<PAGE>

                                                                     EXHIBIT 4.9

                              BBC CAPITAL TRUST II

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      AMONG

                    BANKATLANTIC BANCORP, INC., AS DEPOSITOR

                  WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                         DATED AS OF ___________, _____


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                        <C>                                                          <C>
ARTICLE I                  DEFINED TERMS
Section 101.               Definitions

ARTICLE II                 ESTABLISHMENT OF THE TRUST
Section 201.               Name
Section 202.               Office of the Property Trustee;
                           Principal Place of Business
Section 203.               Initial Contribution of Trust Property;
                           Organizational Expenses
Section 204.               Issuance of the Preferred Securities.
Section 205.               Issuance of the Common Securities;
                           Subscription and Purchase of Debentures.
Section 206.               Declaration of Trust
Section 207.               Authorization to Enter into Certain
                           Transactions.
Section 208.               Assets of Trust
Section 209.               Title to Trust Property

ARTICLE III                PAYMENT ACCOUNT
Section 301.               Payment Account

ARTICLE IV                 DISTRIBUTIONS; REDEMPTION
Section 401.               Distributions
Section 402.               Redemption.
Section 403.               Subordination of Common Securities.
Section 404.               Payment Procedures
Section 405.               Tax Returns and Reports
Section 406.               Payment of Taxes, Duties, etc. of the
                           Trust
Section 407.               Payments Under Indenture.

ARTICLE V                  TRUST SECURITIES CERTIFICATES
Section 501.               Initial Ownership
Section 502.               The Trust Securities Certificates
Section 503.               Execution and Delivery of Trust
                           Securities Certificates
Section 504.               Registration of Transfer and Exchange of
                           Preferred Securities Certificates
Section 505.               Mutilated, Destroyed, Lost or Stolen
                           Trust Securities Certificates
Section 506.               Persons Deemed Securityholders
Section 507.               Access to List of Securityholders' Names
                           and Addresses
Section 508.               Maintenance of Office or Agency
</TABLE>


                                      - i -

<PAGE>

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                        <C>                                                          <C>
Section 509.               Appointment of Paying Agent
Section 510.               Ownership of Common Securities by
                           Depositor
Section 511.               Preferred Securities Certificates
Section 512.               Global Preferred Security
Section 513.               Notice to Clearing Agency
Section 514.               Rights of Securityholders

ARTICLE VI.                ACTS OF SECURITYHOLDERS; MEETINGS;
                           VOTING
Section 601.               Limitations on Voting Rights
Section 602.               Notice of Meetings
Section 603.               Meetings of Preferred Securityholders
Section 604.               Voting Rights
Section 605.               Proxies, etc.
Section 606.               Securityholder Action by Written
                           Consent
Section 607.               Record Date for Voting and Other
                           Purposes
Section 608.               Acts of Securityholders
Section 609.               Inspection of Records

ARTICLE VII.               REPRESENTATIONS AND WARRANTIES.
Section 701.               Representations and Warranties of the
                           Bank and the Property Trustee
Section 702.               Representations and Warranties of
                           Depositor

ARTICLE VIII.              TRUSTEES.
Section 801.               Certain Duties and Responsibilities
Section 802.               Certain Notices
Section 803.               Certain Rights of Property Trustee
Section 804.               Not Responsible for Recitals or Issuance
                           of Securities
Section 805.               May Hold Securities
Section 806.               Compensation; Indemnity; Fees
Section 807.               Corporate Property Trustee Required;
                           Eligibility of Trustees
Section 808.               Conflicting Interests
Section 809.               Co-Trustees and Separate Trustee.
Section 810.               Resignation and Removal; Appointment of
                           Successor
Section 811.               Acceptance of Appointment by Successor
Section 812.               Merger, Conversion, Consolidation or
                           Succession to Business
Section 813.               Preferential Collection of Claims Against
</TABLE>


                                     - ii -

<PAGE>

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                        <C>                                                          <C>
                           Depositor or Trust
Section 814.               Reports by Property Trustee
Section 815.               Reports to the Property Trustee
Section 816.               Evidence of Compliance with Conditions
                           Precedent
Section 817.               Number of Trustees
Section 818.               Delegation of Power
Section 819.               Voting

ARTICLE IX.                TERMINATION, LIQUIDATION AND MERGER
Section 901.               Termination Upon Expiration Date
Section 902.               Early Termination
Section 903.               Termination
Section 904.               Liquidation
Section 905.               Mergers, Consolidations, Amalgamations or
                           Replacements of the Trust

ARTICLE X.                 MISCELLANEOUS PROVISIONS.
Section 1001.              Limitation of Rights of Securityholders
Section 1002.              Amendment
Section 1003.              Separability
Section 1004.              Governing Law
Section 1005.              Payments Due on Non-Business Day
Section 1006.              Successors
Section 1007.              Headings
Section 1008.              Reports, Notices and Demands
Section 1009.              Agreement Not to Petition
Section 1010.              Trust Indenture Act; Conflict with Trust
                           Indenture Act
Section 1011.              Acceptance of Terms of Trust Agreement,
                           Guarantee and Indenture

Exhibit A                  Certificate of Trust
Exhibit B                  Form of Certificate Depository Agreement
Exhibit C                  Form of Common Securities Certificate
Exhibit D                  Form of Expense Agreement
Exhibit E                  Form of Preferred Securities Certificate
</TABLE>


                                     - iii -

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
         Section of                                                           Section of Amended
    Trust Indenture Act                                                         and Restated
    of 1939, as amended                                                        Trust Agreement
    -------------------                                                       ------------------
    <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 any interpretation of any of its terms or
         provisions.


                                     - iv -

<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

AMENDED AND RESTATED TRUST AGREEMENT, dated as of __________, ____, among (i)
BankAtlantic Bancorp, Inc., a Florida corporation (including any successors or
assigns, the "Depositor"), (ii) Wilmington Trust Company, a banking corporation
duly organized and existing under the laws of the State of Delaware, as property
trustee (the "Property Trustee", the "Delaware Trustee" and, in its separate
corporate capacity and not in its capacity as Property Trustee, the "Bank"),
(iii) Alan B. Levan, an individual, James A. White, an individual, and Jarett S.
Levan, an individual, each of whose address is c/o BankAtlantic Bancorp, Inc.,
1750 East Sunrise Boulevard, Fort Lauderdale, Florida 33304 (each an
"Administrative Trustee" and collectively the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees"), and (v) the several Holders (as hereinafter
defined).

                                    RECITALS

WHEREAS, the Depositor, the Delaware Trustee, and Alan B. Levan, James A. White
and Jarett S. Levan, 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 of that certain Trust Agreement, dated as of
October 12, 2001 (the "Original Trust Agreement"), and by the execution and
filing by the Delaware Trustee, the Depositor and the Administrative Trustees
with the Secretary of State of the State of Delaware of the Certificate of
Trust, filed on October 12, 2001, the form of which is attached as Exhibit A;
and

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

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

                                    ARTICLE I
                                  DEFINED TERMS

SECTION 101. 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;


                                      -1-
<PAGE>

         (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 608.

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

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

"Administrative Trustee" means each of Alan B. Levan, James A. White and Jarett
S. Levan, 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.

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

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

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

         (a)      the entry of a decree or order by a court having jurisdiction
         in the premises 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


                                      -2-
<PAGE>

         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 1009.

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

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

"Capital Treatment Event" has the meaning specified in Section 1.1 of the
Indenture.

"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. The
Depositary 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, or any successor statute, in
each case as amended from time to time.

"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


                                      -3-
<PAGE>

existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

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

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

"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 Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

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

"Debenture Trustee" means Wilmington Trust Company, a banking corporation
company organized under the laws of the State of Delaware and any successor
thereto, as trustee under the Indenture.

"Debentures" means the aggregate principal amount of the Depositor's ____%
Junior Subordinated Debentures due ____, issued pursuant to the Indenture.

"Definitive Preferred Securities Certificates" means the Preferred Securities
Certificates issued in certificated, fully registered form as provided in
Section 513.

"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 heretofore formed and continued
hereunder and not in its individual capacity, or its successor in interest in
such capacity, or any successor property trustee appointed as herein provided.

"Depositary" means Depository Trust Company, as depositary.

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

"Distribution Date" has the meaning specified in Section 401(a)

"Distributions" means amounts payable in respect of the Trust Securities as
provided in Section 401(a).


                                      -4-
<PAGE>

"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 or the Property Trustee 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 or the Property Trustee in the payment of
         any Redemption Price of any Trust Security when it becomes due and
         payable; or

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

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

"Exchange Act" means the Securities Exchange Act of 1934, or any successor
statute, in each case as amended from time to time.

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

"Expiration Date" has the meaning specified in Section 901.

"Extended Interest Payment Period" has the meaning specified in Section ___ 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
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 512.

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

"Indenture" means the Indenture, dated as of ____________ between the Depositor
and the Debenture Trustee, as trustee, as amended or supplemented from time to
time.


                                      -5-
<PAGE>

"Investment Company Act," means the Investment Company Act of 1940, or any
successor statute, in each case as amended from time to time.

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

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

"Like Amount" means (a) with respect to a redemption of Trust Securities, Trust
Securities having a Liquidation Amount equal to the 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
accumulated interest in an amount equal to the accumulated and unpaid interest
then due on such Debentures.

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

"Liquidation Date" means the date on which Debentures are to be distributed to
Holders of Trust Securities in connection with a termination and liquidation of
the Trust pursuant to Section 904(a).

"Liquidation Distribution" has the meaning specified in Section 904(d).

"Officers' Certificate" means a certificate signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Controller or an
Assistant Controller or the Secretary or an Assistant Secretary, of the
Depositor, and delivered to the appropriate Trustee. One of the officers signing
an Officers' Certificate given pursuant to Section 816 shall be the principal
executive, financial or accounting officer of the Depositor. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement shall include:

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

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

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

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

"Opinion of Counsel" means an opinion in writing of legal counsel, who may be
counsel for the Trust, the Property Trustee, or the Depositor, but not an
employee of any thereof, and who shall be reasonably acceptable to the Property
Trustee.


                                      -6-
<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 or in exchange for
         or in lieu of which other Preferred Securities have been executed and
         delivered pursuant to Sections 504, 505 and 511; provided, however,
         that in determining whether the Holders of the requisite Liquidation
         Amount of the Outstanding Preferred Securities have given any request,
         demand, authorization, direction, notice, consent or waiver hereunder,
         Preferred Securities owned by the Depositor, any Trustee or any
         Affiliate of the Depositor or any Trustee shall be disregarded and
         deemed not to be Outstanding, except that (a) in determining whether
         any Trustee shall be protected in relying upon any such request,
         demand, authorization, direction, notice, consent or waiver, only
         Preferred Securities that such Trustee knows to be so owned shall be so
         disregarded and (b) the foregoing shall not apply at any time when all
         of the outstanding Preferred Securities are owned by the Depositor, one
         or more of the Trustees and/or any such Affiliate. Preferred Securities
         so owned which have been pledged in good faith may be regarded as
         Outstanding if the pledgee establishes to the satisfaction of the
         Administrative Trustees the pledgee's right so to act with respect to
         such Preferred Securities and that the pledgee is not the Depositor or
         any Affiliate of the Depositor.

"Paying Agent" means any paying agent or co-paying agent appointed pursuant to
Section 509 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 401 and 102.

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

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

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

"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 heretofore


                                      -7-
<PAGE>

formed and continued hereunder 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, paid by the Depositor upon the concurrent redemption of a Like
Amount of Debentures, allocated on a pro rata basis (based on Liquidation
Amounts) among the Trust Securities.

"Relevant Trustee" shall have the meaning specified in Section 810.

"Securities Register" and "Securities Registrar" have the respective meanings
specified in Section 504.

"Securityholder" or "Holder" means a Person in whose name a Trust Security or
Securities is 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 Trust Agreement, 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) the rights of the Property
Trustee under the Guarantee; (c) any cash on deposit in, or owing to, the
Payment Account; and (d) all proceeds and rights in respect of the foregoing and
any other property and assets for the time being held or deemed to be held by
the Property Trustee pursuant to the trusts of this Trust Agreement.

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

"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.


                                      -8-
<PAGE>

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

                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

SECTION 201. NAME.

The Trust created and continued hereby shall be known as "BBC Capital Trust II,"
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.

SECTION 202. OFFICE OF THE PROPERTY TRUSTEE; PRINCIPAL PLACE OF BUSINESS.

The address of the Property Trustee in the State of Delaware is c/o Wilmington
Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890-0001, Attention: Corporate Trust Administration, or such other
address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Depositor. The principal executive
office of the Trust is c/o BankAtlantic Bancorp, Inc., 1750 East Sunrise
Boulevard, Fort Lauderdale, Florida 33304.

SECTION 203. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES.

The Trustees acknowledge receipt in trust from the Depositor in connection with
the Original Trust Agreement of the sum of $10, which constituted the initial
Trust Property. The Depositor shall pay organizational expenses of the Trust as
they arise or shall, upon request of any Trustee, promptly reimburse such
Trustee for any such expenses paid by such Trustee. The Depositor shall make no
claim upon the Trust Property for the payment of such expenses.

SECTION 204. ISSUANCE OF THE PREFERRED SECURITIES.

On _________, the Depositor and an Administrative Trustee, on behalf of the
Trust and pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver in accordance with the
Underwriting Agreement, Preferred Securities Certificates, registered in the
name of the Persons entitled thereto, in an aggregate amount of ________
Preferred Securities having an aggregate Liquidation Amount of $_____ against
receipt of the aggregate purchase price of such Preferred Securities of
$_______, which amount such Administrative Trustee shall promptly deliver to the
Property Trustee. If the underwriters exercise their Option and there is an
Option Closing Date (as such terms are defined in the Underwriting Agreement),
then an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 502 and deliver in accordance with the Underwriting
Agreement, Preferred Securities Certificates, registered in the name of the
Persons entitled thereto, in an aggregate amount of up to ______ Preferred
Securities having an aggregate Liquidation Amount of up to $______ against
receipt of the aggregate purchase price of such Preferred Securities of
$_______, which amount such Administrative Trustee shall promptly deliver to the
Property Trustee.


                                      -9-
<PAGE>

SECTION 205. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF
DEBENTURES.

         (a)      Contemporaneously with the execution and delivery of this
         Trust Agreement, an Administrative Trustee, on behalf of the Trust,
         shall execute in accordance with Section 502 and deliver to the
         Depositor, Common Securities Certificates, registered in the name of
         the Depositor in an aggregate amount of Common Securities having an
         aggregate Liquidation Amount of $_______ against payment by the
         Depositor of such amount. Contemporaneously therewith, an
         Administrative Trustee on behalf of the Trust, shall subscribe to and
         purchase from the Depositor Debentures, registered in the name of the
         Property Trustee on behalf of the Trust and having an aggregate
         principal amount equal to $_______, and, in satisfaction of the
         purchase price for such Debentures, the Property Trustee, on behalf of
         the Trust, shall deliver to the Depositor the sum of $________.

         (b)      If the underwriters exercise the Option and there is an Option
         Closing Date, then an Administrative Trustee, on behalf of the Trust,
         shall execute in accordance with Section 502 and deliver to the
         Depositor, Common Securities Certificates, registered in the name of
         the Depositor, in an aggregate amount of Common Securities having an
         aggregate Liquidation Amount of up to $_______ against payment by the
         Depositor of such amount. Contemporaneously therewith, an
         Administrative Trustee, on behalf of the Trust, shall subscribe to and
         purchase from the Depositor, Debentures, registered in the name of the
         Trust and having an aggregate principal amount of up to $________, and,
         in satisfaction of the purchase price of such Debentures, the Property
         Trustee, on behalf of the Trust, shall deliver to the Depositor the
         amount received from one of the Administrative Trustees pursuant to the
         last sentence of Section 204 (being the sum of the amounts delivered to
         the Property Trustee pursuant to (i) the third sentence of Section 204;
         and (ii) the first sentence of this Section 205(b)).

SECTION 206. 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, convenient or incidental
thereto. The Depositor hereby appoints the Trustees as trustees of the Trust, to
have all the rights, powers and duties to the extent set forth herein, and the
Trustees hereby accept such appointment. The Property Trustee hereby declares
that it shall hold the Trust Property in trust upon and subject to the
conditions set forth herein for the benefit of the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust.

SECTION 207. 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 207 and Article
         VIII, and in accordance with the following provisions (i) and (ii), the
         Administrative Trustees shall have the authority to enter into all
         transactions and agreements determined by the Administrative Trustees
         to be appropriate in exercising the authority, express or implied,
         otherwise granted to the Administrative Trustees under this Trust
         Agreement, and to perform all acts in furtherance thereof, including
         without limitation, the following:


                                      -10-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                      -11-
<PAGE>

                           (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;

                           (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
                           207(a)(ii), the Property Trustee shall have none of
                           the duties, liabilities, powers or the authority of
                           the Administrative Trustees set forth in Section
                           207(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, setoff or otherwise dispose of any of the Trust Property or
         interests therein, including to Securityholders, 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.


                                      -12-
<PAGE>

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

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

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

                  (iii)    the preparation for filing by the Trust and execution
                  on behalf of the Trust of an application to The Nasdaq Stock
                  Market's 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;

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

                  (vi)     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
         Administrative 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 Depositor for United States federal
         income tax purposes. In this connection, subject to Section 1002, the
         Depositor and the Administrative Trustees are authorized to take any
         action, not inconsistent with applicable law or this Trust Agreement,
         that each of the Depositor and the Administrative Trustees determines
         in their discretion to be necessary or desirable for such purposes.

SECTION 208. ASSETS OF TRUST.

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


                                      -13-
<PAGE>

SECTION 209. 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

SECTION 301. 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

SECTION 401. DISTRIBUTIONS.

         (a)      Distributions on the Trust Securities shall be cumulative, and
         shall accumulate whether or not there are funds of the Trust available
         for the payment of Distributions. Distributions shall accumulate from
         ______, and, except during any Extended Interest Payment Period with
         respect to the Debentures, shall be payable quarterly in arrears on
         March 31, June 30, September 30 and December 31 of each year,
         commencing on ________. If any date on which a Distribution is
         otherwise payable on the Trust Securities is not a Business Day, then
         the payment of such Distribution shall be made on the next succeeding
         day that is a Business Day (and without any interest or other payment
         in respect of any such delay) except that, if such Business Day is in
         the next succeeding calendar year, payment of such Distribution shall
         be made on the immediately preceding Business Day, in each case with
         the same force and effect as if made on such date (each date on which
         distributions are payable in accordance with this Section 401(a), a
         "Distribution Date").

         (b)      The Trust Securities represent undivided beneficial interests
         in the Trust Property and the 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


                                      -14-
<PAGE>

         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
         then on hand and immediately available 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 15th day of the month in which the
         Distribution is payable.

SECTION 402. REDEMPTION.

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

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

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price;

                  (iii)    the CUSIP number;

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

                  (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.

         (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, subject to Section 402(c), the


                                      -15-
<PAGE>

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

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

         (f)      Subject to Section 403(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 $__ or an integral
         multiple of $__ in excess thereof) of the Liquidation Amount of
         Preferred Securities of a denomination larger than $__. The Property
         Trustee shall promptly notify the Securities Registrar in writing of
         the Preferred Securities selected for redemption and, in the case of
         any Preferred Securities selected for partial redemption, the
         Liquidation Amount thereof to be redeemed. For all purposes of this
         Trust Agreement, unless the context otherwise requires, all provisions
         relating to the redemption of Preferred Securities shall relate, in the
         case of any


                                      -16-
<PAGE>

         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.

SECTION 403. 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 402(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.

SECTION 404. 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
Date. 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.

SECTION 405. TAX RETURNS AND REPORTS.

The Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all United States federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) the appropriate Internal Revenue Service
Form 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)


                                      -17-
<PAGE>

to each Securityholder the appropriate Internal Revenue Service form required to
be furnished to such Securityholder or the information required to be provided
on such form. The Administrative Trustees shall provide the Depositor with a
copy of all such returns and reports promptly after such filing or furnishing.
The Property Trustee shall comply with United States federal withholding and
backup withholding tax laws and information reporting requirements with respect
to any payments to Securityholders under the Trust Securities.

SECTION 406. PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

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

SECTION 407. 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 514(b) or (c) hereof.

                                    ARTICLE V
                          TRUST SECURITIES CERTIFICATES

SECTION 501. INITIAL OWNERSHIP.

Upon the creation of the Trust and the contribution by the Depositor pursuant to
Section 203 and until the issuance of the Trust Securities, and at any time
during which no Trust Securities are outstanding, the Depositor shall be the
sole beneficial owner of the Trust.

SECTION 502. THE TRUST SECURITIES CERTIFICATES.

The Preferred Securities Certificates shall be issued in minimum denominations
of $__ Liquidation Amount and integral multiples of $__ in excess thereof, and
the Common Securities Certificates shall be issued in denominations of $__
Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual, facsimile or
imprinted signature of at least one Administrative Trustee. Trust Securities
Certificates bearing the 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 504 and
511.


                                      -18-
<PAGE>

SECTION 503. EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

On the Closing Date and on the date on which the Underwriter exercises the
option, as applicable (the "Option Closing Date"), the Administrative Trustees
shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as
provided in Sections 204 and 205, to be executed on behalf of the Trust by at
least one of the Administrative Trustees and delivered to the Property Trustee
and upon such delivery, the Property Trustee shall countersign and register such
Trust Securities Certificates and deliver such Trust Securities Certificates
upon the written order of the Depositor, executed by its Chief Executive Officer
or President or any Vice President and the Treasurer or an Assistant Treasurer
or Secretary or Assistant Secretary without further corporate action by the
Depositor, in authorized denominations.

SECTION 504. REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES
CERTIFICATES

         (a)      The Property Trustee shall keep or cause to be kept, at the
         office or agency maintained pursuant to Section 508, a register or
         registers for the purpose of registering Trust Securities Certificates
         and transfers and exchanges of Preferred Securities Certificates
         (herein referred to as the "Securities Register") in which the
         registrar and transfer agent (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 510 in the case of the Common
         Securities Certificates) and registration of transfers and exchanges of
         Preferred Securities Certificates as herein provided. The Property
         Trustee shall be the initial Securities Registrar.

         (b)      Upon surrender for registration of transfer of any Preferred
         Securities Certificate at the office or agency maintained pursuant to
         Section 508, the Administrative Trustees or any one of them and the
         Property Trustee 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 508.

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


                                      -19-
<PAGE>

         (d)      No service charge shall be made for any registration of
         transfer or exchange of Preferred Securities Certificates, 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.

SECTION 505. 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, and the Property Trustee shall
countersign, 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 505, 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 505 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.

SECTION 506. PERSONS DEEMED SECURITYHOLDERS.

The Trustees, the Paying Agent and the Securities Registrar shall treat the
Persons in whose name any Trust Securities are issued 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.

SECTION 507. ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES.

At any time when the Property Trustee is not also acting as the Securities
Registrar, the Administrative Trustees or the Depositor shall furnish or cause
to be furnished to the Property Trustee a 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 (a) semi-annually on or before
January 15 and July 15 in each year; and (b) promptly after receipt by any
Administrative Trustee or the Depositor of a request therefor from the Property
Trustee in order to enable the Property Trustee to discharge its obligations
under this Trust Agreement, in each case to the extent such information is in
the possession or control of the Administrative Trustees or the Depositor and is
not identical to a previously supplied list or has not otherwise been received
by the Property Trustee in its capacity as Securities Registrar. The rights of
Securityholders to communicate with other Securityholders with respect to their
rights under this Trust Agreement or under the Trust Securities, and the
corresponding rights of the Trustee shall be as provided in the Trust Indenture
Act. Each Holder and each owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee or the Administrative Trustees accountable by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.


                                      -20-
<PAGE>

SECTION 508. MAINTENANCE OF OFFICE OR AGENCY.

The Property Trustee shall designate, with the consent of the Administrative
Trustees, which consent shall not be unreasonably withheld, an office or offices
or agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustees in respect of the Trust Securities Certificates may be served.
The Property Trustee initially designates its corporate trust office at Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, as the
principal corporate trust office for such purposes. The Property Trustee shall
give prompt written notice to the Depositor, the Administrative Trustees and to
the Securityholders of any change in the location of the Securities Register or
any such office or agency.

SECTION 509. 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 Property Trustee may revoke such
power and remove the Paying Agent if such Trustee determines in its sole
discretion that the Paying Agent shall have failed to perform its obligation
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, and acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustee and the
Property Trustee. In the event that the Property Trustee shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Property Trustee shall appoint a successor that is reasonably
acceptable to the Administrative Trustees to act as Paying Agent 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 801, 803 and 806 shall apply to the Property Trustee also in its
role as Paying Agent, for so long as the Property Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

SECTION 510. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

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


                                      -21-
<PAGE>

SECTION 511. PREFERRED 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
Depositary and registered in the name of the Depositary'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 Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor.

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

         (c) A Trust Securities Certificate shall not be valid unless signed by
the manual signature of at least one Administrative Trustee or by the facsimile
or imprinted signature of at least one Administrative Trustee and countersigned
and registered by the manual signature of an authorized signatory of the
Property Trustee. These signatures shall be conclusive evidence that the Trust
Security has been validly issued under this Trust Agreement.

SECTION 512.  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, a
Global Preferred Security may not be exchanged in whole or in part for Preferred
Securities registered, and no transfer of the Global Preferred Security in whole
or in part may be registered, in the name of any Person other than the Clearing
Agency for such Global Preferred Security, or its nominee thereof unless (i)
such Clearing Agency advises the Property Trustee in writing that such Clearing
Agency is no longer willing or able to properly discharge its responsibilities
as Clearing Agency with respect to such Global Preferred Security, and the
Depositor is unable to locate a qualified successor, (ii) the Trust as its
option advises the Depositary in writing that it elects to terminate the book
entry system through the Clearing Agency, or (iii) there shall have occurred and
be continuing an Event of Default.

         (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 Security 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
Security Registrar, whereupon the Property Trustee, in accordance with 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 512(b) and as
otherwise provided in this Article V, countersign, register 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


                                      -22-
<PAGE>

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

         (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 Security shall be shown only on, and the transfer of such interest
shall be effected only through, records maintained by the Clearing Agency or its
nominee. Neither the Property Trustee, the Securities Registrar nor the
Depositor shall have any liability in respect of any transfers effected by the
Clearing Agency.

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

SECTION 513. NOTICE 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 Administrative
Trustees and the Property Trustee shall give all such notices and communications
specified herein to be given to the Clearing Agency, and shall have no
obligations to owners of beneficial interests in such Global Preferred
Securities.

SECTION 514. 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 209, and the Securityholders shall not have any right or title
         therein other than the undivided beneficial interest in the assets of
         the Trust conferred by their Trust Securities and they shall have no
         right to call for any partition or division of property, profits or
         rights of the Trust except as described below. The Trust Securities
         shall be personal property giving only the rights specifically set
         forth therein and in this Trust Agreement. The Trust Securities shall
         have no preemptive or similar rights. When issued and 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.


                                      -23-
<PAGE>

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

         (c)      For so long as any Preferred Securities remain outstanding,
         if, 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

SECTION 601. LIMITATIONS ON VOTING RIGHTS.

         (a)      Except as provided in this Section 601, in Sections 514, 810
         and 1002, in the Indenture and as otherwise required by law, no Holder
         of Preferred Securities shall have any right to vote or in any manner
         otherwise control the administration, operation and management of the
         Trust or the obligations of the parties hereto, nor shall anything
         herein set forth, or contained in the terms of the Trust Securities
         Certificates, be construed so as to constitute the Securityholders from
         time to time as partners or members of an association.

         (b)      So long as any Debentures are held by the Property Trustee,
         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 ___ of the Indenture; (iii) exercise
         any right to rescind or annul a declaration that the principal of all
         the Debentures shall be due and payable; or (iv) consent to any
         amendment, modification or termination of the Indenture or the
         Debentures, where such consent shall be required, without, in each
         case, obtaining the prior approval of the Holders of at least a
         majority in Liquidation Amount of all Outstanding Preferred Securities;
         provided, however, that where a consent under the Indenture would
         require the consent of each Holder of Outstanding Debentures affected
         thereby, no such consent shall be given by the Property Trustee without
         the prior written consent of each holder of Preferred Securities. The
         Trustees shall not revoke any action previously authorized or approved
         by a vote of the Holders of the Outstanding Preferred Securities,
         except by a subsequent vote of the Holders of the Outstanding Preferred
         Securities. The Property Trustee shall notify each Holder of the
         Outstanding Preferred Securities of any notice of default received from
         the Debenture Trustee with respect to the Debentures. In addition to
         obtaining the foregoing approvals of the Holders of the Preferred
         Securities, prior to taking any of the foregoing actions, the Trustees
         shall, at the expense of the Depositor, obtain an Opinion of Counsel
         experienced in such matters


                                      -24-
<PAGE>

         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.

SECTION 602. 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 1008 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.

SECTION 603. 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 proposal 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 more than 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.

SECTION 604. VOTING RIGHTS.

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


                                      -25-
<PAGE>

SECTION 605. PROXIES, ETC.

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

SECTION 606. SECURITYHOLDER ACTION BY WRITTEN CONSENT

Any action which may be taken by Securityholders at a meeting may be taken
without a meeting if Securityholders holding more than 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).

SECTION 607. 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 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 any 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.

SECTION 608. 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 801) conclusive in favor of the Trustees, if made in the manner
         provided in this Section 608.

         (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


                                      -26-
<PAGE>

         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.

         (f)      A Securityholder may institute a legal proceeding directly
         against the Depositor under the Guarantee to enforce its rights under
         the Guarantee without first instituting a legal proceeding against the
         Guarantee Trustee (as defined in the Guarantee), the Trust or any
         Person.

SECTION 609. INSPECTION OF RECORDS.

Upon reasonable notice to the Administrative Trustees and the Property Trustee,
the records of the Trust shall be open to inspection and copying by
Securityholders and their authorized representatives during normal business
hours for any purpose reasonably related to such Securityholder's interest as a
Securityholder.

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

SECTION 701. 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 (the term "Bank" being used to refer to such Successor Property
Trustee in its separate corporate capacity) hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

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


                                      -27-
<PAGE>

         (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 has been duly authorized by all
         necessary corporate or other action on the part of the Property Trustee
         and does 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 Delaware, 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 Delaware; and

         (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 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.

SECTION 702. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

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

         (b)      there are no taxes, fees or other governmental charges payable
         by the Trust (or the Trustees on behalf of the Trust) under the laws of
         the State of Delaware or any political subdivision


                                      -28-
<PAGE>

         thereof in connection with the execution, delivery and performance by
         the Bank or the Property Trustee, as the case may be, of this Trust
         Agreement.

                                  ARTICLE VIII
                                    TRUSTEES

SECTION 801. 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 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 801. To the extent
         that, at law or in equity, an Administrative Trustee has duties
         (including fiduciary duties) and liabilities relating thereto to the
         Trust or to the Securityholders, 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 Administrative Trustees otherwise
         existing at law or in equity, are agreed by the Depositor and the
         Securityholders to replace such other duties and liabilities of the
         Administrative Trustees.

         (b)      All payments made by the Property Trustee or a Paying Agent in
         respect of the Trust Securities shall be made only from the revenue and
         proceeds from the Trust Property and only to the extent that there
         shall be sufficient revenue or proceeds from the Trust Property to
         enable the Property Trustee or a Paying Agent to make payments in
         accordance with the terms hereof. With respect to the relationship of
         each Securityholder and the Trustee, 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 801(b) does not limit the liability
         of the Trustees expressly set forth elsewhere in this Trust Agreement
         or, in the case of the Property Trustee, in the Trust Indenture Act.

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

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


                                      -29-
<PAGE>

                  (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 Depositor and money held by the
                  Property Trustee need not be segregated from other funds held
                  by it except in relation to the Payment Account maintained by
                  the Property Trustee pursuant to Section 301 and except to the
                  extent otherwise required by law; and

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

SECTION 802. CERTAIN NOTICES.

         (a)      Within 5 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
         1008, notice of such Event of Default to the Securityholders, the
         Administrative Trustees and the Depositor, unless such Event of Default
         shall have been cured or waived. For purposes of this Section 802 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
         1008 notice of the Depositor's election to begin or further extend an
         Extended Interest Payment Period on the Debentures (unless such
         election shall have been revoked) within the time specified for
         transmitting such notice to the holders of the Debentures pursuant to
         the Indenture as originally executed.

SECTION 803. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

Subject to the provisions of Section 801:

         (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


                                      -30-
<PAGE>

         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 Depositor requesting
         written instructions of the Depositor as to the course of action to be
         taken and the Property Trustee shall take such action, or refrain from
         taking such action, as the Property Trustee shall be instructed in
         writing to take, or to refrain from taking, by the Depositor, provided,
         however, that if the Property Trustee does not receive such
         instructions of the Depositor within 10 Business Days after it has
         delivered such notice, or such reasonably shorter period of time set
         forth in such notice (which to the extent practicable shall not be less
         than 2 Business Days), it may, but shall be under no duty to, take or
         refrain from taking such action not inconsistent with this Trust
         Agreement as it shall deem advisable and in the best interests of the
         Securityholders, in which event the Property Trustee shall have no
         liability except for its own bad faith, negligence or willful
         misconduct;

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

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

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

         (f)      the Property Trustee may consult with counsel of its choice
         (which counsel may be counsel to the Depositor or any of its
         Affiliates) and the advice of such counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon and in
         accordance with such advice, 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;


                                      -31-
<PAGE>

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

         (i)      the Property Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through its agents or attorneys, 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.

SECTION 804. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 805. 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 808 and 813 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.

SECTION 806. COMPENSATION; INDEMNITY; FEES.

The Depositor agrees:


                                      -32-
<PAGE>

         (a)      to pay to the Trustees from time to time reasonable
         compensation for all services rendered by them hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

         (b)      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, 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,
         claim, liability, penalty or expense incurred without negligence or bad
         faith on its part, 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 (or, in the case of the Administrative Trustees, 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 any Trust Property as a result of any
amount due pursuant to this Section 806.

SECTION 807. 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 807, 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 807, it shall resign immediately in the
         manner and with the effect hereinafter specified in this Article VIII.

         (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.


                                      -33-
<PAGE>

SECTION 808. 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.

SECTION 809. CO-TRUSTEES AND SEPARATE TRUSTEE.

         (a)      Unless an Event of Default shall have occurred and be
         continuing, at any time or times, for the purpose of meeting the legal
         requirements of the Trust Indenture Act or of any jurisdiction in which
         any part of the Trust Property may at the time be located, the
         Depositor shall have power to appoint, and upon the written request of
         the Property Trustee, the Depositor shall for such purpose join with
         the Property Trustee in the execution, delivery and performance of any
         instruments and agreements necessary or proper to appoint, one or more
         Persons approved by the Property Trustee either to act as co-trustee,
         jointly with the Property Trustee, of all or any part of such Trust
         Property, or to the extent required by law to act as separate trustee
         of any such property, in either case with such powers as may be
         provided in the instrument of appointment, and to vest in such Person
         or Persons in the capacity aforesaid, any property, title, right or
         power deemed necessary or desirable, subject to the other provisions of
         this Section 809. If the Depositor does not join in such appointment
         within 15 days after the receipt by it of a request so to do, or in
         case a Debenture Event of Default has occurred and is continuing, the
         Property Trustee alone shall have power to make such appointment. Any
         co-trustee or separate trustee appointed pursuant to this Section 809
         shall either be (i) a natural person who is at least 21 years of age
         and a resident of the United States; or (ii) a legal entity with its
         principal place of business in the United States that shall act through
         one or more persons authorized to bind such entity.

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

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

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

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


                                      -34-
<PAGE>

                  rights, powers, duties and obligations shall be exercised and
                  performed by such co-trustee or separate trustee.

                  (iii)    The Property Trustee at any time, by an instrument in
                  writing executed by it, with the written concurrence of the
                  Depositor, may accept the resignation of or remove any co-
                  trustee or separate trustee appointed under this Section 809,
                  and, in case a Debenture Event of Default has occurred and is
                  continuing, the Property Trustee shall have the power to
                  accept the resignation of, or remove, any such co-trustee or
                  separate trustee without the concurrence of the Depositor.
                  Upon the written request of the Property Trustee, the
                  Depositor shall join with the Property Trustee in the
                  execution, delivery and performance of all instruments
                  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 809.

                  (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.

SECTION 810. 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 811.

         (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 811 shall
         not have been delivered to the Relevant Trustee within 30 days after
         the giving of such notice of resignation, the Relevant Trustee may
         petition, at the expense of the Depositor, any court of competent
         jurisdiction for the appointment of a successor Relevant Trustee with
         respect to the Trust Securities.

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

         (d)      If any Trustee shall resign, be removed or become incapable of
         acting as Trustee, or if a vacancy shall occur in the office of any
         Trustee for any cause, at a time when no Debenture Event


                                      -35-
<PAGE>

         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 811. If the Property Trustee shall resign, be removed or become
         incapable of continuing to act as the Property Trustee 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 811. 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 811.
         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 811, any Securityholder who has been a Security
         holder of Trust Securities on behalf of himself and all others
         similarly situated may petition a court of competent jurisdiction for
         the appointment of a successor 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 1008 and shall
         give notice to the Depositor. 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.

         (f)      Notwithstanding the foregoing or any other provision of this
         Trust Agreement, in the event any Administrative Trustee who is a
         natural person dies or becomes, in the opinion of the Depositor,
         incompetent or incapacitated, the vacancy created by such death,
         incompetence or incapacity may be filled by (a) the unanimous act of
         the remaining Administrative Trustees if there are at least two of
         them; or (b) otherwise by the Depositor (with the successor in each
         case being a Person who satisfies the eligibility requirement for
         Administrative Trustees set forth in Section 807).

SECTION 811. 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 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


                                      -36-
<PAGE>

         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.

SECTION 812. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 813. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.

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

SECTION 814. REPORTS BY PROPERTY TRUSTEE.

         (a)      Not later than July 15 of each year commencing with July 15,
         ____, the Property Trustee shall transmit to all Securityholders in
         accordance with Section 1008, and to the Depositor, a brief report
         dated as of December 31 with respect to:

                  (i)      its eligibility under Section 807 or, in lieu
                  thereof, if to the best of its knowledge it has continued to
                  be eligible under said Section, a written statement to such
                  effect; and

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

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


                                      -37-
<PAGE>

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

SECTION 815. REPORTS TO THE PROPERTY TRUSTEE.

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

SECTION 816. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

SECTION 817. 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
         817(a), or if the number of Trustees is increased pursuant to Section
         817(a), a vacancy shall occur. The vacancy shall be filled with a
         Trustee appointed in accordance with Section 810.

         (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
         810, 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.

SECTION 818. 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 207(a); and

         (b)      The Administrative Trustees shall have power to delegate from
         time to time to such of their number or to the Depositor the doing of
         such things and the execution of such instruments either in the name of
         the Trust or the names of the Administrative Trustees or otherwise as
         the


                                      -38-
<PAGE>

         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.

SECTION 819. 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

SECTION 901. TERMINATION UPON EXPIRATION DATE.

Unless earlier dissolved, the Trust shall automatically dissolve on _______ (the
"Expiration Date") subject to distribution of the Trust Property in accordance
with Section 904.

SECTION 902. EARLY TERMINATION.

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

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

         (b)      delivery of written direction to the Property Trustee by the
         Depositor at any time (which direction is wholly optional and within
         the discretion of the Depositor) to dissolve the Trust and distribute
         the Debentures to Securityholders in exchange for the Preferred
         Securities in accordance with Section 904;

         (c)      the redemption of all of the Preferred Securities in
         connection with the redemption of all of the Debentures; and

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

SECTION 903. 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 904, or upon the redemption of
all of the Trust Securities pursuant to Section 402, of all amounts required to
be distributed hereunder upon the final payment of the Trust Securities; (b) the
payment of any expenses owed by the Trust; (c) the discharge of all
administrative duties of the Administrative Trustees, including the performance
of any tax reporting obligations with respect to the Trust or the
Securityholders; and (d) the filing of a Certificate of Cancellation by the
Administrative Trustee under the Business Trust Act.

SECTION 904. LIQUIDATION.


                                      -39-
<PAGE>

         (a)      If an Early Termination Event specified in clause (a), (b), or
         (d) of Section 902 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
         904(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 904(d) applies,
                  receive a Liquidation Distribution, as the Administrative
                  Trustees or the Property Trustee shall deem appropriate.

         (b)      Except where Section 902(c) or 904(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 902(c) or 904(d) applies, after the
         Liquidation Date, (i) the Trust Securities shall no longer be deemed to
         be outstanding; (ii) the Clearing Agency for the Preferred Securities
         or its nominee, as the registered holder of the Global Preferred
         Securities Certificate, shall receive a registered global certificate
         or certificate or certificates representing a Like Amount of Debentures
         with respect to Preferred Securities held by the Clearing Agency or its
         nominee; (iii) certificates representing a Like Amount of Debentures
         shall be issued to holders of Trust Securities Certificates not held by
         the Clearing Agency for the Preferred Securities or its nominee as
         specified in clause (ii) above upon surrender of such certificates to
         the Administrative Trustees or their agent for exchange; (iv) the
         Depositor shall use its reasonable efforts to have the Debentures
         listed on The Nasdaq Stock Market's National Market or SmallCap Market
         or on such other securities exchange or other organization as the
         Preferred Securities are then listed or traded; (v) 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 (vi) 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 904, whether because of an order for dissolution entered
         by a court of competent jurisdiction or otherwise, distribution


                                      -40-
<PAGE>

         of the Debentures in the manner provided herein is determined by the
         Property Trustees not to be practical, the Trust Property shall be
         liquidated, and the Trust shall be dissolved, wound-up or terminated,
         by the Property Trustee in such manner as the Property Trustee
         determines. In such event, on the date of the dissolution, winding-up
         or other termination 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, upon any such dissolution, winding-up or
         termination, 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.

SECTION 905. 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
905. At the request of the Depositor, with the consent of the Administrative
Trustees and without the consent of the holders of the Preferred Securities, the
Property Trustee or the Delaware Trustee, the Trust may merge with or into,
consolidate, amalgamate, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any state; provided, that (i) such successor entity either (a)
expressly assumes all of the obligations of the Trust with respect to the
Preferred Securities; or (b) substitutes for the Preferred Securities other
securities having substantially the same terms as the Preferred Securities (the
"Successor Securities") so long as the Successor Securities rank the same as the
Preferred Securities rank in priority with respect to distributions and payments
upon liquidation, redemption and otherwise; (ii) the Depositor expressly
appoints a trustee of such successor entity possessing substantially the same
powers and duties as the Property Trustee as the holder of the Debentures; (iii)
the Successor Securities are listed or traded, or any Successor Securities shall
be listed or traded upon notification of issuance, on any national securities
exchange or other organization on which the Preferred Securities are then
listed, if any; (iv) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the holders of the Preferred Securities (including any
Successor Securities) in any material respect; (v) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Preferred Securities (including any Successor Securities) in any material
respect: and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity shall be required to register as an "investment company" under the
Investment Company Act, and (vi) the Depositor owns all of the Common Securities
of such successor entity and guarantees the obligations of such successor entity
under the Successor Securities at least to the extent provided by the Guarantee.
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


                                      -41-
<PAGE>

or lease its properties and assets substantially as an entirety to any other
Person or permit any other Person to consolidate, amalgamate, merge with or
into, or replace it if such consolidation, amalgamation, merger or replacement
would cause the Trust or the successor entity to be classified as other than a
grantor trust for United States federal income tax purposes.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

SECTION 1001. 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.

SECTION 1002. AMENDMENT.

         (a)      This Trust Agreement may be amended from time to time by the
         Trustees and the Depositor, without the consent of any Securityholders,
         (i) as provided in Section 811 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; 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 any amendments of this Trust
         Agreement shall become effective when notice thereof is given to the
         Securityholders.

         (b)      Except as provided in Section 601(c) or Section 1002(c)
         hereof, any provision of this Trust Agreement may be amended by the
         Trustees and the Depositor (i) with the consent of Trust
         Securityholders representing not less than a majority (based upon
         Liquidation Amounts) of the Trust Securities then Outstanding; and (ii)
         upon receipt by the Trustees of an Opinion of Counsel to the effect
         that such amendment or the exercise of any power granted to the
         Trustees in accordance with such amendment shall not affect the Trust's
         status as a grantor trust for United Status 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
         (such consent being obtained in accordance with Section 603 or 606
         hereof), 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


                                      -42-
<PAGE>

         of the Securityholders (such consent being obtained in accordance with
         Section 603 or 606 hereof), this paragraph (c) of this Section 1002 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)      In the event that any amendment to this Trust Agreement is
         made, the Administrative Trustees shall promptly provide to the
         Depositor a copy of such amendment.

         (f)      The Property Trustee shall not 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 is in compliance
         with this Trust Agreement.

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

SECTION 1003. SEPARABILITY.

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

SECTION 1004. 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).

SECTION 1005. 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 as otherwise
provided in Sections 401(a) and 402(d)), 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.

SECTION 1006. SUCCESSORS.

This Trust Agreement shall be binding upon and shall inure to the benefit of any
successor to the Depositor, the Trust or the Relevant Trustee(s), including any
successor by operation of law. Except in connection with a consolidation, merger
or sale involving the Depositor that is permitted under Article ___


                                      -43-
<PAGE>

of the Indenture and pursuant to which the assignee agrees in writing to perform
the Depositor's obligations hereunder, the Depositor shall not assign its
obligations hereunder.

SECTION 1007. HEADINGS.

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

SECTION 1008. REPORTS, NOTICES AND DEMANDS.

Any report, notice, demand or other communication, which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor, may be given or served in writing by
deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to BankAtlantic
Bancorp, Inc., 1750 East Sunrise Boulevard, Fort Lauderdale, Florida 33304,
Attention: Chief Financial Officer, facsimile no.: (954) 763-4764. 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 or the Delaware Trustee to Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration; and (b) with respect to
the Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of BBC Capital Trust II."
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.

SECTION 1009. AGREEMENT NOT TO PETITION.

Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and 1 day after the Trust has been
terminated in accordance with Article IX, they shall not file, or join in the
filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code of 1978, as amended) (collectively, "Bankruptcy Laws") or
otherwise join in the commencement of any proceeding against the Trust under any
Bankruptcy Law. In the event the Depositor takes action in violation of this
Section 1009, the Property Trustee agrees, for the benefit of Securityholders,
that at the expense of the Depositor (which expense shall be paid prior to the
filing), it shall file an answer with the bankruptcy court or otherwise properly
contest the filing of such petition by the Depositor against the Trust or the
commencement of such action and raise the defense that the Depositor has agreed
in writing not to take such action and should be stopped and precluded
therefrom. The provisions of this Section 1009 shall survive the termination of
this Trust Agreement.


                                      -44-
<PAGE>

SECTION 1010. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

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

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

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

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

SECTION 1011. 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 THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE
INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER
AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE
BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER
AND SUCH OTHERS.


                                      -45-
<PAGE>

                            BANKATLANTIC BANCORP, INC.,
                               as Depositor



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


                            WILMINGTON TRUST COMPANY,
                            as Property Trustee and Delaware Trustee

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



                                ----------------------------------------------
                                Alan B. Levan, as Administrative Trustee



                                ----------------------------------------------
                                James A. White, as Administrative Trustee



                                ----------------------------------------------
                                Jarett S. Levan, as Administrative Trustee


                                      -46-
<PAGE>

                                    EXHIBIT A


                                       A-1

<PAGE>



                                    EXHIBIT B


                                       B-1

<PAGE>



                                    EXHIBIT C


                                       C-1



<PAGE>
                                   Exhibit D


                    AGREEMENT AS TO EXPENSES AND LIABILITIES


AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of _______,
____, between BANKATLANTIC BANCORP, INC., a Florida corporation (the "Company"),
and BBC CAPITAL TRUST II, a Delaware business trust (the "Trust").

                                    RECITALS

WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive Debentures from, the Company and to issue and sell
its __% Cumulative Trust Preferred Securities (the "Preferred Securities") with
such powers, preferences and special rights and restrictions as are set forth in
the Amended and Restated Trust Agreement of the Trust dated as of ________,
____, as the same may be amended from time to time (the "Trust Agreement");

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

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

                                    ARTICLE I

         SECTION 1.1 GUARANTEE BY THE COMPANY.

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



                                       1


<PAGE>



         SECTION 1.2 TERM OF AGREEMENT.

This Agreement shall terminate and be of no further force and effect upon the
later of (a) the date on which full payment has been made of all amounts payable
to all holders of all the Preferred Securities (whether upon redemption,
liquidation, exchange or otherwise); and (b) the date on which no Obligations
remain outstanding; provided, however, that this Agreement shall continue to be
effective or shall be reinstated, as the case may be, if at any time any holder
of Preferred Securities or any Beneficiary must restore payment of any sums paid
under the Preferred Securities, under any Obligation, under the Preferred
Securities Guarantee Agreement dated the date hereof between the Company and
Wilmington Trust Company, as guarantee trustee, or under this Agreement for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

         SECTION 1.3 WAIVER OF NOTICE.

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

         SECTION 1.4 NO IMPAIRMENT.

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

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

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

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



                                        2


<PAGE>



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

         SECTION 1.5 ENFORCEMENT.

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

                                   ARTICLE II

         SECTION 2.1 BINDING EFFECT.

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

         SECTION 2.2 AMENDMENT.

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

         SECTION 2.3 NOTICES.

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

                  BBC Capital Trust II
                  c/o BankAtlantic Bancorp, Inc.
                  1750 East Sunrise Boulevard
                  Fort Lauderdale, Florida 33304
                  Facsimile No.: (954) 763-4764
                  Attention: Chief Financial Officer

                  BankAtlantic Bancorp, Inc.
                  1750 East Sunrise Boulevard
                  Fort Lauderdale, Florida 33304
                  Facsimile No.: (954) 763-4764
                  Attention: Chief Financial Officer



                                        3


<PAGE>



         SECTION 2.4 This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of Florida (without regard
to conflict of laws principles).



                                        4


<PAGE>


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

                                       BANKATLANTIC BANCORP, INC.




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




                                       BBC CAPITAL TRUST II




                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:  Administrative Trustee





                                        5