<PAGE>

                                                                 EXHIBIT 4.3


                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among


                         FIRST CITIZENS BANCSHARES, INC.
                                  as Depositor,

                              BANKERS TRUST COMPANY
                              as Property Trustee,



                            BANKERS TRUST (DELAWARE),
                            as Delaware Trustee, and

                                KENNETH A. BLACK
                                       and
                                  JOHN H. GRAY,
                                as Administrators



                            Dated as of _______, 2001





                           ___________________________

                             FCB/NC CAPITAL TRUST II
                           ___________________________
<PAGE>

                             FCB/NC CAPITAL TRUST II

              Certain Sections of this Trust Agreement relating, to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
  Trust Indenture Act
         Section                                                        Trust Agreement Section
-----------------------------                                        -----------------------------
<S>                                                                  <C>
Section         310     (a)(1)......................................       8.7
                        (a)(2)......................................       8.7
                        (a)(3)......................................       8.9
                        (a)(4)......................................       2.7(a)(ii)
                        (b).........................................       8.8, 10.10(b)
Section         311     (a).........................................       8.13, 10.10(b)
                        (b).........................................       8.13, 10.10(b)
Section         312     (a).........................................       10.10(b)
                        (b).........................................       10.10(b), (f)
                        (c).........................................       5.7
Section         313     (a).........................................       8.15(a)
                        (a)(4)......................................       10.10(c)
                        (b).........................................       8.15(c), 10.10(c)
                        (c).........................................       10.8, 10.10(c)
                        (d).........................................       10.10(c)
Section         314     (a).........................................       8.16, 10.10(d)
                        (b).........................................       Not Applicable
                        (c)(1)......................................       8.17, 10.10(d), (e)
                        (c)(2)......................................       8.17, 10.10(d), (e)
                        (c)(3)......................................       8.17, 10.10(d), (e)
                        (e).........................................       8.17, 10.10(e)
Section         315     (a).........................................       8.1(d)
                        (b).........................................       8.2
                        (c).........................................       8.1(c)
                        (d).........................................       8.1(d)
                        (e).........................................       Not Applicable
Section         316     (a).........................................       Not Applicable
                        (a)(1)(A)...................................       Not Applicable
                        (a)(1)(B)...................................       Not Applicable
                        (a)(2)......................................       Not Applicable
                        (b).........................................       5.13
                        (c).........................................       6.7
Section         317     (a)(1)......................................       Not Applicable
                        (a)(2)......................................       8.14
                        (b).........................................       5.10
Section         318     (a).........................................       10.10(a)
</TABLE>

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Trust Agreement.
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<S>                                                                                                                    <C>
ARTICLE I       DEFINED TERMS......................................................................................
SECTION 1.1.    Definitions........................................................................................

ARTICLE II      CONTINUATION OF THE ISSUER TRUST...................................................................
SECTION 2.1.    Name...............................................................................................
SECTION 2.2.    Office of the Delaware Trustee; Principal Place of Business........................................
SECTION 2.3.    Initial Contribution of Trust Property; Organizational Expenses....................................
SECTION 2.4.    Issuance of the Preferred Securities...............................................................
SECTION 2.5.    Issuance of the Common Securities; Subscription and Purchase of Junior Subordinated Debentures.....
SECTION 2.6.    Declaration of Trust...............................................................................
SECTION 2.7.    Authorization to Enter into Certain Transactions...................................................
SECTION 2.8.    Assets of Trust....................................................................................
SECTION 2.9.    Title to Trust Property............................................................................

ARTICLE III     PAYMENT ACCOUNT....................................................................................
SECTION 3.1.    Payment Account....................................................................................

ARTICLE IV      DISTRIBUTIONS; REDEMPTION..........................................................................
SECTION 4.1.    Distributions......................................................................................
SECTION 4.2.    Redemption.........................................................................................
SECTION 4.3.    Subordination of Common Securities.................................................................
SECTION 4.4.    Payment Procedures.................................................................................
SECTION 4.5.    Tax Returns and Reports............................................................................
SECTION 4.6.    Payment of Taxes, Duties, Etc. of the Issuer Trust.................................................
SECTION 4.7.    Payments under Indenture or Pursuant to Direct Actions.............................................
SECTION 4.8.    Liability of the Holder of Common Securities.......................................................

ARTICLE V       TRUST SECURITIES CERTIFICATES......................................................................
SECTION 5.1.    Initial Ownership..................................................................................
SECTION 5.2.    The Trust Securities Certificates..................................................................
SECTION 5.3.    Execution and Delivery of Trust Securities Certificates............................................
SECTION 5.4.    Global Preferred Securities........................................................................
SECTION 5.5.    Registration of Transfer and Exchange Generally; Certain Transfers and Exchanges; Preferred
                Securities Certificates............................................................................
SECTION 5.6.    Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.................................
SECTION 5.7.    Persons Deemed Holders.............................................................................
SECTION 5.8.    Access to List of Holders' Names and Addresses.....................................................
SECTION 5.9.    Maintenance of Office or Agency....................................................................
SECTION 5.10.   Appointment of Paying Agent........................................................................
SECTION 5.11.   Ownership of Common Securities by Depositor........................................................
SECTION 5.12.   Notices to Clearing Agency.........................................................................
SECTION 5.13.   Rights of Holders..................................................................................
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                          <C>
ARTICLE VI      ACTS OF HOLDERS; MEETINGS; VOTING.......................................................
SECTION 6.1.    Limitations on Holder's Voting Rights...................................................
SECTION 6.2.    Notice of Meetings......................................................................
SECTION 6.3.    Meetings of Holders.....................................................................
SECTION 6.4.    Voting Rights...........................................................................
SECTION 6.5.    Proxies, etc............................................................................
SECTION 6.6.    Holder Action by Written Consent........................................................
SECTION 6.7.    Record Date for Voting and Other Purposes...............................................
SECTION 6.8.    Acts of Holders.........................................................................
SECTION 6.9.    Inspection of Records...................................................................

ARTICLE VII     REPRESENTATIONS AND WARRANTIES..........................................................
SECTION 7.1.    Representations and Warranties of the Property Trustee and the Delaware Trustee.........
SECTION 7.2.    Representations and Warranties of Depositor.............................................

ARTICLE VIII    THE ISSUER TRUSTEES; THE ADMINISTRATORS.................................................
SECTION 8.1.    Certain Duties and Responsibilities.....................................................
SECTION 8.2.    Certain Notices.........................................................................
SECTION 8.3.    Certain Rights of Property Trustee......................................................
SECTION 8.4.    Not Responsible for Recitals or Issuance of Securities..................................
SECTION 8.5.    May Hold Securities.....................................................................
SECTION 8.6.    Compensation; Indemnity; Fees...........................................................
SECTION 8.7.    Corporate Property Trustee Required; Eligibility of Trustees and Administrators.........
SECTION 8.8.    Conflicting Interests...................................................................
SECTION 8.9.    Co-Trustees and Separate Trustee........................................................
SECTION 8.10.   Resignation and Removal; Appointment of Successor.......................................
SECTION 8.11.   Acceptance of Appointment by Successor..................................................
SECTION 8.12.   Merger, Conversion, Consolidation or Succession to Business.............................
SECTION 8.13.   Preferential Collection of Claims Against Depositor or Issuer Trust.....................
SECTION 8.14.   Trustee May File Proofs of Claim........................................................
SECTION 8.15.   Reports by Property Trustee.............................................................
SECTION 8.16.   Reports to the Property Trustee.........................................................
SECTION 8.17.   Evidence of Compliance with Conditions Precedent........................................
SECTION 8.18.   Number of Issuer Trustees...............................................................
SECTION 8.19.   Delegation of Power.....................................................................
SECTION 8.20.   Appointment of Administrators...........................................................

ARTICLE IX      DISSOLUTION, LIQUIDATION AND MERGER.....................................................
SECTION 9.1.    Dissolution Upon Expiration Date........................................................
SECTION 9.2.    Early  Dissolution......................................................................
SECTION 9.3.    Termination.............................................................................
SECTION 9.4.    Liquidation.............................................................................
SECTION 9.5.    Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust..............
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                                                  <C>
ARTICLE X         MISCELLANEOUS PROVISIONS.......................................................
SECTION 10.1.     Limitation of Rights of Holders................................................
SECTION 10.2.     Amendment......................................................................
SECTION 10.3.     Separability...................................................................
SECTION 10.4.     Governing Law..................................................................
SECTION 10.5.     Payments Due on Non-Business Day...............................................
SECTION 10.6.     Successors.....................................................................
SECTION 10.7.     Headings.......................................................................
SECTION 10.8.     Reports, Notices and Demands...................................................
SECTION 10.9.     Agreement Not to Petition......................................................
SECTION 10.10.    Trust Indenture Act; Conflict with Trust Indenture Act.........................
SECTION 10.11.    Acceptance of Terms of Trust Agreement, Guarantee and Indenture................
</TABLE>

Exhibit A   Certificate of Trust
Exhibit B   [Intentionally Omitted]
Exhibit C   Form of Common Securities Certificate
Exhibit D   Form of Preferred Securities Certificate

                                     -iii-
<PAGE>

                                   AGREEMENT

          THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of _______, 2001,
is by and among (i) First Citizens BancShares, Inc., a Delaware corporation
(including any successors or assigns, the "Depositor"), (ii) Bankers Trust
Company, a New York banking corporation, as property trustee (in such capacity,
the "Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Bank"), (iii) Bankers Trust (Delaware), a
Delaware banking corporation, as Delaware trustee (the "Delaware Trustee") (the
Property Trustee and the Delaware Trustee are referred to collectively herein as
the "Issuer Trustees"), (iv) the Administrators, as hereinafter defined, and (v)
the several Holders, as hereinafter defined.

                                  WITNESSETH

          WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by entering into a certain Trust Agreement, dated as of August 10,
2001 (the "Original Trust Agreement"), and by the execution and filing by the
Delaware Trustee with the Secretary of State of the State of Delaware of the
Certificate of Trust, filed on August 10, 2001 (the "Certificate of Trust"),
attached as Exhibit A; and

          WHEREAS, the Depositor and the Delaware Trustee desire to amend and
restate the Original Trust Agreement in its entirety as set forth herein to
provide for, among other things, (i) the issuance of the Common Securities by
the Issuer Trust to the Depositor, (ii) the issuance and sale of the Preferred
Securities by the Issuer Trust pursuant to the Underwriting Agreement, (iii) the
acquisition by the Issuer Trust from the Depositor of all of the right, title
and interest in the Junior Subordinated Debentures, (iv) the appointment of the
Administrators and (v) the addition of the Property Trustee as a party to this
Trust Agreement.

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

                                   ARTICLE I

                                 DEFINED TERMS


          SECTION 1.1.  Definitions.

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

          (a) The terms defined in this Article have the meanings assigned to
them in this Article 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) The words "include," "includes" and "including" shall be deemed to
be followed by the phrase "without limitation";

          (d) All accounting terms used but not defined herein have the meanings
assigned to them in accordance with United States generally accepted accounting
principles as in effect at the time of computation;

          (e) 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;

          (f) 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; and

          (g) all references to the date the Preferred Securities were
originally issued shall refer to the date the ___% Preferred Securities were
originally issued.

          "Act" has the meaning specified in Section 6.8.

          "Additional Amounts" means, with respect to Trust Securities of a
given Liquidation Amount and/or a given period, the amount of Additional
Interest (as defined in the Indenture) paid by the Depositor on a Like Amount of
Junior Subordinated Debentures for such period.

          "Additional Sums" has the meaning specified in Section 10.6 of the
Indenture.

          "Administrators" means each Person appointed in accordance with
Section 8.20 solely in such Person's capacity as Administrator of the Issuer
Trust continued hereunder and not in such Person's individual capacity, or any
successor Administrator appointed as herein provided; with the initial
Administrators being Kenneth A. Black and John H. Gray.

                                      -2-
<PAGE>

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

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

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

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

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

          "Board of Directors" means the board of directors of the Depositor or
the Executive Committee of the board of directors of the Depositor (or any other
committee of the board of directors of the Depositor performing similar
functions) or a committee designated by the board of directors of the Depositor
(or any such committee), comprised of two or more members of the board of
directors of the Depositor or officers of the Depositor, or both.

          "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant 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

                                      -3-
<PAGE>

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 Issuer Trustees.

          "Business Day" means a day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in the City of New York, New York, or the City
of Raleigh, North Carolina are authorized or required by law or executive order
to remain closed or (c) a day on which the Property Trustee's Corporate Trust
Office or the Delaware Trustee's corporate trust office or the corporate trust
office of the Debenture Trustee is closed for business.

          "Capital Treatment Event" means, in respect of the Issuer Trust, the
reasonable determination by the Depositor that, as a result of the occurrence of
any amendment to, or change (including any announced prospective change) in, the
laws (or any rules or regulations thereunder) of the United States or any
political subdivision thereof or therein, or as a result of any official or
administrative pronouncement or action (including any action taken in connection
with a regulatory examination or in connection with or as a result of any change
in regulatory policy) or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or such pronouncement,
action or decision is announced on or after the date of the issuance of the
Preferred Securities of the Issuer Trust, there is more than an insubstantial
risk that the Depositor will not be entitled to treat an amount equal to the
Liquidation Amount of such Preferred Securities as "Tier 1 Capital" (or the then
equivalent thereof) for purposes of the risk-based capital adequacy guidelines
of the Board of Governors of the Federal Reserve System, as then in effect and
applicable to the Depositor.

          "Cede" means Cede & Co., nominee of the Depositary.

          "Certificate of Trust" has the meaning specified in the preamble to
this Trust Agreement.

          "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act. The Depositary shall be the
initial Clearing Agency.

          "Clearing Agency Participant" means a broker, dealer, bank, 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 Time" has the meaning specified in the Underwriting
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, as amended, 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.

                                      -4-
<PAGE>

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

          "Common Securities Purchase Agreement" means the Common Securities
Purchase Agreement dated as of _______, 2001 between the Issuer Trust and the
Depositor, as the same may be amended from time to time.

          "Common Security" means an undivided beneficial interest in the assets
of the Issuer Trust, having a Liquidation Amount of $25.00 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

          "Corporate Trust Office" means the principal office of the Property
Trustee located in the City of New York which at the time of the execution of
this Trust Agreement is located at Four Albany Street, New York, New York 10006;
Attention: Corporate Trust and Agency Group - Corporate Market Services.

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

          "Debentures Purchase Agreement" means the Junior Subordinated
Deferrable Interest Debentures Purchase Agreement dated as of _______, 2001
between the Depositor and the Issuer Trust, as the same may be amended from time
to time.

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

          "Debenture Trustee" means Bankers Trust Company, a New York banking
corporation and any successor.

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

          "Delaware Trustee" means the corporation identified as the "Delaware
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Delaware Trustee of the Issuer 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 The Depository Trust Company or any successor
thereto.

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

          "Depositor Affiliated Owner/Holder" has the meaning specified in
Section 5.5(c).

          "Direct Action" has the meaning specified in Section 5.13(c).

                                      -5-
<PAGE>

          "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.

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

          "Event of Default" means any one of the following events (whatever the
reason for such Event 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 Issuer 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 Issuer 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 Issuer 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 Issuer Trustees and the Depositor 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 any Bankruptcy Event with respect to the
Property Trustee or all or substantially all of its property if a successor
Property Trustee has not been appointed within a period of 90 days thereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and any successor statute thereto, as amended from time to time.

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

          "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 transfers of which shall be made through book entries by a Clearing Agency
as described in Section 5.4.

          "Guarantee" means the Guarantee Agreement executed and delivered by
the Depositor and Bankers Trust Company, as trustee, contemporaneously with the
execution and

                                      -6-
<PAGE>

delivery of this Trust Agreement, for the benefit of the Holders of the
Preferred Securities, as amended from time to time.

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

          "Indenture" means the Junior Subordinated Indenture, dated as of
_______, 2001, between the Depositor and the Debenture Trustee (as amended or
supplemented from time to time) relating to the issuance of the Junior
Subordinated Debentures.

          "Investment Company Act" means the Investment Company Act of 1940, as
amended.

          "Investment Company Event" means the receipt by the Issuer Trust of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of the occurrence of a change in law or regulation or a written change
(including any announced prospective change) in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority, there is more than an insubstantial risk that the Issuer
Trust is or will be considered an "investment company" that is required to be
registered under the Investment Company Act, which change or prospective change
becomes effective or would become effective, as the case may be, on or after the
date of the issuance of the Preferred Securities.

          "Issuer Trust" means FCB/NC Capital Trust II.

          "Issuer Trustees" has the meaning specified in the preamble to this
Trust Agreement.

          "Junior Subordinated Debentures" means the aggregate principal amount
of the Depositor's ___% Junior Subordinated Deferrable Interest Debentures, due
______, 2031, issued pursuant to the Indenture.

          "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 a Liquidation Amount equal to that portion
of the principal amount of Junior Subordinated Debentures to be
contemporaneously redeemed in accordance with the Indenture, allocated to the
Common Securities and to the Preferred Securities pro rata based upon the
relative Liquidation Amounts of such classes and (b) with respect to a
distribution of Junior Subordinated Debentures to Holders of Trust Securities in
connection with a dissolution or liquidation of the Issuer Trust, Junior
Subordinated Debentures having a principal amount equal to the Liquidation
Amount of the Trust Securities of the Holder to whom such Junior Subordinated
Debentures are distributed.

                                      -7-
<PAGE>

          "Liquidation Amount" means the stated amount of $25.00 per Trust
Security.

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

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

          "Majority in Liquidation Amount of the Preferred Securities" or
"Majority in Liquidation Amount of the Common Securities" means, except as
provided by the Trust Indenture Act, Preferred Securities or Common Securities,
as the case may be, representing more than 50% of the aggregate Liquidation
Amount of all then Outstanding Preferred Securities or Common Securities, as the
case may be.

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, Vice Chairman of the Board, Chief Executive Officer, President or an
Executive Vice President, a Senior Vice President or Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Depositor, and delivered to the party provided herein. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement shall include:

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

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

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

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

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

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

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

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

                                      -8-
<PAGE>

          (b) Trust 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
Trust Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Trust Agreement; and

          (c) Trust Securities which have been paid, or in exchange for, or in
lieu of which, other Trust Securities have been executed and delivered pursuant
to Sections 5.4, 5.5 and 5.6; 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
Issuer Trustee, any Administrator or any Affiliate of the Depositor, shall be
disregarded and deemed not to be Outstanding, except that (a) in determining
whether any Issuer Trustee or any Administrator shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Preferred Securities that such Issuer Trustee or such
Administrator, as the case may be, 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 Issuer
Trustees, one or more of the Administrators 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 Administrators
the pledgee's right so to act with respect to such Preferred Securities and that
the pledgee is not the Depositor or any Affiliate of the Depositor.

          "Owner" means each Person who is the beneficial owner of Global
Preferred Securities as reflected in the records of the Clearing Agency or, if a
Clearing Agency Participant is not the Owner, then as reflected in the records
of a Person maintaining an account with such Clearing Agency (directly or
indirectly), in accordance with the rules of such Clearing Agency.

          "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.10 and shall initially be the Property Trustee.

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

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

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

          "Preferred Security" means a preferred undivided beneficial interest
in the assets of the Issuer Trust, having a Liquidation Amount of $25.00 and
having the rights provided therefor

                                      -9-
<PAGE>

in this Trust Agreement, including the right to receive Distributions and a
Liquidation Distribution as provided herein.

          "Property Trustee" means the Person identified as the "Property
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Property Trustee of the Issuer 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 Junior Subordinated Debentures shall be a Redemption Date for a Like
Amount of Trust Securities, including but not limited to any date of redemption
pursuant to the occurrence of any Special Event.

          "Redemption Price" means a price equal to the Liquidation Amount,
together with accumulated Distributions to but excluding the date fixed for
redemption.

          "Relevant Trustee" has the meaning specified in Section 8.10.

          "Responsible Officer" when used with respect to the Property Trustee
means any officer assigned to the Corporate Trust Office, including any managing
director, vice president, principal, assistant vice president, assistant
treasurer, assistant secretary or any other officer of the Property Trustee
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration of
the Indenture, and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

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

          "Senior Indebtedness" has the meaning specified in the Indenture.

          "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.5.

          "Special Event" means any Tax Event, Capital Treatment Event or
Investment Company Event.

          "Successor Preferred Securities Certificate" of any particular
Preferred Securities Certificate means every Preferred Securities Certificate
issued after, and evidencing all or a portion of the same beneficial interest in
the Issuer Trust as that evidenced by, such particular Preferred Securities
Certificate; and, for the purposes of this definition, any Preferred Securities
Certificate executed and delivered under Section 5.6 in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Preferred Securities Certificate shall
be deemed to evidence the same beneficial interest in the Issuer Trust as the
mutilated, destroyed, lost or stolen Preferred Securities Certificate.

                                     -10-
<PAGE>

     "Successor Preferred Securities" has the meaning specified in Section 9.5.

     "Tax Event" means the receipt by the Issuer Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement, action or decision is announced on or after the date of
issuance of the Preferred Securities (including, without limitation, any of the
foregoing arising with respect to, or resulting from, any proceeding or other
action commencing on or before such date), there is more than an insubstantial
risk that (i) the Issuer Trust is, or will be within 90 days of the delivery of
such Opinion of Counsel, subject to United States federal income tax with
respect to income received or accrued on the Junior Subordinated Debentures,
(ii) interest payable by the Depositor on the Junior Subordinated Debentures is
not, or within 90 days of the delivery of such Opinion of Counsel will not be,
deductible by the Depositor, in whole or in part, for United States federal
income tax purposes, or (iii) the Issuer Trust is, or will be within 90 days of
the delivery of such Opinion of Counsel, subject to more than a de minimis
amount of other taxes, duties or other governmental charges.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939 or any
successor statute, in each case as amended from time to time.

     "Trust Property" means (a) the Junior Subordinated Debentures, (b) any cash
on deposit in, or owing to, the Payment Account, (c) all proceeds and rights in
respect of the foregoing and (d) 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 Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

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

     "Underwriters" has the meaning specified in the Underwriting Agreement.

     "Underwriting Agreement" means the Underwriting Agreement, dated as of
________, 2001 among the Issuer Trust, the Depositor and the Underwriters, as
the same may be amended from time to time.

                                      -11-
<PAGE>

                                  ARTICLE II

                       CONTINUATION OF THE ISSUER TRUST

         SECTION 2.1.  Name.

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

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

         The address of the Delaware Trustee in the State of Delaware is Bankers
Trust (Delaware), E.A. Delle Donne Corporate Center, Montgomery Building, 1011
Centre Road, Suite 200, Wilmington, Delaware 19805-1266, Attention: Beth Ferry,
or such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Holders and the Depositor. The principal
executive office of the Issuer Trust is in care of First Citizens BancShares,
Inc., 3128 Smoketree Court, Raleigh, North Carolina 27604, Attention: Kenneth A.
Black.

         SECTION 2.3.  Initial Contribution of Trust Property; Organizational
Expenses.

         The Property Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Trust Agreement of the sum of $10.00, which
constitutes the initial Trust Property. The Depositor shall pay all
organizational expenses of the Issuer Trust as they arise or shall, upon request
of any Issuer Trustee, promptly reimburse such Issuer Trustee for any such
expenses paid by such Issuer Trustee. The Depositor shall make no claim upon the
Trust Property for the payment of such expenses.

         SECTION 2.4.  Issuance of the Preferred Securities.

         The Depositor and the Issuer Trust executed and delivered the
Underwriting Agreement pursuant to the Original Trust Agreement.
Contemporaneously with the execution and delivery of this Trust Agreement, an
Administrator, on behalf of the Issuer Trust, shall manually execute in
accordance with Section 5.3 and the Property Trustee shall authenticate in
accordance with Section 5.3 and deliver to the Underwriters, Preferred
Securities Certificates, registered in the names requested by the Underwriters,
in an aggregate amount of 4,000,000 Preferred Securities having an aggregate
Liquidation Amount of $100,000,000, against receipt of the aggregate purchase
price of such Preferred Securities of $100,000,000, by the Property Trustee.

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

         Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrator, on behalf of the Issuer Trust, shall execute in
accordance with Section 5.3 and the

                                      -12-
<PAGE>

Property Trustee shall authenticate and shall deliver to the Depositor, Common
Securities Certificates, registered in the name of the Depositor, in an
aggregate amount of 123,720 Common Securities having an aggregate Liquidation
Amount of $3,093,000 against receipt of the aggregate purchase price of such
Common Securities of $3,093,000 by the Property Trustee. Contemporaneously
therewith, an Administrator, on behalf of the Issuer Trust, shall subscribe for
and purchase from the Depositor the Junior Subordinated Debentures, registered
in the name of the Issuer Trust and having an aggregate principal amount equal
to $103,093,000, and, in satisfaction of the purchase price for such Junior
Subordinated Debentures, the Property Trustee, on behalf of the Issuer Trust,
shall deliver to the Depositor the sum of $103,093,000 (being the sum of the
amounts delivered to the Property Trustee pursuant to (i) the second sentence of
Section 2.4, and (ii) the first sentence of this Section 2.5) and receive on
behalf of the Issuer Trust the Junior Subordinated Debentures.

         SECTION 2.6.  Declaration of Trust.

         The exclusive purposes and functions of the Issuer Trust are to (a)
issue and sell Trust Securities and use the proceeds from such sale to acquire
the Junior Subordinated Debentures, and (b) engage in only those other
activities necessary, convenient or incidental thereto. The Depositor hereby
appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the
rights, powers and duties to the extent set forth herein, and the Issuer
Trustees hereby accept such appointment. The Property Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set forth herein for the benefit of the Issuer Trust and the Holders. The
Depositor hereby appoints the Administrators, with such Administrators having
all rights, powers and duties set forth herein with respect to accomplishing the
purposes of the Issuer Trust, and the Administrators hereby accept such
appointment; provided, however, that it is the intent of the parties hereto that
such Administrators shall not be trustees or, to the fullest extent permitted by
law, fiduciaries with respect to the Issuer Trust and this Trust Agreement shall
be construed in a manner consistent with such intent. The Property Trustee shall
have the right and power (but shall not be obligated) to perform those duties
assigned to the Administrators. 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 Administrators set forth
herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust
for the sole and limited purpose of fulfilling the requirements of Section 3807
of the Delaware Business Trust Act and for taking such actions as are required
to be taken by a Delaware trustee under the Delaware Business Trust Act.

         SECTION 2.7.  Authorization to Enter into Certain Transactions.

         (a)    The Issuer Trustees and the Administrators shall conduct the
affairs of the Issuer Trust in accordance with the terms of this Trust
Agreement. Subject to the limitations set forth in paragraph (b) of this Section
and in accordance with the following provisions (i), (ii) and (iii), the Issuer
Trustees and the Administrators shall act as follows:

              (i)   each Administrator, acting jointly or singly, shall:

                    (A)    comply with the Underwriting Agreement regarding the
                issuance and sale of the Trust Securities;

                                      -13-
<PAGE>

          (B)   assist in compliance with the Securities Act, applicable state
      securities or blue sky laws, and the Trust Indenture Act;

          (C)   assist in the listing of the Preferred Securities upon such
      securities exchange or exchanges as shall be determined by the Depositor,
      with the registration of the Preferred Securities under the Exchange Act,
      if required, and the preparation and filing of all periodic and other
      reports and other documents pursuant to the foregoing;

          (D)   execute the Trust Securities on behalf of the Issuer Trust in
      accordance with this Trust Agreement;

          (E)   execute and deliver an application for a taxpayer identification
      number for the Issuer Trust;

          (F)   assist in the filing with the Commission, at such time as
      determined by the Depositor, any registration statement under the
      Securities Act relating to the Trust Securities, including any amendments
      thereto;

          (G)   unless otherwise required by the Trust Indenture Act, execute on
      behalf of the Issuer Trust any documents that the Administrators have the
      power to execute pursuant to this Trust Agreement, including without
      limitation, the Debentures Purchase Agreement and the Common Securities
      Purchase Agreement; and

          (H)   take any action incidental to the foregoing as necessary or
      advisable to give effect to the terms of this Trust Agreement.

   (ii)   The Property Trustee shall have the power and authority to act on
 behalf of the Issuer Trust with respect to the following matters:

          (A)   the establishment of the Payment Account;

          (B)   the receipt of the Junior Subordinated Debentures;

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

          (D)   the distribution of amounts owed to the Holders in respect of
      the Trust Securities;

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

                                      -14-
<PAGE>

                    (F)   the sending of notices of default and other
             information regarding the Trust Securities and the Junior
             Subordinated Debentures to the Holders thereof 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 Issuer Trust
             and the preparation, execution and filing of the certificate of
             cancellation with the Secretary of State of the State of Delaware;
             and

                    (I)   after an Event of Default (other than under paragraph
             (b), (c), (d), or (e) of the definition of such term if such Event
             of Default is by or with respect to the Property Trustee), comply
             with the provisions of this Trust Agreement and take any action to
             give effect to the terms of this Trust Agreement and protect and
             conserve the Trust Property for the benefit of the Holders (without
             consideration of the effect of any such action on any particular
             Holder);

      provided, however, that nothing in this Section 2.7(a)(ii) shall require
      the Property Trustee to take any action that is not otherwise required in
      this Trust Agreement.

          (iii)     The Administrators shall comply with the listing
      requirements of the Preferred Securities upon such securities exchange or
      exchanges as shall be determined by the Depositor, the registration of the
      Preferred Securities under the Exchange Act, if required, and the
      preparation and filing of all periodic and other reports and other
      documents pursuant to the foregoing.

      (b)    So long as this Trust Agreement remains in effect, the Issuer Trust
(or the Issuer Trustees or Administrators acting on behalf of the Issuer Trust)
shall not undertake any business, activities or transaction except as expressly
provided herein or contemplated hereby. In particular, neither the Issuer
Trustees nor the Administrators shall (i) acquire any investments or engage in
any activities not authorized by this Trust Agreement, (ii) sell, assign,
transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the
Trust Property or interests therein, including to Holders, except as expressly
provided herein, (iii) take any action that would cause the Issuer Trust to
become taxable other than 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, except as expressly provided herein. The
Property Trustee shall defend all claims and demands of all Persons at any time
claiming any Lien on any of the Trust Property adverse to the interest of the
Issuer Trust or the Holders in their capacity as Holders.

      (c)    In connection with the issue and sale of the Preferred Securities,
the Depositor shall have the right and responsibility to assist the Issuer Trust
with respect to, or effect on behalf of the Issuer 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):

                                      -15-
<PAGE>

          (i)   the preparation, execution and filing with the Commission of a
     registration statement on the appropriate form under the Securities Act
     with respect to the Preferred Securities;

          (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 the determination of any and all such acts, other than
     actions that must be taken by or on behalf of the Issuer Trust, and the
     advice to the Issuer Trustees of actions they must take on behalf of the
     Issuer Trust, and the preparation for execution and filing of any documents
     to be executed and filed by the Issuer Trust or on behalf of the Issuer
     Trust, as the Depositor deems necessary or advisable in order to comply
     with the applicable laws of any such States in connection with the sale of
     the Preferred Securities;

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

          (iv)  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 Administrators
and the Property Trustee are authorized and directed to conduct the affairs of
the Issuer Trust and to operate the Issuer Trust so that the Issuer Trust will
not be deemed to be an "investment company" required to be registered under the
Investment Company Act, and will not be taxable other than as a grantor trust
for United States Federal income tax purposes and so that the Junior
Subordinated Debentures will be treated as indebtedness of the Depositor for
United States Federal income tax purposes. In this connection, the Property
Trustee and the Holders of Common Securities are authorized to take any action,
not inconsistent with applicable law, the Certificate of Trust or this Trust
Agreement, that the Property Trustee and Holders of Common Securities determine
in their discretion to be necessary or desirable for such purposes, as long as
such action does not adversely affect in any material respect the interests of
the Holders of the Outstanding Preferred Securities. In no event shall the
Administrators or the Issuer Trustees be liable to the Issuer Trust or the
Holders for any failure to comply with this Section that results from a change
in law or regulations or in the interpretation thereof.

     SECTION 2.8.  Assets of Trust.

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

     SECTION 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 Issuer Trust and the Holders in
accordance with this Trust Agreement.

                                      -16-
<PAGE>

                                  ARTICLE III

                                PAYMENT ACCOUNT

          SECTION 3.1.  Payment Account.

          (a)  At or prior to Closing Time, the Property Trustee shall establish
the Payment Account. The Property Trustee and its agents shall have exclusive
control and sole right of withdrawal with respect to the Payment Account for the
purpose of making deposits in and withdrawals from the Payment Account in
accordance with this Trust Agreement. All monies and other property deposited or
held from time to time in the Payment Account shall be held by the Property
Trustee in the Payment Account for the exclusive benefit of the Holders and for
distribution as herein provided, 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 Junior Subordinated Debentures.
Amounts held in the Payment Account shall not be invested by the Property
Trustee pending distribution thereof.

                                  ARTICLE IV

                           DISTRIBUTIONS; REDEMPTION

          SECTION 4.1.  Distributions.

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

               (i)   Distributions on the Trust Securities shall be cumulative
          and will accumulate whether or not there are funds of the Issuer Trust
          available for the payment of Distributions. Distributions shall
          accumulate from _______, 2001, and, except in the event (and to the
          extent) that the Depositor exercises its right to defer the payment of
          interest on the Junior Subordinated Debentures pursuant to the
          Indenture, shall be payable quarterly in arrears on March 31, June 30,
          September 30 and December 31 of each year, commencing on December 31,
          2001. If any date on which a Distribution is otherwise payable on the
          Trust Securities is not a Business Day, then the payment of such
          Distribution shall be made on the next succeeding day that is a
          Business Day (without any additional Distributions 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, in each case with the same force
          and effect as if made on the date on which such payment was originally
          payable (each date on which distributions are payable in accordance
          with this Section 4.1(a), a "Distribution Date").

                                      -17-
<PAGE>

          (ii)     The Trust Securities shall be entitled to Distributions
     payable at a rate of ___% per annum of the Liquidation Amount of the Trust
     Securities. The amount of Distributions payable for any period less than a
     full Distribution period shall be computed on the basis of a 360-day year
     of twelve 30-day months and the actual number of days elapsed in a partial
     month in a period. Distributions payable for each full Distribution period
     will be computed by dividing the rate per annum by four. The amount of
     Distributions payable for any period shall include any Additional Amounts
     in respect of such period.

          (iii)    So long as no Debenture Event of Default has occurred and is
     continuing, the Depositor has the right under the Indenture to defer the
     payment of interest on the Junior Subordinated Debentures at any time and
     from time to time for a period not exceeding 20 consecutive quarterly
     periods (an "Extension Period"), provided that no Extension Period may
     extend beyond _______, 2031. As a consequence of any such deferral,
     quarterly Distributions on the Trust Securities by the Issuer Trust will
     also be deferred (and the amount of Distributions to which Holders of the
     Trust Securities are entitled will accumulate additional Distributions
     thereon at a rate of ____% per annum, compounded quarterly from the
     relevant payment date for such Distributions, computed on the basis of a
     360-day year of twelve 30-day months and the actual days elapsed in a
     partial month in such period). Additional Distributions payable for each
     full Distribution period will be computed by dividing the rate per annum by
     four. The term "Distributions" as used in Section 4.1 shall include any
     such additional Distributions provided pursuant to this Section 4.1(a)
     (iii).

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

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

     SECTION 4.2.  Redemption.

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

     (b)     Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 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 Security Register. All notices of
redemption shall state:

             (i)   the Redemption Date;

                                      -18-
<PAGE>

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

          (iii)    the CUSIP number or CUSIP numbers of the Preferred Securities
     affected;

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

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

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

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

     (c)     The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the applicable proceeds from the
contemporaneous redemption of Junior Subordinated 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 Issuer Trust has funds then on hand
and available in the Payment Account for the payment of such Redemption Price.

     (d)     If the Issuer Trust gives a notice of redemption in respect of any
Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, with respect to
Preferred Securities held in global form, irrevocably 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 Preferred Securities that
are not held in global form, the Property Trustee, subject to Section 4.2(c),
will irrevocably deposit with the Paying Agent, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
the Paying Agent irrevocable instructions and authority to pay the

                                      -19-
<PAGE>

Redemption Price to the Holder of the Preferred Securities upon surrender of
their Preferred Securities Certificates. Notwithstanding the foregoing,
Distributions payable on or prior to the Redemption Date for any Trust
Securities 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, all rights of Holders holding Trust Securities so called
for redemption will cease, except the right of such Holders to receive the
Redemption Price and any Distribution payable in respect of the Trust Securities
on or prior to the Redemption Date, but without interest, and such Trust
Securities will cease to be Outstanding. In the event that any date on which any
applicable Redemption Price is payable is not a Business Day, then payment of
the applicable Redemption Price payable on such date will 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 falls in the
next calendar year, such payment will be made on the immediately preceding
Business Day, in each case, with the same force and effect as if made on such
date. In the event that payment of the Redemption Price in respect of any Trust
Securities called for redemption is improperly withheld or refused and not paid
either by the Issuer Trust or by the Depositor pursuant to the Guarantee,
Distributions on such Trust Securities will continue to accumulate, as set forth
in Section 4.1 and in accordance with the continued accrual of interest on the
Junior Subordinated Debentures, from the Redemption Date originally established
by the Issuer Trust for such Trust Securities to the date such applicable
Redemption Price is actually paid, in which case the actual payment date will be
the date fixed for redemption for purposes of calculating the applicable
Redemption Price.

     (e)  Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of such Trust Securities to be redeemed shall be allocated
pro rata to the Common Securities and the Preferred Securities based on the
relative Liquidation Amounts of such classes. The particular Preferred
Securities to be redeemed shall be selected on a pro rata basis based on their
respective Liquidation Amounts not more than 60 days prior to the Redemption
Date by the Property Trustee from the Outstanding Preferred Securities not
previously called for redemption, or if the Preferred Securities are then held
in the form of a Global Preferred Security in accordance with the customary
procedures for the Clearing Agency. The Property Trustee shall promptly notify
the Securities Registrar in writing of the aggregate Liquidation Amount of
Preferred Securities to be redeemed and the particular Preferred Securities
selected for redemption. 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, to the portion of the aggregate Liquidation Amount of Preferred
Securities that has been or is to be redeemed.

     SECTION 4.3.  Subordination of Common Securities.

     (a)  Payment of Distributions (including Additional Amounts, if applicable)
on, the Redemption Price of, and the Liquidation Distribution in respect of, the
Trust Securities, as applicable, shall be made, as set forth in Section 4.2(e),
pro rata among the Common Securities and the Preferred Securities based on the
Liquidation Amount of such Trust Securities; provided, however, that if on any
Distribution Date or Redemption Date any Event of Default resulting

                                      -20-
<PAGE>

from a Debenture Event of Default in Section 5.1(1) or 5.1(2) of the Indenture
shall have occurred and be continuing, no payment of any Distribution (including
any Additional Amounts) on, Redemption Price of, or Liquidation Distribution in
respect of, any Common Security, and no other payment on account of the
redemption, liquidation or other acquisition of Common Securities, shall be made
unless payment in full in cash of all accumulated and unpaid Distributions
(including any Additional Amounts) on all Outstanding Preferred Securities for
all Distribution periods terminating on or prior thereto, or, in the case of
payment of the Redemption Price, the full amount of such Redemption Price on all
Outstanding Preferred Securities then called for redemption, or in the case of
payment of the Liquidation Distribution, the full amount of such Liquidation
Distribution on all Outstanding Preferred Securities, shall have been made or
provided for, and all funds immediately available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions (including
any Additional Amounts) on, or the Redemption Price of, or Liquidation
Distribution in respect of, Preferred Securities then due and payable. The
existence of an Event of Default does not entitle the Holders of Preferred
Securities to accelerate the maturity thereof.

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

     SECTION 4.4. Payment Procedures.

     Payments of Distributions (including any Additional Amounts) 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 Holder of the
Common Securities.

     SECTION 4.5.  Tax Returns and Reports.

     The Administrators 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
Issuer Trust. In this regard, the Administrators shall (a) prepare and file (or
cause to be prepared and filed) all Internal Revenue Service forms required to
be filed in respect of the Issuer Trust in each taxable year of the Issuer Trust
and (b) prepare and furnish (or cause to be prepared and furnished) to each
Holder all Internal Revenue Service forms required to be provided by the Issuer
Trust. The Administrators shall provide the Depositor and the Property Trustee
with a copy of all such returns and reports promptly after such filing or
furnishing. The Issuer Trustees shall comply with United States Federal
withholding and backup

                                      -21-
<PAGE>

withholding tax laws and information reporting requirements with respect to any
payments to Holders under the Trust Securities.

     On or before December 15 of each year during which any Preferred Securities
are Outstanding, the Administrators shall furnish to the Paying Agent such
information as may be reasonably requested by the Property Trustee in order that
the Property Trustee may prepare the information which it is required to report
for such year on Internal Revenue Service Forms 1096 and 1099 pursuant to
Section 6049 of the Code. Such information shall include the amount of original
issue discount includable in income for each Outstanding Preferred Security
during such year, if any.

     SECTION 4.6.  Payment of Taxes, Duties, Etc. of the Issuer Trust.

     Upon receipt under the Junior Subordinated Debentures of Additional Sums,
the Property Trustee shall promptly pay any taxes, duties or governmental
charges of whatsoever nature (other than withholding taxes) imposed on the
Issuer Trust by the United States or any other taxing authority out of the
proceeds of the Additional Sums.

     SECTION 4.7.  Payments under Indenture or Pursuant to Direct Actions.

     Any amount payable hereunder to any Holder of Preferred Securities shall be
reduced by the amount of any corresponding payment such Holder (or Owner) has
directly received pursuant to Section 5.8 of the Indenture or Section 5.13 of
this Trust Agreement.

     SECTION 4.8.  Liability of the Holder of Common Securities.

     The Holder of Common Securities shall be liable for the debts and
obligations of the Issuer Trust as set forth in Section 6.7 of the Indenture
regarding allocation of expenses.

                                   ARTICLE V

                         TRUST SECURITIES CERTIFICATES

     SECTION 5.1.  Initial Ownership.

     Upon the creation of the Issuer 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 Issuer Trust.

     SECTION 5.2.  The Trust Securities Certificates.

     (a)  The Preferred Securities Certificates shall be issued in fully
registered form. The Trust Securities Certificates shall be executed on behalf
of the Issuer Trust by manual or facsimile signature of at least one
Administrator. 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 Issuer Trust, shall be validly
issued and entitled to the benefits of this Trust Agreement, notwithstanding
that such individuals or any of

                                      -22-
<PAGE>

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 Holder, and shall be entitled to the rights and
subject to the obligations of a Holder hereunder, upon due registration of such
Trust Securities Certificate in such transferee's name pursuant to Section 5.5.

     (b)  Upon their original issuance, Preferred Securities Certificates shall
be issued in the form of one or more Global Preferred Securities Certificates
registered in the name of Cede as Depositary's nominee and deposited with or on
behalf of Depositary for credit by Depositary to the respective accounts of the
Owners thereof (or such other accounts as they may direct). Except as set forth
herein, record ownership of the Global Preferred Securities may be transferred,
in whole or in part, only to another nominee of Depositary or to a successor of
Depository or its nominee.

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

     SECTION 5.3.  Execution and Delivery of Trust Securities Certificates.

     At Closing Time an Administrator shall execute, on behalf of the Trust,
Trust Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, and deliversuch Trust Securities Certificates to the
Property Trustee for authentication. Upon such delivery, the Property Trustee
shall authenticate such Trust Securities Certificates and deliver such Trust
Securities Certificates upon the written order of the Trust, executed by an
Administrator thereof, without further corporate action by the Depositor, in
authorized denominations.

     SECTION 5.4.  Global Preferred Securities.

     (a)  The Global Preferred Securities issued under this Trust Agreement
shall be registered in the name of the nominee of the Clearing Agency and
delivered to the Property Trustee as custodian for the Clearing Agency.

     (b)  Notwithstanding any other provision in this Trust Agreement, the
Global Preferred Securities may not be exchanged in whole or in part for
Preferred Securities registered, and no transfer of the Global Preferred
Securities in whole or in part may be registered, in the name of any Person
other than the Clearing Agency for such Global Preferred Security, Cede, or
other nominee thereof unless (i) such Clearing Agency advises the Depositor and
the Property Trustee in writing that such Clearing Agency is no longer willing
or able to properly discharge its responsibilities as Clearing Agency with
respect to such Global Preferred Security, and the Depositor is unable to locate
a qualified successor, (ii) the Depositor on behalf of the Issuer Trust at its
option advises the Depositary in writing that it elects to terminate the book-
entry system through the Clearing Agency, or (iii) there shall have occurred and
be continuing an Event of Default or any event which after notice or lapse of
time or both would be an Event of Default. In addition, beneficial interests in
a Global Preferred Security may be exchanged for a Preferred Securities
Certificate registered in the name of the owner of such beneficial interest upon
request

                                      -23-
<PAGE>

but only upon at least twenty (20) days prior written notice given to the
Property Trustee by or on behalf of the Depositary in accordance with the
Applicable Procedures.

     (c)  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
Article IV or otherwise, shall be 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.

     (d)  The Clearing Agency or its nominee, as the registered owner of the
Global Preferred Security, shall be considered the Holder of the Preferred
Securities represented by the Global Preferred Security for all purposes under
this Trust Agreement and the Preferred Securities, and owners of beneficial
interests in the Global Preferred Security shall hold such interests pursuant to
the Applicable Procedures and, except as otherwise provided herein, shall not be
entitled to have any of the individual Preferred Securities represented by the
Global Security registered in their names, shall not receive nor 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
Security 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 nor the Securities Registrar shall have any
liability in respect of any transfers effected by the Clearing Agency.

     (e)  The rights of owners of beneficial interests in the 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.

     SECTION 5.5.  Registration of Transfer and Exchange Generally; Certain
Transfers and Exchanges; Preferred Securities Certificates.

     (a)  The Property Trustee shall keep or cause to be kept at its Corporate
Trust Office a register or registers for the purpose of registering Preferred
Securities Certificates and transfers and exchanges of Preferred Securities
Certificates in which the registrar and transfer agent with respect to the
Preferred Securities (the "Securities Registrar"), subject to such reasonable
regulations as it may prescribe, shall provide for the registration of Preferred
Securities Certificates and Common Securities Certificates (subject to Section
5.11 in the case of Common Securities Certificates) and registration of
transfers and exchanges of Preferred Securities Certificates as herein provided.
Such register is herein sometimes referred to as the "Securities Register." The
Property Trustee is hereby appointed Securities Registrar for the purpose of
registering Preferred Securities and transfers of Preferred Securities as herein
provided.

         Upon surrender for registration of transfer of any Preferred Security
at the offices or agencies of the Property Trustee designated for that purpose
an Administrator shall execute, and the Property Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Preferred Securities of the same series of any authorized

                                      -24-
<PAGE>

denominations of like tenor and aggregate principal amount and bearing such
restrictive legends as may be required by this Trust Agreement.

     At the option of the Holder, Preferred Securities may be exchanged for
other Preferred Securities of any authorized denominations, of like tenor and
aggregate Liquidation Amount and bearing such restrictive legends as may be
required by this Trust Agreement, upon surrender of the Preferred Securities to
be exchanged at such office or agency. Whenever any Preferred Securities are so
surrendered for exchange, an Administrator shall execute and the Property
Trustee shall authenticate and deliver the Preferred Securities that the Holder
making the exchange is entitled to receive.

     All Preferred Securities issued upon any transfer or exchange of Preferred
Securities shall be the valid obligations of the Issuer Trust, evidencing the
same debt, and entitled to the same benefits under this Trust Agreement, as the
Preferred Securities surrendered upon such transfer or exchange.

     Every Preferred Security presented or surrendered for transfer or exchange
shall (if so required by the Property Trustee) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Property Trustee and the Securities Registrar, duly executed by the Holder
thereof or such Holder's attorney duly authorized in writing.

     No service charge shall be made to a Holder for any transfer or exchange of
Preferred Securities, but the Property Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Preferred Securities.

     Neither the Issuer Trust nor the Property Trustee shall be required,
pursuant to the provisions of this Section 5.5, (i) to issue, register the
transfer of or exchange any Preferred Security during a period beginning at the
opening of business 15 days before the day of selection for redemption of
Preferred Securities pursuant to Article IV and ending at the close of business
on the day of mailing of the notice of redemption, or (ii) to register the
transfer of or exchange any Preferred Security so selected for redemption in
whole or in part, except, in the case of any such Preferred Security to be
redeemed in part, any portion thereof not to be redeemed.

     (b)  Notwithstanding any other provision of this Trust Agreement, transfers
and exchanges of Preferred Securities and beneficial interests in a Global
Preferred Security shall be made only in accordance with this Section 5.5(b).

          (i)   Non-Global Preferred Security to Non-Global Preferred Security.
     A Trust Security that is not a Global Preferred Security may be
     transferred, in whole or in part, to a Person who takes delivery in the
     form of another Trust Security that is not a Global Preferred Security as
     provided in Section 5.5(a).

          (ii)  Exchanges Between Global Preferred Security and Non-Global Trust
     Security. A beneficial interest in a Global Preferred Security may be
     exchanged for a Trust Security that is not a Global Preferred Security as
     provided in Section 5.4.

                                      -25-
<PAGE>


     (c)  If at any time the Depositor or any of its Affiliates (in either case,
a "Depositor Affiliated Owner/Holder") is the Owner or Holder of any Preferred
Securities, such Depositor Affiliated Owner/Holder shall have the right to
deliver to the Property Trustee all or such portion of its Preferred Securities
as it elects and receive, in exchange therefor, a Like Amount of Junior
Subordinated Debentures. Such election (i) shall be exercisable effective on any
Distribution Date by such Depositor Affiliated Owner/Holder delivering to the
Property Trustee a written notice of such election specifying the Liquidation
Amount of Preferred Securities with respect to which such election is being made
and the Distribution Date on which such exchange shall occur, which Distribution
Date shall be not less than ten Business Days after the date of receipt by the
Property Trustee of such election notice and (ii) shall be conditioned upon such
Depositor Affiliated Owner/Holder having delivered or caused to be delivered to
the Property Trustee or its designee the Preferred Securities which are the
subject of such election by 10:00 A.M. New York time, on the Distribution Date
on which such exchange is to occur. After the exchange, such Preferred
Securities will be canceled and will no longer be deemed to be Outstanding and
all rights of the Depositor or its Affiliate(s) with respect to such Preferred
Securities will cease. Any Preferred Securities with respect to which a
Depositor Affiliated Owner/Holder is the Owner or Holder may not be sold or
otherwise transferred except for (i) exchanges described above in this Section
5.5 (c) or (ii) transfers to another Depositor Affiliated Owner/Holder.


     (d)  In the case of any exchange described in Section 5.5(c), the Issuer
Trust will, on the date of such exchange, exchange Junior Subordinated
Debentures having a principal amount equal to a proportional amount of the
aggregate Liquidation Amount of the Outstanding Common Securities, based on the
ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged
pursuant to Section 5.5(c) divided by the aggregate Liquidation Amount of the
Preferred Securities Outstanding immediately prior to such exchange, for such
proportional amount of Common Securities held by the Depositor (which
contemporaneously shall be canceled and no longer deemed to be Outstanding);
provided, that the Depositor delivers or causes to be delivered to the Property
Trustee or its designee the required amount of Common Securities to be exchanged
by 10:00 A.M. New York time, on the Distribution Date on which such exchange is
to occur.

     SECTION 5.6.  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
Administrators such security or indemnity as may be required by them to save
each of them harmless, then in the absence of notice that such Trust Securities
Certificate shall have been acquired by a bona fide purchaser, the
Administrators, or any one of them, on behalf of the Issuer Trust shall execute
and make available for delivery, and the Property Trustee shall authenticate, 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, the Administrators 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 5.6 shall
constitute conclusive evidence of an undivided beneficial interest in the assets
of the Issuer Trust corresponding to that evidenced by the lost, stolen or
destroyed Trust Securities Certificate, as if originally issued, whether or not
the lost, stolen or destroyed Trust Securities Certificate shall be found at any
time.

                                      -26-
<PAGE>

     SECTION 5.7.  Persons Deemed Holders.

     The Issuer Trustees or the Securities Registrar shall treat the Person in
whose name any Trust Securities are issued as the owner of such Trust Securities
for the purpose of receiving Distributions and for all other purposes
whatsoever, and none of the Issuer Trustees, the Administrators nor the
Securities Registrar shall be bound by any notice to the contrary.

     SECTION 5.8.  Access to List of Holders' Names and Addresses.

     Each Holder and each Owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee, or the Administrators accountable by reason of
the disclosure of its name and address, regardless of the source from which such
information was derived.

     SECTION 5.9.  Maintenance of Office or Agency.

     The Property Trustee shall designate, with the consent of the
Administrators, which consent shall not be unreasonably withheld, 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 Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Property Trustee initially designates its
Corporate Trust Office at Four Albany Street, New York, NY 10006, Attention:
Corporate Trust and Agency Group - Corporate Market Services, as its corporate
trust office for such purposes. The Property Trustee shall give prompt written
notice to the Depositor, the Administrators and to the Holders of any change in
the location of the Securities Register or any such office or agency.

     SECTION 5.10.  Appointment of Paying Agent.

     The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrators. Any Paying Agent shall have the revocable power
to withdraw funds from the Payment Account solely for the purpose of making the
Distributions referred to above. The Property Trustee may revoke such power and
remove any Paying Agent in its sole discretion. The Paying Agent shall initially
be the Property Trustee. Any Person acting as Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written notice to the Administrators and
the Property Trustee. 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 Property Trustee shall appoint a successor (which shall be a
bank or trust company) that is reasonably acceptable to the Administrators to
act as Paying Agent. Such successor Paying Agent or any additional Paying Agent
appointed by the Administrators shall execute and deliver to the Issuer Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Issuer Trustees that as Paying Agent, such successor Paying
Agent or additional Paying Agent will hold all sums, if any, held by it for
payment to the Holders in trust for the benefit of the Holders entitled thereto
until such sums shall be paid to such Holders. The Paying Agent shall return all
unclaimed funds to the Property Trustee and upon removal of a Paying Agent such
Paying Agent shall also return all funds in its possession to the Property
Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the
Bank also in its role as Paying Agent, for so long as the Bank shall act as
Paying Agent and, to the extent applicable, to any other paying

                                      -27-
<PAGE>

agent appointed hereunder. Any reference in this Trust Agreement to the Paying
Agent shall include any co-paying agent chosen by the Property Trustee unless
the context requires otherwise.

     SECTION 5.11.  Ownership of Common Securities by Depositor.

     At Closing Time, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. Neither the Depositor nor any
successor Holder of the Common Securities may transfer less than all the Common
Securities, and the Depositor or any such successor Holder may transfer the
Common Securities only (i) in connection with a consolidation or merger of the
Depositor into another Person or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture, or (ii) to an Affiliate of the
Depositor in compliance with applicable law (including the Securities Act and
applicable state securities and blue sky laws); provided that any such transfer
shall be subject to the condition that the transferor shall have obtained (A)
either a ruling from the Internal Revenue Service or an unqualified written
opinion addressed to the Issuer Trust and delivered to the Issuer Trustees of
nationally recognized independent tax counsel experienced in such matters to the
effect that such transfer will not (1) cause the Issuer Trust to be treated as
issuing a class of interests in the Issuer Trust differing from the class of
interests represented by the Common Securities originally issued to the
Depositor, (2) result in the Issuer Trust acquiring or disposing of, or being
deemed to have acquired or disposed of, an asset, or (3) result in or cause the
Issuer Trust to be treated as anything other than a grantor trust for United
States Federal income tax purposes and (B) an unqualified written opinion
addressed to the Issuer Trust and delivered to the Issuer Trustees of a
nationally recognized independent counsel experienced in such matters that such
transfer will not cause the Issuer Trust to be an "investment company" or
controlled by an "investment company" that is required to be registered under
the Investment Company Act. To the fullest extent permitted by law, any
attempted transfer of the Common Securities, other than as set forth in the
immediately preceding sentence, shall be void. The Administrators shall cause
each Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH
APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT."

     SECTION 5.12.  Notices to Clearing Agency.

     To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, with respect to Preferred Securities
represented by Global Preferred Securities Certificates, the Administrators and
the Issuer Trustees shall give all such notices and communications specified
herein to be given to the Clearing Agency, and shall have no obligations to the
Owners.

     SECTION 5.13.  Rights of Holders.

     (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 Holders shall not have any right or title therein other than the undivided
beneficial ownership interest in the assets of the Issuer Trust conferred by
their Trust Securities and they shall have no right to call for any partition or

                                      -28-
<PAGE>

division of property, profits or rights of the Issuer 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 and when issued and delivered to
Holders against payment of the purchase price therefor, as provided herein, will
be fully paid and nonassessable by the Issuer Trust. Except as otherwise
provided in Section 4.8, the Holders of the Trust Securities, in their
capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

     (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 Junior Subordinated
Debentures fail to declare the principal of all of the Junior Subordinated
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 to make such declaration by a notice in writing to the Property Trustee,
the Depositor and the Debenture Trustee.

     At any time after such a declaration of acceleration with respect to the
Junior Subordinated Debentures has been made and before a judgment or decree for
payment of the money due has been obtained by the Debenture Trustee as provided
in the Indenture, the Holders of a Majority in Liquidation Amount of the
Preferred Securities, by written notice to the Property Trustee, the Depositor
and the Debenture Trustee, may rescind and annul such declaration and its
consequences if:
        (1)    the Depositor has paid or deposited with the Debenture Trustee a
     sum sufficient to pay

               (A)  all overdue installments of interest on all of the Junior
          Subordinated Debentures,

               (B)  any accrued Additional Interest on all of the Junior
          Subordinated Debentures,

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

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

        (ii)   all Events of Default with respect to the Junior Subordinated
     Debentures, other than the non-payment of the principal of the Junior
     Subordinated Debentures which has become due solely by such acceleration,
     have been cured or waived as provided in Section 5.13 of the Indenture.

                                      -29-
<PAGE>

         If the Property Trustee fails to annul any such declaration and waive
such default, the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities shall also have the right to rescind and annul such
declaration and its consequences by written notice to the Depositor, the
Property Trustee and the Debenture Trustee, subject to the satisfaction of the
conditions set forth in clauses (i) and (ii) of this Section 5.13(b).

         The Holders of at least a Majority in Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default under the Indenture, except a default in the
payment of principal or interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debenture Trustee) or
a default in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the consent of the holder of each outstanding
Junior Subordinated Debenture. No such rescission shall affect any subsequent
default or impair any right consequent thereon.

         Upon receipt by the Property Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, by Holders of the
Preferred Securities all or part of which is represented by Global Preferred
Securities, a record date shall be established for determining Holders of
Outstanding Preferred Securities entitled to join in such notice, which record
date shall be at the close of business on the day the Property Trustee receives
such notice. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or not
such Holders remain Holders after such record date; provided, that, unless such
declaration of acceleration, or rescission and annulment, as the case may be,
shall have become effective by virtue of the requisite percentage having joined
in such notice prior to the day which is 90 days after such record date, such
notice of declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be canceled
and of no further effect. Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder, from giving, after expiration of such 90-day period, a new
written notice of declaration of acceleration, or rescission and annulment
thereof, as the case may be, that is identical to a written notice which has
been canceled pursuant to the proviso to the preceding sentence, in which event
a new record date shall be established pursuant to the provisions of this
Section 5.13(b).

         (c)   For so long as any Preferred Securities remain Outstanding, to
the fullest extent permitted by law and subject to the terms of this Trust
Agreement and the Indenture, upon a Debenture Event of Default specified in
Section 5.1(1) or 5.1(2) of the Indenture, any Holder of Preferred Securities
shall have the right to institute a proceeding directly against the Depositor,
pursuant to Section 5.8 of the Indenture, for enforcement of payment to such
Holder of the principal amount of or interest on Junior Subordinated Debentures
having an aggregate principal amount equal to the aggregate Liquidation Amount
of the Preferred Securities of such Holder (a "Direct Action"). Except as set
forth in Sections 5.13(b) and 5.13(c), the Holders of Preferred Securities shall
have no right to exercise directly any right or remedy available to the holders
of, or in respect of, the Junior Subordinated Debentures.

                                      -30-
<PAGE>

                                  ARTICLE VI

                       ACTS OF HOLDERS; MEETINGS; VOTING

          SECTION 6.1.  Limitations on Holder's Voting Rights.

          (a)  Except as provided in this Trust Agreement and in the Indenture
and as otherwise required by law, no Holder of Preferred Securities shall have
any right to vote or in any manner otherwise control the administration,
operation and management of the Issuer 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 Holders from
time to time as members of an association.

          (b)  So long as any Junior Subordinated Debentures are held by the
Property Trustee on behalf of the Issuer Trust, the Property Trustee shall not
(i) direct the time, method and place of conducting any proceeding for any
remedy available to the Debenture Trustee, or execute any trust or power
conferred on the Property Trustee with respect to such Junior Subordinated
Debentures, (ii) waive any past default that may be waived under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Junior Subordinated Debentures shall be due and payable
or (iv) consent to any amendment, modification or termination of the Indenture
or the Junior Subordinated 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 the Preferred Securities, provided, however,
that where a consent under the Indenture would require the consent of each
holder of Junior Subordinated 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 Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of Preferred
Securities, except by a subsequent vote of the Holders of Preferred Securities.
The Property Trustee shall notify all Holders of the Preferred Securities of any
notice of default received with respect to the Junior Subordinated Debentures.
In addition to obtaining the foregoing approvals of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Property Trustee
shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced
in such matters to the effect that such action will not cause the Issuer Trust
to be taxable other than as a grantor trust for United States Federal income tax
purposes.

          (c)  If any proposed amendment to the Trust Agreement provides for, or
the Issuer Trust otherwise proposes to effect, (i) any action that would
adversely affect in any material respect the interests, 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 Issuer Trust, other than pursuant to the terms of this Trust Agreement,
then the Holders of Outstanding Trust Securities as a class will be entitled to
vote on such amendment or proposal and such amendment or proposal shall not be
effective except with the approval of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities. Notwithstanding any other
provision of this Trust Agreement, no amendment to this Trust Agreement may be
made if, as a result of such amendment, it would cause the Issuer Trust to be
taxable other than as a grantor trust for United States Federal income tax
purposes.

                                      -31-
<PAGE>

          SECTION 6.2.  Notice of Meetings.

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

          SECTION 6.3.  Meetings of Holders.

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

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

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

          SECTION 6.4.  Voting Rights.

          Holders shall be entitled to one vote for each $25.00 of Liquidation
Amount represented by their Outstanding Trust Securities in respect of any
matter as to which such Holders are entitled to vote.

          SECTION 6.5.  Proxies, etc.

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

                                      -32-
<PAGE>

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

          SECTION 6.6.  Holder Action by Written Consent.

          Any action which may be taken by Holders at a meeting may be taken
without a meeting and without prior notice if Holders holding at least a
Majority in Liquidation Amount of all Trust Securities entitled to vote in
respect of such action (or such larger proportion thereof as shall be required
by any other provision of this Trust Agreement) shall consent to the action in
writing.

          SECTION 6.7.  Record Date for Voting and Other Purposes.

          For the purposes of determining the Holders 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 Administrators or Property Trustee may from time to time fix a date,
not more than 90 days prior to the date of any meeting of Holders or the payment
of a distribution or other action, as the case may be, as a record date for the
determination of the identity of the Holders of record for such purposes.

          SECTION 6.8.  Acts of Holders.

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

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

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

                                      -33-
<PAGE>

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

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

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

          SECTION 6.9.  Inspection of Records.

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

                                  ARTICLE VII

                        REPRESENTATIONS AND WARRANTIES

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

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

          (a)  The Property Trustee is a banking corporation with trust powers,
duly organized, validly existing and in good standing under the laws of New
York, with trust power and authority to execute and deliver, and to carry out
and perform its obligations under the terms of this Trust Agreement.

          (b)  The execution, delivery and performance by the Property Trustee
of this Trust Agreement have been duly authorized by all necessary corporate
action on the part of the Property Trustee; and this Trust Agreement has been
duly executed and delivered by the Property Trustee, and constitutes a legal,
valid and binding obligation of the Property Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general

                                      -34-
<PAGE>

principles of equity and the discretion of the court (regardless of whether the
enforcement of such remedies is considered in a proceeding in equity or at law).

          (c)  The execution, delivery and performance of this Trust Agreement
by the Property Trustee do not conflict with or constitute a breach of the
certificate of incorporation or by-laws of the Property Trustee.

          (d)  At Closing Time, the Property Trustee has not knowingly created
any Liens on the Trust Securities.

          (e)  No consent, approval or authorization of, or registration with or
notice to, any New York State or federal banking authority is required for the
execution, delivery or performance by the Property Trustee, of this Trust
Agreement.

          (f)  The Delaware Trustee is duly organized, validly existing and in
good standing under the laws of the State of Delaware, with trust power and
authority to execute and deliver, and to carry out and perform its obligations
under the terms of, this Trust Agreement.

          (g)  The execution, delivery and performance by the Delaware Trustee
of this Trust Agreement have been duly authorized by all necessary corporate
action on the part of the Delaware Trustee; and this Trust Agreement has been
duly executed and delivered by the Delaware Trustee, and constitutes a legal,
valid and binding obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' right
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

          (h)  The execution, delivery and performance of this Trust Agreement
by the Delaware Trustee do not conflict with or constitute a breach of the
certificate of incorporation or by-laws of the Delaware Trustee.

          (i)  No consent, approval or authorization of, or registration with or
notice to any state or Federal banking authority is required for the execution,
delivery or performance by the Delaware Trustee, of this Trust Agreement.

          (j)  The Delaware Trustee is an entity which has its principal place
of business in the State of Delaware.

          SECTION 7.2.  Representations and Warranties of Depositor.

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

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

                                      -35-
<PAGE>

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

                                 ARTICLE VIII

                    THE ISSUER TRUSTEES; THE ADMINISTRATORS

          SECTION 8.1.  Certain Duties and Responsibilities.

          (a)  The duties and responsibilities of the Issuer Trustees and the
Administrators 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 Issuer Trustees or the
Administrators 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. 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 Issuer
Trustees or the Administrators shall be subject to the provisions of this
Section. Nothing in this Trust Agreement shall be construed to release an
Administrator or an Issuer Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct. To the extent
that, at law or in equity, an Issuer Trustee or Administrator has duties and
liabilities relating to the Issuer Trust or to the Holders, such Issuer Trustee
or Administrator shall not be liable to the Issuer Trust or to any Holder for
such Issuer Trustee's or Administrator'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 Issuer Trustees and
Administrators otherwise existing at law or in equity, are agreed by the
Depositor and the Holders to replace such other duties and liabilities of the
Issuer Trustees and Administrators.

          (b)  All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each Holder,
by its acceptance of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that neither the Issuer Trustees nor
the Administrators are 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 Issuer
Trustees expressly set forth elsewhere in this Trust Agreement or, in the case
of the Property Trustee, in the Trust Indenture Act.

          (c)  The Property Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Trust Agreement (including pursuant to Section 10.10),

                                      -36-
<PAGE>

and no implied covenants shall be read into this Trust Agreement against the
Property Trustee. If an Event of Default has occurred (that has not been cured
or waived pursuant to Section 5.13 of the Indenture), the Property Trustee shall
enforce this Trust Agreement for the benefit of the Holders and shall exercise
such of the rights and powers vested in it by this Trust Agreement, and use the
same degree of care and skill in its exercise thereof, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

          (d)  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)    prior to the occurrence of any Event of Default and after
          the curing or waiving of all such Events of Default that may have
          occurred:

                     (A)   the duties and obligations of the Property Trustee
                  shall be determined solely by the express provisions of this
                  Trust Agreement (including pursuant to Section 10.10), and the
                  Property Trustee shall not be liable except for the
                  performance of such duties and obligations as are specifically
                  set forth in this Trust Agreement (including pursuant to
                  Section 10.10); and

                     (B)   in the absence of bad faith on the part of the
                  Property Trustee, the Property Trustee may conclusively rely,
                  as to the truth of the statements and the correctness of the
                  opinions expressed therein, upon any certificates or opinions
                  furnished to the Property Trustee and conforming to the
                  requirements of this Trust Agreement; but in the case of any
                  such certificates or opinions that by any provision hereof or
                  of the Trust Indenture Act are specifically required to be
                  furnished to the Property Trustee, the Property Trustee shall
                  be under a duty to examine the same to determine whether or
                  not they conform to the requirements of this Trust Agreement;

              (ii)   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;

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

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

                                      -37-
<PAGE>

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

              (vi)   the Property Trustee shall not be responsible for
          monitoring the compliance by the Administrators or the Depositor with
          their respective duties under this Trust Agreement, nor shall the
          Property Trustee be liable for the default or misconduct of any other
          Issuer Trustee, the Administrators or the Depositor; and

              (vii)  no provision of this Trust Agreement shall require the
          Property Trustee to expend or risk its own funds or otherwise incur
          personal financial liability in the performance of any of its duties
          or in the exercise of any of its rights or powers, if the Property
          Trustee shall have reasonable grounds for believing that the repayment
          of such funds or liability is not reasonably assured to it under the
          terms of this Trust Agreement or adequate indemnity against such risk
          or liability is not reasonably assured to it.

          (e)  The Administrators shall not be responsible for monitoring the
compliance by the Issuer Trustees or the Depositor with their respective duties
under this Trust Agreement, nor shall either Administrator be liable for the
default or misconduct of any other Administrator, the Issuer Trustees or the
Depositor.

          SECTION 8.2.  Certain Notices.

          (a)  Within five Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer of 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 Holders and the
Administrators, unless such Event of Default shall have been cured or waived.

          (b)  Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the Junior
Subordinated Debentures pursuant to the Indenture, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 10.8, notice of
such exercise to the Holders and the Administrators, unless such exercise shall
have been revoked.

          SECTION 8.3.  Certain Rights of Property Trustee.

          Subject to the provisions of Section 8.1:

          (a)  the Property Trustee may conclusively rely and shall be fully
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;

                                      -38-
<PAGE>

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

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

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

          (e)  the Property Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Holders pursuant to this Trust Agreement, unless such
Holders shall have offered to the Property Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction; provided that,
nothing contained in this Section 8.3(e) shall be taken to relieve the Property
Trustee, upon the occurrence of an Event of Default, of its obligation to
exercise the rights and powers vested in it by this Trust Agreement;

          (f)  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 Holders, but the Property
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit;

          (g)  the Property Trustee may execute any of the trusts or powers
hereunder or perform any of its duties hereunder either directly or by or
through its agents or attorneys, provided that the Property Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;

          (h)  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 (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 fully protected in
acting in accordance with such instructions; and

                                      -39-
<PAGE>

     (i)  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 any Issuer Trustee or Administrator to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to any Issuer Trustee or
Administrator shall be construed to be a duty.

     SECTION 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 Issuer Trust, and the Issuer Trustees
and the Administrators do not assume any responsibility for their correctness.
The Issuer Trustees and the Administrators shall not be accountable for the use
or application by the Depositor of the proceeds of the Junior Subordinated
Debentures.

     SECTION 8.5.  May Hold Securities.


     The Depositor, the Administrators, any Issuer Trustee or any other agent of
any Issuer Trustee or the Issuer Trust, in its individual or any other capacity,
may become the owner or pledgee of Trust Securities and, subject to Sections 5.5
(c), 8.8 and 8.13 and except as provided in the definition of the term
"Outstanding" in Article I, may otherwise deal with the Issuer Trust with the
same rights it would have if it were not the Depositor, an Administrator, Issuer
Trustee or such other agent.


     SECTION 8.6.  Compensation; Indemnity; Fees.

     The Depositor, as borrower, agrees:

     (a)  to pay to the Issuer Trustees from time to time reasonable
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);

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

     (c)  to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Issuer Trustee, (ii) each Administrator, (iii) any
Affiliate of any Issuer Trustee, (iv) any officer, director, shareholder,
employee, representative or agent of any Issuer Trustee, and (v) any employee or
agent of the Issuer Trust, (referred to herein as an "Indemnified Person") from
and against any loss, damage, liability, tax, penalty, expense or claim of any
kind or nature

                                      -40-
<PAGE>

whatsoever incurred by such Indemnified Person arising out of or in connection
with the creation, operation or dissolution of the Issuer Trust or any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of the Issuer Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of authority conferred on such Indemnified Person by this
Trust Agreement, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified
Person by reason of negligence or willful misconduct with respect to such acts
or omissions.

     The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement.

     The obligation of the Depositor under this Section 8.6 to compensate,
reimburse and indemnify the Issuer Trustees shall be secured by a Lien upon all
Trust Property (except funds held in trust for the benefit of Holders of
particular Trust Securities), but only to the extent of the interest of the
Holder of the Common Securities therein.

     The Depositor, any Administrator and any Issuer Trustee may engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Issuer Trust, and the Issuer Trust and the Holders of Trust Securities shall
have no rights by virtue of this Trust Agreement in and to such independent
ventures or the income or profits derived therefrom, and the pursuit of any such
venture, even if competitive with the business of the Issuer Trust, shall not be
deemed wrongful or improper. Neither the Depositor, any Administrator, nor any
Issuer Trustee shall be obligated to present any particular investment or other
opportunity to the Issuer Trust even if such opportunity is of a character that,
if presented to the Issuer Trust, could be taken by the Issuer Trust, and the
Depositor, any Administrator or any Issuer Trustee shall have the right to take
for its own account (individually or as a partner or fiduciary) or to recommend
to others any such particular investment or other opportunity. Any Issuer
Trustee may engage or be interested in any financial or other transaction with
the Depositor or any Affiliate of the Depositor, or may act as depository for,
trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Depositor or its Affiliates.

     SECTION 8.7.  Corporate Property Trustee Required; Eligibility of Trustees
and Administrators.

     (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 a
national or state chartered bank and 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, 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, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VIII. At the time of appointment, the Property Trustee must have
securities rated in one of the three highest rating categories by a nationally
recognized statistical rating organization.

                                      -41-
<PAGE>

     (b)  There shall at all times be one or more Administrators hereunder. Each
Administrator 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. An employee, officer or Affiliate of the Depositor may serve as an
Administrator.

     (c)  There shall at all times be a Delaware Trustee. 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.

     SECTION 8.8.  Conflicting Interests.

     (a)  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.

     (b)  The Guarantee and the Indenture shall be deemed to be sufficiently
described in this Trust Agreement for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act.

     SECTION 8.9.  Co-Trustees and Separate Trustee.

     Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Property Trustee shall have power to appoint, and
upon the written request of the Property Trustee, the Depositor and the
Administrators 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. Any co-trustee or
separate trustee appointed pursuant to this Section 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.

     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.

     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:

                                      -42-
<PAGE>

     (a)  The Trust Securities shall be executed by one or more Administrators,
and the Trust Securities shall be authenticated and delivered by the Property
Trustee 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 Property Trustee specified hereunder, shall
be exercised, solely by the Property Trustee and not by such co-trustee or
separate trustee.

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

     (c)  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,
and, in case a Debenture Event of Default has occurred and is continuing, the
Property Trustee shall have 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.

     (d)  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.

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

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

     SECTION 8.10.  Resignation and Removal; Appointment of Successor.

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

     Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. The Holder
of the Common Securities shall appoint a successor by requesting from at least
three Persons meeting the eligibility requirements its expenses and charges to
serve as the successor trustee on a form provided by the Administrators, and
selecting the Person who agrees to the lowest expenses and charges. If the

                                      -43-
<PAGE>

instrument of acceptance by the successor trustee required by Section 8.11 shall
not have been delivered to the Relevant Trustee within 60 days after the giving
of such notice of resignation, the Relevant Trustee may petition, at the expense
of the Issuer Trust, any court of the State of Delaware for the appointment of a
successor Relevant Trustee.

     The Property Trustee or the Delaware Trustee may be removed at any time (i)
for cause (including upon the occurrence of an Event of Default described in
subparagraph (e) of the definition thereof with respect to the Relevant Trustee)
by the Holder of the Common Securities, or (ii) if a Debenture Event of Default
shall have occurred and be continuing at any time, by Act of the Holders of at
least a Majority in Liquidation Amount of the Preferred Securities, delivered to
the Relevant Trustee (in its individual capacity and on behalf of the Issuer
Trust).

     If a Relevant Trustee shall be removed or become incapable of acting as
Issuer Trustee, or if any vacancy shall occur in the office of any Issuer
Trustee for any cause, the Holder of the Common Securities shall promptly
appoint a successor Relevant Trustee or Trustees, and such successor Issuer
Trustee shall comply with the applicable requirements of Section 8.11, provided,
however, that if a Debenture Event of Default shall have occurred and be
continuing at such time, the Holders of the Preferred Securities, by Act of the
Holders of record of not less than 25% in aggregate Liquidation Amount of the
Preferred Securities than Outstanding delivered to such Relevant Trustee, shall
appoint such successor trustee. If no successor trustee shall have been so
appointed by the Holder of the Common Securities or the Holders of the Preferred
Securities, as applicable, and accepted appointment in the manner required by
Section 8.11, any Holder, on behalf of himself and all others similarly
situated, or any other Issuer Trustee, may petition any court in the State of
Delaware for the appointment of a successor trustee.

     The Property Trustee shall give notice of each resignation and each removal
of a Relevant Trustee and each appointment of a successor trustee to all Holders
in the manner provided in Section 10.8 and shall give notice to the Depositor
and to the Administrators. Each notice shall include the name of the Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

     Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Holder of the Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by the Property Trustee following the procedures regarding expenses
and charges set forth above (with the successor in each case being a Person who
satisfies the eligibility requirement for the Delaware Trustee, as the case may
be, set forth in Section 8.7).

     SECTION 8.11.  Acceptance of Appointment by Successor.


     In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee and each such successor Relevant Trustee (if requested
by the Depositor) with respect to the Trust Securities shall execute,
acknowledge and deliver an amendment hereto wherein each successor Relevant
Trustee shall accept such appointment and which (a) 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

                                      -44-
<PAGE>

Relevant Trustee with respect to the Trust Securities and the Issuer Trust, and
(b) shall add to or change any of the provisions of this Trust Agreement as
shall be necessary to provide for or facilitate the administration of the Issuer
Trust by more than one Relevant Trustee, it being understood that nothing herein
or in such amendment shall constitute such Relevant Trustee a co-trustee and
upon the execution and delivery of such amendment 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; but, on request of the Issuer 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 Issuer Trust.

     Upon request of any such successor Relevant Trustee, the Issuer 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 first or second preceding paragraph, as the case may be.

     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.

     SECTION 8.12.  Merger, Conversion, Consolidation or Succession to Business.

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

     SECTION 8.13.  Preferential Collection of Claims Against Depositor or
Issuer Trust.

     If and when the Property Trustee shall be or become a creditor of the
Depositor (or any other obligor upon the Trust Securities), the Property Trustee
shall be subject to the provisions of the Trust Indenture Act regarding the
collection of claims against the Depositor (or any such other obligor) only if
this Trust Agreement is subject to the Trust Indenture Act.

     SECTION 8.14.  Trustee May File Proofs of Claim.

     In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Issuer Trust or any other obligor upon the Trust
Securities or the property of the Issuer Trust or of such other obligor, the
Property Trustee (irrespective of whether any Distributions on the Trust
Securities shall then be due and payable and irrespective of whether the
Property Trustee shall have made any demand on the Issuer Trust for the payment
of any past due Distributions) shall

                                      -45-
<PAGE>

be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

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

     (b)    to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

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

     SECTION 8.15.  Reports by Property Trustee.

     (a)    Not later than January 31 of each year commencing with January 31,
2002, the Property Trustee shall transmit to all Holders in accordance with
Section 10.8, and to the Depositor, a brief report dated as of the immediately
preceding December 31 with respect to:

          (i)   its eligibility under Section 8.7 or, in lieu thereof, if to the
     best of its knowledge it has continued to be eligible under said Section, a
     written statement to such effect; and

          (ii)  any change in the property and funds in its possession as
     Property Trustee since the date of its last report and any action taken by
     the Property Trustee in the performance of its duties hereunder which it
     has not previously reported and which in its opinion materially affects the
     Trust Securities.

     (b)    In addition the Property Trustee shall transmit to Holders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.

     (c)    A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Property Trustee with the Depositor.

     SECTION 8.16.  Reports to the Property Trustee.

                                      -46-
<PAGE>

     The Depositor and the Administrators on behalf of the Issuer 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. The Depositor and the Administrators shall annually file with the Property
Trustee a certificate specifying whether such Person is in compliance with all
the terms and covenants applicable to such Person hereunder.

     SECTION 8.17.  Evidence of Compliance with Conditions Precedent.

     Each of the Depositor and the Administrators on behalf of the Issuer 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.

     SECTION 8.18.  Number of Issuer Trustees.

     (a)  The number of Issuer Trustees shall be two. The Property Trustee and
the Delaware Trustee may be the same Person, in which case, the number of Issuer
Trustees may be one.

     (b)  If an Issuer Trustee ceases to hold office for any reason, a vacancy
shall occur. The vacancy shall be filled with an Issuer Trustee appointed in
accordance with Section 8.10.

     (c)  The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of an Issuer Trustee shall not operate to
dissolve, terminate or annul the Issuer Trust or terminate this Trust Agreement.

     SECTION 8.19.  Delegation of Power.

     (a)  Any Administrator 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) or
making any governmental filing; and

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

     SECTION 8.20.  Appointment of Administrators.

     (a)  The Administrators shall be appointed by the Holder of the Common
Securities and may be removed by the Holder of the Common Securities or may
resign at any time. Upon any resignation or removal, the Holder of the Common
Securities shall appoint a successor

                                      -47-
<PAGE>

Administrator. Each Administrator shall execute this Trust Agreement thereby
agreeing to comply with, and be legally bound by, all of the terms, conditions
and provisions of this Trust Agreement. If at any time there is no
Administrator, the Property Trustee or any Holder who has been a Holder of Trust
Securities for at least six months may petition any court of competent
jurisdiction for the appointment of one or more Administrators.

     (b)  Whenever a vacancy in the number of Administrators shall occur, until
such vacancy is filled by the appointment of an Administrator in accordance with
this Section 8.20, the Administrators in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrators and shall discharge all the duties imposed
upon the Administrators by this Trust Agreement.

     (c)  Notwithstanding the foregoing, or any other provision of this Trust
Agreement, in the event any Administrator who is a natural person dies or
becomes, in the opinion of the Holder of the Common Securities, incompetent, or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by the Holder of the Common Securities (with the successor being a
Person who satisfies the eligibility requirement for Administrators, as the case
may be, set forth in Section 8.7).

     Except as otherwise provided in this Trust Agreement, or by applicable law,
any one Administrator may execute any document or otherwise take any action
which the Administrators are authorized to take under this Trust Agreement.

                                  ARTICLE IX

                      DISSOLUTION, LIQUIDATION AND MERGER

     SECTION 9.1.  Dissolution Upon Expiration Date.

     Unless earlier dissolved, the Issuer Trust shall automatically dissolve on
______,2032 (the "Expiration Date"), and thereafter the Trust Property shall be
distributed in accordance with Section 9.4.

     SECTION 9.2.  Early  Dissolution.

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

     (a)  the occurrence of the appointment of a receiver or other similar
official in any liquidation, insolvency or similar proceeding with respect to
the Depositor or all or substantially all of its property, or a court or other
governmental agency shall enter a decree or order and such decree or order shall
remain unstayed and undischarged for a period of 60 days, unless the Depositor
shall transfer the Common Securities as provided by Section 5.11, in which case
this provision shall refer instead to any such successor Holder of the Common
Securities ;

     (b)  the written direction to the Property Trustee from the Holder of the
Common Securities at any time to dissolve the Issuer Trust and, after paying or
making reasonable

                                      -48-
<PAGE>

provision to pay all charges and obligations of the Issuer Trust in accordance
with Section 3808(e) of the Delaware Business Trust Act, to distribute the
Junior Subordinated Debentures to Holders in exchange for the Preferred
Securities (which direction, subject to Section 9.4(a), is optional and wholly
within the discretion of the Holder of the Common Securities);

     (c)    the repayment of all of the Preferred Securities in connection with
the repayment at maturity or redemption of all the Junior Subordinated
Debentures; and

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

     SECTION 9.3.  Termination.

     As soon as is practicable after the occurrence of an event referred to in
Section 9.1 or 9.2, and upon the completion of the winding-up and liquidation of
the Issuer Trust, the Administrators and the Issuer Trustees (each of whom is
hereby authorized to take such action) shall file a certificate of cancellation
with the Secretary of State of the State of Delaware terminating the Issuer
Trust and, upon such filing, the respective obligations and responsibilities of
the Issuer Trustees, the Administrators and the Issuer Trust created and
continued hereby shall terminate.

     SECTION 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 Issuer Trust shall be wound-
up and liquidated by the Property Trustee as expeditiously as the Property
Trustee determines to be possible by distributing, after paying or making
reasonable provision to pay all claims and obligations of the Issuer Trust in
accordance with Section 3808(e) of the Delaware Business Trust Act, to each
Holder a Like Amount of Junior Subordinated 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 15 nor more than 45 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 will no longer be deemed to be Outstanding and any Trust
     Securities Certificates not surrendered for exchange will be deemed to
     represent a Like Amount of Junior Subordinated Debentures; and

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

                                      -49-
<PAGE>

     (b)  Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Issuer Trust and distribution of the Junior Subordinated
Debentures to Holders, the Property Trustee shall establish a record date for
such distribution (which shall be not more than 30 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 Junior Subordinated 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 will no longer be deemed to be Outstanding, (ii)
the Clearing Agency for the Preferred Securities or its nominee, as the
registered Holder of the Global Preferred Securities Certificates, shall receive
a registered global certificate or certificates representing the Junior
Subordinated Debentures to be delivered upon such distribution with respect to
Preferred Securities held by the Clearing Agency or its nominee, and, (iii) any
Trust Securities Certificates not held by the Clearing Agency for the Preferred
Securities or its nominee as specified in clause (ii) above will be deemed to
represent Junior Subordinated Debentures having a principal amount equal to the
stated Liquidation Amount of the Trust Securities represented thereby and
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on such Trust Securities until such certificates are
presented to the Securities Registrar for transfer or reissuance.

     (d)  If, 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 Junior Subordinated Debentures is not
practical, or if any Early Termination Event specified in clause (c) of Section
9.2 occurs, the Issuer Trust shall be dissolved, and the Trust Property shall be
liquidated, by the Property Trustee in such manner as the Property Trustee
determines. In such event, on the date of the dissolution of the Issuer Trust,
Holders will be entitled to receive out of the assets of the Issuer Trust
available for distribution to Holders, after paying or making reasonable
provision to pay all claims and obligations of the Issuer Trust in accordance
with Section 3808(e) of the Delaware Business Trust Act, an amount equal to the
aggregate of Liquidation Amount per Trust Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such dissolution, the Liquidation Distribution can
be paid only in part because the Issuer 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 Issuer Trust on the Trust
Securities shall be paid on a pro rata basis (based upon Liquidation Amounts).
The Holder of the Common Securities will be entitled to receive Liquidation
Distributions upon any such dissolution, pro rata (determined as aforesaid) with
Holders of Preferred Securities, except that, if a Debenture Event of Default in
Section 5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the
Preferred Securities shall have a priority over the Common Securities as
provided in Section 4.3.

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

     The Issuer 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 entity, except pursuant to this Section 9.5
or Section 9.4. At the request of the Holder of the Common

                                      -50-
<PAGE>

Securities, and with the consent of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities, but without the consent of the
Issuer Trustees, the Issuer Trust may merge with or into, consolidate,
amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of any state; provided, however, that (i) such successor entity either (a)
expressly assumes all of the obligations of the Issuer 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 Preferred Securities") so long as the Successor Preferred Securities
have the same priority as the Preferred Securities with respect to distributions
and payments upon liquidation, redemption and otherwise, (ii) a trustee of such
successor entity possessing the same powers and duties as the Property Trustee
is appointed to hold the Junior Subordinated Debentures, (iii) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
cause the Preferred Securities (including any Successor Preferred Securities) to
be downgraded by any nationally recognized statistical rating organization, (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 Successor Preferred
Securities) in any material respect, (v) such successor entity has a purpose
substantially identical to that of the Issuer Trust, (vi) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Issuer Trust has received an Opinion of Counsel from independent counsel
experienced in such matters 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 Preferred Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Issuer Trust nor such
successor entity will be required to register as an "investment company" under
the Investment Company Act and (vii) the Depositor or any permitted transferee
to whom it has transferred the Common Securities hereunder owns all of the
common securities of such successor entity and guarantees the obligations of
such successor entity under the Preferred Securities or Successor Preferred
Securities at least to the extent provided by the Guarantee. Notwithstanding the
foregoing, the Issuer 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 entity or
permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger, replacement, conveyance,
transfer or lease would cause the Issuer Trust or the successor entity to be
taxable other than as a grantor trust for United States Federal income tax
purposes.

                                   ARTICLE X

                           MISCELLANEOUS PROVISIONS

     SECTION 10.1.  Limitation of Rights of Holders.

     Except as set forth in Section 9.2, the bankruptcy, dissolution,
termination, 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
Holder for such Person, to claim an accounting, take any action or bring any

                                      -51-
<PAGE>

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. Any merger or similar
agreement shall be executed by the Administrators on behalf of the Issuer Trust.

     SECTION 10.2.  Amendment.

     (a)  This Trust Agreement may be amended from time to time by the Holder of
of the Common Securities, without the consent of any Holder of the Preferred
Securities (i) to cure any ambiguity, correct or supplement any provision herein
which may be inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Trust
Agreement, provided, however, that such amendment shall not adversely affect in
any material respect the interests of any Holder or (ii) to modify, eliminate or
add to any provisions of this Trust Agreement to such extent as shall be
necessary to ensure that the Issuer Trust will not be taxable other than as a
grantor trust for United States Federal income tax purposes at any time that any
Trust Securities are Outstanding or to ensure that the Issuer Trust will not be
required to register as an investment company under the Investment Company Act.

     (b)  Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Holder of of the Common Securities with
(i) the consent of Holders of at least a Majority in Liquidation Amount of the
Preferred Securities and (ii) receipt by the Issuer Trustees of an Opinion of
Counsel to the effect that such amendment or the exercise of any power granted
to the Issuer Trustees in accordance with such amendment will not affect the
Issuer Trust's being taxable as a grantor trust for United States Federal income
tax purposes or the Issuer 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 Holder , this Trust Agreement
may not be amended to (i) change the amount or timing of any Distribution on the
Trust Securities or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Trust Securities as of a specified date or
(ii) restrict the right of a Holder to institute suit for the enforcement of any
such payment on or after such date.

     (d)  Notwithstanding any other provisions of this Trust Agreement, no
Issuer Trustee shall enter into or consent to any amendment to this Trust
Agreement which would cause the Issuer Trust to fail or cease to qualify for the
exemption from status as an "investment company" under the Investment Company
Act or be taxable other than 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 and the Administrators, this Trust
Agreement may not be amended in a manner which imposes any additional obligation
on the Depositor or the Administrators.

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

                                      -52-
<PAGE>

     (g)  No amendment to this Trust Agreement may be adopted that adversely
affects the Property Trustee's or the Delaware Trustee's rights, duties or
immunities under this Trust Agreement except with the consent of such Property
Trustee or Delaware Trustee. The Property Trustee shall be entitled to receive
an Opinion of Counsel and an Officers' Certificate stating that any amendment to
this Trust Agreement is in compliance with this Trust Agreement.

     (h)  Any amendments to this Trust Agreement made pursuant to Section
10.2(a) shall become effective when notice of such amendment is given to the
Holders of the Trust Securities.

     SECTION 10.3.  Separability.

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

     SECTION 10.4.  Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS,
THE ISSUER TRUST, THE DEPOSITOR, THE ISSUER TRUSTEES AND THE ADMINISTRATORS
SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR ANY
OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT THERE
SHALL NOT BE APPLICABLE TO THE HOLDERS, THE ISSUER TRUST, THE DEPOSITOR, THE
ISSUER TRUSTEES, THE ADMINISTRATORS OR THIS TRUST AGREEMENT ANY PROVISION OF THE
LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS OTHER
THAN THE DELAWARE BUSINESS TRUST ACT THAT RELATE TO OR REGULATE, IN A MANNER
INCONSISTENT WITH THE TERMS HEREOF (A) THE FILING WITH ANY COURT OR GOVERNMENTAL
BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B)
AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR
EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER
GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL
OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES
TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE
NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO
THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G)
THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR
LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE
LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF THE ISSUER TRUSTEES OR
THE ADMINISTRATOR AS SET FORTH OR REFERENCED IN

                                      -53-
<PAGE>

THIS TRUST AGREEMENT. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT
APPLY TO THE ISSUER TRUST.

     SECTION 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 day that 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, in each case, with the same force and
effect as though made on the date fixed for such payment, and no Distributions
shall accumulate on such unpaid amount for the period after such date.

     SECTION 10.6.  Successors.

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

     SECTION 10.7.  Headings.

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

     SECTION 10.8.  Reports, Notices and Demands.

     Any report, notice, demand or other communication that by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Holder or the Depositor may be given or served in writing 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 Holder
of Preferred Securities, to such Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Holder of Common
Securities or the Depositor, to First Citizens BancShares, Inc., 3128 Smoketree
Court, Raleigh, North Carolina 27604, Attention: Kenneth A. Black, facsimile
no.: (919) 716-2844 or to such other address as may be specified in a written
notice by the Depositor to the Property Trustee. Such notice, demand or other
communication to or upon a Holder shall be deemed to have been sufficiently
given or made, for all purposes, upon hand delivery, mailing or transmission.
Such notice, demand or other communication to or upon the Depositor shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Depositor.

     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
Issuer Trust, the Property Trustee, the Delaware Trustee, the Administrators, or
the Issuer Trust shall be given in writing addressed (until another address is
published by the Issuer Trust) as follows: (a) with respect to the Property
Trustee to Bankers Trust Company, Four Albany Street, 4th Floor, New York, NY
10006, Attention: Corporate Trust and Agency Group-Corporate Market Services;
(b) with respect to the Delaware Trustee to Bankers Trust (Delaware), E.A. Delle
Donne Corporate

                                      -54-
<PAGE>

Center, Montgomery Building, 1011 Centre Road, Suite 200, Wilmington, Delaware
19805-1266, Attention: Beth Ferry ; and (c) with respect to the Administrators,
to them at the address above for notices to the Depositor, marked "Attention:
Office of the Secretary". Such notice, demand or other communication to or upon
the Issuer Trust or the Property Trustee shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Issuer
Trust, the Property Trustee, or such Administrator.

     SECTION 10.9.  Agreement Not to Petition.

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

     SECTION 10.10.  Trust Indenture Act; Conflict with Trust Indenture Act.

     (a)  Trust Indenture Act; Application. (i) This Trust Agreement is subject
to the provisions of the Trust Indenture Act that are required to be a part of
this Trust Agreement and shall, to the extent applicable, be governed by such
provisions; (ii) if and to the extent that any provision of this Trust Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control; (iii)
for purposes of this Trust Agreement, the Property Trustee, to the extent
permitted by applicable law and/or the rules and regulations of the Commission,
shall be the only Issuer Trustee which is a trustee for the purposes of the
Trust Indenture Act; and (iv) the application of the Trust Indenture Act to this
Trust Agreement shall not affect the nature of the Preferred Securities and the
Common Securities as equity securities representing undivided beneficial
interests in the assets of the Issuer Trust.

     (b)  Lists of Holders of Preferred Securities. (i) Each of the Depositor
and the Administrators on behalf of the Trust shall provide the Property Trustee
with such information as is required under Section 312(a) of the Trust Indenture
Act at the times and in the manner

                                      -55-
<PAGE>

provided in Section 312(a) and (ii) the Property Trustee shall comply with its
obligations under Sections 310(b), 311 and 312(b) of the Trust Indenture Act.

     (c)  Reports by the Property Trustee. Within 60 days after January 31 of
each year commencing January 31, 2002, the Property Trustee shall provide to the
Holders of the Trust Securities such reports as are required by Section 313 of
the Trust Indenture Act, if any, in the form, in the manner and at the times
provided by Section 313 of the Trust Indenture Act. The Property Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

     (d)  Periodic Reports to Property Trustee. Each of the Depositor and the
Administrators on behalf of the Issuer Trust shall provide to the Property
Trustee, the Commission and the Holders of the Trust Securities, as applicable,
such documents, reports and information as required by Section 315(a)(1) - (3)
(if any) of the Trust Indenture Act and the compliance certificates required by
Section 314(a)(4) and (c) of the Trust Indenture Act (provided that any
certificate to be provided pursuant to Section 314(a)(4) of the Trust Indenture
Act shall be provided within 120 days of the end of each fiscal year of the
Issuer Trust).

     (e)  Evidence of Compliance with Conditions Precedent. Each of the
Depositor and the Administrators on behalf of the Issuer Trust shall provide to
the Property Trustee such evidence of compliance with any conditions precedent,
if any, provided for in this Trust Agreement which 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 pursuant to Section 314(c) shall comply with
Section 314(e) of the Trust Indenture Act.

     (f)  Disclosure Information. The disclosure of information as to the names
and addresses of the Holders of Trust Securities in accordance with Section 312
of the Trust Indenture Act, regardless of the source from which such information
was derived, shall not be deemed to be a violation of any existing law or any
law hereafter enacted which does not specifically refer to Section 312 of the
Trust Indenture Act, nor shall the Property Trustee be held accountable by
reason of mailing any material pursuant to a request made under Section 312(b)
of the Trust Indenture Act.

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

                                      -56-
<PAGE>

                                    * * * *

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
     IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed, all as of the day and year first above written.

                                  FIRST CITIZENS BANCSHARES, INC.
                                  as Depositor


                                  By:    ______________________________________
                                  Name:  Kenneth A. Black
                                  Title: Vice President, Treasurer and Chief
                                          Financial Officer


                                  BANKERS TRUST COMPANY,
                                  as Property Trustee, and not in its
                                   individual capacity


                                  By: _________________________________________
                                  Name:
                                  Title:


                                  BANKERS TRUST (DELAWARE),
                                  as Delaware Trustee, and not
                                  in its individual capacity


                                  By: _________________________________________
                                  Name:
                                  Title:



                                  _____________________________________________
                                  Name:  Kenneth A. Black
                                  Title: Administrator


                                  _____________________________________________
                                  Name:  John H. Gray
                                  Title: Administrator

                                      -57-
<PAGE>

                                                                       EXHIBIT A


                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                           CERTIFICATE OF TRUST OF     FILED 08:30 AM 08/10/2001
                           FCB/NC CAPITAL TRUST II        010393377 - 3424608


     THIS CERTIFICATE OF TRUST of FCB/NC Capital Trust II (the "Trust"), dated
August 10, 2001, is being duly executed and filed by Bankers Trust (Delaware), a
       --
Delaware banking corporation, as trustee, to form a business trust under the
Delaware Business Trust Act (12 Del. C. (S) 3801 et seq.).
                                                 -- ---

     1.   Name. The name of the business trust formed hereby is "FCB/NC Capital
          ----
Trust II".

     2.   Delaware Trustee. The name and address of the trustee of the Trust
          ----------------
          with a principal place of business in the State of Delaware is:

          Bankers Trust (Delaware)


          E.A. Delle Donne Corporate Center
          Montgomery Building
          1011 Centre Road, Suite 200
          Wilmington, Delaware 19805-1266

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

     IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first written above.



                           BANKERS TRUST (DELAWARE),
                           not in its individual capacity, but solely as trustee


                           By: /s/ John V. Lavin
                               -------------------------------------------------
                           Name : John V. Lavin
                           Title: Assistant Vice President


<PAGE>

                                                                       EXHIBIT B



                            [INTENTIONALLY OMITTED]
<PAGE>

                                                                       EXHIBIT C


                  THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT
                     IN COMPLIANCE WITH APPLICABLE LAW AND
                    SECTION 5.11 OF THE TRUST AGREEMENT (as
                                defined below)


Certificate Number                                Number of Common Securities
        C-1                                           ______________


                   ($_________Aggregate Liquidation Amount)

                   Certificate Evidencing Common Securities

                                      of

                            FCB/NC Capital Trust II

                            ____% Common Securities
                (liquidation amount $25.00 per Common Security)


                  FCB/NC Capital Trust II, a statutory business trust created
under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies
that First Citizens BancShares, Inc. (the "Holder") is the registered owner of
______________________ (________ ) common securities of the Issuer Trust
representing undivided beneficial interests in the assets of the Issuer Trust
and designated as the FCB/NC Capital Trust II __________% Common Securities
(liquidation amount $25.00 per Common Security) (the "Common Securities").
Except in accordance with Section 5.11 of the Trust Agreement (as defined below)
the Common Securities are not transferable and, to the fullest extent permitted
by law, any attempted transfer hereof other than in accordance therewith shall
be void. The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall in
all respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Issuer Trust, dated as of ________, 2001 as the same may
be amended from time to time (the "Trust Agreement") among First Citizens
BancShares, Inc., as Depositor, Bankers Trust Company, as Property Trustee,
Bankers Trust (Delaware), as Delaware Trustee, the Administrators named therein
and the Holders of Trust Securities, including the designation of the terms of
the Common Securities as set forth therein. The Issuer Trust will furnish a copy
of the Trust Agreement to the Holder without charge upon written request to the
Issuer 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.

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

                  IN WITNESS WHEREOF, one of the Administrators of the Issuer
Trust has executed this certificate this ___________ day of ______, 2001.

                                                    FCB/NC CAPITAL TRUST II



                                                    By:_________________________
                                                       __________________
                                                       Administrator

AUTHENTICATED:


BANKERS TRUST COMPANY,
 as Property Trustee



By: ___________________________
    Authorized Signatory
<PAGE>

                                                                       EXHIBIT D


[IF THE PREFERRED SECURITIES CERTIFICATE IS TO BE A GLOBAL PREFERRED SECURITIES
CERTIFICATE, INSERT:] This Preferred Securities Certificate is a Global
Preferred Securities Certificate within the meaning of the Trust Agreement
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Preferred Securities Certificate is exchangeable
for Preferred Securities Certificates registered in the name of a person other
than the Depositary or its nominee only in the limited circumstances described
in the Trust Agreement and may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary, except in the limited
circumstances described in the Trust Agreement.

                  Unless this Preferred Securities Certificate is presented by
an authorized representative of The Depository Trust Company, a New York
Corporation ("DTC"), to FCB/NC Capital Trust II or its agent for registration of
transfer, exchange or payment, and any Preferred Securities Certificate issued
is registered in the name of Cede & Co. or 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 A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

                  NO EMPLOYEE BENEFIT OR OTHER PLAN OR INDIVIDUAL RETIREMENT
ACCOUNT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING
ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY (A
"PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN, MAY
ACQUIRE OR HOLD THIS PREFERRED SECURITIES CERTIFICATE OR ANY INTEREST HEREIN,
UNLESS SUCH PURCHASE OR HOLDING IS COVERED BY THE EXEMPTIVE RELIEF PROVIDED BY
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23,
95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH
PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS PREFERRED SECURITIES
CERTIFICATE OR ANY INTEREST HEREIN THAT IS A PLAN OR A PLAN ASSET ENTITY OR IS
PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH "PLAN ASSETS" WILL BE DEEMED TO
HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT (A) THE PURCHASE AND
HOLDING OF THE PREFERRED SECURITIES IS COVERED BY THE EXEMPTIVE RELIEF PROVIDED
BY PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION, (B)
THE COMPANY AND THE ADMINISTRATORS ARE NOT "FIDUCIARIES" WITHIN THE MEANING OF
SECTION 3(21) OF ERISA AND THE REGULATIONS THEREUNDER, WITH RESPECT TO SUCH
PERSON'S INTEREST IN THE PREFERRED SECURITIES OR THE JUNIOR SUBORDINATED
DEBENTURES, AND (C) IN PURCHASING THE PREFERRED SECURITIES SUCH PERSON APPROVES
THE PURCHASE OF THE JUNIOR SUBORDINATED DEBENTURES AND THE APPOINTMENT OF THE
ISSUER TRUSTEES.
<PAGE>

Certificate Number                                Aggregate Liquidation Amount
       D-___                                               $__________
                                                  (______Preferred Securities)

                             CUSIP NO. __________

                  Certificate Evidencing Preferred Securities

                                      of

                            FCB/NC Capital Trust II

                         _______% Preferred Securities

              (liquidation amount $25.00 per Preferred Security)


                  FCB/NC Capital Trust II, a statutory business trust created
under the laws of the State of Delaware (the "Issuer Trust"), hereby certifies
that ______________________ (the "Holder") is the registered owner of
_______________________ Dollars ($____________) aggregate liquidation amount of
preferred securities of the Issuer Trust representing a preferred undivided
beneficial interest in the assets of the Issuer Trust and designated as the
FCB/NC Capital Trust II ____% Preferred Securities (liquidation amount $25.00
per Preferred Security) (the "Preferred Securities"). The Preferred Securities
are transferable on the books and records of the Issuer 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 5.5 of the Trust Agreement
(as defined below). The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities are set
forth in, and this certificate and the Preferred Securities represented hereby
are issued and shall in all respects be subject to the terms and provisions of,
the Amended and Restated Trust Agreement of the Issuer Trust, dated as of
________, 2001, as the same may be amended from time to time (the "Trust
Agreement"), among First Citizens BancShares, Inc., as Depositor, Bankers Trust
Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, the
Administrators named therein and the Holders of Trust Securities, including the
designation of the terms of the Preferred Securities as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement entered into by
First Citizens BancShares, Inc., as Guarantor, and Bankers Trust Company, as
Guarantee Trustee, dated as of ________, 2001, as the same may be amended from
time to time (the "Guarantee Agreement"), to the extent provided therein. The
Issuer Trust will furnish a copy of the Trust Agreement and the Guarantee
Agreement to the Holder without charge upon written request to the Issuer Trust
by contacting the Issuer Trustees.

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

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

                  IN WITNESS WHEREOF, one of the Administrators of the Issuer
Trust has executed this certificate this ___ day of _______, 2001.

                                                  FCB/NC CAPITAL TRUST II

                                                  By:_________________________
                                                  Name:___________________
                                                       Administrator
AUTHENTICATED:


BANKERS TRUST COMPANY,
 as Property Trustee



By: ________________________
    Authorized Signatory
<PAGE>

                                  ASSIGNMENT

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

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

______________________________________________________________________________

______________________________________________________________________________
                   (Insert address and zip code of assignee)

and irrevocably appoints _____________________________________________________

______________________________________________________________________________

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



Date:________________________


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

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