Administrative  Trustees,  or any one of
them,  on behalf of the Trust,  shall  execute and make  available for delivery,
and,  with  respect  to  Preferred   Securities,   the  Property  Trustee  shall
authenticate,  in exchange for or in lieu of any such destroyed,  lost or stolen
Securities  Certificate,  a new Securities  Certificate of like class, tenor and
denomination.

      (c) In  connection  with the  issuance of any new  Securities  Certificate
under this Section 5.8, 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.


                                       28
<PAGE>

      (d) Any duplicate  Securities  Certificate issued pursuant to this Section
5.8 shall constitute  conclusive evidence of an undivided beneficial interest in
the assets of the Trust corresponding to that evidenced by the mutilated,  lost,
stolen or destroyed Securities Certificate,  as if originally issued, whether or
not the lost, stolen or destroyed  Securities  Certificate shall be found at any
time.

      (e)  If  any  such  mutilated,   destroyed,   lost  or  stolen  Securities
Certificate  has become or is about to become due and payable,  the Depositor in
its  discretion  may,  instead of issuing a new Trust  Security,  pay such Trust
Security.

      (f) The  provisions of this Section 5.8 are  exclusive and shall  preclude
(to the  extent  lawful)  all other  rights  and  remedies  with  respect to the
replacement of mutilated, destroyed, lost or stolen Securities Certificates.

      SECTION 5.9. Persons Deemed Holders.

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

      SECTION 5.10. Cancellation.

      All Preferred  Securities  Certificates  surrendered  for  registration of
transfer or exchange or for payment  shall,  if  surrendered to any Person other
than the Property Trustee,  be delivered to the Property  Trustee,  and any such
Preferred  Securities   Certificates  and  Preferred   Securities   Certificates
surrendered  directly  to the  Property  Trustee for any such  purpose  shall be
promptly canceled by it. The Administrative  Trustees may at any time deliver to
the Property  Trustee for  cancellation  any Preferred  Securities  Certificates
previously  delivered  hereunder  that  the  Administrative  Trustees  may  have
acquired in any manner whatsoever,  and all Preferred Securities Certificates so
delivered  shall be promptly  canceled by the  Property  Trustee.  No  Preferred
Securities  Certificates  shall  be  executed  and  delivered  in  lieu of or in
exchange for any Preferred Securities  Certificates canceled as provided in this
Section  5.10,  except as  expressly  permitted  by this  Trust  Agreement.  All
canceled Preferred Securities  Certificates shall be disposed of by the Property
Trustee in  accordance  with its customary  practices  and the Property  Trustee
shall deliver to the Administrative Trustees a certificate of such disposition.

      SECTION 5.11. Ownership of Common Securities by Depositor.

      (a) On the Closing Date, the Depositor shall acquire, and thereafter shall
retain,  beneficial and record ownership of the Common  Securities.  Neither the
Depositor nor any successor  Holder of the Common  Securities  may transfer less
than all the Common  Securities,  and the Depositor or any such successor Holder
may transfer the Common  Securities  only (i) in connection with a consolidation
or merger of the Depositor into another Person,  or any conveyance,  transfer or
lease by the Depositor of its properties and assets substantially as an entirety
to any Person (in which event such Common Securities will be transferred to such
surviving entity, transferee or lessee, as the case may be), pursuant to Section
8.1 of the


                                       29
<PAGE>

Indenture or (ii) to the  Depositor or an  Affiliate of the  Depositor,  in each
such case in compliance  with  applicable law (including the Securities Act, and
applicable  state securities and blue sky laws). To the fullest extent permitted
by law, any attempted  transfer of the Common Securities other than as set forth
in the immediately preceding sentence shall be void. The Administrative Trustees
shall  cause each  Common  Securities  Certificate  issued to the  Depositor  to
contain a legend stating  substantially  "THIS  CERTIFICATE IS NOT  TRANSFERABLE
EXCEPT  IN  COMPLIANCE  WITH  APPLICABLE  LAW  AND  SECTION  5.11  OF THE  TRUST
AGREEMENT."

      (b) Any Holder of the Common  Securities shall be liable for the debts and
obligations  of the Trust in the manner and to the extent set forth with respect
to the Depositor and agrees that it shall be subject to all liabilities to which
the Depositor may be subject and, prior to becoming such a Holder, shall deliver
to the Administrative  Trustees an instrument of assumption satisfactory to such
Trustees.

      SECTION 5.12. Restricted Legends.

      (a)  Each  Preferred   Security   Certificate   shall  bear  a  legend  in
substantially the following form:

      "[IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS PREFERRED SECURITY IS
      A GLOBAL SECURITY  WITHIN THE MEANING OF THE TRUST  AGREEMENT  HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY  TRUST COMPANY
      ("DTC") OR A NOMINEE OF DTC. THIS PREFERRED  SECURITY IS EXCHANGEABLE  FOR
      SECURITIES  REGISTERED  IN THE  NAME OF A  PERSON  OTHER  THAN  DTC OR ITS
      NOMINEE  ONLY  IN  THE  LIMITED  CIRCUMSTANCES   DESCRIBED  IN  THE  TRUST
      AGREEMENT,  AND NO  TRANSFER  OF THIS  PREFERRED  SECURITY  (OTHER  THAN A
      TRANSFER OF THIS PREFERRED  SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC
      OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED
      EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS  THIS   PREFERRED   SECURITY   IS   PRESENTED   BY  AN   AUTHORIZED
      REPRESENTATIVE  OF DTC TO  BLUEGREEN  STATUTORY  TRUST II OR ITS AGENT FOR
      REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY
      ISSUED IS  REGISTERED  IN THE NAME OF CEDE & CO. OR IN SUCH  OTHER NAME AS
      REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT HEREON
      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.]

      THE PREFERRED  SECURITIES  REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
      ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION


                                       30
<PAGE>

      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"), AND
      SUCH  PREFERRED  SECURITIES OR ANY INTEREST  THEREIN,  MAY NOT BE OFFERED,
      SOLD OR OTHERWISE  TRANSFERRED IN THE ABSENCE OF SUCH  REGISTRATION  OR AN
      APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY PREFERRED SECURITIES
      IS HEREBY  NOTIFIED  THAT THE SELLER OF THE  PREFERRED  SECURITIES  MAY BE
      RELYING  ON  THE  EXEMPTION  FROM  THE  PROVISIONS  OF  SECTION  5 OF  THE
      SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

      THE HOLDER OF THE PREFERRED  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE
      AGREES  FOR THE  BENEFIT  OF THE  TRUST  AND THE  DEPOSITOR  THAT (A) SUCH
      PREFERRED SECURITIES MAY BE OFFERED,  RESOLD OR OTHERWISE TRANSFERRED ONLY
      (I) TO THE TRUST, (II) TO A PERSON WHOM THE SELLER REASONABLY  BELIEVES IS
      A  "QUALIFIED  INSTITUTIONAL  BUYER"  (AS  DEFINED  IN RULE 144A UNDER THE
      SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR
      (III) TO AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  WITHIN THE  MEANING OF
      SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
      THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF
      AN "ACCREDITED  INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2),
      (3) OR (7) OF RULE 501, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR
      FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
      SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE  SECURITIES
      LAWS  OF  ANY  STATE  OF  THE  UNITED  STATES  OR  ANY  OTHER   APPLICABLE
      JURISDICTION AND, IN THE CASE OF (III),  SUBJECT TO THE RIGHT OF THE TRUST
      AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL  ADDRESSING  COMPLIANCE
      WITH THE U.S. SECURITIES LAWS, AND OTHER INFORMATION  SATISFACTORY TO EACH
      OF THEM AND (B) THE HOLDER  WILL  NOTIFY ANY  PURCHASER  OF ANY  PREFERRED
      SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

      THE PREFERRED  SECURITIES  WILL BE ISSUED AND MAY BE  TRANSFERRED  ONLY IN
      BLOCKS HAVING AN AGGREGATE  LIQUIDATION  AMOUNT OF NOT LESS THAN $100,000.
      TO THE  FULLEST  EXTENT  PERMITTED  BY  LAW,  ANY  ATTEMPTED  TRANSFER  OF
      PREFERRED  SECURITIES,  OR ANY  INTEREST  THEREIN,  IN A BLOCK  HAVING  AN
      AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000
      IN  EXCESS  THEREOF  SHALL BE  DEEMED  TO BE VOID  AND OF NO LEGAL  EFFECT
      WHATSOEVER.  TO THE FULLEST  EXTENT  PERMITTED BY LAW, ANY SUCH  PURPORTED
      TRANSFEREE  SHALL  BE  DEEMED  NOT  TO BE THE  HOLDER  OF  SUCH  PREFERRED
      SECURITIES FOR ANY PURPOSE,  INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
      LIQUIDATION  AMOUNT OF OR DISTRIBUTIONS ON SUCH PREFERRED  SECURITIES,  OR
      ANY INTEREST


                                       31
<PAGE>

      THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
      WHATSOEVER IN SUCH PREFERRED SECURITIES.

      THE HOLDER OF THIS SECURITY,  OR ANY INTEREST  THEREIN,  BY ITS ACCEPTANCE
      HEREOF OR THEREOF ALSO AGREES,  REPRESENTS  AND WARRANTS THAT IT IS NOT AN
      EMPLOYEE  BENEFIT,   INDIVIDUAL   RETIREMENT  ACCOUNT  OR  OTHER  PLAN  OR
      ARRANGEMENT  SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
      CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"),  OR AN ENTITY WHOSE
      UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
      IN THE  ENTITY,  AND NO PERSON  INVESTING  "PLAN  ASSETS"  OF ANY PLAN MAY
      ACQUIRE OR HOLD THIS PREFERRED  SECURITY OR ANY INTEREST  THEREIN,  UNLESS
      SUCH  PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE  RELIEF  AVAILABLE
      UNDER U.S.  DEPARTMENT OF LABOR  PROHIBITED  TRANSACTION  CLASS  EXEMPTION
      96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE  EXEMPTION OR ITS
      PURCHASE AND HOLDING OF THIS  SECURITY,  OR ANY INTEREST  THEREIN,  IS NOT
      PROHIBITED  BY  SECTION  406 OF ERISA  OR  SECTION  4975 OF THE CODE  WITH
      RESPECT  TO SUCH  PURCHASE  OR  HOLDING.  ANY  PURCHASER  OR HOLDER OF THE
      PREFERRED  SECURITIES  OR ANY  INTEREST  THEREIN  WILL BE  DEEMED  TO HAVE
      REPRESENTED BY ITS PURCHASE AND HOLDING  THEREOF THAT EITHER (i) IT IS NOT
      AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A
      PLAN TO WHICH SECTION 4975 OF THE CODE IS  APPLICABLE,  A TRUSTEE OR OTHER
      PERSON ACTING ON BEHALF OF AN EMPLOYEE  BENEFIT PLAN OR PLAN, OR ANY OTHER
      PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE  BENEFIT PLAN OR PLAN TO
      FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN
      A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
      CODE  FOR  WHICH  THERE  IS  NO  APPLICABLE  STATUTORY  OR  ADMINISTRATIVE
      EXEMPTION.

      (b) The  above  legend  shall  not be  removed  from any of the  Preferred
Securities  Certificates  unless there is delivered to the Property  Trustee and
the Depositor satisfactory evidence, which may include an opinion of counsel, as
may be reasonably  required to ensure that any future  transfers  thereof may be
made without  restriction  under the  provisions of the Securities Act and other
applicable law. Upon provision of such satisfactory evidence, one or more of the
Administrative  Trustees on behalf of the Trust shall execute and deliver to the
Property Trustee,  and the Property Trustee shall  authenticate and deliver,  at
the  written  direction  of  the  Administrative  Trustees  and  the  Depositor,
Preferred Securities Certificates that do not bear the legend.


                                       32
<PAGE>

      SECTION 5.13. Form of Certificate of Authentication.

      The  Property  Trustee's   certificate  of  authentication   shall  be  in
substantially the following form:

      This represents  Preferred  Securities referred to in the within-mentioned
      Trust Agreement.

Dated:                               Wilmington Trust Company, not in its
                                     individual capacity, but solely as Property
                                     Trustee


                                     By:
                                          ---------------------------------
                                          Authorized officer

                                   ARTICLE VI.

                        MEETINGS; VOTING; ACTS OF HOLDERS

      SECTION 6.1. Notice of Meetings.

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

      SECTION 6.2. Meetings of Holders of the Preferred Securities.

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

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

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


                                       33
<PAGE>

      SECTION 6.3. Voting Rights.

      Holders  shall be  entitled  to one vote for each  $10,000 of  Liquidation
Amount  represented  by their  Outstanding  Trust  Securities  in respect of any
matter as to which such Holders are entitled to vote.

      SECTION 6.4. Proxies, Etc.

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

      SECTION 6.5. Holder Action by Written Consent.

      Any action that may be taken by Holders at a meeting may be taken  without
a meeting and  without  prior  notice if Holders  holding at least a Majority in
Liquidation  Amount of all Preferred  Securities  entitled to vote in respect of
such action (or such lesser or greater  proportion  thereof as shall be required
by any other provision of this Trust  Agreement)  shall consent to the action in
writing;  provided,  that  notice of such  action is  promptly  provided  to the
Holders of Preferred  Securities that did not consent to such action. Any action
that may be taken  by the  Holders  of all the  Common  Securities  may be taken
without a meeting and without  prior notice if such Holders shall consent to the
action in writing.

      SECTION 6.6. Record Date for Voting and Other Purposes.

      Except as provided in Section 6.10(a), for the purposes of determining the
Holders  who are  entitled  to notice of and to vote at any meeting or to act by
written  consent,  or to participate in any distribution on the Trust Securities
in respect of which a record date is not  otherwise  provided  for in this Trust
Agreement,  or for the purpose of any other action, the Administrative  Trustees
may from time to time fix a date,  not more than  ninety  (90) days prior to the
date of any meeting of Holders or the payment of a Distribution or other action,
as the case may be, as a record date for the  determination  of the  identity of
the Holders of record for such purposes.

      SECTION 6.7. Acts of Holders.

      (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 Holders may


                                       34
<PAGE>

be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent thereof duly  appointed in
writing;  and, except as otherwise  expressly provided herein, such action shall
become  effective  when such  instrument  or  instruments  are  delivered  to an
Administrative  Trustee. Such instrument or instruments (and the action embodied
therein and evidenced  thereby) are herein sometimes referred to as the "Act" of
the Holders signing such  instrument or  instruments.  Proof of execution of any
such  instrument or of a writing  appointing  any such agent shall be sufficient
for any purpose of this Trust Agreement and conclusive in favor of the Trustees,
if made in the manner provided in this Section 6.7.

      (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  such  signer's
individual  capacity,  such  certificate  or  affidavit  shall  also  constitute
sufficient proof of such signer's authority.  The fact and date of the execution
of any such instrument or writing,  or the authority of the Person executing the
same, may also be proved in any other manner that any Trustee receiving the same
deems sufficient.

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

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Trust  Security shall bind every future Holder
of the same Trust  Security and the Holder of every Trust  Security  issued upon
the registration of transfer thereof or in exchange  therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustees, the
Administrative  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 Holder entitled  hereunder to take
any action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or by
one or more  duly  appointed  agents  each of which may do so  pursuant  to such
appointment with regard to all or any part of such Liquidation Amount.

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

      SECTION 6.8. Inspection of Records.

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


                                       35
<PAGE>

      SECTION 6.9. Limitations on Voting Rights.

      (a)  Except as  expressly  provided  in this  Trust  Agreement  and in the
Indenture  and as otherwise  required by law, no Holder of 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  Securities  Certificates,  be construed so as to constitute  the Holders
from time to time as partners or members of an association.

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

      (c) If any proposed  amendment to the Trust Agreement provides for, or the
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 will be  entitled to vote on such
amendment  or proposal  and such  amendment  or proposal  shall not be effective
except with the  approval  of the Holders of at least a Majority in  Liquidation
Amount of the Preferred Securities.  Notwithstanding any other provision of this
Trust  Agreement,  no  amendment  to this Trust  Agreement  may be made if, as a
result  of  such  amendment,  it  would  cause  the  Trust  to be  taxable  as a
corporation  or  classified  as other  than a grantor  trust for  United  States
federal income tax purposes.

      SECTION 6.10. Acceleration of Maturity;  Rescission of Annulment;  Waivers
of Past Defaults.

      (a) For so long as any Preferred Securities remain Outstanding, if, upon a
Note Event of Default,  the Note  Trustee  fails or the holders of not less than
twenty five percent (25%) in principal  amount of the outstanding  Notes fail to
declare the principal of all of the Notes to be


                                       36
<PAGE>

immediately due and payable,  the Holders of at least twenty-five  percent (25%)
in Liquidation  Amount of the Preferred  Securities then Outstanding  shall have
the  right to make  such  declaration  by a notice in  writing  to the  Property
Trustee,  the Depositor and the Note Trustee. At any time after a declaration of
acceleration  with  respect to the Notes has been made and before a judgment  or
decree for  payment of the money due has been  obtained  by the Note  Trustee as
provided in the  Indenture,  the  Holders of at least a Majority in  Liquidation
Amount of the Preferred  Securities,  by written notice to the Property Trustee,
the Depositor and the Note Trustee,  may rescind and annul such  declaration and
its consequences if:

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

                  (A) all overdue installments of interest on all of the Notes;

                  (B) any accrued Additional Interest on all of the Notes;

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

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

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

      Upon receipt by the Property Trustee of written notice  requesting such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Preferred Securities, a record date shall be established for determining Holders
of  Outstanding  Preferred  Securities  entitled to join in such  notice,  which
record date shall be at the close of business  on the day the  Property  Trustee
receives such notice.  The Holders on such record date, or their duly designated
proxies,  and only  such  Persons,  shall be  entitled  to join in such  notice,
whether or not such Holders  remain  Holders  after such record date;  provided,
that, unless such declaration of acceleration,  or rescission and annulment,  as
the  case may be,  shall  have  become  effective  by  virtue  of the  requisite
percentage  having  joined in such  notice  prior to the day that is ninety (90)
days after such record date,  such notice of  declaration  of  acceleration,  or
rescission and annulment,  as the case may be, shall  automatically  and without
further  action by any Holder be canceled and of no further  effect.  Nothing in
this  paragraph  shall  prevent a Holder,  or a proxy of a Holder,  from giving,
after  expiration  of such  ninety  (90)-day  period,  a new  written  notice of
declaration of acceleration,  or rescission and annulment  thereof,  as the case
may be, that is identical to a written notice that has been canceled pursuant to
the proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 6.10(a).

      (b) For so long as any Preferred  Securities  remain  Outstanding,  to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the  Indenture,  upon a Note Event of Default  specified in paragraph (a) or
(b) of Section 5.1 of the Indenture, any Holder of


                                       37
<PAGE>

Preferred  Securities  shall have the right to institute a  proceeding  directly
against the Depositor, pursuant to Section 5.8 of the Indenture, for enforcement
of payment to such Holder of any amounts  payable in respect of Notes  having an
aggregate  principal  amount equal to the  aggregate  Liquidation  Amount of the
Preferred Securities of such Holder.  Except as set forth in Section 6.10(a) and
this Section 6.10(b), the Holders of Preferred Securities shall have no right to
exercise directly any right or remedy available to the holders of, or in respect
of, the Notes.

      (c)  Notwithstanding  paragraphs  (a) and (b) of this  Section  6.10,  the
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
may, on behalf of the Holders of all the  Preferred  Securities,  waive any Note
Event of Default,  except any Note Event of Default  arising from the failure to
pay any  principal  of or  premium,  if  any,  or  interest  on  (including  any
Additional Interest) the Notes (unless such Note Event of Default has been cured
and a sum  sufficient  to pay  all  matured  installments  of  interest  and all
principal and premium,  if any, on all Notes due otherwise than by  acceleration
has been  deposited with the Note Trustee) or a Note Event of Default in respect
of a covenant  or  provision  that under the  Indenture  cannot be  modified  or
amended  without the consent of the holder of each  outstanding  Note.  Upon any
such waiver,  such Note Event of Default shall cease to exist and any Note Event
of  Default  arising  therefrom  shall be deemed  to have  been  cured for every
purpose of the Indenture;  but no such waiver shall affect any  subsequent  Note
Event of Default or impair any right consequent thereon.

      (d)  Notwithstanding  paragraphs  (a) and (b) of this  Section  6.10,  the
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
may, on behalf of the Holders of all the  Preferred  Securities,  waive any past
Event of  Default  and its  consequences.  Upon such  waiver,  any such Event of
Default shall cease to exist,  and any Event of Default arising  therefrom shall
be deemed to have been cured, for every purpose of this Trust Agreement,  but no
such waiver shall extend to any  subsequent  or other Event of Default or impair
any right consequent thereon.

      (e) The  Holders  of a Majority  in  Liquidation  Amount of the  Preferred
Securities  shall  have the  right to  direct  the  time,  method  and  place of
conducting any proceeding  for any remedy  available to the Property  Trustee in
respect of this Trust  Agreement or the Notes or  exercising  any trust or power
conferred upon the Property Trustee under this Trust Agreement;  provided, that,
subject to Sections 8.5 and 8.7, the  Property  Trustee  shall have the right to
decline to follow any such  direction if the Property  Trustee  being advised by
counsel  determines that the action so directed may not lawfully be taken, or if
the  Property  Trustee in good faith  shall,  by an officer or  officers  of the
Property Trustee, determine that the proceedings so directed would be illegal or
involve  it in  personal  liability  or be unduly  prejudicial  to the rights of
Holders not party to such direction, and provided, further, that nothing in this
Trust  Agreement  shall  impair  the right of the  Property  Trustee to take any
action deemed proper by the Property Trustee and which is not inconsistent  with
such direction.


                                       38
<PAGE>

                                  ARTICLE VII.

                         REPRESENTATIONS AND WARRANTIES

      SECTION 7.1.  Representations  and Warranties of the Property  Trustee and
the Delaware Trustee.

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

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

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

      (c) the Delaware Trustee is a Delaware banking corporation, duly organized
with trust powers,  validly  existing and in good standing under the laws of the
State of  Delaware  and with its  principal  place of  business  in the State of
Delaware;

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

      (e) this Trust Agreement has been duly authorized,  executed and delivered
by the Property  Trustee and the  Delaware  Trustee and  constitutes  the legal,
valid and binding  agreement  of each of the  Property  Trustee and the Delaware
Trustee enforceable  against each of them in accordance with its terms,  subject
to  applicable  bankruptcy,  insolvency  and similar laws  affecting  creditors'
rights  generally and to general  principles of equity and the discretion of the
court (regardless of whether considered in a proceeding in equity or at law);

      (f) the execution,  delivery and  performance of this Trust Agreement have
been duly  authorized by all necessary  corporate or other action on the part of
the Property Trustee and the Delaware Trustee and do not require any approval of
stockholders  of  the  Property  Trustee  and  the  Delaware  Trustee  and  such
execution,  delivery and performance will not (i) violate the Charter or By-laws
of the Property  Trustee or the Delaware  Trustee or (ii) violate any applicable
law,  governmental  rule or  regulation  of the  United  States  or the State of
Delaware,  as the case may be,  governing  the banking  and trust  powers of the
Property  Trustee  or the  Delaware  Trustee or any  order,  judgment  or decree
applicable to the Property Trustee or the Delaware Trustee;

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


                                       39
<PAGE>

the State of Delaware  governing  the banking and trust  powers of the  Property
Trustee or the Delaware Trustee, as the case may be; and

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

      SECTION 7.2. Representations and Warranties of Depositor.

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

      (a) the Depositor is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation;

      (b) the Depositor 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 Depositor and constitutes the legal,  valid and binding  agreement of the
Depositor  enforceable  against  the  Depositor  in  accordance  with its terms,
subject  to  applicable  bankruptcy,   insolvency  and  similar  laws  affecting
creditors' rights generally and to general principles of equity;

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

      (e) the execution,  delivery and  performance of this Trust Agreement have
been duly  authorized by all necessary  corporate or other action on the part of
the Depositor and do not require any approval of  stockholders  of the Depositor
and such execution,  delivery and performance  will not (i) violate the articles
or certificate of incorporation or by-laws (or other  organizational  documents)
of the  Depositor  or (ii)  violate any  applicable  law,  governmental  rule or
regulation  governing the  Depositor or any material  portion of its property or
any order,  judgment  or decree  applicable  to the  Depositor  or any  material
portion of its property;

      (f) neither the  authorization,  execution or delivery by the Depositor of
this Trust  Agreement nor the  consummation  of any of the  transactions  by the
Depositor contemplated herein requires the consent or approval of, the giving of
notice to, the registration  with or the taking of any other action with respect
to any  governmental  authority or agency under any existing law  governing  the
Depositor or any material portion of its property; and


                                       40
<PAGE>

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

                                  ARTICLE VIII.

                                  THE TRUSTEES

      SECTION 8.1. Number of Trustees.

      The number of  Trustees  shall be four (4),  provided,  that the  Property
Trustee  and the  Delaware  Trustee  may be the same  Person,  in which case the
number of Trustees  shall be three (3).  The number of Trustees may be increased
or decreased by Act of the Holder of the Common  Securities  subject to Sections
8.2,  8.3, and 8.4. The death,  resignation,  retirement,  removal,  bankruptcy,
incompetence  or incapacity to perform the duties of a Trustee shall not operate
to annul, dissolve or terminate the Trust.

      SECTION 8.2. Property Trustee Required.

      There shall at all times be a Property  Trustee  hereunder with respect to
the Trust Securities.  The Property Trustee shall be a corporation organized and
doing  business  under the laws of the  United  States or of any state  thereof,
authorized to exercise  corporate  trust powers,  having a combined  capital and
surplus of at least fifty million dollars ($50,000,000),  subject to supervision
or  examination  by federal or state  authority  and having an office within the
United  States.  If any such  Person  publishes  reports of  condition  at least
annually  pursuant to law or to the requirements of its supervising or examining
authority,  then for the purposes of this Section 8.2, 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  shall  cease  to be  eligible  in  accordance  with  the
provisions  of this Section 8.2, it shall resign  immediately  in the manner and
with the effect hereinafter specified in this Article VIII.

      SECTION 8.3. Delaware Trustee Required.

      (a) If required by the Delaware  Statutory  Trust Act,  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  that  has its
principal  place of  business  in the  State of  Delaware,  otherwise  meets the
requirements  of  applicable  Delaware  law and  shall act  through  one or more
persons  authorized  to bind such entity.  If at any time the  Delaware  Trustee
shall cease to be eligible in  accordance  with the  provisions  of this Section
8.3, it shall resign  immediately in the manner and with the effect  hereinafter
specified in this Article VIII.

      (b) 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


                                       41
<PAGE>

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  Statutory Trust Act and for taking
such  actions  as are  required  to be taken by a  Delaware  trustee  under  the
Delaware   Statutory  Trust  Act.  The  duties  (including   fiduciary  duties),
liabilities  and  obligations  of the Delaware  Trustee  shall be limited to (a)
accepting legal process served on the Trust in the State of Delaware and (b) the
execution of any  certificates  required to be filed with the Secretary of State
of the State of Delaware that the Delaware  Trustee is required to execute under
Section  3811 of the  Delaware  Statutory  Trust Act and there shall be no other
duties (including  fiduciary duties) or obligations,  express or implied, at law
or in equity, of the Delaware Trustee.

      SECTION 8.4. Appointment of Administrative Trustees.

      (a)  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. Each of the individuals identified as an "Administrative Trustee" in the
preamble of this Trust Agreement hereby accepts his or her appointment as such.

      (b)  Except  where a  requirement  for  action  by a  specific  number  of
Administrative Trustees is expressly set forth in this Trust Agreement,  any act
required  or  permitted  to be taken  by,  and any  power of the  Administrative
Trustees  may  be   exercised   by,  or  with  the  consent  of,  any  one  such
Administrative  Trustee.  Whenever  a vacancy  in the  number of  Administrative
Trustees  shall  occur,  until such vacancy is filled by the  appointment  of an
Administrative  Trustee in  accordance  with Section  8.11,  the  Administrative
Trustees in office,  regardless of their number (and  notwithstanding  any other
provision  of this Trust  Agreement),  shall have all the powers  granted to the
Administrative  Trustees  and shall  discharge  all the duties  imposed upon the
Administrative Trustees by this Trust Agreement.

      SECTION 8.5. Duties and Responsibilities of the Trustees.

      (a) The rights,  immunities,  duties and  responsibilities of the Trustees
shall be as provided by this Trust  Agreement and there shall be no other duties
(including  fiduciary duties) or obligations,  express or implied,  at law or in
equity, of the Trustees; provided, however, that if an Event of Default known to
the Property Trustee has occurred and is continuing, the Property Trustee shall,
prior to the  receipt  of  directions,  if any,  from the  Holders of at least a
Majority in Liquidation Amount of the Preferred Securities, exercise such of the
rights and powers vested in it by this Trust Agreement,  and use the same degree
of care and skill in its  exercise,  as a prudent  person would  exercise or use
under  the   circumstances   in  the  conduct  of  such  person's  own  affairs.
Notwithstanding  the  foregoing,  no  provision  of this Trust  Agreement  shall
require any of the Trustees to expend or risk its own funds or  otherwise  incur
any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its or their  rights or powers,  if it or they shall have
reasonable  grounds  for  believing  that  repayment  of such funds or  adequate
indemnity  against  such risk or  liability  is not  reasonably  assured  to it.
Whether or not herein  expressly  so  provided,  every  provision  of this Trust
Agreement  relating to the conduct or  affecting  the  liability of or affording
protection  to the Trustees  shall be subject to the  provisions of this Section
8.5.  To the  extent  that,  at law or in  equity,  a  Trustee  has  duties  and
liabilities


                                       42
<PAGE>

relating to the Trust or to the Holders, such Trustee shall not be liable to the
Trust or to any Holder 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 Trustees otherwise existing
at law or in equity, are agreed by the Depositor and the Holders to replace such
other duties and liabilities of the Trustees.

      (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust  Securities  shall be made only from the revenue and proceeds  from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust  Property to enable the Property  Trustee or a Paying
Agent to make payments in accordance with the terms hereof.  Each Holder, by its
acceptance of a Trust  Security,  agrees that it will look solely to the revenue
and  proceeds  from the Trust  Property  to the  extent  legally  available  for
distribution  to it as herein  provided and that the Trustees are not personally
liable to it for any amount  distributable  in respect of any Trust  Security or
for any other  liability in respect of any Trust  Security.  This Section 8.5(b)
does not limit the liability of the Trustees  expressly  set forth  elsewhere in
this Trust Agreement.

      (c) No  provisions of this Trust  Agreement  shall be construed to relieve
the Property  Trustee from liability with respect to matters that are within the
authority  of the  Property  Trustee  under  this  Trust  Agreement  for its own
negligent action, negligent failure to act or willful misconduct, except that:

            (i) the  Property  Trustee  shall  not be  liable  for any  error or
      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  Preferred  Securities  relating  to the time,  method and place of
      conducting any proceeding for any remedy available to the Property Trustee
      hereunder  or  under  the  Indenture,  or  exercising  any  trust or power
      conferred upon the Property Trustee under this Trust Agreement;

            (iii) the Property  Trustee's sole duty with respect to the custody,
      safe  keeping  and  physical  preservation  of the Notes  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;

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

            (v) the Property Trustee shall not be responsible for monitoring the
      compliance  by the  Administrative  Trustees or the  Depositor  with their
      respective duties


                                       43
<PAGE>

      under this Trust  Agreement,  nor shall the Property Trustee be liable for
      the default or misconduct of any other Trustee or the Depositor.

      SECTION 8.6. Notices of Defaults and Extensions.

      (a) Within  ninety (90) days after the  occurrence  of a default  actually
known to the Property  Trustee,  the Property  Trustee shall transmit  notice of
such  default to the Holders,  the  Administrative  Trustees and the  Depositor,
unless such default shall have been cured or waived;  provided,  that, except in
the case of a default  in the  payment  of the  principal  of or any  premium or
interest (including any Additional Interest) on any Trust Security, the Property
Trustee shall be fully  protected in  withholding  such notice if and so long as
the  board  of  directors,  the  executive  committee  or a trust  committee  of
directors  and/or  Responsible  Officers of the  Property  Trustee in good faith
determines  that the  withholding  of such  notice  is in the  interests  of the
Holders of the Trust  Securities.  For the purpose of this Section 8.6, the term
"default"  means  any event  that is,  or after  notice or lapse of time or both
would become, an Event of Default.

      (b) RESERVED.

      (c) The  Property  Trustee  shall not be deemed to have  knowledge  of any
default or Event of Default  unless the  Property  Trustee  shall have  received
written  notice thereof from the Depositor,  any  Administrative  Trustee or any
Holder or unless a  Responsible  Officer  of the  Property  Trustee  shall  have
obtained actual knowledge of such default or Event of Default.

      (d) The  Property  Trustee  shall  notify  all  Holders  of the  Preferred
Securities of any notice of default received with respect to the Notes.

      SECTION 8.7. Certain Rights of Property Trustee.

      Subject to the provisions of Section 8.5:

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

      (b) if (i) in  performing  its  duties  under  this  Trust  Agreement  the
Property  Trustee is required to decide between  alternative  courses of action,
(ii) in construing  any of the  provisions of this Trust  Agreement the Property
Trustee finds a provision  ambiguous or inconsistent  with any other  provisions
contained  herein or (iii) the Property  Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Holders of the Preferred  Securities are entitled to vote under the terms of
this  Trust  Agreement,  the  Property  Trustee  shall  deliver  a notice to the
Depositor  requesting the  Depositor's  written  instruction 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,  that if the
Property Trustee does not receive such


                                       44
<PAGE>

instructions  of the  Depositor  within  ten  (10)  Business  Days  after it has
delivered  such notice or such  reasonably  shorter  period of time set forth in
such notice,  the Property Trustee may, but shall be under no duty to, take such
action,  or refrain from taking such action,  as the Property Trustee shall deem
advisable and in the best interests of the Holders,  in which event the Property
Trustee  shall have no  liability  except for its own  negligence,  bad faith or
willful misconduct;

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

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

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

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

      (g) the Property  Trustee  shall be under no obligation to exercise any of
the rights or powers  vested in it by this  Trust  Agreement  at the  request or
direction of any of the Holders  pursuant to this Trust  Agreement,  unless such
Holders  shall have  offered to the  Property  Trustee  reasonable  security  or
indemnity against the costs,  expenses (including reasonable attorneys' fees and
expenses) and  liabilities  that might be incurred by it in compliance with such
request or direction,  including  reasonable advances as may be requested by the
Property Trustee;

      (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,  direction,  consent,  order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document,  unless  requested in writing to do so by one or more Holders,  but
the Property  Trustee may make such further inquiry or  investigation  into such
facts or matters as it may see fit, and, if the Property Trustee shall determine
to make such  inquiry or  investigation,  it shall be  entitled  to examine  the
books,  records and premises of the Depositor as may  reasonably  relate to such
facts or matters, personally or by agent or attorney;

      (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,
attorneys,  custodians  or  nominees  and  the  Property  Trustee  shall  not be
responsible  for any  negligence  or  misconduct  on the part of any such agent,
attorney, custodian or nominee appointed with due care by it hereunder;


                                       45
<PAGE>

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

      (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;

      (l)  without  prejudice  to any other  rights  available  to the  Property
Trustee under  applicable  law,  when the Property  Trustee  incurs  expenses or
renders services in connection with a Bankruptcy Event, such expenses (including
legal fees and expenses of its agents and counsel) and the compensation for such
services  are  intended  to  constitute  expenses  of  administration  under any
bankruptcy law or law relating to creditors rights generally; and

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

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

      SECTION 8.8. Delegation of Power.

      Any Trustee may, by power of attorney or otherwise,  delegate to any other
Person  its,  his or her  power  for the  purpose  of  executing  any  documents
contemplated in Section 2.5. The 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 Trustees or otherwise as the Trustees may deem  expedient,  to the extent
such  delegation  is  not  prohibited  by  applicable  law  or  contrary  to the
provisions of this Trust Agreement.

      SECTION 8.9. 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 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.


                                       46
<PAGE>

      SECTION 8.10. Compensation; Reimbursement; Indemnity.

      The Depositor agrees:

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

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

      (c) to the fullest  extent  permitted by applicable  law, to indemnify and
hold harmless (i) each Trustee (including in its individual capacity),  (ii) any
Affiliate of any Trustee, (iii) any officer,  director,  shareholder,  employee,
representative  or agent of any Trustee or any Affiliate of any Trustee and (iv)
any  employee  or agent of the Trust  (referred  to  herein  as an  "Indemnified
Person") from and against any loss, damage,  liability,  tax (other than income,
franchise or other taxes imposed on amounts paid pursuant to Section  8.10(a) or
(b) hereof), penalty, expense or claim of any kind or nature whatsoever incurred
without negligence,  bad faith or willful misconduct on its part, arising out of
or in connection with the acceptance or  administration  of the Trust hereunder,
including the advancement of funds to cover the reasonable 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.

      The Trust shall have no payment, reimbursement or indemnity obligations to
the Trustees  under this Section 8.10. The provisions of this Section 8.10 shall
survive the  termination  of this Trust  Agreement  and the  earlier  removal or
resignation of any Trustee.

      No  Trustee  may claim any Lien on any Trust  Property  whether  before or
after  termination  of the Trust as a result of any amount due  pursuant to this
Section 8.10.

      To the fullest extent  permitted by law, in no event shall the Trustees be
liable for any indirect,  special,  punitive or consequential  loss or damage of
any kind whatsoever,  including,  but not limited to, lost profits,  even if the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.

      In no event  shall the  Trustees be liable for any failure or delay in the
performance of their obligations hereunder because of circumstances beyond their
control,  including,  but not  limited  to,  acts of God,  flood,  war  (whether
declared or undeclared),  terrorism,  fire, riot,  embargo,  government  action,
including any laws,  ordinances,  regulations,  governmental  action or the like
which delay,  restrict or prohibit the providing of the services contemplated by
this Trust Agreement.


                                       47
<PAGE>

      SECTION 8.11. Resignation and Removal; Appointment of Successor.

      (a) No  resignation  or removal of any  Trustee  and no  appointment  of a
successor Trustee pursuant to this Article VIII shall become effective until the
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of Section 8.12.

      (b) A Trustee may resign at any time by giving  written  notice thereof to
the Depositor and, in the case of the Property Trustee and the Delaware Trustee,
to the Holders.

      (c) Unless an Event of Default shall have occurred and be continuing,  the
Property Trustee or the Delaware Trustee,  or both of them, may be removed (with
or without cause) at any time by Act of the Holder of Common  Securities.  If an
Event of Default shall have occurred and be continuing,  the Property Trustee or
the Delaware Trustee, or both of them, may be removed (with or without cause) at
such time by Act of the Holders of at least a Majority in Liquidation  Amount of
the Preferred  Securities,  delivered to the removed  Trustee (in its individual
capacity and on behalf of the Trust). An  Administrative  Trustee may be removed
(with or without  cause) only by Act of the Holder of the Common  Securities  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
reason,  at a  time  when  no  Event  of  Default  shall  have  occurred  and be
continuing,  the  Holder of the Common  Securities,  by Act of the Holder of the
Common Securities,  shall promptly appoint a successor Trustee or Trustees,  and
such successor Trustee and the retiring Trustee shall comply with the applicable
requirements  of Section 8.12. 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 an
Event of Default  shall have  occurred  and be  continuing,  the  Holders of the
Preferred Securities,  by Act of the Holders of a Majority in Liquidation Amount
of the Preferred Securities, shall promptly appoint a successor Property Trustee
or Delaware Trustee, and such successor Property Trustee or Delaware Trustee and
the  retiring  Property  Trustee  or  Delaware  Trustee  shall  comply  with the
applicable  requirements  of Section  8.12. If an  Administrative  Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at a
time when an Event of Default shall have occurred and be continuing,  the Holder
of the  Common  Securities  by Act of the  Holder  of  Common  Securities  shall
promptly  appoint  a  successor   Administrative   Trustee  and  such  successor
Administrative Trustee and the retiring Administrative Trustee shall comply with
the applicable  requirements of Section 8.12. If no successor Trustee shall have
been so  appointed  by the  Holder of the  Common  Securities  or Holders of the
Preferred Securities, as the case may be, and accepted appointment in the manner
required by Section 8.12 within thirty (30) days after the giving of a notice of
resignation  by a  Trustee,  the  removal of a  Trustee,  or a Trustee  becoming
incapable  of  acting  as such  Trustee,  any  Holder  who has been a Holder  of
Preferred  Securities  for at least six (6) months may, on behalf of himself and
all others similarly  situated,  and any resigning Trustee may, in each case, at
the expense of the Depositor,  petition any court of competent  jurisdiction for
the appointment of a successor Trustee.

      (e) The Depositor  shall give notice of each  resignation and each removal
of the  Property  Trustee or the  Delaware  Trustee  and each  appointment  of a
successor  Property  Trustee or  Delaware  Trustee to all  Holders in the manner
provided in Section 10.8. Each notice shall


                                       48
<PAGE>

include the name of the successor  Property  Trustee or Delaware 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  Holder of Common
Securities,  incompetent or  incapacitated,  the vacancy  created by such death,
incompetence  or  incapacity  may be  filled  by (i)  the  unanimous  act of the
remaining  Administrative  Trustees  if there  are at least  two of them or (ii)
otherwise  by the Holder of the Common  Securities  (with the  successor in each
case being a Person who satisfies the eligibility requirement for Administrative
Trustees or Delaware Trustee,  as the case may be, set forth in Sections 8.3 and
8.4).

      (g) Upon the appointment of a successor  Delaware Trustee,  such successor
Delaware  Trustee shall file a Certificate  of Amendment to the  Certificate  of
Trust in accordance with Section 3810 of the Delaware Statutory Trust Act.

      SECTION 8.12. Acceptance of Appointment by Successor.

      (a) In case of the  appointment  hereunder  of a successor  Trustee,  each
successor Trustee shall execute and deliver to the Depositor and to the retiring
Trustee  (if such  retiring  Trustee is the  Property  Trustee  or the  Delaware
Trustee) an instrument accepting such appointment, and thereupon the resignation
or  removal  of the  retiring  Trustee  shall  become  effective  and each  such
successor  Trustee,  without any further act, deed or  conveyance,  shall become
vested with all the rights,  powers,  trusts and duties of the retiring Trustee;
but, on request of the Trust or any  successor  Trustee  such  retiring  Trustee
shall,  upon payment of its charges,  duly assign,  transfer and deliver to such
successor  Trustee all Trust  Property,  all proceeds  thereof and money held by
such retiring  Trustee  hereunder  with respect to the Trust  Securities and the
Trust.

      (b) Upon request of any such successor Trustee, the Trust (or the retiring
Trustee if requested by the Depositor) shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in the preceding paragraph.

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

      SECTION 8.13. Merger, Conversion, Consolidation or Succession to Business.

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


                                       49
<PAGE>

      SECTION 8.14. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities  Certificates shall be
taken as the statements of the Trust and the Depositor,  and the Trustees do not
assume  any  responsibility   for  their  correctness.   The  Trustees  make  no
representations  as to the title to, or value or  condition  of, the property of
the Trust or any part  thereof,  nor as to the validity or  sufficiency  of this
Trust Agreement,  the Notes or the Trust  Securities.  The Trustees shall not be
accountable  for the use or  application by the Depositor of the proceeds of the
Notes. It is expressly  understood and agreed by the parties hereto that insofar
as any document,  agreement or certificate is executed on behalf of the Trust by
any  Trustee  (i) such  document,  agreement  or  certificate  is  executed  and
delivered by such Trustee,  not in its individual capacity but solely as Trustee
under this Trust Agreement in the exercise of the powers and authority conferred
and vested in it, (ii) each of the representations,  undertakings and agreements
made on the  part of the  Trust  is made and  intended  not as  representations,
warranties,  covenants,  undertakings  and  agreements  by  any  Trustee  in its
individual capacity but is made and intended for the purpose of binding only the
Trust and  (iii)  under no  circumstance  shall any  Trustee  in its  individual
capacity be personally liable for the payment of any indebtedness or expenses of
the  Trust  or  be  liable  for  the  breach  or  failure  of  any   obligation,
representation,  warranty or covenant made or undertaken by the Trust under this
Trust Agreement or any other document, agreement or certificate.

      SECTION 8.15. Property Trustee May File Proofs of Claim.

      (a) In case of any  Bankruptcy  Event (or event  that with the  passage of
time would become a Bankruptcy Event) relative to the Trust or any other obligor
upon the Trust  Securities or the property of the Trust or of such other obligor
or  their  creditors,   the  Property  Trustee   (irrespective  of  whether  any
Distributions  on the  Trust  Securities  shall  then  be due  and  payable  and
irrespective  of whether the Property  Trustee shall have made any demand on the
Trust for the  payment  of any past due  Distributions)  shall be  entitled  and
empowered,  to the fullest  extent  permitted  by law, by  intervention  in such
proceeding or otherwise:

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

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

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


                                       50
<PAGE>

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

      SECTION 8.16. Reports to and from the Property Trustee.

      (a) The Depositor  and the  Administrative  Trustees  shall deliver to the
Property  Trustee,  not later than forty five (45) days after the end of each of
the first three fiscal  quarters of the Depositor and not later than ninety (90)
days after the end of each fiscal year of the Depositor ending after the date of
this Trust  Agreement,  an Officers'  Certificate  covering the preceding fiscal
period,  stating  whether or not to the  knowledge  of the  signers  thereof the
Depositor,  the  Administrative  Trustees  or the  Trust are in  default  in the
performance or observance of any of the terms, provisions and conditions of this
Trust Agreement  (without regard to any period of grace or requirement of notice
provided  hereunder) and, if the Depositor,  the Administrative  Trustees or the
Trust  shall be in  default,  specifying  all such  defaults  and the nature and
status thereof of which they have knowledge.

      (b) The  Depositor  shall  furnish to (i) the Property  Trustee,  (ii) the
Purchaser,  (iii) any Owner of the Preferred Securities reasonably identified to
the  Depositor  or the Trust  (which  identification  may be made either by such
Owner or by the Placement Agent or Purchaser) and (iv) any designee of (i), (ii)
or (iii) above, a duly  completed and executed  certificate in the form attached
hereto as Exhibit G,  including  the  financial  statements  referenced  in such
Exhibit, which certificate and financial statements shall be so furnished by the
Depositor not later than forty five (45) days after the end of each of the first
three fiscal  quarters of each fiscal year of the  Depositor  and not later than
ninety  (90)  days  after  the end of each  fiscal  year of the  Depositor.  The
delivery  requirements under this Section 8.16(b) may be satisfied by compliance
with Section 7.3(b) of the Indenture.

      (c) The  Property  Trustee  shall  receive all reports,  certificates  and
information,  which  it is  entitled  to  obtain  under  each  of the  Operative
Documents, and deliver to (i) the Purchaser,  (ii) the Placement Agent and (iii)
a designee  of (i) or (ii)  above,  as  identified  in  writing to the  Property
Trustee,  copies of all such reports,  certificates or information promptly upon
receipt thereof.

                                   ARTICLE IX.

                       TERMINATION, LIQUIDATION AND MERGER

      SECTION 9.1. Dissolution Upon Expiration Date.

      Unless earlier dissolved,  the Trust shall automatically  dissolve on July
30, 2040 (the "Expiration  Date"), and the Trust Property shall be liquidated in
accordance with Section 9.4.


                                       51
<PAGE>

      SECTION 9.2. Early Termination.

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

      (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation  of, the  Depositor,  in its capacity as the Holder of the Common
Securities, unless the Depositor shall have transferred the Common Securities as
provided by Section  5.11, in which case this  provision  shall refer instead to
any such successor Holder of the Common Securities;

      (b) the written  direction to the Property  Trustee from the Holder of the
Common  Securities at any time to dissolve the Trust and, after  satisfaction of
any  liabilities  of the Trust as required by applicable  law, to distribute the
Notes to Holders in exchange for the Preferred  Securities  (which  direction is
optional  and  wholly  within  the  discretion  of  the  Holder  of  the  Common
Securities).

      (c) the redemption of all of the Preferred  Securities in connection  with
the payment at maturity or redemption of all the Notes; and

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

      SECTION 9.3. Termination.

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

      SECTION 9.4. Liquidation.

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

            (i) state the Liquidation Date;

            (ii)  state  that  from and after the  Liquidation  Date,  the Trust
      Securities  will no longer be deemed to be  Outstanding  and  (subject  to
      Section 9.4(d)) any Securities


                                       52
<PAGE>

      Certificates  not  surrendered  for exchange will be deemed to represent a
      Like Amount of Notes; and

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

      (b) Except where Section 9.2(c) or 9.4(d) applies,  in order to effect the
liquidation of the Trust and distribution of the Notes to Holders,  the Property
Trustee,  either itself acting as exchange agent or through the appointment of a
separate  exchange agent,  shall  establish a record date for such  distribution
(which shall not be more than forty-five (45) days prior to the Liquidation Date
nor  prior to the  date on  which  notice  of such  liquidation  is given to the
Holders) and establish  such  procedures as it shall deem  appropriate to effect
the   distribution  of  Notes  in  exchange  for  the   Outstanding   Securities
Certificates.

      (c) Except where Section 9.2(c) or 9.4(d)  applies,  after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding,  (ii)
certificates  representing  a Like  Amount of Notes will be issued to Holders of
Securities  Certificates,  upon surrender of such  Certificates  to the exchange
agent for exchange,  (iii) the Depositor  shall use its best efforts to have the
Notes  listed  on the  New  York  Stock  Exchange  or on  such  other  exchange,
interdealer  quotation  system  or  self-regulatory  organization  on which  the
Preferred  Securities are then listed, if any, (iv) Securities  Certificates not
so  surrendered  for exchange will be deemed to represent a Like Amount of Notes
bearing  accrued and unpaid  interest in an amount equal to the  accumulated and
unpaid Distributions on such Securities Certificates until such certificates are
so surrendered (and until such  certificates are so surrendered,  no payments of
interest or principal  will be made to Holders of Securities  Certificates  with
respect to such Notes) and (v) all rights of Holders  holding  Trust  Securities
will cease,  except the right of such Holders to receive Notes upon surrender of
Securities Certificates.

      (d)   Notwithstanding  the  other  provisions  of  this  Section  9.4,  if
distribution  of the Notes in the manner  provided  herein is  determined by the
Property  Trustee not to be permitted or practical,  the Trust Property shall be
liquidated,  and the Trust  shall be wound up by the  Property  Trustee  in such
manner as the  Property  Trustee  determines.  In such  event,  Holders  will be
entitled to receive out of the assets of the Trust available for distribution to
Holders, 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 winding up 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 will be entitled
to receive  Liquidation  Distributions  upon any such winding up pro rata (based
upon Liquidation Amounts) with Holders of all Trust Securities,  except that, if
an Event of Default has occurred and is  continuing,  the  Preferred  Securities
shall have a priority over the Common Securities as provided in Section 4.3.


                                       53
<PAGE>

      SECTION 9.5.  Mergers,  Consolidations,  Amalgamations  or Replacements of
Trust.

      The Trust  may not  merge  with or into,  consolidate,  amalgamate,  or be
replaced  by,  or  convey,   transfer  or  lease  its   properties   and  assets
substantially  as an entirety to, any Person except pursuant to this Article IX.
At the request of the Holders of the Common  Securities,  without the consent of
the  Holders  of the  Preferred  Securities,  the Trust may merge  with or into,
consolidate,  amalgamate,  or be  replaced  by or convey,  transfer or lease its
properties and assets  substantially as an entirety to a trust organized as such
under the laws of any State; provided, that:

      (a)  such  successor  entity  either  (i)  expressly  assumes  all  of the
obligations  of the  Trust  under  this  Trust  Agreement  with  respect  to the
Preferred  Securities or (ii)  substitutes  for the Preferred  Securities  other
securities having substantially the same terms as the Preferred Securities (such
other  Securities,   the  "Successor  Securities")  so  long  as  the  Successor
Securities  have the same priority as the Preferred  Securities  with respect to
distributions and payments upon liquidation, redemption and otherwise;

      (b) a trustee of such successor entity  possessing  substantially the same
powers and duties as the Property Trustee is appointed to hold the Notes;

      (c) if the  Preferred  Securities  or the Notes are  rated,  such  merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
cause the Preferred Securities or the Notes (including any Successor Securities)
to be downgraded by any nationally  recognized  statistical rating  organization
that then assigns a rating to the Preferred Securities or the Notes;

      (d) the Preferred  Securities are listed, or any Successor Securities will
be listed  upon  notice of  issuance,  on any  national  securities  exchange or
interdealer  quotation system on which the Preferred Securities are then listed,
if any;

      (e) such merger,  consolidation,  amalgamation,  replacement,  conveyance,
transfer  or  lease  does not  adversely  affect  the  rights,  preferences  and
privileges of the Holders of the Preferred  Securities  (including any Successor
Securities) in any material respect;

      (f) such successor entity has a purpose substantially identical to that of
the Trust;

      (g)  prior  to  such  merger,  consolidation,  amalgamation,  replacement,
conveyance,  transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (i) such merger,  consolidation,  amalgamation,  replacement,
conveyance,  transfer or lease does not adversely affect the rights, preferences
and  privileges  of the  Holders  of the  Preferred  Securities  (including  any
Successor  Securities)  in any material  respect;  (ii)  following  such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the  Trust  nor  such  successor  entity  will be  required  to  register  as an
"investment  company" under the Investment  Company Act and (iii) following such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Trust (or the successor  entity) will continue to be classified as a grantor
trust for U.S. federal income tax purposes; and

      (h) the  Depositor  or its  permitted  transferee  owns all of the  common
securities of such successor entity.


                                       54
<PAGE>

Notwithstanding  the foregoing,  the Trust shall not, except with the consent of
Holders of all of the Preferred Securities, consolidate,  amalgamate, merge with
or into,  or be replaced  by or convey,  transfer  or lease its  properties  and
assets  substantially  as an  entirety  to any other  Person or permit any other
entity to consolidate,  amalgamate, merge with or into, or replace, the Trust if
such consolidation,  amalgamation, merger, replacement,  conveyance, transfer or
lease  would  cause  the  Trust  or the  successor  entity  to be  taxable  as a
corporation  or  classified  as other  than a grantor  trust for  United  States
federal  income  tax  purposes  or cause the Notes to be  treated  as other than
indebtedness of the Depositor for United States federal income tax purposes.

                                   ARTICLE X.

                            INFORMATION TO PURCHASER

      SECTION 10.1. Depositor Obligations to Purchaser.

      Notwithstanding any other provision herein, the Depositor shall furnish to
(a)  the  Purchaser,  (b)  any  Owner  of the  Preferred  Securities  reasonably
identified  to the  Depositor  or the Trust  (which  identification  may be made
either  by such  Owner  or by the  Placement  Agent  or  Purchaser)  and (c) any
designee  of (a) or (b) above,  copies of all  correspondence,  notices,  forms,
filings,  reports and other documents  required to be provided by the Depositor,
whether acting through an Administrative  Trustee or otherwise,  to the Property
Trustee or Delaware  Trustee  under this Trust  Agreement.  Notwithstanding  the
foregoing,  the  delivery  requirements  under this Section 10.1 shall be deemed
satisfied  to the extent the  foregoing  recipients  otherwise  receive any such
copies of correspondence,  notices,  forms, filings,  reports or other documents
pursuant to any other provision of this Trust Agreement or pursuant to any other
Operative Document.

      SECTION 10.2. Property Trustee's Obligations to Purchaser.

      Notwithstanding  any other provision  herein,  the Property  Trustee shall
furnish to (a) the Purchaser,  (b) the Placement Agent and (c) a designee of (a)
or (b) above as identified in writing to the Property Trustee, copies of all (i)
correspondence, notices, forms, filings, reports and other documents received by
the Property  Trustee or Delaware  Trustee from the  Depositor,  whether  acting
through an Administrative Trustee or otherwise,  under this Trust Agreement, and
(ii) all correspondence,  notices,  forms, filings,  reports and other documents
required to be provided to the Depositor or a Holder by the Property  Trustee or
Delaware Trustee under this Trust Agreement.

                                   ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

      SECTION 11.1. Limitation of Rights of Holders.

      Except as set forth in Section  9.2, the death,  bankruptcy,  termination,
dissolution  or  incapacity  of any Person  having an  interest,  beneficial  or
otherwise,  in Trust  Securities  shall not  operate  to  terminate  this  Trust
Agreement, nor annul, dissolve or terminate the Trust nor entitle


                                       55
<PAGE>

the legal representatives or heirs of such Person or any Holder for such Person,
to claim an accounting, take any action or bring any proceeding in any court for
a partition or winding up of the arrangements contemplated hereby, nor otherwise
affect the rights,  obligations  and liabilities of the parties hereto or any of
them.

      SECTION 11.2. Agreed Tax Treatment of Trust and Trust Securities.

      The parties  hereto  and,  by its  acceptance  or  acquisition  of a Trust
Security or a beneficial  interest  therein,  the Holder of, and any Person that
acquires a beneficial interest in, such Trust Security intend and agree to treat
the Trust as a grantor  trust for  United  States  federal,  state and local tax
purposes, and to treat the Trust Securities (including all payments and proceeds
with  respect  to such  Trust  Securities)  as  undivided  beneficial  ownership
interests  in  the  Trust   Property  (and  payments  and  proceeds   therefrom,
respectively)  for United  States  federal,  state and local tax purposes and to
treat the Notes as  indebtedness  of the Depositor  for United  States  federal,
state and local tax purposes.  The provisions of this Trust  Agreement  shall be
interpreted to further this intention and agreement of the parties.

      SECTION 11.3. Amendment.

      (a) This Trust  Agreement may be amended from time to time by the Property
Trustee,  the  Administrative   Trustees  and  the  Holder  of  all  the  Common
Securities,  without the consent of any Holder of the Preferred Securities,  (i)
to cure any ambiguity,  correct or supplement  any provision  herein that may be
defective or inconsistent  with any other provision  herein, or to make or amend
any other  provisions  with respect to matters or questions  arising  under this
Trust  Agreement,  which shall not be inconsistent  with the other provisions of
this Trust Agreement, (ii) to modify, eliminate or add to any provisions of this
Trust  Agreement  to such extent as shall be  necessary to ensure that the Trust
will  neither be  taxable as a  corporation  nor be  classified  as other than a
grantor  trust for United States  federal  income tax purposes at all times that
any Trust  Securities are Outstanding or to ensure that the Notes are treated as
indebtedness of the Depositor for United States federal income tax purposes,  or
to ensure that the Trust will not be  required  to  register  as an  "investment
company"  under the  Investment  Company  Act or (iii) to add to the  covenants,
restrictions  or  obligations of the  Depositor;  provided,  that in the case of
clauses  (i),  (ii) or (iii),  such  action  shall not  adversely  affect in any
material respect the interests of any Holder.

      (b) Except as provided in Section  11.3(c),  any  provision  of this Trust
Agreement may be amended by the Property Trustee,  the  Administrative  Trustees
and the  Holder of all of the  Common  Securities  and with (i) the  consent  of
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
and (ii)  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  will not cause  the Trust to be  taxable  as a
corporation  or  classified  as other  than a grantor  trust for  United  States
federal income tax purposes or affect the treatment of the Notes as indebtedness
of the  Depositor for United  States  federal  income tax purposes or affect the
Trust's  exemption  from  status (or from any  requirement  to  register)  as an
"investment company" under the Investment Company Act.


                                       56
<PAGE>

      (c) Notwithstanding  any other provision of this Trust Agreement,  without
the  consent  of each  Holder,  this Trust  Agreement  may not be amended to (i)
change the accrual rate,  amount,  currency or timing of any  Distribution on or
the redemption price of the Trust  Securities or otherwise  adversely affect the
amount of any  Distribution  or other payment  required to be made in respect of
the Trust  Securities as of a specified  date, (ii) restrict or impair the right
of a Holder to  institute  suit for the  enforcement  of any such  payment on or
after such date, (iii) reduce the percentage of aggregate  Liquidation Amount of
Outstanding Preferred  Securities,  the consent of whose Holders is required for
any such  amendment,  or the consent of whose Holders is required for any waiver
of  compliance  with  any  provision  of this  Trust  Agreement  or of  defaults
hereunder  and their  consequences  provided for in this Trust  Agreement;  (iv)
impair or adversely  affect the rights and interests of the Holders in the Trust
Property,  or  permit  the  creation  of any Lien on any  portion  of the  Trust
Property;  or (v) modify the definition of "Outstanding,"  this Section 11.3(c),
Sections 4.1, 4.2, 4.3, 6.10(e) or Article IX.

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

      (e) If any amendment to this Trust  Agreement is made, the  Administrative
Trustees or the Property Trustee shall promptly provide to the Depositor and the
Note Trustee a copy of such amendment.

      (f) No Trustee shall be required to enter into any amendment to this Trust
Agreement  that affects its own rights,  duties or  immunities  under this Trust
Agreement.  The Trustees  shall be entitled to receive an Opinion of Counsel and
an Officers'  Certificate  stating that any amendment to this Trust Agreement is
in compliance  with this Trust  Agreement and all  conditions  precedent  herein
provided for relating to such action have been met.

      (g) No amendment or  modification  to this Trust  Agreement that adversely
affects in any material respect the rights, duties, liabilities,  indemnities or
immunities  of the Delaware  Trustee  hereunder  shall be permitted  without the
prior written consent of the Delaware Trustee.

      SECTION 11.4. Separability.

      If any provision in this Trust Agreement or in the 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,  and there shall be deemed  substituted  for the provision at
issue a valid,  legal and  enforceable  provision  as similar as possible to the
provision at issue.

      SECTION 11.5. Governing Law.

      THIS  TRUST  AGREEMENT  AND  THE  RIGHTS  AND  OBLIGATIONS  OF EACH OF THE
HOLDERS, THE TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT


                                       57
<PAGE>

TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED
IN  ACCORDANCE  WITH AND  GOVERNED BY THE LAWS OF THE STATE OF DELAWARE  WITHOUT
REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS.

      SECTION 11.6. Successors.

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

      SECTION 11.7. Headings.

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

      SECTION 11.8. Reports, Notices and Demands.

      (a)  Any  report,  notice,  demand  or  other  communication  that  by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon  any  Holder  or the  Depositor  may be given or  served  in  writing
delivered  in person,  or by  reputable,  overnight  courier,  by telecopy or by
deposit  thereof,  first-class  postage  prepaid,  in the  United  States  mail,
addressed,  (a) in the case of a Holder of Preferred Securities,  to such Holder
as such Holder's name and address may appear on the Securities Register; and (b)
in the case of the  Holder of all the Common  Securities  or the  Depositor,  to
Bluegreen  Corporation  4960  Conference  Way N.,  Boca  Raton,  Florida  33431,
Attention: Chief Financial Officer, or to such other address as may be specified
in a written notice by the Holder of all the Common Securities or the Depositor,
as the case may be, to the  Property  Trustee.  Such report,  notice,  demand or
other communication to or upon a Holder or the Depositor shall be deemed to have
been given when  received  in person,  within  one (1)  Business  Day  following
delivery by overnight courier, when telecopied with receipt confirmed, or within
three (3) Business Days following  delivery by mail,  except that if a notice or
other document is refused  delivery or cannot be delivered  because of a changed
address of which no notice was given,  such  notice or other  document  shall be
deemed  to have been  delivered  on the date of such  refusal  or  inability  to
deliver.

      (b) Any notice,  demand or other  communication  that by any  provision of
this Trust  Agreement  is required or permitted to be given or served to or upon
the Property Trustee, the Delaware Trustee,  the Administrative  Trustees or the
Trust shall be given in writing by deposit thereof, first-class postage prepaid,
in the U.S. mail, personal delivery or facsimile transmission, addressed to such
Person as follows:  (a) with  respect to the  Property  Trustee and the Delaware
Trustee to Wilmington  Trust  Company,  Rodney  Square North,  1100 North Market
Street, Wilmington,  Delaware 19890-0001,  Attention: Corporate Capital Markets,
facsimile no. (302) 636-4140;  (b) with respect to the Administrative  Trustees,
to them at the address above for notices to the  Depositor,  marked  "Attention:
Administrative  Trustees of Bluegreen  Statutory Trust II," and (c) with respect
to the Trust, to its principal executive office specified in Section


                                       58
<PAGE>

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

      SECTION 11.9. Agreement Not to Petition.

      Each of the  Trustees  and the  Depositor  agree  for the  benefit  of the
Holders  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  Law or otherwise
join  in  the  commencement  of any  proceeding  against  the  Trust  under  any
Bankruptcy Law. If the Depositor takes action in violation of this Section 11.9,
the Property Trustee agrees, for the benefit of Holders,  that at the expense of
the Depositor,  it shall file an answer with the applicable  bankruptcy court or
otherwise  properly contest the filing of such petition by the Depositor against
the Trust or the  commencement  of such  action and raise the  defense  that the
Depositor  has agreed in writing  not to take such action and should be estopped
and  precluded  therefrom  and such other  defenses,  if any, as counsel for the
Property Trustee or the Trust may assert.

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

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       59
<PAGE>

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

                                           Bluegreen Corporation,
                                           as Depositor

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


Wilmington Trust Company, as               Wilmington Trust Company, as Delaware
Property Trustee                           Trustee

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


------------------------------------       ------------------------------------
Administrative Trustee                     Administrative Trustee
Name:                                      Name:


------------------------------------
Administrative Trustee
Name:


<PAGE>

                                                                       Exhibit A

                              CERTIFICATE OF TRUST

                                       OF

                          BLUEGREEN STATUTORY TRUST II

            This  Certificate  of Trust  of  Bluegreen  Statutory  Trust II (the
"Trust")  is being  duly  executed  and  filed  on  behalf  of the  Trust by the
undersigned, as trustees, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. ss.3801 et seq.) (the "Act"). --- -- ---

            1. Name. The name of the statutory trust formed by this  Certificate
of Trust is: Bluegreen Statutory Trust II.

            2. Delaware Trustee. The name and business address of the trustee of
the Trust with its  principal  place of business  in the State of  Delaware  are
Wilmington  Trust  Company,  Rodney  Square  North,  1100 North  Market  Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Capital Markets.

            3. Effective Date. This Certificate of Trust shall be effective upon
its filing with the Secretary of State of the State of Delaware.

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

                                 WILMINGTON TRUST COMPANY, not in its individual
                                 capacity, but solely as Property Trustee

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


                                 WILMINGTON TRUST COMPANY, not in its individual
                                 capacity, but solely as Delaware Trustee

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


                                      A-1
<PAGE>

                                                                       Exhibit B

                     [FORM OF COMMON SECURITIES CERTIFICATE]

 THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
        AS AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
 SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
   EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT
  TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE
                                 TRUST AGREEMENT

Certificate Number

         C-                                          _________ Common Securities

                    Certificate Evidencing Common Securities

                                       of

                          Bluegreen Statutory Trust II

                                Common Securities

                 (liquidation amount $1,000 per Common Security)

      Bluegreen  Statutory Trust II, a statutory trust created under the laws of
the   State   of    Delaware    (the    "Trust"),    hereby    certifies    that
______________________    (the   "Holder")   is   the   registered    owner   of
____________common   securities  of  the  Trust  representing  undivided  common
beneficial  interests in the assets of the Trust and  designated  the  Bluegreen
Statutory  Trust II Common  Securities  (liquidation  amount  $1,000  per Common
Security) (the "Common  Securities").  Except in accordance with Section 5.11 of
the  Trust  Agreement  (as  defined  below),   the  Common  Securities  are  not
transferable and, to the fullest extent permitted by law, any attempted transfer
hereof  other than in  accordance  therewith  shall be void.  The  designations,
rights, privileges, restrictions,  preferences and other terms and provisions of
the  Common  Securities  are set forth in, and this  certificate  and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and  provisions  of, the Amended and Restated  Trust  Agreement of the
Trust,  dated as of May 4, 2005,  as the same may be  amended  from time to time
(the "Trust Agreement"),  among Bluegreen Corporation, as Depositor,  Wilmington
Trust  Company,  as Property  Trustee,  Wilmington  Trust  Company,  as Delaware
Trustee, the Administrative Trustees named therein and the Holders, from time to
time, of Trust Securities.  The Trust will 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.


                                      B-1
<PAGE>

      This Common  Securities  Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

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

      IN WITNESS WHEREOF,  one of the  Administrative  Trustees of the Trust has
executed   on  behalf  of  the  Trust   this   certificate   this  ____  day  of
________________.

                                           BLUEGREEN STATUTORY TRUST II


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


                                      B-2
<PAGE>

                                                                       Exhibit C

                   [FORM OF PREFERRED SECURITIES CERTIFICATE]

      "[IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS PREFERRED SECURITY IS
A GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF THE  DEPOSITORY  TRUST COMPANY  ("DTC") OR A
NOMINEE OF DTC. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES
REGISTERED  IN THE NAME OF A PERSON  OTHER THAN DTC OR ITS  NOMINEE  ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT,  AND NO TRANSFER OF THIS
PREFERRED  SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE
BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE  OF DTC TO DTC OR ANOTHER  NOMINEE OF
DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

      UNLESS  THIS   PREFERRED   SECURITY   IS   PRESENTED   BY  AN   AUTHORIZED
REPRESENTATIVE  OF  DTC  TO  BLUEGREEN  STATUTORY  TRUST  II OR  ITS  AGENT  FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT HEREON 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.]

      THE PREFERRED  SECURITIES  REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED IN A TRANSACTION  EXEMPT FROM  REGISTRATION  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES  ACT"),  AND SUCH PREFERRED  SECURITIES OR ANY
INTEREST  THEREIN  MAY NOT BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED  IN THE
ABSENCE  OF  SUCH  REGISTRATION  OR  AN  APPLICABLE  EXEMPTION  THEREFROM.  EACH
PURCHASER OF ANY PREFERRED  SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE
PREFERRED  SECURITIES  MAY BE RELYING ON THE  EXEMPTION  FROM THE  PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

      THE HOLDER OF THE PREFERRED  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE
AGREES FOR THE BENEFIT OF THE TRUST AND THE  DEPOSITOR  THAT (A) SUCH  PREFERRED
SECURITIES  MAY BE  OFFERED,  RESOLD OR  OTHERWISE  TRANSFERRED  ONLY (I) TO THE
TRUST,  (II) TO A PERSON WHOM THE SELLER  REASONABLY  BELIEVES  IS A  "QUALIFIED
INSTITUTIONAL  BUYER" (AS  DEFINED IN RULE 144A UNDER THE  SECURITIES  ACT) IN A
TRANSACTION  MEETING THE REQUIREMENTS OF RULE 144A, OR (III) TO AN INSTITUTIONAL
"ACCREDITED  INVESTOR"  WITHIN THE MEANING OF SUBPARAGRAPH  (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE


                                      C-1
<PAGE>

SECURITY FOR ITS OWN  ACCOUNT,  OR FOR THE ACCOUNT OF AN  "ACCREDITED  INVESTOR"
WITHIN THE MEANING OF  SUBPARAGRAPH  (a) (1),  (2),  (3) OR (7) OF RULE 501, FOR
INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN  CONNECTION
WITH,  ANY  DISTRIBUTION  IN  VIOLATION OF THE  SECURITIES  ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE  JURISDICTION AND, IN THE CASE OF (III),  SUBJECT TO THE
RIGHT OF THE TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL ADDRESSING
COMPLIANCE WITH THE U.S. SECURITIES LAWS, AND OTHER INFORMATION  SATISFACTORY TO
EACH OF THEM AND (B) THE HOLDER  WILL  NOTIFY  ANY  PURCHASER  OF ANY  PREFERRED
SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

      THE PREFERRED  SECURITIES  WILL BE ISSUED AND MAY BE  TRANSFERRED  ONLY IN
BLOCKS HAVING AN AGGREGATE  LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF PREFERRED  SECURITIES
OR ANY INTEREST  THEREIN IN A BLOCK HAVING AN  AGGREGATE  LIQUIDATION  AMOUNT OF
LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS  THEREOF SHALL BE DEEMED TO
BE VOID AND OF NO LEGAL EFFECT  WHATSOEVER.  TO THE FULLEST EXTENT  PERMITTED BY
LAW, ANY SUCH PURPORTED  TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT
OF LIQUIDATION  AMOUNT OF OR DISTRIBUTIONS  ON SUCH PREFERRED  SECURITIES OR ANY
INTEREST  THEREIN,  AND SUCH  PURPORTED  TRANSFEREE  SHALL BE  DEEMED TO HAVE NO
INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.

      THE HOLDER OF THIS  SECURITY  OR ANY  INTEREST  THEREIN BY ITS  ACCEPTANCE
HEREOF  OR  THEREOF  ALSO  AGREES,  REPRESENTS  AND  WARRANTS  THAT IT IS NOT AN
EMPLOYEE  BENEFIT,  INDIVIDUAL  RETIREMENT  ACCOUNT OR OTHER PLAN OR ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974, AS
AMENDED  ("ERISA"),  OR SECTION  4975 OF THE INTERNAL  REVENUE CODE OF 1986,  AS
AMENDED  (THE "CODE")  (EACH A "PLAN"),  OR AN ENTITY  WHOSE  UNDERLYING  ASSETS
INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S  INVESTMENT IN THE ENTITY,  AND NO
PERSON  INVESTING  "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS  PREFERRED
SECURITY OR ANY INTEREST  THEREIN,  UNLESS SUCH  PURCHASER OR HOLDER IS ELIGIBLE
FOR THE EXEMPTIVE  RELIEF  AVAILABLE UNDER U.S.  DEPARTMENT OF LABOR  PROHIBITED
TRANSACTION  CLASS  EXEMPTION  96-23,  95-60,  91-38,  90-1 OR 84-14 OR  ANOTHER
APPLICABLE  EXEMPTION  OR ITS  PURCHASE  AND  HOLDING  OF THIS  SECURITY  OR ANY
INTEREST  THEREIN IS NOT  PROHIBITED  BY SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE WITH RESPECT TO SUCH  PURCHASE OR HOLDING.  ANY  PURCHASER OR HOLDER OF
THE  PREFERRED  SECURITIES  OR ANY  INTEREST  THEREIN  WILL  BE  DEEMED  TO HAVE
REPRESENTED  BY ITS  PURCHASE  AND HOLDING  THEREOF THAT EITHER (i) IT IS NOT AN
EMPLOYEE  BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION


                                      C-2
<PAGE>

4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF
ANY  EMPLOYEE  BENEFIT  PLAN OR PLAN TO  FINANCE  SUCH  PURCHASE,  OR (ii)  SUCH
PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED  TRANSACTION  UNDER  SECTION
406 OF  ERISA OR  SECTION  4975 OF THE CODE  FOR  WHICH  THERE IS NO  APPLICABLE
STATUTORY OR ADMINISTRATIVE EXEMPTION.


                                      C-3
<PAGE>

                                                  _________ Preferred Securities
Certificate Number                         ________ Aggregate Liquidation Amount

                                    CUSIP NO.

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

                   Certificate Evidencing Preferred Securities

                                       of

                          Bluegreen Statutory Trust II

                              Preferred Securities
               (liquidation amount $1,000 per Preferred Security)

      Bluegreen  Statutory Trust II, a statutory trust created under the laws of
the State of Delaware (the "Trust"),  hereby certifies that  ___________________
(the "Holder") is the registered owner of ___________  Preferred  Securities [if
the Preferred Security is a Global Security,  then insert--,or such other number
of Preferred Securities represented hereby as may be set forth in the records of
the Securities  Registrar  hereinafter  referred to in accordance with the Trust
Agreement (as defined below),] of the Trust representing an undivided  preferred
beneficial  interest  in the assets of the Trust and  designated  the  Bluegreen
Statutory Trust II Preferred Securities (liquidation amount $1,000 per Preferred
Security)  (the  "Preferred  Securities").  Subject  to the  terms of the  Trust
Agreement (as defined below),  the Preferred  Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this  certificate  duly endorsed and in proper form for transfer as
provided  in  Section  5.7  of the  Trust  Agreement  (as  defined  below).  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 May 4,  2005,  as the same may be
amended from time to time (the "Trust Agreement"),  among Bluegreen Corporation,
a Massachusetts corporation, as Depositor, Wilmington Trust Company, as Property
Trustee,  Wilmington  Trust Company,  as Delaware  Trustee,  the  Administrative
Trustees named therein and the Holders,  from time to time, of Trust Securities.
The Trust  will  furnish a copy of the Trust  Agreement  to the  Holder  without
charge upon written  request to the Property  Trustee 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.

      This Preferred  Securities  Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.


                                      C-4
<PAGE>

      All  capitalized  terms used but not defined in this Preferred  Securities
Certificate  are used  with  the  meanings  specified  in the  Trust  Agreement,
including the Schedules and Exhibits thereto.

      IN WITNESS WHEREOF,  one of the  Administrative  Trustees of the Trust has
executed  on behalf of the Trust  this  certificate  this __ day of  __________,
____.

                                           BLUEGREEN STATUTORY TRUST II

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

      This represents  Preferred  Securities referred to in the within-mentioned
Trust Agreement.

Dated:                                     WILMINGTON TRUST COMPANY, not in its
                                           individual capacity, but solely as
                                           Property Trustee

                                           By:
                                                --------------------------------
                                           Authorized officer


                                      C-5
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

      The Trust promises to pay Distributions from May 4, 2005, or from the most
recent  Distribution Date to which Distributions have been paid or duly provided
for,  quarterly in arrears on January  30th,  April 30th,  July 30th and October
30th of each year,  commencing on July 30, 2005, at a fixed rate per annum equal
to 9.158% of the Liquidation Amount of the Preferred  Securities  represented by
this Preferred  Securities  Certificate  through the Distribution  Date in July,
2010 and a variable rate per annum,  reset quarterly,  equal to LIBOR plus 4.85%
of the  Liquidation  Amount  of the  Preferred  Securities  represented  by this
Preferred  Securities  Certificate,  thereafter,  together  with any  Additional
Interest Amounts, in respect to such period.

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

      Distributions  on the Securities  must be paid on the dates payable to the
extent that the Trust has funds available for the payment of such  Distributions
in  the  Payment  Account  of  the  Trust.   The  Trust's  funds  available  for
Distribution  to the  Holders  of the  Preferred  Securities  will be limited to
payments received from the Depositor.

      On each Note  Redemption  Date,  on the  stated  maturity  (or any date of
principal  repayment upon early maturity) of the Notes and on each other date on
(or in respect of) which any principal on the Notes is repaid, the Trust will be
required to redeem a Like Amount of Trust  Securities at the  Redemption  Price.
Under the Indenture,  the Notes may be redeemed by the Depositor on any Interest
Payment Date, at the Depositor's  option,  on or after July 30, 2010 in whole or
in part from time to time at a  redemption  price equal to one  hundred  percent
(100%) of the  principal  amount  thereof or the redeemed  portion  thereof,  as
applicable, together, in the case of any such redemption, with accrued interest,
including  any  Additional  Interest,  to  but  excluding  the  date  fixed  for
redemption.  The Notes may also be redeemed by the Depositor,  at its option, at
any time, in whole but not in part, upon the occurrence of an Investment Company
Event or a Tax Event at the Special Event Redemption Price.

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

      Payments of Distributions (including any Additional Interest Amounts), the
Redemption  Price,  Liquidation  Amount or any other  amounts  in respect of the
Preferred  Securities  shall be made by wire  transfer at such place and to such
account at a banking  institution  in the United  States as may be designated in
writing at least ten (10)  Business  Days  prior to the date for  payment by the
Person entitled  thereto unless proper written  transfer  instructions  have not
been received by the relevant  record date, in which case such payments shall be
made by check mailed to the address of such Person as such address  shall appear
in the Security Register. If any


                                      C-6
<PAGE>

Preferred Securities are held by a Depositary,  such Distributions shall be made
to the Depositary in immediately available funds.

      The indebtedness  evidenced by the Notes is, to the extent provided in the
Indenture,  subordinate  and junior in right of payment to the prior  payment in
full of all Senior  Debt (as  defined in the  Indenture),  and this  Security is
issued subject to the provisions of the Indenture with respect thereto.


                                      C-7
<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED,  the undersigned  assigns and transfers this Preferred
Securities Certificate to:

        (Insert assignee's social security or tax identification number)

                    (Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer  this  Preferred  Securities  Certificate  on the books of the
Trust. The agent may substitute another to act for him or her.

Date:
           -------------------------

Signature:
           ---------------------------------------------------------------------
              (Sign exactly as your name appears on the other side of this
                          Preferred Securities Certificate)

The  signature(s)  should be  guaranteed  by an eligible  guarantor  institution
(banks,  stockbrokers,  savings  and loan  associations  and credit  unions with
membership in an approved signature guarantee  medallion  program),  pursuant to
S.E.C. Rule 17Ad-15.


                                      C-8
<PAGE>

                                                                       Exhibit D

                          Junior Subordinated Indenture


                                      D-1
<PAGE>

                                                                       Exhibit E

                         FORM OF TRANSFEREE CERTIFICATE
                  TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS

                                                                 __________, [ ]

Bluegreen Corporation
Bluegreen Statutory Trust II
4960 Conference Way N.
Boca Raton, Florida 33431

            Re:  Purchase  of $1,000  stated  liquidation  amount  of  Preferred
      Securities (the "Preferred Securities") of Bluegreen Statutory Trust II

Ladies and Gentlemen:

            In  connection  with our  purchase of the  Preferred  Securities  we
confirm that:

            1. We  understand  that the  Preferred  Securities  (the  "Preferred
Securities")  of  Bluegreen  Statutory  Trust II (the  "Trust")  and the  Junior
Subordinated Notes due 2035 (the "Subordinated  Notes") of Bluegreen Corporation
(the "Company") (the Preferred  Securities and the  Subordinated  Notes together
being referred to herein as the "Offered Securities"),  have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered or sold except as permitted in the  following  sentence.  We agree on
our own behalf and on behalf of any investor account for which we are purchasing
the Offered  Securities that, if we decide to offer, sell or otherwise  transfer
any such Offered Securities,  such offer, sale or transfer will be made only (a)
to  the  Trust,  (b)  to  a  person  we  reasonably   believe  is  a  "qualified
institutional buyer" (a "QIB") (as defined in Rule 144 under the Securities Act)
in  a  transaction   meeting  the  requirements  of  Rule  144A  or  (c)  to  an
institutional  "accredited investor" within the meaning of subparagraph (a) (1),
(2), (3) or (7) of Rule 501 under the Securities  Act that is acquiring  Offered
Securities  for  its own  account,  or for the  account  of such an  "accredited
investor," for investment  purposes and not with a view to, or for offer or sale
in connection with, any distribution thereof in violation of the Securities Act,
in each case in accordance  with any applicable  securities laws of any state of
the United States or any other applicable  jurisdiction and, in the case of (c),
subject  to the right of the Trust and the  depositor  to  require an opinion of
counsel  and  other  information  satisfactory  to each of them.  The  foregoing
restrictions  on resale will not apply  subsequent to the date on which,  in the
written  opinion  of  counsel,  the  Preferred  Securities  are not  "restricted
securities"  within the  meaning of Rule 144 under the  Securities  Act.  If any
resale or other  transfer  of the  Offered  Securities  is  proposed  to be made
pursuant to clause (c) above,  the  transferor  shall  deliver a letter from the
transferee  substantially  in the form of this letter to the Property Trustee as
Transfer Agent, which shall provide as applicable,  among other things, that the
transferee is an "accredited  investor"  within the meaning of subparagraph  (a)
(1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring such
Securities for investment  purposes and not for distribution in violation of the
Securities  Act.  We  acknowledge  on our behalf  and on behalf of any  investor
account for which we are  purchasing  Securities  that the Trust and the Company
reserve the right prior to any offer,  sale or other transfer pursuant to clause
(c) to require the  delivery of any  opinion of counsel,  certifications  and/or
other


                                      E-1
<PAGE>

information  satisfactory  to the Trust and the Company.  We understand that the
certificates  for any  Offered  Security  that we  receive  will  bear a  legend
substantially to the effect of the foregoing.

            2.  We  are  an   "accredited   investor"   within  the  meaning  of
subparagraph  (a) (1),  (2),  (3) or (7) of Rule 501  under the  Securities  Act
purchasing  for  our  own  account  or for the  account  of such an  "accredited
investor," and we are acquiring the Offered  Securities for investment  purposes
and not with view to, or for offer or sale in connection  with, any distribution
in violation of the Securities Act, and we have such knowledge and experience in
financial  and business  matters as to be capable of  evaluating  the merits and
risks of our  investment in the Offered  Securities,  and we and any account for
which we are  acting  are each  able to bear  the  economic  risks of our or its
investment.

            3. We are acquiring the Offered  Securities  purchased by us for our
own  account (or for one or more  accounts as to each of which we exercise  sole
investment  discretion  and have  authority to make, and do make, the statements
contained in this letter) and not with a view to any distribution of the Offered
Securities,  subject, nevertheless, to the understanding that the disposition of
our property will at all times be and remain within our control.

            4. In the event that we purchase  any  Preferred  Securities  or any
Subordinated  Notes,  we  will  acquire  such  Preferred  Securities  having  an
aggregate  stated   liquidation  amount  of  not  less  than  $100,000  or  such
Subordinated Notes having an aggregate  principal amount not less than $100,000,
for our own account and for each separate account for which we are acting.

            5. We  acknowledge  that we  either  (A)  are not a  fiduciary  of a
employee  benefit,  individual  retirement  account or other plan or arrangement
subject to Title I of the Employee  Retirement  Income  Security Act of 1974, as
amended  ("ERISA"),  or Section  4975 of the Internal  Revenue Code of 1986,  as
amended  (the "Code")  (each a "Plan"),  or an entity  whose  underlying  assets
include "plan assets" by reason of any Plan's investment in the entity,  and are
not  purchasing  the Offered  Securities  on behalf of or with "plan  assets" by
reason  of any  Plan's  investment  in the  entity,  (B)  are  eligible  for the
exemptive  relief  available  under  one or  more  of the  following  prohibited
transaction class exemptions  ("PTCEs") issued by the U.S.  Department of Labor:
PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable exemption,  or (C)
our  purchase and holding of this  security,  or any  interest  therein,  is not
prohibited  by Section 406 of ERISA or Section  4975 of the Code with respect to
such purchase or holding.

            6. We  acknowledge  that the Trust and the  Company  and others will
rely  upon  the   truth  and   accuracy   of  the   foregoing   acknowledgments,
representations,  warranties  and  agreements  and  agree  that  if  any  of the
acknowledgments,  representations, warranties and agreements deemed to have been
made by our purchase of the Offered Securities are no longer accurate,  we shall
promptly  notify the Company.  If we are acquiring  any Offered  Securities as a
fiduciary or agent for one or more investor accounts,  we represent that we have
sole discretion with respect to each such investor account and that we have full
power to make the foregoing  acknowledgments,  representations  and agreement on
behalf of each such investor account.


                                      E-2
<PAGE>

                                            (Name of Purchaser)


                                            By:
                                                   -----------------------------

                                            Date:
                                                   -----------------------------

            Upon  transfer,  the Offered  Securities  would be registered in the
name of the new beneficial owner as follows.

Name:
         -----------------------------------------

Address:
         -----------------------------------------

Taxpayer ID Number:
                    ------------------------------


                                      E-3
<PAGE>

                                                                       Exhibit F

                         FORM OF TRANSFEROR CERTIFICATE
                             TO BE EXECUTED FOR QIBs

                                                                 __________, [ ]

Bluegreen Corporation
Bluegreen Statutory Trust II
4960 Conference Way N.
Boca Raton, Florida 33431

            Re:   Purchase of $1,000 stated liquidation amount of
                  Preferred Securities (the "Preferred Securities") of Bluegreen
                  Statutory Trust II

      Reference  is hereby made to the Amended and Restated  Trust  Agreement of
Bluegreen  Statutory Trust II, dated as of May 4, 2005 (the "Trust  Agreement"),
among  George F.  Donovan  and  Anthony M. Puleo,  as  Administrative  Trustees,
Wilmington Trust Company,  as Delaware  Trustee,  Wilmington  Trust Company,  as
Property Trustee, Bluegreen Corporation, as Depositor, and the holders from time
to time of undivided  beneficial  interests in the assets of Bluegreen Statutory
Trust II.  Capitalized terms used but not defined herein shall have the meanings
given them in the Trust Agreement.

      This letter  relates to  $________________________  aggregate  liquidation
amount of Preferred  Securities which are held in the name of _____________ (the
"Transferor").

      In accordance with Article V of the Trust Agreement, the Transferor hereby
certifies  that such Preferred  Securities  are being  transferred in accordance
with (i) the transfer  restrictions  set forth in the Preferred  Securities  and
(ii) Rule 144A under the Securities Act ("Rule 144A"),  to a transferee that the
Transferor  reasonably  believes is purchasing the Preferred  Securities for its
own account or an account with respect to which the  transferee  exercises  sole
investment  discretion  and the  transferee and any such account is a "qualified
institutional  buyer" within the meaning of Rule 144A, in a transaction  meeting
the requirements of Rule 144A and in accordance with applicable  securities laws
of any state of the United States or any other jurisdiction.

      You are entitled to rely upon this letter and are  irrevocably  authorized
to  produce  this  letter  or a copy  hereof  to  any  interested  party  in any
administrative  or legal  proceeding  or official  inquiry  with  respect to the
matters covered hereby.

                                          (Name of Transferor)

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


                                      F-1
<PAGE>

                                                                       Exhibit G

                     Form of Officer's Financial Certificate

      The   undersigned,   the  [Chief   Financial   Officer/Treasurer/Assistant
Treasurer/ Secretary/ Assistant Secretary, Chairman/ViceChairman/Chief Executive
Officer/President/Vice  President] hereby certifies, pursuant to Section 8.16(b)
of the Amended and Restated Trust  Agreement,  dated as of May 4, 2005, that, as
of [date],  [20__],  the  Company  had the  following  ratios and  balances on a
consolidated basis:

As of [Quarterly/Annual Financial Date]

Senior secured indebtedness for borrowed money ("Debt")                  $_____

Senior unsecured Debt                                                    $_____

Subordinated Debt                                                        $_____

Total Debt                                                               $_____

Ratio of (x) senior secured and unsecured Debt to (y) total Debt          _____%

[FOR FISCAL YEAR END:  Attached  hereto are the audited  consolidated  financial
statements  (including the balance sheet, income statement and statement of cash
flows,  and  notes  thereto,   together  with  the  report  of  the  independent
accountants  thereon) of the Company and its  consolidated  subsidiaries for the
three years ended [date], 20__.]

[FOR FISCAL  QUARTER END:  Attached  hereto are the unaudited  consolidated  and
consolidating  financial  statements  (including  the  balance  sheet and income
statement)  of the  Company  and its  consolidated  subsidiaries  for the fiscal
quarter ended [date], 20__.]

      The  financial  statements  fairly  present in all material  respects,  in
accordance with U.S.  generally accepted  accounting  principles  ("GAAP"),  the
financial  position of the Company and its  consolidated  subsidiaries,  and the
results of operations and changes in financial condition as of the date, and for
the [quarter] [annual] period ended [date],  20__, and such financial statements
have been prepared in accordance with GAAP consistently  applied  throughout the
period involved (expect as otherwise noted therein).


                                      G-1
<PAGE>

      IN WITNESS WHEREOF,  the undersigned has executed this Officer's Financial
Certificate as of this _____ day of _____________, 20__.

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

                                              Bluegreen Corporation
                                              4960 Conference Way N.
                                              Boca Raton, Florida 33431
                                              561-912-8270


                                      G-2
<PAGE>

                                                                      Schedule A

      With respect to the Trust  Securities,  the London interbank  offered rate
("LIBOR")  shall be determined by the  Calculation  Agent in accordance with the
following provisions (in each case rounded to the nearest .000001%):

(1) On the second LIBOR  Business Day (as defined below) prior to a Distribution
Date (each such day, a "LIBOR Determination Date"), LIBOR for any given security
shall, for the following distribution period, equal the rate, as obtained by the
Calculation  Agent  from  Bloomberg  Financial  Markets  Commodities  News,  for
three-month U.S. Dollar deposits in Europe,  which appears on Dow Jones Telerate
Page 3750 (as defined in the  International  Swaps and Derivatives  Association,
Inc. 1991 Interest Rate and Currency Exchange  Definitions),  or such other page
as may  replace  such Page 3750,  as of 11:00 a.m.  (London  time) on such LIBOR
Determination Date.

(2) If, on any LIBOR  Determination Date, such rate does not appear on Dow Jones
Telerate  Page  3750 or such  other  page as may  replace  such Page  3750,  the
Calculation Agent shall determine the arithmetic mean of the offered  quotations
of the  Reference  Banks (as  defined  below)  to  leading  banks in the  London
interbank  market for  three-month  U.S.  Dollar deposits in Europe in an amount
determined by the  Calculation  Agent by reference to requests for quotations as
of approximately  11:00 a.m. (London time) on the LIBOR  Determination Date made
by the Calculation Agent to the Reference Banks. If, on any LIBOR  Determination
Date, at least two of the Reference Banks provide such  quotations,  LIBOR shall
equal such arithmetic mean of such  quotations.  If, on any LIBOR  Determination
Date,  only one or none of the Reference  Banks provide such  quotations,  LIBOR
shall be deemed to be the arithmetic mean of the offered quotations that leading
banks in the City of New York selected by the  Calculation  Agent are quoting on
the relevant LIBOR  Determination  Date for three-month  U.S. Dollar deposits in
Europe in an amount  determined  by the  Calculation  Agent by  reference to the
principal  London  offices of  leading  banks in the  London  interbank  market;
provided, that if the Calculation Agent is required but is unable to determine a
rate in accordance  with at least one of the procedures  provided  above,  LIBOR
shall be LIBOR as determined on the previous LIBOR Determination Date.

(3) As used  herein:  "Reference  Banks"  means four  major  banks in the London
interbank  market  selected by the Calculation  Agent;  and "LIBOR Business Day"
means a day on which commercial banks are open for business  (including dealings
in foreign exchange and foreign currency deposits) in London.


                                  Schedule A-1