EXHIBIT 4.2

                         FIRST MERCHANTS CAPITAL TRUST I

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                          First Merchants Corporation,
                                  as Depositor,

                  Wachovia Trust Company, National Association
      (formerly known as First Union Trust Company, National Association),
                    as Property Trustee and Delaware Trustee,

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                           Dated as of April 17, 2002

<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
         5.3A     Global Preferred Security.....................................................................23
         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
</TABLE>


                                        i
<PAGE>

<TABLE>
<S>                                                                                                            <C>
         6.4      Voting Rights.................................................................................31
         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
</TABLE>


                                       ii
<PAGE>

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

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


                                       ii
<PAGE>

                              CROSS-REFERENCE TABLE
<TABLE>
<S>                                        <C>
Section of
Trust Indenture Act of 1939, as amended    Amended and Restated 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
</TABLE>

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 April 17, 2002,
among (i) FIRST MERCHANTS  CORPORATION,  an Indiana  corporation  (including any
successors or assigns, the "Depositor"),  (ii) WACHOVIA TRUST COMPANY,  NATIONAL
ASSOCIATION (formerly known as 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-
<PAGE>

          (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 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


                                      -2-
<PAGE>

               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 $25 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 Wachovia Trust Company,  National Association and
any successor thereto, as trustee under the Indenture.

     "Debentures"  means up to $54,832,475  principal  amount of the Depositor's
8.75% Junior  Subordinated  Debentures due June 30, 2032 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 Wachovia 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 April 17, 2002  between the
Depositor  and the  Debenture  Trustee,  as trustee,  as amended by that certain
First Supplemental Indenture (the "First Supplemental  Indenture"),  dated as of
April 17, 2002 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 $25 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 $25 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
April 12,  2002,  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," 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 $10,  which  constituted  the
initial Trust Property.  The Depositor shall pay organizational  expenses of the
Trust as they arise or shall,  upon request of any Trustee,  promptly  reimburse
such Trustee for any such  expenses paid by such  Trustee.  The Depositor  shall
make no claim upon the Trust Property for the payment of such expenses.

     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 1,850,000  Preferred
Securities having an aggregate Liquidation Amount of $46,250,000 against receipt
of the aggregate  purchase  price of


                                      -10-
<PAGE>

such Preferred  Securities of $46,250,000,  which amount such  Administrative
Trustee shall  promptly  deliver to the Property  Trustee.  If the  underwriters
exercise  their  over-allotment  option and there is an Option  Closing Date (as
such term is  defined in the  Underwriting  Agreement),  then an  Administrative
Trustee,  on behalf of the Trust,  shall execute in accordance  with Section 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  277,500  Preferred  Securities  having an  aggregate
Liquidation Amount of up to $6,937,500 against receipt of the aggregate purchase
price of such  Preferred  Securities  of up to  $6,937,500,  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  $1,430,425  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
               $1,430,425,  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 $1,430,425.

          (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  $214,550  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 $214,550,  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
               $214,550,  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 April 17, 2002,  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 June 30,
               2002. 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 8.75% 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
December 31, 2032 (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  Wachovia  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  Distribution  on the Trust
               Securities  or  otherwise  adversely  affect  the  amount  of any


                                      -52-
<PAGE>

               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." 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: /s/  Larry R. Helms
    ------------------------------------------------
    Name: Larry R. Helms, Esq.
    Title: Senior Vice President and General Counsel

WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION,
as Property Trustee and Delaware Trustee

By: /s/  Edward L. Truitt, Jr.
    ------------------------------
    Name:  Edward L. Truitt, Jr.
          ------------------------
    Title:   Vice President
           -----------------------

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

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

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


                                      -57-
<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                         FIRST MERCHANTS CAPITAL TRUST I

     This Certificate of Trust is being executed as of December 12, 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"
     (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

                                Common Securities
                  (liquidation amount $25 per Common Security)

     FIRST MERCHANTS  CAPITAL TRUST I, 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 $25 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 April 17,  2002,  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 17th day of April, 2002.

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
April 17, 2002, between FIRST MERCHANTS CORPORATION, an Indiana corporation (the
"Company"),  and FIRST MERCHANTS CAPITAL TRUST I, a Delaware business trust (the
"Trust").

                                    RECITALS

     WHEREAS,  the Trust  intends to issue its common  securities  (the  "Common
Securities")  to,  and  receive  8.75%  Junior   Subordinated   Debentures  (the
"Debentures") from, the Company and to issue and sell its 8.75% 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 April 17, 2002, 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 Wachovia
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:       Wachovia 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

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

                   8.75% Cumulative Trust Preferred Securities
                 (Liquidation Amount $25 per Preferred Security)

                                                            CUSIP No. 32082A 200

     First Merchants  Capital Trust I, a statutory  business trust created under
the  laws  of the  State  of  Delaware  (the  "Trust"),  hereby  certifies  that
[________________]  (the "Holder") is the registered owner of [_____]  preferred
securities  of the Trust  representing  undivided  beneficial  interests  in the
assets  of the  Trust  and  designated  the  8.75%  Cumulative  Trust  Preferred
Securities  (liquidation  amount $25 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
April  17,  2002,  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 Wachovia  Trust  Company,  National  Association,  as
guarantee  trustee,  dated as of April 17, 2002, 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

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 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, c/o Wachovia 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 8.75% Cumulative Trust Preferred  Securities referred to
in the within-mentioned Amended and Restated Trust Agreement.

WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION,
as Authentication Agent and Registrar

By:_____________________________________
   Name: _______________________________
   Title:_______________________________


                                      E-1