<PAGE>   1
                                                                     EXHIBIT 4.3

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




                              AMENDED AND RESTATED

                                 TRUST AGREEMENT


                                      Among


                         STANDARD MANAGEMENT CORPORATION

                                 (as Depositor)


                              BANKERS TRUST COMPANY

                              (as Property Trustee)


                                       and


                            BANKERS TRUST (DELAWARE)

                              (as Delaware Trustee)


                                   dated as of

                                  _______, 2001


                              SMAN CAPITAL TRUST I


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


<PAGE>   2


                              SMAN CAPITAL TRUST I

              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:
<TABLE>
<CAPTION>
Trust Indenture                                                                   Trust Agreement
   Act Section                                                                         Section
-----------------                                                                 -----------------

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

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


<PAGE>   3


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>                        <C>                                                                          <C>
ARTICLE I.                 DEFINED TERMS
         Section 1.1.               Definitions...........................................................1

ARTICLE II.                CONTINUATION OF THE ISSUER TRUST
         Section 2.1.               Name..................................................................12
         Section 2.2.               Office of the Delaware Trustee;
                                      Principal Place of Business.........................................12
         Section 2.3.               Initial Contribution of Trust Property,
                                      Organizational Expenses.............................................13
         Section 2.4.               Issuance of the Preferred Securities..................................13
         Section 2.5.               Issuance of the Common Securities;
                                      Subscription and Purchase of Junior
                                      Subordinated Debentures.............................................13
         Section 2.6.               Declaration of Trust..................................................14
         Section 2.7.               Authorization to Enter into Certain
                                      Transactions........................................................14
         Section 2.8.               Assets of Trust.......................................................18
         Section 2.9.               Title to Trust Property...............................................18

ARTICLE III.               PAYMENT ACCOUNT
         Section 3.1.               Payment Account.......................................................18

ARTICLE IV.                DISTRIBUTIONS; REDEMPTION
         Section 4.1.               Distributions.........................................................19
         Section 4.2.               Redemption............................................................20
         Section 4.3.               Subordination of Common Securities....................................22
         Section 4.4.               Payment Procedures....................................................22
         Section 4.5.               Tax Returns and Reports...............................................23
         Section 4.6.               Payment of Taxes, Duties, Etc.
                                      of the Issuer Trust.................................................23
         Section 4.7.               Payments under Indenture or Pursuant
                                      to Direct Actions...................................................23
         Section 4.8.               Liability of the Holder of Common
                                      Securities..........................................................24

ARTICLE V.                 TRUST SECURITIES CERTIFICATES
         Section 5.1.               Initial Ownership.....................................................24
         Section 5.2.               The Trust Securities Certificates.....................................24
         Section 5.3.               Execution and Delivery of Trust
                                      Securities Certificates.............................................24
         Section 5.4.               Global Preferred Security.............................................25
</TABLE>


                                       i


<PAGE>   4

<TABLE>

<S>                        <C>                                                                            <C>
         Section 5.5.               Registration of Transfer and Exchange
                                      Generally; Certain Transfers and
                                      Exchanges; Preferred Securities
                                      Certificates........................................................26
         Section 5.6.               Mutilated, Destroyed, Lost or Stolen
                                      Trust Securities Certificates.......................................28
         Section 5.7.               Persons Deemed Holders................................................28
         Section 5.8.               Access to List of Holders'
                                      Names and Addresses.................................................28
         Section 5.9.               Maintenance of Office or Agency.......................................28
         Section 5.10.              Appointment of Paying Agent...........................................29
         Section 5.11.              Ownership of Common Securities
                                      by Depositor........................................................29
         Section 5.12.              Notices to Clearing Agency............................................30
         Section 5.13.              Rights of Holders.....................................................30

ARTICLE VI.                ACTS OF HOLDERS; MEETINGS; VOTING
         Section 6.1.               Limitations on Holder's Voting
                                      Rights..............................................................32
         Section 6.2.               Notice of Meetings....................................................33
         Section 6.3.               Meetings of Holders...................................................33
         Section 6.4.               Voting Rights.........................................................33
         Section 6.5.               Proxies, etc..........................................................34
         Section 6.6.               Holder Action by Written Consent......................................34
         Section 6.7.               Record Date for Voting and Other
                                      Purposes............................................................34
         Section 6.8.               Acts of Holders.......................................................34
         Section 6.9.               Inspection of Records.................................................35

ARTICLE VII.               REPRESENTATIONS AND WARRANTIES
         Section 7.1.               Representations and Warranties
                                      of the Property Trustee and
                                      the Delaware Trustee................................................36
         Section 7.2.               Representations and Warranties of
                                      Depositor...........................................................37

ARTICLE VIII.              THE ISSUER TRUSTEES; THE ADMINISTRATORS
         Section 8.1.               Certain Duties and Responsibilities...................................37
         Section 8.2.               Certain Notices.......................................................40
         Section 8.3.               Certain Rights of Property Trustee....................................40
         Section 8.4.               Not Responsible for Recitals
                                      or Issuance of Securities...........................................41
         Section 8.5.               May Hold Securities...................................................42
         Section 8.6.               Compensation; Indemnity; Fees.........................................42
</TABLE>


                                       ii


<PAGE>   5

<TABLE>

<S>      <C>               <C>                                                                            <C>
         Section 8.7.               Corporate Property Trustee Required;
                                      Eligibility of Trustees and
                                      Administrators......................................................43
         Section 8.8.               Conflicting Interests.................................................44
         Section 8.9.               Co-Trustees and Separate Trustee......................................44
         Section 8.10.              Resignation and Removal; Appointment
                                      of Successor........................................................45
         Section 8.11.              Acceptance of Appointment by
                                      Successor...........................................................46
         Section 8.12.              Merger, Conversion, Consolidation or
                                      Succession to Business..............................................47
         Section 8.13.              Preferential Collection of Claims
                                      Against Depositor or Issuer Trust...................................47
         Section 8.14.              Trustee May File Proofs of Claim......................................47
         Section 8.15.              Reports by Property Trustee...........................................48
         Section 8.16.              Reports to the Property Trustee.......................................48
         Section 8.17.              Evidence of Compliance with Conditions
                                      Precedent...........................................................49
         Section 8.18.              Number of Issuer Trustees.............................................49
         Section 8.19.              Delegation of Power...................................................49
         Section 8.20.              Appointment of Administrators.........................................49

ARTICLE IX.                DISSOLUTION, LIQUIDATION AND MERGER
         Section 9.1.               Dissolution Upon Expiration Date......................................50
         Section 9.2.               Early Dissolution.....................................................50
         Section 9.3.               Termination...........................................................51
         Section 9.4.               Liquidation...........................................................51
         Section 9.5.               Mergers, Consolidations, Amalgamations
                                      or Replacements of the Issuer Trust.................................52

ARTICLE X.                 MISCELLANEOUS PROVISIONS
         Section 10.1.              Limitation of Rights of Holders.......................................54
         Section 10.2.              Amendment.............................................................54
         Section 10.3.              Separability..........................................................55
         Section 10.4.              Governing Law.........................................................55
         Section 10.5.              Payments Due on Non-Business Day......................................55
         Section 10.6.              Successors............................................................56
         Section 10.7.              Headings..............................................................56
         Section 10.8.              Reports, Notices and Demands..........................................56
         Section 10.9.              Agreement Not to Petition.............................................57
         Section 10.10.             Trust Indenture Act; Conflict with
                                      Trust Indenture Act.................................................57
         Section 10.11.             Acceptance of Terms of Trust Agreement,
                                      Guarantee and Indenture.............................................58
         Section 10.12.             Counterparts..........................................................59
</TABLE>


                                       iii
<PAGE>   6


                                    EXHIBITS

Exhibit A              Certificate of Trust
Exhibit B              Form of Certificate Depositary Agreement
Exhibit C              Form of Common Securities Certificate
Exhibit D              Form of Preferred Securities Certificate


                                       iv
<PAGE>   7

                      AMENDED AND RESTATED TRUST AGREEMENT

         THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of ______, 2001
(this "Trust Agreement"), is among (a) STANDARD MANAGEMENT CORPORATION, an
Indiana corporation (including any permitted successors or assigns, the
"Depositor"), (b) BANKERS TRUST COMPANY, a New York banking corporation, as
property trustee (in such capacity, the "Property Trustee" and, in its separate
corporate capacity and not in its capacity as Property Trustee, the "Bank"), and
(c) BANKERS TRUST (DELAWARE), a Delaware banking corporation, as Delaware
trustee (the "Delaware Trustee") (the Property Trustee and the Delaware Trustee
are referred to collectively herein as the "Issuer Trustees") and (d) the
several Holders, as hereinafter defined.

                                    RECITALS

         WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by the entering into a certain Trust Agreement, dated as of May 9,
2001 (the "Original Trust Agreement"), and by the execution and filing by the
Delaware Trustee with the Secretary of State of the State of Delaware of the
Certificate of Trust, filed on May 9, 2001 (the "Certificate of Trust"), a copy
of which is attached hereto as Exhibit A; and

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

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

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1.      Definitions.

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

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


<PAGE>   8
         (b)      all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

         (c)      the words "include," "includes" and "including" shall be
deemed to be followed by the phrase "without limitation";

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

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

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

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

         "Act" has the meaning specified in Section 6.8.

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

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

         "Administrators" means each Person appointed in accordance with Section
8.20 solely in such Person's capacity as Administrator of the Issuer Trust
heretofore formed and continued hereunder and not in such Person's individual
capacity, or any successor Administrator appointed as herein provided; with the
initial Administrators being Ronald D. Hunter and Stephen M. Coons.

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

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


                                       2
<PAGE>   9

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

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

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

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

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

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

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

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


                                       3
<PAGE>   10

         "Cede" means Cede & Co.

         "Certificate Depositary Agreement" means the agreement among the Issuer
Trust, the Depositor and the Depositary, as the initial Clearing Agency, dated
as of the Closing Date, substantially in the form attached hereto as Exhibit B,
as the same may be amended and supplemented from time to time.

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

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

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

         "Closing Date" means the Time of Delivery for the Firm Securities,
which date is also the date of execution and delivery of this Trust Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended or any
successor statute, in each case as amended from time to time.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act or, if at any time after the
execution of this instrument such Commission is not 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 hereto as
Exhibit C.

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

         "Corporate Trust Office" means (a) with respect to the Property Trustee
or the Debenture Trustee, the principal office of the Property Trustee located
in the City of New York, New York, which at the time of the execution of this
Trust Agreement is located at Four Albany Street, New York, New York 10006;
Attention: Corporate Trust and Agency Group - Corporate Market Services, and (b)
with respect to the Delaware Trustee, the principal office of the Delaware
Trustee located at E.A. Delle Donne Corporate Center, Montgomery Building, 1011
Centre Road, Suite 200, Wilmington, Delaware, 19805-1266.

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


                                       4
<PAGE>   11

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

         "Debenture Trustee" means Bankers Trust Company, a New York banking
corporation and any successor, as trustee under the Indenture.

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

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

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

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

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

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

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

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

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

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

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

         (d)      default in the performance, or breach, in any material
respect, of any covenant or warranty of the Issuer Trust in this Trust Agreement
(other than a covenant or warranty a default in the performance of which or the
breach of which is dealt with in clause (b) or (c) above) and continuation of
such default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Issuer Trustees and the Depositor by the
Holders of at


                                       5
<PAGE>   12

least 25% in aggregate Liquidation Amount of the Outstanding Preferred
Securities, a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a "Notice of Default" hereunder;
or

         (e) the occurrence of any Bankruptcy Event with respect to the Property
Trustee or all or substantially all of its property if a successor Property
Trustee has not been appointed within a period of 90 days thereof.

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

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

         "Extension Period" has the meaning specified in Section 4.1.

         "Federal Reserve" means the Board of Governors of the Federal Reserve
System.

         "Firm Securities" means an aggregate Liquidation Amount of $__________
of the Issuer Trust's _____% Preferred Securities.

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

         "Global Preferred Security" means a Preferred Security, the ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 5.4.

         "Guarantee Agreement" means the Guarantee Agreement executed and
delivered by the Depositor and Bankers Trust Company, as guarantee 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.

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

         "Indemnified Person" has the meaning specified in Section 8.6(c).

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

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

         "Investment Company Event" means the receipt by the Issuer Trust of an
Opinion of Counsel, rendered by counsel experienced in such matters, to the
effect that, as a result of the


                                       6
<PAGE>   13

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

         "Issuer Trust" means SMAN Capital Trust I.

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

         "Junior Subordinated Debentures" means the aggregate principal amount
of the Depositor's _____% junior subordinated deferrable interest debentures,
due __________, 2031 which date may be shortened once at any time by the
Depositor to any date not earlier than __________, 2006 issued pursuant to the
Indenture.

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

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

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

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

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

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


                                       7
<PAGE>   14

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

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

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

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

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

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

         "Option Closing Date" shall have the meaning provided in the
Underwriting Agreement.

         "Option Securities" means an aggregate Liquidation Amount of
$__________ of the Issuer Trust's _____% Preferred Securities, issuable to the
Underwriters, at their option, exercisable within 30 days after the date of the
Prospectus, solely to cover over-allotments, if any.

         "Option Preferred Securities Certificate" means the certificate
evidencing ownership of Preferred Securities issued if the Underwriters exercise
their option described in Section 2.4, which certificate shall be substantially
in the form attached hereto as Exhibit D.

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

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

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

         (b)      Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee or any
Paying Agent for the Holders of


                                       8
<PAGE>   15

such Preferred Securities, provided that if such Trust Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this Trust
Agreement; and

         (c)      Trust Securities which have been paid or in exchange for or in
lieu of which other Trust Securities have been executed and delivered pursuant
to Sections 5.4, 5.5, and 5.6;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent, or waiver hereunder,
Preferred Securities owned by the Depositor, any Issuer Trustee, any
Administrator, or any Affiliate of the Depositor or any Issuer Trustee shall be
disregarded and deemed not to be Outstanding, except that (i) in determining
whether any Issuer Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Preferred
Securities that such Issuer Trustee or such Administrator, as the case may be,
knows to be so owned shall be so disregarded and (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 Issuer Trustees, one or more of the
Administrators and/or any such Affiliate. Preferred Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrators the pledgee's right so to
act with respect to such Preferred Securities and that the pledgee is not the
Depositor or any Affiliate of the Depositor.

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

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

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

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

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

         "Preferred Security" means a Firm Security or an Option Security, each
constituting a preferred undivided beneficial interest in the assets of the
Issuer Trust, having a Liquidation


                                       9
<PAGE>   16

Amount of $____ and having the rights provided therefor in this Trust Agreement,
including the right to receive Distributions and a Liquidation Distribution as
provided herein.

         "Property Trustee" means the Person identified as the "Property
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Property Trustee of the Issuer Trust 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.

         "Prospectus" means the final prospectus covering the Preferred
Securities, Junior Subordinated Debentures and the Guarantee Agreement.

         "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 Junior Subordinated Debenture Redemption Date and
the stated maturity of the Junior Subordinated Debentures shall be a Redemption
Date for a Like Amount of Trust Securities, including but not limited to any
date of redemption pursuant to the occurrence of any Special Event.

         "Redemption Price" means with respect to a redemption of any Trust
Security, the Liquidation Amount of such Trust Security, together with
accumulated but unpaid Distributions to but excluding the date fixed for
redemption, plus the related amount of the premium, if any, paid by the
Depositor upon the concurrent redemption of a Like Amount of Junior Subordinated
Debentures.

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

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

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

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

         "Special Event" means any Tax Event or Investment Company Event.

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


                                       10
<PAGE>   17

Preferred Securities Certificate shall be deemed to evidence the same beneficial
interest in the Issuer Trust as the mutilated, destroyed, lost or stolen
Preferred Securities Certificate.

         "Successor Security" has the meaning specified in Section 9.5.

         "Tax Event" means the receipt by the Issuer Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement, action or decision is announced on or after
the date of issuance of the Preferred Securities, there is more than an
insubstantial risk that (a) the Issuer Trust is, or will be within 90 days of
the delivery of such Opinion of Counsel, subject to United States federal income
tax with respect to income received or accrued on the Junior Subordinated
Debentures, (b) interest payable by the Depositor on the Junior Subordinated
Debentures is not, or within 90 days of the delivery of such Opinion of Counsel
will not be, deductible by the Depositor, in whole or in part, for United States
federal income tax purposes, or (c) the Issuer Trust is, or will be within 90
days of the delivery of such Opinion of Counsel, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

         "Time of Delivery" means 9:00 a.m. Eastern Standard Time, either (a)
with respect to the Firm Securities or the Common Securities, on the fourth
Business Day (unless postponed in accordance with the provisions of Section 4 of
the Underwriting Agreement) following the date of execution of the Underwriting
Agreement, or such other time not later than ten Business Days after such date
as shall be agreed upon by the Underwriters, the Issuer Trust and the Company,
or (b) with respect to the Option Securities, the Option Closing Date.

         "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 (a) all Exhibits hereto, and (b) for all
purposes of this Amended and Restated 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 Amended and Restated Trust Agreement and
any modification, amendment or supplement, respectively.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
by the Trust Indenture Reform Act of 1990, or any successor statute, in each
case as amended from time to time.

         "Trust Property" means (a) the Junior Subordinated Debentures, (b) any
cash on deposit in, or owing to, the Payment Account, and (c) all proceeds and
rights in respect of the foregoing and any other property and assets for the
time being held or deemed to be held by the Property Trustee pursuant to the
trusts of this Trust Agreement.

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


                                       11
<PAGE>   18

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

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

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

                                   ARTICLE II

                        CONTINUATION OF THE ISSUER TRUST

Section 2.1.    Name.

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

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

         The address of the Delaware Trustee in the State of Delaware is Bankers
Trust (Delaware), E.A. Delle Donne Corporate Center, Montgomery Building, 1011
Centre Road, Suite 200, Wilmington, Delaware, 19805-1266, Attention: Elizabeth
Ferry, or such other address in the State of Delaware as the Delaware Trustee
may designate by written notice to the Holders and the Depositor. The principal
executive office of the Issuer Trust is in care of Standard Management
Corporation, 10689 North Pennsylvania Avenue, Indianapolis, Indiana 46280,
Attention: Office of the Secretary.

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

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

Section 2.4.    Issuance of the Preferred Securities.

         On __________, 2001, the Depositor, both on its own behalf and on
behalf of the Issuer Trust pursuant to the Original Trust Agreement, executed
and delivered the Underwriting Agreement. Contemporaneously with the execution
and delivery of this Trust Agreement, an Administrator, on behalf of the Issuer
Trust, shall manually execute in accordance with


                                       12
<PAGE>   19

Section 5.3 and the Property Trustee shall authenticate in accordance with
Section 5.3 and deliver to the Underwriters, Firm Securities Certificates,
registered in the names requested by the Underwriters, in an aggregate amount of
__________ Firm Securities having an aggregate Liquidation Amount of
$__________, against receipt of the aggregate purchase price of such Preferred
Securities of $__________, by the Property Trustee.

         At the option of the Underwriters, within 30 days of the date of the
Prospectus, and solely for the purpose of covering an over-allotment, if any, an
Administrator, on behalf of the Issuer Trust, shall manually execute in
accordance with Section 5.3 and the Property Trustee shall authenticate in
accordance with Section 5.3 and deliver to the Underwriters, Option Preferred
Securities Certificates, registered in the names requested by the Underwriters,
representing up to __________ Option Securities having an aggregate Liquidation
Amount of up to $__________ against receipt of the aggregate purchase price of
such Option Securities of up to $__________ by the Property Trustee.

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

         Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrator, on behalf of the Issuer Trust, shall execute in
accordance with Section 5.3 and the Property Trustee shall authenticate in
accordance with Section 5.3 and deliver to the Depositor, a Common Securities
Certificate, registered in the name of the Depositor, in an aggregate amount of
[__________] Common Securities having an aggregate Liquidation Amount of
[$__________] against receipt by the Property Trustee of the aggregate purchase
price of such Common Securities of [$__________] by the Property Trustee. In the
event of any exercise of an over-allottment option requiring issuance of
additional Option Preferred Securities Certificates, as described in Section 2.4
above, a proportionate number of additional Common Securities Certificates, with
corresponding aggregate Liquidation Amount, shall be delivered to the Depositor.
Contemporaneously with the executions, and deliveries of any Common Securities
Certificates and any Preferred Securities Certificates, an Administrator, on
behalf of the Issuer Trust, shall subscribe for and purchase from the Depositor,
corresponding amounts of Junior Subordinated Debentures, registered in the name
of the Issuer Trust and having an aggregate principal amount equal to
[$__________], plus, in the event of any exercise of the over-allotment option
(a) a corresponding additional number of Junior Subordinated Debentures not
exceeding an aggregate principal amount of $__________ and (b) a corresponding
number of Junior Subordinated Debentures not exceeding an aggregate principal
amount equal to the aggregate Liquidation Amount of Common Securities issued
pursuant to such exercise of an over-allotment option; and, in satisfaction of
the purchase price for such Junior Subordinated Debentures, the Property
Trustee, on behalf of the Issuer Trust, shall deliver to the Depositor the sum
of [$__________], plus any corresponding over-allotment option amount (being the
sum of the amounts delivered to the Property Trustee pursuant to (a) the second
sentence of Section 2.4 and (b) the second sentence of this Section 2.5) and
receive the Junior Subordinated Debentures on behalf of the Issuer Trust.


                                       13
<PAGE>   20

Section 2.6.      Declaration of Trust.

         The exclusive purposes and functions of the Issuer Trust are to (a)
issue and sell Trust Securities and use the proceeds from such sale to acquire
the Junior Subordinated Debentures, and (b) engage in only those other
activities necessary, convenient, or incidental thereto. The Depositor hereby
appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the
rights, powers and duties to the extent set forth herein, and the Issuer
Trustees hereby accept such appointment. The Property Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set forth herein for the benefit of the Issuer Trust and the Holders. The
Depositor hereby appoints the Administrators (as agents of the Issuer Trust),
with such Administrators having all rights, powers, and duties set forth herein
with respect to accomplishing the purposes of the Issuer Trust, and the
Administrators hereby accept such appointment, provided, however, that it is the
intent of the parties hereto that such Administrators shall not be trustees or
fiduciaries with respect to the Issuer Trust and, to the fullest extent
permitted by applicable law, this Trust Agreement shall be construed in a manner
consistent with such intent. The Property Trustee shall have the right, power
and authority to perform those duties assigned to the Administrators. The
Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities, of the Property
Trustee or the Administrators set forth herein. The Delaware Trustee shall be
one of the trustees of the Issuer Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware Business Trust Act
and for taking such actions as are required to be taken by a Delaware trustee
under the Delaware Business Trust Act.

Section 2.7.      Authorization to Enter into Certain Transactions.

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

                  (i) Each Administrator shall have the power and authority and
         is hereby authorized and directed to act on behalf of the Issuer Trust
         with respect to the following:

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

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

                           (C)      the execution of the Trust Securities on
                  behalf of the Issuer Trust in accordance with this Trust
                  Agreement;

                           (D)      the listing of the Preferred Securities upon
                  such securities exchange or exchanges or upon the Nasdaq
                  National Market as shall be determined by the Depositor, with
                  the registration of the Preferred Securities under the
                  Exchange Act,



                                       14
<PAGE>   21

                  if required, and the preparation and filing of all periodic
                  and other reports and other documents pursuant to the
                  foregoing;

                           (E)      the application for a taxpayer
                  identification number for the Issuer Trust;

                           (F)      the preparation of a registration statement
                  and a prospectus in relation to the Preferred Securities,
                  including any amendments thereto and the taking of any action
                  necessary or desirable to sell the Preferred Securities in a
                  transaction or series of transactions subject to the
                  registration requirements of the Securities Act;

                           (G)      causing the Issuer Trust to enter into, and
                  execute, deliver and perform on behalf of the Issuer Trust all
                  agreements, instruments, certificates or other documents as
                  such Administrator deems necessary or incidental to the
                  purposes and functions of the Issuer Trust; and

                           (H)      any action incidental or convenient to the
                  foregoing as the Administrators may from time to time
                  determine is necessary or advisable to give effect to the
                  terms of this Trust Agreement.

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

                           (A)      establishing and maintain the Payment
                  Account;

                           (B)      receiving, taking title to, and exercising
                  all of the rights, powers and privileges of the holder of the
                  Junior Subordinated Debentures;

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

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

                           (E)      acting as Paying Agent and/or Securities
                  Registrar to the extent appointed as such hereunder;

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

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


                                       15
<PAGE>   22

                           (H)      to the extent provided in this Trust
                  Agreement, winding up the affairs of and liquidating the
                  Issuer Trust and preparing, executing and filing the
                  certificate of cancellation with the Secretary of State of the
                  State of Delaware;

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

                           (J)      taking any action incidental or convenient
                  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;

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

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

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

                  (i)      the preparation and filing by the Issuer Trust with
         the Commission, and the execution and delivery on behalf of the Issuer
         Trust, of a registration statement and a prospectus in relation to the
         Preferred Securities, including any amendments thereto, and the taking
         of any action necessary or desirable to sell the Preferred Securities
         in a transaction or a series of transactions subject to the
         registration requirements of the Securities Act;


                                       16
<PAGE>   23

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

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

                  (iv)     the preparation and filing by the Issuer Trust with
         the Commission and the execution on behalf of the Issuer 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,
         as amended, including any amendments thereto;

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

                  (vi)     the taking of any other actions incidental or
         convenient to carry out any of the foregoing activities.

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

Section 2.8.      Assets of Trust.

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


                                       17
<PAGE>   24

Section 2.9.      Title to Trust Property.

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

                                   ARTICLE III

                                 PAYMENT ACCOUNT

Section 3.1.      Payment Account.

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

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

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

Section 4.1.      Distributions.

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

                  (i)      Distributions on the Trust Securities shall be
         cumulative and will accumulate whether or not there are funds of the
         Issuer Trust available for the payment of Distributions. Distributions
         shall accumulate from _______, 2001, and, except in the event (and to
         the extent) that the Depositor exercises its right to defer the payment
         of interest on the Junior Subordinated Debentures pursuant to the
         Indenture, shall be payable quarterly in arrears on March 31, June 30,
         September 30 and December 31 of each year, commencing on June 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


                                       18
<PAGE>   25

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

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

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

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

         (b)      Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities at the close of business on the
relevant record date, which shall be at the close of business on the 15th day of
March, June, September or December (whether or not a Business Day).

Section 4.2.      Redemption.

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


                                       19
<PAGE>   26

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

                  (i)      the Redemption Date and accrued interest, if any;

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

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

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

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

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

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

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

         (d)      If the 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 4.2(c), the Property Trustee will, with
respect to Preferred Securities held in global form, irrevocably deposit with
the Clearing Agency for such Preferred Securities, to the extent


                                       20
<PAGE>   27

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 Owners of the Preferred Securities. With respect to
Preferred Securities that are not held in global form, the Property Trustee,
subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to
the extent available therefor, funds sufficient to pay the applicable Redemption
Price and will give the Paying Agent irrevocable instructions and authority to
pay the Redemption Price to the Holders of the Preferred Securities upon
surrender of their Preferred Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities called for redemption shall be payable to the Holders of such
Trust Securities as they appear on the Securities Register for the Trust
Securities on the relevant record dates for the related Distribution Dates. If
notice of redemption shall have been given and funds deposited as required,
then, upon the date of such deposit, all rights of Holders holding Trust
Securities so called for redemption will cease, except the right of such Holders
to receive the Redemption Price and any Distributions payable in respect of the
Trust Securities on or prior to the Redemption Date, but without interest, and
such Trust Securities will cease to be Outstanding. In the event that any date
on which any applicable Redemption Price is payable is not a Business Day, then
payment of the applicable Redemption Price payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date. In the event that payment of the Redemption Price in
respect of any Trust Securities called for redemption is improperly withheld or
refused and not paid either by the Issuer Trust or by the Depositor pursuant to
the Guarantee Agreement, Distributions on such Trust Securities will continue to
accumulate, as set forth in Section 4.1, from the Redemption Date originally
established by the Issuer Trust for such Trust Securities to the date such
applicable Redemption Price is actually paid, in which case the actual payment
date will be the date fixed for redemption for purposes of calculating the
applicable Redemption Price.

         (e)      Subject to Section 4.3(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the particular
Preferred Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Property Trustee from the Outstanding
Preferred Securities not previously called for redemption in such a manner as
the Property Trustee shall deem fair and appropriate.

Section 4.3.      Subordination of Common Securities.

         (a)      Payment of Distributions (including Additional Amounts, if
applicable) on, the Redemption Price of, and the Liquidation Distribution in
respect of, the Trust Securities, as applicable, shall be made, subject to
Section 4.2(e), pro rata among the Common Securities and the Preferred
Securities based on the Liquidation Amount of such Trust Securities; provided,
however, that if on any Distribution Date or Redemption Date any Event of
Default resulting from a Debenture Event of Default in Section 5.1(a) or 5.1(b)
of the Indenture shall have occurred and be continuing, no payment of any
Distribution (including any Additional Amounts, if applicable) on, or Redemption
Price of, or Liquidation Distribution in respect of, any Common Security, and no
other payment on account of the redemption, liquidation, or other acquisition of


                                       21
<PAGE>   28

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, or in the case of payment of the
Liquidation Distribution the full amount of such Liquidation Distribution on all
Outstanding Preferred Securities, shall have been made or provided for, and all
funds immediately available to the Property Trustee shall first be applied to
the payment in full in cash of all Distributions (including any Additional
Amounts, if applicable) on, or the Redemption Price of, or Liquidation
Distribution in respect of Preferred Securities then due and payable. The
existence of an Event of Default does not entitle the Holders of Preferred
Securities to accelerate the maturity thereof.

         (b)      In the case of the occurrence of any Event of Default
resulting from any Debenture Event of Default, the Holder of the Common
Securities shall have no right to act with respect to any such Event of Default
under this Trust Agreement until the effects of all such Events of Default with
respect to the Preferred Securities have been cured, waived, or otherwise
eliminated. Until all such Events of Default under this Trust Agreement with
respect to the Preferred Securities have been so cured, waived, or otherwise
eliminated, the Property Trustee shall act solely on behalf of the Holders of
the Preferred Securities and not on behalf of the Holder of the Common
Securities, and only the Holders of the Preferred Securities will have the right
to direct the Property Trustee to act on their behalf.

Section 4.4.      Payment Procedures.

         Payments of Distributions (including any Additional Amounts, 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 of Distributions to Holders of $1,000,000 or more
in aggregate Liquidation Amount of Preferred Securities may be made by wire
transfer of immediately available funds upon written request of such Holder of
Preferred Securities to the Securities Registrar not later than 15 calendar days
prior to the date on which the Distribution is payable. Payments in respect of
the Common Securities shall be made in such manner as shall be mutually agreed
between the Property Trustee and the Holder of the Common Securities.

Section 4.5.      Tax Returns and Reports.

         (a)      The Administrators shall prepare and file (or cause to be
prepared and filed), at the Depositor's expense, all United States federal,
state, and local tax and information returns and reports required to be filed by
or in respect of the Issuer Trust. In this regard, the Administrators shall (i)
prepare and file (or cause to be prepared and filed) all Internal Revenue
Service forms required to be filed in respect of the Issuer Trust in each
taxable year of the Issuer Trust and (ii) prepare and furnish (or cause to be
prepared and furnished) to each Holder all Internal Revenue Service forms
required to be provided by the Issuer Trust. The Administrators shall provide
the Depositor and the Property Trustee with a copy of all such returns and
reports


                                       22
<PAGE>   29

promptly after such filing or furnishing. The Issuer Trustees and the
Administrators shall comply with United States federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to Holders under the Trust Securities.

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

Section 4.6.      Payment of Taxes; Duties, Etc. of the Issuer Trust.

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

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

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

Section 4.8.      Liability of the Holder of Common Securities.

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

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

Section 5.1.      Initial Ownership.

         Until the issuance of the Trust Securities, and at any time during
which no Trust Securities are outstanding, the Depositor shall be the sole
beneficial owner of the Issuer Trust.

Section 5.2.      The Trust Securities Certificates.

         (a)      The Trust Securities Certificates shall be executed on behalf
of the Issuer Trust by manual or facsimile signature of at least one
Administrator, except as provided in Section 5.3. Trust Securities Certificates
bearing the signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Issuer Trust, shall
be


                                       23
<PAGE>   30

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

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

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

Section 5.3.      Execution and Delivery of Trust Securities Certificates.

         On the Closing Date, and on the Option Closing Date if applicable, an
Administrator shall cause Trust Securities Certificates, in an aggregate
Liquidation Amount as provided in Sections 2.4 and 2.5, as the case may be, to
be executed on behalf of the Issuer Trust and delivered to the Property Trustee
and upon such delivery the Property Trustee shall authenticate such Trust
Securities Certificates and deliver such Trust Securities Certificates upon the
written order of the Issuer Trust, executed by an Administrator thereof, without
further trust action by the Issuer Trust, in authorized denominations, and
whereupon the Trust Securities evidenced by such Trust Securities Certificates
shall represent duly and validly issued undivided beneficial interests in the
assets of the Issuer Trust and entitled to the benefits of this Trust Agreement.

Section 5.4.      Global Preferred Security.

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

         (b)      Notwithstanding any other provision in this Trust Agreement, a
Global Preferred Security may not be exchanged in whole or in part for Preferred
Securities registered, and no transfer of the Global Preferred Security in whole
or in part may be registered, in the name of any Person other than the Clearing
Agency or its nominee for such Global Preferred Security, Cede, or other nominee
thereof unless (i) such Clearing Agency advises the Depositor and the Issuer
Trustees in writing that such Clearing Agency is no longer willing or able to
properly discharge its responsibilities as Clearing Agency with respect to such
Global Preferred Security, and the Depositor is unable to locate a qualified
successor within 90 days of receipt of such


                                       24
<PAGE>   31

notice from the Depositary, (ii) the Depositor at its option advises the
Depositary in writing that it elects to terminate the book-entry system through
the Clearing Agency, or (iii) there shall have occurred and be continuing an
Event of Default.

         (c)      If a Preferred Security is to be exchanged in whole or in part
for a beneficial interest in a Global Preferred Security, then either (i) such
Global Preferred Security shall be so surrendered for exchange or cancellation
as provided in this Article V or (ii) the Liquidation Amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or cancelled, or equal to the Liquidation Amount of such other
Preferred Security to be so exchanged for a beneficial interest therein, as the
case may be, by means of an appropriate adjustment made on the records of the
Security Registrar, whereupon the Property Trustee, in accordance with the
Applicable Procedures, shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Preferred Security by the Clearing Agency,
accompanied by registration instructions, the Property Trustee shall, subject to
Section 5.4(b) and as otherwise provided in this Article V, authenticate and
deliver and an Administrator shall execute 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 registered, executed, authenticated,
and delivered upon registration of transfer of, or in exchange for or in lieu
of, a Global Preferred Security or any portion thereof, whether pursuant to this
Article V or Article IV or otherwise, shall be 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 Security shall be shown only on, and the transfer of such interest
shall be effected only through, records maintained by the Clearing Agency or its
nominee. Neither the Property Trustee, the Securities Registrar nor the
Depositor shall have any liability in respect of any transfers effected by the
Clearing Agency.

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


                                       25
<PAGE>   32

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

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

         Upon surrender for registration of transfer of any Preferred Security
at the offices or agencies of the Property Trustee designated for that purpose,
an Administrator shall execute and the Property Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Preferred Securities of the same series of any authorized denominations of
like tenor and aggregate Liquidation Amount and bearing such legends as may be
required by this Trust Agreement.

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

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

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

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


                                       26
<PAGE>   33

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

         (b)      Certain Transfers and Exchanges. Trust Securities may only be
transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Trust Agreement. To the fullest extent permitted by applicable
law, any transfer or purported transfer of any Trust Security not made in
accordance with this Trust Agreement shall be null and void.

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

                  (ii)     Free Transferability. Subject to this Section 5.5,
         Preferred Securities shall be freely transferable.

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

Section 5.6.      Mutilated, Destroyed, Lost or Stolen Trust Securities
                  Certificates.

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


                                       27
<PAGE>   34

Section 5.7.      Persons Deemed Holders.

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

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

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

Section 5.9.      Maintenance of Office or Agency.

         The Property Trustee shall designate, with the consent of the
Administrators, which consent shall not be unreasonably withheld, an office or
offices or agency or agencies where Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Property Trustee initially designates its
Corporate Trust Office for such purposes. The Property Trustee shall give prompt
written notice to the Depositor, the Administrators and the Holders of any
change in the location of the Securities Register or any such office or agency.

Section 5.10.     Appointment of Paying Agent.

         The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrators. Any Paying Agent shall have the revocable power
to withdraw funds from the Payment Account solely for the purpose of making the
Distributions referred to above. The Property Trustee may revoke such power and
remove any Paying Agent in its sole discretion. The Paying Agent shall initially
be the Property Trustee. Any Person acting as Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written notice to the Administrators and
the Property Trustee. In the event that the Property Trustee shall no longer be
the Paying Agent or a successor Paying Agent shall resign or its authority to
act be revoked, the Property Trustee shall appoint a successor (which shall be a
bank or trust company) that is reasonably acceptable to the Administrators to
act as Paying Agent. Such successor Paying Agent appointed by the Property
Trustee, or any additional Paying Agent appointed by the Administrators, shall
execute and deliver to the Issuer Trustees an instrument in which such successor
Paying Agent or additional Paying Agent shall agree with the Issuer Trustees
that as Paying Agent, such successor Paying Agent or additional Paying Agent
will hold all sums, if any, held by it for payment to the Holders in trust for
the benefit of the Holders entitled thereto until such sums shall be paid to
such Holders. The Paying Agent shall return all unclaimed funds to the Property
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Property Trustee. The provisions of Sections
8.1, 8.3 and 8.6 herein shall apply to the Bank also


                                       28
<PAGE>   35

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

Section 5.11.     Ownership of Common Securities by Depositor.

         On the Closing Date, and on the Option Closing Date if applicable, the
Depositor shall acquire and retain beneficial and record ownership of the Common
Securities. Neither the Depositor nor any successor Holder of the Common
Securities may transfer less than all of the Common Securities, and the
Depositor or any successor Holder may transfer the Common Securities only (a) in
connection with a consolidation or merger of the Depositor into another
corporation or any conveyance, transfer or lease by the Depositor of its
properties and assets substantially as an entirety to any Person, pursuant to
Section 8.1 of the Indenture, or (b) a transfer to an Affiliate of the Depositor
in compliance with applicable law (including the Securities Act and applicable
state securities and blue sky laws). To the fullest extent permitted by law, any
other attempted transfer of the Common Securities shall be void. The
Administrators shall cause each Common Securities Certificate issued to the
Depositor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE
EXCEPT TO A SUCCESSOR IN INTEREST TO THE DEPOSITOR OR AN AFFILIATE OF THE
DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST
AGREEMENT."

Section 5.12.     Notices to Clearing Agency.

         To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Preferred Securities are
represented by a Global Preferred Securities Certificate, the Administrators and
the Property Trustee shall give all such notices and communications specified
herein to be given to the Clearing Agency, and shall have no obligations to the
Owners.

Section 5.13.     Rights of Holders.

         (a)      The legal title to all Trust Property shall be vested at all
times in the Property Trustee and shall be held and administered by the Property
Trustee (in its capacity as such) in accordance with Section 2.9, and the
Holders shall not have any right or title therein other than the undivided
beneficial interest in the assets of the Issuer Trust conferred by their Trust
Securities and they shall have no right to call for any partition or division of
property, profits, or rights of the Issuer Trust except as described below. The
Trust Securities shall be personal property giving only the rights specifically
set forth therein and in this Trust Agreement. The Trust Securities shall have
no preemptive or similar rights and when issued and delivered to Holders against
payment of the purchase price therefor will be validly issued, fully paid and,
subject to Section 4.8 hereof, nonassessable undivided beneficial interests in
the Trust Property. Subject to Section 4.8 hereof, the Holders of the Trust
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.


                                       29
<PAGE>   36

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

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

                  (i)      the Depositor has paid or deposited with the
         Debenture Trustee a sum sufficient to pay:

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

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

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

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

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

         The Holders of at least a Majority in Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default under the Indenture, except a default in the
payment of principal or interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debenture Trustee) or
a default in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the


                                       30
<PAGE>   37

consent of the holder of each outstanding Junior Subordinated Debentures
affected thereby. No such rescission shall affect any subsequent default or
impair any right consequent thereon.

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

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

                                   ARTICLE VI

                        ACTS OF HOLDERS; MEETINGS; VOTING

Section 6.1.      Limitations on Holder's Voting Rights.

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


                                       31
<PAGE>   38

         (b)      So long as any Junior Subordinated Debentures are held by the
Property Trustee on behalf of the Issuer Trust, the Property Trustee shall not
(i) direct the time, method, and place of conducting any proceeding for any
remedy available to the Property Trustee, or executing any trust or power
conferred on the Debenture Trustee with respect to such Junior Subordinated
Debentures, (ii) waive any past default that may be waived under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Junior Subordinated Debentures shall be due and
payable, or (iv) consent to any amendment, modification, or termination of the
Indenture or the Junior Subordinated Debentures, where such consent shall be
required, without, in each case, obtaining the prior approval of the Holders of
at least a Majority in Liquidation Amount of the Preferred Securities; provided,
however, that where a consent under the Indenture would require the consent of
each holder of Junior Subordinated Debentures affected thereby, no such consent
shall be given by the Property Trustee without the prior written consent of each
Holder of Preferred Securities. The Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of Preferred
Securities, except by a subsequent vote of the Holders of Preferred Securities.
The Property Trustee shall notify all Holders of the Preferred Securities of any
notice of default received with respect to the Junior Subordinated Debentures.
In addition to obtaining the foregoing approvals of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Property Trustee
shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced
in such matters to the effect that such action will not cause the Issuer Trust
to be taxable as a corporation for United States federal income tax purposes.

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

Section 6.2.      Notice of Meetings.

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


                                       32
<PAGE>   39

Section 6.3.      Meetings of Holders.

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

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

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

Section 6.4.      Voting Rights.

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

Section 6.5.      Proxies, etc.

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

Section 6.6.      Holder Action by Written Consent.

         Any action which may be taken by Holders at a meeting may be taken
without a meeting if Holders holding at least a Majority in Liquidation Amount
of all Trust Securities entitled to


                                       33
<PAGE>   40

vote in respect of such action (or such larger proportion thereof as shall be
required by any other provision of this Trust Agreement) shall consent to the
action in writing.

Section 6.7.      Record Date for Voting and Other Purposes.

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

Section 6.8.      Acts of Holders.

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

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

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

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


                                       34
<PAGE>   41

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

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

Section 6.9.      Inspection of Records.

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

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

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

         The Property Trustee and the Delaware Trustee (and any successors
thereto at the time of their appointment), each severally on behalf of and as to
itself, hereby represents and warrants for the benefit of the Depositor and the
Holders that:

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

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

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


                                       35
<PAGE>   42

         (d)      At the Time of Delivery, the Property Trustee has not
knowingly created any Liens or encumbrances on the Trust Securities.

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

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

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

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

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

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

Section 7.2.      Representations and Warranties of the Depositor.

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

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

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


                                       36
<PAGE>   43

                                  ARTICLE VIII

                     THE ISSUER TRUSTEES; THE ADMINISTRATORS

Section 8.1.      Certain Duties and Responsibilities.

         (a)      The duties and responsibilities of the Issuer Trustees and the
Administrators shall be as provided by this Trust Agreement and, in the case of
the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing,
no provision of this Trust Agreement shall require the Issuer Trustees or the
Administrators to expend or risk their own funds or otherwise incur any
financial liability in the performance of any of their duties hereunder, or in
the exercise of any of their rights or powers, if repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it or them. Whether or not therein expressly so provided, every provision of
this Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Issuer Trustees or the Administrators shall be
subject to the provisions of this Section. Nothing in this Trust Agreement shall
be construed to release an Administrator or the Issuer Trustees from liability
for his or its own negligent action, his or its own negligent failure to act, or
his or its own willful misconduct. To the extent that, at law or in equity, an
Issuer Trustee or Administrator has duties and liabilities relating to the
Issuer Trust or to the Holders, such Issuer Trustee or Administrator shall not
be liable to the Issuer Trust or to any Holder for such Issuer Trustee's or
Administrator's good faith reliance on the provisions of this Trust Agreement.
The provisions of this Trust Agreement, to the extent that they restrict the
duties and liabilities of the Issuer Trustees and Administrators otherwise
existing at law or in equity, are agreed by the Depositor and the Holders to
replace such other duties and liabilities of the Issuer Trustees and
Administrators.

         (b)      All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each Holder,
by his or its acceptance of a Trust Security, agrees that he or it will look
solely to the revenue and proceeds from the Trust Property to the extent legally
available for distribution to it or him as herein provided and that neither the
Issuer Trustees nor the Administrators are personally liable to it or him for
any amount distributable in respect of any Trust Security or for any other
liability in respect of any Trust Security. This Section 8.1(b) does not limit
the liability of the Issuer Trustees expressly set forth elsewhere in this Trust
Agreement or, in the case of the Property Trustee, in the Trust Indenture Act.

         (c)      The Property Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Trust Agreement (including pursuant to Section 10.10), and no implied
covenants shall be read into this Trust Agreement against the Property Trustee.
If an Event of Default has occurred (that has not been cured or waived pursuant
to Section 5.13 of the Indenture), the Property Trustee shall enforce this Trust
Agreement for the benefit of the Holders and shall exercise such of the rights
and powers vested in it by this Trust Agreement,


                                       37
<PAGE>   44

and use the same degree of care and skill in its exercise thereof, as a prudent
person would exercise or use under the circumstances in the conduct of his or
her own affairs.

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

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

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

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

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

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

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

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


                                       38
<PAGE>   45

         Payment Account maintained by the Property Trustee pursuant to Section
         3.1 and except to the extent otherwise required by law;

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

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

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

Section 8.2.      Certain Notices.

         (a)      Within five Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer of the Property Trustee, the
Property Trustee shall transmit, in the manner and to the extent provided in
Section 10.8, notice of such Event of Default to the Holders and the
Administrators, unless such Event of Default shall have been cured or waived.

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

         (c)      In the event the Property Trustee receives notice of the
Depositor's exercise of its right to shorten the stated maturity of the Junior
Subordinated Debentures as provided in Section 3.16 of the Indenture, the
Property Trustee shall give notice of such shortening of the stated maturity to
the Holders at least 30 but not more than 60 days before the effective date
thereof.

Section 8.3       Certain Rights of Property Trustee.

         Subject to the provisions of Section 8.1:

         (a)      the Property Trustee may rely and shall be fully protected in
acting or refraining from acting in good faith upon any resolution, Opinion of
Counsel, certificate, written representation of a Holder or transferee,
certificate of auditors or any other certificate, statement,


                                       39
<PAGE>   46

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

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

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

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

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

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

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


                                       40

<PAGE>   47
enforcing such remedy or right or taking such other action until such
instructions are received, and (iii) shall be fully protected in acting in
accordance with such instructions; and

         (i)      except as otherwise expressly provided by this Trust
Agreement, the Property Trustee shall not be under any obligation to take any
action that is discretionary under the provisions of this Trust Agreement.

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

Section 8.4.      Not Responsible for Recitals or Issuance of Securities.

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

Section 8.5.      May Hold Securities.

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

Section 8.6.      Compensation; Indemnity; Fees.

         The Depositor agrees:

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

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


                                       41
<PAGE>   48

         (c)      to the fullest extent permitted by applicable law, to
indemnify and hold harmless (i) each Issuer Trustee, (ii) each Administrator,
(iii) any Affiliate of any Issuer Trustee, (iv) any officer, director,
shareholder, employee, representative or agent of any Issuer Trustee, and (v)
any employee or agent of the Issuer Trust, (referred to herein as an
"Indemnified Person") from and against any loss, damage, liability, tax
(excluding income taxes, other than taxes referred to in Sections 4.5 and 4.6
hereunder), penalty, expense or claim of any kind or nature whatsoever incurred
by such Indemnified Person arising out of or in connection with the creation,
operation, or dissolution of the Issuer Trust or any act or omission performed
or omitted by such Indemnified Person in good faith on behalf of the Issuer
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of authority conferred on such Indemnified Person by this Trust
Agreement, except that no Indemnified Person shall be entitled to be indemnified
in respect of any loss, damage or claim incurred by such Indemnified Person by
reason of bad faith, negligence or willful misconduct with respect to such acts
or omissions. The indemnification provided to an Indemnified Party in this Trust
Agreement shall not be exclusive and nothing in this Trust Agreement shall limit
any indemnification for actions taken in connection with this Trust Agreement or
otherwise which may be available or provided to such Indemnified Party under
other sources.

         The provisions of this Section 8.6 shall survive the termination of
this Trust Agreement or the resignation or removal of the Indemnified Persons.

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

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

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

         (a)      There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
a national or state chartered bank and eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of condition at least
annually,


                                       42
<PAGE>   49

pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Property Trustee with respect to the Trust Securities shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VIII. At the time of appointment, the Property Trustee must have
securities rated in one of the three highest rating categories by a nationally
recognized statistical rating organization.

         (b)      There shall at all times be one or more Administrators
hereunder. Each Administrator shall be either a natural person who is at least
21 years of age or a legal entity that shall act through one or more persons
authorized to bind that entity. An employee, officer, or Affiliate of the
Depositor may serve as an Administrator.

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

Section 8.8.      Conflicting Interests.

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

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

Section 8.9.      Co-Trustees and Separate Trustee.

         (a)      Unless an Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Property Trustee shall
have power to appoint, and upon the written request of the Property Trustee, the
Depositor and the Administrators shall for such purpose join with the Property
Trustee in the execution, delivery, and performance of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the
Property Trustee either to act as co-trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or to the extent required by law to
act as separate trustee of any such property, in either case with such powers as
may be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section 8.9. Any
co-trustee or separate trustee appointed pursuant to this Section 8.9 shall
either be (i) a natural person who is at least 21 years of age and a resident of
the


                                       43
<PAGE>   50

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 by one or more
Administrators, and 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 Property Trustees specified hereunder, shall be
exercised, solely by the Property Trustee 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 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, and, in case a Debenture Event of Default has occurred and
is continuing, the Property Trustee shall have power to accept the resignation
of, or remove, any such co-trustee or separate trustee without the concurrence
of the Depositor. Upon the written request of the Property Trustee, the
Depositor shall join with the Property Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to effectuate
such resignation or removal. A successor to any co-trustee or separate trustee
so resigned or removed may be appointed in the manner provided in this Section
8.9.

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

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

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


                                       44
<PAGE>   51

Section 8.10.     Resignation and Removal; Appointment of Successor.

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

         (b)      Subject to Section 8.10(a), a Relevant Trustee may resign at
any time by giving written notice thereof to the Holders. The Administrators
shall appoint a successor by requesting from at least three Persons meeting the
eligibility requirements its expenses and charges to serve as the successor
Issuer Trustee on a form provided by the Administrators, and selecting the
Person who agrees to the lowest expenses and charges, subject to the prior
consent of the Depositor which consent shall not be unreasonably withheld. If
the instrument of acceptance by the successor Issuer Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 60 days after
the giving of such notice of resignation, the Relevant Trustee may petition, at
the expense of the Issuer Trust, any court of competent jurisdiction for the
appointment of a successor Issuer Trustee.

         (c)      The Property Trustee or the Delaware Trustee may be removed at
any time by Act of the Holders of at least a Majority in Liquidation Amount of
the Preferred Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Issuer Trust) (i) for cause, or (ii) if a
Debenture Event of Default shall have occurred and be continuing at any time.

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

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

         (f)      Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Delaware Trustee who is a natural person dies
or becomes, in the opinion of the Holders of the Common Securities, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by the Property Trustee following the


                                       45
<PAGE>   52

procedures regarding expenses and charges set forth above (with the successor in
each case being a Person who satisfies the eligibility requirement for Delaware
Trustee set forth in Section 8.7).

Section 8.11.     Acceptance of Appointment by Successor.

         (a)      In case of the appointment hereunder of a successor Issuer
Trustee, the retiring Relevant Trustee and each such successor Issuer Trustee
with respect to the Trust Securities shall execute, acknowledge and deliver an
instrument wherein each successor Issuer 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 Issuer Trustee all the
rights, powers, trusts and duties of the retiring Relevant Trustee with respect
to the Trust Securities and the Issuer 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 Issuer Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the Relevant
Trustee; but, on request of the Issuer Trust or any successor Issuer Trustee
such Relevant Trustee shall duly assign, transfer and deliver to such successor
Issuer Trustee all Trust Property, all proceeds thereof and money held by such
Relevant Trustee hereunder with respect to the Trust Securities and the Issuer
Trust.

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

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

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

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

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

         If and when the Property Trustee shall be or become a creditor of the
Depositor (or any other obligor upon Junior Subordinated Debentures or the Trust
Securities), the Property Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Depositor or
the Issuer Trust (or any such other obligor) as is required by the Trust
Indenture Act.


                                       46
<PAGE>   53

Section 8.14.     Trustee May File Proofs of Claim.

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

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

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

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

Section 8.15.     Reports by Property Trustee.

         (a)      Within 60 days of January 31 of each year commencing with
January 31, 2002, the Property Trustee shall transmit to all Holders in
accordance with Section 10.8, and to the Depositor, a brief report dated as of
the immediately preceding January 31 with respect to:

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

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


                                       47
<PAGE>   54

         (b)      In addition, the Property Trustee shall transmit to Holders
such reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto as set forth in Section 10.10 of
this Trust Agreement.

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

Section 8.16.     Reports to the Property Trustee.

         The Depositor and the Administrators on behalf of the Issuer Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act 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, as set forth in Section 10.10 of this Trust Agreement. The Depositor and
the Administrators shall annually file with the Property Trustee a certificate
specifying whether such Person is in compliance with all the terms and covenants
applicable to such Person hereunder.

Section 8.17.     Evidence of Compliance with Conditions Precedent.

         Each of the Depositor and the Administrators on behalf of the Issuer
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section 314(c) of the Trust Indenture Act as
set forth in Section 10.10 of this Trust Agreement. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) of the Trust
Indenture Act shall be given in the form of an Officers' Certificate.

Section 8.18.     Number of Issuer Trustees.

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

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

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

Section 8.19.     Delegation of Power.

         (a)      Any Administrator may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.7(a) or making any governmental filing.


                                       48
<PAGE>   55

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

Section 8.20.     Appointment of Administrators.

         (a)      The Administrators (other than the initial Administrators)
shall be appointed by the Holders of a Majority in Liquidation Amount of the
Common Securities and all Administrators (including the initial Administrators)
may be removed by the Holders of a Majority in Liquidation Amount of the Common
Securities or may resign at any time. Each Administrator shall sign an agreement
agreeing to comply with the terms of this Trust Agreement. If at any time there
is no Administrator, the Property Trustee or any Holder who has been a Holder of
Trust Securities for at least six months may petition any court of competent
jurisdiction for the appointment of one or more Administrators.

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

         (c)      Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Administrator or a Delaware Trustee who is a
natural person dies or becomes, in the opinion of the Holders of a Majority in
Liquidation Amount of the Common Securities, incompetent, or incapacitated, the
vacancy created by such death, incompetence or incapacity may be filled by the
remaining Administrators, if there were at least two of them prior to such
vacancy and by the Depositor, if there were not two such Administrators
immediately prior to such vacancy (with the successor in each case being a
Person who satisfies the eligibility requirement for Administrators or Delaware
Trustee, as the case may be, set forth in Section 8.7).

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

                                   ARTICLE IX

                       DISSOLUTION, LIQUIDATION AND MERGER

Section  9.1.     Dissolution Upon Expiration Date.

         Unless earlier dissolved, the Issuer Trust shall automatically dissolve
on __________, 2032 (the "Expiration Date").


                                       49
<PAGE>   56

Section 9.2.      Early Dissolution.

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

         (a)      the occurrence of any Bankruptcy Event with respect to the
Depositor, unless the Depositor shall transfer the Common Securities as provided
by Section 5.11, in which case this provision shall refer instead to any
Bankruptcy Event with respect to the successor Holder of the Common Securities;

         (b)      delivery of the written direction to the Property Trustee from
the Holder of the Common Securities at any time to dissolve the Issuer Trust
and, after satisfaction of liabilities to creditors of the Issuer Trust as
provided by applicable law, to distribute the Junior Subordinated Debentures to
Holders in exchange for the Preferred Securities (which direction, subject to
Section 9.4(a), is optional and wholly within the discretion of the Holder of
the Common Securities);

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

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

Section 9.3.      Termination.

         The respective obligations and responsibilities of the Issuer Trustees,
the Administrators and the Issuer Trust created and continued hereby shall
terminate upon the latest to occur of the following: (a) the distribution by the
Property Trustee to Holders of all amounts required to be distributed hereunder
upon the liquidation of the Issuer Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, (b) the
payment of any expenses owed by the Issuer Trust, (c) the discharge of all
administrative duties of the Administrators, including the performance of any
tax reporting obligations with respect to the Issuer Trust or the Holders, and
(d) the filing of a certificate of cancellation with the Delaware Secretary of
State pursuant to Section 3810 of the Delaware Business Trust Act.

Section 9.4.      Liquidation.

         (a)      If an Early Termination Event specified in clause (a), (b) or
(d) of Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be
liquidated by the Property Trustee as expeditiously as the Property Trustee
determines to be possible by distributing, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, to each Holder a
Like Amount of Junior Subordinated Debentures, subject to Section 9.4(d). Notice
of liquidation shall be given by the Property Trustee by first-class mail,
postage prepaid, mailed not later than 15 nor more than 45 days prior to the
Liquidation Date to each Holder of Trust


                                       50
<PAGE>   57

Securities at such Holder's address appearing in the Securities Register. All
notices of liquidation shall:

                  (i)      state the Liquidation Date;

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

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

         (b)      Except where Section 9.2(c) or 9.4(d) applies, in order to
effect the liquidation of the Issuer Trust and distribution of the Junior
Subordinated Debentures to Holders, the Property Trustee shall establish a
record date for such distribution (which shall be not more than 30 days prior to
the Liquidation Date) and, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish such procedures as it
shall deem appropriate to effect the distribution of Junior Subordinated
Debentures in exchange for the Outstanding Trust Securities Certificates.

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

         (d)      If, notwithstanding the other provisions of this Section 9.4,
whether because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is
not practical, or if any Early Termination Event specified in clause (c) of
Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust
shall be liquidated by the Property Trustee in such manner as the Property
Trustee determines. In such event, on the date of the dissolution of the Issuer
Trust, Holders will be entitled to receive out of the assets of the Issuer Trust
available for distribution to Holders, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, an amount equal to
the aggregate of the Liquidation Amount per Trust Security plus accumulated and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution").


                                       51

<PAGE>   58

If, upon any such dissolution, the Liquidation Distribution can be paid only in
part because the Issuer Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Issuer Trust on the Trust Securities shall
be paid on a pro rata basis (based upon Liquidation Amounts). The Holders of the
Common Securities will be entitled to receive Liquidation Distributions upon any
such liquidation pro rata (determined as aforesaid) with Holders of Preferred
Securities, except that, if a Debenture Event of Default has occurred and is
continuing, the Preferred Securities shall have a priority over the Common
Securities as provided in Section 4.3.

         (e)      Following the dissolution of the Issuer Trust and after the
completion of the winding up of the affairs of the Issuer Trust, one of the
Issuer Trustees shall file a certificate of cancellation with the Delaware
Secretary of State.

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

         The Issuer Trust may not merge with or into, consolidate, amalgamate,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any entity, except pursuant to this Section 9.5
and Section 9.4. At the request of the Holders of the Common Securities, and
with the consent of the Holders of at least a Majority in Liquidation Amount of
the Preferred Securities but without the consent of the Delaware Trustee or the
Property Trustee, the Issuer Trust may merge with or into, consolidate,
amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of any state; provided, however, that (a) such successor entity either (i)
expressly assumes all of the obligations of the Issuer 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 long as the Successor Securities have the same
priority as the Preferred Securities with respect to distributions and payments
upon liquidation, redemption and otherwise, (b) a trustee of such successor
entity possessing the same powers and duties as the Property Trustee is
appointed to hold the Junior Subordinated Debentures, (c) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
cause the Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization if the
Preferred Securities were rated by any nationally recognized statistical rating
organization immediately prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, (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
Issuer Trust, (f) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Issuer Trustee has received an
Opinion of Counsel from independent counsel experienced in such matters 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 Issuer Trust nor such successor entity will be required to register as an
"investment company" under the Investment Company Act, and (g) the


                                       52
<PAGE>   59

Depositor or any permitted transferee to whom it has transferred the Common
Securities hereunder owns all of the common securities of such successor entity
and guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee Agreement.
Notwithstanding the foregoing, the Issuer Trust shall not, except with the
consent of Holders of 100% in Liquidation Amount of the Preferred Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause the Issuer Trust or the successor
entity to be taxable as a corporation for United States federal income tax
purposes. Any merger or similar agreement shall be executed by the
Administrators on behalf of the Issuer Trust.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.1.     Limitation of Rights of Holders.

         Except as set forth in Section 9.2, the bankruptcy, dissolution,
termination, death or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement or dissolve, terminate or annul the Issuer Trust, nor entitle the
legal representatives or heirs of such Person or any Holder for such Person, to
claim an accounting, take any action or bring any 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 10.2.     Amendment.

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

         (b)      Except as provided in Section 6.1(c) or Section 10.2(c), any
provision of this Trust Agreement may be amended by the Property Trustee, the
Administrators, and the Holders of a Majority in Liquidation Amount of the
Common Securities with (i) the consent of Holders of at least a Majority in
Liquidation Amount of the Preferred Securities and (ii) receipt by the Issuer
Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Issuer Trustees in accordance with such
amendment will not cause the


                                       53
<PAGE>   60

Issuer Trust to be taxable as a corporation for United States federal income tax
purposes or affect the Issuer Trust's exemption from status of an "investment
company" under the Investment Company Act.

         (c)      In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Holder (such consent being
obtained in accordance with Section 6.3 or 6.6 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 Holder 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 Holders (such consent being obtained in
accordance with Section 6.3 or 6.6), this Section 10.2(c) may not be amended.

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

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

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

         (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 is in compliance
with this Trust Agreement.

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

Section 10.3.     Separability.

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


                                       54
<PAGE>   61

Section 10.4.     Governing Law.

         THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
HOLDERS, THE ISSUER TRUST, THE DEPOSITOR, THE ISSUER TRUSTEES, AND THE
ADMINISTRATORS 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 THE CONFLICT OF LAWS PROVISIONS THEREOF.

Section 10.5.     Payments Due on Non-Business Day.

         If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day that is a Business Day (except as
otherwise provided in Sections 4.2(d)), except that, if such Business Day is in
the next succeeding calendar year, payment on any Trust Security shall be made
on the immediately preceding Business Day, in each case, with the same force and
effect as though made on the date fixed for such payment, and no Distributions
shall accumulate on such unpaid amount for the period after such date.

Section 10.6.     Successors.

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

Section 10.7.     Headings.

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

Section 10.8.     Reports, Notices and Demands.

         (a)      Any report, notice, demand or other communication that by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Holder or the Depositor may be given or served in writing by
deposit thereof, first class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (i) in the case of
a Holder of Preferred Securities, to such Holder as such Holder's name and
address may appear on the Securities Register; and (ii) in the case of the
Holder of Common Securities or the Depositor, to Standard Management
Corporation, 10689 North Pennsylvania Avenue, Indianapolis, Indiana 46280,
Attention: Office of the Secretary, facsimile no.: (317) 574-6227 or to such
other address as may be specified in a written notice by the Depositor to the
Property Trustee. Such notice, demand or other communication to or upon a Holder
shall be deemed to


                                       55
<PAGE>   62

have been sufficiently given or made, for all purposes, upon hand delivery,
mailing or transmission. Such notice, demand or other communication to or upon
the Depositor shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Depositor.

         (b) Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Issuer Trust, the Property Trustee, the Delaware Trustee, the
Administrators, or the Issuer Trust shall be given in writing addressed (until
another address is published by the Issuer Trust) as follows: (i) with respect
to the Property Trustee to Bankers Trust Company, Four Albany Street, 4th Floor,
New York, NY 10006, Attention: Corporate Trust and Agency Group Corporate Market
Services; (ii) with respect to the Delaware Trustee to Bankers Trust (Delaware),
E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Suite
200, Wilmington, Delaware, 19805-1266, Attention: Elizabeth Ferry, and (iii)
with respect to the Administrators, to them at the address above for notices to
the Depositor, marked "Attention: Office of the Secretary." Such notice, demand
or other communication to or upon the Issuer Trust or the Property Trustee shall
be deemed to have been sufficiently given or made only upon actual receipt of
the writing by the Issuer Trust, the Property Trustee, or such Administrator.

Section 10.9.     Agreement Not to Petition.

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

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

         (a)      Trust Indenture Act; Application. (i) This Trust Agreement is
subject to the provisions of the Trust Indenture Act that are required to be a
part of this Trust Agreement and


                                       56
<PAGE>   63

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

         (b)      Lists of Holders of Preferred Securities. (i) Each of the
Depositor and the Administrators on behalf of the Issuer Trust shall provide the
Property Trustee with such information as is required under Section 312(a) of
the Trust Indenture Act at the times and in the manner provided in Section
312(a) and (ii) the Property Trustee shall comply with its obligations under
Sections 310(b), 311 and 312(b) of the Trust Indenture Act.

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

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

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

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


                                       57
<PAGE>   64

Section 10.11.    Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

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

Section 10.12.    Counterparts.

         This Trust Agreement may contain more than one counterpart of the
signature page and this Trust Agreement may be executed by the affixing of the
signature of each of the Issuer Trustees to one of such counterpart signature
pages. All of such counterpart signature pages shall be read as though one, and
they shall have the same force and effect as though all of the signers had
signed a single signature paper.


                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]


                                       58
<PAGE>   65

         IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Trust Agreement to be duly executed as of the day and year first above written.



                         STANDARD MANAGEMENT CORPORATION,
                         as Depositor

                                  By:
                                     -----------------------------------------
                                        Ronald D. Hunter
                                        Chairman of the Board, President and
                                        Chief Executive Officer


                         BANKERS TRUST COMPANY,
                         as Property Trustee

                                  By:
                                     -----------------------------------------
                                         Susan Johnson
                                         Vice President


                         BANKERS TRUST (DELAWARE),
                         as Delaware Trustee

                                  By:
                                     -----------------------------------------
                                     ---------------------
                                     ---------------------



Subscribed to and Accepted by, as the Initial Administrators:


---------------------------------
Ronald D. Hunter


---------------------------------
Stephen M. Coons


                                       59
<PAGE>   66
                                                                       EXHIBIT A


      [INSERT CERTIFICATE OF TRUST FILED WITH DELAWARE SECRETARY OF STATE]


<PAGE>   67


                                                                       EXHIBIT B


                [INSERT FORM OF CERTIFICATE DEPOSITARY AGREEMENT]

<PAGE>   68


                                                                       EXHIBIT C

                THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A
             SUCCESSOR IN INTEREST TO THE DEPOSITOR OR AN AFFILIATE
               OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW
                     AND SECTION 5.11 OF THE TRUST AGREEMENT


Certificate Number                                  Number of Common Securities

C-__

                    Certificate Evidencing Common Securities
                                       of
                              SMAN Capital Trust I
                            _____% Common Securities
                 (liquidation amount $____ per Common Security)


         SMAN Capital Trust I, a statutory business trust created under the laws
of the State of Delaware (the "Issuer Trust"), hereby certifies that Standard
Management Corporation, an Indiana Corporation (the "Holder"), is the registered
owner of _________ (___) common securities of the Issuer Trust representing
undivided beneficial interest in the assets of the Issuer Trust and designated
the SMAN Capital Trust I _____% Common Securities (liquidation amount $____ per
Common Security) (the "Common Securities"). Except in accordance with Section
5.11 of the Trust Agreement (as defined below), the Common Securities are not
transferable and any attempted transfer hereof other than in accordance
therewith shall be void. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities are set
forth in, and this certificate and the Common Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Issuer Trust, dated as of
__________, 2001, as the same may be amended from time to time (the "Trust
Agreement") among Standard Management Corporation, as Depositor, Bankers Trust
Company, as Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, and
the Holders of Trust Securities, including the designation of the terms of the
Common Securities as set forth therein. The Issuer Trust will furnish a copy of
the Trust Agreement to the Holder without charge upon written request to the
Issuer Trust at its principal place of business.

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

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


<PAGE>   69


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



                                               SMAN CAPITAL TRUST I


                                               By:
                                                  -----------------------------
                                               Name:
                                               Administrator


AUTHENTICATED AND REGISTERED:
BANKERS TRUST COMPANY,
  as Property Trustee and Securities Registrar


By:
    --------------------------------
    Name:
    Signatory Officer


                                       2
<PAGE>   70


                                                                       EXHIBIT D


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

         Unless this Preferred Security Certificate is presented by an
authorized representative of The Depository Trust Company, a New York
Corporation ("DTC"), to SMAN Capital Trust I or its agent for registration of
transfer, exchange or payment, and any Preferred Security Certificate issued is
registered in the name of such nominee as is requested by an authorized
representative of DTC (and any payment is made to such entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL inasmuch as the registered
owner hereof, has an interest herein.]


<PAGE>   71


CERTIFICATE NUMBER                                NUMBER OF PREFERRED SECURITIES
P-__

                       CUSIP NO. ________________________
                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                              SMAN CAPITAL TRUST I

                           _____% PREFERRED SECURITIES
                (LIQUIDATION AMOUNT $____ PER PREFERRED SECURITY)

         SMAN Capital Trust I, a statutory business trust created under the laws
of the State of Delaware (the "Issuer Trust"), hereby certifies that
_______________ (the "Holder") is the registered owner of $___________ ( )
aggregate liquidation amount of preferred securities of the Issuer Trust
representing a preferred undivided beneficial interest in the assets of the
Issuer Trust and designated the SMAN Capital Trust I _____% Preferred Securities
(liquidation amount $____ per Preferred Security) (the "Preferred Securities").
The Preferred Securities are transferable on the books and the records of the
Issuer Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
5.5 of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Issuer Trust, dated as of __________, 2001, as the same may be amended from time
to time (the "Trust Agreement"), among Standard Management Corporation, as
Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust (Delaware),
as Delaware Trustee, and the Holders of Trust Securities, including the
designation of the terms of the Preferred Securities as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement entered into by
Standard Management Corporation, a Indiana corporation, and Bankers Trust
Company, as Guarantee Trustee, dated as of __________, 2001 as the same may be
amended from time to time (the "Guarantee Agreement"), to the extent provided
therein. The Issuer Trust will furnish a copy of the Trust Agreement and the
Guarantee Agreement to the Holder without charge upon written request to the
Issuer Trust at its principal place of business or registered office.

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

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

<PAGE>   72
         IN WITNESS WHEREOF, one of the Administrators of the Issuer Trust has
executed this certificate this _______ day of ____________, 2001.



                                                     SMAN CAPITAL TRUST I



                                                     By:
                                                        ------------------------
                                                     Name:
                                                     Administrator


AUTHENTICATED AND REGISTERED:
BANKERS TRUST COMPANY,
as Property Trustee and Securities Registrar


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


                                       2
<PAGE>   73
                                   ASSIGNMENT


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


-------------------------------------------------------------------------------
               (Insert assignee's name and social security or tax
                             identification number)

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


-------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)


and irrevocably appoints:

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



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



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


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


Date:
       -----------------------


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

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