<PAGE>

                                                                    EXHIBIT 4.5

                          INDEPENDENT CAPITAL TRUST III

                              AMENDED AND RESTATED
                              DECLARATION OF TRUST

                                      AMONG

                      INDEPENDENT BANK CORP., AS DEPOSITOR,

                   THE BANK OF NEW YORK, AS PROPERTY TRUSTEE,

              THE BANK OF NEW YORK (DELAWARE), AS DELAWARE TRUSTEE,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                          DATED AS OF NOVEMBER __, 2001

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
Article I DEFINED TERMS..........................................................................................2
         1.1      Definitions....................................................................................2
Article II ESTABLISHMENT OF THE TRUST...........................................................................10
         2.1      Name..........................................................................................10
         2.2      Office of the Delaware Trustee; Principal Place of Business...................................10
         2.3      Initial Contribution of Trust Property; Organizational Expenses...............................10
         2.4      Issuance of the Preferred Securities..........................................................11
         2.5      Issuance of the Common Securities; Subscription and Purchase of Debentures....................11
         2.6      Declaration of Trust..........................................................................11
         2.7      Authorization to Enter into Certain Transactions..............................................11
         2.8      Assets of Trust...............................................................................15
         2.9      Title to Trust Property.......................................................................16
Article III PAYMENT ACCOUNT.....................................................................................16
         3.1      Payment Account...............................................................................16
Article IV DISTRIBUTIONS; REDEMPTION............................................................................16
         4.1      Distributions.................................................................................16
         4.2      Redemption....................................................................................17
         4.3      Subordination of Common Securities............................................................20
         4.4      Payment Procedures............................................................................21
         4.5      Tax Returns and Reports.......................................................................21
         4.6      Payment of Taxes, Duties, etc. of the Trust...................................................21
         4.7      Payments Under Indenture......................................................................21
Article V TRUST SECURITIES CERTIFICATES.........................................................................22
         5.1      Initial Ownership.............................................................................22
         5.2      The Trust Securities Certificates.............................................................22
         5.3      Execution, Authentication and Delivery of Trust Securities Certificates.......................22
         5.4      Registration of Transfer and Exchange of Preferred Securities Certificates....................24
         5.5      Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates............................26
         5.6      Persons Deemed Securityholders................................................................26
         5.7      Access to List of Securityholders' Names and Addresses........................................26
         5.8      Maintenance of Office or Agency...............................................................27
         5.9      Appointment of Paying Agent...................................................................27
         5.10     Ownership of Common Securities by Sponsor.....................................................28
         5.11     Trust Securities Certificates.................................................................28
         5.12     Notices to Clearing Agency....................................................................28
         5.13     Rights of Securityholders.....................................................................28
Article VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING............................................................29
         6.1      Limitations on Voting Rights..................................................................29
         6.2      Notice of Meetings............................................................................31
         6.3      Meetings of Preferred Securityholders.........................................................31
         6.4      Voting Rights.................................................................................31

                                       i

<PAGE>

<S>                                                                                                          <C>
         6.5      Proxies, etc..................................................................................31
         6.6      Securityholder Action by Written Consent......................................................32
         6.7      Record Date for Voting and Other Purposes.....................................................32
         6.8      Acts of Securityholders.......................................................................32
         6.9      Inspection of Records.........................................................................33
Article VII REPRESENTATIONS AND WARRANTIES......................................................................33
         7.1      Representations and Warranties of the Bank and the Property Trustee...........................33
         7.2      Representations and Warranties of the Delaware Bank and the Delaware Trustee..................35
         7.3      Representations and Warranties of Sponsor.....................................................36
Article VIII TRUSTEES...........................................................................................37
         8.1      Certain Duties and Responsibilities...........................................................37
         8.2      Certain Notices...............................................................................38
         8.3      Certain Rights of Property Trustee............................................................39
         8.4      Not Responsible for Recitals or Issuance of Securities........................................41
         8.5      May Hold Securities...........................................................................42
         8.6      Compensation; Indemnity; Fees.................................................................42
         8.7      Corporate Property Trustee Required; Eligibility of Trustees..................................43
         8.8      Conflicting Interests.........................................................................43
         8.9      Co-Trustees and Separate Trustee..............................................................43
         8.10     Resignation and Removal; Appointment of Successor.............................................45
         8.11     Acceptance of Appointment by Successor........................................................47
         8.12     Merger, Conversion, Consolidation or Succession to Business...................................47
         8.13     Preferential Collection of Claims Against Sponsor or Trust....................................48
         8.14     Reports by Property Trustee...................................................................48
         8.15     Reports to the Property Trustee...............................................................48
         8.16     Evidence of Compliance with Conditions Precedent..............................................48
         8.17     Number of Trustees............................................................................49
         8.18     Delegation of Power...........................................................................49
         8.19     Voting........................................................................................50
Article IX TERMINATION, LIQUIDATION AND MERGER..................................................................50
         9.1      Termination Upon Expiration Date..............................................................50
         9.2      Early Termination.............................................................................50
         9.3      Termination...................................................................................50
         9.4      Liquidation...................................................................................51
         9.5      Mergers, Consolidations, Amalgamations or Replacements of the Trust...........................52
Article X MISCELLANEOUS PROVISIONS..............................................................................54
         10.1     Limitation of Rights of Securityholders.......................................................54
         10.2     Amendment.....................................................................................54
         10.3     Severability..................................................................................56
         10.4     Governing Law.................................................................................56
         10.5     Payments Due on Non-Business Day..............................................................56
         10.6     Successors....................................................................................56
         10.7     Headings......................................................................................56
         10.8     Reports, Notices and Demands..................................................................56

                                       ii

<PAGE>

<S>                                                                                                          <C>
         10.9     Agreement Not to Petition.....................................................................57
         10.10    Trust Indenture Act; Conflict with Trust Indenture Act........................................57
         10.11    Acceptance of Terms of Trust Agreement, Guarantee and Indenture...............................58
         10.12    Counterparts..................................................................................58
         10.13    Exchange Act Obligations......................................................................59

EXHIBITS

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

                                      iii

<PAGE>

                              CROSS-REFERENCE TABLE

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

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

                                       iv

<PAGE>


                    AMENDED AND RESTATED DECLARATION OF TRUST

         AMENDED AND RESTATED DECLARATION OF TRUST, dated as of November __,
2001, among (i) INDEPENDENT BANK CORP., a Massachusetts corporation (including
any successors or assigns, the "Sponsor"), (ii) THE BANK OF NEW YORK, a
banking corporation duly organized and existing under the laws of the State of
New York as property trustee (the "Property Trustee" and, in its separate
corporate capacity and not in its capacity as Property Trustee, the "Bank"),
(iii) THE BANK OF NEW YORK (DELAWARE), a banking corporation duly organized and
existing under the laws of the State of Delaware, as Delaware trustee (the
"Delaware Trustee," and, in its separate corporate capacity and not in its
capacity as Delaware Trustee, the "Delaware Bank") (iv) EDWARD H. SEKSAY, an
individual, ANTHONY W. DIROBBIO, an individual, and DENIS K. SHEAHAN, an
individual, each of whose address is c/o Company (each an "Administrative
Trustee" and collectively the "Administrative Trustees") (the Property Trustee,
the Delaware Trustee and the Administrative Trustees referred to collectively as
the "Trustees"), and (v) the several Holders (as hereinafter defined).

                                    RECITALS

         WHEREAS, the Sponsor, the Delaware Trustee, and EDWARD H. SEKSAY,
ANTHONY W. DIROBBIO and DENIS K. SHEAHAN, each as an Administrative Trustee,
have heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by the entering into that certain Declaration of
Trust dated as of October __, 2001 (the "Original Trust Agreement") and by the
execution and filing by the Delaware Trustee and the Administrative Trustees
with the Secretary of State of the State of Delaware of the Certificate of
Trust, filed on October __, 2001, the form of which is attached as EXHIBIT A;
and

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

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

                                      -1-
<PAGE>

                                    ARTICLE I

                                  DEFINED TERMS

1.1      DEFINITIONS

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

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

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

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

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

         "Act" has the meaning specified in Section 6.8.

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

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

         "Administrative Trustee" means each of Edward H. Seksay, Anthony W.
DiRobbio and Denis K. Sheahan, solely in his capacity as Administrative Trustee
of the Trust formed and continued hereunder and not in his individual capacity,
or such Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

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

                                      -2-
<PAGE>

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

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

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

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

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

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

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

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

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

                                      -3-
<PAGE>

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

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

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

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

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

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

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

         "Common Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $25 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

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

         "Company" means Independent Bank Corp., a Massachusetts corporation.

         "Corporate Trust Office" means the office at which, at any particular
time, the corporate trust business of the Property Trustee or the Debenture
Trustee, as the case may be, shall be principally administered, which office at
the date hereof, in each such case, is located at 101 Barclay Street, New York,
New York 10286.

         "Debenture Event of Default" means an "Event of Default" as defined in
Section 7.1 of the Indenture.

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

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

                                      -4-
<PAGE>

         "Debenture Trustee" means The Bank of New York, a banking organization
organized under the laws of the State of New York and any successor thereto, as
trustee under the Indenture.

         "Debentures" means up to $25,773,200 principal amount of the
Sponsor's ___% Junior Subordinated Debentures due 2031 issued pursuant to the
Indenture.

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

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

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

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

         "Depositary" means DTC or any successor thereto.

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

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

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

         "DTC" means The Depository Trust Company.

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

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

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

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

         (d) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Trustees in this Trust Agreement (other than a
covenant or warranty a default in the performance of which or the breach of
which is dealt with in clause (b) or (c), above) and

                                      -5-
<PAGE>

continuation of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the defaulting Trustee or
Trustees by the Holders of at least 25% in aggregate Liquidation Amount of the
Outstanding Preferred Securities a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder; or

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

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

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

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

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

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

         "Guarantee" means the Preferred Securities Guarantee Agreement executed
and delivered by the Sponsor and The Bank of New York, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the holders of the Preferred Securities, as amended from time to
time.

         "Indenture" means the Indenture, dated as of November __, 2001, between
the Sponsor and the Debenture Trustee, as trustee, as amended or supplemented
from time to time.

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

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

                                      -6-
<PAGE>

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

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

         "Liquidation Amount" means the stated amount of $25 per Trust Security.

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

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

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

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

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

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

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

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

                                      -7-
<PAGE>

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

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

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

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

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

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

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

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

         "Preferred Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $25 and having the rights
provided therefor in this Trust

                                      -8-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

         "Trust Property" means (a) the Debentures; (b) any cash on deposit in,
or owing to, the Payment Account; and (c) all proceeds and rights in respect of
the foregoing and any other

                                      -9-
<PAGE>

property and assets for the time being held or deemed to be held by the Property
Trustee pursuant to the trusts of this Trust Agreement.

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

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

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

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
November __, 2001, among the Trust, the Sponsor and the Underwriter named
therein.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

2.1      NAME.

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

2.2      OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.

         The address of the Delaware Trustee in the State of Delaware is c/o The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, Attn: Corporate Trust Department, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Sponsor. The principal executive office of the Trust
is c/o The Bank of New York, 101 Barclay Street, New York, New York 10286.

2.3      INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES.

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

                                      -10-
<PAGE>

2.4      ISSUANCE OF THE PREFERRED SECURITIES.

         The Sponsor and an Administrative Trustee, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2 and deliver in accordance with the
Underwriting Agreement, Preferred Securities Certificates, registered in the
name of Persons entitled thereto in an aggregate amount of 1,000,000 Preferred
Securities having an aggregate Liquidation Amount of $25,000,000 against receipt
of the aggregate purchase price for such Preferred Securities of $25,000,000
which amount such Administrative Trustee shall promptly deliver to the Property
Trustee.

2.5      ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF
         DEBENTURES.

         Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Sponsor, a Common Securities
Certificate, registered in the name of the Sponsor, in an aggregate amount of
Common Securities having an aggregate Liquidation Amount of $773,200 against
payment by the Sponsor of such amount. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Sponsor Debentures, registered in the name of the Property Trustee on
behalf of the Trust and having an aggregate principal amount equal to $773,200,
and, in satisfaction of the purchase price for such Debentures, the Property
Trustee, on behalf of the Trust, shall deliver to the Sponsor the sum of
$773,200.

2.6      DECLARATION OF TRUST.

         The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures; and (b) to engage in those activities necessary, advisable or
incidental thereto. The Sponsor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it shall hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Delaware Business Trust Act.

2.7      AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

         (a) The Trustees shall conduct the affairs of the Trust in accordance
             with the terms of this Trust Agreement. Subject to the limitations
             set forth in paragraph (b) of this Section 2.7 and Article VIII,
             and in accordance with

                                      -11-
<PAGE>

             the following provisions (i) and (ii), the Administrative Trustees
             shall have the authority to enter into all transactions and
             agreements determined by the Administrative Trustees to be
             appropriate in exercising the authority, express or implied,
             otherwise granted to the Administrative Trustees under this Trust
             Agreement, and to perform all acts in furtherance thereof,
             including without limitation, the following:

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

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

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

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

                 (D) assisting in the listing of the Preferred Securities upon
                     The Nasdaq National Market or such securities exchange or
                     exchanges as shall be determined by the Sponsor, the
                     registration of the Preferred Securities under the Exchange
                     Act, compliance with the listing requirements of The Nasdaq
                     National Market or the applicable securities exchanges and
                     preparation and filing of all periodic and other reports
                     and other documents pursuant to the foregoing;

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

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

                                      -12-
<PAGE>

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

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

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

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

                 (A) the establishment of the Payment Account;

                 (B) the receipt of the Debentures;

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

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

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

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

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

                                      -13-
<PAGE>

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

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

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

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

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

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

             (i) the preparation and filing by the Trust with the Commission and
                 the execution of a registration statement on

                                      -14-
<PAGE>

                 the appropriate form in relation to the Preferred Securities,
                 the Debentures, and the Guarantee, including any amendments
                 thereto;

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

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

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

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

         (d) Notwithstanding anything herein to the contrary, the Trustees are
             authorized and directed to conduct the affairs of the Trust and to
             operate the Trust so that the Trust shall not be deemed to be an
             "investment company" required to be registered under the Investment
             Company Act, shall be classified as a "grantor trust" and not as an
             association taxable as a corporation for United States federal
             income tax purposes and so that the Debentures shall be treated as
             indebtedness of the Sponsor for United States federal income tax
             purposes. In this connection, subject to Section 10.2, the
             Sponsor and the Administrative Trustees are authorized to take
             any action, not inconsistent with applicable law or this Trust
             Agreement, that each of the Sponsor and the Trustees determines
             in their discretion to be necessary or desirable for such purposes.

2.8      ASSETS OF TRUST.

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

                                      -15-
<PAGE>

2.9      TITLE TO TRUST PROPERTY.

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

                                  ARTICLE III

                                 PAYMENT ACCOUNT

3.1      PAYMENT ACCOUNT.

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

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

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

         4.1 DISTRIBUTIONS.

         (a) Distributions on the Trust Securities shall be cumulative, and
             shall accumulate whether or not there are funds of the Trust
             available for the payment of Distributions. Distributions shall
             accumulate from __________ __, 2001, and, except during any
             Extended Interest Payment Period with respect to the Debentures,
             shall be payable quarterly in arrears on the last calendar day of
             March, June, September and December of each year, commencing on
             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 (and without any interest or other

                                      -16-
<PAGE>

             payment in respect of any such delay) except that, if such Business
             Day is in the next succeeding calendar year, such payment shall be
             made on the immediately preceding Business Day (and without any
             reduction of interest or any other payment in respect of any such
             acceleration), in each case with the same force and effect as if
             made on such date (each date on which distributions are payable in
             accordance with this Section 4.1(a), a "Distribution Date").

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

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

         (d) Distributions on the Trust Securities with respect to a
             Distribution Date shall be payable to the Holders thereof as they
             appear on the Securities Register for the Trust Securities on the
             relevant record date, which shall be the 15th day of March, June,
             September or December for Distributions payable on the last
             calendar day of the respective month; provided, however, that for
             any Trust Securities held in global form, Distributions shall be
             payable to the Holder thereof as of one Business Day immediately
             preceding the Distribution Date.

         4.2 REDEMPTION.

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

         (b) Notice of redemption shall be given by the Property Trustee by
             first-class mail, postage prepaid, mailed not less than 30 nor more
             than 60 days prior to the Redemption Date to each Holder of Trust
             Securities to be redeemed, at such Holder's address appearing in
             the Securities Register. The

                                      -17-
<PAGE>

             Property Trustee shall have no responsibility for the accuracy of
             any CUSIP number contained in such notice. All notices of
             redemption shall state:

             (i) the Redemption Date;

            (ii) the Redemption Price;

           (iii)  the CUSIP number;

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

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

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

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

         (d) If the Property Trustee gives a notice of redemption in respect of
             any Preferred Securities, then, by 12:00 noon, New York City time,
             on the Redemption Date, the Property Trustee, subject to Section
             4.2(c), shall, with respect to Preferred Securities held in global
             form, deposit with the Clearing Agency for such Preferred
             Securities, to the extent available therefor, funds sufficient to
             pay the applicable Redemption Price and will give such Clearing
             Agency irrevocable instructions and authority to pay the Redemption
             Price to the Holders of the Preferred Securities. With respect to
             Trust Securities that are not held in global form, the Property
             Trustee, subject to Section 4.2(c), shall deposit with the Paying
             Agent funds sufficient to pay the applicable Redemption Price and
             shall give the Paying Agent irrevocable instructions and authority
             to pay the Redemption Price to the record holders thereof upon
             surrender of their Preferred Securities Certificates.
             Notwithstanding the foregoing, Distributions payable on or prior to
             the Redemption Date for any Trust Securities called for redemption
             shall be payable to the Holders of such Trust Securities as they
             appear on the Securities Register for the Trust

                                      -18-
<PAGE>

             Securities on the relevant record dates for the related
             Distribution Dates. If notice of redemption shall have been given
             and funds deposited as required, then upon the date of such
             deposit, (i) all rights of Securityholders holding Trust Securities
             so called for redemption shall cease, except the right of such
             Securityholders to receive the Redemption Price, but without
             interest and (ii) such Trust Securities shall cease to be
             Outstanding. In the event that any date on which any Redemption
             Price is payable is not a Business Day, then payment of the
             Redemption Price payable on such date shall be made on the next
             succeeding day that is a Business Day (and without any interest or
             other payment in respect of any such delay) except that, if such
             Business Day is in the next succeeding calendar year, such payment
             shall be made on the immediately preceding Business Day (and
             without any reduction of interest or any other payment in respect
             of any such acceleration), in each case with the same force and
             effect as if made on such date. In the event that payment of the
             Redemption Price in respect of any Trust Securities called for
             redemption is improperly withheld or refused and not paid either by
             the Trust or by the Sponsor pursuant to the Guarantee,
             Distributions on such Trust Securities shall continue to
             accumulate, at the then applicable rate, from the Redemption Date
             originally established by the Trust for such Trust Securities to
             the date such Redemption Price is actually paid, in which case the
             actual payment date shall be the date fixed for redemption for
             purposes of calculating the Redemption Price.

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

         (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
             Securities are to be redeemed on a Redemption Date, then the
             aggregate Liquidation Amount of Trust Securities to be redeemed
             shall be allocated on a pro rata basis (based on Liquidation
             Amounts) among the Common Securities and the Preferred Securities.
             The particular Preferred Securities to be redeemed shall be
             selected not more than 60 days prior to the Redemption Date by the
             Property Trustee from the Outstanding Preferred Securities not
             previously called for redemption, by such method (including,
             without limitation, by lot) as the Property Trustee shall deem fair
             and appropriate and which may provide for the selection for
             redemption of portions (equal to such Liquidation Amount or an
             integral multiple of such Liquidation Amount in excess thereof) of
             the Liquidation Amount of Preferred Securities of a denomination
             larger than such Liquidation Amount; PROVIDED, HOWEVER, in the
             event the redemption relates only to Preferred Securities purchased
             and held by the Sponsor being redeemed in exchange for a Like
             Amount of Debentures, the Property Trustee shall select those
             particular Preferred Securities for redemption. The Property

                                      -19-
<PAGE>

             Trustee shall promptly notify the Securities Registrar in writing
             of the Preferred Securities selected for redemption and, in the
             case of any Preferred Securities selected for partial redemption,
             the Liquidation Amount thereof to be redeemed. For all purposes of
             this Trust Agreement, unless the context otherwise requires, all
             provisions relating to the redemption of Preferred Securities shall
             relate, in the case of any Preferred Securities redeemed or to be
             redeemed only in part, to the portion of the Liquidation Amount of
             Preferred Securities which has been or is to be redeemed.

         4.3 SUBORDINATION OF COMMON SECURITIES.

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

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

                                      -20-
<PAGE>

         4.4 PAYMENT PROCEDURES.

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

         4.5 TAX RETURNS AND REPORTS.

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

         4.6 PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

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

         4.7 PAYMENTS UNDER INDENTURE.

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

                                      -21-
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                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

         5.1 INITIAL OWNERSHIP.

         Upon the creation of the Trust and the contribution by the Sponsor
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 Sponsor shall
be the sole beneficial owner of the Trust.

         5.2 THE TRUST SECURITIES CERTIFICATES.

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

         5.3 EXECUTION, AUTHENTICATION AND DELIVERY OF TRUST SECURITIES
             CERTIFICATES.

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

             (b) A Preferred Securities Certificate shall not be valid until
                 authenticated by the manual signature of an authorized
                 signatory of the Property Trustee in substantially the form of
                 EXHIBIT D attached hereto. The signature shall be conclusive
                 evidence that the Preferred Securities Certificate has been
                 authenticated under this Trust Agreement. Each Preferred
                 Security Certificate shall be dated the date of its
                 authentication.

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

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

         5.3A. GLOBAL PREFERRED SECURITY

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

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

               (c) If a Preferred Security is to be exchanged in whole or in
                   part for a beneficial interest in a Global Preferred
                   Security, then either (i) such Global Preferred Security
                   shall be so surrendered for exchange or cancellation as
                   provided in this Article V or (ii) the Liquidation Amount
                   thereof shall be reduced or increased by an amount equal to
                   the portion thereof to be so exchanged or cancelled, or equal
                   to the Liquidation Amount of such other Preferred Securities
                   to be so exchanged for a beneficial interest therein, as the
                   case may be, by means of an appropriate adjustment made on
                   the records of the Securities Registrar, whereupon the
                   Property Trustee, in accordance with the rules and procedures
                   of the Depositary for such Global Preferred Security (the
                   "Applicable Procedures"), shall instruct the Clearing Agency
                   or its authorized representative to make a corresponding
                   adjustment to its records. Upon any such surrender or
                   adjustment of a Global Preferred Security by the Clearing
                   Agency, accompanied by registration instructions, the
                   Administrative Trustees shall execute and the Property
                   Trustee shall, subject to Section 5.4(b) and as otherwise
                   provided in this Article V,

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<PAGE>

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

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

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

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

         5.4 REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES
             CERTIFICATES.

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

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                 Certificates) and registration of transfers and exchanges of
                 Preferred Securities Certificates as herein provided. The
                 Property Trustee shall be the initial Securities Registrar.

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

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

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

             (e) Preferred Securities may only be transferred, in whole or in
                 part, in accordance with the terms and conditions set forth in
                 this Trust Agreement. To the fullest extent permitted by law,
                 any transfer or

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<PAGE>

                 purported transfer of any Preferred Security not made in
                 accordance with this Trust Agreement shall be null and void. A
                 Preferred 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 Preferred Security that is not
                 a Global Preferred Security as provided in Section 5.4(a). A
                 beneficial interest in a Global Preferred Security may be
                 exchanged for a Preferred Security that is not a Global
                 Preferred Security only as provided in Section 5.3A.

         5.5 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES.

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

         5.6 PERSONS DEEMED SECURITYHOLDERS.

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

         5.7 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES.

         At any time when the Property Trustee is not also acting as the
Securities Registrar, the Administrative Trustees or the Sponsor shall furnish
or cause to be furnished to the Property Trustee (a) within five Business Days
of March 15, June 15, September 15 and December 15 of each year, a list, in such
form as the Property Trustee may reasonably require, of the names and addresses
of the Securityholders as of the most recent record date; and (b) promptly after
receipt by any Administrative Trustee or the Sponsor of a request therefor
from the Property Trustee in order to enable the Property Trustee to discharge
its obligations under this Trust Agreement, in each case to the extent such
information is in the possession or control of the Administrative

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Trustees or the Sponsor and is not identical to a previously supplied list or
has not otherwise been received by the Property Trustee in its capacity as
Securities Registrar. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act. Each Holder, by receiving and holding a
Trust Securities Certificate, and each owner shall be deemed to have agreed not
to hold the Sponsor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

         5.8 MAINTENANCE OF OFFICE OR AGENCY.

         The Administrative Trustees shall maintain, or cause to be maintained,
in The City of New York, or other location designated by the Administrative
Trustees, an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Administrative Trustees initially
designate the Corporate Trust Office of the Property Trustee, The Bank of New
York, as the principal corporate trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Sponsor and to
the Securityholders of any change in the location of the Securities Register or
any such office or agency.

         5.9 APPOINTMENT OF PAYING AGENT.

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

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for so long as the Property Trustee shall act as Paying Agent and, to the extent
applicable, to any other Paying Agent appointed hereunder. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

         5.10 OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

         On the Closing Date, the Sponsor shall acquire and retain beneficial
and record ownership of the Common Securities. To the fullest extent permitted
by law, any attempted transfer of the Common Securities (other than a transfer
in connection with a merger or consolidation of the Sponsor into another
corporation pursuant to Section 12.1 of the Indenture) shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Sponsor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE
EXCEPT AS PROVIDED IN THE TRUST AGREEMENT (AS DEFINED BELOW)."

         5.11 TRUST SECURITIES CERTIFICATES.

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

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

         5.12 NOTICES TO CLEARING AGENCY.

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

         5.13 RIGHTS OF SECURITYHOLDERS.

              (a) The legal title to the Trust Property is vested exclusively in
                  the Property Trustee (in its capacity as such) in accordance
                  with Section 2.9, and the Securityholders shall not have any
                  right or title therein other than the undivided beneficial
                  interest in the assets of the Trust conferred by their

                                      -28-
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                  Trust Securities and they shall have no right to call for any
                  partition or division of property, profits or rights of the
                  Trust except as described below. The Trust Securities shall be
                  personal property giving only the rights specifically set
                  forth therein and in this Trust Agreement. The Trust
                  Securities shall have no preemptive or similar rights. When
                  issued and delivered to Holders of the Preferred Securities
                  against payment of the purchase price therefor, the Preferred
                  Securities shall be fully paid and nonassessable interests in
                  the Trust. The Holders of the Preferred Securities, in their
                  capacities as such, shall be entitled to the same limitation
                  of personal liability extended to stockholders of private
                  corporations for profit organized under the General
                  Corporation Law of the State of Delaware.

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

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

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

         6.1 LIMITATIONS ON VOTING RIGHTS.

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

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                 construed so as to constitute the Securityholders from time
                 to time as partners or members of an association.

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

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

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         6.2 NOTICE OF MEETINGS.

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

         6.3 MEETINGS OF PREFERRED SECURITYHOLDERS.

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

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

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

         6.4 VOTING RIGHTS.

         Securityholders shall be entitled to one vote for each $25 of
Liquidation Amount represented by their Trust Securities (with any fractional
multiple thereof rounded up or down as the case may be to the closest integral
multiple) in respect of any matter as to which such Securityholders are entitled
to vote.

         6.5 PROXIES, ETC.

         At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy, shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustees, or
with such other officer or agent of the Trust as the Administrative Trustees may
direct, for verification prior to the time at which such vote shall be

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<PAGE>

taken. Only Holders shall be entitled to vote. When Trust Securities are held
jointly by several Persons, any one of them may vote at any meeting in person or
by proxy in respect of such Trust Securities, but if more than one of them shall
be present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be executed
by or on behalf of a Securityholder shall be deemed valid unless challenged at
or prior to its exercise, and, the burden of proving invalidity shall rest on
the challenger. No proxy shall be valid more than three years after its date of
execution.

         6.6 SECURITYHOLDER ACTION BY WRITTEN CONSENT.

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

         6.7 RECORD DATE FOR VOTING AND OTHER PURPOSES.

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

         6.8 ACTS OF SECURITYHOLDERS.

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

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<PAGE>

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

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

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

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

         6.9 INSPECTION OF RECORDS.

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

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         7.1 REPRESENTATIONS AND WARRANTIES OF THE BANK AND THE PROPERTY
             TRUSTEE.

         The Bank and the Property Trustee, each severally on behalf of and as
to itself, as of the date hereof, and each successor Property Trustee at the
time of the successor Property Trustee's acceptance of its appointment as
Property Trustee hereunder (in the case of a successor Property

                                      -33-
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Trustee, the term "Bank" as used herein shall be deemed to refer to such
successor Property Trustee in its separate corporate capacity), hereby
represents and warrants (as applicable) for the benefit of the Sponsor and the
Securityholders that:

             (a) the Bank is duly organized, validly existing and in good
                 standing under the laws of the State of New York;

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

             (c) this Trust Agreement has been duly authorized, executed and
                 delivered by the Property Trustee and constitutes the valid and
                 legally binding agreement of the Property Trustee enforceable
                 against it in accordance with its terms, subject to bankruptcy,
                 insolvency, fraudulent transfer, reorganization, moratorium and
                 similar laws of general applicability relating to or affecting
                 creditors, rights and to general equity principles;

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

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

             (f) there are no proceedings pending or, to the best of the
                 Property Trustee's knowledge, threatened against or affecting
                 the Bank or the Property

                                      -34-
<PAGE>

                 Trustee in any court or before any governmental authority,
                 agency or arbitration board or tribunal which, individually or
                 in the aggregate, would materially and adversely affect the
                 Trust or would question the right, power and authority of the
                 Property Trustee to enter into or perform its obligations as
                 one of the Trustees under this Trust Agreement; and

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

         7.2 REPRESENTATIONS AND WARRANTIES OF THE DELAWARE BANK AND THE
             DELAWARE TRUSTEE.

         The Delaware Bank and the Delaware Trustee, each severally on behalf of
and as to itself, as of the date hereof, and each successor Delaware Trustee at
the time of the successor Delaware Trustee's acceptance of appointment as
Delaware Trustee hereunder (the term "Delaware Bank" being used to refer to such
successor Delaware Trustee in its separate corporate capacity), hereby
represents and warrants (as applicable) for the benefit of the Sponsor and the
Securityholders that:

             (a) the Delaware Bank is duly organized, validly existing and in
                 good standing under the laws of the State of Delaware;

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

             (c) this Trust Agreement has been duly authorized, executed and
                 delivered by the Delaware Trustee and constitutes the valid and
                 legally binding agreement of the Delaware Trustee enforceable
                 against it in accordance with its terms, subject to bankruptcy,
                 insolvency, fraudulent transfer, reorganization, moratorium and
                 similar laws of general applicability relating to or affecting
                 creditors, rights and to general equity principles;

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

                                      -35-
<PAGE>

                 Delaware, as the case may be, governing the banking or trust
                 powers of the Delaware Bank or the Delaware Trustee (as
                 appropriate in context) or any order, judgment or decree
                 applicable to the Delaware Bank or the Delaware Trustee;

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

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

         7.3 REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

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

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

                                      -36-
<PAGE>

                                  ARTICLE VIII

                                    TRUSTEES

         8.1 CERTAIN DUTIES AND RESPONSIBILITIES.

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

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

                                      -37-
<PAGE>

                 Agreement or, in the case of the Property Trustee, in the
                 Trust Indenture Act.

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

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

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

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

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

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

         8.2 CERTAIN NOTICES.

             (a) Within five Business Days after the occurrence of any Event of
                 Default actually known to the Property Trustee, the Property
                 Trustee shall transmit, in the manner and to the extent
                 provided in Section 10.8, notice of such Event of Default to
                 the Securityholders, the Administrative

                                      -38-
<PAGE>

                 Trustees and the Sponsor, unless such Event of Default shall
                 have been cured or waived. For purposes of this Section 8.2 the
                 term "Event of Default" means any event that is, or after
                 notice or lapse of time or both would become, an Event of
                 Default.

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

         8.3 CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 8.1:

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

             (b) if (i) in performing its duties under this Trust Agreement, the
                 Property Trustee is required to decide between alternative
                 courses of action; or (ii) in construing any of the provisions
                 of this Trust Agreement, the Property Trustee finds the same
                 ambiguous or inconsistent with other provisions contained
                 herein; or (iii) the Property Trustee is unsure of the
                 application of any provision of this Trust Agreement, then,
                 except as to any matter as to which the Preferred
                 Securityholders are entitled to vote under the terms of this
                 Trust Agreement, the Property Trustee shall deliver a notice to
                 the Sponsor requesting written instructions of the Sponsor
                 as to the course of action to be taken and the Property Trustee
                 shall take such action, or refrain from taking such action, as
                 the Property Trustee shall be instructed in writing to take, or
                 to refrain from taking, by the Sponsor; PROVIDED, HOWEVER,
                 that if the Property Trustee does not receive such instructions
                 of the Sponsor within 10 Business Days after it has delivered
                 such notice, or such reasonably shorter period of time set
                 forth in such notice (which to the extent practicable shall not
                 be less than 2 Business Days), it may, but shall be under no
                 duty to, take or refrain from taking such action not
                 inconsistent with this Trust Agreement as it shall deem
                 advisable and in the best interests of the Securityholders, in

                                      -39-
<PAGE>

                 which event the Property Trustee shall have no liability except
                 for its own bad faith, negligence or willful misconduct;

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

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

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

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

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

             (h) the Property Trustee shall not be bound to make any
                 investigation into the facts or matters stated in any
                 resolution, certificate, statement, instrument,

                                      -40-
<PAGE>

                 opinion, report, notice, request, consent, order, approval,
                 bond, debenture, note or other evidence of indebtedness or
                 other paper or document, unless requested in writing to do so
                 by one or more Securityholders, but the Property Trustee may
                 make such further inquiry or investigation into such facts or
                 matters as it may see fit;

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

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

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

         8.4 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

                                      -41-
<PAGE>

         8.5 MAY HOLD SECURITIES.

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

         8.6 COMPENSATION; INDEMNITY; FEES.

         The Sponsor agrees:

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

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

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

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

                                      -42-
<PAGE>

         8.7 CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

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

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

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

         8.8 CONFLICTING INTERESTS.

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

         8.9 CO-TRUSTEES AND SEPARATE TRUSTEE.

             (a) Unless a Debenture Event of Default shall have occurred and be
                 continuing, at any time or times, for the purpose of meeting
                 the legal 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 Sponsor shall have power to appoint, and
                 upon the written request of the Property Trustee, the Sponsor
                 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

                                      -43-
<PAGE>

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

             (b) Should any written instrument from the Sponsor 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 Sponsor.

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

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

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

                                      -44-
<PAGE>

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

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

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

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

         8.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

              (c) Unless a Debenture Event of Default shall have occurred and be
                 continuing, any Trustee may be removed at any time by Act of
                 the Common Securityholder. If a Debenture Event of Default
                 shall have occurred and be continuing, the Property Trustee or
                 the Delaware Trustee,

                                      -45-
<PAGE>

                 or both of them, may be removed at such time by Act of the
                 Holders of a majority in Liquidation Amount of the Preferred
                 Securities, delivered to the Relevant Trustee (in its
                 individual capacity and on behalf of the Trust). An
                 Administrative Trustee may be removed by the Common
                 Securityholder at any time.

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

             (e) The Property Trustee shall give notice of each resignation and
                 each removal of a Trustee and each appointment of a successor
                 Trustee to all Securityholders in the manner provided in
                 Section 10.8 and shall give notice to the Sponsor. Each
                 notice shall include the name of the successor Relevant Trustee
                 and the address of its Corporate Trust office if it is the
                 Property Trustee.

                                      -46-
<PAGE>

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

         8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

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

         8.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

         Any Person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee may be merged or converted or with which it may be
consolidated, or any Person

                                      -47-
<PAGE>

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

         8.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.

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

         8.14 REPORTS BY PROPERTY TRUSTEE.

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

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

         8.15 REPORTS TO THE PROPERTY TRUSTEE.

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

         8.16 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

                                      -48-
<PAGE>

         8.17 NUMBER OF TRUSTEES.

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

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

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

         8.18 DELEGATION OF POWER.

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

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

                                      -49-
<PAGE>

         8.19 VOTING.

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

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

         9.1 TERMINATION UPON EXPIRATION DATE.

         Unless earlier dissolved, the Trust shall automatically dissolve on
_______ __, 2031 (the "Expiration Date"), subject to distribution of the Trust
Property in accordance with Section 9.4.

         9.2 EARLY TERMINATION.

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

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

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

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

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

         9.3 TERMINATION.

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

                                      -50-
<PAGE>

to the Trust or the Securityholders; and (d) the filing of a Certificate of
Cancellation by an Administrative Trustee under the Delaware Business Trust Act.

         9.4 LIQUIDATION.

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

                 (i)   state the Liquidation Date;

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

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

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

             (c) Except where Section 9.2(c) or 9.4(d) applies, after the
                 Liquidation Date, (i) the Trust Securities shall no longer be
                 deemed to be outstanding; (ii) certificates representing a Like
                 Amount of Debentures shall be issued to Holders of Trust
                 Securities Certificates upon surrender of such certificates to
                 the Administrative Trustees or their agent for exchange; (iii)
                 the Sponsor shall use its reasonable efforts to have the
                 Debentures listed on the Nasdaq National Market or on such
                 other securities exchange or other organization as the
                 Preferred Securities are then listed or traded;

                                      -51-
<PAGE>

                 (iv) any Trust Securities Certificates not so surrendered
                 for exchange shall be deemed to represent a Like Amount of
                 Debentures, accruing interest at the rate provided for in
                 the Debentures from the last Distribution Date on which a
                 Distribution was made on such Trust Securities Certificates
                 until such certificates are so surrendered (and until such
                 certificates are so surrendered, no payments of interest or
                 principal shall be made to Holders of Trust Securities
                 Certificates with respect to such Debentures); and (v) all
                 rights of Securityholders holding Trust Securities shall
                 cease, except the right of such Securityholders to receive
                 Debentures upon surrender of Trust Securities Certificates.

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

         9.5 MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE
             TRUST.

         The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Section 9.5. At the request of the Sponsor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any state; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities; or (b) substitutes for the Preferred
Securities other securities

                                      -52-
<PAGE>

having substantially the same terms as the Preferred Securities (the "Successor
Securities") so long as the Successor Securities rank the same as the Preferred
Securities rank in priority with respect to distributions and payments upon
liquidation, redemption and otherwise; (ii) the Sponsor expressly appoints a
trustee of such successor entity possessing substantially the same powers and
duties as the Property Trustee as the holder of the Debentures; (iii) the
Successor Securities are listed or traded, or any Successor Securities shall be
listed or traded upon notification of issuance, on any national securities
exchange or other organization on which the Preferred Securities are then
listed, if any; (iv) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the holders of the Preferred Securities (including any
Successor Securities) in any material respect; (v) such successor entity has a
purpose substantially identical to that of the Trust; (vi) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Sponsor has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect; and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity shall be required to register as an "investment company" under the
Investment Company Act; and (vii) the Sponsor owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee, the Debentures, and this Trust Agreement. For purposes of this
Section 9.5, any such consolidation, merger, sale, conveyance, transfer or other
disposition as a result of which (a) the Company is not the surviving Person,
and (b) the same Person is not both (i) the primary obligor in respect of the
Debentures and (ii) the Guarantor under that certain Preferred Securities
Guarantee Agreement of even date herewith (the "Guarantee") between the Company
and The Bank of New York, shall be deemed to constitute a replacement of the
Trust by a successor entity; provided further that, notwithstanding the
foregoing, in the event that upon the consummation of such a consolidation,
merger, sale, conveyance, transfer or other disposition, the parent company (if
any) of the Company, or its successor, is a bank holding company or financial
holding company or comparably regulated financial institution, such parent
company shall guarantee the obligations of the Trust (and any successor thereto)
under the Preferred Securities (including any Successor Securities) at least to
the extent provided by the Guarantee, the Debentures, and the Trust Agreement.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
holders of 100% in Liquidation Amount of the Preferred Securities, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or lease
its properties and assets substantially as an entirety to any other Person or
permit any other Person to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger or replacement would
cause the Trust or the successor entity to be classified as other than a grantor
trust for United States federal income tax purposes.

                                      -53-
<PAGE>

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

         10.1 LIMITATION OF RIGHTS OF SECURITYHOLDERS.

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

         10.2 AMENDMENT.

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

                                      -54-
<PAGE>

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

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

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

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

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

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

                                      -55-
<PAGE>

         10.3 SEVERABILITY.

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

         10.4 GOVERNING LAW.

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

         10.5 PAYMENTS DUE ON NON-BUSINESS DAY.

         If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day which is a Business Day, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day (and without any reduction of
interest or any other payment in respect of any such acceleration), in each case
with the same force and effect as though made on the date fixed for such
payment, and no distribution shall accumulate thereon for the period after such
date.

         10.6 SUCCESSORS.

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

         10.7 HEADINGS.

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

         10.8 REPORTS, NOTICES AND DEMANDS.

         Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Sponsor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Sponsor, to Independent Bank
Corp., 288 Union Street, Rockland,

                                      -56-
<PAGE>

Massachusetts 02370, Attention: Chief Financial Officer, facsimile no:(781)
982-6591. Any notice to Preferred Securityholders shall also be given to such
owners as have, within two years preceding the giving of such notice, filed
their names and addresses with the Property Trustee for that purpose. Such
notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee and the Administrative Trustees to The
Bank of New York, 101 Barclay Street, New York, New York 10286, Attention
either: Corporate Trust Trustee Administration for the Property Trustee or
Administrative Trustees of Independent Capital Trust III; and (b) with respect
to the Delaware Trustee, to The Bank of New York (Delaware), 23 White Clay
Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust
Department. Such notice, demand or other communication to or upon the Trust or
the Property Trustee shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Trust or the Property Trustee.

         10.9 AGREEMENT NOT TO PETITION.

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

         10.10 TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

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

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

                                      -57-
<PAGE>

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

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

         10.11 ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE.

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

         10.12 COUNTERPARTS.

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

         10.13 EXCHANGE ACT OBLIGATIONS.

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

                            [SIGNATURE PAGE FOLLOWS]

                                      -58-
<PAGE>

INDEPENDENT BANK CORP.

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

THE BANK OF NEW YORK, AS
      PROPERTY TRUSTEE

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

THE BANK OF NEW YORK (DELAWARE), AS
     DELAWARE TRUSTEE

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

--------------------------------
Edward H. Seksay,
     as Administrative Trustee

--------------------------------
Anthony W. DiRobbio ,
     as Administrative Trustee

--------------------------------
Denis K. Sheahan,
     as Administrative Trustee

                                      -59-
<PAGE>

                                                                      EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                          INDEPENDENT CAPITAL TRUST III

         This Certificate of Trust is being executed as of October 30, 2001 for
the purposes of organizing a business trust pursuant to the Delaware Business
Trust Act, 12 Del. C.ss.ss.3801 et seq. (the "Act").

         The undersigned hereby certifies as follows:

1.       Name. The name of the business trust is "Independent Capital Trust III"
         (the "Trust").

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

         The Bank of New York (Delaware)
         White Clay Center
         Route 273
         Newark, Delaware 19711

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

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

THE BANK OF NEW YORK (DELAWARE), AS
  DELAWARE TRUSTEE

By: /s/ Michael Santino
    --------------------------------
        Name: Michael Santino
        Title: Senior Vice President

                                      A-1

<PAGE>

ADMINISTRATIVE TRUSTEE

/s/ Edward H. Seksay
--------------------------------------
Name: Edward H. Seksay

ADMINISTRATIVE TRUSTEE

/s/ Anthony W. DiRobbio
--------------------------------------
Name: Anthony W. DiRobbio

ADMINISTRATIVE TRUSTEE

/s/ Denis K. Sheahan
--------------------------------------
Name: Denis K. Sheahan

                                      A-2

<PAGE>

                                                                      EXHIBIT B

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

CERTIFICATE NUMBER 1                        NUMBER OF COMMON SECURITIES 773,200

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                          INDEPENDENT CAPITAL TRUST III

                                COMMON SECURITIES
                  (LIQUIDATION AMOUNT $25 PER COMMON SECURITY)

         INDEPENDENT BANK CAPITAL TRUST III, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
INDEPENDENT BANK CORP. (the "Holder") is the registered owner of seven hundred
seventy three thousand two hundred(773,200) common securities of the Trust
representing undivided beneficial interests in the assets of the Trust and
designated the Common Securities (liquidation amount $25 per Common Security)
(the "Common Securities"). Except as provided in Section 5.10 of the Trust
Agreement (as defined below), the Common Securities are not transferable, to the
fullest extent permitted below, and any attempted prohibited transfer hereof
shall be void. The designations, rights, privileges, restrictions, preferences,
and other terms and provisions of the Common Securities are set forth in, and
this certificate and the Common Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Declaration of Trust dated as of November __, 2001, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of the Common Securities as set forth therein. The Trust shall furnish
a copy of the Trust Agreement to the Holder without charge upon written request
to the Trust at its principal place of business or registered office.

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

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ___ day of ______________, 2001.

INDEPENDENT BANK CAPITAL TRUST III

By:
   -----------------------------------------
   Name: Anthony W. DiRobbio
   Title: Administrative Trustee

                                      B-1

<PAGE>

                                                                      EXHIBIT C

CERTIFICATE NUMBER 1                   NUMBER OF PREFERRED SECURITIES 1,000,000

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                          INDEPENDENT CAPITAL TRUST III

                   ___% CUMULATIVE TRUST PREFERRED SECURITIES
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

                                                          CUSIP NO. __________

         Independent Capital Trust III, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that Cede &
Co, Inc. (the "Holder") is the registered owner of one million (1,000,000)
preferred securities of the Trust representing undivided beneficial interests in
the assets of the Trust and designated the ___% Cumulative Trust Preferred
Securities (liquidation amount $25 per Preferred Security) (the "Preferred
Securities"). The Preferred Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
Certificate duly endorsed and in proper form for transfer as provided in Section
5.4 of the Trust Agreement (as defined herein). The designations, rights,
privileges, restrictions, preferences, and other terms and provisions of the
Preferred Securities are set forth in, and this Certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Declaration of Trust of
the Trust dated as of November __, 2001, as the same may be amended from time to
time (the "Trust Agreement"), including the designation of the terms of
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Preferred Securities Guarantee Agreement entered into by
Independent Bank Corp., a Massachusetts corporation, and The Bank of New York as
guarantee trustee, dated as of November __, 2001, as the same may be amended
from time to time (the "Guarantee"), to the extent provided therein. The Trust
shall furnish a copy of the Trust Agreement and the Guarantee to the Holder
without charge upon written request to the Trust at its principal place of
business or registered office.

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

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

                                      D-1

<PAGE>

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this Certificate this ___ day of ________, 2001.

INDEPENDENT CAPITAL TRUST III

By:
   --------------------------------------------
   Anthony W. DiRobbio
   Administrative Trustee


                                      D-2

<PAGE>

                                     LEGEND
                           FOR CERTIFICATES EVIDENCING
                        GLOBAL PREFERRED SECURITIES ONLY:

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

                                      D-3

<PAGE>

                        [FORM OF REVERSE OF CERTIFICATE]

         The Trust will furnish without charge to any registered owner of
Preferred Securities who so requests, a copy of the Trust Agreement and the
Guarantee. Any such request should be in writing and addressed to Independent
Capital Trust III, C/O THE BANK OF NEW YORK, 101 BARCLAY STREET, NEW YORK, NEW
YORK 10286, or to the Registrar named on the face of this Certificate.

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

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

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

                                   ASSIGNMENT

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



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

                    (insert address and zip code of assignee)

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

substitution in the premises.

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

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

                                      D-4

<PAGE>

                                                                      EXHIBIT D

             FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION

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

THE BANK OF NEW YORK,
   as Authentication Agent and Registrar

By:
   -------------------------------------
         AUTHORIZED SIGNATURE


                                       E-1