EXHIBIT 10.1

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

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      among

                             BLUEGREEN CORPORATION,
                                  as Depositor

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                               as Property Trustee

                      CHASE BANK USA, NATIONAL ASSOCIATION,
                               as Delaware Trustee

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                           as Administrative Trustees

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

                           Dated as of March 15, 2005,

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

                           Bluegreen Statutory Trust I

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                       <C>
ARTICLE I.    DEFINED TERMS .........................................................................      1

         Section 1.1.   Definitions .................................................................      1

ARTICLE II.   THE TRUST .............................................................................     11

         Section 2.1.   Name ........................................................................     11

         Section 2.2.   Office of the Delaware Trustee; Principal Place of Business .................     11

         Section 2.3.   Initial Contribution of Trust Property; Fees, Costs and Expenses ............     12

         Section 2.4.   Purposes of Trust ...........................................................     12

         Section 2.5.   Authorization to Enter into Certain Transactions ............................     12

         Section 2.6.   Assets of Trust .............................................................     15

         Section 2.7.   Title to Trust Property .....................................................     15

ARTICLE III.  PAYMENT ACCOUNT; PAYING AGENTS ........................................................     15

         Section 3.1.   Payment Account .............................................................     15

         Section 3.2.   Appointment of Paying Agents ................................................     16

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

         Section 4.1.   Distributions ...............................................................     16

         Section 4.2.   Redemption ..................................................................     18

         Section 4.3.   Subordination of Common Securities ..........................................     20

         Section 4.4.   Payment Procedures ..........................................................     21

         Section 4.5.   Withholding Tax .............................................................     21

         Section 4.6.   Tax Returns and Other Reports ...............................................     22

         Section 4.7.   Payment of Taxes, Duties, Etc. of the Trust .................................     22

         Section 4.8.   Payments under Indenture or Pursuant to Direct Actions ......................     22

         Section 4.9.   Exchanges ...................................................................     22

         Section 4.10.  Calculation Agent ...........................................................     23

         Section 4.11.  Certain Accounting Matters ..................................................     24

ARTICLE V.    SECURITIES ............................................................................     25

         Section 5.1.   Initial Ownership ...........................................................     25

         Section 5.2.   Authorized Trust Securities .................................................     25

         Section 5.3.   Issuance of the Common Securities; Subscription and Purchase of Notes .......     25
</TABLE>


                                       i
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                       <C>
         Section 5.4.   The Securities Certificates .................................................     25

         Section 5.5.   Rights of Holders ...........................................................     26

         Section 5.6.   Book-Entry Preferred Securities .............................................     26

         Section 5.7.   Registration of Transfer and Exchange of Preferred Securities Certificates ..     28

         Section 5.8.   Mutilated, Destroyed, Lost or Stolen Securities Certificates ................     29

         Section 5.9.   Persons Deemed Holders ......................................................     30

         Section 5.10.  Cancellation ................................................................     30

         Section 5.11.  Ownership of Common Securities by Depositor .................................     31

         Section 5.12.  Restricted Legends ..........................................................     31

         Section 5.13.  Form of Certificate of Authentication .......................................     34

ARTICLE VI.   MEETINGS; VOTING; ACTS OF HOLDERS .....................................................     34

         Section 6.1.   Notice of Meetings ..........................................................     34

         Section 6.2.   Meetings of Holders of the Preferred Securities .............................     34

         Section 6.3.   Voting Rights ...............................................................     35

         Section 6.4.   Proxies, Etc ................................................................     35

         Section 6.5.   Holder Action by Written Consent ............................................     35

         Section 6.6.   Record Date for Voting and Other Purposes ...................................     35

         Section 6.7.   Acts of Holders .............................................................     35

         Section 6.8.   Inspection of Records .......................................................     36

         Section 6.9.   Limitations on Voting Rights ................................................     37

         Section 6.10.  Acceleration of Maturity; Rescission of Annulment; Waivers of Past
                        Defaults ....................................................................     37

ARTICLE VII.  REPRESENTATIONS AND WARRANTIES ........................................................     40

         Section 7.1.   Representations and Warranties of the Property Trustee and the Delaware
                        Trustee .....................................................................     40

         Section 7.2.   Representations and Warranties of Depositor .................................     41

ARTICLE VIII. THE TRUSTEES ..........................................................................     42

         Section 8.1.   Number of Trustees ..........................................................     42

         Section 8.2.   Property Trustee Required ...................................................     42

         Section 8.3.   Delaware Trustee Required ...................................................     43
</TABLE>


                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                       <C>
         Section 8.4.   Appointment of Administrative Trustees ......................................     43

         Section 8.5.   Duties and Responsibilities of the Trustees .................................     43

         Section 8.6.   Notices of Defaults .........................................................     45

         Section 8.7.   Certain Rights of Property Trustee ..........................................     46

         Section 8.8.   Delegation of Power .........................................................     48

         Section 8.9.   May Hold Securities .........................................................     48

         Section 8.10.  Compensation; Reimbursement; Indemnity ......................................     48

         Section 8.11.  Resignation and Removal; Appointment of Successor ...........................     49

         Section 8.12.  Acceptance of Appointment by Successor ......................................     51

         Section 8.13.  Merger, Conversion, Consolidation or Succession to Business .................     51

         Section 8.14.  Not Responsible for Recitals or Issuance of Securities ......................     51

         Section 8.15.  Property Trustee May File Proofs of Claim ...................................     51

         Section 8.16.  Reports to the Property Trustee .............................................     52

ARTICLE IX.   TERMINATION, LIQUIDATION AND MERGER ...................................................     53

         Section 9.1.   Dissolution Upon Expiration Date ............................................     53

         Section 9.2.   Early Termination ...........................................................     53

         Section 9.3.   Termination .................................................................     53

         Section 9.4.   Liquidation .................................................................     54

         Section 9.5.   Mergers, Consolidations, Amalgamations or Replacements of Trust .............     55

ARTICLE X.    MISCELLANEOUS PROVISIONS ..............................................................     56

         Section 10.1.  Limitation of Rights of Holders .............................................     56

         Section 10.2.  Agreed Tax Treatment of Trust and Trust Securities ..........................     57

         Section 10.3.  Amendment ...................................................................     57

         Section 10.4.  Separability ................................................................     58

         Section 10.5.  Governing Law ...............................................................     58

         Section 10.6.  Successors ..................................................................     59

         Section 10.7.  Headings ....................................................................     59

         Section 10.8.  Reports, Notices and Demands ................................................     59

         Section 10.9.  Agreement Not to Petition ...................................................     60
</TABLE>


                                      iii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                       <C>
         Section 10.10. Counterparts ................................................................     60
</TABLE>

Exhibit A     Certificate of Trust of  Bluegreen Statutory Trust I
Exhibit B     Form of Common Securities Certificate
Exhibit C     Form of Preferred Securities Certificate
Exhibit D     Junior Subordinated Indenture
Exhibit E     Form of Transferor Certificate
Exhibit F     Form of Officer's Financial Certificate of the Depositor

Schedule A    Calculation of LIBOR


                                       iv
<PAGE>

      THIS AMENDED AND  RESTATED  TRUST  AGREEMENT,  dated as of March 15, 2005,
among (i) Bluegreen  Corporation,  a  Massachusetts  corporation  (including any
successors or permitted  assigns,  the  "Depositor"),  (ii) JPMorgan Chase Bank,
National  Association,  as property  trustee (in such  capacity,  the  "Property
Trustee"),  (iii)  Chase Bank USA,  National  Association,  a  national  banking
association,  as Delaware  trustee (in such capacity,  the "Delaware  Trustee"),
(iv) George F. Donovan and an individual,  John F. Chiste, each of whose address
is 4960 Conference Way N., Boca Raton, FL 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 Declaration of Trust, dated as of February 24, 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 Purchase  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.


                                       2
<PAGE>

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

            (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 Purchase 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


                                       3
<PAGE>

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.

      "Common Security" means an undivided  beneficial interest in the assets of
the Trust,  having a Liquidation Amount of $1,000 and having the rights provided
therefor in this Trust Agreement.

      "Common  Securities  Subscription  Agreement"  means the agreement of even
date herewith by and between the Depositor and the Trust  pertaining to the sale
and purchase of the Common Securities.

      "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 600
Travis,  50th  Floor,  Houston,  Texas  77002,  Attention:  Institutional  Trust
Services--Bluegreen Statutory Trust I.

      "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.

      "Depositary  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.


                                       4
<PAGE>

      ["DTC" means The Depository Trust Company, a New York corporation,  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):

            (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.

      "Fixed Rate Period" has the meaning set forth in the Indenture.

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


                                       5
<PAGE>

      "Holder" means a Person in whose name a Trust Security or Trust Securities
are registered in the Securities Register; any such Person shall be deemed to 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 E, as amended or  supplemented  from
time to time.

      "Initial  Purchaser"  shall mean the initial  purchasers  of the Preferred
Securities.

      "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.

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

      "Junior  Subordinated Note Purchase Agreement" means the agreement of even
date  herewith by and  between the  Depositor  and the Trust  pertaining  to the
issuance and purchase of the Notes.

      "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.


                                       6
<PAGE>

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

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

      "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 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 which is not an
Officers' Certificate) 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 Purchase  Agreement,  the Indenture,  the
Trust 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.


                                       7
<PAGE>

      "Optional Redemption Price" means, with respect to any Trust Security,  an
amount equal to one hundred  percent  (100%) of the  Liquidation  Amount of such
Trust Security on the Redemption Date, plus accumulated and unpaid Distributions
to the Redemption  Date, plus the related amount of the premium,  if any, and/or
accrued interest,  including  Additional  Interest,  if any, thereon paid by the
Depositor upon the concurrent redemption or payment at maturity of a Like Amount
of Notes.

      "Optional  Note  Redemption  Price" means,  with respect to any Note to be
redeemed on any  Redemption  Date under the  Indenture,  an amount  equal to one
hundred  percent  (100%)  of the  outstanding  principal  amount  of such  Note,
together with accrued interest, including any Additional Interest (to the extent
legally  enforceable),  thereon through but not including the date fixed as such
Redemption Date.

      "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;

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


                                       8
<PAGE>

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.

      "Preferred  Security" means an undivided beneficial interest in the assets
of the  Trust,  having a  Liquidation  Amount of $1,000  and  having  the rights
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.

      "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.

      "Purchase  Agreement" means the Purchase  Agreement executed and delivered
by  the  Trust,  the  Depositor  and  the  Initial   Purchaser,   as  purchaser,
contemporaneously  with the execution and delivery of this Trust  Agreement,  as
amended from time to time.

      "QIB"  means a  "qualified  institutional  buyer" as  defined in Rule 144A
under the Securities Act of 1933, as amended.

      "QP" means a "qualified  purchaser" as defined in Section  2(a)(51)  under
the Investment Company Act of 1940, as amended.

      "QIB/QP" means a QIB that is also a QP.

      "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


                                       9
<PAGE>

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  the  Special  Redemption  Price  or  Optional
Redemption Price, as applicable.  If the Depositor has redeemed the Notes at the
Special Note Redemption  Price,  the Trust shall redeem the Trust  Securities at
the Special  Redemption  Price.  If the  Depositor has redeemed the Notes at the
Optional  Note  Redemption  Price or the Notes  have been  repaid on the  stated
maturity, the Trust shall redeem the Trust Securities at the Optional Redemption
Price.

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

      "Responsible  Officer" means,  with respect to the Property  Trustee,  the
officer in the Institutional  Trust Services  department of the Property Trustee
having direct responsibility for the administration of this Trust Agreement.

      "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  Redemption Price" means, with respect to any Trust Security,  an
amount  equal  to one  hundred  seven  and  one  half  percent  (107.5%)  of the
Liquidation  Amount  of  such  Trust  Security  on  the  Redemption  Date,  plus
accumulated and unpaid  Distributions  to the Redemption  Date, plus the related
amount of the premium,  if any, and/or accrued  interest,  including  Additional
Interest,  if any, thereon paid by the Depositor upon the concurrent  redemption
or payment at maturity of a Like Amount of Notes.

      "Special  Note  Redemption  Price"  means,  with respect to any Note to be
redeemed on any  Redemption  Date under the  Indenture,  an amount  equal to one
hundred seven and one half percent (107.5%) of the outstanding  principal amount
of such Note,  together with accrued interest,  including  Additional  Interest,
thereon through but not including the date fixed as such Redemption Date.

      "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 I," which was created on February  24, 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.


                                       10
<PAGE>

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

      "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
I",  as such  name  may be  modified  from  time  to time by the  Administrative
Trustees  following  written  notice to the Holders of Trust  Securities and the
other  Trustees,  in which name the  Trustees  may 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 Chase Bank
USA, National Association,  500 Stanton Christiana Road, Building 4 (3rd Floor),
Newark, DE 19713, Attention: Institutional Trust Services, 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 4960 Conference Way N.,
Boca Raton, FL 33431, Attention:  John R. Chiste, as such address may be changed
from time to time by the Administrative Trustees following written notice to the
Holders and the other Trustees.

      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.


                                       11
<PAGE>

      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 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 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 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:

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

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

                  (B) to cause the Trust to enter into, and to execute,  deliver
            and  perform  on  behalf of the  Trust,  such  agreements  as may be
            necessary or desirable in connection  with the purposes and function
            of the Trust, including,  without limitation,  the Common Securities
            Subscription  Agreement  and a  Junior  Subordinated  Note  Purchase
            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;


                                       12
<PAGE>

                  (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 Paying Agent and Securities Registrar
            in accordance with this Trust Agreement;

                  (F)  execution 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 Purchase  Agreement and  application  for a taxpayer
            identification number for the Trust;

                  (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 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.

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

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

                  (B) the establishment of the Payment Account;

                  (C) the  collection  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;


                                       13
<PAGE>

                  (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,  provided
            that the  Administrative  Trustees  shall have the  power,  duty and
            authority  to act  on  behalf  of  the  Trust  with  respect  to the
            preparation, execution and filing of the certificate of cancellation
            of the Trust with the  Secretary  of State of the State of Delaware;
            and

                  (I) 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  Purchase  Agreement  providing  for 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; 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
authorized  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 respect  thereof,  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 from a change in law or regulation or in the interpretation thereof.


                                       14
<PAGE>

      (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.

                                  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 Paying Agent shall initially be the Property Trustee. 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


                                       15
<PAGE>

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.

                                  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 March
      15, 2005, and,  except as provided in clause (ii) below,  shall be payable
      quarterly in arrears on March 30, June 30, September 30 and December 30 of
      each  year,  commencing  on  June  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 equal to 9.16% per annum  through the interest
      payment date in March 30, 2010 and


                                       16
<PAGE>

      thereafter  at a variable  rate equal to LIBOR plus 4.90% per annum of the
      Liquidation  Amount of the Trust  Securities,  such rate being the rate of
      interest  payable  on  the  Notes.   LIBOR  shall  be  determined  by  the
      Calculation  Agent in  accordance  with  Schedule A. During the Fixed Rate
      Period,  the  amount of  Distributions  payable  for any  period  shall be
      computed on the basis of a 360-day  year of twelve  30-day  months and the
      amount  payable for any partial  period  shall be computed on the basis of
      the number of days elapsed in a 360-day year of twelve 30-day months. Upon
      expiration  of the Fixed Rate Period,  the amount of interest  payable for
      any  Interest  Payment  Period  will be computed on the basis of a 360-day
      year and the  actual  number  of days  elapsed  in the  relevant  interest
      period.  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  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.

      (c) As a condition  to the payment of any  principal of or interest on the
Trust Securities  without the imposition of withholding tax, the  Administrative
Trustees  shall require the previous  delivery of properly  completed and signed
applicable  U.S.  federal  income tax  certifications  (generally,  an  Internal
Revenue Service Form W-9 (or applicable  successor form) in the case of a person
that is a "United States  person"  within the meaning of Section  7701(a)(30) of
the Code or an Internal Revenue Service Form W-8 (or applicable  successor form)
in the case of a person that is not a "United  States person" within the meaning
of Section 7701(a)(30) of the Code) and any other certification acceptable to it
to enable the Property Trustee or any Paying Agent to determine their respective
duties and liabilities  with respect to any taxes or other charges that they may
be required to pay, deduct or withhold in respect of such Trust Securities.

      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.


                                       17
<PAGE>

      (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  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 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
March 30,  2010,  in whole or in part,  from time to time at the  Optional  Note
Redemption Price. The Notes may also be redeemed by the Depositor, at its option
pursuant  to the  terms of the  Indenture,  in whole  but not in part,  upon the
occurrence and during the  continuation of an Investment  Company Event or a Tax
Event, at the Special Note Redemption Price.

      (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


                                       18
<PAGE>

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.

      (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,  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


                                       19
<PAGE>

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 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.


                                       20
<PAGE>

      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.

      SECTION 4.6. Tax Returns and Other Reports.

      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,  Cohen Bros. & Co. and the  Property  Trustee with a copy of all
such returns and reports promptly after such filing or furnishing.


                                       21
<PAGE>

      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 shall be exercisable  effective
on any Distribution Date by such Depositor Affiliate  delivering to the Property
Trustee (i) at least ten (10)  Business Days prior to the  Distribution  Date on
which  such  exchange  is  to  occur,  the  registration  instructions  and  the
documentation,  if  any,  required  pursuant  to  Sections  2.2  and  3.5 of the
Indenture to enable the Indenture  Trustee to issue the requested Like Amount of
Notes, (ii) a written notice of such election (which may be a part of the notice
delivered  pursuant to clause (i) above)  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 (iii) 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  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.


                                       22
<PAGE>

      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  Eurodollar deposits in the international
Eurodollar  market 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  (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 Administrative  Trustees,  the Note Trustee,  each
Paying Agent and the Depositary.  The Calculation Agent will also specify to the
Administrative Trustee 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.

      (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


                                       23
<PAGE>

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.

      (c) If the Depositor intends to file its annual and quarterly  information
with the  Commission  in  electronic  form  pursuant  to  Regulation  S-T of the
Commission  using the  Commission's  Electronic  Data  Gathering,  Analysis  and
Retrieval  ("EDGAR")  system,  the  Administrative  Trustees  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 and to notify  each  Holder of such fact.  Compliance  with the  foregoing
shall  constitute  delivery  by the  Administrative  Trustees  of its  financial
statements to the Property  Trustee in compliance with the provisions of Section
314(a)  of the  Trust  Indenture  Act,  if  applicable,  and to each  Holder  in
compliance with the provisions of Section  4.11(b).  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(c)  shall be
solely for purposes of  compliance  with this  Section 4.11 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.

      (d) 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 $22,500,000 and one series of Common
Securities having an aggregate Liquidation Amount of $696,000.


                                       24
<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 696 Common
Securities  having an  aggregate  Liquidation  Amount of Six Hundred  Ninety Six
Thousand  Dollars  ($696,000),  against  receipt  by the Trust of the  aggregate
purchase  price of such Common  Securities  of Six Hundred  Ninety Six  Thousand
Dollars ($696,000).  Contemporaneously  therewith and with the sale by the Trust
to the  Holders  of an  aggregate  of  22,500  Preferred  Securities  having  an
aggregate Liquidation Amount of Twenty Two Million Five Hundred Thousand Dollars
($22,500,000) an Administrative  Trustee, on behalf of the Trust, shall 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 Twenty
Three  Million One Hundred  Ninety Six  ThousandDollars  ($23,196,000),  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 Twenty  Three
Million  One  Hundred  Ninety  Six  Thousand  Dollars  ($23,196,000)  (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/QPs may 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 a 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/QP shall be issued in the form of
Definitive Preferred Securities Certificates.


                                       25
<PAGE>

      (d) A Preferred  Security  shall not be valid until  authenticated  by the
manual  signature  of an  authorized  signatory of the  Property  Trustee.  Such
signature  shall be conclusive  evidence  that the  Preferred  Security has been
authenticated under this Trust Agreement. Upon written order of the Trust signed
by one  Administrative  Trustee,  the Property  Trustee shall  authenticate  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.

      SECTION 5.5. Rights of Holders.

      The Trust  Securities  shall have no preemptive or similar rights and when
issued and delivered to Holders  against  payment of the purchase price therefor
will be fully  paid and  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.

      [If DTC Entry Insert the following Section:]

      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/QP,  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/QP may, upon


                                       26
<PAGE>

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.

      (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.  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  Definitive  Preferred  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
Definitive  Preferred  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

                                       27
<PAGE>

Preferred  Security,  the Trustees may conclusively  rely on, and shall be fully
protected in relying 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
Person acting as 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(c) or 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 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 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


                                       28
<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 accompanied by a certificate of the transferor  substantially  in
the form set forth as Exhibit E 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.

      (g) The  Preferred  Securities  may only be  transferred  to a  "Qualified
Purchaser" as such term is defined in Section 2(a)(51) of the Investment Company
Act.  Neither  the  Property  Trustee  nor the  Securities  Registrar  shall  be
responsible for ascertaining  whether any transfer  hereunder  complies with the
registration provisions of or any exemptions from the Securities Act, applicable
state securities laws or the applicable laws of any other  jurisdiction,  ERISA,
the Code or the  Investment  Company Act;  provided,  that if a  certificate  is
specifically  required by the express  terms of this Section 5.7 to be delivered
to the Trustee or the Securities Registrar,  such party shall be under a duty to
receive  and  examine  the  same to  determine  whether  or not the  certificate
substantially  conforms on its face to the  requirements  of this  Indenture and
shall promptly notify the party delivering the same if such certificate does not
comply with such terms.

      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  to  save  each  of  the  Trustees  harmless,  the
Administrative  Trustees,  or any one of them,  on  behalf of the  Trust,  shall
execute and make  available for delivery 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  such security or indemnity as may be
required  by it to save each of the  Trustees  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,


                                       29
<PAGE>

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.

      (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 provide the Property  Trustee or Paying Agent, as applicable,
with the funds to pay such Trust  Security and upon  receipt of such funds,  the
Property  Trustee or Paying Agent, as applicable,  shall pay such Trust Security
instead of issuing a new Securities Certificate.

      (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  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 retained by the Property
Trustee in accordance with its customary practices.


                                       30
<PAGE>

      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 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 I OR ITS  AGENT FOR
      REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY
      ISSUED IS  REGISTERED  IN THE NAME OF CEDE


                                       31
<PAGE>

      & 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, OR (II) TO A PERSON WHOM THE SELLER REASONABLY  BELIEVES
      IS A  "QUALIFIED  PURCHASER"  (AS  DEFINED  IN  SECTION  2(a)(51)  OF  THE
      INVESTMENT  COMPANY  ACT OF 1940,  AS  AMENDED),  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
      PRINCIPAL  OF OR INTEREST 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


                                       32
<PAGE>

      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.  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 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."

      (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  deliver,  at the  written
direction of the Administrative Trustees and the Depositor, Preferred Securities
Certificates that do not bear the legend.

      SECTION 5.13. Form of Certificate of Authentication.

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

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

Dated:                                  JPMORGAN CHASE BANK, NATIONAL
                                        ASSOCIATION, not in its individual
                                        capacity, but solely as Property Trustee


                                        By: ____________________________________
                                            Authorized signatory


                                       33
<PAGE>

                                  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.

      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


                                       34
<PAGE>

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 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


                                       35
<PAGE>

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.

      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 or waive  compliance  with any covenant or condition under Section
10.7  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


                                       36
<PAGE>

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 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;


                                       37
<PAGE>

                  (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 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  (including any Additional
Interest)  on 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


                                       38
<PAGE>

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.

                                  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 national  banking  association,  duly
      organized  and  validly  existing  under the laws of the United  States of
      America;

            (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 national  banking  association,  duly
      formed and validly existing under the laws of the United States;


                                       39
<PAGE>

            (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,  fraudulent
      transfer, reorganization, moratorium and similar laws affecting creditors'
      rights generally and to general principles of equity;

            (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 respective  Articles of Association or By-laws of the Property
      Trustee  or the  Delaware  Trustee,  (ii)  violate  any  provision  of, or
      constitute,  with or without notice or lapse of time, a default under,  or
      result in the  imposition  of any lien on any  properties  included in the
      Trust  Property  pursuant to the  provisions of any  indenture,  mortgage,
      credit  agreement,  license or other  agreement or instrument to which the
      Property  Trustee  or the  Delaware  Trustee  is a party or by which it is
      bound,  or  (iii)  violate  any  applicable  law,   governmental  rule  or
      regulation of the United States or the States of Delaware, as the case may
      be, governing the banking, trust or general 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 the States of Delaware  governing the
      banking,  trust or general 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:


                                       40
<PAGE>

            (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,  fraudulent
      transfer, reorganization, moratorium 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

            (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.


                                       41
<PAGE>

                                 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. The Delaware Trustee shall have the same rights,
privileges and immunities as the Property Trustee.

      (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  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


                                       42
<PAGE>

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.  Nothing  in this  Trust  Agreement  shall  be  construed  to  release  any
Administrative  Trustee from  liability  for his or her own gross  negligence or
willful  misconduct.  To the extent  that,  at law or in equity,  a Trustee  has
duties and  liabilities  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


                                       43
<PAGE>

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 except as it may otherwise  agree in writing with
      the  Depositor;  and  money  held  by the  Property  Trustee  need  not be
      segregated  from other  funds held by it except in relation to the Payment
      Account  maintained  by the Property  Trustee  pursuant to Section 3.1 and
      except to the extent otherwise required by law; and

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


                                       44
<PAGE>

      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.  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) The Property  Trustee shall not be charged with knowledge of any Event
of Default unless either (i) a Responsible Officer of the Property Trustee shall
have actual  knowledge or (ii) the Property  Trustee shall have received written
notice thereof from the Depositor, an Administrative Trustee or a Holder.

      (c) 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  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;


                                       45
<PAGE>

            (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; provided,
      however,  that nothing contained in this Section 8.7(g) shall be construed
      to  relieve  the  Property  Trustee,  upon the  occurrence  of an Event of
      Default,  of its obligation to exercise the rights and powers vested in it
      by this Trust Agreement; provided, further, that nothing contained in this
      Section  8.7(g) shall  prevent the Property  Trustee from  exercising  its
      rights under Section 8.11 hereof;

            (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;


                                       46
<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  consistent  with  applicable  law,
delegate to any other  natural  person over the age of 21 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


                                       47
<PAGE>

definition of the term  "Outstanding"  in Article I, may otherwise deal with the
Trust with the same  rights it would have if it were not a Trustee or such other
agent.

      SECTION 8.10. Compensation; Reimbursement; Indemnity.

      The Depositor agrees:

            (a) to pay to the Property Trustee and 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 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  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 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,  (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,


                                       48
<PAGE>

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.

      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.


                                       49
<PAGE>

      (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  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


                                       50
<PAGE>

any of the  parties  hereto,  provided,  that  such  Person  shall be  otherwise
qualified and eligible under this Article VIII.

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

      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  circumstances  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


                                       51
<PAGE>

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.

      (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 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 Trust  ending  after the date of
this Trust  Agreement,  an Officers'  Certificate  covering the preceding fiscal
year,  stating  whether  or not to the  knowledge  of the  signers  thereof  the
Depositor and 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 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 (i) to the Property Trustee;  (ii) Taberna
Preferred Funding I, Ltd., c/o Cohen Bros. & Co. 1818 Market Street, 28th Floor,
Philadelphia,  Pennsylvania 19103 or such other address as designated by Taberna
Preferred  Funding I,  Ltd.);  and (iii) any Owner of the  Preferred  Securities
reasonably  identified to the Depositor and the Trust (which  identification may
be made either by such Owner or by Cohen Bros. & Company) a duly  completed  and
executed certificate substantively and substantially 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  Property   Trustee   shall  obtain  all  reports,   certificate   and
information,  which  it is  entitled  to  obtain  under  each  of the  Operative
Documents.

                                  ARTICLE IX.

                       TERMINATION, LIQUIDATION AND MERGER

      SECTION 9.1. Dissolution Upon Expiration Date.

      Unless earlier dissolved,  the Trust shall automatically dissolve on March
15, 2040 (the "Expiration  Date"), and the Trust Property shall be liquidated in
accordance with Section 9.4.


                                       52
<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


                                       53
<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.


                                       54
<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


                                       55
<PAGE>

      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.

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.

                            MISCELLANEOUS PROVISIONS

      SECTION 10.1. 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 the legal
representatives  or heirs of such Person or any Holder for such Person, to claim
an  accounting,  take any  action  or bring  any  proceeding  in any court for a
partition or winding up of the arrangements  contemplated  hereby, nor otherwise
affect the rights,  obligations  and liabilities of the parties hereto or any of
them.

      SECTION 10.2. 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 set forth in
this Section 10.2.

      SECTION 10.3. 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


                                       56
<PAGE>

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  10.3(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.

      (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 10.3(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.


                                       57
<PAGE>

      (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 10.4. 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 10.5. Governing Law.

      THIS  TRUST  AGREEMENT  AND  THE  RIGHTS  AND  OBLIGATIONS  OF EACH OF THE
HOLDERS,  THE TRUST,  THE  DEPOSITOR AND THE TRUSTEES WITH RESPECT 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 10.6. 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 10.7. Headings.

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

      SECTION 10.8. Reports, Notices and Demands.

      (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


                                       58
<PAGE>

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, FL 33431, Attention: Mr. Chiste, 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:  (i) with respect to the Property  Trustee to JPMorgan  Chase
Bank,  National  Association,  600 Travis,  50th Floor,  Houston,  Texas  77002,
Attention:  Institutional Trust Services--Bluegreen Statutory Trust I, facsimile
no. (713)  216-2101,  (ii) with respect to the Delaware  Trustee,  to Chase Bank
USA, National Association,  500 Stanton Christiana Road, Building 4 (3rd Floor),
Newark,  Delaware  19713,  Attention:  Institutional  Trust  Services--Bluegreen
Statutory  Trust I,  facsimile  no.  (302)  552-6280;  (iii) 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 I," and (iv) with respect to the Trust, to its principal  executive office
specified in Section  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 10.9. 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 10.9,
the Property Trustee agrees, for the benefit of Holders,  that at the expense of
the Depositor,  it shall file an answer with the 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.


                                       59
<PAGE>

      SECTION 10.10. Counterparts. 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]


                                       60
<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:

JPMORGAN CHASE BANK, NATIONAL           CHASE MANHATTAN BANK USA, NATIONAL
ASSOCIATION, as Property Trustee        ASSOCIATION, as Delaware Trustee


By: _________________________________   By: ____________________________________

    Name:                                   Name:

    Title:                                  Title:


_____________________________________       ____________________________________

  Administrative Trustee                    Administrative Trustee

  Name:                                     Name:


                                       61
<PAGE>

                                                                       Exhibit A

                              CERTIFICATE OF TRUST

                                       OF

                           BLUEGREEN STATUTORY TRUST I

            THIS  Certificate  of  Trust  of  Bluegreen  Statutory  Trust I (the
"Trust")  is being  duly  executed  and  filed  on  behalf  of the  Trust by the
undersigned,  as trustee, 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 I.

            2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware are:

            Chase Manhattan Bank USA, National Association
            c/o JPMorgan Chase Bank, N.A.
            500 Stanton Christiana Road, OPS4 / 3rd Floor
            Newark, DE  19713
            Attn: Institutional Trust Services.

            3. Effective Date. This Certificate of Trust shall be effective upon
filing.

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

                                        CHASE BANK USA, NATIONAL
                                        ASSOCIATION, not in its individual
                                        capacity but solely as 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                              Number of Common Securities: 696

      C-___

                    Certificate Evidencing Common Securities

                                       of

                           BLUEGREEN STATUTORY TRUST I

                                Common Securities

                 (liquidation amount $1,000 per Common Security)

Bluegreen  Statutory  Trust I, a statutory  trust  created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Bluegreen Corporation,  a
Massachusetts  corporation  (the "Holder") is the registered owner of 696 common
securities of the Trust  representing  undivided common beneficial  interests in
the assets of the Trust and  designated the Bluegreen  Statutory  Trust I 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 March 15, 2005 as
the same  may be  amended  from  time to time  (the  "Trust  Agreement"),  among
Bluegreen Corporation, as Depositor,  JPMorgan Chase Bank, National Association,
as Property Trustee, Chase Bank USA, National Association,  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.


                                      B-1
<PAGE>

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

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 _______________, 200__.

                                        BLUEGREEN STATUTORY TRUST I


                                        By: __________________________________
                                            Name:

                                            Administrative Trustee


                                      B-2
<PAGE>

                                                                       Exhibit C

                        [FORM OF 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 I 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, OR (II) TO A PERSON WHOM THE SELLER  REASONABLY  BELIEVES IS A "QUALIFIED
PURCHASER"  (AS  DEFINED IN SECTION  2(a)(51) OF THE  INVESTMENT  COMPANY ACT OF
1940, AS AMENDED), 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


                                      C-1
<PAGE>

$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  PRINCIPAL  OF OR INTEREST 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.  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 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.

THIS  OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED  STATES,  INCLUDING THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION (THE "FDIC").


                                      C-2
<PAGE>

Certificate Number: P-__                                             $22,500,000

                                    CUSIP NO.

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

                   Certificate Evidencing Preferred Securities

                                       of

                           BLUEGREEN STATUTORY TRUST I

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

Bluegreen  Statutory  Trust I, a statutory  trust  created under the laws of the
State of  Delaware  (the  "Trust"),  hereby  certifies  that  Sigler & Co.  (the
"Holder")  is the  registered  owner  of  22,500  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 I 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 March 15,  2005 as the same may be
amended from time to time (the "Trust Agreement"),  among Bluegreen Corporation,
as Depositor,  JPMorgan Chase Bank, National  Association,  as Property Trustee,
Chase Bank USA, National  Association,  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  Corporate  Trust
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-3
<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 __________, 2005.

                                        BLUEGREEN STATUTORY TRUST I


                                        By: ____________________________________
                                            Name:
                                            Administrative Trustee

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

Dated:

                                        JPMORGAN CHASE BANK, NATIONAL
                                        ASSOCIATION, not in its individual
                                        capacity, but solely as Property Trustee


                                        By: ____________________________________
                                            Authorized signatory


                                      C-4
<PAGE>

                          [FORM OF REVERSE OF SECURITY]

      The Trust promises to pay  Distributions  from March 15, 2005, or from the
most  recent  Distribution  Date to which  Distributions  have been paid or duly
provided  for,  quarterly  in arrears  on March 30,  June 30,  September  30 and
December 30 of each year,  commencing on June 30, 2005, at a fixed rate equal to
9.16%  per  annum  through  the  interest  payment  date in March  30,  2010 and
thereafter  at a  variable  rate  equal to LIBOR  plus  4.90%  per  annum of the
Liquidation  Amount of the Preferred  Securities  represented  by this Preferred
Securities  Certificate,  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.

      During an Event of Default, the Depositor shall not (i) declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,   acquire  or  make  a
liquidation  payment with respect to, any of the  Depositor's  capital  stock or
(ii) make any payment of principal of or any interest or premium,  if any, on or
repay,  repurchase or redeem any debt securities of the Depositor that rank pari
passu in all  respects  with or junior in interest to the Notes  (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Depositor in connection with (1) any employment contract,  benefit plan or other
similar  arrangement  with or for  the  benefit  of any  one or more  employees,
officers,  directors or consultants,  (2) a dividend reinvestment or stockholder
stock  purchase  plan or (3) the issuance of capital  stock of the Depositor (or
securities   convertible   into  or  exercisable  for  such  capital  stock)  as
consideration in an acquisition  transaction entered into prior to such Event of
Default, (b) as a result of (x) an exchange or conversion of any class or series
of the  Depositor's  capital  stock (or any capital  stock of a  Subsidiary  (as
defined  in the  Indenture)  of the  Depositor)  for any  class or series of the
Depositor's  capital  stock  or of  any  class  or  series  of  the  Depositor's
indebtedness for any class or series of the Depositor's  capital stock, or (y) a
reclassification  of or combination  with any class or series of the Depositor's
capital  stock,  (c) the  purchase  of  fractional  interests  in  shares of the
Depositor's  capital stock pursuant to the conversion or exchange  provisions of
such  capital  stock or the  security  being  converted  or  exchanged,  (d) any
declaration of a dividend in connection  with any Rights Plan (as defined in the
Indenture),  the issuance of rights,  stock or other  property  under any Rights
Plan, or the  redemption or  repurchase  of rights  pursuant  thereto or (e) any
dividend  in the form of stock,  warrants,  options  or other  rights  where the
dividend stock or the stock issuable upon exercise of such warrants,  options or
other  rights is the same stock as that on which the  dividend  is being paid or
ranks pari passu with or junior to such stock).

      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


                                      C-5
<PAGE>

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 March 30, 2010 in whole or in part from time to time at the
Optional Note Redemption  Price of the principal  amount thereof or the redeemed
portion thereof, as applicable. 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 Note  Redemption  Price;
provided, that such Investment Company Event or a Tax Event is continuing on the
Redemption Date.

      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 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-6
<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-7
<PAGE>

                                                                       Exhibit D

                          Junior Subordinated Indenture


                                      D-1
<PAGE>

                                                                       Exhibit E

                         Form of Transferor Certificate

                                                                __________, [  ]

JPMorgan Chase Bank, National Association
600 Travis, 50th Floor
Houston, Texas 77002
Attention: Institutional Trust Services

Bluegreen Corporation
Bluegreen Statutory Trust I
4960 Conference Way N.
Boca Raton, FL 33431

            Re:   Purchase  of  $____________   stated   liquidation  amount  of
                  Preferred Securities (the "Preferred Securities") of Bluegreen
                  Statutory Trust I

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 I (the  "Trust")  and  the  Junior
Subordinated Notes due 2035 (the "Subordinated  Notes") of Bluegreen Corporation
(the  "Company")  executed in  connection  therewith  (the entire  amount of the
Trust's  outstanding  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,  (i) such offer, sale or transfer will be made only
(a)  to the  Trust,  (b) to a  person  we  reasonably  believe  is a  "qualified
purchaser" (a "QP") as defined in Section 2(a)(51) of the Investment Company Act
of 1940,  as  amended).  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 a  "qualified  purchaser"  within  the  meaning of Section
2(a)(51) of the Investment  Company Act of 1940, as amended,  and are purchasing
for our own account or for the  account of such  "qualified  purchaser,"  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.


                                      E-1
<PAGE>

            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 are not a  fiduciary  of (i) 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 (ii) an entity whose underlying assets include "plan
assets" by reason of any Plan's investment in the entity, and are not purchasing
any of the Offered  Securities  on behalf of or with "plan  assets" by reason of
any Plan's investment in the entity.

            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 any 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.

                                        (Name of Purchaser)


                                        By: ____________________________________
                                        Date: __________________________________

            Upon transfer, the Preferred Securities (having a stated liquidation
amount of $_____________)  would be registered in the name of the new beneficial
owner as follows.

Name:

Address: _______________________________

Taxpayer ID Number: ________________


                                      E-2
<PAGE>

                                                                       Exhibit F

                         Officer's Financial Certificate

      The   undersigned,    the    [Chairman/Vice    Chairman/Chief    Executive
Officer/President/Vice   President/Chief  Financial  Officer/Treasurer/Assistant
Treasurer],  hereby  certifies  pursuant  to Section  8.16(b) of the Amended and
Restated Trust  Agreement,  dated as of March 15, 2005 (the "Trust  Agreement"),
among  Bluegreen  Corporation  (the  "Company"),  JPMorgan Chase Bank,  National
Association,  as property  trustee,  Chase Bank USA,  National  Association,  as
Delaware trustee,  and the  administrative  trustees named therein,  that, as of
[date], [20__], the Company had the following ratios and balances:

As of [Quarterly/Annual Financial Date], 20__

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 _______, 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).

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


                                       F-1
<PAGE>

                                        Bluegreen Corporation


                                        By: ____________________________________
                                        Name: __________________________________

                                        Bluegreen Corporation
                                        4960 Conference Way N.
                                        Boca Raton, FL 33431
                                        (561) 912-8010


                                       F-2
<PAGE>

                             DETERMINATION OF LIBOR

      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  subsequent to the  expiration of the Fixed Rate Period (each
such day, a "LIBOR Determination  Date"), LIBOR for any given security shall for
the  following  interest  payment  period  equal the rate,  as  obtained  by the
Calculation  Agent  from  Bloomberg  Financial  Markets  Commodities  News,  for
three-month Eurodollar deposits that 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  Eurodollar deposits 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  Eurodollar deposits 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.