<PAGE>

================================================================================

                          S.Y. BANCORP CAPITAL TRUST I

                              AMENDED AND RESTATED

                                TRUST AGREEMENT

                                     AMONG

                        S.Y. BANCORP, INC., AS DEPOSITOR

                 WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE

                 WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE,

                                      AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                         DATED AS OF ___________, 2001

================================================================================

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page

<S>                                                                         <C>
ARTICLE I. DEFINED TERMS.....................................................2
      Section 101. Definitions...............................................2

ARTICLE II. ESTABLISHMENT OF THE TRUST......................................10
      Section 201. Name.....................................................10
      Section 202. Office of the Delaware Trustee; Principal Place of
                     Business. .............................................10
      Section 203. Initial Contribution of Trust Property; Organizational
                     Expenses. .............................................10
      Section 204. Issuance of the Preferred Securities.....................10
      Section 205. Issuance of the Common Securities; Subscription and
                     Purchase of the Debentures.............................11
      Section 206. Declaration of Trust.....................................11
      Section 207. Authorization to Enter Into Certain Transactions.........11
      Section 208. Assets of Trust..........................................15
      Section 209. Title to Trust Property..................................15

ARTICLE III. PAYMENT ACCOUNT................................................16
      Section 301. Payment Account..........................................16

ARTICLE IV. DISTRIBUTIONS; REDEMPTION.......................................16
      Section 401. Distributions............................................16
      Section 402. Redemption...............................................17
      Section 403. Subordination of the Common Securities...................19
      Section 404. Payment Procedures.......................................20
      Section 405. Tax Returns and Reports..................................20
      Section 406. Payment of Taxes, Duties, Etc. of the Trust..............20
      Section 407. Payments under the Indenture.............................20

ARTICLE V. THE TRUST SECURITIES CERTIFICATES................................21
      Section 501. Initial Ownership........................................21
      Section 502. The Trust Securities Certificates........................21
      Section 503. Execution, Authentication and Delivery of the Trust
                     Securities Certificates................................21
      Section 503A. Global Preferred Security...............................22
      Section 504. Registration of Transfer and Exchange of the Preferred
                     Securities Certificates................................23
      Section 505. Mutilated, Destroyed, Lost or Stolen Trust Securities
                     Certificates...........................................25
      Section 506. Persons Deemed the Securityholders.......................25
      Section 507. Access to List of the Securityholders' Names and
                     Addresses. ............................................25


                                       i
<PAGE>

      Section 508. Maintenance of Office or Agency..........................26
      Section 509. Appointment of the Paying Agent..........................26
      Section 510. Ownership of the Common Securities by the Depositor......27
      Section 511. The Trust Securities Certificates........................27
      Section 512. [Reserved]...............................................27
      Section 513. Notices..................................................27
      Section 514. Rights of the Securityholders............................27

ARTICLE VI. ACTS OF THE SECURITYHOLDERS; MEETINGS; VOTING...................28
      Section 601. Limitations on Voting Rights.............................28
      Section 602. Notice of Meetings.......................................29
      Section 603. Meetings of the Preferred Securityholders................29
      Section 604. Voting Rights............................................30
      Section 605. Proxies, Etc.............................................30
      Section 606. Securityholder Action by Written Consent.................30
      Section 607. Record Date for Voting and Other Purposes................30
      Section 608. Acts of the Securityholders..............................30
      Section 609. Inspection of Records....................................32

ARTICLE VII. REPRESENTATIONS AND WARRANTIES.................................32
      Section 701. Representations and Warranties of the Bank and the
                     Property Trustee.......................................32
      Section 702. Representations and Warranties of the Delaware Bank
                     and the Delaware Trustee...............................33
      Section 703. Representations and Warranties of the Depositor..........34

ARTICLE VIII. TRUSTEES......................................................34
      Section 801. Certain Duties and Responsibilities......................34
      Section 802. Certain Notices..........................................36
      Section 803. Certain Rights of the Property Trustee...................36
      Section 804. Not Responsible for Recitals or Issuance of Securities...38
      Section 805. May Hold Securities......................................38
      Section 806. Compensation; Indemnity; Fees............................39
      Section 807. Corporate Property Trustee Required; Eligibility of
                     Trustees. .............................................39
      Section 808. Conflicting Interests....................................40
      Section 809. Co-Trustees and Separate Trustee.........................40
      Section 810. Resignation and Removal; Appointment of Successor........41
      Section 811. Acceptance of Appointment by Successor...................43
      Section 812. Merger, Conversion, Consolidation or Succession to
                     Business. .............................................43
      Section 813. Preferential Collection of Claims Against the Depositor
                     or the Trust...........................................44
      Section 814. Reports by the Property Trustee..........................44
      Section 815. Reports to the Property Trustee..........................44
      Section 816. Evidence of Compliance with Conditions Precedent.........44


                                       ii
<PAGE>

      Section 817. Number of Trustees.......................................44
      Section 818. Delegation of Power......................................45
      Section 819. Voting...................................................45

ARTICLE IX. TERMINATION, LIQUIDATION AND MERGER.............................45
      Section 901. Termination upon Expiration Date.........................45
      Section 902. Early Termination........................................45
      Section 903. Termination..............................................46
      Section 904. Liquidation..............................................46
      Section 905. Mergers, Consolidations, Amalgamations or Replacements
                     of the Trust...........................................47

ARTICLE X. MISCELLANEOUS PROVISIONS.........................................49
      Section 1001. Limitation of Rights of the Securityholders.............49
      Section 1002. Amendment...............................................49
      Section 1003. Separability............................................50
      Section 1004. Governing Law...........................................50
      Section 1005. Payments Due on Non-Business Day........................50
      Section 1006. Successors..............................................51
      Section 1007. Headings................................................51
      Section 1008. Reports, Notices and Demands............................51
      Section 1009. Agreement Not to Petition...............................51
      Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act..52
      Section 1011. Acceptance of Terms of the Trust Agreement, the
                     Guarantee and the Indenture............................52
</TABLE>

EXHIBITS
      Exhibit A   Certificate of Trust
      Exhibit B   Form of Common Securities Certificate
      Exhibit C   Form of Expense Agreement
      Exhibit D   Form of Preferred Securities Certificate
      Exhibit E   Form of Certificate of Authentication


                                      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 May ___, 2001, among (a)
S.Y. BANCORP, INC., a Kentucky corporation (including any successors or assigns,
the "Depositor"), (b) WILMINGTON TRUST COMPANY, a banking corporation duly
organized and existing under the laws of Delaware, as property trustee (the
"Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Bank"), (c) WILMINGTON TRUST COMPANY, a
banking corporation duly organized and existing under the laws of the State of
Delaware, as Delaware trustee (the "Delaware Trustee," and, in its separate
corporate capacity and not in its capacity as Delaware Trustee, the "Delaware
Bank"), (d) DAVID P. HEINTZMAN, an individual, KATHY C. THOMPSON, an individual,
and NANCY B. DAVIS, an individual, each of whose address is c/o S.Y. Bancorp,
Inc., 1040 East Main Street, Louisville, Kentucky 40206 (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 (e) the several Holders (as hereinafter defined).

                                    RECITALS

      WHEREAS, the Depositor, the Delaware Trustee and the Administrative
Trustees have heretofore duly declared and established a business trust pursuant
to the Delaware Business Trust Act (as hereinafter defined) by the entering into
of that certain Trust Agreement, dated as of May 3, 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 May 3, 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, (a) the
issuance of the Common Securities (as defined herein) by the Trust (as defined
herein) to the Depositor; (b) the issuance and sale of the Preferred Securities
(as defined herein) by the Trust pursuant to the Underwriting Agreement (as
defined herein); (c) the acquisition by the Trust from the Depositor of all of
the right, title and interest in the Debentures (as defined herein); and (d) 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:

<PAGE>

                                   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;

      (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 Payments" has the meaning specified in Section 1.1 of the
Indenture.

      "Administrative Trustee" means each of DAVID P. HEINTZMAN, KATHY C.
THOMPSON AND NANCY B. DAVIS, solely in his or her capacity as Administrative
Trustee of the Trust formed and continued hereunder and not in his or her
individual capacity, or such Administrative Trustee's successor in interest in
such capacity, or any successor trustee appointed as herein provided.

      "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person; (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner. Notwithstanding the foregoing,
Guaranty Federal shall not be deemed to be an Affiliate of the Depositor except
insofar as Guaranty Federal meets the requirements set forth in clause (c)
above.


                                       2
<PAGE>

      "Authenticating Agent" means an authenticating agent with respect to the
Preferred Securities appointed by the Property Trustee pursuant to Section 503.

      "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 ninety (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 ninety (90) days or entry of an order for relief in such case;
or the entry of a decree or order of a court having jurisdiction in the premises
for the appointment on the ground of insolvency or bankruptcy of a receiver,
custodian, liquidator, trustee or assignee in bankruptcy or insolvency of such
Person or of its property, or for the winding up or liquidation of its affairs,
and such decree or order shall have remained in force unvacated and unstayed for
a period of ninety (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.

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

      "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.

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

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


                                       3
<PAGE>

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

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

      "Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $10 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

      "Company" means S.Y. Bancorp, Inc., a Kentucky corporation and registered
bank holding company under the Bank Holding Company Act of 1956, as amended.

      "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, 19890-0001 Attention:
Corporate Trust Administration.

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

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

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

      "Debentures" means the $18,556,710 (or $20,618,570 if the Underwriters
exercise their Option as such term is defined in the Underwriters Agreement)
aggregate principal amount of the Depositor's ___% Subordinated Debentures due
2031, issued pursuant to the Indenture.

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

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

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

      "Depositary" means DTC or any successor thereto.

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


                                       4
<PAGE>

      "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.

      "DTC" means The Depository Trust Company.

      "Early Termination Event" has the meaning specified in Section 902.

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

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

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

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

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

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

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


                                       5
<PAGE>

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

      "Guarantee" means the Preferred Securities Guarantee Agreement executed
and delivered by the Depositor and 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.

      "Guaranty Federal" means Guaranty Federal Bancshares, Inc., a corporation
duly organized and existing under the laws of the State of Delaware and shall
also include its successors and assigns.

      "Indenture" means the Indenture, dated as of __________________, 2001,
between the Depositor and the Debenture Trustee, as trustee, as amended or
supplemented from time to time, pertaining to the Debentures of the Depositor.

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

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

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

      "Liquidation Amount" means the stated amount of $10 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 and
Chief Executive Officer or a Senior or Executive 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


                                       6
<PAGE>

officer of the Depositor. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
shall include:

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

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

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

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

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

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

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

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

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

      (b) the 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) the 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, 511 and 514; 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, the 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 (i) in
determining whether any Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only the
Preferred Securities that such Trustee knows to be so owned shall be so


                                       7
<PAGE>

disregarded; and (ii) 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. The Preferred Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and the pledgee is not
the Depositor or any other Obligor upon the Preferred Securities or a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Depositor or any Affiliate of the Depositor.

      "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 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 402.

      "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 $10 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
D.

      "Property Trustee" means the commercial bank or trust company identified
as the "Property Trustee," in the Preamble to this Trust Agreement solely in its
capacity as Property Trustee of the Trust 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.

      "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.


                                       8
<PAGE>

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

      "Trust" means the Delaware business trust 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.

      "Underwriting Agreement" means the Underwriting Agreement, dated as of
___________, 2001, among the Trust, the Depositor, Stifel, Nicolaus & Company,
Incorporated, J.J.B. Hilliard, W.L. Lyons, Inc. and the underwriters named
therein.


                                       9
<PAGE>

                                  ARTICLE II.
                           ESTABLISHMENT OF THE TRUST

      Section 201. Name. The Trust continued hereby shall be known as "S.Y.
Bancorp Capital Trust I," as such name may be modified from time to time by the
Administrative Trustees following written notice to the Holders of Trust
Securities and the other Trustees, in which name the Trustees may engage in the
transactions contemplated hereby, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

      Section 202. Office of the Delaware Trustee; Principal Place of Business.
The address of the Delaware 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 S.Y. Bancorp, Inc., 1040 East Main Street,
Louisville, Kentucky 40206, Attention: Chief Financial Officer.

      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 ____________, 2001,
the Depositor, 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 1,800,000 Preferred Securities having an aggregate
Liquidation Amount of $18,000,000 against receipt of the aggregate purchase
price of such Preferred Securities of $18,000,000, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee. If the
underwriters exercise their over-allotment option and there is an Option Closing
Date (as such term is defined in the Underwriting Agreement), then an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 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 200,000 Preferred Securities having an aggregate
Liquidation Amount of up to $2,000,000 against receipt of the aggregate purchase
price of such Preferred Securities of up to $2,000,000, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.


                                       10
<PAGE>

      Section 205. Issuance of the Common Securities; Subscription and Purchase
of the 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
55,671 Common Securities having an aggregate Liquidation Amount of $556,710
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
$18,556,710, 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 $18,556,710.

      (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 additional
aggregate amount of 6,186 Common Securities having an aggregate Liquidation
Amount of up to $61,860 against payment by the Depositor of such amount.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe to and purchase from the Depositor, additional Debentures,
registered in the name of the Trust and having an aggregate principal amount of
up to $2,061,860, and, in satisfaction of the purchase price of such Debentures,
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor up
to $2,061,860, such aggregate amount to be equal to the sum of the amounts
received from the Depositor pursuant to this Section 205(b) and from one of the
Administrative Trustees pursuant to the last sentence of Section 204.

      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. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Business Trust Act.

      Section 207. Authorization to Enter Into Certain Transactions.


                                       11
<PAGE>

      (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:

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

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

                  (B) to cause the Trust to enter into, and to execute, deliver
            and perform on behalf of the Trust, the 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 inclusion of the Preferred Securities in
            the American Stock Exchange, Inc. or in the listing of the Preferred
            Securities on 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 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;


                                       12
<PAGE>

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

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

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

                  (A) the establishment of the Payment Account;

                  (B) the receipt of the Debentures;

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

                  (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);


                                       13
<PAGE>

                  (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, set-off 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.

      (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 American Stock Exchange, Inc.
      or a national stock exchange or other organization for inclusion, listing
      or quotation 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;


                                       14
<PAGE>

            (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 and
the Administrative Trustees are authorized to direct the Property Trustee in
writing 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. The Property
Trustee shall take any action so directed by one or more of the Administrative
Trustees.

      Section 208. Assets of Trust. The assets of the Trust shall consist of the
Trust Property.

      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.


                                       15
<PAGE>

                                  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 the date of issuance of
the Trust Securities, and, except during any Extended Interest 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 September 30,
2001. If any date on which a Distribution is otherwise payable on the Trust
Securities is not a Business Day, then the payment of such Distribution shall be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay) except that if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day (and without any reduction in interest or any
other payment in respect of any such acceleration), in each case with the same
force and effect as if made on such date (each date on which distributions are
payable in accordance with this Section 401(a), a "Distribution Date").

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


                                       16
<PAGE>

the Extended Interest 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 by 12:30 p.m. on each Distribution Date in the Payment
Account for the payment of such Distributions.

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

      Section 402. Redemption.

      (a) On each Debenture Redemption Date and at 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 thirty (30) nor more
than sixty (60) days prior to the Redemption Date to each Holder of Trust
Securities to be redeemed, at such Holder's address appearing in the Securities
Register. The Property Trustee shall have no responsibility for the accuracy of
any CUSIP number contained in such notice. All notices of redemption shall
state:

            (i) the Redemption Date;

            (ii) the Redemption Price;

            (iii) the CUSIP number;

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

            (v) that, on the Redemption Date, the Redemption Price shall become
      due and payable upon each such Trust Security to be redeemed and that
      Distributions thereon shall cease to accumulate on and after said date,
      except as provided in Section 402(d); and

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

      (c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of the Debentures.


                                       17
<PAGE>

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 Property Trustee, subject to Section
402(c), shall, with respect to Preferred Securities held in global form, deposit
with the Clearing Agency for such Preferred Securities, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Preferred Securities. With respect to
Trust Securities that are not held in global form, the Property Trustee, subject
to Section 402(c), shall deposit with the Paying Agent funds sufficient to pay
the applicable Redemption Price and shall give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the record holders
thereof upon surrender of their Preferred Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, (i) all rights of
Securityholders holding Trust Securities so called for redemption shall cease,
except the right of such Securityholders to receive the Redemption Price, but
without interest, (ii) such Trust Securities shall cease to be Outstanding,
(iii) 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 certificates representing the Debentures to
be delivered upon such distribution with respect to Preferred Securities held by
the Clearing Agency or its nominee, and (iv) any Trust Securities Certificates
not held by the Clearing Agency for the Preferred Securities or its nominee as
specified in clause (iii) above will be deemed to represent Debentures having a
principal amount equal to the stated Liquidation Amount of the Trust Securities
represented thereby and bearing accrued and unpaid interest in an amount equal
to the accumulated and unpaid Distributions on such Trust Securities until such
certificates are presented to the Securities Registrar for transfer or
reissuance. In the event that any date on which any Redemption Price is payable
is not a Business Day, then payment of the Redemption Price payable on such date
shall be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day (and without any reduction of interest
or any other payment in respect of any such acceleration), in each case with the
same force and effect as if made on such date. In the event that payment of the
Redemption Price in respect of any Trust Securities called for redemption is
improperly withheld or refused and not paid either by the Trust or by the
Depositor pursuant to the Guarantee, Distributions on such Trust Securities
shall continue to accumulate, at the then applicable rate, from the Redemption
Date originally established by the Trust for such Trust Securities to the date
such Redemption Price is actually paid, in which case the actual payment date
shall be the date fixed for redemption for purposes of calculating the
Redemption Price.


                                       18
<PAGE>

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

      Section 403. Subordination of the 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 the
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, the Preferred Securities
then due and payable.


                                       19
<PAGE>

      (b) In the case of the occurrence of any Event of Default resulting from a
Debenture Event of Default, the Holder of the Common Securities shall be deemed
to have waived any right to act with respect to any such Event of Default under
this Trust Agreement until the 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 Dates. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Common Securityholder.

      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) to each Securityholder the
appropriate Internal Revenue Service forms required to be furnished to such
Securityholder or the information required to be provided on such forms. 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 the Securityholders under the Trust Securities.

      Section 406. Payment of Taxes, Duties, Etc. of the Trust.

      Upon receipt under the Debentures of Additional Payments, 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 the 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.


                                       20
<PAGE>

                                   ARTICLE V.
                       THE 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 the Liquidation Amount
and integral multiples of such Liquidation Amount in excess thereof, and the
Common Securities Certificates shall be issued in denominations of the
Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. The Trust Securities
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Trust Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 504, 511
and 514.

      Section 503. Execution, Authentication and Delivery of the Trust
Securities Certificates.

      (a) On the Closing Date and, if applicable, the Option Closing Date, as
such term is defined in the Underwriting Agreement, or upon the occurence of
any of the events described in clauses (i) through (iii) of Section 503A, 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 the manual or facsimile signature of at
least one of the Administrative Trustees and delivered to or upon the written
order of the Depositor, signed by its Chief Executive Officer, President, any
Senior or Executive Vice President, the Treasurer or any Assistant Treasurer
without further corporate action by the Depositor, in authorized
denominations.

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

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


                                    21
<PAGE>

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

      Section 503A. Global Preferred Security.

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

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

      (c) If a Preferred Security is to be exchanged in whole or in part for a
beneficial interest in a Global Preferred Security, then either (i) such Global
Preferred Security shall be so surrendered for exchange or cancellation as
provided in this Article V or (ii) the Liquidation Amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or canceled, or equal to the Liquidation Amount of such other
Preferred Securities to be so exchanged for a beneficial interest therein, as
the case may be, by means of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Property Trustee, in accordance with the
rules and procedures of the Depositary for such Global Preferred Security (the
"Applicable Procedures"), shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Preferred Security by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees shall
execute and the Property Trustee shall, subject to Section 504(b) and as
otherwise provided in this Article V, authenticate and deliver any Preferred
Securities issuable in exchange for such Global Preferred Security (or any
portion thereof) in accordance with the instructions of the Clearing Agency. The
Property Trustee shall not be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

      (d) Every Preferred Security executed, authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof,


                                       22
<PAGE>

whether pursuant to this Article V or otherwise, shall be executed,
authenticated and delivered in the form of, and shall be, a Global Preferred
Security, unless such Global Preferred Security is registered in the name of a
Person other than the Clearing Agency for such Global Preferred Security or a
nominee thereof.

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

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

      Section 504. Registration of Transfer and Exchange of the Preferred
Securities Certificates.

      (a) The Depositor 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 the Trust Securities Certificates and, subject to the provisions of
Section 503A, transfers and exchanges of the Preferred Securities Certificates
(herein referred to as the "Securities Register") in which the registrar
designated by the Depositor (the "Securities Registrar"), subject to such
reasonable regulations as it may prescribe, shall provide for the registration
of the Preferred Securities Certificates and the Common Securities Certificates
(subject to Section 510 in the case of the Common Securities Certificates) and
registration of transfers and exchanges of the Preferred Securities Certificates
as herein provided. The Property Trustee shall be the initial Securities
Registrar.

      (b) Subject to the provisions of Section 503A, 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 shall execute in accordance with Section 502 and the Property
Trustee shall authenticate 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
authentication. The Securities Registrar shall not be required to register the
transfer of any of the Preferred Securities that have been called for
redemption. At the option of a Holder, the 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


                                       23
<PAGE>

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, subject to the provisions of Section 503A,
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 of the 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 of the 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 of the Preferred Securities so
selected for redemption, in whole or in part, except the unredeemed portion of
any such Preferred Securities being redeemed in part.

      (d) No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, subject to the provisions of
Section 503A, 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 the Preferred Securities
Certificates.

      (e) Preferred Securities may only be transferred, in whole or in part,
in accordance with the terms and conditions set forth in this Trust
Agreement. Any transfer or purported transfer of any Preferred Security not
made in accordance with this Trust Agreement shall be null and void. A
Preferred Security that is not a Global Preferred Security may be
transferred, in whole or in part, to a Person who takes delivery in the form
of another Preferred Security that is not a Global Preferred Security as
provided in this Section 504. A beneficial interest in a Global Preferred
Security may be exchanged for a Preferred Security that is not a Global
Preferred Security only as provided in Section 503A.

                                       24
<PAGE>

      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, the Property Trustee and the Administrative Trustees such security or
indemnity as may be required by them to save each of them harmless, then in the
absence of notice that such Trust Securities Certificate shall have been
acquired by a protected purchaser, the Administrative Trustees, or any one of
them, on behalf of the Trust shall execute and make available for delivery, and
the Property Trustee shall authenticate if necessary, 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 the Securityholders. The Trustees, the Paying
Agent and the Securities Registrar shall treat the Person in whose name any
Trust Securities Certificate shall be registered in the Securities Register as
the owner of such Trust Securities Certificate for the purpose of receiving
Distributions and for all other purposes whatsoever, and neither the Trustees
nor the Securities Registrar shall be bound by any notice to the contrary.

      Section 507. Access to List of the Securityholders' Names and Addresses.
At any time when the Property Trustee is not also acting as the Securities
Registrar, the Administrative Trustees or the Depositor shall furnish or cause
to be furnished to the Property Trustee (a) within five Business Days of March
15, June 15, September 15 and December 15 in each year, a list, in such form as
the Property Trustee may reasonably require, of the names and addresses of the
Securityholders as of the most recent record date; and (b) promptly after
receipt by any Administrative Trustee or the Depositor of a request therefor
from the Property Trustee in order to enable the Property Trustee to discharge
its obligations under this Trust Agreement, in each case to the extent such
information is in the possession or control of the Administrative Trustees or
the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of the Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act. Each Holder, by receiving and holding a
Trust Securities Certificate, and each owner shall be deemed to have agreed not
to hold the 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.


                                       25
<PAGE>

      Section 508. Maintenance of Office or Agency. The Administrative
Trustees shall maintain in a location or locations designated by the
Administrative Trustees, an office or offices or agency or agencies where the
Preferred Securities Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Trustees in
respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate the Corporate Trust Office of the
Property Trustee, Wilmington Trust Company, as the principal corporate trust
office for such purposes. The Administrative Trustees shall give prompt
written notice to the Depositor and to the Securityholders of any change in
the location of the Securities Register or any such office or agency.

      Section 509. Appointment of the Paying Agent. The Paying Agent shall
initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee must be acceptable to the Administrative Trustees and the
Depositor. The Paying Agent shall make Distributions to the Securityholders from
the Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon thirty
(30) days' written notice to the Administrative Trustees, the Property Trustee
and the Depositor. In the event that the Property Trustee shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Administrative Trustees shall appoint a successor (which shall be a
bank or trust company) that is acceptable to the Property Trustee and the
Depositor to act as the Paying Agent. The Administrative Trustees shall cause
such successor Paying Agent or any additional Paying Agent appointed by the
Administrative Trustees to execute and deliver to the Trustees an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Trustees that as Paying Agent, such successor Paying Agent or additional
Paying Agent shall hold all sums, if any, held by it for payment to the
Securityholders in trust for the benefit of the Securityholders entitled thereto
until such sums shall be paid to such Securityholders. The Paying Agent shall
return all unclaimed funds to the Property Trustee and, upon removal of a Paying
Agent, such Paying Agent shall also return all funds in its possession to the
Property Trustee. The provisions of Sections 801, 803 and 806 shall apply to the
Property Trustee also in its role as the 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 Trust Agreement to
the Paying Agent shall include any co-paying agent unless the context requires
otherwise.


                                       26
<PAGE>

      Section 510. Ownership of the Common Securities by the 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 12.1 of the Indenture) shall be void. The Administrative
Trustees shall cause each Common Securities Certificate issued to the Depositor
to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN
COMPLIANCE WITH SECTION 510 OF THE TRUST AGREEMENT".

      Section 511. The Trust Securities Certificates.

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

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

      Section 512. [Reserved].

      Section 513. Notices. To the extent that a notice or other communication
to the Holders is required under this Trust Agreement, for so long as Preferred
Securities are represented by a Global Preferred Securities Certificate, the
Trustees shall give all such notices and communications specified herein to be
given to the Clearing Agency, and shall have no obligation to provide notice to
the owners of the beneficial interest in the Global Preferred Securities.

      Section 514. Rights of the 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, subject to the next following
sentence, nonassessable interests in the Trust. The Holders of the Preferred
Securities, in their capacities as


                                       27
<PAGE>

such, shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

      (b) For so long as any of the Preferred Securities remain Outstanding, if,
upon a Debenture Event of Default, the Debenture Trustee fails or the holders of
not less than twenty-five percent (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 twenty-five percent (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 of the Preferred Securities remain Outstanding,
upon a Debenture Event of Default arising from the failure to pay interest or
principal on the Debentures, the Holders of any of the 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 THE SECURITYHOLDERS; MEETINGS; VOTING

      Section 601. Limitations on Voting Rights.

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

      (b) So long as any Debentures are held by the Property Trustee, on behalf
of the Trust, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
executing any trust or power conferred on the Debenture Trustee with respect to
such Debentures; (ii) waive any past default which is waivable under Article VII
of the Indenture; (iii) exercise any right to rescind or annul a declaration
that the principal of all the Debentures shall be due and payable; or (iv)
consent to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of not less than a majority in
Liquidation Amount of all the 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


                                       28
<PAGE>

Property Trustee without the prior written consent of each holder of the
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 when authorized by a subsequent vote of the Holders of the
Outstanding Preferred Securities. The Property Trustee shall notify each holder
of the Outstanding Preferred Securities of any notice of default received from
the Debenture Trustee with respect to the Debentures. In addition to obtaining
the foregoing approvals of the Holders of the Preferred Securities, prior to
taking any of the foregoing actions, the Trustees shall, at the expense of the
Depositor, obtain an Opinion of Counsel experienced in such matters to the
effect that the Trust shall continue to be classified as a grantor trust and not
as an association taxable as a corporation for United States federal income tax
purposes on account of such action.

      (c) If any proposed amendment to the Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
in any material respect the powers, preferences or special rights of the holders
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
the 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 or her registered address, at least fifteen
(15) days and not more than ninety (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 the Preferred Securityholders.

      (a) No annual meeting of the Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of the Securityholders to
vote on any matter in respect of which the Preferred Securityholders are
entitled to vote upon the written request of the Preferred Securityholders of
twenty-five percent (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 the
Preferred Securityholders to vote on any matters as to which the Preferred
Securityholders are entitled to vote.

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


                                       29
<PAGE>

      (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 different number of
affirmative votes.

      Section 604. Voting Rights. The Securityholders shall be entitled to one
vote for each dollar value of Liquidation Amount represented by their Trust
Securities (with any fractional multiple thereof rounded up or down as the case
may be to the closest integral multiple) in respect of any matter as to which
such Securityholders are entitled to vote (and such dollar value shall be $10
per Preferred Security until such time, if any, as the Liquidation Amount is
changed as provided herein).

      Section 605. Proxies, Etc. At any meeting of the Securityholders, any
Securityholder entitled to vote thereat may vote by proxy, provided that no
proxy shall be voted at any meeting unless it shall have been placed on file
with the Administrative Trustees, or with such other officer or agent of the
Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Only Holders shall be entitled to vote.
When Trust Securities are held jointly by several persons, any one of them may
vote at any meeting in person or by proxy in respect of such Trust Securities,
but if more than one of them shall be present at such meeting in person or by
proxy, and such joint owners or their proxies so present disagree as to any vote
to be cast, such vote shall not be received in respect of such Trust Securities.
A proxy purporting to be executed by or on behalf of a Securityholder shall be
deemed valid unless challenged at or prior to its exercise, and, the burden of
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 the Securityholders at a meeting may be taken without a meeting
if the Securityholders holding more than a majority of all of the 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.

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

      Section 608. Acts of the Securityholders.


                                       30
<PAGE>

      (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 the 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 or her the execution thereof.
Where such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his or her 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 the 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.


                                       31
<PAGE>

      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 at the principal executive office of the Trustee (as
indicated in Section 202) to Holders of the Trust Securities 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 (in the case of a successor Property Trustee, the
term "Bank" as used herein shall be deemed to refer to such successor Property
Trustee in its separate corporate capacity) hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

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

      (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
its jurisdiction of incorporation, 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 requires the consent or approval of,
the giving of notice to, the registration


                                       32
<PAGE>

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 its jurisdiction of incorporation; 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; and

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

      Section 702. Representations and Warranties of the Delaware Bank and the
Delaware Trustee. The Delaware Bank and the Delaware Trustee, each severally on
behalf of and as to itself, as of the date hereof, and each successor Delaware
Trustee at the time of the successor Delaware Trustee's acceptance of
appointment as Delaware Trustee hereunder (the term "Delaware Bank" being used
to refer to such successor Delaware Trustee in its separate corporate capacity),
hereby represents and warrants (as applicable) for the benefit of the Depositor
and the Securityholders that:

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

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

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

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


                                       33
<PAGE>

Delaware Bank or the Delaware Trustee (as appropriate in context) or any order,
judgment or decree applicable to the Delaware Bank or the Delaware Trustee;

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

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

      Section 703. Representations and Warranties of the 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 thereof in connection with the execution,
delivery and performance by the Bank, the Property Trustee or the Delaware
Trustee, as the case may be, of this Trust Agreement.

                                 ARTICLE VIII.
                                    TRUSTEES

      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 nor the Delaware Trustee shall be liable for its
act or omissions hereunder except as a result of its own gross negligence or
willful misconduct. The Property Trustee's liability shall be determined under
the Trust


                                       34
<PAGE>

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, the Delaware Trustee or an
Administrative Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to the Securityholders, the Delaware Trustee or
such Administrative Trustee shall not be liable to the Trust or to any
Securityholder for such Trustee's good faith reliance on the provisions of this
Trust Agreement. The provisions of this Trust Agreement, to the extent that they
restrict the duties and liabilities of the Delaware Trustee or the
Administrative Trustees otherwise existing at law or in equity, are agreed by
the Depositor and the Securityholders to replace such other duties and
liabilities of the Delaware Trustee and the Administrative Trustees, as the case
may be.

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

            (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;


                                       35
<PAGE>

            (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 five (5) Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer (as defined in the Indenture)
of 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 Period on the
Debentures (unless such election shall have been revoked), and of any election
by the Depositor to accelerate the Maturity Date of the Debentures 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 the 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 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,


                                       36
<PAGE>

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 ten (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 two (2)
Business Days), it may, but shall be under no duty to, take or refrain from
taking such action not inconsistent with this Trust Agreement as it shall
deem advisable and in the best interests of the Securityholders, in which
event the Property Trustee shall have no liability except for its own bad
faith, negligence or willful misconduct;

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

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

      (e) the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or, except as provided in Section 405, any filing under
tax or securities laws) or any re-recording, refiling or reregistration thereof;

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

      (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, order
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
that might be incurred by it in compliance with such request, order or
direction; nothing contained herein shall, however, relieve the Property Trustee
of the obligation, upon the occurrence of an Event of Default (that has not been
cured or waived) to exercise such of the rights and powers vested in it by this
Trust Agreement, and to use the same degree of care and skill in their exercise
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs;

      (h) the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or


                                       37
<PAGE>

other paper or document, unless requested in writing to do so by the Holders of
not less than a majority in Liquidation Amount of the Outstanding Preferred
Securities, 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 the 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.


                                       38
<PAGE>

      Section 806. Compensation; Indemnity; Fees. The Depositor agrees:

      (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, in the case of the Property Trustee as set forth in a written agreement
between the Depositor and the Property Trustee);

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

      (c) to indemnify each of the Trustees or any predecessor Trustee for, and
to hold the Trustees harmless against, any loss, damage, claims, liability,
penalty or expense incurred without negligence, bad faith or willful misconduct
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 or the Delaware Trustee, any such expense, disbursement
or advance as may be attributable to its, his or her gross negligence, bad faith
or willful misconduct).

      No Trustee may claim any Lien or charge on 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. The Property Trustee and the
Delaware Trustee may, but need not be, the same person.

      (b) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who


                                       39
<PAGE>

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.

      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 a Debenture Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Depositor shall have power
to appoint, and upon the written request of the Property Trustee, the Depositor
shall for such purpose join with the Property Trustee in the execution, delivery
and performance of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Property Trustee either to act as
co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section 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


                                       40
<PAGE>

      specified hereunder, shall be exercised, solely by such Trustees and not
      by such co-trustee or separate trustee.

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

            (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 and
      agreements necessary or proper to effectuate such resignation or removal.
      A successor to any co-trustee or separate trustee so resigned or removed
      may be appointed in the manner provided in this Section 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 the 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 thirty (30) days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Depositor,


                                       41
<PAGE>

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 an 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 an Act of the Holders of not less than a majority in
Liquidation Amount of the Preferred Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by the Common Securityholder at any time.

      (d) If any Trustee shall resign, be removed or become incapable of acting
as Trustee, or if a vacancy shall occur in the office of any Trustee for any
cause, at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by an 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 or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default shall have
occurred and is continuing, the Preferred Securityholders, by an Act of the
Securityholders of not less than 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 an
Administrative Trustee, at a time when a Debenture Event of Default shall have
occurred and be continuing, the Common Securityholder, by an 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 Securityholder of Trust Securities for six
consecutive months on behalf of himself or herself and all others similarly
situated may petition a court of competent jurisdiction for the appointment of a
successor Relevant 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 the
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 or a Delaware Trustee who is
a natural person dies or


                                       42
<PAGE>

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


                                       43
<PAGE>

      Section 813. Preferential Collection of Claims Against the Depositor or
the Trust. If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or the Trust (or any
such other obligor).

      Section 814. Reports by the Property Trustee.

      (a) The Property Trustee shall transmit to the Securityholders such
reports concerning the Property Trustee, its actions under this Trust Agreement
and the property and funds in its possession in its capacity as the Property
Trustee as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant thereto.

      (b) A copy of each such report shall, at the time of such transmission to
the Holders, be filed by the Property Trustee with the American Stock Exchange,
Inc., and each 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)(1) 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 the 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
the Administrative Trustees is not reduced pursuant to Section 817(a), or if the
number of the 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 the Administrative Trustees shall
occur, until such vacancy is filled by


                                       44
<PAGE>

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 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 June 30, 2031 (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, subject to Depositor having received prior approval of the Board of
Governors of the Federal Reserve System if so required under applicable
guidelines, policies or regulations thereof) to dissolve the Trust and
distribute the Debentures to the 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 (whether upon a Debenture Redemption
Date or the maturity of the Debentures); and


                                       45
<PAGE>

      (d) the entrance of 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 the 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 Delaware Business Trust
Act.

      Section 904. Liquidation.

      (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 thirty (30) nor more than sixty (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 the Holders may exchange the Trust Securities Certificates for the
      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 the
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)
certificates representing a Like


                                       46
<PAGE>

Amount of the Debentures shall be issued to the Holders of Trust Securities
Certificates upon surrender of such certificates to the Administrative Trustees
or their agent for exchange; (iii) the Depositor shall use its reasonable
efforts to have the Debentures included in the American Stock Exchange, Inc. or
on such other securities exchange or other organization as the Preferred
Securities are then listed or traded; (iv) any Trust Securities Certificates not
so surrendered for exchange shall be deemed to represent a Like Amount of
Debentures, accruing interest at the rate provided for in the Debentures from
the last Distribution Date on which a Distribution was made on such Trust
Securities Certificates until such certificates are so surrendered (and until
such certificates are so surrendered, no payments of interest or principal shall
be made to Holders of the Trust Securities Certificates with respect to such
Debentures); and (v) all rights of the Securityholders holding the Trust
Securities shall cease, except the right of such Securityholders to receive the
Debentures upon surrender of the 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 of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up and 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, the
Securityholders shall be entitled to receive out of the assets of the Trust
available for distribution to the 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, subject to Section 407). The
Holder of the Common Securities shall be entitled to receive the Liquidation
Distributions upon any such dissolution, winding-up or termination pro rata
(determined as aforesaid) with the Holders of the 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 (a) such successor
entity either (i) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities; or (ii) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so


                                       47
<PAGE>

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; (b) 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; (c) 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; (d) 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; (e) such successor entity has
a purpose substantially identical to that of the Trust; (f) prior to such
merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease, the Depositor has received an Opinion of Counsel to the effect that
(i) 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 (ii) 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 (g)
the Depositor owns all of the Common Securities of such successor entity and
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee, the Debentures,
this Trust Agreement and the Expense Agreement. For purposes of this Section
905, any such consolidation, merger, sale, conveyance, transfer or other
disposition as a result of which (a) the Company is not the surviving Person,
and (b) the same Person is not both (i) the primary obligor in respect of the
Debentures and (ii) the Guarantor under the Preferred Securities Guarantee
shall be deemed to constitute a replacement of the Trust by a successor
entity; provided further that, notwithstanding the foregoing, in the event
that upon the consummation of such a consolidation, merger, sale, conveyance,
transfer or other disposition, the parent company (if any) of the Company, or
its successor, is a bank holding company or financial holding company or
comparably regulated financial institution, such parent company shall
guarantee the obligations of the Trust (and any successor thereto) under the
Preferred Securities (including any Successor Securities) at least to the
extent provided by the Guarantee, the Debentures, the Trust Agreement and the
Expense Agreement. Notwithstanding the foregoing, the Trust shall not, except
with the consent of the Holders of 100% in Liquidation Amount of the
Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other Person or permit any other Person
to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger or replacement would cause the Trust or
the successor entity to be classified as other than a grantor trust for
United States federal income tax purposes.

                                       48
<PAGE>

                                   ARTICLE X.
                            MISCELLANEOUS PROVISIONS

      Section 1001. Limitation of Rights of the Securityholders. The death or
incapacity of any Person having an interest, beneficial or otherwise, in the
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; (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 of the Trust Securities are outstanding or
to ensure that the Trust shall not be required to register as an "investment
company" under the Investment Company Act; or (iv) to reduce or increase the
Liquidation Amount per Trust Security and simultaneously to correspondingly
increase or decrease the number of Trust Securities issued and Outstanding
solely for the purpose of maintaining the eligibility of the Preferred
Securities for quotation or listing on any national securities exchange or other
organization on which the Preferred Securities are then included, quoted or
listed (including, if applicable, the American Stock Exchange, Inc.); provided,
however, that in the case of clause (ii), such action shall not adversely affect
in any material respect the interests of any Securityholder, and provided
further, that in the case of clause (iv) the aggregate Liquidation Amount of the
Trust Securities Outstanding upon completion of any such reduction must be the
same as the aggregate Liquidation Amount of the Trust Securities outstanding
immediately prior to such reduction or increase, and any amendments of this
Trust Agreement shall become effective when notice thereof is given to the
Securityholders (or, in the case of an amendment pursuant to clause (iv), as of
the date specified in the notice).

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


                                       49
<PAGE>

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

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

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

      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 ITS 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 that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any reduction of interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as


                                       50
<PAGE>

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 XII 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 S.Y. Bancorp, Inc., 1040 East Main
Street, Louisville, Kentucky 40206, Attention: Chief Financial Officer,
facsimile no.: (502) 625-2295. Any notice to the Preferred Securityholders shall
also be given to such owners as have, within two years preceding the giving of
such notice, filed their names and addresses with the Property Trustee for that
purpose. Such notice, demand or other communication to or upon a Securityholder
shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission.

      Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or
upon the Trust, the Property Trustee or the Administrative Trustees shall be
given in writing addressed (until another address is published by the Trust)
as follows: (a) with respect to the Property Trustee, to Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration; (b) with respect to the
Delaware Trustee, to Wilmington Trust Company, at the address above; and (c)
with respect to the Administrative Trustees, to them at the address above for
notices to the Depositor, marked "Attention: Administrative Trustees of S.Y.
Bancorp Capital Trust I, c/o S.Y. Bancorp, Inc." 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 agrees for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, they shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code of 1978, as
amended) (collectively, "Bankruptcy Laws") or otherwise join in the commencement
of any proceeding


                                       51
<PAGE>

against the Trust under any Bankruptcy Law. In the event the Depositor or any of
the Trustees takes action in violation of this Section 1009, the Property
Trustee agrees, for the benefit of the Securityholders, that at the expense of
the Depositor (which expense shall be paid prior to the filing), it shall file
an answer with the bankruptcy court or otherwise properly contest the filing of
such petition by the Depositor or such Trustee against the Trust or the
commencement of such action and raise the defense that the Depositor or such
Trustee has agreed in writing not to take such action and should be stopped and
precluded therefrom. The provisions of this Section 1009 shall survive the
termination of this Trust Agreement.

      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 Trust Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

      Section 1011. Acceptance of Terms of the Trust Agreement, the Guarantee
and the 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. WITHOUT LIMITING THE FOREGOING,
BY ACCEPTANCE OF A PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO
HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL
ACCOUNTING PURPOSES, THE


                                       52
<PAGE>

DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE PREFERRED SECURITIES AS
EVIDENCING AN UNDIVIDED BENEFICIAL OWNERSHIP INTEREST IN THE DEBENTURES.


                                       53
<PAGE>

                              S.Y. BANCORP, INC.,
                              as Depositor

                              By:
                                  ----------------------------------------------
                                    Name: David H. Brooks
                                          ----------------
                                    Title: Chairman and Chief Executive Officer
                                           ------------------------------------

                              WILMINGTON TRUST COMPANY,
                              as Property Trustee

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


                              WILMINGTON TRUST COMPANY,
                              as Delaware Trustee

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

                              --------------------------------------------------
                              DAVID P. HEINTZMAN, as Administrative Trustee

                              --------------------------------------------------
                              KATHY C. THOMPSON, as Administrative Trustee

                              --------------------------------------------------
                              NANCY B. DAVIS, as Administrative Trustee

<PAGE>

                                   EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                          S.Y. BANCORP CAPITAL TRUST I

      THIS CERTIFICATE OF TRUST OF S.Y. BANCORP CAPITAL TRUST I (the
"Trust"), dated as of May 3, 2001, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del. C. Section 3801 et seq.) (the "Act").

      1. NAME. The name of the business trust formed hereby is S.Y. Bancorp
Capital Trust I.

      2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
Trust Administration.

      3. EFFECTIVE DATE. This Certificate of Trust shall be effective on the
date of filing.

      IN WITNESS WHEREOF, each of the undersigned, being a trustee of the Trust,
has executed this Certificate of Trust in accordance with Section 3811 of the
Act.

                                    WILMINGTON TRUST COMPANY, as Trustee


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


                              --------------------------------------------------
                              David P. Heintzman, as Trustee

                              --------------------------------------------------
                              Kathy C. Thompson, as Trustee

                              --------------------------------------------------
                              Nancy B. Davis, as Trustee


                                      A-1
<PAGE>

                                   EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE
                           EXCEPT IN COMPLIANCE WITH
                       SECTION 510 OF THE TRUST AGREEMENT

      CERTIFICATE NUMBER _________ NUMBER OF COMMON SECURITIES __________.

                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                          S.Y. BANCORP CAPITAL TRUST I

                               COMMON SECURITIES
                   LIQUIDATION AMOUNT $10 PER COMMON SECURITY

      S.Y. BANCORP CAPITAL TRUST I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that S.Y. BANCORP,
INC. (the "Holder") is the registered owner of ____________________ (________)
common securities of the Trust representing undivided beneficial interests in
the assets of the Trust and designated the Common Securities (liquidation amount
$10 per Common Security) (the "Common Securities"). In accordance with Section
510 of the Trust Agreement (as defined below), the Common Securities are not
transferable and any attempted transfer hereof shall be void. The designations,
rights, privileges, restrictions, preferences, and other terms and provisions of
the Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of ______________ _____, 2001, as the same may be amended from
time to time (the "Trust Agreement"), including the designation of the terms of
the Common Securities as set forth therein. The Trust shall furnish a copy of
the Trust Agreement to the Holder without charge upon written request to the
Trust at its principal place of business or registered office.

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

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

                              S.Y. BANCORP CAPITAL TRUST I


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


                                      B-1
<PAGE>

                                   EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

            AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as
of ___, 2001 between S.Y. BANCORP, INC., a Kentucky corporation (the "Company"),
and S.Y. BANCORP CAPITAL TRUST I, a Delaware business trust (the "Trust").

                                    RECITALS

            WHEREAS, the Trust intends to issue its common securities (the
"Common Securities") to, and receive ____% Subordinated Debentures (the
"Debentures") from, the Company and to issue and sell up to 2,000,000 ____%
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 ______________,
2001, 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 the
holders of any Preferred Securities or other similar interests in the Trust the
amounts due such holders pursuant to the terms of the Preferred Securities or
such other similar interests, as the case may be. This Agreement is intended to
be for the benefit of, and to be enforceable by, all such Beneficiaries, whether
or not such Beneficiaries have received notice hereof.

      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 there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue
to be


                                      C-1
<PAGE>

effective or shall be reinstated, as the case may be, if at any time any holder
of the Preferred Securities or any Beneficiary must restore payment of any sums
paid under the Preferred Securities, under any obligation under the Preferred
Securities Guarantee Agreement dated the date hereof by the Company and
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.

      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.


                                      C-2
<PAGE>

                                   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 answer back, if sent by telex):

      S.Y. Bancorp Capital Trust I, c/o S.Y. Bancorp, Inc., 1040 East Main
Street, Louisville, Kentucky 40206. Facsimile No.: (502) 625-2295. Attention:
Chief Financial Officer.

      S.Y. Bancorp, Inc., 1040 East Main Street, Louisville, Kentucky 40206.
Facsimile No.: (502) 625-2295. Attention: Chief Financial Officer.

      Section 2.4. Governing Law.

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

         [The remainder of this page has been left blank intentionally]


                                      C-3
<PAGE>

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

                              S.Y. BANCORP, INC.

                              By:
                                   ---------------------------------------------
                                   Name: David H. Brooks
                                         ---------------
                                   Title: Chairman and Chief Executive Officer


                              S.Y. BANCORP CAPITAL TRUST I

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


                                      C-4
<PAGE>

                                   EXHIBIT D

Certificate Number___________           Number of Preferred Securities _________
CUSIP NO. ____________

                  Certificate Evidencing Preferred Securities
                                       of
                          S.Y. Bancorp Capital Trust I

                  ____% Cumulative Trust Preferred Securities
                (Liquidation Amount $10 per Preferred Security)

      S.Y. BANCORP CAPITAL TRUST I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that
______________ (the "Holder") is the registered owner of _____ preferred
securities (the "Preferred Securities") of the Trust representing undivided
beneficial interests in the assets of the Trust and designated the ____%
Cumulative Trust Preferred Securities (Liquidation Amount $10 per Preferred
Security). The Preferred Securities are transferable on the books and records of
the Trust, in person or by a duly authorized attorney, upon surrender of this
Certificate duly endorsed and in proper form for transfer as provided in Section
504 of the Trust Agreement (as defined herein). The designations, rights,
privileges, restrictions, preferences, and other terms and provisions of the
Preferred Securities are set forth in, and this Certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of _______________ , 2001, as the same may be amended from time
to time (the "Trust Agreement"), including the designation of the terms of the
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Preferred Securities Guarantee Agreement entered into by S.Y.
Bancorp, Inc., a Kentucky corporation, and Wilmington Trust Company, as
guarantee trustee, dated as of ____________ , 2001 (the "Guarantee"), to the
extent provided therein. The Trust shall furnish a copy of the Trust
Agreement and the Guarantee to the Holder without charge upon written request
to the Trust at its principal place of business or registered office.

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

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


                                      D-1
<PAGE>

      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this Certificate as of this ________ day of ___________ 2001.

                              S.Y. BANCORP CAPITAL TRUST I


                              By:
                                  ----------------------------------------------
                                    David P. Heintzman
                                    ------------------
                                    Administrative Trustee


                              By:
                                  ----------------------------------------------
                                    Kathy C. Thompson
                                    -----------------
                                    Administrative Trustee


                              By:
                                  ----------------------------------------------
                                    Nancy B. Davis
                                    --------------
                                    Administrative Trustee


                                     LEGEND

                          FOR CERTIFICATES EVIDENCING

                       GLOBAL PREFERRED SECURITIES ONLY:

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


                                      D-2
<PAGE>

                        [FORM OF REVERSE OF CERTIFICATE]

      The Trust will furnish without charge to any registered owner of Preferred
Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any
such request should be in writing and addressed to S.Y. Bancorp Capital Trust I,
c/o S.Y. Bancorp, Inc., 1040 East Main Street, Louisville, Kentucky 40206 or to
the Registrar named on the face of this Certificate.

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

TEN COM - as tenants in common         UNIF GIFT MIN ACT -......Custodian.......
                                                          (Cust)         (Minor)
TEN ENT - as tenants by the entireties                    under Uniform Gifts to
                                                          Minors Act............
                                                                  (State)
JT TEN    as joint tenants with right  UNIF TRF MIN ACT  -......Custodian
          of survivorship and not as                     (until age)............
          tenants in common                               .........under Uniform
                                                         (Minor)
                                                         Transfers to Minors
                                                         Act ...................
                                                                (State)
TOD     - transfer on death direction
          in event owner's death, to
          person named on face and
          subject to TOD rules
          referenced

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

      FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer unto:
________________________________________________________________________________
(Please insert Social Security or other identifying number of assignee)

------------------------------------

------------------------------------

----------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

-------------------- Preferred Securities represented by the within Certificate,
and do(es) hereby irrevocably constitute and appoint
_______________________________________________________________________ attorney
to transfer the said Preferred Securities on the books of the within-named Trust
with full power of substitution in the premises.

Dated:
      ------------------------

                    Signature:
                              --------------------------------------------------

                              NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
                                      CORRESPOND WITH THE NAME AS WRITTEN UPON
                                      THE FACE OF THE CERTIFICATE IN EVERY
                                      PARTICULAR, WITHOUT ALTERNATION OR
                                      ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:


--------------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.


                                      D-3
<PAGE>

                                   EXHIBIT E

                     FORM OF CERTIFICATE OF AUTHENTICATION

                         CERTIFICATE OF AUTHENTICATION

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

Dated:

WILMINGTON TRUST COMPANY,
as Authenticating Agent and Registrar

By:
    --------------------------------
      Authorized Signatory


                                      E-1