EXHIBIT 4.8


                    FIRST MERCHANTS CAPITAL TRUST [I/II/III]
                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                                      among

                          First Merchants Corporation,
                                  as Depositor,

                First Union Trust Company, National Association,
                    as Property Trustee and Delaware Trustee,

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                         Dated as of [________________]



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                             <C>
ARTICLE I DEFINED TERMS..........................................................................................1
         1.1      Definitions....................................................................................1
ARTICLE II ESTABLISHMENT OF THE TRUST...........................................................................10
         2.1      Name..........................................................................................10
         2.2      Office of the Delaware Trustee; Principal Place of Business...................................10
         2.3      Initial Contribution of Trust Property; Organizational Expenses...............................10
         2.4      Issuance of the Preferred Securities..........................................................10
         2.5      Issuance of the Common Securities; Subscription and Purchase of Debentures....................11
         2.6      Declaration of Trust..........................................................................11
         2.7      Authorization to Enter into Certain Transactions..............................................12
         2.8      Assets of Trust...............................................................................16
         2.9      Title to Trust Property.......................................................................16
ARTICLE III PAYMENT ACCOUNT.....................................................................................16
         3.1      Payment Account...............................................................................16
ARTICLE IV DISTRIBUTIONS; REDEMPTION............................................................................17
         4.1      Distributions.................................................................................17
         4.2      Redemption....................................................................................18
         4.3      Subordination of Common Securities............................................................20
         4.4      Payment Procedures............................................................................21
         4.5      Tax Returns and Reports.......................................................................21
         4.6      Payment of Taxes, Duties, etc. of the Trust...................................................21
         4.7      Payments Under Indenture......................................................................22
ARTICLE V TRUST SECURITIES CERTIFICATES.........................................................................22
         5.1      Initial Ownership.............................................................................22
         5.2      The Trust Securities Certificates.............................................................22
         5.3      Execution, Authentication and Delivery of Trust Securities Certificates.......................22
         5.4      Registration of Transfer and Exchange of Preferred Securities Certificates....................24
         5.5      Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates............................26
         5.6      Persons Deemed Securityholders................................................................26
         5.7      Access to List of Securityholders' Names and Addresses........................................26
         5.8      Maintenance of Office or Agency...............................................................27
         5.9      Appointment of Paying Agent...................................................................27
         5.10     Ownership of Common Securities by Depositor...................................................28
         5.11     Trust Securities Certificates.................................................................28
         5.12     Notices to Clearing Agency....................................................................28
         5.13     Rights of Securityholders.....................................................................28
ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING............................................................29
         6.1      Limitations on Voting Rights..................................................................29
         6.2      Notice of Meetings............................................................................30
         6.3      Meetings of Preferred Securityholders.........................................................31
         6.4      Voting Rights.................................................................................31
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                                        i

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<TABLE>
<S>                                                                                                             <C>
         6.5      Proxies, etc..................................................................................31
         6.6      Securityholder Action by Written Consent......................................................32
         6.7      Record Date for Voting and Other Purposes.....................................................32
         6.8      Acts of Securityholders.......................................................................32
         6.9      Inspection of Records.........................................................................33
ARTICLE VII REPRESENTATIONS AND WARRANTIES......................................................................33
         7.1      Representations and Warranties of the Bank....................................................33
         7.2      [RESERVED]....................................................................................35
         7.3      Representations and Warranties of Depositor...................................................35
ARTICLE VIII TRUSTEES...........................................................................................35
         8.1      Certain Duties and Responsibilities...........................................................35
         8.2      Certain Notices...............................................................................37
         8.3      Certain Rights of Property Trustee............................................................37
         8.4      Not Responsible for Recitals or Issuance of Securities........................................40
         8.5      May Hold Securities...........................................................................40
         8.6      Compensation; Indemnity; Fees.................................................................40
         8.7      Corporate Property Trustee Required; Eligibility of Trustees..................................41
         8.8      Conflicting Interests.........................................................................41
         8.9      Co-Trustees and Separate Trustee..............................................................41
         8.10     Resignation and Removal; Appointment of Successor.............................................43
         8.11     Acceptance of Appointment by Successor........................................................45
         8.12     Merger, Conversion, Consolidation or Succession to Business...................................46
         8.13     Preferential Collection of Claims Against Depositor or Trust..................................46
         8.14     Reports by Property Trustee...................................................................46
         8.15     Reports to the Property Trustee...............................................................46
         8.16     Evidence of Compliance with Conditions Precedent..............................................46
         8.17     Number of Trustees............................................................................47
         8.18     Delegation of Power...........................................................................47
         8.19     Voting........................................................................................47
ARTICLE IX TERMINATION, LIQUIDATION AND MERGER..................................................................48
         9.1      Termination Upon Expiration Date..............................................................48
         9.2      Early Termination.............................................................................48
         9.3      Termination...................................................................................48
         9.4      Liquidation...................................................................................48
         9.5      Mergers, Consolidations, Amalgamations or Replacements of the Trust...........................50
ARTICLE X MISCELLANEOUS PROVISIONS..............................................................................51
         10.1     Limitation of Rights of Securityholders.......................................................51
         10.2     Amendment.....................................................................................52
         10.3     Severability..................................................................................53
         10.4     Governing Law.................................................................................53
         10.5     Payments Due on Non-Business Day..............................................................53
         10.6     Successors....................................................................................54
         10.7     Headings......................................................................................54
         10.8     Reports, Notices and Demands..................................................................54
         10.9     Agreement Not to Petition.....................................................................55
         10.10    Trust Indenture Act; Conflict with Trust Indenture Act........................................55
</TABLE>


                                       ii
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<TABLE>
<S>                                                                                                             <C>
         10.11    Acceptance of Terms of Trust Agreement, Guarantee and Indenture...............................55
         10.12    Counterparts..................................................................................56
         10.13    Exchange Act Obligations......................................................................56

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



                                       iii
<PAGE>


                              CROSS-REFERENCE TABLE
Section of                                                  Amended and Restated
Trust Indenture Act of 1939, as amended                     Declaration of Trust
310(a)(1)....................................................................807
310(a)(2)....................................................................807
310(a)(3)....................................................................807
310(a)(4).............................................................207(a)(ii)
310(b).......................................................................808
311(a).......................................................................813
311(b).......................................................................813
312(a).......................................................................507
312(b).......................................................................507
312(c).......................................................................507
313(a)....................................................................814(a)
313(a)(4).................................................................814(b)
313(b)....................................................................814(b)
313(c)......................................................................1008
313(d)....................................................................814(c)
314(a).......................................................................815
314(b)............................................................Not Applicable
314(c)(1)....................................................................816
314(c)(2)....................................................................816
314(c)(3).........................................................Not Applicable
314(d)............................................................Not Applicable
314(e)..................................................................101, 816
315(a)............................................................801(a), 803(a)
315(b).................................................................802, 1008
315(c)....................................................................801(a)
315(d)..................................................................801, 803
316(a)(2).........................................................Not Applicable
316(b)............................................................Not Applicable
316(c).......................................................................607
317(a)(1).........................................................Not Applicable
317(a)(2).........................................................Not Applicable
317(b).......................................................................509
318(a)......................................................................1010

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


                                       iv
<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

     THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of [____________],
among (i) FIRST MERCHANTS CORPORATION, an Indiana corporation (including any
successors or assigns, the "Depositor"), (ii) FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION, as property trustee and Delaware trustee (sometimes
referred to herein as the "Property Trustee," and/or the "Delaware Trustee" and
sometimes referred to in its separate corporate capacity and not in its capacity
as Property Trustee or Delaware Trustee as the "Bank" and/or the "Delaware
Bank") and (iii) MICHAEL L. COX, an individual, LARRY R. HELMS, ESQ., an
individual, and MARK K. HARDWICK, an individual, each of whose address is c/o
Company (each an "Administrative Trustee" and collectively the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the "Trustees"), and (v) the several
Holders (as hereinafter defined).

                                    RECITALS

     WHEREAS, the Depositor, the Delaware Trustee, and Michael L. Cox, Larry R.
Helms, Esq. and Mark K. Hardwick, each as an Administrative Trustee, have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by entering into that certain Trust Agreement dated
as of December 12, 2001 (the "Original Trust Agreement"), and by the execution
and filing by the Delaware Trustee and the Administrative Trustees with the
Secretary of State of the State of Delaware of the Certificate of Trust, filed
on December 12, 2001, the form of which is attached as Exhibit A; and

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

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

                                   ARTICLE I

                                  DEFINED TERMS

     1.1 Definitions.

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



                                      -1-
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          (a)  the terms defined in this Article I have the meanings assigned to
               them in this Article I and include the plural as well as the
               singular;

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

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

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

     "Act" has the meaning specified in Section 6.8.

     "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount equal to accrued interest,
including compound interest, in arrears and paid by the Depositor on a Like
Amount of Debentures for such period.

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

     "Administrative Trustee" means each of Michael L. Cox, Larry R. Helms, Esq.
and Mark K. Hardwick, solely in his or her capacity as Administrative Trustee of
the Trust formed and continued hereunder and not in his or her individual
capacity, or such Administrative Trustee's successor in interest in such
capacity, or any successor trustee appointed as herein provided.

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

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

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

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

          (a)  the entry of a decree or order by a court having jurisdiction in
               the premises adjudging such Person a bankrupt or insolvent, or
               approving as properly filed a petition seeking liquidation or
               reorganization of or in respect of such


                                      -2-
<PAGE>

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

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

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

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

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

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

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

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



                                      -3-
<PAGE>

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

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

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

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

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

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

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

     "Corporate Trust Office" means the office at which, at any particular time,
the corporate trust business of the Property Trustee or the Debenture Trustee,
as the case may be, shall be principally administered, which office at the date
hereof, in each such case, is located at One Rodney Square, 920 King Street,
Suite 102, Wilmington, Delaware 19801, Attention: Corporate Trust Trustee
Administration.

     "Debenture Event of Default" means an "Event of Default" as defined in
Section 5.1 of the Indenture.

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

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

     "Debenture Trustee" means First Union Trust Company, National Association
and any successor thereto, as trustee under the Indenture.

     "Debentures" means up to $[________] principal amount of the Depositor's
[__]% Junior Subordinated Debentures due [____] issued pursuant to the
Indenture.

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



                                      -4-
<PAGE>

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

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

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

     "Depositary" means DTC or any successor thereto.

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

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

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

     "DTC" means The Depository Trust Company.

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

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

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

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

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

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



                                      -5-
<PAGE>

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

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

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

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

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

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

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

     "Indenture" means the Indenture, dated as of [________________], between
the Depositor and the Debenture Trustee, as trustee, as amended by that certain
First Supplemental Indenture (the "First Supplemental Indenture"), dated as of
[_______________] as hereafter may be amended or supplemented from time to time,
pursuant to which the Debentures are issued.

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

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

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

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having an aggregate Liquidation Amount equal to the aggregate
principal amount of Debentures to


                                      -6-
<PAGE>

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

     "Liquidation Amount" means the stated amount of $[____] per Trust Security.

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

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

     "Officers' Certificate" means a certificate signed by the President or an
Executive Vice President and by the Chief Financial Officer or the Treasurer or
the Secretary, of the Depositor, and delivered to the appropriate Trustee. One
of the officers signing an Officers' Certificate given pursuant to Section 8.16
shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

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

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

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

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

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

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

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



                                      -7-
<PAGE>

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

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

          (c)  Preferred Securities which have been paid or in exchange for or
               in lieu of which other Preferred Securities have been executed
               and delivered pursuant to Sections 5.4, 5.5 and 5.11; provided,
               however, that in determining whether the Holders of the requisite
               Liquidation Amount of the Outstanding Preferred Securities have
               given any request, demand, authorization, direction, notice,
               consent or waiver hereunder, Preferred Securities owned by the
               Depositor, any Trustee or any Affiliate of the Depositor or any
               Trustee shall be disregarded and deemed not to be Outstanding,
               except that (a) in determining whether any Trustee shall be
               protected in relying upon any such request, demand,
               authorization, direction, notice, consent or waiver, only
               Preferred Securities that such Trustee knows to be so owned shall
               be so disregarded; and (b) the foregoing shall not apply at any
               time when all of the outstanding Preferred Securities are owned
               by the Depositor, one or more of the Trustees and/or any such
               Affiliate. Preferred Securities so owned which have been pledged
               in good faith may be regarded as Outstanding if the pledgee
               establishes to the satisfaction of the Administrative Trustees
               the pledgee's right so to act with respect to such Preferred
               Securities and the pledgee is not the Depositor or any other
               Obligor upon the Preferred Securities or a Person directly or
               indirectly controlling or controlled by or under direct or
               indirect common control with the Depositor or any Affiliate of
               the Depositor.

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

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

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

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



                                      -8-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                      -9-
<PAGE>

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

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

     "Underwriting Agreement" means the Underwriting Agreement, dated as of
[________________], among the Trust, the Depositor and the Underwriters named
therein.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

     2.1 Name.

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

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

     The address of the Delaware Trustee in the State of Delaware is One Rodney
Square, 920 King Street, Suite 102, Wilmington, Delaware 19801, Attention:
Corporate Trust Trustee Administration, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Depositor. The principal executive office of the Trust
is c/o First Merchants Corporation, 200 East Jackson Street, Post Office Box
792, Muncie, Indiana 47308, Attention: Larry R. Helms, Esq., Senior Vice
President & General Counsel.

     2.3 Initial Contribution of Trust Property; Organizational Expenses.

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

     2.4 Issuance of the Preferred Securities.

     The Depositor and an Administrative Trustee, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2 and deliver in accordance with the
Underwriting Agreement, Preferred Securities Certificates, registered in the
name of Persons entitled thereto in an aggregate amount of [_______] Preferred
Securities having an aggregate Liquidation Amount of $[________] against receipt
of the aggregate purchase price of


                                      -10-
<PAGE>

such Preferred Securities of $[________], which amount such Administrative
Trustee shall promptly deliver to the Property Trustee. If the underwriters
exercise their over-allotment option and there is an Option Closing Date (as
such term is defined in the Underwriting Agreement), then an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2
and deliver in accordance with the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the Persons entitled thereto in an
aggregate amount of up to [_____] Preferred Securities having an aggregate
Liquidation Amount of up to $[_______] against receipt of the aggregate purchase
price of such Preferred Securities of up to $[_______], which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.

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

          (a)  Contemporaneously with the execution and delivery of this Trust
               Agreement, an Administrative Trustee, on behalf of the Trust,
               shall execute in accordance with Section 5.2 and deliver to the
               Depositor, Common Securities Certificates, registered in the name
               of the Depositor, in an aggregate amount of Common Securities
               having an aggregate Liquidation Amount of $[_______] against
               payment by the Depositor of such amount. Contemporaneously
               therewith, an Administrative Trustee, on behalf of the Trust,
               shall subscribe to and purchase from the Depositor Debentures,
               registered in the name of the Property Trustee on behalf of the
               Trust and having an aggregate principal amount equal to
               $[________], and, in satisfaction of the purchase price for such
               Debentures, the Property Trustee, on behalf of the Trust, shall
               deliver to the Depositor the sum of $[________].

          (b)  If the underwriters exercise their over-allotment option and
               there is an Option Closing Date, then an Administrative Trustee,
               on behalf of the Trust, shall execute in accordance with Section
               5.2 and deliver to the Depositor, Common Securities Certificates,
               registered in the name of the Depositor, in an additional
               aggregate amount of Common Securities having an aggregate
               Liquidation Amount of up to $[_____] against payment by the
               Depositor of such amount. Contemporaneously therewith, an
               Administrative Trustee, on behalf of the Trust, shall subscribe
               to and purchase from the Depositor, additional Debentures,
               registered in the name of the Trust and having an aggregate
               principal amount of up to $[_______], and, in satisfaction of the
               purchase price of such Debentures, the Property Trustee, on
               behalf of the Trust, shall deliver to the Depositor up to
               $[_______], such aggregate amount to be equal to the sum of the
               amounts received from the Depositor pursuant to Section 2.5(b)
               and from one of the Administrative Trustees pursuant to the last
               sentence of Section 2.4.

     2.6 Declaration of Trust.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities and use the proceeds from such sale to acquire the Debentures;
and (b) to engage in those activities


                                      -11-
<PAGE>

necessary, advisable or incidental thereto. The Depositor hereby appoints the
Trustees as trustees of the Trust, to have all the rights, powers and duties to
the extent set forth herein, and the Trustees hereby accept such appointment.
The Property Trustee hereby declares that it shall hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Business Trust Act.

     2.7 Authorization to Enter into Certain Transactions.

          (a)  The Trustees shall conduct the affairs of the Trust in accordance
               with the terms of this Trust Agreement. Subject to the
               limitations set forth in paragraph (b) of this Section 2.7 and
               Article VIII, and in accordance with the following provisions (i)
               and (ii), the Administrative Trustees shall have the authority to
               enter into all transactions and agreements determined by the
               Administrative Trustees to be appropriate in exercising the
               authority, express or implied, otherwise granted to the
               Administrative Trustees under this Trust Agreement, and to
               perform all acts in furtherance thereof, including without
               limitation, the following:

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

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

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

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

                    (D)  assisting in the listing of the Preferred Securities
                         upon The Nasdaq National Market or such securities
                         exchange or exchanges as shall be determined by the
                         Depositor, the


                                      -12-
<PAGE>

                         registration of the Preferred Securities under the
                         Exchange Act, the compliance with the listing
                         requirements of The Nasdaq National Market or the
                         applicable securities exchanges and the preparation and
                         filing of all periodic and other reports and other
                         documents pursuant to the foregoing;

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

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

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

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

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

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

                    (A)  the establishment of the Payment Account;

                    (B)  the receipt of the Debentures;

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



                                      -13-
<PAGE>

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

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

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

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

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

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

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

                    (K)  except as otherwise provided in this Section
                         2.7(a)(ii), the Property Trustee shall have none of the
                         duties, liabilities, powers or the authority of the
                         Administrative Trustees set forth in Section 2.7(a)(i).

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


                                      -14-
<PAGE>

               Persons at any time claiming any Lien on any of the Trust
               Property adverse to the interest of the Trust or the
               Securityholders in their capacity as Securityholders.

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

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

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

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

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

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

          (d)  Notwithstanding anything herein to the contrary, the Trustees are
               authorized and directed to conduct the affairs of the Trust and
               to operate the Trust so that the Trust shall not be deemed to be
               an "investment company" required to be registered under the
               Investment Company Act, shall be classified as a "grantor trust"
               and not as an association taxable as


                                      -15-
<PAGE>

               a corporation for United States federal income tax purposes and
               so that the Debentures shall be treated as indebtedness of the
               Depositor for United States federal income tax purposes. In this
               connection, subject to Section 10.2, the Depositor and the
               Administrative Trustees are authorized to take any action, not
               inconsistent with applicable law or this Trust Agreement, that
               each of the Depositor and the Trustees determines in their
               discretion to be necessary or desirable for such purposes.

     2.8 Assets of Trust.

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

     2.9 Title to Trust Property.

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

                                  ARTICLE III

                                 PAYMENT ACCOUNT

     3.1 Payment Account.

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

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


                                      -16-
<PAGE>

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

     4.1 Distributions.

          (a)  Distributions on the Trust Securities shall be cumulative, and
               shall accumulate whether or not there are funds of the Trust
               available for the payment of Distributions. Distributions shall
               accumulate from [________________], and, except during any
               Extended Interest Payment Period with respect to the Debentures,
               shall be payable quarterly in arrears on the last calendar day of
               March, June, September and December of each year, commencing on
               [_______________]. If any date on which a Distribution is
               otherwise payable on the Trust Securities is not a Business Day,
               then the payment of such Distribution shall be made on the next
               succeeding day that is a Business Day (and without any interest
               or other payment in respect of any such delay) except that, if
               such Business Day is in the next succeeding calendar year, such
               payment shall be made on the immediately preceding Business Day
               (and without any reduction of interest or any other payment in
               respect of any such acceleration), in each case with the same
               force and effect as if made on such date (each date on which
               distributions are payable in accordance with this Section 4.1(a),
               a "Distribution Date").

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

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

          (d)  Distributions on the Trust Securities with respect to a
               Distribution Date shall be payable to the Holders thereof as they
               appear on the Securities Register for the Trust Securities on the
               relevant record date, which shall be the 15th day of March, June,
               September or December for Distributions


                                      -17-
<PAGE>

               payable on the last calendar day of the respective month;
               provided, however, that for any Trust Securities held in global
               form, Distributions shall be payable to the Holder thereof as of
               one Business Day immediately preceding the Distribution Date.

     4.2 Redemption.

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

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

               (i)  the Redemption Date;

               (ii) the Redemption Price;

              (iii) the CUSIP number;

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

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

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

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

          (d)  If the Property Trustee gives a notice of redemption in respect
               of any Preferred Securities, then, by 12:00 noon, New York City
               time, on the Redemption Date, the Property Trustee, subject to
               Section 4.2(c), shall,


                                      -18-
<PAGE>

               with respect to Preferred Securities held in global form, deposit
               with the Clearing Agency for such Preferred Securities, to the
               extent available therefor, funds sufficient to pay the applicable
               Redemption Price and will give such Clearing Agency irrevocable
               instructions and authority to pay the Redemption Price to the
               Holders of the Preferred Securities. With respect to Trust
               Securities that are not held in global form, the Property
               Trustee, subject to Section 4.2(c), shall deposit with the Paying
               Agent funds sufficient to pay the applicable Redemption Price and
               shall give the Paying Agent irrevocable instructions and
               authority to pay the Redemption Price to the record holders
               thereof upon surrender of their Preferred Securities
               Certificates. Notwithstanding the foregoing, Distributions
               payable on or prior to the Redemption Date for any Trust
               Securities called for redemption shall be payable to the Holders
               of such Trust Securities as they appear on the Securities
               Register for the Trust Securities on the relevant record dates
               for the related Distribution Dates. If notice of redemption shall
               have been given and funds deposited as required, then upon the
               date of such deposit, (i) all rights of Securityholders holding
               Trust Securities so called for redemption shall cease, except the
               right of such Securityholders to receive the Redemption Price,
               but without interest and (ii) such Trust Securities shall cease
               to be Outstanding. In the event that any date on which any
               Redemption Price is payable is not a Business Day, then payment
               of the Redemption Price payable on such date shall be made on the
               next succeeding day that is a Business Day (and without any
               interest or other payment in respect of any such delay) except
               that, if such Business Day is in the next succeeding calendar
               year, such payment shall be made on the immediately preceding
               Business Day (and without any reduction of interest or any other
               payment in respect of any such acceleration), in each case with
               the same force and effect as if made on such date. In the event
               that payment of the Redemption Price in respect of any Trust
               Securities called for redemption is improperly withheld or
               refused and not paid either by the Trust or by the Depositor
               pursuant to the Guarantee, Distributions on such Trust Securities
               shall continue to accumulate, at the then applicable rate, from
               the Redemption Date originally established by the Trust for such
               Trust Securities to the date such Redemption Price is actually
               paid, in which case the actual payment date shall be the date
               fixed for redemption for purposes of calculating the Redemption
               Price.

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

          (f)  Subject to Section 4.3(a), if less than all the Outstanding Trust
               Securities are to be redeemed on a Redemption Date, then the
               aggregate Liquidation Amount of Trust Securities to be redeemed
               shall be allocated on a pro rata basis (based on Liquidation
               Amounts) among the Common Securities and


                                      -19-
<PAGE>

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

     4.3 Subordination of Common Securities.

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



                                      -20-
<PAGE>

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

     4.4 Payment Procedures.

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

     4.5 Tax Returns and Reports.

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

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

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



                                      -21-
<PAGE>

     4.7 Payments Under Indenture.

     Any amount payable hereunder to any Holder of Preferred Securities shall be
reduced by the amount of any corresponding payment such Holder has directly
received under the Indenture pursuant to Section 5.13(b) or (c) hereof.

                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

     5.1 Initial Ownership.

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

     5.2 The Trust Securities Certificates.

     The Preferred Securities Certificates shall be issued in minimum
denominations of the Liquidation Amount and integral multiples of the
Liquidation Amount in excess thereof, and the Common Securities Certificates
shall be issued in denominations of the Liquidation Amount and multiples thereof
(which may, in the case of the Common Securities, include fractional amounts).
The Trust Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of at least one Administrative Trustee. Trust
Securities Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefits of this Trust Agreement, notwithstanding that such individuals
or any of them shall have ceased to be so authorized prior to the delivery of
such Trust Securities Certificates or did not hold such offices at the date of
delivery of such Trust Securities Certificates. A transferee of a Trust
Securities Certificate shall become a Securityholder, and shall be entitled to
the rights and subject to the obligations of a Securityholder hereunder, upon
due registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 5.4, 5.11 and 5.13.

     5.3 Execution, Authentication and Delivery of Trust Securities
Certificates.

          (a)  On the Closing Date and on any Option Closing Date, the
               Administrative Trustees shall cause Trust Securities
               Certificates, in an aggregate Liquidation Amount as provided in
               Sections 2.4 and 2.5, to be executed on behalf of the Trust by at
               least one of the Administrative Trustees and delivered to or upon
               the written order of the Depositor, signed by its Chief Executive
               Officer, President, any Vice President or its Treasurer without
               further corporate action by the Depositor, in authorized
               denominations.

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


                                      -22-
<PAGE>

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

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

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

     5.3A. Global Preferred Security.

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

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

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


                                      -23-
<PAGE>

               to Section 5.4(b) and as otherwise provided in this Article V,
               authenticate and deliver any Preferred Securities issuable in
               exchange for such Global Preferred Security (or any portion
               thereof) in accordance with the instructions of the Clearing
               Agency. The Property Trustee shall not be liable for any delay in
               delivery of such instructions and may conclusively rely on, and
               shall be fully protected in relying on, such instructions.

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

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

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

     5.4 Registration of Transfer and Exchange of Preferred Securities
Certificates.

          (a)  The Depositor shall keep or cause to be kept, at the office or
               agency maintained pursuant to Section 5.8, a register or
               registers for the purpose of registering Trust Securities
               Certificates and, subject to the provisions of Section 5.3A,
               transfers and exchanges of Preferred Securities Certificates
               (herein referred to as the "Securities Register") in which the
               registrar designated by the Depositor (the "Securities
               Registrar"), subject to such reasonable regulations as it may
               prescribe, shall provide for the registration of Preferred
               Securities Certificates and Common Securities Certificates
               (subject to Section 5.10 in the case of the Common Securities
               Certificates) and registration of transfers and exchanges of
               Preferred


                                      -24-
<PAGE>

               Securities Certificates as herein provided. The Property Trustee
               shall be the initial Securities Registrar.

          (b)  Subject to the provisions of Section 5.3A, upon surrender for
               registration of transfer of any Preferred Securities Certificate
               at the office or agency maintained pursuant to Section 5.8, the
               Administrative Trustees or any one of them shall execute and
               deliver, in the name of the designated transferee or transferees,
               one or more new Preferred Securities Certificates in authorized
               denominations of a like aggregate Liquidation Amount dated the
               date of execution by such Administrative Trustee or Trustees. The
               Securities Registrar shall not be required to register the
               transfer of any Preferred Securities that have been called for
               redemption. At the option of a Holder, Preferred Securities
               Certificates may be exchanged for other Preferred Securities
               Certificates in authorized denominations of the same class and of
               a like aggregate Liquidation Amount upon surrender of the
               Preferred Securities Certificates to be exchanged at the office
               or agency maintained pursuant to Section 5.8.

          (c)  Every Preferred Securities Certificate presented or surrendered
               for registration of transfer or exchange, subject to the
               provisions of Section 5.3A, shall be accompanied by a written
               instrument of transfer in form satisfactory to the Property
               Trustee and the Securities Registrar duly executed by the Holder
               or his attorney duly authorized in writing. Each Preferred
               Securities Certificate surrendered for registration of transfer
               or exchange shall be canceled and subsequently disposed of by the
               Property Trustee in accordance with its customary practice. The
               Trust shall not be required to (i) issue, register the transfer
               of, or exchange any Preferred Securities during a period
               beginning at the opening of business 15 calendar days before the
               date of mailing of a notice of redemption of any Preferred
               Securities called for redemption and ending at the close of
               business on the day of such mailing; or (ii) register the
               transfer of or exchange any Preferred Securities so selected for
               redemption, in whole or in part, except the unredeemed portion of
               any such Preferred Securities being redeemed in part.

          (d)  No service charge shall be made for any registration of transfer
               or exchange of Preferred Securities Certificates, subject to the
               provisions of Section 5.3A, but the Securities Registrar may
               require payment of a sum sufficient to cover any tax or
               governmental charge that may be imposed in connection with any
               transfer or exchange of Preferred Securities Certificates.

          (e)  Preferred Securities may only be transferred, in whole or in
               part, in accordance with the terms and conditions set forth in
               this Trust Agreement. To the fullest extent permitted by law, any
               transfer or purported transfer of any Preferred Security not made
               in accordance with this Trust Agreement shall be null and void. A
               Preferred Security that is


                                      -25-
<PAGE>

               not a Global Preferred Security may be transferred, in whole or
               in part, to a Person who takes delivery in the form of another
               Preferred Security that is not a Global Preferred Security as
               provided in Section 5.4(a). A beneficial interest in a Global
               Preferred Security may be exchanged for a Preferred Security that
               is not a Global Preferred Security only as provided in Section
               5.3A.

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

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate; and (b) there shall be delivered to the Securities Registrar and
the Administrative Trustees such security or indemnity as may be required by
them to save each of them harmless, then in the absence of notice that such
Trust Securities Certificate shall have been acquired by a protected purchaser,
the Administrative Trustees, or any one of them, on behalf of the Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section 5.5, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith. Any duplicate Trust Securities Certificate issued
pursuant to this Section 5.5 shall constitute conclusive evidence of an
undivided beneficial interest in the assets of the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

     5.6 Persons Deemed Securityholders.

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

     5.7 Access to List of Securityholders' Names and Addresses.

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


                                      -26-
<PAGE>

Trust Indenture Act. Each Holder, by receiving and holding a Trust Securities
Certificate, and each owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee or the Administrative Trustees accountable by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.

     5.8 Maintenance of Office or Agency.

     The Administrative Trustees shall maintain, or cause to be maintained, in
Wilmington, Delaware, or other location designated by the Administrative
Trustees, an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Administrative Trustees initially
designate the Corporate Trust Office of the Property Trustee, One Rodney Square,
920 King Street, Suite 102, Wilmington, Delaware 19801, Attention: Corporate
Trust Trustee Administration, as the principal corporate trust office for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.

     5.9 Appointment of Paying Agent.

     The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee must be acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Property Trustee shall
no longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor that is acceptable to the Property Trustee and the Depositor to act as
Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent shall hold all sums, if any, held by it for payment
to the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and, upon removal of a
Paying Agent, such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 shall apply to
the Property Trustee also in its role as Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other Paying Agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.



                                      -27-
<PAGE>

     5.10 Ownership of Common Securities by Depositor.

     On the Closing Date and on any Option Closing Date, the Depositor shall
acquire and retain beneficial and record ownership of the Common Securities. To
the fullest extent permitted by law, any attempted transfer of the Common
Securities (other than a transfer in connection with a merger or consolidation
of the Depositor into another corporation pursuant to Section 9.1 of the
Indenture) shall be void. The Administrative Trustees shall cause each Common
Securities Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT (AS
DEFINED BELOW)."

     5.11 Trust Securities Certificates.

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

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

     5.12 Notices to Clearing Agency.

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

     5.13 Rights of Securityholders.

          (a)  The legal title to the Trust Property is vested exclusively in
               the Property Trustee (in its capacity as such) in accordance with
               Section 2.9, and the Securityholders shall not have any right or
               title therein other than the undivided beneficial interest in the
               assets of the Trust conferred by their Trust Securities and they
               shall have no right to call for any partition or division of
               property, profits or rights of the Trust except as described
               below. The Trust Securities shall be personal property giving
               only the rights specifically set forth therein and in this Trust
               Agreement. The Trust Securities shall have no preemptive or
               similar rights. When issued and


                                      -28-
<PAGE>

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

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

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

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

     6.1 Limitations on Voting Rights.

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

          (b)  So long as any Debentures are held by the Property Trustee on
               behalf of the Trust, the Trustees shall not (i) direct the time,
               method and place of conducting any proceeding for any remedy
               available to the Debenture Trustee, or executing any trust or
               power conferred on the Debenture


                                      -29-
<PAGE>

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

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

     6.2 Notice of Meetings.

     Notice of all meetings of the Preferred Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each Preferred Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered


                                      -30-
<PAGE>

whether or not stated in the notice of the meeting. Any adjourned meeting may be
held as adjourned without further notice.

     6.3 Meetings of Preferred Securityholders.

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

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

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

     6.4 Voting Rights.

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

     6.5 Proxies, etc.

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


                                      -31-
<PAGE>

proving invalidity shall rest on the challenger. No proxy shall be valid more
than three years after its date of execution.

     6.6 Securityholder Action by Written Consent.

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

     6.7 Record Date for Voting and Other Purposes.

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

     6.8 Acts of Securityholders.

          (a)  Any request, demand, authorization, direction, notice, consent,
               waiver or other action provided or permitted by this Trust
               Agreement to be given, made or taken by Securityholders may be
               embodied in and evidenced by one or more instruments of
               substantially similar tenor signed by such Securityholders in
               person or by an agent duly appointed in writing; and, except as
               otherwise expressly provided herein, such action shall become
               effective when such instrument or instruments are delivered to an
               Administrative Trustee. Such instrument or instruments (and the
               action embodied therein and evidenced thereby) are herein
               sometimes referred to as the "Act" of the Securityholders signing
               such instrument or instruments. Proof of execution of any such
               instrument or of a writing appointing any such agent shall be
               sufficient for any purpose of this Trust Agreement and (subject
               to Section 8.1) conclusive in favor of the Trustees, if made in
               the manner provided in this Section 6.8.

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


                                      -32-
<PAGE>

               or writing, or the authority of the Person executing the same,
               may also be proved in any other manner which any Trustee
               receiving the same deems sufficient.

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

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

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

     6.9 Inspection of Records.

     Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection at the principal
executive office of the Trust (as indicated in Section 2.2) by Holders of the
Trust Securities during normal business hours for any purpose reasonably related
to such Holder's interest as a Holder.

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

     7.1 Representations and Warranties of the Bank.

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

          (a)  the Bank is duly organized, validly existing and in good standing
               under the federal laws of the United States of America and has
               its principal place of business in Delaware as required by
               Section 3807(a) of the Delaware Business Trust Act;

          (b)  the Bank has full corporate power, authority and legal right to
               execute, deliver and perform its obligations under this Trust
               Agreement and has


                                      -33-
<PAGE>

               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 Bank and constitutes the valid and legally
               binding agreement of the Bank enforceable against it in
               accordance with its terms, subject to bankruptcy, insolvency,
               fraudulent transfer, reorganization, moratorium and similar laws
               of general applicability relating to or affecting creditors,
               rights and to general equity principles;

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

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

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

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



                                      -34-
<PAGE>

     7.2 [RESERVED]

     7.3 Representations and Warranties of Depositor.

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

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

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

                                  ARTICLE VIII

                                    TRUSTEES

     8.1 Certain Duties and Responsibilities.

          (a)  The duties and responsibilities of the Trustees shall be as
               provided by this Trust Agreement and, in the case of the Property
               Trustee, by the Trust Indenture Act. Notwithstanding the
               foregoing, no provision of this Trust Agreement shall require the
               Trustees to expend or risk their own funds or otherwise incur any
               financial liability in the performance of any of their duties
               hereunder, or in the exercise of any of their rights or powers,
               if they shall have reasonable grounds for believing that
               repayment of such funds or adequate indemnity against such risk
               or liability is not reasonably assured to it. No Administrative
               Trustee nor the Delaware Trustee shall be liable for its act or
               omissions hereunder except as a result of its own gross
               negligence or willful misconduct. The Property Trustee's
               liability shall be determined under the Trust Indenture Act.
               Whether or not therein expressly so provided, every provision of
               this Trust Agreement relating to the conduct or affecting the
               liability of or affording protection to the Trustees shall be
               subject to the provisions of this Section 8.1. To the extent
               that, at law or in equity, the Delaware Trustee or an
               Administrative Trustee has duties (including fiduciary duties)
               and liabilities relating thereto to the Trust or to the
               Securityholders, the Delaware Trustee or such Administrative
               Trustee shall not be liable to the Trust or to any Securityholder
               for such Trustee's good faith reliance on the provisions of this
               Trust Agreement. The provisions of this Trust Agreement, to the
               extent that they restrict the duties and liabilities of the
               Delaware Trustee or


                                      -35-
<PAGE>

               the Administrative Trustees otherwise existing at law or in
               equity, are agreed by the Depositor and the Securityholders to
               replace such other duties and liabilities of the Delaware Trustee
               or the Administrative Trustees, as the case may be.

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

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

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

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

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

               (iv) the Property Trustee shall not be liable for any interest on
                    any money received by it except as it may otherwise agree
                    with the


                                      -36-
<PAGE>

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

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

     8.2 Certain Notices.

          (a)  Within five Business Days after the occurrence of any Event of
               Default actually known to the Property Trustee, the Property
               Trustee shall transmit, in the manner and to the extent provided
               in Section 10.8, notice of such Event of Default to the
               Securityholders, the Administrative Trustees and the Depositor,
               unless such Event of Default shall have been cured or waived. For
               purposes of this Section 8.2 the term "Event of Default" means
               any event that is, or after notice or lapse of time or both would
               become, an Event of Default.

          (b)  The Administrative Trustees shall transmit, to the
               Securityholders in the manner and to the extent provided in
               Section 10.8, notice of the Depositor's election to begin or
               further extend an Extended Interest Payment Period on the
               Debentures (unless such election shall have been revoked) and of
               any election by the Depositor to accelerate the Maturity Date of
               the Debentures, as defined in the Indenture, within the time
               specified for transmitting such notice to the holders of the
               Debentures pursuant to the Indenture as originally executed.

     8.3 Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

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

          (b)  if (i) in performing its duties under this Trust Agreement, the
               Property Trustee is required to decide between alternative
               courses of action; or (ii) in construing any of the provisions of
               this Trust Agreement, the


                                      -37-
<PAGE>

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

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

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

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

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



                                      -38-
<PAGE>

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

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

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

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

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


                                      -39-
<PAGE>

               shall be unqualified or incompetent in accordance with applicable
               law, to perform any such act or acts, or to exercise any such
               right, power, duty or obligation. No permissive power or
               authority available to the Property Trustee shall be construed to
               be a duty.

     8.4 Not Responsible for Recitals or Issuance of Securities.

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

     8.5 May Hold Securities.

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

     8.6 Compensation; Indemnity; Fees.

     The Depositor agrees:

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

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

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


                                      -40-
<PAGE>

               willful misconduct for (or, in the case of the Administrative
               Trustees or the Delaware Trustee, any such expense, disbursement
               or advance as may be attributable to its, his or her gross
               negligence, bad faith or willful misconduct).

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

     8.7 Corporate Property Trustee Required; Eligibility of Trustees.

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

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

          (c)  There shall at all times be a Delaware Trustee with respect to
               the Trust Securities. The Delaware Trustee shall either be (i) a
               natural person who is at least 21 years of age and a resident of
               the State of Delaware; or (ii) a legal entity with its principal
               place of business in the State of Delaware and that otherwise
               meets the requirements of applicable Delaware law that shall act
               through one or more persons authorized to bind such entity.

     8.8 Conflicting Interests.

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

     8.9 Co-Trustees and Separate Trustee.

          (a)  Unless a Debenture Event of Default shall have occurred and be
               continuing, at any time or times, for the purpose of meeting the
               legal


                                      -41-
<PAGE>

               requirements of the Trust Indenture Act or of any jurisdiction in
               which any part of the Trust Property may at the time be located,
               the Depositor shall have power to appoint, and upon the written
               request of the Property Trustee, the Depositor shall for such
               purpose join with the Property Trustee in the execution, delivery
               and performance of all instruments and agreements necessary or
               proper to appoint, one or more Persons approved by the Property
               Trustee either to act as co-trustee, jointly with the Property
               Trustee, of all or any part of such Trust Property, or to the
               extent required by law to act as separate trustee of any such
               property, in either case with such powers as may be provided in
               the instrument of appointment, and to vest in such Person or
               Persons in the capacity aforesaid, any property, title, right or
               power deemed necessary or desirable, subject to the other
               provisions of this Section 8.9. If the Depositor does not join in
               such appointment within 15 days after the receipt by it of a
               request so to do, or in case a Debenture Event of Default has
               occurred and is continuing, the Property Trustee alone shall have
               power to make such appointment. Any co-trustee or separate
               trustee appointed pursuant to this Section 8.9 shall either be
               (i) a natural person who is at least 21 years of age and a
               resident of the United States; or (ii) a legal entity with its
               principal place of business in the United States that shall act
               through one or more persons authorized to bind such entity.

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

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

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

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


                                      -42-
<PAGE>

                    Property Trustee shall be incompetent or unqualified to
                    perform such act, in which event such rights, powers, duties
                    and obligations shall be exercised and performed by such
                    co-trustee or separate trustee.

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

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

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

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

     8.10 Resignation and Removal; Appointment of Successor.

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

          (b)  Subject to the immediately preceding paragraph, the Relevant
               Trustee may resign at any time with respect to the Trust
               Securities by giving written notice thereof to the
               Securityholders. If the instrument of acceptance by the successor
               Trustee required by Section 8.11 shall not have been delivered to
               the Relevant Trustee within 30 days after the giving of such
               notice of resignation, the Relevant Trustee may petition, at the
               expense of the Depositor, any court of competent jurisdiction for
               the appointment of a successor Relevant Trustee with respect to
               the Trust Securities.



                                      -43-
<PAGE>

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

          (d)  If any Trustee shall resign, be removed or become incapable of
               acting as Trustee, or if a vacancy shall occur in the office of
               any Trustee for any cause, at a time when no Debenture Event of
               Default shall have occurred and be continuing, the Common
               Securityholder, by Act of the Common Securityholder delivered to
               the retiring Trustee, shall promptly appoint a successor Trustee
               or Trustees with respect to the Trust Securities and the Trust,
               and the successor Trustee shall comply with the applicable
               requirements of Section 8.11. If the Property Trustee or the
               Delaware Trustee shall resign, be removed or become incapable of
               continuing to act as the Property Trustee or the Delaware
               Trustee, as the case may be, at a time when a Debenture Event of
               Default shall have occurred and is continuing, the Preferred
               Securityholders, by Act of the Securityholders of a majority in
               Liquidation Amount of the Preferred Securities then Outstanding
               delivered to the retiring Relevant Trustee, shall promptly
               appoint a successor Relevant Trustee or Trustees with respect to
               the Trust Securities and the Trust, and such successor Trustee
               shall comply with the applicable requirements of Section 8.11. If
               an Administrative Trustee shall resign, be removed or become
               incapable of acting as Administrative Trustee, at a time when a
               Debenture Event of Default shall have occurred and be continuing,
               the Common Securityholder, by Act of the Common Securityholder
               delivered to an Administrative Trustee, shall promptly appoint a
               successor Administrative Trustee or Administrative Trustees with
               respect to the Trust Securities and the Trust, and such successor
               Administrative Trustee or Administrative Trustees shall comply
               with the applicable requirements of Section 8.11. If no successor
               Relevant Trustee with respect to the Trust Securities shall have
               been so appointed by the Common Securityholder or the Preferred
               Securityholders and accepted appointment in the manner required
               by Section 8.11, any Securityholder who has been a Securityholder
               of Trust Securities on behalf of himself and all others similarly
               situated may petition a court of competent jurisdiction for the
               appointment Trustee with respect to the Trust Securities.

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

                                      -44-
<PAGE>

               successor Relevant Trustee and the address of its Corporate Trust
               office if it is the Property Trustee.

          (f)  Notwithstanding the foregoing or any other provision of this
               Trust Agreement, in the event any Administrative Trustee or a
               Delaware Trustee who is a natural person dies or becomes, in the
               opinion of the Depositor, incompetent or incapacitated, the
               vacancy created by such death, incompetence or incapacity may be
               filled by (a) the unanimous act of remaining Administrative
               Trustees if there are at least two of them; or (b) otherwise by
               the Depositor (with the successor in each case being a Person who
               satisfies the eligibility requirement for Administrative Trustees
               set forth in Section 8.7).

     8.11 Acceptance of Appointment by Successor.

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

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

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



                                      -45-
<PAGE>

     8.12 Merger, Conversion, Consolidation or Succession to Business.

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

     8.13 Preferential Collection of Claims Against Depositor or Trust.

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

     8.14 Reports by Property Trustee.

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

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

     8.15 Reports to the Property Trustee.

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

     8.16 Evidence of Compliance with Conditions Precedent.

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



                                      -46-
<PAGE>

     8.17 Number of Trustees.

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

          (b)  If a Trustee ceases to hold office for any reason and the number
               of Administrative Trustees is not reduced pursuant to Section
               8.17(a), or if the number of Trustees is increased pursuant to
               Section 8.17(a), a vacancy shall occur. The vacancy shall be
               filled with a Trustee appointed in accordance with Section 8.10.

          (c)  The death, resignation, retirement, removal, bankruptcy,
               incompetence or incapacity to perform the duties of a Trustee
               shall not operate to annul the Trust. Whenever a vacancy in the
               number of Administrative Trustees shall occur, until such vacancy
               is filled by the appointment of an Administrative Trustee in
               accordance with Section 8.10, the Administrative Trustees in
               office, regardless of their number (and notwithstanding any other
               provision of this Agreement), shall have all the powers granted
               to the Administrative Trustees and shall discharge all the duties
               imposed upon the Administrative Trustees by this Trust Agreement.

     8.18 Delegation of Power.

          (a)  Any Administrative Trustee may, by power of attorney consistent
               with applicable law, delegate to any other natural person over
               the age of 21 his or her power for the purpose of executing any
               documents contemplated in Section 2.7(a); and

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

     8.19 Voting.

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



                                      -47-
<PAGE>

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

     9.1 Termination Upon Expiration Date.

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

     9.2 Early Termination.

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

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

          (b)  delivery of written direction to the Property Trustee by the
               Depositor at any time (which direction is wholly optional and
               within the discretion of the Depositor, subject to Depositor
               having received prior approval of the Board of Governors of the
               Federal Reserve System if so required under applicable
               guidelines, policies or regulations thereof) to dissolve the
               Trust and distribute the Debentures to Securityholders in
               exchange for the Preferred Securities in accordance with Section
               9.4;

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

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

     9.3 Termination.

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

     9.4 Liquidation.

          (a)  If an Early Termination Event specified in clause (a), (b), or
               (d) of Section 9.2 occurs or upon the Expiration Date, the Trust
               shall be liquidated by the Trustees as expeditiously as the
               Trustees determine to be


                                      -48-
<PAGE>

               possible by distributing, after satisfaction of liabilities to
               creditors of the Trust as provided by applicable law, to each
               Securityholder a Like Amount of Debentures, subject to Section
               9.4(d). Notice of liquidation shall be given by the Property
               Trustee by first-class mail, postage prepaid, mailed not later
               than 30 nor more than 60 days prior to the Liquidation Date to
               each Holder of Trust Securities at such Holder's address
               appearing in the Securities Register. All notices of liquidation
               shall:

               (i)  state the Liquidation Date;

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

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

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

          (c)  Except where Section 9.2(c) or 9.4(d) applies, after the
               Liquidation Date, (i) the Trust Securities shall no longer be
               deemed to be outstanding; (ii) certificates representing a Like
               Amount of Debentures shall be issued to Holders of Trust
               Securities Certificates upon surrender of such certificates to
               the Administrative Trustees or their agent for exchange; (iii)
               the Depositor shall use its reasonable efforts to have the
               Debentures listed on the Nasdaq National Market or on such other
               securities exchange or other organization as the Preferred
               Securities are then listed or traded; (iv) any Trust Securities
               Certificates not so surrendered for exchange shall be deemed to
               represent a Like Amount of Debentures, accruing interest at the
               rate provided for in the Debentures from the last Distribution
               Date on which a Distribution was made on such Trust Securities
               Certificates until such certificates are so surrendered (and
               until such certificates are so surrendered, no payments of
               interest or principal shall be made to Holders of Trust
               Securities Certificates with respect to such Debentures); and (v)
               all rights of Securityholders holding Trust Securities shall
               cease,


                                      -49-
<PAGE>

               except the right of such Securityholders to receive Debentures
               upon surrender of Trust Securities Certificates.

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

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

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Section 9.5. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any state; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities; or (b) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise; (ii) the
Depositor expressly appoints a trustee of such successor entity possessing
substantially the same powers and duties as the Property Trustee as the holder
of the Debentures; (iii) the Successor Securities are listed or traded, or any
Successor Securities shall be listed or traded upon notification of issuance, on
any national securities exchange or other organization on which the Preferred
Securities are then listed, if any; (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Preferred
Securities (including any


                                      -50-
<PAGE>

Successor Securities) in any material respect; (v) such successor entity has a
purpose substantially identical to that of the Trust; (vi) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect; and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity shall be required to register as an "investment company" under the
Investment Company Act; and (vii) the Depositor owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee, the Debentures, this Trust Agreement and the Expense
Agreement. For purposes of this Section 9.5, any such consolidation, merger,
sale, conveyance, transfer or other disposition as a result of which (a) the
Depositor is not the surviving Person, and (b) the same Person is not both (i)
the primary obligor in respect of the Debentures and (ii) the Guarantor under
that certain Preferred Securities Guarantee Agreement of even date herewith (the
"Guarantee") between the Depositor and First Union Trust Company, National
Association, shall be deemed to constitute a replacement of the Trust by a
successor entity; provided further that, notwithstanding the foregoing, in the
event that upon the consummation of such a consolidation, merger, sale,
conveyance, transfer or other disposition, the parent company (if any) of the
Depositor, or its successor, is a bank holding company or financial holding
company or comparably regulated financial institution, such parent company shall
guarantee the obligations of the Trust (and any successor thereto) under the
Preferred Securities (including any Successor Securities) at least to the extent
provided by the Guarantee, the Debentures, the Trust Agreement and the Expense
Agreement. Notwithstanding the foregoing, the Trust shall not, except with the
consent of holders of 100% in Liquidation Amount of the Preferred Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any
other Person or permit any other Person to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified as
other than a grantor trust for United States federal income tax purposes.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

     10.1 Limitation of Rights of Securityholders.

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



                                      -51-
<PAGE>

     10.2 Amendment.

          (a)  This Trust Agreement may be amended from time to time by the
               Trustees and the Depositor, without the consent of any
               Securityholders, (i) as provided in Section 8.11 with respect to
               acceptance of appointment by a successor Trustee; (ii) to cure
               any ambiguity, correct or supplement any provision herein or
               therein which may be inconsistent with any other provision herein
               or therein, or to make any other provisions with respect to
               matters or questions arising under this Trust Agreement, that
               shall not be inconsistent with the other provisions of this Trust
               Agreement; or (iii) to modify, eliminate or add to any provisions
               of this Trust Agreement to such extent as shall be necessary to
               ensure that the Trust shall be classified for United States
               federal income tax purposes as a grantor trust at all times that
               any Trust Securities are outstanding or to ensure that the Trust
               shall not be required to register as an "investment company"
               under the Investment Company Act; or (iv) to reduce or increase
               the Liquidation Amount per Trust Security and simultaneously to
               correspondingly increase or decrease the number of Trust
               Securities issued and Outstanding solely for the purpose of
               maintaining the eligibility of the Preferred Securities for
               quotation or listing on any national securities exchange or other
               organization on which the Preferred Securities are then quoted or
               listed (including, if applicable, the Nasdaq National Market);
               provided, however, that in the case of clause (ii), such action
               shall not adversely affect in any material respect the interests
               of any Securityholder, and provided further, that in the case of
               clause (iv) the aggregate Liquidation Amount of the Trust
               Securities Outstanding upon completion of any such reduction must
               be the same as the aggregate Liquidation Amount of the Trust
               Securities Outstanding immediately prior to such reduction or
               increase; and any amendments of this Trust Agreement shall become
               effective when notice thereof is given to the Securityholders (or
               in the case of an amendment pursuant to clause (iv), as of the
               date specified in the notice).

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

          (c)  In addition to and notwithstanding any other provision in this
               Trust Agreement, without the consent of each affected
               Securityholder, this Trust Agreement may not be amended to (i)
               change the amount or timing of any


                                      -52-
<PAGE>

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

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

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

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

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

     10.3 Severability.

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

     10.4 Governing Law.

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

     10.5 Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding


                                      -53-
<PAGE>

day which is a Business Day, except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any reduction of interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as though made on the date fixed for such payment, and no
distribution shall accumulate thereon for the period after such date.

     10.6 Successors.

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

     10.7 Headings.

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

     10.8 Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a
Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to First Merchants
Corporation, 200 East Jackson Street, Post Office Box 792, Muncie, Indiana
47308, Attention: Larry R. Helms, Esq., Senior Vice President & General Counsel.
Any notice to Preferred Securityholders shall also be given to such owners as
have, within two years preceding the giving of such notice, filed their names
and addresses with the Property Trustee for that purpose. Such notice, demand or
other communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to One Rodney Square, 920 King Street,
Suite 102, Wilmington, Delaware 19801, Attention: Corporate Trust Trustee
Administration, Attention: Corporate Trust Trustee Administration; (b) with
respect to the Delaware Trustee, to One Rodney Square, 920 King Street, Suite
102, Wilmington, Delaware 19801, Attention: Corporate Trust Trustee
Administration; and (c) with respect to the Administrative Trustees, to them at
the address above for notices to the Depositor, marked "Attention:
Administrative Trustees of First Merchants Corporation Trust [I/II/III]." Such
notice, demand or other communication to or upon the Trust or the Property
Trustee shall be deemed to have been


                                      -54-
<PAGE>

sufficiently given or made only upon actual receipt of the writing by the Trust
or the Property Trustee.

     10.9 Agreement Not to Petition.

     Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code of 1978, as amended) (collectively, "Bankruptcy Laws") or
otherwise join in the commencement of any proceeding against the Trust under any
Bankruptcy Law. In the event the Depositor or any of the Trustees takes action
in violation of this Section 10.9, the Property Trustee agrees, for the benefit
of Securityholders, that at the expense of the Depositor (which expense shall be
paid prior to the filing), it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor or such
Trustee against the Trust or the commencement of such action and raise the
defense that the Depositor or such Trustee has agreed in writing not to take
such action and should be stopped and precluded therefrom. The provisions of
this Section 10.9 shall survive the termination of this Trust Agreement.

     10.10 Trust Indenture Act; Conflict with Trust Indenture Act.

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

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

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

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

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

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


                                      -55-
<PAGE>

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

     10.12 Counterparts.

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

     10.13 Exchange Act Obligations.

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





                             [Signatures to follow.]



                                      -56-
<PAGE>

FIRST MERCHANTS CORPORATION,
as Depositor


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


FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
as Property Trustee and Delaware Trustee


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



----------------------------------------------------------
Michael L. Cox,
as Administrative Trustee


----------------------------------------------------------
Larry R. Helms, Esq.,
as Administrative Trustee


----------------------------------------------------------
Mark K. Hardwick,
as Administrative Trustee





                                      -57-
<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                    FIRST MERCHANTS CAPITAL TRUST [I/II/III]

     This Certificate of Trust is being executed as of December ___, 2001 for
the purposes of organizing a business trust pursuant to the Delaware Business
Trust Act, 12 Del. C.ss.ss.3801 et seq. (the "Act").

     The undersigned hereby certifies as follows:

1.   Name. The name of the business trust is "First Merchants Capital Trust
     [I/II/III]" (the "Trust").

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

     First Union Trust Company, National Association
     One Rodney Square
     920 King Street
     Suite 102
     Wilmington, Delaware 19801
     Attention:  Corporate Trust Trustee Administration

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

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

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
as Delaware Trustee


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


ADMINISTRATIVE TRUSTEE


----------------------------------------------------------
     Michael L. Cox



                                      A-1
<PAGE>

ADMINISTRATIVE TRUSTEE


--------------------------------------------------
     Larry R. Helms, Esq.


ADMINISTRATIVE TRUSTEE


--------------------------------------------------
     Mark K. Hardwick




                                      A-2
<PAGE>

                                                                       EXHIBIT B

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


Certificate Number __                          Number of Common Securities _____

                    Certificate Evidencing Common Securities

                                       of

                    First Merchants Capital Trust [I/II/III]

                                Common Securities
                (liquidation amount $[_____] per Common Security)


     FIRST MERCHANTS CAPITAL TRUST [I/II/III], a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that FIRST MERCHANTS CORPORATION (the "Holder") is the registered owner of
_______________ (__________) common securities of the Trust representing
undivided beneficial interests in the assets of the Trust and designated the
Common Securities (liquidation amount $[_____] per Common Security) (the "Common
Securities"). Except as provided in Section 5.10 of the Trust Agreement (as
defined below), the Common Securities are not transferable, to the fullest
extent permitted below, and any attempted prohibited transfer hereof shall be
void. The designations, rights, privileges, restrictions, preferences, and other
terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall in
all respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement dated as of [______________], as the same may be amended from
time to time (the "Trust Agreement"), including the designation of the terms of
the Common Securities as set forth therein. The Trust shall furnish a copy of
the Trust Agreement to the Holder without charge upon written request to the
Trust at its principal place of business or registered office.

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

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this [___] day of [___________________].

ADMINISTRATIVE TRUSTEE


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



                                      B-1
<PAGE>

                                                                       EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

     AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
[____________], between FIRST MERCHANTS CORPORATION, an Indiana corporation (the
"Company"), and FIRST MERCHANTS CAPITAL TRUST [I/II/III], a Delaware business
trust (the "Trust").

                                    RECITALS

     WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive ____% Junior Subordinated Debentures (the
"Debentures") from, the Company and to issue and sell First Merchants Capital
Trust [I/II/III] [___]% Cumulative Trust Preferred Securities (the "Preferred
Securities") with such powers, preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust Agreement dated as of
[____________], as the same may be amended from time to time (the "Trust
Agreement");

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

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

                                    ARTICLE I

     1.1 Guarantee by the Company.

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

     1.2 Term of Agreement.

     This Agreement shall terminate and be of no further force and effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the Preferred Securities (whether upon redemption,
liquidation, exchange or otherwise); and (b) the date on which there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue
to be


                                      C-1
<PAGE>

effective or shall be reinstated, as the case may be, if at any time any holder
of Preferred Securities or any Beneficiary must restore payment of any sums paid
under the Preferred Securities, under any obligation, under the Preferred
Securities Guarantee Agreement dated the date hereof by the Company and First
Union Trust Company, National Association as guarantee trustee or under this
Agreement for any reason whatsoever. This Agreement is continuing, irrevocable,
unconditional and absolute.

     1.3 Waiver of Notice.

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

     1.4 No Impairment.

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

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

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

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

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

     1.5 Enforcement.

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



                                      C-2
<PAGE>

                                   ARTICLE II

     2.1 Binding Effect.

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

     2.2 Amendment.

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

     2.3 Notices.

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

    If to the Company:    First Merchants Corporation
                          200 East Jackson Street
                          Post Office Box 792
                          Muncie, Indiana 47308
                          Fax:  (765) 741-7283
                          Attention:   Larry R. Helms, Esq.,
                                       Senior Vice President & General Counsel

    If to the Trust:      First Union Trust Company, National Association
                          One Rodney Square
                          920 King Street, Suite 102
                          Wilmington, DE 19801
                          Fax:     (302) 888-7544
                          Attention: Corporate Trust Trustee Administration

     2.4 Governing Law.

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

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

FIRST MERCHANTS CORPORATION

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


                                      C-3
<PAGE>


FIRST MERCHANTS CAPITAL TRUST [I/II/III]


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



                                      C-4
<PAGE>


                                                                       EXHIBIT D

Certificate Number _____                     Number of Preferred Securities_____

                   Certificate Evidencing Preferred Securities
                                       of
                    First Merchants Capital Trust [I/II/III]

                  ______% Cumulative Trust Preferred Securities
               (Liquidation Amount $[____] per Preferred Security)

                                                            CUSIP No. __________

     First Merchants Capital Trust [I/II/III], a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that [________________] (the "Holder") is the registered owner of [_____]
preferred securities of the Trust representing undivided beneficial interests in
the assets of the Trust and designated the [________]% Cumulative Trust
Preferred Securities (liquidation amount $[________] per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this Certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined herein). The
designations, rights, privileges, restrictions, preferences, and other terms and
provisions of the Preferred Securities are set forth in, and this Certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement as of [_____________], as the same may be amended from time to
time (the "Trust Agreement"), including the designation of the terms of
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Preferred Securities Guarantee Agreement entered into by First
Merchants Corporation, an Indiana corporation, and First Union Trust Company,
National Association, as guarantee trustee, dated as of [____________], as the
same may be amended from time to time (the "Guarantee"), to the extent provided
therein. The Trust shall furnish a copy of the Trust Agreement and the Guarantee
to the Holder without charge upon written request to the Trust at its principal
place of business or registered office.

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

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


                                      D-1
<PAGE>

     IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this Certificate this [___] day of [______________________________].

FIRST MERCHANTS CAPITAL TRUST [I/II/III]


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

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

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


                                      D-2
<PAGE>

                                     LEGEND
                           FOR CERTIFICATES EVIDENCING
                        GLOBAL PREFERRED SECURITIES ONLY:

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



                                      D-3
<PAGE>

                        [FORM OF REVERSE OF CERTIFICATE]

     The Trust will furnish without charge to any registered owner of Preferred
Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any
such request should be in writing and addressed to First Merchants Capital Trust
[I/II/III], c/o First Union Trust Company, National Association, One Rodney
Square, 920 King Street, Suite 102, Wilmington, Delaware 19801, Attention:
Corporate Trust Trustee Administration, or to the Registrar named on the face of
this Certificate.

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

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


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

                                   ASSIGNMENT

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





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



(insert address and zip code of assignee)



the within Certificate and all rights and interests represented by the Preferred
Securities evidenced thereby, and hereby irrevocably constitutes and appoints
________________________________________________________________________________
attorney to transfer the said Preferred Securities on the books of the
within-named Trust with full power of substitution in the premises.

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

Signature(s) Guaranteed:


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



                                      D-4
<PAGE>

                                                                       EXHIBIT E

             FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION

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

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
as Authentication Agent and Registrar


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



                                      E-1