<PAGE>

                                                                    EXHIBIT 10.1

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      AMONG

                       SOUTHERN COMMUNITY BANCSHARES, INC.
                                  AS DEPOSITOR,

                            WILMINGTON TRUST COMPANY
                              AS PROPERTY TRUSTEE,

                            WILMINGTON TRUST COMPANY,
                            AS DELAWARE TRUSTEE, AND

                                 GARY D. MCGAHA
                                LESLYE L. GRINDLE
                                       AND
                                FRED L. FAULKNER
                                AS ADMINISTRATORS

                           DATED AS OF APRIL 28, 2004

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

                              SCBI CAPITAL TRUST I

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

<PAGE>

                              SCBI CAPITAL TRUST I

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

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

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

                                      -i-
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<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.   Authorization to Issue Additional Trust Securities; Authorization to
                     Subscribe and Purchase Additional Junior Subordinated Debentures............   14
      SECTION 2.7.   Declaration of Trust........................................................   14
      SECTION 2.8.   Authorization to Enter into Certain Transactions............................   14
      SECTION 2.9.   Assets of Trust.............................................................   17
      SECTION 2.10.  Title to Trust Property.....................................................   18

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

ARTICLE IV           DISTRIBUTIONS; REDEMPTION...................................................   18
      SECTION 4.1.   Distributions...............................................................   18
      SECTION 4.2.   Redemption..................................................................   20
      SECTION 4.3.   Subordination of Common Securities..........................................   22
      SECTION 4.4.   Payment Procedures..........................................................   22
      SECTION 4.5.   Tax Returns and Reports.....................................................   23
      SECTION 4.6.   Payment of Taxes, Duties, Etc. of the Issuer Trust..........................   23
      SECTION 4.7.   Payments under Indenture or Pursuant to Direct Actions......................   23
      SECTION 4.8.   Liability of the Holder of Common Securities................................   23

ARTICLE V            TRUST SECURITIES CERTIFICATES...............................................   24
      SECTION 5.1.   Initial Ownership...........................................................   24
      SECTION 5.2.   The Trust Securities Certificates...........................................   24
      SECTION 5.3.   Execution and Delivery of Trust Securities Certificates.....................   24
      SECTION 5.4.   Global Capital Securities...................................................   25
      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..........   30
      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.................................................   31
      SECTION 5.11.  Ownership of Common Securities by Depositor.................................   31
      SECTION 5.12.  Notices to Clearing Agency..................................................   32
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<S>                                                                                                 <C>
      SECTION 5.13.  Rights of Holders...........................................................   32

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...............................................................   36
      SECTION 6.5.   Proxies, etc................................................................   36
      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.............................................................   37
      SECTION 6.9.   Inspection of Records.......................................................   38

ARTICLE VII          REPRESENTATIONS AND WARRANTIES..............................................   38
      SECTION 7.1.   Representations and Warranties of the Property Trustee and the
                     Delaware Trustee............................................................   38
      SECTION 7.2.   Representations and Warranties of Depositor.................................   39

ARTICLE VIII         THE ISSUER TRUSTEES; THE ADMINISTRATORS.....................................   40
      SECTION 8.1.   Certain Duties and Responsibilities.........................................   40
      SECTION 8.2.   Certain Notices.............................................................   42
      SECTION 8.3.   Certain Rights of Property Trustee..........................................   42
      SECTION 8.4.   Not Responsible for Recitals or Issuance of Securities......................   44
      SECTION 8.5.   May Hold Securities.........................................................   44
      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.......................................................   46
      SECTION 8.9.   Co-Trustees and Separate Trustee............................................   46
      SECTION 8.10.  Resignation and Removal; Appointment of Successor...........................   47
      SECTION 8.11.  Acceptance of Appointment by Successor......................................   49
      SECTION 8.12.  Merger, Conversion, Consolidation or Succession to Business.................   49
      SECTION 8.13.  Preferential Collection of Claims Against Depositor or Issuer Trust.........   50
      SECTION 8.14.  Trustee May File Proofs of Claim............................................   50
      SECTION 8.15.  Reports by Property Trustee.................................................   50
      SECTION 8.16.  Reports to the Property Trustee.............................................   51
      SECTION 8.17.  Evidence of Compliance with Conditions Precedent............................   51
      SECTION 8.18.  Number of Issuer Trustees...................................................   51
      SECTION 8.19.  Delegation of Power.........................................................   52
      SECTION 8.20.  Appointment of Administrators...............................................   52

ARTICLE IX           DISSOLUTION, LIQUIDATION AND MERGER.........................................   53
      SECTION 9.1.   Dissolution Upon Expiration Date............................................   53
      SECTION 9.2.   Early Dissolution...........................................................   53
      SECTION 9.3.   Termination.................................................................   53
      SECTION 9.4.   Liquidation.................................................................   54
</TABLE>

                                      -iii-
<PAGE>

<TABLE>
<S>                                                                                                 <C>
      SECTION 9.5.   Mergers, Consolidations, Amalgamations or Replacements of the
                     Issuer Trust................................................................   55

ARTICLE X            MISCELLANEOUS PROVISIONS....................................................   56
      SECTION 10.1.  Limitation of Rights of Holders.............................................   56
      SECTION 10.2.  Amendment...................................................................   56
      SECTION 10.3.  Separability................................................................   57
      SECTION 10.4.  Governing Law...............................................................   58
      SECTION 10.5.  Payments Due on Non-Business Day............................................   58
      SECTION 10.6.  Successors..................................................................   59
      SECTION 10.7.  Headings....................................................................   59
      SECTION 10.8.  Reports, Notices and Demands................................................   59
      SECTION 10.9.  Agreement Not to Petition...................................................   60
      SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act......................   60
      SECTION 10.11. Acceptance of Terms of Trust Agreement, Guarantee and Indenture.............   61

Exhibit A.           Certificate of Trust........................................................    1

Exhibit B.           Form of Restricted Securities Certificate...................................    1

Exhibit C.           Form of Common Securities Certificate.......................................    1

Exhibit D.           Form of Capital Securities Certificate......................................    1

Exhibit E.           Form of Placement Agreement.................................................    1
</TABLE>

                                      -iv-
<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

            THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 28,
2004, is by and among (i) Southern Community Bancshares, Inc., a Georgia
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 statutory trust pursuant to the Delaware Statutory
Trust Act by entering into a certain Trust Agreement, dated as of April __, 2004
(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 April __, 2004 (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 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;

                                      -1-
<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 Gary D. McGaha, Leslye L. Grindle and Fred L. Faulkner.

            "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

                                      -2-
<PAGE>

Depositary for such Capital Security, in each case to the extent applicable to
such transaction and as in effect from time to time.

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

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

            (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 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 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 Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 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.

                                      -5-
<PAGE>

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

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

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

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

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

            (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.

                                      -6-
<PAGE>

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

            "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 Statutory
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 SCBI Capital Trust I, a Delaware statutory
trust created under the Delaware Statutory Trust Act.

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

                                      -7-
<PAGE>

            "Junior Subordinated Debentures" means the Depositor's Floating Rate
Junior Subordinated Deferrable Interest Debentures, due June 30, 2034, issued
pursuant to the Indenture.

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

            "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to that portion
of the principal amount of Junior Subordinated Debentures to be
contemporaneously redeemed in accordance with the Indenture, allocated to the
Common Securities and to the 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 Chief Financial Officer, 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;

                                      -8-
<PAGE>

            (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

            (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.

                                      -9-
<PAGE>

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

            "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained 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 Agents" 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 Agents.

            "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,

                                      -10-
<PAGE>

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.

            "Restricted Capital Securities" means all Capital Securities,
including those represented by a Capital Securities Certificate, that are
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

                                      -11-
<PAGE>

Opinion of 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 "SCBI 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, 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 the Depositor. The principal executive office

                                      -12-
<PAGE>

of the Issuer Trust is in care of Southern Community Bancshares, Inc., 525 North
Jeff Davis Drive, Fayetteville, Georgia, 30214 Attention: Ms. Leslye L. Grindle.

            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 Agents 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 112 Capital Securities having an aggregate Liquidation
Amount of $5,600,000.00, against receipt of the aggregate purchase price of such
Capital Securities of $5,600,000.00 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, Common Securities Certificates, registered in
the name of the Depositor, having an aggregate Liquidation Amount of $174,000
against receipt of the aggregate purchase price of such Common Securities of
$174,000 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
$5,774,000, 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 $5,774,000 (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. AUTHORIZATION TO ISSUE ADDITIONAL TRUST SECURITIES;
AUTHORIZATION TO SUBSCRIBE AND PURCHASE ADDITIONAL JUNIOR SUBORDINATED
DEBENTURES.

            During the period ending 90 days following the date of the
Confidential Offering Memorandum, dated as of April 28, 2004, the
Administrators, acting unanimously on behalf of the Issuer Trust, at their
discretion, may cause the Issuer Trust to issue additional Capital Securities
and Common Securities on the same terms and in the manner and relative
proportions set forth in Sections 2.4 and 2.5; provided, however, that any such
additional issuance of Trust Securities shall occur contemporaneously with the
issuance by the Depositor of additional Junior Subordinated Debentures on the
same terms and in the manner set forth in Section 2.5, which shall be subscribed
for and purchased by an Administrator on behalf of the Issuer Trust, having an
aggregate Liquidation Amount equal to the Aggregate Liquidation Amount of the
additional Trust Securities to be issued. The amount of any issuance of
additional Trust Securities by the Issuer Trust, or of additional Junior
Subordinated Debentures by the Depositor, is unlimited.

            SECTION 2.7. 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 Statutory
Trust Act and for taking such actions as are required to be taken by a Delaware
trustee under the Delaware Statutory Trust Act.

            SECTION 2.8. 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:

                                      -14-
<PAGE>

                  (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;

                        (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;

                                      -15-
<PAGE>

                        (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 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 2.8(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.

                                      -16-
<PAGE>

            (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 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 2.9. ASSETS OF TRUST.

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

                                      -17-
<PAGE>

            SECTION 2.10. 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.

            (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, 2004. If any date on which a Distribution is
      otherwise payable on the Trust Securities is not a Business Day, then the

                                      -18-
<PAGE>

      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, September
      and December, as applicable, plus 12.5 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 June 30, 2034, 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).

                                      -19-
<PAGE>

            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 Securities Register. All notices of
redemption shall state:

                  (i)   the Redemption Date;

                  (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

                                      -20-
<PAGE>

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 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

                                      -21-
<PAGE>

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, 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

                                      -22-
<PAGE>

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 (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.

                                      -23-
<PAGE>

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

            SECTION 5.1. INITIAL OWNERSHIP.

            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 Trust 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 in authorized denominations upon the written order
of the Trust, executed by an Administrator thereof, without further corporate
action by the Depositor.

                                      -24-
<PAGE>

            SECTION 5.4. GLOBAL CAPITAL SECURITIES.

            (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 Securities
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 Security
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,

                                      -25-
<PAGE>

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.

            (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 Restricted Capital 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 Securities
            Registrar of (A) such Restricted Capital Security as provided in
            Section 5.5(a) and instructions satisfactory to the Securities
            Registrar directing that a beneficial interest in the

                                      -27-
<PAGE>

            Global Capital Security in a specified 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 Securities 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 Capital 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 Capital Security that is not a
            Global Capital Security as provided in Section 5.5(a), provided that
            if the Capital 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
            Capital Security. A beneficial interest in the Global Capital
            Security may be exchanged for a Capital Security that is not a
            Global Capital Security only as provided in Section 5.4.

                  (iv)  Certain Initial Transfers of Non-Global Capital
            Securities. In the case of Capital Securities initially issued other
            than in global form, an initial transfer or exchange of such Capital
            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 Capital 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,
            Capital 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 Capital 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 Capital Securities for any purpose, including but not limited
            to the receipt of interest payable on such Capital

                                      -28-
<PAGE>

            Securities, such transferee shall be deemed to have no interest
            whatsoever in such Capital Securities, and the Securities Registrar
            shall not record any such transfer in the Securities Register.

            (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 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.

                                      -29-
<PAGE>

            SECTION 5.6. MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES.

            If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrators such security, 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.

                                      -30-
<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 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

                                      -31-
<PAGE>

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 2.10,
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 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:

                                      -32-
<PAGE>

                  (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 that 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 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

                                      -33-
<PAGE>

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
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

                                      -34-
<PAGE>

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.

            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.

                                      -35-
<PAGE>

            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 that 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.

            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

                                      -36-
<PAGE>

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.

            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

                                      -37-
<PAGE>

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.

            (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.

                                      -38-
<PAGE>

            (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 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.

                                      -39-
<PAGE>

                                  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.

            (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

                                      -40-
<PAGE>

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 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

                                      -41-
<PAGE>

      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:

            (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;

                                      -42-
<PAGE>

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

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

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

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

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

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

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

                                      -43-
<PAGE>

            (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);

            (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,

                                      -44-
<PAGE>

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.

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

                                      -45-
<PAGE>

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 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

                                      -46-
<PAGE>

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.

            (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

                                      -47-
<PAGE>

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 such Persons' 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.

            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

                                      -48-
<PAGE>

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.

            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.

                                      -49-
<PAGE>

            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, 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, 2005, 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:

                                      -50-
<PAGE>

                  (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 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.

                                      -51-
<PAGE>

            (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
2.8(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 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.

                                      -52-
<PAGE>

                                   ARTICLE IX

                       DISSOLUTION, LIQUIDATION AND MERGER

            SECTION 9.1. DISSOLUTION UPON EXPIRATION DATE.

            Unless earlier dissolved, the Issuer Trust shall automatically
dissolve on June 30, 2035 (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 Statutory 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);

            (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.

                                      -53-
<PAGE>

            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 Statutory 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 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.

                                      -54-
<PAGE>

            (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 Statutory 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 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,

                                      -55-
<PAGE>

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 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.

                                      -56-
<PAGE>

            (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 that imposes any additional
obligation on the Depositor or the Administrators.

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

            (g)   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.

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<PAGE>

            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 STATUTORY 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 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.

                                      -58-
<PAGE>

            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 Southern Community Bancshares, Inc., 525
North Jeff Davis Drive, Fayetteville, Georgia, 30214, Attention: Ms. Leslye L.
Grindle, facsimile no.: (770) 460-4567 or to such other address as may be
specified in a written notice by the Depositor to the Property Trustee. Such
notice, demand or other communication to or upon a Holder shall be deemed to
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: SCBI 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.

                                      -59-
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            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 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, 2005, 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

                                      -60-
<PAGE>

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.

            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.

                                     * * * *

                                      -61-
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            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]

                                      -62-
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            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.

                        SOUTHERN COMMUNITY BANCSHARES, INC.,

                        as Depositor

                        By: ____________________________________________________
                        Name:  Leslye L. Grindle
                        Title: Chief Financial Officer

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

                        By: ____________________________________________________
                        Name:
                        Title:

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

                        By: ____________________________________________________
                        Name:
                        Title:

                        ________________________________________________________
                        Name:  Gary D. McGaha
                        Title: Administrator

                        ________________________________________________________
                        Name:  Leslye D. Gindle
                        Title: Administrator

                        ________________________________________________________
                        Name:  Fred L. Faulkner
                        Title: Administrator

                                      -63-
<PAGE>

                                    EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                              SCBI CAPITAL TRUST I

                                      -A-1-
<PAGE>

                                    EXHIBIT B

                        RESTRICTED SECURITIES CERTIFICATE

                    (FOR TRANSFERS PURSUANT TO SECTION 5.5(b)
                             OF THE TRUST AGREEMENT)

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

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

            Reference is made to the Amended and Restated Trust Agreement, dated
as of April __, 2004 (the "Trust Agreement"), among Southern Community
Bancshares, 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.

                                      -B-1-
<PAGE>

            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 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;

                                      -B-2-
<PAGE>

            (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

            (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.

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.)

                                      -B-3-
<PAGE>

                                    EXHIBIT C

                      FORM OF COMMON SECURITIES CERTIFICATE

                                      -C-1-
<PAGE>

                                    EXHIBIT D

                     FORM OF CAPITAL SECURITIES CERTIFICATE

                                      -D-1-
<PAGE>

                                    EXHIBIT E

                           FORM OF PLACEMENT AGREEMENT

                                     -E-1-