AMENDED AND RESTATED

                                 TRUST AGREEMENT


                                      Among


                          FLORIDA COMMUNITY BANKS, INC.
                                  as Depositor,


                            WILMINGTON TRUST COMPANY
                              as Property Trustee,


                            WILMINGTON TRUST COMPANY,
                            as Delaware Trustee, and

                                Stephen L. Price,
                                       and
                               Thomas V. Ogletree,
                                as Administrators




                            Dated as of June 21, 2002

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

                              FCBI CAPITAL TRUST I
                           ---------------------------


                                     <PAGE>


                              FCBI CAPITAL TRUST I

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

<TABLE>

Trust Indenture Act Section                                      Trust Agreement Section
<CAPTION>
<S>             <C>        <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)

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

<PAGE>


<TABLE>

                                                           TABLE OF CONTENTS
                                                                                                                          Page
<CAPTION>
<S>                                                                                                                        <C>
ARTICLE I                  DEFINED TERMS....................................................................................1
    SECTION 1.1.           Definitions......................................................................................1

ARTICLE II                 CONTINUATION OF THE ISSUER TRUST................................................................12
    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 Restricted Capital Securities...................................................13
    SECTION 2.5.           Issuance of the Common Securities; Subscription and Purchase of Junior Subordinated Debentures..13
    SECTION 2.6.           Declaration of Trust............................................................................13
    SECTION 2.7.           Authorization to Enter into Certain Transactions................................................14
    SECTION 2.8.           Assets of Trust.................................................................................17
    SECTION 2.9.           Title to Trust Property.........................................................................17

ARTICLE III                PAYMENT ACCOUNT.................................................................................17
    SECTION 3.1.           Payment Account.................................................................................17

ARTICLE IV                 DISTRIBUTIONS; REDEMPTION.......................................................................18
    SECTION 4.1.           Distributions...................................................................................18
    SECTION 4.2.           Redemption......................................................................................19
    SECTION 4.3.           Subordination of Common Securities..............................................................21
    SECTION 4.4.           Payment Procedures..............................................................................22
    SECTION 4.5.           Tax Returns and Reports.........................................................................22
    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....................................................23

ARTICLE V                  TRUST SECURITIES CERTIFICATES...................................................................23
    SECTION 5.1.           Initial Ownership...............................................................................23
    SECTION 5.2.           The Trust Securities Certificates...............................................................23
    SECTION 5.3.           Execution and Delivery of Trust Securities Certificates.........................................24
    SECTION 5.4.           Global Capital Securities.......................................................................24
    SECTION 5.5.           Registration of Transfer and Exchange Generally; Certain Transfers and Exchanges;
                           Capital Securities Certificates; Securities Act Legends.........................................26
    SECTION 5.6.           Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates..............................29
    SECTION 5.7.           Persons Deemed Holders..........................................................................30
    SECTION 5.8.           Access to List of Holders' Names and Addresses..................................................30
    SECTION 5.9.           Maintenance of Office or Agency.................................................................30
    SECTION 5.10.          Appointment of Paying Agent.....................................................................30
    SECTION 5.11.          Ownership of Common Securities by Depositor.....................................................31
    SECTION 5.12.          Notices to Clearing Agency......................................................................31
    SECTION 5.13.          Rights of Holders...............................................................................31

<PAGE>

ARTICLE VI                 ACTS OF HOLDERS; MEETINGS; VOTING...............................................................34
    SECTION 6.1.           Limitations on Holders' Voting Rights...........................................................34
    SECTION 6.2.           Notice of Meetings..............................................................................35
    SECTION 6.3.           Meetings of Holders.............................................................................35
    SECTION 6.4.           Voting Rights...................................................................................35
    SECTION 6.5.           Proxies, etc....................................................................................35
    SECTION 6.6.           Holder Action by Written Consent................................................................36
    SECTION 6.7.           Record Date for Voting and Other Purposes.......................................................36
    SECTION 6.8.           Acts of Holders.................................................................................36
    SECTION 6.9.           Inspection of Records...........................................................................37

ARTICLE VII                REPRESENTATIONS AND WARRANTIES..................................................................37
    SECTION 7.1.           Representations and Warranties of the Property Trustee and the Delaware Trustee.................37
    SECTION 7.2.           Representations and Warranties of Depositor.....................................................39

ARTICLE VIII               THE ISSUER TRUSTEES; THE ADMINISTRATORS.........................................................39
    SECTION 8.1.           Certain Duties and Responsibilities.............................................................39
    SECTION 8.2.           Certain Notices.................................................................................41
    SECTION 8.3.           Certain Rights of Property Trustee..............................................................42
    SECTION 8.4.           Not Responsible for Recitals or Issuance of Securities..........................................43
    SECTION 8.5.           May Hold Securities.............................................................................43
    SECTION 8.6.           Compensation; Indemnity; Fees...................................................................44
    SECTION 8.7.           Corporate Property Trustee Required; Eligibility of Trustees and Administrators.................45
    SECTION 8.8.           Conflicting Interests...........................................................................45
    SECTION 8.9.           Co-Trustees and Separate Trustee................................................................45
    SECTION 8.10.          Resignation and Removal; Appointment of Successor...............................................47
    SECTION 8.11.          Acceptance of Appointment by Successor..........................................................48
    SECTION 8.12.          Merger, Conversion, Consolidation or Succession to Business.....................................49
    SECTION 8.13.          Preferential Collection of Claims Against Depositor or Issuer Trust.............................49
    SECTION 8.14.          Trustee May File Proofs of Claim................................................................49
    SECTION 8.15.          Reports by Property Trustee.....................................................................50
    SECTION 8.16.          Reports to the Property Trustee.................................................................50
    SECTION 8.17.          Evidence of Compliance with Conditions Precedent................................................50
    SECTION 8.18.          Number of Issuer Trustees.......................................................................51
    SECTION 8.19.          Delegation of Power.............................................................................51
    SECTION 8.20.          Appointment of Administrators...................................................................51

ARTICLE IX                 DISSOLUTION, LIQUIDATION AND MERGER.............................................................52
    SECTION 9.1.           Dissolution Upon Expiration Date................................................................52
    SECTION 9.2.           Early Dissolution...............................................................................52
    SECTION 9.3.           Termination.....................................................................................53
    SECTION 9.4.           Liquidation.....................................................................................53
    SECTION 9.5.           Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust......................54

<PAGE>

ARTICLE X                  MISCELLANEOUS PROVISIONS........................................................................55
    SECTION 10.1.          Limitation of Rights of Holders.................................................................55
    SECTION 10.2.          Amendment.......................................................................................56
    SECTION 10.3.          Separability....................................................................................57
    SECTION 10.4.          Governing Law...................................................................................57
    SECTION 10.5.          Payments Due on Non-Business Day................................................................58
    SECTION 10.6.          Successors......................................................................................58
    SECTION 10.7.          Headings........................................................................................58
    SECTION 10.8.          Reports, Notices and Demands....................................................................58
    SECTION 10.9.          Agreement Not to Petition.......................................................................59
    SECTION 10.10.         Trust Indenture Act; Conflict with Trust Indenture Act..........................................59
    SECTION 10.11.         Acceptance of Terms of Trust Agreement, Guarantee and Indenture.................................60
<FN>
Exhibit A         Certificate of Trust
Exhibit B         Form of Restricted Securities Certificate
Exhibit C         Form of Common Securities Certificate
Exhibit D         Form of Capital Securities Certificate
Exhibit E         Form of Placement Agreement
</FN>
</TABLE>


<PAGE>




                      AMENDED AND RESTATED TRUST AGREEMENT

     THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 21, 2002, is by
and among (i) Florida Community Banks,  Inc., a Florida  corporation  (including
any successors or assigns,  the "Depositor"),  (ii) Wilmington Trust Company,  a
Delaware  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 or Delaware Trustee, the "Bank"),  (iii) Wilmington
Trust Company,  a Delaware  banking  corporation,  as Delaware  trustee (in such
capacity, the "Delaware Trustee") (the Property Trustee and the Delaware Trustee
are  referred  to  collectively  herein  as the  "Issuer  Trustees"),  (iv)  the
Administrators,  as  hereinafter  defined,  and  (v)  the  several  Holders,  as
hereinafter defined.

                                   WITNESSETH

     WHEREAS,  the  Depositor  and the  Delaware  Trustee have  heretofore  duly
declared and  established  a business  trust  pursuant to the Delaware  Business
Trust Act by entering into a certain Trust  Agreement,  dated as of June 5, 2002
(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 June 5,  2002 (the  "Certificate  of  Trust"),
attached as Exhibit A; and

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

     NOW THEREFORE, in consideration of the agreements and obligations set forth
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of which are  hereby  acknowledged,  each  party,  intending  to be
legally  bound,  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, as follows:

                                    ARTICLE I

                                  DEFINED TERMS

SECTION 1.1. Definitions.

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

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

<PAGE>

     (2)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;

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

     (4)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 determination;

     (5)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;

     (6)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

     (7)All references to the date the Capital Securities were originally issued
shall refer to the date hereof.

     "Act" has the meaning specified in Section 6.8.

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

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

     "Administrators"  means each Person  appointed in  accordance  with Section
8.20 solely in such  Person's  capacity  as  Administrator  of the Issuer  Trust
continued  hereunder  and  not in  such  Person's  individual  capacity,  or any
successor   Administrator   appointed  as  herein  provided;  with  the  initial
Administrators being Stephen L. Price and Thomas V. Ogletree.

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

                                       2

<PAGE>

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

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

     (1) 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, conservator,  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

     (2) 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, conservator,  liquidator,  assignee, trustee, sequestrator (or similar
official)  of such  Person or of any  substantial  part of its  property  or the
making by it of an assignment for the benefit of creditors,  or the admission by
it in writing of its inability to pay its debts generally as they become due and
its willingness to be adjudicated a bankrupt,  or the taking of corporate action
by such Person in furtherance of any such action.

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

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

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

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

                                       3

<PAGE>

     "Capital Securities  Certificate" means a certificate  evidencing ownership
of Capital  Securities,  substantially  in the form  attached  as Exhibit D, and
shall,  unless  specified  otherwise  herein,  include a  Restricted  Securities
Certificate, substantially in the form attached hereto as Exhibit B. The Capital
Securities  Certificate  shall be issued  initially  with a  Restricted  Capital
Securities  Legend,  which shall remain on such certificate  until the Depositor
and the Issuer  Trust  receive an  Opinion  of Counsel  that such  legend can be
removed consistent with the Securities Act.

     "Capital Security" means a preferred  undivided  beneficial interest in the
assets of the Issuer  Trust,  having a  Liquidation  Amount of  $50,000.00 or an
integral  multiple  in excess of such  amount and  having  the  rights  provided
therefor in this Trust Agreement,  including the right to receive  Distributions
and a Liquidation Distribution as provided herein.

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

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

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

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

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

     "Closing" and "Closing Date" have the respective  meanings specified in the
Placement Agreement.

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

                                       4

<PAGE>

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

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

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

     "Common Security" means an undivided  beneficial  interest in the assets of
the  Issuer  Trust,  having a  Liquidation  Amount  of  $1,000.00  and  integral
multiples  in excess  thereof  and having the rights  provided  therefor in this
Trust Agreement,  including the right to receive Distributions and a Liquidation
Distribution as provided herein.

     "Corporate Trust Office" means the principal office of the Property Trustee
located in the City of Wilmington,  Delaware, which at the time of the execution
of this Trust  Agreement  is located at 1100 North  Market  Street,  Wilmington,
Delaware 19890-0001, Attention: Corporate Trust Administration.

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

     "Debenture  Purchase  Agreement"  means the Junior  Subordinated  Debenture
Purchase Agreement,  dated of even date herewith,  between the Depositor and the
Issuer Trust, as the same may be amended from time to time.

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

     "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 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).

                                       5

<PAGE>

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

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

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

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

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

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

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

     (4) default in the performance,  or breach, in any material respect, of any
covenant or warranty of the Issuer Trustees in this Trust Agreement  (other than
a covenant  or warranty a default in the  performance  of which or the breach of
which is dealt with in clause (2) or (3) above) and continuation of such default
or breach for a period of 60 days after there has been given,  by  registered or
certified  mail,  to the Issuer  Trustees and the Depositor by the Holders of at
least 25% in aggregate Liquidation Amount of the Outstanding Capital 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

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

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

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

     "Global  Capital   Securities   Certificate"  means  a  Capital  Securities
Certificate or Restricted Securities Certificate, as the case may be, evidencing
ownership of Capital  Securities,  the ownership and transfers of which shall be
made through book entries by a Clearing Agency as described in Section 5.4.

     "Global Capital Security" means those Capital  Securities  evidenced by the
Global Capital Securities Certificate.

                                       6

<PAGE>

     "Guarantee"  means the  Guarantee  Agreement  executed and delivered by the
Depositor and the Guarantee  Trustee,  contemporaneously  with the execution and
delivery of this Trust Agreement,  for the benefit of the Holders of the Capital
Securities, as amended from time to time.

     "Guarantee Trustee" means Wilmington Trust Company,  solely in its capacity
as the trustee that holds the  Guarantee  for the benefit of the Holders and not
in its individual  capacity,  or its successor in interest in such capacity,  or
any successor trustee appointed as herein provided.

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

     "Indemnified Person" has the meaning provided in Section 8.6.

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

     "Indenture  Trustee" means  Wilmington  Trust Company,  a Delaware  banking
corporation and any successor.

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

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

     "Issuer  Trust"  means  FCBI  Capital  Trust I, a Delaware  business  trust
created under the Delaware Business Trust Act.

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

     "Junior Subordinated Debentures" means the Depositor's Floating Rate Junior
Subordinated  Deferrable  Interest  Debentures,  due September 30, 2032,  issued
pursuant to the Indenture.

                                       7

<PAGE>

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

     "Like Amount"  means (a) with respect to a redemption of Trust  Securities,
Trust  Securities  having 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  Capital  Securities  pro rata  based upon the  relative  Liquidation
Amounts  of such  classes  and (b) with  respect  to a  distribution  of  Junior
Subordinated  Debentures to Holders of Trust  Securities  in  connection  with a
dissolution or liquidation of the Issuer Trust, Junior  Subordinated  Debentures
having  a  principal  amount  equal  to the  Liquidation  Amount  of  the  Trust
Securities  of the  Holder  to whom  such  Junior  Subordinated  Debentures  are
distributed.

     "Liquidation  Amount"  means the stated  amount of  $50,000.00  per Capital
Security and $1,000.00 per Common Security.

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

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

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

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

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

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

     (3)  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

                                       8

<PAGE>

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

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

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

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

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

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

     (3)  Trust  Securities  that  have  been  paid  or for  which  other  Trust
Securities  have been  executed and  delivered  in exchange  therefor or in lieu
thereof  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  Capital Securities have given any request,  demand,  authorization,
direction,  notice, consent or waiver hereunder, Capital Securities owned by the
Depositor,  any  Issuer  Trustee,  any  Administrator  or any  Affiliate  of the
Depositor,  shall be disregarded and deemed not to be  Outstanding,  except that
(a) in  determining  whether any Issuer  Trustee or any  Administrator  shall be
protected in relying upon any such request,  demand,  authorization,  direction,
notice,  consent or waiver,  only Capital Securities that such Issuer Trustee or
such  Administrator,  as the  case  may be,  knows  to be so  owned  shall be so
disregarded  and (b) the  foregoing  shall not apply at any time when all of the
Outstanding  Capital  Securities are owned by the Depositor,  one or more of the
Issuer Trustees,  one or more of the  Administrators  and/or any such Affiliate.
Capital  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  Capital
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  Capital
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.

                                       9

<PAGE>

     "Payment Account" means a segregated  non-interest-bearing  corporate trust
account  maintained  with the Property  Trustee in its trust  department for the
benefit  of the  Holders  in which all  amounts  paid in  respect  of the Junior
Subordinated  Debentures  will be held  and from  which  the  Property  Trustee,
through the Paying Agent,  shall make payments to the Holders in accordance with
Sections 4.1, 4.2 and 9.4.

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

     "Placement  Agent" means The Bankers Bank, a Georgia  banking  corporation,
and BankersBanc Capital Corporation, a Georgia corporation.

     "Placement  Agreement"  means the Placement  Agreement among the Depositor,
the Issuer Trust and the Placement Agent.

     "Property Trustee" means the Person identified as the "Property Trustee" in
the preamble to this Trust Agreement  solely in its capacity as Property Trustee
of the Issuer  Trust and not in its  individual  capacity,  or its  successor in
interest in such capacity, or any successor property trustee appointed as herein
provided.

     "Purchase Agreement" means, collectively,  all purchase agreements executed
by or on behalf of the Depositor, the Issuer Trust, and the Owners.

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such  redemption  by or  pursuant  to this  Trust  Agreement;
provided  that each  Debenture  Redemption  Date and the stated  maturity of the
Junior  Subordinated  Debentures shall be a Redemption Date for a Like Amount of
Trust Securities,  including but not limited to any date of redemption  pursuant
to the occurrence of any Special Event.

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

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

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

                                       10

<PAGE>

     "Restricted  Capital  Securities" means all Capital  Securities,  including
those represented by a Capital Securities Certificate which is required pursuant
to Section  5.5(c) to bear a Restricted  Capital  Securities  Legend.  Such term
includes the Global Capital Securities Certificate.

     "Restricted Capital Securities Legend" means a legend  substantially in the
form of the legend required in the form of a Capital Securities  Certificate set
forth in Exhibit D to be placed upon a Restricted Capital Security.

     "Restricted  Securities  Certificate" means a certificate  substantially in
the form set forth in Exhibit B.

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

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

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

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

     "Successor  Capital  Securities  Certificate"  of any  particular  Capital
Securities  Certificate means every Capital 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 Capital Securities Certificate; and,
for the purposes of this definition, any Capital Securities Certificate executed
and  delivered  under  Section  5.6 in exchange  for or in lieu of a  mutilated,
destroyed,  lost or stolen  Capital  Securities  Certificate  shall be deemed to
evidence  the same  beneficial  interest in the Issuer  Trust as the  mutilated,
destroyed, lost or stolen Capital Securities Certificate.

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

     "Tax Event"  means the receipt by the Issuer Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change  (including  any  announced  prospective  change) in, the laws (or any
regulations  thereunder)  of the United States or any political  subdivision  or
taxing  authority  thereof  or  therein,  or as a  result  of  any  official  or
administrative  pronouncement  or action or judicial  decision  interpreting  or
applying  such laws or  regulations,  which  amendment or change is effective or
which  pronouncement,  action or decision is  announced  on or after the date of
issuance of the Capital Securities  (including,  without limitation,  any of the
foregoing  arising with respect to, or resulting  from,  any proceeding or other
action  commencing on or before such date),  there is more than an insubstantial
risk that (i) the Issuer  Trust is, or will be within 90 days of the delivery of
such  Opinion of

                                       11

<PAGE>

Counsel,  subject to United  States  federal  income tax with  respect to income
received or accrued on the Junior Subordinated Debentures, (ii) interest payable
by the Depositor on the Junior Subordinated Debentures is not, or within 90 days
of the  delivery  of such  Opinion of  Counsel  will not be,  deductible  by the
Depositor,  in whole or in part,  for United States federal income tax purposes,
or (iii) the Issuer  Trust is, or will be within 90 days of the delivery of such
Opinion of  Counsel,  subject to more than a de minimis  amount of other  taxes,
duties or other governmental charges.

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

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

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

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

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

                                   ARTICLE II

                        CONTINUATION OF THE ISSUER TRUST

SECTION 2.1. Name.

     The Issuer Trust continued hereby shall be known as "FCBI 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 Wilmington
Trust  Company,  1100 North  Market  Street,  Wilmington,  Delaware  19890-0001,
Wilmington, Delaware 19805-1266,  Attention: Corporate Trust Administration,  or
such  other  address  in the  State of  Delaware  as the  Delaware  Trustee  may
designate  by written  notice to the Holders and

                                       12

<PAGE>

the Depositor.  The principal executive office of the Issuer Trust is in care of
Florida Community Banks, Inc., 1400 North 15th Street, Immokalee, Florida 34142,
Attention: Thomas V. Ogletree.

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

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

SECTION 2.4. Issuance of the Restricted Capital Securities.

     The  Depositor,  the Issuer  Trust,  and the Placement  Agent  executed and
delivered  the Placement  Agreement  pursuant to the Original  Trust  Agreement.
Contemporaneously  with the execution and delivery of this Trust  Agreement,  an
Administrator,  on  behalf  of the  Issuer  Trust,  shall  manually  execute  in
accordance  with  Section 5.3 and the Property  Trustee  shall  authenticate  in
accordance with Section 5.3 and deliver to the Clearing Agency or its custodian,
a Global Capital Securities  Certificate,  registered in the name of Cede & Co.,
in an aggregate amount of 200 Capital Securities having an aggregate Liquidation
Amount of  $10,000,000.00,  against  receipt of the aggregate  purchase price of
such Capital Securities of $10,000,000.00, 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 and shall deliver
to the Depositor, a Common Securities Certificate, registered in the name of the
Depositor,  in an aggregate amount of 310 Common  Securities having an aggregate
Liquidation  Amount of  $310,000.00  against  receipt of the aggregate  purchase
price  of  such  Common  Securities  of  $310,000.00  by the  Property  Trustee.
Contemporaneously  therewith,  an Administrator,  on behalf of the Issuer Trust,
shall  subscribe for and purchase  from the  Depositor  the Junior  Subordinated
Debentures,  registered  in the name of  Wilmington  Trust  Company,  not in its
individual  capacity,  but solely as Property  Trustee for the Issuer  Trust and
having  an  aggregate   principal  amount  equal  to  $10,310,000.00,   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  $10,310,000.00  (being  the  sum of the  amounts  delivered  to the
Property  Trustee  pursuant to (i) the second  sentence of Section 2.4, and (ii)
the first  sentence  of this  Section  2.5) and  receive on behalf of the Issuer
Trust the Junior Subordinated Debentures.

                                       13

<PAGE>

SECTION 2.6. Declaration of Trust.

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

SECTION 2.7. Authorization to Enter into Certain Transactions.

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

               (A) the establishment of the Payment Account;

               (B) the receipt of the Junior Subordinated Debentures;

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

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

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

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

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

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

                                       15

<PAGE>

          the   preparation,   execution  and  filing  of  the   certificate  of
          cancellation with the Secretary of State of the State of Delaware; and

               (I) after an Event of Default  (other than under  paragraph  (2),
          (3),  (4),  or (5) of the  definition  of such  term if such  Event of
          Default is by or with  respect to the Property  Trustee),  comply with
          the  provisions  of this Trust  Agreement  and take any action to give
          effect to the terms of this Trust  Agreement  and protect and conserve
          the  Trust   Property   for  the  benefit  of  the  Holders   (without
          consideration  of the  effect  of any such  action  on any  particular
          Holder);

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

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

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

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

          (i) the  preparation,  execution  and filing with the  Commission of a
     registration  statement on the appropriate form under the Securities Act or
     the preparation of offering documents in reliance on one or more exemptions
     from  registration  under the  Securities  Act with  respect to the Capital
     Securities;

          (ii) the  determination  of the  states  in which to take  appropriate
     action to qualify or register for sale or necessary to obtain any exemption
     from  such

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<PAGE>

     qualification or registration of all or part of the Capital  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 Capital Securities;

          (iii) the  negotiation of the terms of, and the execution and delivery
     of, the Placement  Agreement and the Purchase  Agreement  providing for the
     sale of the Capital Securities; and

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

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

SECTION 2.8. Assets of Trust.

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

SECTION 2.9. Title to Trust Property.

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

                                   ARTICLE III

                                 PAYMENT ACCOUNT

SECTION 3.1. Payment Account.

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

          (i) Distributions on the Trust Securities shall be cumulative and will
     accumulate whether or not there are funds of the Issuer Trust available for
     the payment of Distributions.  Distributions shall accumulate from the date
     of issue of the Trust  Securities,  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, 2002. If any date on
     which a Distribution is otherwise  payable on the Trust Securities is not a
     Business  Day, then the payment of such  Distribution  shall be made on the
     next  succeeding  day  that  is a  Business  Day  (without  any  additional
     Distributions or other payment in respect of any such delay),  except that,
     if such Business Day is in the next succeeding  calendar year, such payment
     shall be made on the immediately  preceding Business Day, in each case with
     the same force and effect as if made on the date on which such  payment was
     originally  payable  (each  date on  which  distributions  are  payable  in
     accordance with this Section 4.1(a), a "Distribution Date").

          (ii) The Trust Securities  shall be entitled to Distributions  payable
     at a floating rate, reset quarterly on each  Distribution Date for the next
     succeeding quarter, equal to the prime rate of interest so published in the
     "Money Rates" table in the Eastern  Edition of The Wall Street  Journal for
     the last Business Day of each of March,  June,

                                       18

<PAGE>

     September  and  December,  as  applicable,  plus  50  basis  points  on the
     liquidation  amount of each Trust Security  ("Floating Rate"). If more than
     one rate is so indicated in The Wall Street  Journal,  the prime rate shall
     equal the  highest  rate  provided  therein.  The  amount of  Distributions
     payable for any full  quarterly  period shall be computed on the basis of a
     360-day year of twelve 30-day months.  The amount of Distributions  for any
     period less than a full quarter shall be computed on the basis of a 360-day
     year and the actual number of days elapsed  during that period.  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  September 30, 2032 or end on a date that is not a scheduled
     interest  payment date. 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  Floating  Rate,  compounded  quarterly,  to the  extent  permitted  by
     applicable  law,  from the relevant  payment  date for such  Distributions,
     computed in the same manner as set forth for  Distributions  in  subsection
     4.1(a)(ii)  immediately above. The term  "Distributions" as used in Section
     4.1 shall include any such additional  Distributions  provided  pursuant to
     this Section 4.1(a)(iii).

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

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

SECTION 4.2. Redemption.

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

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

          (i) the Redemption Date;

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<PAGE>

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

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

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

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

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

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

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

     (d) If the  Issuer  Trust  gives a notice of  redemption  in respect of any
Capital  Securities,  then, by 12:00 noon, Eastern Time, on the Redemption Date,
subject to Section  4.2(c),  the Property  Trustee will, with respect to Capital
Securities held in global form, irrevocably deposit with the Clearing Agency for
such Capital Securities,  to the extent available therefor,  funds sufficient to
pay  the  applicable  Redemption  Price  and  will  give  such  Clearing  Agency
irrevocable  instructions  and  authority  to pay the  Redemption  Price  to the
Holders of the Capital  Securities.  With respect to Capital Securities that are
not held in global  form,  if any,  the  Property  Trustee,  subject  to Section
4.2(c),  will irrevocably deposit with the Paying Agent, to the

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<PAGE>

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 Capital Securities upon surrender
of their Capital Securities Certificates or Restricted Securities  Certificates,
as applicable.  Notwithstanding the foregoing, Distributions payable on or prior
to the Redemption Date for any Trust  Securities  called for redemption shall be
payable to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust  Securities on the relevant  record dates for the related
Distribution  Dates.  If notice of  redemption  shall  have been given and funds
deposited  as  required,  then,  upon the date of such  deposit,  all  rights of
Holders holding Trust Securities so called for redemption will cease, except the
right of such  Holders  to receive  the  Redemption  Price and any  Distribution
payable in respect of the Trust  Securities on or prior to the Redemption  Date,
but without interest, and such Trust Securities will cease to be Outstanding. In
the event that any date on which any applicable  Redemption  Price is payable is
not a Business Day, then payment of the applicable  Redemption  Price payable on
such date will be made on the next  succeeding  day that is a Business  Day (and
without any  interest  or other  payment in respect of any such  delay),  except
that, if such Business Day falls in the next calendar year, such payment will be
made on the  immediately  preceding  Business  Day, in each case,  with the same
force and  effect as if made on such  date.  In the event  that  payment  of the
Redemption  Price in respect of any Trust  Securities  called for  redemption is
improperly withheld or refused and not paid either by the Issuer Trust or by the
Depositor pursuant to the Guarantee, Distributions on such Trust Securities will
continue to accumulate,  as set forth in Section 4.1 and in accordance  with the
continued accrual of interest on the Junior  Subordinated  Debentures,  from the
Redemption  Date  originally  established  by the  Issuer  Trust for such  Trust
Securities to the date such  applicable  Redemption  Price is actually  paid, in
which case the actual  payment  date will be the date fixed for  redemption  for
purposes of calculating the applicable Redemption Price.

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

SECTION 4.3. Subordination of Common Securities.

     (a) Payment of Distributions  (including Additional Amounts, if applicable)
on, the Redemption Price of, and the Liquidation Distribution in respect of, the
Trust Securities,

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<PAGE>

as applicable, shall be made, as set forth in Section 4.2(e), pro rata among the
Common Securities and the Capital  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  Sections  5.1(1) or 5.1(2)  of the  Indenture  shall  have  occurred  and be
continuing,  no payment of any Distribution  (including any Additional  Amounts)
on,  Redemption Price of, or Liquidation  Distribution in respect of, any Common
Security,  and no other  payment on account of the  redemption,  liquidation  or
other acquisition of Common Securities, shall be made, unless payment in full in
cash of all  accumulated  and unpaid  Distributions  (including  any  Additional
Amounts) on all  Outstanding  Capital  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  Capital
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  Capital  Securities,  shall have been made or provided for, and
all funds  immediately  available to the Property Trustee shall first be applied
to the payment in full in cash of all  Distributions  (including  any Additional
Amounts) on, or the Redemption Price of, or Liquidation  Distribution in respect
of,  Capital  Securities  then due and  payable.  The  existence  of an Event of
Default does not entitle the Holders of Capital  Securities  to  accelerate  the
maturity thereof.

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

SECTION 4.4. Payment Procedures.

     Payments of Distributions  (including any Additional Amounts) in respect of
the  Capital  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 Capital Securities are held by a Clearing Agency,  such Distributions
shall be made to the Clearing Agency in immediately  available funds, which will
credit the relevant accounts on the applicable  Distribution Dates.  Payments in
respect  of the  Common  Securities  shall  be made in such  manner  as shall be
mutually  agreed  between  the  Property  Trustee  and the  Holder of the Common
Securities.

SECTION 4.5. Tax Returns and Reports.

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

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<PAGE>

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

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

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

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

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

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

SECTION 4.8. Liability of the Holder of Common Securities.

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

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

SECTION 5.1. Initial Ownership.

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<PAGE>

     Upon the creation of the Issuer Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust  Securities,  and at
any time during which no Trust Securities are  Outstanding,  the Depositor shall
be the sole beneficial owner of the Issuer Trust.

SECTION 5.2. The Trust Securities Certificates.

     (a) The Capital Securities Certificates shall be issued in fully registered
form.  The Trust  Securities  Certificates  shall be  executed  on behalf of the
Issuer  Trust by manual or facsimile  signature  of at least one  Administrator.
Trust  Securities  Certificates  bearing the manual or facsimile  signatures  of
individuals who were, at the time when such signatures  shall have been affixed,
authorized  to sign on behalf of the Issuer Trust,  shall be validly  issued and
entitled to the  benefits  of this Trust  Agreement,  notwithstanding  that such
individuals  or any of 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,  Capital Securities Certificates shall be
issued in the form of one or more Global Capital  Securities  Certificates which
initially shall bear a Restricted Capital  Securities Legend,  registered in the
name of Cede as the  Depositary's  nominee  and  deposited  with or on behalf of
Depositary  for credit by  Depositary to the  respective  accounts of the Owners
thereof (or such other accounts as they may direct). Except as set forth herein,
record ownership of the Global Capital  Securities may be transferred,  in whole
or in part,  only to another  nominee of  Depositary  or to a  successor  of the
Depository or its nominee.

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

SECTION 5.3. Execution and Delivery of Trust Securities Certificates.

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

SECTION 5.4. Global Capital Securities.

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<PAGE>

     (a) The Global Capital  Security issued under this Trust Agreement shall be
registered in the name of Cede & Co., as the nominee of the Clearing  Agency and
delivered to such custodian  therefor,  and such Global  Capital  Security shall
constitute a single Capital  Security for all purposes of this Trust  Agreement,
and it shall initially bear a Restricted Capital Securities Legend.

     (b) Notwithstanding any other provision in this Trust Agreement, the Global
Capital Security may not be exchanged in whole or in part for registered Capital
Securities,  and no transfer of the Global Capital  Security in whole or in part
may be registered,  in the name of any Person other than the Clearing Agency for
such Global Capital Security,  Cede & Co., or other nominee thereof unless:  (i)
such Clearing  Agency advises the Depositor and the Property  Trustee in writing
that such Clearing Agency is no longer willing or able to properly discharge its
responsibilities  as the  Clearing  Agency with  respect to such Global  Capital
Security,  and the Depositor is unable to locate a qualified successor within 90
days, (ii) at any time the Depositary  ceases to be a Clearing Agency registered
as such under the Exchange Act, or (iii) the Issuer Trust at its option  advises
the  Depositary  in writing that it elects to terminate  the  book-entry  system
through the Clearing Agency.

     (c) If the Global Capital Security is to be exchanged or canceled in whole,
it shall be surrendered by or on behalf of the Clearing Agency or its nominee to
the  Securities  Registrar  for  exchange  or  cancellation  as provided in this
Article V. If the Global  Capital  Security  is to be  exchanged  or canceled in
part, or if another Capital  Security is to be exchanged in whole or in part for
a beneficial  interest in the Global  Capital  Security,  then either:  (i) such
Global Capital  Security shall be so surrendered for exchange or cancellation as
provided in this  Article V, or (ii) the  Liquidation  Amount  thereof  shall be
reduced  or  increased  by an  amount  equal  to the  portion  thereof  to be so
exchanged or canceled or equal to the  Liquidation  Amount of such other Capital
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 the Global Capital 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 any
Capital  Securities  or Restricted  Capital  Securities,  as  applicable  and as
instructed by the  Administrators,  issuable in exchange for such Global Capital
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 Capital Security or Restricted Capital  Securities  authenticated
and delivered upon  registration  of, transfer of, or in exchange for or in lieu
of, the Global Capital Security or any portion thereof, whether pursuant to this
Article V or Article IV or otherwise,  shall be  authenticated  and delivered in
the form of, and shall be, a Global Capital Security, unless such Global Capital
Security is  registered  in the name of a Person other than the Clearing  Agency
for such Global Capital Security or a nominee thereof.

                                       25

<PAGE>

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

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

SECTION 5.5. Registration of Transfer and Exchange Generally;  Certain Transfers
and Exchanges; Capital Securities Certificates; Securities Act Legends.

     (a) The Property  Trustee  shall keep or cause to be kept at its  Corporate
Trust Office a register or registers (the "Securities Register") for the purpose
of  registering   Capital   Securities   Certificates   and  Common   Securities
Certificates and transfers and exchanges of Capital Securities  Certificates and
Common  Securities  Certificates  and acting as the registrar and transfer agent
with respect to the Capital  Securities and Common Securities  Certificates (the
"Securities  Registrar"),  subject  to  such  reasonable  regulations  as it may
prescribe,  and  shall  provide  for  the  registration  of  Capital  Securities
Certificates and Common Securities  Certificates (subject to Section 5.11 in the
case of Common Securities Certificates) in the Securities Register. The Property
Trustee is hereby appointed Securities Registrar. The Securities Registrar shall
maintain  stop  transfer  instructions  in  the  Securities  Register  and as it
otherwise  deems  appropriate  to restrict  the transfer of  Restricted  Capital
Securities consistent with the terms of this Agreement.

     Upon  surrender  for  registration  of transfer  of any Capital  Securities
Certificate  at the offices or agencies of the Property  Trustee  designated for
that purpose,  the Administrators  shall execute, and the Property Trustee shall
authenticate  and  deliver,  in  the  name  of  the  designated   transferee  or
transferees,  one or more new Capital Securities Certificates of the same series
of any authorized denominations of like tenor and aggregate principal amount and
bearing such restrictive  legends  (including the Restricted  Capital Securities
Legend) as may be required by this Trust Agreement.

                                       26

<PAGE>

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

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

     Every Capital Securities  Certificate 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
Capital Securities Certificates, 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 Capital  Securities
Certificates.

     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 Capital Securities  Certificates during a period beginning at
the opening of 15 Business  Days before the day of selection  for  redemption of
Capital 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 Capital  Security so selected for  redemption  in whole or in
part,  except,  in the case of any such Capital Security to be redeemed in part,
any portion thereof not to be redeemed.

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

          (i) Non-Global Restricted Capital Security to Global Capital Security.
     If the  Holder of a  Restricted  Capital  Security  (other  than the Global
     Capital Security) wishes at any time to transfer all or any portion of such
     Trust Security to a Person who wishes to take delivery  thereof in the form
     of a beneficial interest in the Global Capital Security,  such transfer may
     be effected  only in accordance  with the  provisions of this clause (b)(i)
     and subject to the  Applicable  Procedures.  Upon  receipt by the  Security
     Registrar of (A) such  Restricted  Capital  Security as provided in Section
     5.5(a) and instructions  satisfactory to the Security  Registrar  directing
     that a beneficial  interest in the Global  Capital  Security in a specified

                                       27

<PAGE>

     Liquidation  Amount  not  greater  than  the  Liquidation  Amount  of  such
     Restricted  Capital Security to be credited to a specified  Clearing Agency
     Participant's  account,  and (B) a Restricted  Securities  Certificate duly
     executed  for  transfer  by such  Holder  or such  Holder's  attorney  duly
     authorized  in  writing,  then the  Security  Registrar  shall  cancel such
     Restricted Capital Security (and issue a new Restricted Capital Security in
     respect of any untransferred portion thereof) as provided in Section 5.5(a)
     and  increase  the  aggregate  Liquidation  Amount  of the  Global  Capital
     Security by the specified Liquidation Amount as provided in Section 5.4(c).

          (ii) Non-Global  Capital Security to Non-Global  Capital  Security.  A
     Trust Security that is not a Global Capital 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 Capital Security as provided in Section
     5.5(a),  provided that if the Trust  Security to be transferred in whole or
     in part is a Restricted  Capital Security,  the Securities  Registrar shall
     have  received a Restricted  Securities  Certificate  duly  executed by the
     transferor  Holder or such Holder's attorney duly authorized in writing and
     the Securities Registrar shall only be required to register the transfer of
     such Restricted  Securities  Certificate  upon direction from the Depositor
     that such transfer is permissible.

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

          (iv) Certain Initial Transfers of Non-Global Trust Securities.  In the
     case of Trust  Securities  initially  issued other than in global form,  an
     initial transfer or exchange of such Trust Securities that does not involve
     any  change  in  beneficial  ownership  may  be  made  to an  institutional
     accredited  investor or investors as if such  transfer or exchange were not
     an initial transfer or exchange;  provided that written certification shall
     be provided by the transferee  and  transferor of such Trust  Securities to
     the Securities  Registrar that such transfer or exchange does not involve a
     change in beneficial ownership.

          (v)  Limitations  Relating to Principal  Amount.  Notwithstanding  any
     other provision of this Trust Agreement and unless  otherwise  specified as
     permitted by this Trust Agreement, Trust Securities or portions thereof may
     be  transferred  or exchanged  only in  principal  amounts of not less than
     $50,000.00. Any transfer, exchange or other disposition of Trust Securities
     in contravention  of this Section  5.5(b)(v) shall be deemed to be void and
     of no legal effect  whatsoever,  any such transferee shall be deemed not to
     be the Holder or owner of any beneficial  interest in such Trust Securities
     for any  purpose,  including  but not  limited to the  receipt of  interest
     payable on such Trust  Securities,  such transferee shall be deemed to have
     no  interest  whatsoever  in such  Trust  Securities,  and  the  Securities
     Registrar shall not record any such transfer in the Securities Register.

                                       28

<PAGE>

     (c) Restricted  Securities  Legend.  Except as set forth below, all Capital
Securities shall bear a Restricted Capital Securities Legend:

          (i) subject to the following Clauses of this Section 5.5(c), a Capital
     Security  or any  portion  thereof  that is  exchanged,  upon  transfer  or
     otherwise,  for a Global Capital Security or any portion thereof shall bear
     the Restricted Capital Securities Legend while represented thereby;

          (ii) subject to the following  Clauses of this Section  5.5(c),  a new
     Capital  Security which is not a Global  Capital  Security and is issued in
     exchange for another Capital Security (including a Global Capital Security)
     or any portion  thereof,  upon  transfer or otherwise,  shall,  if such new
     Capital  Security  is  required  to be issued  in the form of a  Restricted
     Capital Security, bear a Restricted Capital Securities Legend;

          (iii) a new Capital  Security  (other than a Global Capital  Security)
     that does not bear a Restricted  Capital Securities Legend may be issued in
     exchange  for or in lieu of a  Restricted  Capital  Security or any portion
     thereof that bears such a legend if, in the Depositor's  judgment,  placing
     such a legend upon such new Capital  Security  is not  necessary  to ensure
     compliance  with the  requirements of the Securities Act and is permissible
     under  Commission  Rule 144(k),  and the Property  Trustee,  at the written
     direction  of the  Administrator  of the  Issuer  Trust  in the  form of an
     Officers'  Certificate,  shall  authenticate  and deliver  such new Capital
     Security as provided in this Article V;

          (iv)  notwithstanding the foregoing provisions of this Section 5.5(c),
     a Successor  Capital  Security of a Capital  Security  that does not bear a
     Restricted  Capital  Securities  Legend shall not bear such form of legend,
     unless the Depositor has  reasonable  cause to believe that such  Successor
     Capital Security is a "restricted  security" within the meaning of Rule 144
     under the  Securities  Act,  in which  case the  Property  Trustee,  at the
     written  direction of any  Administrator of the Issuer Trust in the form of
     an  Officers'  Certificate,  shall  authenticate  and deliver a new Capital
     Security  bearing a Restricted  Capital  Securities  Legend in exchange for
     such Successor Capital Security as provided in this Article V; and

          (v) Junior Subordinated  Debentures distributed to a holder of Capital
     Securities  upon  dissolution  of the Issuer  Trust shall bear a Restricted
     Capital Securities Legend, if the Capital Securities so held bear a similar
     legend,  absent  instructions  from the  Depositor  that such legend can be
     removed  consistent  with  the  requirements  of the  Securities  Act,  and
     Commission Rule 144 thereunder.

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

                                       29

<PAGE>

     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,  indemnity  and/or  other  assurance  as  may be
required by them, in their  discretion,  to save each of them harmless,  then in
the absence of notice  that such Trust  Securities  Certificate  shall have been
acquired by a bona fide purchaser,  the  Administrators,  or any one of them, on
behalf of the Issuer Trust shall execute and make  available  for delivery,  and
the Property Trustee shall authenticate,  in exchange for or in lieu of any such
mutilated,  destroyed, lost or stolen Trust Securities Certificate,  a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust  Securities  Certificate  under this Section,  the
Administrators  or the  Securities  Registrar  may  require the payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection therewith. Any duplicate Trust Securities Certificate issued pursuant
to this  Section  5.6  shall  constitute  conclusive  evidence  of an  undivided
beneficial  interest  in the assets of the Issuer  Trust  corresponding  to that
evidenced by the lost, stolen or destroyed Trust Securities  Certificate,  as if
originally issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

SECTION 5.7. Persons Deemed Holders.

     The Issuer Trustees and the Securities  Registrar shall treat the Person in
whose  name any Trust  Securities  are  issued as the sole  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  or  the
Securities Registrar shall be bound by any notice to the contrary.

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

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

SECTION 5.9. Maintenance of Office or Agency.

     The   Property   Trustee   shall   designate,   with  the  consent  of  the
Administrators,  which consent shall not be unreasonably  withheld, an office or
offices or agency or  agencies  where  Capital  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 as its  corporate  trust office for such  purposes.  The
Property  Trustee  shall  give  prompt  written  notice  to the  Depositor,  the
Administrators  and to  the  Holders  of  any  change  in  the  location  of the
Securities Register or any such office or agency.

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<PAGE>

SECTION 5.10. Appointment of Paying Agent.

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

SECTION 5.11. Ownership of Common Securities by Depositor.

     At Closing,  the Depositor  shall acquire and retain  beneficial and record
ownership of the Common  Securities.  Neither the  Depositor  nor any  successor
Holder  of  the  Common  Securities  may  transfer  less  than  all  the  Common
Securities,  and the  Depositor  or any such  successor  Holder may transfer the
Common  Securities only (i) in connection with a consolidation  or merger of the
Depositor  into  another  Person  or any  conveyance,  transfer  or lease by the
Depositor  of its  properties  and assets  substantially  as an  entirety to any
Person, pursuant to Section 8.1 of the Indenture, or (ii) to an Affiliate of the
Depositor in compliance  with  applicable  law (including the Securities Act and
applicable state securities and blue sky laws);  provided that any such transfer
shall be subject to the condition  that the  transferor  shall have obtained (A)
either a ruling from the  Internal  Revenue  Service or an  unqualified  written
Opinion of Counsel by a firm experienced in such matters addressed to the Issuer
Trust and delivered to the Issuer Trustees to the effect that such transfer will
not (1) cause the Issuer  Trust to be treated as issuing a class of interests in
the Issuer Trust differing from the class of interests represented by the Common
Securities  originally  issued to the Depositor,  (2) result in the Issuer Trust
acquiring or disposing  of, or being deemed to have  acquired or disposed of, an
asset,  or (3)  result in or cause the Issuer  Trust to be  treated as  anything
other than a grantor trust for United States

                                       31

<PAGE>

Federal income tax purposes and (B) an unqualified written Opinion of Counsel by
a firm  experienced in such matters  addressed to the Issuer Trust and delivered
to the Issuer  Trustees  to the  effect  that such  transfer  will not cause the
Issuer  Trust to be an  "investment  company" or  controlled  by an  "investment
company" that is required to be registered under the Investment  Company Act. To
the  fullest  extent  permitted  by law,  any  attempted  transfer of the Common
Securities, other than as set forth in the immediately preceding sentence, shall
be void.  The  Administrators  shall  cause each Common  Securities  Certificate
issued to the  Depositor to contain a legend  stating "THIS  CERTIFICATE  IS NOT
TRANSFERABLE  EXCEPT IN COMPLIANCE  WITH  APPLICABLE LAW AND SECTION 5.11 OF THE
TRUST AGREEMENT."

SECTION 5.12. Notices to Clearing Agency.

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

SECTION 5.13. Rights of Holders.

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

     (b) For so long as any Capital  Securities remain  Outstanding,  if, upon a
Debenture  Event of Default,  the Indenture  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 Capital  Securities then Outstanding  shall have such
right to make such  declaration by a notice in writing to the Property  Trustee,
the Depositor and the Indenture 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 Indenture  Trustee as provided
in the Indenture, the Holders

                                       32

<PAGE>

of a Majority in Liquidation Amount of the Capital Securities, by written notice
to the Property Trustee,  the Depositor and the Indenture  Trustee,  may rescind
and annul such declaration and its consequences if:

          (i) the Depositor has paid or deposited  with the Indenture  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 any Additional  Interest
          thereon at the rate borne by the Junior Subordinated Debentures, and

               (D) all sums paid or advanced by the Indenture  Trustee under the
          Indenture and the reasonable compensation, expenses, disbursements and
          advances of the  Indenture  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.

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

     The  Holders of at least a Majority  in  Liquidation  Amount of the Capital
Securities  may, on behalf of the Holders of all the Capital  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  Indenture  Trustee) or a default in
respect of a covenant or provision which under the Indenture  cannot be modified
or  amended  without  the  consent  of the  holder  of each  outstanding  Junior
Subordinated  Debenture.  No such rescission shall affect any subsequent default
or impair any right consequent thereon.

     Upon receipt by the Property  Trustee of written  notice  declaring such an
acceleration,  or rescission  and annulment  thereof,  by Holders of the Capital
Securities, all or part of which is represented by the Global Capital Securities
Certificate,  a record  date shall be

                                       33

<PAGE>

established for determining  Holders of Outstanding  Capital 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  Capital  Securities  remain  Outstanding,  to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 5.1(1)
or 5.1(2) of the  Indenture,  any  Holder of Capital  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
Capital  Securities of such Holder (a "Direct  Action").  Except as set forth in
Sections  5.13(b) and 5.13(c),  the Holders of Capital  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 Holders' Voting Rights.

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

     (b) So long as any Junior Subordinated  Debentures are held by the Property
Trustee on behalf of the Issuer Trust, the Property Trustee shall not (i) direct
the time, method and place of conducting any proceeding for any remedy available
to the  Indenture  Trustee,  or  execute  any  trust or power  conferred  on the
Property Trustee with respect to such Junior Subordinated Debentures, (ii) waive
any past default that may be waived under Section 5.13 of

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<PAGE>

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 Capital  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 Capital  Securities.  The Property Trustee shall not revoke any action
previously  authorized  or  approved  by  a  vote  of  the  Holders  of  Capital
Securities,  except by a subsequent  vote of the Holders of Capital  Securities.
The Property  Trustee shall notify all Holders of the Capital  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 Capital
Securities,  prior to taking any of the foregoing actions,  the Property Trustee
shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced
in such  matters to the effect that such action will not cause the Issuer  Trust
to be taxable other than as a grantor trust for United States Federal income tax
purposes.

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

SECTION 6.2. Notice of Meetings.

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

SECTION 6.3. Meetings of Holders.

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

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<PAGE>

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

     If a quorum is present at a meeting,  an affirmative vote by the Holders of
record present, in person or by proxy,  holding Capital Securities  representing
at least a Majority in Liquidation  Amount of the Capital Securities held by the
Holders present,  either in person or by proxy, at such meeting shall constitute
the action of the Holders of Capital  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  $50,000.00  of  Liquidation
Amount  represented  by their  Outstanding  Trust  Securities  in respect of any
matter as to which such Holders are entitled to vote.

SECTION 6.5. Proxies, etc.

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

SECTION 6.6. Holder Action by Written Consent.

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

SECTION 6.7. Record Date for Voting and Other Purposes.

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<PAGE>

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

SECTION 6.8. Acts of Holders.

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

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

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

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

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

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<PAGE>

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

SECTION 6.9. Inspection of Records.

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

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

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

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

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

          (b) The execution, delivery and performance by the Property Trustee of
     this Trust Agreement have been duly  authorized by all necessary  corporate
     action on the part of the Property  Trustee;  and this Trust  Agreement has
     been duly executed and delivered by the Property Trustee, and constitutes a
     legal,  valid and binding  obligation of the Property Trustee,  enforceable
     against it in accordance with its terms, subject to applicable  bankruptcy,
     reorganization,  receivership, conservatorship, 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 do not conflict  with or  constitute a breach of the
     certificate of incorporation or by-laws of the Property Trustee.

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<PAGE>

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

          (e) No consent,  approval or authorization of, or registration with or
     notice to, any 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 the trust
     powers and  authority to execute and deliver,  and to carry out and perform
     its obligations under the terms of, this Trust Agreement.

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

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

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

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

SECTION 7.2. Representations and Warranties of Depositor.

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

          (a) The Trust Securities  Certificates  issued at Closing 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

                                       39

<PAGE>

     of Delaware or any political  subdivision  thereof in  connection  with the
     execution,  delivery and performance by either the Property  Trustee or the
     Delaware Trustee, as the case may be, of this Trust Agreement.

                                  ARTICLE VIII

                     THE ISSUER TRUSTEES; THE ADMINISTRATORS

SECTION 8.1. Certain Duties and Responsibilities.

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

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

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<PAGE>

     (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, 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  Capital  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

                                       41

<PAGE>

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

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

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

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

SECTION 8.2. Certain Notices.

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

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

SECTION 8.3. Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

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<PAGE>

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

     (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

                                       43

<PAGE>

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

     (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 neither the Issuer
Trustees nor the Administrators assume any responsibility for their correctness.
The Issuer Trustees and the Administrators  shall not be accountable for the use
or  application  by the  Depositor  of the  proceeds of the Junior  Subordinated
Debentures.

SECTION 8.5. May Hold Securities.

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

SECTION 8.6. Compensation; Indemnity; Fees.

     The Depositor 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);

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<PAGE>

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

     (c) to the fullest  extent  permitted by  applicable  law, to indemnify and
hold  harmless  (i) each  Issuer  Trustee,  (ii) each  Administrator,  (iii) any
Affiliate  of any  Issuer  Trustee,  (iv) any  officer,  director,  shareholder,
employee, representative or agent of any Issuer Trustee, and (v) any employee or
agent of the Issuer Trust,  (referred to herein as an "Indemnified Person") from
and against any loss, damage,  liability,  tax, penalty, expense or claim of any
kind or nature whatsoever  incurred by such Indemnified Person arising out of or
in connection with the creation, operation or dissolution of the Issuer Trust or
any act or  omission  performed  or omitted by such  Indemnified  Person in good
faith on behalf of the  Issuer  Trust and in a manner  such  Indemnified  Person
reasonably  believed  to be within  the  scope of  authority  conferred  on such
Indemnified  Person by this Trust Agreement,  except that no Indemnified  Person
shall be  entitled  to be  indemnified  in respect of any loss,  damage or claim
incurred  by  such  Indemnified  Person  by  reason  of  negligence  or  willful
misconduct with respect to such acts or omissions.

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

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

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

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

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     (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
$50,000,000.00  If any such  Person  publishes  reports  of  condition  at least
annually, pursuant to law or to the requirements of its supervising or examining
authority,  then for the  purposes of this  Section,  the  combined  capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent  report of condition so  published.  If at any time
the  Property  Trustee with  respect to the Trust  Securities  shall cease to be
eligible in accordance  with the  provisions  of this  Section,  it shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article  VIII.  At the time of  appointment,  the  Property  Trustee  must  have
securities  rated in one of the three highest rating  categories by a nationally
recognized statistical rating organization.

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

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

SECTION 8.8. Conflicting Interests.

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

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

SECTION 8.9. Co-Trustees and Separate Trustee.

     Unless an Event of Default  shall have occurred and be  continuing,  at any
time or times,  for the purpose of meeting the legal  requirements  of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located,  the Property  Trustee shall have power to appoint,  and
upon  the  written  request  of the  Property  Trustee,  the  Depositor  and the
Administrators  shall for such  purpose  join with the  Property  Trustee in the
execution, delivery, and performance of all instruments and agreements necessary
or proper to  appoint,  one or more  Persons  approved by the  Property  Trustee
either to act as co-trustee,  jointly with the Property  Trustee,  of all or any
part of such Trust Property, or to the extent required

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<PAGE>

by law to act as separate trustee of any such property, in either case with such
powers as may be provided in the instrument of appointment,  and to vest in such
Person or Persons in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable,  subject to the other provisions of this Section.
Any  co-trustee  or separate  trustee  appointed  pursuant to this Section shall
either be (i) a natural person who is at least 21 years of age and a resident of
the United States or (ii) a legal entity with its principal place of business in
the United States that shall act through one or more persons  authorized to bind
such entity.

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

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

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

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

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

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

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

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

SECTION 8.10. Resignation and Removal; Appointment of Successor.

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

     Subject to the  immediately  preceding  paragraph,  a Relevant  Trustee may
resign at any time by giving written  notice thereof to the Holders.  The Holder
of the Common  Securities  shall appoint a successor by requesting from at least
three Persons meeting the eligibility  requirements  its expenses and charges to
serve as the  successor  trustee on a form provided by the  Administrators,  and
selecting  the  Person who agrees to the lowest  expenses  and  charges.  If the
instrument of acceptance by the successor trustee required by Section 8.11 shall
not have been delivered to the Relevant  Trustee within 60 days after the giving
of such notice of resignation, the Relevant Trustee may petition, at the expense
of the Issuer Trust, any court of the State of Delaware for the appointment of a
successor Relevant Trustee.

     The Property Trustee or the Delaware Trustee may be removed at any time (i)
for cause  (including  upon the  occurrence of an Event of Default  described in
subparagraph (5) of the definition thereof with respect to the Relevant Trustee)
by the Holder of the Common Securities,  or (ii) if a Debenture Event of Default
shall have  occurred and be  continuing at any time, by Act of the Holders of at
least a Majority in Liquidation Amount of the Capital  Securities,  delivered to
the  Relevant  Trustee (in its  individual  capacity and on behalf of the Issuer
Trust).

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

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<PAGE>

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

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

SECTION 8.11. Acceptance of Appointment by Successor.

     In case of the appointment  hereunder of a successor Relevant Trustee,  the
retiring Relevant Trustee and each such successor Relevant Trustee (if requested
by  the  Depositor)  with  respect  to  the  Trust   Securities  shall  execute,
acknowledge  and deliver an amendment  hereto  wherein each  successor  Relevant
Trustee  shall  accept  such  appointment  and  which  (a)  shall  contain  such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each  successor  Relevant  Trustee all the rights,  powers,  trusts and
duties of the retiring Relevant Trustee with respect to the Trust Securities and
the Issuer Trust,  and (b) shall add to or change any of the  provisions of this
Trust  Agreement  as  shall  be  necessary  to  provide  for or  facilitate  the
administration of the Issuer Trust by more than one Relevant  Trustee,  it being
understood  that  nothing  herein or in such  amendment  shall  constitute  such
Relevant  Trustee a  co-trustee,  and upon the  execution  and  delivery of such
amendment,  the  resignation or removal of the retiring  Relevant  Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee,  without any further act, deed or conveyance,  shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Issuer Trust or any successor  Relevant  Trustee such retiring
Relevant  Trustee  shall duly  assign,  transfer  and deliver to such  successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Trust Securities and the
Issuer Trust.

     Upon request of any such successor Relevant Trustee, the Issuer Trust shall
execute  any and all  instruments  for more fully and  certainly  vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the preceding paragraph.

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

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

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

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

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

SECTION 8.14. Trustee May File Proofs of Claim.

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

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<PAGE>

arrangement,  adjustment or compensation  affecting the Trust  Securities or the
rights of any Holder  thereof or to authorize  the  Property  Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 8.15. Reports by Property Trustee.

     (a) Not later than  January 31 of each year  commencing  with  January  31,
2003,  the Property  Trustee shall  transmit to all Holders in  accordance  with
Section 10.8, and to the Depositor,  a brief report dated as of the  immediately
preceding December 31 with respect to:

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

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

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

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

SECTION 8.16. Reports to the Property Trustee.

     The  Depositor and the  Administrators  on behalf of the Issuer Trust shall
provide to the  Property  Trustee such  documents,  reports and  information  as
required or specified by Section 314 of the Trust  Indenture  Act (if any and to
the extent applicable) and the compliance  certificate  required or specified by
Section 314(a) of the Trust  Indenture Act in the form, in the manner and at the
times set forth in Section 314 of the Trust Indenture Act. The Depositor and the
Administrators  shall  annually  file with the  Property  Trustee a  certificate
specifying whether such Person is in compliance with all the terms and covenants
applicable to such Person hereunder.

SECTION 8.17. Evidence of Compliance with Conditions Precedent.

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

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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;  provided,  however,  the
Property Trustee and the Delaware Trustee may be the same Person, in which case,
the number of Issuer Trustees may be one.

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

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

SECTION 8.19. Delegation of Power.

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

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

SECTION 8.20. Appointment of Administrators.

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

     (b) Whenever a vacancy in the number of Administrators  shall occur,  until
such vacancy is filled by the appointment of an Administrator in accordance with
this Section 8.20, the Administrators in office, regardless of their number (and
notwithstanding  any other

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<PAGE>

provision  of  this  Agreement),  shall  have  all  the  powers  granted  to the
Administrators   and  shall   discharge   all  the  duties   imposed   upon  the
Administrators by this Trust Agreement.

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

     Except as otherwise provided in this Trust Agreement, or by applicable law,
any one Administrator may execute any document or otherwise take any action that
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
July 1, 2033 (the "Expiration Date"), and thereafter the Trust Property shall be
distributed in accordance with Section 9.4.

SECTION 9.2. Early Dissolution.

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

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

     (b) the written  direction to the  Property  Trustee from the Holder of the
Common  Securities at any time to dissolve the Issuer Trust and, after paying or
making  reasonable  provision to pay all charges and  obligations  of the Issuer
Trust in accordance with Section 3808(e) of the Delaware  Business Trust Act, to
distribute  the Junior  Subordinated  Debentures  to Holders in exchange for the
Trust Securities  (which  direction,  subject to Section 9.4(a), is optional and
wholly within the discretion of the Holder of the Common Securities);

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<PAGE>

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

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

SECTION 9.3. Termination.

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

SECTION 9.4. Liquidation.

     (a) If an Early  Termination  Event  specified in clause (a), (b) or (d) of
Section  9.2  occurs or upon the  Expiration  Date,  the Issuer  Trust  shall be
wound-up and liquidated by the Property Trustee as expeditiously as the Property
Trustee  determines  to be  possible  by  distributing,  after  paying or making
reasonable  provision to pay all claims and  obligations  of the Issuer Trust in
accordance  with  Section  3808(e) of the Delaware  Business  Trust Act, to each
Holder a Like  Amount of Junior  Subordinated  Debentures,  subject  to  Section
9.4(d).  Notice  of  liquidation  shall  be  given by the  Property  Trustee  by
first-class  mail,  postage  prepaid,  mailed not later than 15 nor more than 45
days prior to the  Liquidation  Date to each Holder of Trust  Securities at such
Holder's  address  appearing  in  the  Securities   Register.   All  notices  of
liquidation shall:

          (i) state the Liquidation Date;

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

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

     (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

                                       54

<PAGE>

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 Capital Securities or its nominee, as the registered
Holder of the Global Capital Securities Certificates, shall receive a registered
global  certificate  or  certificates   representing  the  Junior   Subordinated
Debentures  to be  delivered  upon such  distribution  with  respect  to Capital
Securities  held by the  Clearing  Agency  or its  nominee,  and (iii) any Trust
Securities  Certificates  not  held  by the  Clearing  Agency  for  the  Capital
Securities  or its nominee as  specified  in clause (ii) above will be deemed to
represent Junior Subordinated  Debentures having a principal amount equal to the
stated  Liquidation  Amount  of the Trust  Securities  represented  thereby  and
bearing  accrued and unpaid  interest in an amount equal to the  accumulated and
unpaid  Distributions  on such  Trust  Securities  until such  certificates  are
presented to the Securities Registrar for transfer or reissuance.

     (d) If,  notwithstanding  the other provisions of this Section 9.4, whether
because of an order for dissolution entered by a court of competent jurisdiction
or  otherwise,  distribution  of  the  Junior  Subordinated  Debentures  is  not
practical,  or if any Early Termination Event specified in clause (c) of Section
9.2 occurs, the Issuer Trust shall be dissolved, and the Trust Property shall be
liquidated,  by the  Property  Trustee in such  manner as the  Property  Trustee
determines.  In such event,  on the date of the dissolution of the Issuer Trust,
Holders  will be  entitled  to receive  out of the  assets of the  Issuer  Trust
available  for  distribution  to  Holders,  after  paying or  making  reasonable
provision to pay all claims and  obligations  of the Issuer Trust in  accordance
with Section 3808(e) of the Delaware  Business Trust Act, an amount equal to the
aggregate of Liquidation  Amount per Trust Security plus  accumulated and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution").  If, upon any such dissolution, the Liquidation Distribution can
be paid only in part because the Issuer Trust has insufficient  assets available
to pay in full the aggregate Liquidation Distribution, then, subject to the next
succeeding  sentence,  the  amounts  payable  by the  Issuer  Trust on the Trust
Securities shall be paid on a pro rata basis (based upon  Liquidation  Amounts).
The Holder of the Common  Securities  will be  entitled  to receive  Liquidation
Distributions upon any such dissolution, pro rata (determined as aforesaid) with
Holders of Capital  Securities,  except that, if a Debenture Event of Default in
Sections  5.1(1) or 5.1(2) of the Indenture has occurred and is continuing,  the
Capital  Securities shall have a priority over the Common Securities as provided
in Section 4.3.

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

     The Issuer Trust may not merge with or into, consolidate, amalgamate, or be
replaced  by,  or  convey,   transfer  or  lease  its   properties   and  assets
substantially as an entirety to, any entity, except pursuant to this Section 9.5
or Section 9.4. At the request of the Holder of the Common Securities,  and with
the consent of the Holders of at least a Majority in  Liquidation  Amount of the
Capital Securities,  but without the consent of the Issuer Trustees,  the Issuer
Trust

                                       55

<PAGE>

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  that (i) such
successor  entity either (a)  expressly  assumes all of the  obligations  of the
Issuer Trust with respect to the Capital  Securities or (b)  substitutes for the
Capital  Securities other securities having  substantially the same terms as the
Capital Securities (the "Successor Capital Securities") so long as the Successor
Capital Securities have the same priority as the Capital Securities with respect
to distributions and payments upon liquidation, redemption and otherwise, (ii) a
trustee of such  successor  entity  possessing the same powers and duties as the
Property Trustee is appointed to hold the Junior Subordinated Debentures,  (iii)
such merger, consolidation,  amalgamation,  replacement, conveyance, transfer or
lease does not cause the Capital  Securities  (including  any Successor  Capital
Securities) to be downgraded by any  nationally  recognized  statistical  rating
organization,  if such  Capital  Securities  have been rated by such  nationally
recognized  statistical rating  organization,  (iv) such merger,  consolidation,
amalgamation,  replacement,  conveyance,  transfer  or lease does not  adversely
affect the  rights,  preferences  and  privileges  of the holders of the Capital
Securities (including any Successor Capital Securities) in any material respect,
(v) such successor entity has a purpose  substantially  identical to that of the
Issuer  Trust,   (vi)  prior  to  such  merger,   consolidation,   amalgamation,
replacement,  conveyance,  transfer or lease,  the Issuer  Trust has received an
Opinion of Counsel  from a firm  experienced  in such matters to the effect that
(a) such merger, consolidation,  amalgamation, replacement, conveyance, transfer
or lease does not adversely affect the rights  preferences and privileges of the
holders of the Capital Securities  (including any Successor Capital  Securities)
in  any  material  respect,  and  (b)  following  such  merger,   consolidation,
amalgamation,  replacement,  conveyance,  transfer or lease,  neither the Issuer
Trust nor such  successor  entity will be required to register as an "investment
company"  under  the  Investment  Company  Act and (vii)  the  Depositor  or any
permitted  transferee to whom it has transferred the Common Securities hereunder
owns all of the common  securities of such  successor  entity and guarantees the
obligations of such successor  entity under the Capital  Securities or Successor
Capital   Securities  at  least  to  the  extent   provided  by  the  Guarantee.
Notwithstanding  the  foregoing,  the Issuer  Trust  shall not,  except with the
consent of  Holders of 100% in  Liquidation  Amount of the  Capital  Securities,
consolidate,  amalgamate,  merge  with or into,  or be  replaced  by or  convey,
transfer or lease its properties and assets substantially as an entirety to, any
other entity or permit any other entity to consolidate,  amalgamate,  merge with
or into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance,  transfer  or lease would  cause the Issuer  Trust or the  successor
entity to be taxable  other than as a grantor  trust for United  States  Federal
income tax purposes.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

SECTION 10.1. Limitation of Rights of Holders.

     Except  as  set  forth  in  Section  9.2,  the   bankruptcy,   dissolution,
termination, death or incapacity of any Person having an interest, beneficial or
otherwise,  in Trust  Securities  shall not  operate  to  terminate  this  Trust
Agreement,  nor entitle the legal or personal  representatives  or

                                       56

<PAGE>

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

SECTION 10.2. Amendment.

     (a) This Trust  Agreement may be amended from time to time by the Holder of
the  Common  Securities,  without  the  consent  of any  Holder  of the  Capital
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, such amendment shall not adversely affect in any
material respect the interests of any Holder or (ii) to modify, eliminate or add
to any  provisions of this Trust  Agreement to such extent as shall be necessary
to ensure  that the Issuer  Trust  will not be  taxable  other than as a grantor
trust for United States  Federal  income tax purposes at any time that any Trust
Securities  are  Outstanding  or to ensure  that the  Issuer  Trust  will not be
required to register as an investment company under the Investment Company Act.

     (b) Except as provided in Section  10.2(c)  hereof,  any  provision of this
Trust  Agreement may be amended by the Holder of the Common  Securities with (i)
the  consent  of Holders of at least a  Majority  in  Liquidation  Amount of the
Capital  Securities  and (ii)  receipt by the Issuer  Trustees  of an Opinion of
Counsel to the effect that such  amendment or the exercise of any power  granted
to the Issuer  Trustees in accordance  with such  amendment  will not affect the
Issuer Trust's being taxable as a grantor trust for United States Federal income
tax  purposes or the Issuer  Trust's  exemption  from  status of an  "investment
company" under the Investment Company Act.

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

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

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

                                       57

<PAGE>

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

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

SECTION 10.3. Separability.

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

SECTION 10.4. Governing Law.

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

                                       58

<PAGE>

THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G)
THE   ESTABLISHMENT  OF  FIDUCIARY  OR  OTHER  STANDARDS  OF  RESPONSIBILITY  OR
LIMITATIONS  ON THE ACTS OR POWERS OF TRUSTEES  THAT ARE  INCONSISTENT  WITH THE
LIMITATIONS OR LIABILITIES OR AUTHORITIES  AND POWERS OF THE ISSUER  TRUSTEES OR
THE  ADMINISTRATOR AS SET FORTH OR REFERENCED IN THIS TRUST  AGREEMENT.  SECTION
3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE ISSUER TRUST.

SECTION 10.5. Payments Due on Non-Business Day.

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

SECTION 10.6. Successors.

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

SECTION 10.7. Headings.

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

SECTION 10.8. Reports, Notices and Demands.

     Any report,  notice, demand or other communication that by any provision of
this Trust  Agreement  is required or permitted to be given or served to or upon
any  Holder  or the  Depositor  may be given or  served in  writing  by  deposit
thereof,  first class postage prepaid,  in the United States mail, hand delivery
or facsimile transmission,  in each case, addressed, (a) in the case of a Holder
of Capital  Securities,  to such  Holder as such  Holder's  name and address may
appear on the Securities  Register;  and (b) in the case of the Holder of Common
Securities or the Depositor,  to Florida Community Banks,  Inc., 1400 North 15th
Street, Immokalee,  Florida 34142, Attention: Thomas V. Ogletree, facsimile no.:
(239)  657-8482 or to such other address as may be specified in a written notice
by the  Depositor  to  the  Property  Trustee.  Such  notice,  demand  or

                                       59

<PAGE>

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

     Any notice,  demand or other  communication  which by any provision of this
Trust  Agreement  is required or  permitted to be given or served to or upon the
Issuer Trust, the Property Trustee, the Delaware Trustee, the Administrators, or
the Issuer Trust shall be given in writing  addressed  (until another address is
published  by the Issuer  Trust) as follows:  (a) with  respect to the  Property
Trustee to  Wilmington  Trust  Company,  1100 North Market  Street,  Wilmington,
Delaware 19890-0001, Attention: Corporate Trust Administration; (b) with respect
to the  Delaware  Trustee  to 1100 North  Market  Street,  Wilmington,  Delaware
19890-0001,  Attention: Corporate Trust Administration;  and (c) with respect to
the  Administrators,  to them at the address above for notices to the Depositor,
marked "Attention:  FCBI Capital Trust I Administrators." 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 other court or otherwise properly contest the filing of such
petition by the Depositor  against the Issuer Trust or the  commencement of such
action and raise the  defense  that the  Depositor  has agreed in writing not to
take such action and should be estopped and  precluded  therefrom and such other
defenses,  if any,  as counsel  for the Issuer  Trustee or the Issuer  Trust may
assert. If any Issuer Trustee or Administrator takes action in violation of this
Section 10.9, the Depositor agrees, for the benefit of the Holders,  that at the
expense of the Depositor,  it shall file an answer with the bankruptcy  court or
otherwise  properly  contest the filing of such petition by such Person  against
the Depositor or the commencement of such action and raise the defense that such
Person has agreed in writing not to take such action and should be estopped  and
precluded  therefrom and such other defenses,  if any, as counsel for the Issuer
Trustee or the Issuer  Trust may assert.  The  provisions  of this  Section 10.9
shall survive the termination of this Trust Agreement.

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

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

                                       60

<PAGE>

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  Capital   Securities  and  the  Common   Securities  as  equity  securities
representing undivided beneficial interests in the assets of the Issuer Trust.

     (b) Lists of Holders of Capital  Securities.  (i) Each of the Depositor and
the  Administrators  on behalf of the Trust shall  provide the Property  Trustee
with such information as is required under Section 312(a) of the Trust Indenture
Act at the times and in the  manner  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, 2003, 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 may be required by Section 315(a)(1)
- (3) (if  any) of the  Trust  Indenture  Act  and the  compliance  certificates
required by Section  314(a)(4) and (c) of the Trust Indenture Act (provided that
any  certificate  to be  provided  pursuant  to Section  314(a)(4)  of the Trust
Indenture  Act shall be provided  within 120 days of the end of each fiscal year
of the Issuer Trust).

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

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

                                       61

<PAGE>

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

                                     * * * *

     This  instrument  may be  executed in any number of  counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.



                                                       [Signatures on Next Page]


                                       63

<PAGE>



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

<TABLE>
<S>                                        <C>       <C>      <C>

                                            FLORIDA COMMUNITY BANKS, INC.,
                                            as Depositor
                                            By:               /s/  Thomas V. Ogletree
                                                     -----------------------------------------------------
                                            Name:    Thomas V. Ogletree
                                            Title:   Chief Financial Officer


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


                                            By:               /s/ Kathleen A. Pedelini
                                                     -----------------------------------------------------
                                            Name:    Kathleen A. Pedelini
                                            Title:   Administrative Account Manager


                                            WILMINGTON TRUST COMPANY,
                                            as Delaware Trustee, and not in its individual capacity


                                            By:               /s/ Kathleen A. Pedelini
                                                     -----------------------------------------------------
                                            Name:    Kathleen A. Pedelini
                                            Title:   Administrative Account Manager

                                                     /s/ Stephen L. Price
----------------------------------------------------------------------------------------------------------
                                            Name:    Stephen L. Price
                                            Title:   Administrator

                                                     /s/ Thomas V. Ogletree
----------------------------------------------------------------------------------------------------------
                                            Name:    Thomas V. Ogletree
                                            Title:   Administrator

</TABLE>



<PAGE>


                                    EXHIBIT A


                              CERTIFICATE OF TRUST
                                       OF
                              FCBI CAPITAL TRUST I





<PAGE>


                                    EXHIBIT B


                        RESTRICTED SECURITIES CERTIFICATE

                      (For transfers pursuant toss. 5.5(b)
                             of the Trust Agreement)


Wilmington Trust Company,
as Security Registrar
1100 North Market Street
Wilmington, Delaware  19890-0001
Attention:        Corporate Trust Administration

                Re:      Floating Rate Capital Securities ("Capital Securities")
                                                           --------------------
                         of FCBI Capital Trust I (the "Trust")
                                                  -----------


     Reference is made to the Amended and Restated Trust Agreement,  dated as of
June ___, 2002 (the "Trust Agreement"),  among Florida Community Banks, Inc., as
Depositor,  Wilmington  Trust  Company,  as  Property  Trustee  and as  Delaware
Trustee,  the Administrators named therein, and the Holders (as defined therein)
from time to time.  Terms used herein and defined in the Trust  Agreement  or in
Regulation D, Rule 144A or Rule 144 under the U.S.  Securities  Act of 1933 (the
"Securities Act") are used herein as so defined.

     This certificate  relates to $__________  aggregate  Liquidation  Amount of
Capital  Securities,  which are evidenced by the following  certificate(s)  (the
"Specified Securities"):

                  CUSIP No(s). _________________________

                  CERTIFICATE No(s). ___________________

                  CURRENTLY IN BOOK-ENTRY FORM: ___Yes ____No (check one)

The person in whose name this certificate is executed below (the  "Undersigned")
hereby  certifies  that  either  (i)  it is the  sole  beneficial  owner  of the
Specified Securities or (ii) it is acting on behalf of all the beneficial owners
of the  Specified  Securities  and is duly  authorized  by  them to do so.  Such
beneficial  owner or owners are referred to herein  collectively as the "Owner."
If the Specified  Securities  are  represented  by a Global  Capital  Securities
Certificate,  they are held  through the  Clearing  Agency or a Clearing  Agency
Participant in the name of the Undersigned, as or on behalf of the Owner. If the
Specified  Securities  are  not  represented  by  a  Global  Capital  Securities
Certificate, they are registered in the name of the Undersigned, as or on behalf
of the Owner.

     The Owner has requested  that the Specified  Securities be transferred to a
person (the  "Transferee")  who will take  delivery in the form of a  Restricted
Capital Security.  In

<PAGE>

connection  with such transfer,  the Owner hereby  certifies  that,  unless such
transfer is being effected pursuant to an effective registration statement under
the Securities  Act, it is being effected in accordance with Rule 144A, Rule 904
or Rule 144 under the Securities Act or other exemption from registration  under
the  Securities  Act, and all  applicable  securities  laws of the states of the
United States and other  jurisdictions.  Accordingly,  the Owner hereby  further
certifies as follows:

     1. Rule 144A  Transfers.  If the transfer is being  effected in  accordance
with Rule 144A:

          (A) the Specified  Securities  are being  transferred to a person that
     the Owner and any  person  acting on its  behalf  reasonably  believe  is a
     "qualified  institutional buyer" within the meaning of Rule 144A, acquiring
     for its own account or for the account of a qualified  institutional buyer;
     and

          (B)  the  Owner  and  any  person  acting  on its  behalf  have  taken
     reasonable  steps to ensure that the Transferee is aware that the Owner may
     be relying on Rule 144A in connection with the transfer.

     2. Rule 904 Transfers. If the transfer is being effected in accordance with
Rule 904:

          (A) the  Owner is not a  distributor  of the  Capital  Securities,  an
     affiliate of the Depositor or the Trust or any such distributor or a person
     acting on behalf of any of the foregoing;

          (B) the offer of the Specified  Securities was not made to a person in
     the United States;

          (C) either:

               (i) at the time the buy order was originated,  the Transferee was
          outside  the United  States or the Owner and any person  acting on its
          behalf reasonably  believed that the Transferee was outside the United
          States, or

               (ii) the  transaction  is being  executed  in, on or through  the
          facilities of the Eurobond market,  as regulated by the Association of
          International Bond Dealers,  or another designated offshore securities
          market and neither the Owner nor any person acting on its behalf knows
          that the transaction has been  prearranged  with a buyer in the United
          States;

          (D) no  directed  selling  efforts  within the  meaning of Rule 902 of
     Regulation  S have  been made in the  United  States by or on behalf of the
     Owner or any affiliate thereof; and

                                       2
<PAGE>

          (E) the  transaction  is not part of a plan or  scheme  to  evade  the
     registration requirements of the Securities Act.

     3. Rule 144 Transfers.  If the transfer is being effected  pursuant to Rule
144:

          (A) the transfer is occurring  after a holding  period of at least one
     year (computed in accordance with paragraph (d) of Rule 144 or such shorter
     time as may be provided  therein) has elapsed  since the date the Specified
     Securities  were  acquired  from  the  Depositor  or the  Trust  or from an
     affiliate  (as such term is  defined in Rule 144) of the  Depositor  or the
     Trust,  with the full  amount  of the  purchase  price  paid at the date of
     purchase,  whichever is later, and is being effected in accordance with the
     applicable  amount,  manner of sale and notice  requirements  of paragraphs
     (c), (e), (f) and (h) of Rule 144; or

          (B) the transfer is occurring  after a holding  period of at least two
     years (or such  shorter  time as may be provided in Rule 144(k) has elapsed
     since the date the Specified Securities were acquired from the Depositor or
     the Trust or from an affiliate (as such term is defined in Rule 144) of the
     Depositor or the Trust,  with the full amount of the purchase price paid at
     the date of purchase,  whichever is later, and the Owner is not, and during
     the  preceding  three months has not been, an affiliate of the Depositor or
     the Trust.

     4. Other  Transfers.  If the Owner  seeks to make a transfer in reliance on
any other  exemption  under the Securities  Act, it shall attach hereto a letter
stating the  exemption  relied upon and the facts under which such  exemption is
available  for the  requested  transfer,  and shall attach an opinion of counsel
satisfactory  to the Depositor  stating that such  exemption is available and is
being properly used.

     This  certificate  and the  statements  contained  herein are made for your
benefit and the benefit of the Depositor, the Trust and the Holders.
<TABLE>
<S>                                     <C>      <C>

Dated:________________                  ____________________________________________________________________
                                        (Print the name of the  Undersigned,  as such term is defined in the
                                        second paragraph of this certificate.)

                                        By:      ___________________________________________________________
                                        Name:    ___________________________________________________________
                                        Title:   ___________________________________________________________

                                        (If the Undersigned is a corporation,
                                        partnership, fiduciary or entity, the
                                        correct name of the entity, and the name
                                        and title of the person signing on
                                        behalf of the Undersigned must be
                                        stated.)
</TABLE>



                                        3
<PAGE>


                                    EXHIBIT C


                      FORM OF COMMON SECURITIES CERTIFICATE








<PAGE>



ATL01/11201267v3
                                    EXHIBIT D


                     FORM OF CAPITAL SECURITIES CERTIFICATE




<PAGE>



ATL01/11201267v3

                                    EXHIBIT E

                           FORM OF PLACEMENT AGREEMENT