Exhibit 4.2






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                      AMENDED AND RESTATED TRUST AGREEMENT

                                      among

                               FIRST BANKS, INC.,
                                  as Depositor


                            WILMINGTON TRUST COMPANY,
                               as Property Trustee




                            WILMINGTON TRUST COMPANY,
                               as Delaware Trustee

                                       and


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                           as Administrative Trustees

                                ________________


                          Dated as of February 23, 2007


                         FIRST BANK STATUTORY TRUST VIII




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<PAGE>

<TABLE>
<CAPTION>


                                                           TABLE OF CONTENTS

                                                                                                                Page


<S>                                                                                                              <C>
ARTICLE I.          Defined Terms.................................................................................1
         SECTION 1.1.        Definitions..........................................................................1

ARTICLE II.         The Trust....................................................................................11
         SECTION 2.1.        Name................................................................................11
         SECTION 2.2.        Office of the Delaware Trustee; Principal Place of Business.........................11
         SECTION 2.3.        Initial Contribution of Trust Property; Fees, Costs and Expenses....................11
         SECTION 2.4.        Purposes of Trust...................................................................11
         SECTION 2.5.        Authorization to Enter into Certain Transactions....................................12
         SECTION 2.6.        Assets of Trust.....................................................................14
         SECTION 2.7.        Title to Trust Property.............................................................15

ARTICLE III.        Payment Account; Paying Agents...............................................................15
         SECTION 3.1.        Payment Account.....................................................................15
         SECTION 3.2.        Appointment of Paying Agents........................................................15

ARTICLE IV.         Distributions; Redemption....................................................................16
         SECTION 4.1.        Distributions.......................................................................16
         SECTION 4.2.        Redemption..........................................................................17
         SECTION 4.3.        Subordination of Common Securities..................................................20
         SECTION 4.4.        Payment Procedures..................................................................21
         SECTION 4.5.        Withholding Tax.....................................................................21
         SECTION 4.6.        Tax Returns and Other Reports.......................................................21
         SECTION 4.7.        Payment of Taxes, Duties, Etc. of the Trust.........................................22
         SECTION 4.8.        Payments under Indenture or Pursuant to Direct Actions..............................22
         SECTION 4.9.        Exchanges...........................................................................22
         SECTION 4.10.       Calculation Agent...................................................................23
         SECTION 4.11.       Certain Accounting Matters..........................................................23

ARTICLE V.          Securities...................................................................................24
         SECTION 5.1.        Initial Ownership...................................................................24
         SECTION 5.2.        Authorized Trust Securities.........................................................24
         SECTION 5.3.        Issuance of the Common Securities; Subscription and Purchase of Notes...............24
         SECTION 5.4.        The Securities Certificates.........................................................25
         SECTION 5.5.        Rights of Holders...................................................................25
         SECTION 5.6.        Book-Entry Preferred Securities.....................................................26
         SECTION 5.7.        Registration of Transfer and Exchange of Preferred Securities Certificates..........28
         SECTION 5.8.        Mutilated, Destroyed, Lost or Stolen Securities Certificates........................29
         SECTION 5.9.        Persons Deemed Holders..............................................................30
         SECTION 5.10.       Cancellation........................................................................30
         SECTION 5.11.       Ownership of Common Securities by Depositor.........................................30
         SECTION 5.12.       Restricted Legends..................................................................31
         SECTION 5.13.       Form of Certificate of Authentication...............................................34

ARTICLE VI.         Meetings; Voting; Acts of Holders............................................................34
         SECTION 6.1.        Notice of Meetings..................................................................34
         SECTION 6.2.        Meetings of Holders of the Preferred Securities.....................................34
         SECTION 6.3.        Voting Rights.......................................................................35
         SECTION 6.4.        Proxies, Etc........................................................................35
         SECTION 6.5.        Holder Action by Written Consent....................................................35
         SECTION 6.6.        Record Date for Voting and Other Purposes...........................................35
         SECTION 6.7.        Acts of Holders.....................................................................35
         SECTION 6.8.        Inspection of Records...............................................................36
         SECTION 6.9.        Limitations on Voting Rights........................................................36
         SECTION 6.10.       Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults.........37

ARTICLE VII.        Representations and Warranties...............................................................39
         SECTION 7.1.        Representations and Warranties of the Property Trustee and the Delaware Trustee.....39
         SECTION 7.2.        Representations and Warranties of Depositor.........................................41

ARTICLE VIII.       The Trustees.................................................................................42
         SECTION 8.1.        Number of Trustees..................................................................42
         SECTION 8.2.        Property Trustee Required...........................................................42
         SECTION 8.3.        Delaware Trustee Required...........................................................42
         SECTION 8.4.        Appointment of Administrative Trustees..............................................43
         SECTION 8.5.        Duties and Responsibilities of the Trustees.........................................43
         SECTION 8.6.        Notices of Defaults and Extensions..................................................45
         SECTION 8.7.        Certain Rights of Property Trustee..................................................45
         SECTION 8.8.        Delegation of Power.................................................................47
         SECTION 8.9.        May Hold Securities.................................................................47
         SECTION 8.10.       Compensation; Reimbursement; Indemnity..............................................48
         SECTION 8.11.       Resignation and Removal; Appointment of Successor...................................49
         SECTION 8.12.       Acceptance of Appointment by Successor..............................................50
         SECTION 8.13.       Merger, Conversion, Consolidation or Succession to Business.........................50
         SECTION 8.14.       Not Responsible for Recitals or Issuance of Securities..............................51
         SECTION 8.15.       Property Trustee May File Proofs of Claim...........................................51
         SECTION 8.16.       Reports to and from the Property Trustee............................................52
<PAGE>

ARTICLE IX.         Termination, Liquidation and Merger..........................................................52
         SECTION 9.1.        Dissolution Upon Expiration Date....................................................52
         SECTION 9.2.        Early Termination...................................................................52
         SECTION 9.3.        Termination.........................................................................53
         SECTION 9.4.        Liquidation.........................................................................53
         SECTION 9.5.        Mergers, Consolidations, Amalgamations or Replacements of Trust.....................54

ARTICLE X.          Information to Purchasers....................................................................56
         SECTION 10.1.       Depositor Obligations to Purchasers.................................................56
         SECTION 10.2.       Property Trustee's Obligations to Purchasers........................................56

ARTICLE XI.         Miscellaneous Provisions.....................................................................56
         SECTION 11.1.       Limitation of Rights of Holders.....................................................56
         SECTION 11.2.       Agreed Tax Treatment of Trust and Trust Securities..................................56
         SECTION 11.3.       Amendment...........................................................................57
         SECTION 11.4.       Separability........................................................................58
         SECTION 11.5.       Governing Law.......................................................................58
         SECTION 11.6.       Successors..........................................................................58
         SECTION 11.7.       Headings............................................................................59
         SECTION 11.8.       Reports, Notices and Demands........................................................59
         SECTION 11.9.       Agreement Not to Petition...........................................................59

Exhibit A     Certificate of Trust of First Bank Statutory Trust VIII
Exhibit B     Form of Common Securities Certificate
Exhibit C     Form of Preferred Securities Certificate
Exhibit D     Junior Subordinated Indenture
Exhibit E     Form of Transferee Certificate to be Executed by Transferees other than QIBs
Exhibit F     Form of Transferor Certificate to be Executed by QIBs
Exhibit G     Form of Officer's Financial Certificate
Exhibit H     Officers' Certificate pursuant to Section 8.16(a)

Schedule A    Calculation of LIBOR
</TABLE>

<PAGE>



          AMENDED AND RESTATED TRUST  AGREEMENT,  dated as of February 23, 2007,
among (i) First Banks, Inc., a Missouri corporation (including any successors or
permitted assigns,  the "Depositor"),  (ii) Wilmington Trust Company, a Delaware
banking  corporation,  as property  trustee  (in such  capacity,  the  "Property
Trustee"),  (iii) Wilmington Trust Company, a Delaware banking  corporation,  as
Delaware trustee (in such capacity,  the "Delaware  Trustee"),  (iv) Terrance M.
McCarthy, an individual,  Peter D. Wimmer, an individual, and Lisa K. Vansickle,
an individual,  each of whose address is c/o First Banks,  Inc., 135 N. Meramec,
Clayton, Missouri 63105, as administrative trustees (in such capacities, each an
"Administrative Trustee" and, collectively,  the "Administrative  Trustees" and,
together with the Property Trustee and the Delaware Trustee, the "Trustees") and
(v) the several Holders, as hereinafter defined.

                                   Witnesseth


          Whereas, the Depositor,  the Property Trustee and the Delaware Trustee
have  heretofore  created a Delaware  statutory  trust  pursuant to the Delaware
Statutory Trust Act by entering into a Trust Agreement, dated as of February 12,
2007 (the  "Original  Trust  Agreement"),  and by executing  and filing with the
Secretary  of  State  of  the  State  of  Delaware  the  Certificate  of  Trust,
substantially in the form attached as Exhibit A; and
                                      ---------

          Whereas,  the Depositor  and the Trustees  desire to amend and restate
the Original Trust Agreement in its entirety as set forth herein to provide for,
among other  things,  (i) the issuance of the Common  Securities by the Trust to
the  Depositor,  (ii) the issuance and sale of the  Preferred  Securities by the
Trust pursuant to the Purchase  Agreement and (iii) the acquisition by the Trust
from the Depositor of all of the right, title and interest in and to the Notes;

          Now, Therefore, in consideration of the agreements and obligations set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Holders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees 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:

               (a)   the  terms defined  in this  Article I  have  the  meanings
                                                  ---------
          assigned to them in this Article I;

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

               (c)   all accounting  terms used but not  defined herein have the
          meanings  assigned to them in accordance with United States  generally
          accepted accounting principles;

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

               (e)   the words "hereby",  "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;

               (f)   a reference to the  singular  includes  the plural and vice
          versa; and

               (g)   the masculine, feminine or neuter genders used herein shall
          include the masculine, feminine and neuter genders.

          "Act" has the meaning specified in Section 6.7.
                                             -----------

          "Additional  Interest" has the meaning specified in Section 1.1 of the
                                                              -----------
Indenture.

<PAGE>

          "Additional  Interest Amount" means,  with respect to Trust Securities
of a given  Liquidation  Amount and/or a given period,  the amount of Additional
Interest paid by the Depositor on a Like Amount of Notes for such period.

          "Additional  Taxes" has the  meaning  specified  in Section 1.1 of the
                                                              -----------
Indenture.

          "Additional Tax Sums" has the meaning specified in Section 10.5 of the
                                                             ------------
Indenture.

          "Administrative  Trustee"  means each of the Persons  identified as an
"Administrative Trustee" in the preamble to this Trust Agreement, solely in each
such Person's  capacity as  Administrative  Trustee of the Trust and not in such
Person's individual capacity, or any successor  Administrative Trustee appointed
as herein provided.

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

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

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

               (a)   the   entry  of  a  decree  or  order  by  a  court  having
          jurisdiction  in the  premises  (i) judging  such Person a bankrupt or
          insolvent,  (ii)  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,  (iii)
          appointing  a  custodian,  receiver,  liquidator,  assignee,  trustee,
          sequestrator  or  other  similar  official  of such  Person  or of any
          substantial  part of its  property or (iv)  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 sixty (60)  consecutive
          days; or

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

          "Bankruptcy Laws" means all Federal and state bankruptcy,  insolvency,
reorganization  and other similar laws,  including the United States  Bankruptcy
Code.

          "Book-Entry  Preferred  Security"  means  a  Preferred  Security,  the
ownership  and  transfers  of which  shall be made  through  book  entries  by a
Depositary.

          "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 are  authorized  or
required by law or  executive  order to remain  closed or (c) a day on which the
Corporate Trust Office is closed for business.

          "Calculation  Agent" has the meaning  specified in Section 10.4 of the
                                                             ------------
Indenture.
<PAGE>

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

          "Closing Date" has the meaning specified in the Purchase Agreement.

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

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

          "Common  Securities   Certificate"  means  a  certificate   evidencing
ownership of Common Securities, substantially in the form attached as Exhibit B.
                                                                      ---------
          "Common Security" means a common security of the Trust, denominated as
such and  representing  an  undivided  beneficial  interest in the assets of the
Trust,  having a  Liquidation  Amount of $1,000 and  having  the terms  provided
therefor in this Trust Agreement.

          "Corporate  Trust Office"  means the principal  office of the Property
Trustee at which any  particular  time its  corporate  trust  business  shall be
administered,  which  office at the date of this Trust  Agreement  is located at
Rodney Square North, 1100 North Market Street, Wilmington,  Delaware 19890-0001,
Attention: Corporate Capital Markets.

          "Definitive   Preferred   Securities   Certificates"  means  Preferred
Securities  issued in  certificated,  fully  registered form that are not Global
Preferred Securities.

          "Delaware  Statutory  Trust Act"  means  Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code ss 3801 et seq., or any successor  statute  thereto,
in each case as amended from time to time.

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

          "Depositary"  means an  organization  registered as a clearing  agency
under the Exchange Act that is  designated as Depositary by the Depositor or any
successor thereto. DTC will be the initial Depositary.

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

          "Depositor"  has the meaning  specified  in the preamble to this Trust
Agreement and any successors and permitted assigns.

          "Depositor Affiliate" has the meaning specified in Section 4.9.
                                                             -----------

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

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

          "DTC" means The Depository Trust Company or any successor thereto.

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

          "Equity Interests" means any of (a) the partnership interests (general
or  limited)  in a  partnership,  (b)  the  membership  interests  in a  limited
liability  company or (c) the shares or stock  interests  (both common stock and
preferred stock) in a corporation.

          "Event of Default" means any one of the following events (whatever the
reason for such event 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):
<PAGE>

               (a)   the occurrence of a Note Event of Default; or

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

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

               (d)   default in the  performance,  or  breach,  in any  material
          respect of any  covenant  or  warranty  of the  Trustees in this Trust
          Agreement  (other than those specified in clause (b) or (c) above) and
          continuation  of such  default or breach  for a period of thirty  (30)
          days after there has been given,  by registered or certified  mail, to
          the  Trustees  and to the  Depositor by the Holders of at least twenty
          five percent (25%) in aggregate  Liquidation Amount of the Outstanding
          Preferred  Securities  a written  notice  specifying  such  default or
          breach and requiring it to be remedied and stating that such notice is
          a "Notice of Default" hereunder; or

               (e)   the occurrence of a  Bankruptcy  Event with  respect to the
          Property  Trustee  if  a  successor  Property  Trustee  has  not  been
          appointed within ninety (90) days thereof.

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

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

          "Extension Period" has the meaning specified in Section 4.1(a)(ii).
                                                          ------------------

          "Federal  Reserve" means the Board of Governors of the Federal Reserve
System,  the staff thereof,  or a Federal Reserve Bank, acting through delegated
authority, in each case under the rules, regulations and policies of the Federal
Reserve  System,  or if at any time after the execution of this Trust  Agreement
any such entity is not existing and  performing  the duties now assigned to it ,
any successor body performing similar duties or functions.

          "Fiscal  Year" shall be the fiscal  year of the Trust,  which shall be
the calendar year, or such other period as is required by the Code.

          "Global Preferred Security" means a Preferred  Securities  Certificate
evidencing ownership of Book-Entry Preferred Securities.

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

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

          "Indemnified Person" has the meaning specified in Section 8.10(c).
                                                            ---------------

          "Indenture"  means the  Junior  Subordinated  Indenture  executed  and
delivered  by the  Depositor  and the Note  Trustee  contemporaneously  with the
execution and delivery of this Trust  Agreement,  for the benefit of the holders
of the  Notes,  a copy of which is  attached  hereto as Exhibit D, as amended or
supplemented from time to time.

          "Indenture  Redemption  Price" has the  meaning  specified  in Section
                                                                         -------
4.2(c).
------

          "Interest  Payment  Date" has the meaning  specified in Section 1.1 of
                                                                  -----------
the Indenture.

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

          "Investment Company Event" has the meaning specified in Section 1.1 of
                                                                  -----------
the Indenture.


<PAGE>

          "LIBOR" has the meaning specified in Schedule A.
                                               ----------

          "LIBOR Business Day" has the meaning specified in Schedule A.
                                                            ----------

          "LIBOR Determination Date" has the meaning specified in Schedule A.
                                                                  ----------

          "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 any Trust
Securities,  Trust Securities having a Liquidation Amount equal to the principal
amount  of  Notes  to be  contemporaneously  redeemed  or  paid at  maturity  in
accordance  with the  Indenture,  the  proceeds of which will be used to pay the
Redemption Price of such Trust Securities, (b) with respect to a distribution of
Notes to Holders of Trust  Securities  in connection  with a dissolution  of the
Trust,  Notes having a principal  amount equal to the Liquidation  Amount of the
Trust  Securities of the Holder to whom such Notes are  distributed and (c) with
respect to any  distribution of Additional  Interest Amounts to Holders of Trust
Securities,  Notes having a principal amount equal to the Liquidation  Amount of
the Trust Securities in respect of which such distribution is made.

          "Liquidation  Amount"  means the  stated  amount  of $1,000  per Trust
Security.

          "Liquidation   Date"  means  the  date  on  which  assets  are  to  be
distributed  to Holders in accordance  with Section 9.4(a)  hereunder  following
                                            --------------
dissolution of the Trust.

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

          "Majority in  Liquidation  Amount of the Preferred  Securities"  means
Preferred Securities representing more than fifty percent (50%) of the aggregate
Liquidation  Amount of all (or a specified group of) then Outstanding  Preferred
Securities.

          "Note Event of  Default"  means any "Event of  Default"  specified  in
Section 5.1 of the Indenture.
-----------

          "Note Redemption Date" means, with respect to any Notes to be redeemed
under the  Indenture,  the date fixed for  redemption  of such  Notes  under the
Indenture.

          "Note  Trustee"  means the Person  identified  as the "Trustee" in the
Indenture,  solely in its capacity as Trustee  pursuant to the Indenture and not
in its individual  capacity,  or its successor in interest in such capacity,  or
any successor Trustee appointed as provided in the Indenture.

          "Notes" means the Depositor's  Floating Rate Junior Subordinated Notes
issued pursuant to the Indenture.

          "Office of Thrift Supervision" means the Office of Thrift Supervision,
as from time to time  constituted or, if at any time after the execution of this
Trust  Agreement  such  Office is not  existing  and  performing  the duties now
assigned to it, then the body performing such duties at such time.

          "Officer"  Certificate"  means  a  certificate  signed  by  the  Chief
Executive Officers, Chief Operating Officer,  the President or an Executive Vice
President, and by the Chief Financial Officer, General Counsel,  Treasurer or an
Assistant  Treasurer,  of the  Depositor,  and  delivered to the  Trustees.  Any
Officers'  Certificate  delivered with respect to compliance with a condition or
covenant  provided  for in this  Trust  Agreement  (other  than the  certificate
provided pursuant to Section 8.16(a)) shall include:
                     ---------------
               (a)   a   statement  by   each   officer  signing  the  Officers'
          Certificate that such officer has read the covenant or  condition  and
          the definitions relating thereto;

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

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

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

          "Operative Documents" means the Purchase Agreement, the Indenture, the
Trust Agreement, the Guarantee Agreement, the Notes and the Trust Securities.

          "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 Issue Date" means the date of original issuance of the Trust
Securities.

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

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

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

               (b)   Trust Securities for  which  payment or redemption money in
          the necessary amount has been theretofore deposited with the  Property
          Trustee  or any  Paying  Agent in trust for the  Holders of such Trust
          Securities;  provided,  that  if  such  Trust  Securities  are  to  be
          redeemed,  notice of such  redemption  has been duly given pursuant to
          this Trust Agreement; and

               (c)   Trust Securities that have been paid  or in exchange for or
          in  lieu  of  which  other Trust  Securities have  been  executed  and
          delivered pursuant to the provisions of this Trust  Agreement,  unless
          proof satisfactory to the Property  Trustee is presented that any such
          Trust  Securities  are  held  by  Holders  in  whose  hands such Trust
          Securities are valid, legal and binding obligations of the Trust;

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

          "Owner"  means each Person who is the  beneficial  owner of Book-Entry
Preferred  Securities  as  reflected in the records of the  Depositary  or, if a
Depositary Participant is not the beneficial owner, then the beneficial owner as
reflected in the records of the Depositary Participant.

          "Paying  Agent"  means any  Person  authorized  by the  Administrative
Trustees  to pay  Distributions  or  other  amounts  in  respect  of  any  Trust
Securities on behalf of the Trust.

          "Payment  Account" means a segregated  non-interest-bearing  corporate
trust account  maintained by the Property Trustee for the benefit of the Holders
in which all  amounts  paid in  respect of the Notes will be held and from which
the  Property  Trustee,  through the Paying  Agent,  shall make  payments to the
Holders in accordance with Sections 3.1, 4.1 and 4.2.
                           ------------  ---     ---

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

          "Preferred   Security"  means  a  preferred  security  of  the  Trust,
denominated as such and  representing  an undivided  beneficial  interest in the
assets of the Trust,  having a Liquidation Amount of $1,000 and having the terms
provided therefor in this Trust Agreement.

          "Preferred  Securities  Certificate"  means a  certificate  evidencing
ownership of Preferred Securities, substantially in the form attached as Exhibit
                                                                         -------
C.
-
<PAGE>

          "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  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  the  Purchase  Agreement,  dated  as  of
February 23, 2007,  executed and  delivered by the Trust,  the Depositor and the
Purchasers.

          "Purchasers"  means TWE, Ltd.,  and Credit Suisse,  acting through its
Cayman Islands branch,  collectively,  as purchasers of the Preferred Securities
pursuant to the Purchase Agreement, whose addresses are: (i) in the case of TWE,
Ltd., c/o Maples Finance  Limited,  P.O. Box 1093 GT,  Queensgate  House,  South
Church Street,  George Town, Grand Cayman,  Cayman Islands, and (ii) in the case
of Credit Suisse,  acting through its Cayman Islands  branch,  c/o Credit Suisse
Securities  (USA) LLC,  Eleven Madison  Avenue,  New York, New York 10010 or any
other address previously furnished by such Purchaser.

          "QIB" means a "qualified  institutional buyer" as defined in Rule 144A
under the Securities Act.

          "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 Note Redemption Date and the stated maturity (or
any date of  principal  repayment  upon early  maturity) of the Notes shall be a
Redemption Date for a Like Amount of Trust Securities.

          "Redemption  Price"  means,  with respect to any Trust  Security,  the
Liquidation  Amount  of  such  Trust  Security,   plus  accumulated  and  unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption or payment at maturity
of a Like Amount of Notes.

          "Reference Banks" has the meaning specified in Schedule A.
                                                         ----------

          "Responsible Officer" means, with respect to the Property Trustee, any
Senior Vice  President,  any Vice President,  any Assistant Vice President,  the
Secretary,  any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust  Officer or Assistant  Trust Officer or any other officer in the Corporate
Trust  Office  of the  Property  Trustee  with  direct  responsibility  for  the
administration  of this  Trust  Agreement  and also  means,  with  respect  to a
particular  corporate trust matter, any other officer of the Property Trustee to
whom  such  matter  is  referred  because  of that  officer's  knowledge  of and
familiarity with the particular subject.

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

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

          "Securities  Register" and "Securities  Registrar" have the respective
meanings specified in Section 5.7.
                      -----------

          "Special Event Redemption  Price" has the meaning specified in Section
                                                                         -------
11.2 of the Indenture.
----

          "Successor Securities" has the meaning specified in Section 9.5(a).
                                                              --------------

          "Tax Event" has the meaning specified in Section 1.1 of the Indenture.
                                                   -----------


<PAGE>

          "Trust"  means the  Delaware  statutory  trust  known as  "First  Bank
Statutory  Trust  VIII,"  which was  created on  February  12,  2007,  under the
Delaware  Statutory  Trust Act pursuant to the Original Trust  Agreement and the
filing of the  Certificate  of  Trust,  and  continued  pursuant  to this  Trust
Agreement.

          "Trust  Agreement"  means this Amended and Restated  Trust  Agreement,
including all Schedules and Exhibits  (other than Exhibit D), as the same may be
                                                  ---------
modified,  amended  or  supplemented  from time to time in  accordance  with the
applicable provisions hereof.

          "Trustees" means the Administrative Trustees, the Property Trustee and
the Delaware Trustee,  each as defined in this Article I.
                                               ---------

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

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

                                  ARTICLE II.

                                    The Trust

          SECTION 2.1.   Name.

          The trust  continued  hereby  shall be known as "First Bank  Statutory
Trust  VIII,"  as  such  name  may  be  modified   from  time  to  time  by  the
Administrative  Trustees  following  written  notice  to the  Holders  of  Trust
Securities  and the other  Trustees,  in which name the Trustees may conduct the
business  of the Trust,  make and execute  contracts  and other  instruments  on
behalf of the 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 Rodney
Square  North,  1100  North  Market  Street,  Wilmington,  Delaware  19890-0001,
Attention:  Corporate  Capital  Markets,  or such other  address in the State of
Delaware as the Delaware Trustee may designate by written notice to the Holders,
the  Depositor,  the  Property  Trustee  and the  Administrative  Trustees.  The
principal  executive office of the Trust is c/o First Banks,  Inc.,  M1-199-015,
600 James S. McDonnell Blvd.,  Hazelwood,  MO 63042, Attn:  General Counsel,  as
such  address may be changed  from time to time by the  Administrative  Trustees
following written notice to the Holders and the other Trustees.

          SECTION 2.3.   Initial Contribution of Trust Property; Fees, Costs and
Expenses.

          The  Property  Trustee  acknowledges  receipt  from the  Depositor  in
connection  with the Original  Trust  Agreement of the sum of ten dollars ($10),
which constituted the initial Trust Property.  The Depositor shall pay all fees,
costs and expenses of the Trust (except with respect to the Trust Securities) as
they  arise or shall,  upon  request of any  Trustee,  promptly  reimburse  such
Trustee  for any  such  fees,  costs  and  expenses  paid by such  Trustee.  The
Depositor  shall make no claim upon the Trust  Property  for the payment of such
fees, costs or expenses.

          SECTION 2.4.   Purposes of Trust.

          (a) The exclusive purposes and functions of the Trust are to (i) issue
and sell Trust  Securities  and use the  proceeds  from such sale to acquire the
Notes and (ii) engage in only those activities  necessary or incidental thereto.
The Delaware Trustee,  the Property Trustee and the Administrative  Trustees are
trustees of the Trust, and have all the rights,  powers and duties to the extent
set forth herein.  The Trustees hereby acknowledge that they are trustees of the
Trust.

          (b) So long as this Trust Agreement  remains in effect,  the Trust (or
the Trustees  acting on behalf of the Trust) shall not  undertake  any business,
activities or transaction  except as expressly  provided  herein or contemplated
hereby. In particular, the Trust (or the Trustees acting on behalf of the Trust)
shall not (i) acquire any investments or engage in any activities not authorized
by this  Trust  Agreement,  (ii) sell,  assign,  transfer,  exchange,  mortgage,
pledge,  set-off or otherwise  dispose of any of the Trust Property or interests
therein,  including to Holders, except as expressly provided herein, (iii) incur
any  indebtedness  for  borrowed  money or issue  any other  debt,  (iv) take or
consent to any action that would result in the placement of a Lien on any of the

<PAGE>

Trust  Property,  (v) take or  consent to any action  that would  reasonably  be
expected  to cause  (or,  in the case of the  Property  Trustee,  to the  actual
knowledge of a Responsible Officer would cause) the Trust to become taxable as a
corporation  or  classified  as other  than a grantor  trust for  United  States
federal income tax purposes, (vi) take or consent to any action that would cause
(or,  in the  case  of  the  Property  Trustee,  to the  actual  knowledge  of a
Responsible  Officer  would  cause)  the  Notes  to be  treated  as  other  than
indebtedness  of the Depositor for United States  federal income tax purposes or
(vii) take or consent to any  action  that would  cause (or,  in the case of the
Property Trustee,  to the actual knowledge of a Responsible Officer would cause)
the Trust to be deemed to be an "investment  company"  required to be registered
under the Investment Company Act.

          SECTION 2.5.   Authorization to Enter into Certain Transactions.

          (a) The Trustees  shall conduct the affairs of the Trust in accordance
with and subject to the terms of this Trust  Agreement.  In accordance  with the
following  provisions  (i) and (ii),  the Trustees  shall have the  authority to
enter into all  transactions  and  agreements  determined  by the Trustees to be
appropriate in exercising the authority,  express or implied,  otherwise granted
to the  Trustees,  under  this  Trust  Agreement,  and to  perform  all  acts in
furtherance thereof, including the following:

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

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

                   (B) to  cause   the  Trust  to enter  into,  and to  execute,
               deliver  and  perform  on behalf of the Trust,  such  agreements,
               documents, instruments, certificates and other writings as may be
               necessary  or  desirable  in  connection  with the  purposes  and
               function of the Trust,  including,  without limitation,  a common
               securities  subscription agreement and a junior subordinated note
               subscription  agreement  and to cause the Trust to perform  under
               the Purchase Agreement;

                   (C) assisting  in the sale of the Preferred Securities in one
               or  more  transactions   exempt  from   registration   under  the
               Securities  Act,  and  in  compliance   with   applicable   state
               securities or blue sky laws;

                   (D) assisting  in the sending of notices  (other than notices
               of default) and other information  regarding the Trust Securities
               and the  Notes to the  Holders  in  accordance  with  this  Trust
               Agreement;

                   (E) the  appointment  of  a   successor   Paying   Agent  and
               Calculation Agent in accordance with this Trust Agreement;

                   (F) execution  and delivery of the Trust Securities on behalf
               of the Trust in accordance with this Trust Agreement;

                   (G) execution  and delivery of closing certificates,  if any,
               pursuant to the Purchase Agreement;

                   (H) preparation and  filing of all applicable tax returns and
               tax  information  reports that are required to be filed on behalf
               of the Trust;

                   (I) establishing  a  record date  with respect to all actions
               to  be  taken   hereunder  that  require  a  record  date  to  be
               established, except as provided in Section 6.10(a);
                                                  ---------------

                   (J) unless  otherwise  required  by  the  Delaware  Statutory
               Trust Act, to execute on behalf of the Trust (either acting alone
               or together with the other Administrative Trustees) any documents
               and other writings that such Administrative Trustee has the power
               to execute pursuant to this Trust Agreement; and
<PAGE>

                   (K) the taking of  any action  incidental to the foregoing as
               such  Administrative  Trustee may from time to time  determine is
               necessary  or advisable to give effect to the terms of this Trust
               Agreement.

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

                   (A) the receipt and holding of legal title of the Notes;

                   (B) the establishment of the Payment Account;

                   (C) the  receipt  of  interest,   principal  and   any  other
               payments  made in  respect  of the Notes and the  holding of such
               amounts in the Payment Account;

                   (D) the  distribution  through  thePaying  Agent of amounts
               distributable to the Holders in respect of the Trust Securities;

                   (E) the exercise  of all of the rights, powers and privileges
               of a holder  of the  Notes in  accordance  with the terms of this
               Trust Agreement;

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

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

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

                   (I) application for  a taxpayer identification number for the
               Trust;

                   (J) the  authentication  of   the  Preferred   Securities  as
               provided in this Trust Agreement; and

                   (K) the taking of  any action  incidental to the foregoing as
               the Property Trustee may from time to time determine is necessary
               or advisable to give effect to the terms of this Trust  Agreement
               and protect and  conserve  the Trust  Property for the benefit of
               the  Holders  (without  consideration  of the  effect of any such
               action on any particular Holder).

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

              (i)  the  negotiation of  the  terms  of,  and the  execution  and
          delivery  of, the  Purchase  Agreement  providing  for the sale of the
          Preferred   Securities  in  one  or  more  transactions   exempt  from
          registration   under  the  Securities  Act,  and  in  compliance  with
          applicable state securities or blue sky laws; and

              (ii) the taking  of any other  actions  necessary  or desirable to
          carry out any of the foregoing activities.
<PAGE>

          (c)  Notwithstanding   anything   herein   to   the   contrary,    the
Administrative  Trustees are  authorized  and directed to conduct the affairs of
the Trust and to  operate  the Trust so that the Trust  will not be taxable as a
corporation  or  classified  as other  than a grantor  trust for  United  States
federal income tax purposes,  so that the Notes will be treated as  indebtedness
of the Depositor for United States  federal  income tax purposes and so that the
Trust will not be deemed to be an "investment company" required to be registered
under the  Investment  Company  Act.  In this  connection,  each  Administrative
Trustee is authorized to take any action,  not inconsistent with applicable law,
the  Certificate  of Trust or this  Trust  Agreement,  that such  Administrative
Trustee  determines  in his or her  discretion  to be necessary or desirable for
such purposes,  as long as such action does not adversely affect in any material
respect the interests of the Holders of the Outstanding Preferred Securities. In
no event shall the Administrative Trustees be liable to the Trust or the Holders
for any failure to comply with this  Section 2.5 to the extent that such failure
                                     -----------
results  solely  from a change  in law or  regulation  or in the  interpretation
thereof.

          (d) Any action taken by a Trustee in accordance  with its powers shall
constitute  the act of and serve to bind the Trust.  In dealing with any Trustee
acting on behalf of the Trust,  no Person  shall be required to inquire into the
authority of such Trustee to bind the Trust.  Persons dealing with the Trust are
entitled to rely  conclusively  on the power and authority of any Trustee as set
forth in this Trust Agreement.

          SECTION 2.6  . Assets of Trust.

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

          SECTION 2.7.   Title to Trust Property.

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

          (b) The  Holders  shall  not  have any  right  or  title to the  Trust
Property other than the undivided beneficial interest in the assets of the Trust
conferred by their Trust Securities and they shall have no right to call for any
partition  or division  of  property,  profits or rights of the Trust  except as
described below. The Trust Securities shall be personal property giving only the
rights specifically set forth therein and in this Trust Agreement.

                                  ARTICLE III.

                         Payment Account; Paying Agents

          SECTION 3.1.   Payment Account.

          (a) On or  prior to the  Closing  Date,  the  Property  Trustee  shall
establish the Payment  Account.  The Property Trustee and the Paying Agent 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.

          (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 with respect to, the Notes.  Amounts held in the Payment  Account
shall not be invested by the Property Trustee pending distribution thereof.

          SECTION 3.2.   Appointment of Paying Agents.

          The  Property  Trustee is  appointed  as the initial  Paying Agent and
hereby accepts such  appointment.  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  Administrative  Trustees.  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 Administrative Trustees may revoke such power and remove the Paying Agent in
their sole  discretion.  Any Person acting as Paying Agent shall be permitted to
resign  as  Paying  Agent  upon  thirty  (30)  days'   written   notice  to  the
Administrative  Trustees and the Property Trustee. If the Property Trustee shall
no longer be the Paying  Agent or a successor  Paying  Agent shall resign or its
authority  to act be  revoked,  the  Administrative  Trustees  shall  appoint  a
successor (which shall be a bank or trust company) to act as Paying Agent.  Such
successor  Paying Agent appointed by the  Administrative  Trustees shall execute
and deliver to the Trustees an instrument in which such  successor  Paying Agent
shall agree with the Trustees that as Paying Agent,  such successor Paying Agent
will hold all sums,  if any,  held by it for payment to the Holders in trust for

<PAGE>

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

                                  ARTICLE IV.

                            Distributions; Redemption

          SECTION 4.1.   Distributions.

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

               (i)   Distributions on the Trust  Securities shall be cumulative,
          and  shall  accumulate  whether  or not  there  are funds of the Trust
          available  for  the  payment  of  Distributions.  Distributions  shall
          accumulate  from February 23, 2007,  and, except as provided in clause
          (ii) below, shall be payable quarterly in arrears on March 30th , June
          30th,  September  30th and December  30th of each year,  commencing on
          March  30,  2007 . If any date on which a  Distribution  is  otherwise
          payable  on the  Trust  Securities  is not a  Business  Day,  then the
          payment  of such  Distribution  shall be made on the  next  succeeding
          Business  Day (and no interest  shall accrue in respect of the amounts
          whose  payment is so delayed  for the period  from and after each such
          date until the next  succeeding  Business  Day),  except that, if such
          Business Day falls in the next succeeding  calendar year, such payment
          shall be made on the immediately preceding Business Day, in each case,
          with the same  force and  effect as if made on such date (each date on
          which  Distributions  are  payable  in  accordance  with this  Section
                                                                         -------
          4.1(a)(i), a "Distribution Date");
          ---------

               (ii)  in  the  event  (and  to the  extent)  that  the  Depositor
          exercises  its right  under the  Indenture  to defer  the  payment  of
          interest on the Notes,  Distributions on the Trust Securities shall be
          deferred.  Under the  Indenture,  so long as no Note  Event of Default
          pursuant to paragraphs (c), (e), (f), (g) or (h) of Section 5.1 of the
                                 ---  ---  ---  ---    ---    -----------
          Indenture has occurred and is continuing, the Depositor shall have the
          right, at any time and from time to time during the term of the Notes,
          to defer the  payment of  interest  on the Notes for a period of up to
          twenty (20) consecutive  quarterly interest payment periods (each such
          extended interest payment period, an "Extension Period"), during which
          Extension  Period no  interest  on the Notes  shall be due and payable
          (except  any  Additional  Tax Sums  that may be due and  payable).  No
          interest  on the Notes shall be due and  payable  during an  Extension
          Period,  except at the end thereof,  but each  installment of interest
          that would  otherwise  have been due and payable during such Extension
          Period shall bear  Additional  Interest (to the extent payment of such
          interest would be legally  enforceable)  at a variable rate per annum,
          reset quarterly, equal to LIBOR plus 1.61%, compounded quarterly, from
          the dates on which amounts would have  otherwise  been due and payable
          until  paid or until  funds  for the  payment  thereof  have been made
          available for payment.  If  Distributions  are deferred,  the deferred
          Distributions (including Additional Interest Amounts) shall be paid on
          the date that the related Extension Period  terminates,  to Holders of
          the Trust  Securities  as they  appear on the books and records of the
          Trust on the record date immediately preceding such termination date.


<PAGE>

               (iii) Distributions  shall  accumulate  in  respect of  the Trust
          Securities at a variable  rate per annum,  reset  quarterly,  equal to
          LIBOR plus 1.61% of the  Liquidation  Amount of the Trust  Securities,
          such rate being the rate of interest  payable on the Notes,  such rate
          being  the rate of  interest  payable  on the  Notes.  LIBOR  shall be
          determined by the Calculation Agent in accordance with Schedule A. The
                                                                 ----------
          amount of Distributions  payable for any Distribution  period shall be
          computed and paid on the basis of a 360-day year and the actual number
          of days elapsed in the  relevant  Distribution  period.  The amount of
          Distributions  payable for any period  shall  include  any  Additional
          Interest Amounts in respect of such period; and

               (iv)  Distributions  on the Trust Securities shall be made by the
          Paying  Agent from the  Payment  Account  and shall be payable on each
          Distribution  Date only to the extent that the Trust has funds then on
          hand and  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 (whether or not a Business Day)  preceding the relevant  Distribution  Date.
Distributions  payable on any Trust  Securities  that are not punctually paid on
any  Distribution  Date as a result of the  Depositor  having  failed to make an
interest payment under the Notes will cease to be payable to the Person in whose
name such Trust  Securities are registered on the relevant record date, and such
defaulted  Distributions  and any  Additional  Interest  Amounts will instead be
payable to the Person in whose name such Trust  Securities are registered on the
special record date, or other specified date for determining Holders entitled to
such defaulted  Distribution and Additional Interest Amount,  established in the
same manner,  and on the same date, as such is  established  with respect to the
Notes under the Indenture.

          SECTION 4.2.   Redemption.

          (a)  On each Note  Redemption Date and on the stated  maturity (or any
date of principal  repayment upon early maturity) of the Notes and on each other
date on (or in respect of) which any principal on the Notes is repaid, the 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 thirty (30) nor more
than  sixty  (60)  days  prior to the  Redemption  Date to each  Holder of Trust
Securities to be redeemed,  at such Holder's address appearing in the Securities
Register. 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,
          as calculated by the  Depositor,  together with a statement that it is
          an estimate and that the actual Redemption Price will be calculated by
          the  Calculation  Agent  on  the  fifth  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  that such
          Redemption Price is calculated);

               (iii) if less than all the Outstanding Trust Securities are to be
          redeemed,  the identification (and, in the case of partial redemption,
          the respective  Liquidation  Amounts) and  Liquidation  Amounts of the
          particular Trust Securities to be redeemed;

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

               (v)   the place or places where  the Trust  Securities  are to be
          surrendered for the payment of the Redemption Price; and

               (vi)  such  other   provisions  as  the  Property  Trustee  deems
          relevant.
<PAGE>

          (c)  The  Trust  Securities  (or  portion  thereof)  redeemed  on each
Redemption Date shall be redeemed at the Redemption Price with the proceeds from
the contemporaneous  redemption or payment at maturity of Notes.  Redemptions of
the Trust Securities (or portion thereof) shall be made and the Redemption Price
shall be payable on each  Redemption  Date only to the extent that the Trust has
funds then on hand and available in the Payment  Account for the payment of such
Redemption  Price.  Under  the  Indenture,  the  Notes  may be  redeemed  by the
Depositor on any Interest Payment Date, at the Depositor's  option,  on or after
March 30, 2012,  in whole or in part,  from time to time at a  redemption  price
equal to one hundred percent (100%) of the principal  amount thereof,  together,
in the  case of any  such  redemption,  with  accrued  interest,  including  any
Additional  Interest,  to but  excluding  the date  fixed  for  redemption  (the
"Indenture Redemption Price");  provided, that the Depositor shall have received
the prior approval of the Federal  Reserve if then required.  The Notes may also
be redeemed by the  Depositor,  at its option,  at any time, in whole but not in
part,  upon the occurrence of a Capital  Disqualification  Event,  an Investment
Company Event or a Tax Event at the Special Event Redemption Price (as set forth
in the  Indenture);  provided,  that the Depositor shall have received the prior
approval of the Federal Reserve if then required.

          (d)  If the Property Trustee gives a notice of  redemption  in respect
of any  Preferred  Securities, then by 10:00  A.M.,  New York City time,  on the
Redemption Date, the Depositor shall deposit  sufficient funds with the Property
Trustee to pay the Redemption Price. If such deposit has been made by such time,
then by 12:00 noon,  New York City time, on the  Redemption  Date,  the Property
Trustee  will,  with respect to  Book-Entry  Preferred  Securities,  irrevocably
deposit with the Depositary for such  Book-Entry  Preferred  Securities,  to the
extent available  therefor,  funds  sufficient to pay the applicable  Redemption
Price and will give such Depositary  irrevocable  instructions  and authority to
pay the  Redemption  Price to the  Holders  of the  Preferred  Securities.  With
respect to Preferred  Securities that are not Book-Entry  Preferred  Securities,
the Property  Trustee will  irrevocably  deposit with the Paying  Agent,  to the
extent available  therefor,  funds  sufficient to pay the applicable  Redemption
Price and will give the Paying Agent  irrevocable  instructions and authority to
pay the  Redemption  Price  to the  Holders  of the  Preferred  Securities  upon
surrender  of  their  Preferred  Securities  Certificates.  Notwithstanding  the
foregoing,  Distributions  payable  on or prior to the  Redemption  Date for any
Trust  Securities (or portion thereof) called for redemption shall be payable to
the Holders of such Trust  Securities as they appear on the Securities  Register
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 (or portion
thereof) 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,
in the case of a partial redemption,  the right of such Holders to receive a new
Trust  Security  or  Securities  of  authorized   denominations,   in  aggregate
Liquidation  Amount equal to the  unredeemed  portion of such Trust  Security or
Securities,  and such Securities (or portion thereof) called for redemption will
cease to be  Outstanding.  In the event  that any date on which  any  Redemption
Price is payable is not a Business  Day,  then payment of the  Redemption  Price
payable on such date will be made on the next  succeeding  Business  Day (and no
interest  shall accrue in respect of the amounts whose payment is so delayed for
the  period  from and after each such date  until the next  succeeding  Business
Day),  except that, if such Business Day falls in the next  succeeding  calendar
year, such payment shall be made on the immediately  preceding  Business Day, in
each case,  with the same force and effect as if made on such date. In the event
that  payment of the  Redemption  Price in respect of any Trust  Securities  (or
portion thereof) called for redemption is improperly withheld or refused and not
paid  either  by  the  Trust  or by the  Depositor  pursuant  to  the  Guarantee
Agreement,  Distributions  on such Trust  Securities  (or portion  thereof) will
continue to accumulate,  as set forth in Section 4.1, from the  Redemption  Date
                                         -----------
originally  established  by the  Trust for such  Trust  Securities  (or  portion
thereof) to the date such  Redemption  Price is actually paid, in which case the
actual  payment  date will be the date  fixed for  redemption  for  purposes  of
calculating the Redemption Price.
<PAGE>

          (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 Trust  Securities  to be redeemed  shall be allocated pro
rata to the  Common  Securities  and the  Preferred  Securities  based  upon the
relative  aggregate  Liquidation  Amounts  of  the  Common  Securities  and  the
Preferred Securities.  The Preferred Securities to be redeemed shall be selected
on a pro rata basis  based upon their  respective  Liquidation  Amounts not more
than sixty (60) days prior to the Redemption  Date by the Property  Trustee from
the  Outstanding  Preferred  Securities  not previously  called for  redemption;
provided,  however,  that with respect to Holders that would be required to hold
less than one hundred (100) but more than zero (0) Trust  Securities as a result
of such redemption,  the Trust shall redeem Trust Securities of each such Holder
so that after such  redemption  such Holder shall hold either one hundred  (100)
Trust Securities or such Holder no longer holds any Trust Securities,  and shall
use such method (including,  without limitation, by lot) as the Trust shall deem
fair and  appropriate;  and  provided,  further,  that so long as the  Preferred
Securities are Book-Entry Preferred Securities,  such selection shall be made in
accordance  with  the  Applicable   Depositary   Procedures  for  the  Preferred
Securities by such  Depositary.  The Property  Trustee shall promptly notify the
Securities Registrar in writing of the Preferred Securities (or portion thereof)
selected for redemption  and, in the case of any Preferred  Securities  selected
for partial redemption,  the Liquidation Amount thereof to be redeemed.  For all
purposes of this Trust Agreement,  unless the context  otherwise  requires,  all
provisions  relating to the redemption of Preferred  Securities shall relate, in
the case of any Preferred Securities redeemed or to be redeemed only in part, to
the portion of the aggregate Liquidation Amount of Preferred Securities that has
been or is to be redeemed.

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

          SECTION 4.3.   Subordination of Common Securities.

          (a)  Payment  of  Distributions  (including  any  Additional  Interest
Amounts) on, the Redemption Price of and the Liquidation Distribution in respect
of,  the Trust  Securities,  as  applicable,  shall be made,  pro rata among the
Common Securities and the Preferred  Securities based on the Liquidation  Amount
of the respective Trust Securities;  provided, that if on any Distribution Date,
Redemption Date or Liquidation  Date an Event of Default shall have occurred and
be continuing, no payment of any Distribution (including any Additional Interest
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
Interest Amounts) on all Outstanding  Preferred  Securities for all Distribution
periods  terminating  on or  prior  thereto,  or in the case of  payment  of the
Redemption  Price the full amount of such  Redemption  Price on all  Outstanding
Preferred  Securities then called for  redemption,  or in the case of payment of
the Liquidation Distribution the full amount of such Liquidation Distribution on
all Outstanding Preferred Securities,  shall have been made or provided for, and
all funds  immediately  available to the Property Trustee shall first be applied
to the payment in full in cash of all  Distributions  (including  any Additional
Interest Amounts) on, or the Redemption Price of or the Liquidation Distribution
in respect of, the Preferred Securities then due and payable.

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

          SECTION 4.4.   Payment Procedures.

          Payments of Distributions (including any Additional Interest Amounts),
the Redemption Price,  Liquidation Amount or any other amounts in respect of the
Preferred  Securities  shall be made by wire  transfer at such place and to such
account at a banking  institution  in the United  States as may be designated in
writing at least ten (10)  Business  Days  prior to the date for  payment by the
Person entitled  thereto unless proper written  transfer  instructions  have not
been received by the relevant  record date, in which case such payments shall be
made by check mailed to the address of such Person as such address  shall appear
in  the  Securities  Register.  If  any  Preferred  Securities  are  held  by  a
Depositary,  such  Distributions  thereon  shall  be made to the  Depositary  in
immediately  available funds. 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 all the Common Securities.

          SECTION 4.5.   Withholding Tax.

          The  Trust  and the  Administrative  Trustees  shall  comply  with all
withholding and backup withholding tax requirements under United States federal,
state and local law.  The  Administrative  Trustees on behalf of the Trust shall
request,  and the Holders shall provide to the Trust, such forms or certificates
as  are  necessary  to  establish  an  exemption  from  withholding  and  backup
withholding tax with respect to each Holder and any representations and forms as
shall  reasonably be requested by the  Administrative  Trustees on behalf of the
Trust to  assist  it in  determining  the  extent  of,  and in  fulfilling,  its
withholding and backup withholding tax obligations.  The Administrative Trustees
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding and backup withholding tax is properly established by a Holder,
shall  remit  amounts   withheld  with  respect  to  the  Holder  to  applicable
jurisdictions. To the extent that the Trust is required to withhold and pay over
any amounts to any jurisdiction  with respect to Distributions or allocations to
any Holder,  the amount  withheld  shall be deemed to be a  Distribution  in the
amount  of  the  withholding  to  the  Holder.  In  the  event  of  any  claimed
overwithholding,  Holders shall be limited to an action  against the  applicable
jurisdiction. If the amount required to be withheld was not withheld from actual
Distributions  made,  the  Administrative  Trustees  on  behalf of the Trust may
reduce subsequent Distributions by the amount of such required withholding.

          SECTION 4.6.   Tax Returns and Other  Reports.

          (a)  The  Administrative  Trustees  shall  prepare  (or  cause  to  be
prepared) at the principal office of the Trust in the United States,  as defined
for purposes of Treasury  regulations  section  301.7701-7,  at the  Depositor's
expense,  and  file,  all  United  States  federal,  state  and  local  tax  and
information  returns  and  reports  required to be filed by or in respect of the
Trust. The Administrative  Trustees shall prepare at the principal office of the
Trust in the United  States,  as defined for  purposes  of Treasury  regulations
section  301.7701-7,  and furnish (or cause to be prepared  and  furnished),  by
January 31 in each taxable year of the Trust to each Holder all Internal Revenue
Service  forms  and  returns   required  to  be  provided  by  the  Trust.   The
Administrative  Trustees  shall provide the  Depositor and the Property  Trustee
with a copy of all such  returns  and  reports  promptly  after  such  filing or
furnishing.

          (b)  So long as the Property  Trustee is the holder of the Notes,  the
Administrative   Trustees  shall  furnish  to  the  Property   Trustee  (i)  the
Depositor's  reports  on  Federal  Reserve  form FR Y-9C,  FR Y-9LP  and FR Y-6,
promptly  following  their  filing  with  the  Federal  Reserve,  or (ii) if the
Depositor is no longer required to file the reports set forth in (i) above, such
other similar reports as the Depositor may be required to file at such time with
the  Depositor's  primary  federal banking  regulator  promptly  following their
filing with such banking regulator.

          SECTION 4.7.   Payment of Taxes, Duties, Etc. of the Trust.

          Upon  receipt  under  the  Notes of  Additional  Tax Sums and upon the
written  direction of the  Administrative  Trustees,  the Property Trustee shall
promptly pay, solely out of monies on deposit  pursuant to this Trust Agreement,
any  Additional  Taxes  imposed on the Trust by the  United  States or any other
taxing authority.

          SECTION 4.8.   Payments under Indenture or Pursuant to Direct Actions.

          Any amount  payable  hereunder to any Holder of  Preferred  Securities
shall be reduced by the amount of any corresponding  payment such Holder (or any
Owner with respect thereto) has directly received pursuant to Section 5.8 of the
                                                              -----------
Indenture or Section 6.10(b) of this Trust Agreement.
             ---------------
<PAGE>

          SECTION 4.9.   Exchanges.

          (a)  If at any time the Depositor or any of its  Affiliates (in either
case,  a  "Depositor  Affiliate")  is the  Owner  or  Holder  of  any  Preferred
Securities,  such  Depositor  Affiliate  shall  have the right to deliver to the
Property  Trustee all or such portion of its  Preferred  Securities as it elects
and, subject to compliance with Sections 2.2 and 3.5 of the Indenture,  receive,
                                ------------     ---
in  exchange  therefor,  a Like  Amount of  Notes.  Such  election  (i) shall be
exercisable  effective  on any  Distribution  Date by such  Depositor  Affiliate
delivering to the Property Trustee a written notice of such election  specifying
the  Liquidation  Amount of  Preferred  Securities  with  respect  to which such
election is being made and the  Distribution  Date on which such exchange  shall
occur,  which  Distribution  Date shall be not less than ten (10)  Business Days
after the date of receipt by the Property  Trustee of such  election  notice and
(ii) shall be conditioned  upon such  Depositor  Affiliate  having  delivered or
caused to be  delivered to the  Property  Trustee or its designee the  Preferred
Securities that are the subject of such election by 10:00 A.M. New York time, on
the  Distribution  Date on which such exchange is to occur.  After the exchange,
such  Preferred  Securities  will be canceled and will no longer be deemed to be
Outstanding  and all  rights of the  Depositor  Affiliate  with  respect to such
Preferred Securities will cease.

          (b)  In the case of an  exchange  described  in  Section  4.9(a),  the
                                                           ---------------
Property  Trustee  on behalf of the Trust  will,  on the date of such  exchange,
exchange Notes having a principal  amount equal to a proportional  amount of the
aggregate Liquidation Amount of the Outstanding Common Securities,  based on the
ratio of the aggregate  Liquidation Amount of the Preferred Securities exchanged
pursuant to Section  4.9(a) divided by the aggregate  Liquidation  Amount of the
            ---------------
Preferred Securities  Outstanding  immediately prior to such exchange,  for such
proportional   amount  of  Common   Securities  held  by  the  Depositor  (which
contemporaneously  shall be canceled and no longer be deemed to be Outstanding);
provided,  that the Depositor delivers or causes to be delivered to the Property
Trustee or its designee the required amount of Common Securities to be exchanged
by 10:00 A.M. New York time, on the Distribution  Date on which such exchange is
to occur.

          SECTION 4.10.  Calculation Agent.

          (a)  The  Property  Trustee  shall  initially,  and,  subject  to  the
immediately following sentence, for so long as it holds any of the Notes, be the
Calculation Agent for purposes of determining LIBOR for each Distribution  Date.
The Calculation Agent may be removed by the Administrative Trustees at any time.
If the Calculation  Agent is unable or unwilling to act as such or is removed by
the Administrative  Trustees, the Administrative  Trustees will promptly appoint
as a replacement  Calculation Agent the London office of a leading bank which is
engaged in transactions in three-month  U.S. dollar deposits in Europe and which
does not  control  or is not  controlled  by or under  common  control  with the
Administrative  Trustees  or their  Affiliates.  The  Calculation  Agent may not
resign its duties without a successor having been duly appointed.

          (b)  The Calculation Agent shall be required to agree that, as soon as
possible after 11:00 a.m. (London time) on each LIBOR Determination Date, but in
no event later than 11:00 a.m.  (London  time) on the Business  Day  immediately
following each LIBOR  Determination  Date, the Calculation  Agent will calculate
the interest  rate and dollar amount  (rounded to the nearest cent,  with half a
cent  being  rounded  upwards)  for the  related  Distribution  Date,  and  will
communicate such rate and amount to the Depositor,  the Property  Trustee,  each
Paying Agent and the Depositary.  The Calculation Agent will also specify to the
Administrative  Trustees  the  quotations  upon  which the  foregoing  rates and
amounts  are based and, in any event,  the  Calculation  Agent shall  notify the
Administrative   Trustees   before  5:00  p.m.   (London  time)  on  each  LIBOR
Determination  Date that either:  (i) it has  determined or is in the process of
determining the foregoing rates and amounts or (ii) it has not determined and is
not in the process of determining the foregoing rates and amounts, together with
its reasons  therefor.  The Calculation  Agent's  determination of the foregoing
rates and  amounts  for any  Distribution  Date will (in the absence of manifest
error)  be  final  and  binding  upon  all  parties.  For the  sole  purpose  of
calculating the interest rate for the Trust Securities,  "Business Day" shall be
defined as any day on which  dealings in deposits in Dollars are  transacted  in
the London interbank market.
<PAGE>

          SECTION 4.11.  Certain Accounting Matters.

         (a)   At   all   times   during   the  existence  of   the  Trust,  the
Administrative  Trustees shall keep, or cause to be kept at the principal office
of the  Trust  in the  United  States,  as  defined  for  purposes  of  Treasury
Regulations  section 301.7701-7,  full books of account,  records and supporting
documents,  which shall reflect in  reasonable  detail each  transaction  of the
Trust.  The  books of  account  shall be  maintained  on the  accrual  method of
accounting,   in  accordance  with  generally  accepted  accounting  principles,
consistently applied.

          (b)  The  Administrative Trustees shall either (i) if the Depositor is
then subject to such reporting requirements,  cause each Form 10-K and Form 10-Q
prepared by the Depositor and filed with the  Commission in accordance  with the
Exchange  Act to be  delivered  to  each  Holder,  with a copy  to the  Property
Trustee,  within  thirty (30) days after the filing  thereof or (ii) cause to be
prepared at the principal  office of the Trust in the United States,  as defined
for purposes of Treasury  Regulations section 301.7701-7,  and delivered to each
of the Holders,  with a copy to the Property  Trustee,  within  ninety (90) days
after the end of each Fiscal Year,  annual  financial  statements  of the Trust,
including a balance  sheet of the Trust as of the end of such Fiscal  Year,  and
the related statements of income or loss.

          (c)  The Trust shall maintain one or more bank  accounts in the United
States, as defined for purposes of Treasury  Regulations section 301.7701-7,  in
the name and for the sole  benefit of the  Trust;  provided,  however,  that all
                                                   --------   -------
payments of funds in respect of the Notes held by the Property  Trustee shall be
made  directly to the  Payment  Account and no other funds of the Trust shall be
deposited  in the  Payment  Account.  The sole  signatories  for  such  accounts
(including the Payment Account) shall be designated by the Property Trustee.

                                   ARTICLE V.

                                   Securities

          SECTION 5.1.   Initial Ownership.

          Upon the creation of the Trust and the  contribution  by the Depositor
referred to in 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 Trust.

          SECTION 5.2.   Authorized Trust Securities.

          The  Trust  shall be  authorized  to issue  one  series  of  Preferred
Securities having an aggregate  Liquidation Amount of $25,000,000 and one series
of Common Securities having an aggregate Liquidation Amount of $774,000.

          SECTION 5.3.   Issuance of  the Common  Securities;  Subscription  and
Purchase of Notes.

          On the  Closing  Date,  an  Administrative  Trustee,  on behalf of the
Trust,   shall   execute  and  deliver  to  the  Depositor   Common   Securities
Certificates,  registered in the name of the Depositor,  evidencing an aggregate
of 774 Common  Securities  having an aggregate  Liquidation  Amount of $774,000,
against  receipt by the Trust of the  aggregate  purchase  price of such  Common
Securities  of $774,000.  Contemporaneously  therewith  and with the sale by the
Trust to the Holders of an aggregate of 25,000  Preferred  Securities  having an
aggregate  Liquidation  Amount of $25,000,000,  an  Administrative  Trustee,  on
behalf of the Trust,  shall subscribe for and purchase from the Depositor Notes,
to be registered in the name of the Property  Trustee on behalf of the Trust and
having an aggregate principal amount equal to $25,774,000,  and, in satisfaction
of the purchase  price for such Notes,  the Property  Trustee,  on behalf of the
Trust,  shall  deliver  to the  Depositor  the  sum of  $25,774,000  (being  the
aggregate amount paid by the Holders for the Preferred Securities and the amount
paid by the Depositor for the Common Securities).
<PAGE>

          SECTION 5.4.   The Securities Certificates.

          (a)  The Preferred  Securities Certificates shall be issued in minimum
denominations of $100,000 Liquidation Amount and integral multiples of $1,000 in
excess  thereof,  and the  Common  Securities  Certificates  shall be  issued in
minimum  denominations of $10,000  Liquidation  Amount and integral multiples of
$1,000 in excess  thereof.  The  Securities  Certificates  shall be  executed on
behalf  of  the  Trust  by  manual  or  facsimile  signature  of  at  least  one
Administrative  Trustee.  Securities  Certificates  bearing  the  signatures  of
individuals who were, at the time when such signatures  shall have been affixed,
authorized to sign such Securities  Certificates on behalf of the Trust shall be
validly   issued  and  entitled  to  the  benefits  of  this  Trust   Agreement,
notwithstanding  that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Securities Certificates or did not have
such authority at the date of delivery of such Securities Certificates.

          (b)  On the  Closing Date,  upon the  written  order of an  authorized
officer of the Depositor,  the  Administrative  Trustees shall cause  Securities
Certificates  to be  executed  on behalf of the  Trust  and  delivered,  without
further corporate action by the Depositor, in authorized denominations.

          (c)  Preferred Securities  issued on the Closing Date to QIBs shall be
issued as directed by the Purchasers on or prior to the Closing Date, either (i)
in the form of one or more Global  Preferred  Securities  or (ii) in the form of
one or more  Definitive  Preferred  Securities  Certificates.  Global  Preferred
Securities  shall be, except as provided in  Section 5.6,  Book-Entry  Preferred
                                             -----------
Securities  registered  in the  name  of the  Depositary,  or  its  nominee  and
deposited  with the  Depositary  or the Property  Trustee as  custodian  for the
Depositary  for  credit by the  Depositary  to the  respective  accounts  of the
Depositary Participants thereof (or such other accounts as they may direct). The
Preferred  Securities issued to a Person other than a QIB shall be issued in the
form of Definitive Preferred Securities Certificates.

          (d)  A  Preferred  Security  shall not be valid until authenticated by
the manual  signature of a  Responsible  Officer of the Property  Trustee.  Such
signature  shall be conclusive  evidence  that the  Preferred  Security has been
authenticated under this Trust Agreement. Upon written order of the Trust signed
by one  Administrative  Trustee,  the Property  Trustee shall  authenticate  and
deliver one or more  Preferred  Security  Certificates  evidencing the Preferred
Securities   for  original   issue.   The   Property   Trustee  may  appoint  an
authenticating  agent  that  is  a  U.S.  Person  acceptable  to  the  Trust  to
authenticate  the  Preferred  Securities.  A  Common  Security  need  not  be so
authenticated  and shall be valid upon  execution by one or more  Administrative
Trustees. The form of this certificate of authentication can be found in Section
5.13.                                                                    -------
----

          (e)  Upon issuance of the Trust  Securities  as provided in this Trust
Agreement,  the Trust Securities so issued shall be deemed to be validly issued,
fully paid and  nonassessable,  and each Holder thereof shall be entitled to the
benefits provided by this Trust Agreement.

          SECTION 5.5.   Rights of Holders.

          The Trust  Securities  shall  have no, and the  issuance  of the Trust
Securities is not subject to,  preemptive or similar  rights and when issued and
delivered to Holders  against  payment of the purchase  price  therefor  will be
fully  paid and  non-assessable  by the  Trust.  Except as  provided  in Section
                                                                         -------
5.11(b), the Holders of the Trust Securities, in their capacities as such, shall
-------
be  entitled  to  the  same  limitation  of  personal   liability   extended  to
stockholders  of private  corporations  for profit  organized  under the General
Corporation Law of the State of Delaware.
<PAGE>

          SECTION 5.6.   Book-Entry Preferred Securities.

          (a)  A  Global  Preferred  Security  may  be exchanged, in whole or in
part, for  Definitive Preferred Securities  Certificates registered in the names
of the Owners only  if  such  exchange  complies  with  Section 5.7 and (i)  the
                                                        -----------
Depositary advises  the  Administrative  Trustees  and the  Property  Trustee in
writing that the  Depositary is no longer  willing or able properly to discharge
its  responsibilities  with  respect to the Global  Preferred  Security,  and no
qualified  successor is appointed by the  Administrative  Trustees within ninety
(90) days of receipt of such notice, (ii) the Depositary ceases to be a clearing
agency registered under the Exchange Act and the Administrative Trustees fail to
appoint a qualified  successor within ninety (90) days of obtaining knowledge of
such  event,  (iii) the  Administrative  Trustees  at their  option  advise  the
Property  Trustee in writing that the Trust elects to terminate  the  book-entry
system  through the  Depositary or (iv) a Note Event of Default has occurred and
is continuing.  Upon the occurrence of any event  specified in clause (i), (ii),
(iii) or (iv) above, the Administrative Trustees shall notify the Depositary and
instruct the Depositary to notify all Owners of Book-Entry Preferred Securities,
the Delaware  Trustee and the Property  Trustee of the  occurrence of such event
and of the availability of the Definitive Preferred  Securities  Certificates to
Owners of the Preferred  Securities  requesting  the same.  Upon the issuance of
Definitive Preferred Securities  Certificates,  the Trustees shall recognize the
Holders  of  the  Definitive  Preferred  Securities   Certificates  as  Holders.
Notwithstanding the foregoing,  if an Owner of a beneficial interest in a Global
Preferred  Security  wishes at any time to  transfer  an interest in such Global
Preferred  Security  to a  Person  other  than a QIB,  such  transfer  shall  be
effected,  subject to the Applicable Depositary  Procedures,  in accordance with
the  provisions  of this Section 5.6 and Section 5.7, and the  transferee  shall
                         -----------     -----------
receive a Definitive  Preferred  Securities  Certificate in connection with such
transfer. A holder of a Definitive  Preferred  Securities  Certificate that is a
QIB may, upon request, and in accordance with the provisions of this Section 5.6
                                                                     -----------
and Section 5.7, exchange such Definitive Preferred Securities Certificate for a
    -----------
beneficial interest in a Global Preferred Security.

          (b)  If  any  Global  Preferred  Security  is  to  be  exchanged   for
Definitive Preferred  Securities  Certificates  or canceled  in part,  or if any
Definitive Preferred Securities  Certificate  is to be exchanged in whole  or in
part for any Global Preferred Security,  then  either (i) such  Global Preferred
Security shallbe so surrendered for exchange or cancellation as provided in this
Article V or (ii) the aggregate Liquidation Amount  represented  by  such Global
---------
Preferred Security  shall be reduced,  subject to Section  5.4, or  increased by
                                                  ------------
an amount equal to the  Liquidation  Amount  represented  by that portion of the
Global  Preferred  Security  to be so  exchanged  or  canceled,  or equal to the
Liquidation   Amount  represented  by  such  Definitive   Preferred   Securities
Certificates to be so exchanged for any Global Preferred  Security,  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  Depositary   Procedures,   shall  instruct  the  Depositary  or  its
authorized  representative  to make a  corresponding  adjustment to its records.
Upon  any  such  surrender  to the  Administrative  Trustees  or the  Securities
Registrar of any Global  Preferred  Security or  Securities  by the  Depositary,
accompanied by registration  instructions,  the Administrative  Trustees, or any
one of them, shall execute the Definitive Preferred  Securities  Certificates in
accordance with the  instructions of the Depositary,  and the Property  Trustee,
upon receipt thereof,  shall authenticate and deliver such Definitive  Preferred
Securities Certificates.  None of the Securities Registrar or the Trustees shall
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.
<PAGE>

          (c)  Every   Securities   Certificate   executed  and  delivered  upon
registration  of  transfer  of,  or in  exchange  for or in lieu  of,  a  Global
Preferred Security or any portion thereof shall be executed and delivered in the
form of,  and shall be, a Global  Preferred  Security,  unless  such  Securities
Certificate  is registered in the name of a Person other than the Depositary for
such Global Preferred Security or a nominee thereof.

          (d)  The Depositary or its nominee,  as  registered  owner of a Global
Preferred  Security,  shall be the Holder of such Global Preferred  Security for
all purposes under this Trust Agreement and the Global Preferred  Security,  and
Owners with respect to a Global  Preferred  Security  shall hold such  interests
pursuant to the Applicable Depositary  Procedures.  The Securities Registrar and
the Trustees  shall be entitled to deal with the  Depositary for all purposes of
this Trust Agreement relating to the Global Preferred Securities  (including the
payment  of the  Liquidation  Amount  of  and  Distributions  on the  Book-Entry
Preferred  Securities  represented  thereby  and the giving of  instructions  or
directions by Owners of Book-Entry Preferred Securities  represented thereby and
the giving of notices) as the sole Holder of the Book-Entry Preferred Securities
represented thereby and shall have no obligations to the Owners thereof. None of
the Trustees nor the Securities Registrar shall have any liability in respect of
any transfers effected by the Depositary.

          (e)  The rights of the Owners of the Book-Entry  Preferred  Securities
shall be  exercised  only through the  Depositary  and shall be limited to those
established by law, the Applicable  Depositary Procedures and agreements between
such Owners and the  Depositary  and/or the Depositary  Participants;  provided,
that, solely for the purpose of determining whether the Holders of the requisite
amount of  Preferred  Securities  have voted on any matter  provided for in this
Trust  Agreement,  to the extent that Preferred  Securities are represented by a
Global Preferred  Security,  the Trustees may conclusively rely on, and shall be
fully  protected  in relying  on, any  written  instrument  (including  a proxy)
delivered to the Property  Trustee by the  Depositary  setting forth the Owners'
votes or assigning the right to vote on any matter to any other  Persons  either
in whole or in part. To the extent that Preferred  Securities are represented by
a Global Preferred Security, the Depositary will make book-entry transfers among
the Depositary  Participants and receive and transmit  payments on the Preferred
Securities  that  are  represented  by  a  Global  Preferred  Security  to  such
Depositary  Participants,  and none of the Depositor or the Trustees  shall have
any responsibility or obligation with respect thereto.

          (f)  To the extent that a notice or other communication to the Holders
is required under this Trust Agreement,  for so long as Preferred Securities are
represented  by a Global  Preferred  Security,  the Trustees shall give all such
notices and  communications to the Depositary,  and shall have no obligations to
the Owners.

          SECTION  5.7.  Registration  of Transfer  and  Exchange  of  Preferred
Securities Certificates.

          (a)  The Property  Trustee  shall  keep or cause  to be  kept,  at the
Corporate Trust Office, a register or registers (the  "Securities  Register") in
which the registrar and transfer agent with respect to the Trust Securities (the
"Securities  Registrar"),  subject  to  such  reasonable  regulations  as it may
prescribe,   shall  provide  for  the   registration  of  Preferred   Securities
Certificates  and Common  Securities  Certificates and registration of transfers
and  exchanges of Preferred  Securities  Certificates  as herein  provided.  The
Property  Trustee  shall at all  times  also be the  Securities  Registrar.  The
provisions  of Article VIII shall apply to the  Property  Trustee in its role as
               ------------
Securities Registrar.

          (b)  Subject to Section  5.7(d),  upon  surrender for registration  of
                          ---------------
transfer  of any  Preferred  Securities  Certificate  at the  office  or  agency
maintained pursuant to Section 5.7(f), the Administrative Trustees or any one of
                       --------------
them shall execute by manual or facsimile  signature and deliver to the Property
Trustee,  and upon receipt thereof the Property  Trustee shall  authenticate and
deliver,  in the name of the designated  transferee or transferees,  one or more
new Preferred  Securities  Certificates  in authorized  denominations  of a like
aggregate  Liquidation  Amount as may be required by this Trust  Agreement dated
the date of execution by such Administrative  Trustee or Trustees. At the option
of a  Holder,  Preferred  Securities  Certificates  may be  exchanged  for other
Preferred  Securities  Certificates  in authorized  denominations  and of a like
aggregate   Liquidation  Amount  upon  surrender  of  the  Preferred  Securities
Certificate  to be  exchanged  at the office or agency  maintained  pursuant  to
Section 5.7(f).   Whenever  any  Preferred   Securities   Certificates   are  so
--------------

<PAGE>

surrendered for exchange,  the Administrative  Trustees or any one of them shall
execute by manual or facsimile  signature  and deliver to the Property  Trustee,
and upon receipt thereof the Property  Trustee shall  authenticate  and deliver,
the  Preferred  Securities  Certificates  that the Holder making the exchange is
entitled to receive.

          (c)  The Securities  Registrar  shall not be  required,  (i) to issue,
register  the  transfer of or exchange any  Preferred  Security  during a period
beginning  at the  opening  of  business  fifteen  (15) days  before  the day of
selection for redemption of such Preferred Securities pursuant to Article IV and
                                                                  ----------
ending  at the  close  of  business  on the  day of  mailing  of the  notice  of
redemption  or (ii) to  register  the  transfer  of or  exchange  any  Preferred
Security so selected for redemption in whole or in part,  except, in the case of
any such Preferred  Security to be redeemed in part, any portion  thereof not to
be redeemed.

          (d)  Every Preferred Securities  Certificate  presented or surrendered
for  registration  of  transfer  or  exchange  shall  be  duly  endorsed,  or be
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Securities  Registrar duly executed by the Holder or such Holder's attorney duly
authorized in writing and (i) if such Preferred Securities  Certificate is being
transferred  otherwise  than  to a  QIB,  accompanied  by a  certificate  of the
transferee  substantially  in the form set forth as  Exhibit E hereto or (ii) if
                                                     ---------
such Preferred Securities Certificate is being transferred to a QIB, accompanied
by a  certificate  of the  transferor  substantially  in the form  set  forth as
Exhibit F hereto.
---------

          (e)  No service charge shall be made for any registration  of transfer
or exchange of Preferred  Securities  Certificates,  but the Property Trustee on
behalf of the Trust may require  payment of a sum sufficient to cover any tax or
governmental  charge  that may be imposed in  connection  with any  transfer  or
exchange of Preferred Securities Certificates.

          (f)  The Administrative  Trustees shall designate an office or offices
or agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange,  and initially designate the Corporate
Trust  Office as its office and agency  for such  purposes.  The  Administrative
Trustees shall give prompt written notice to the Depositor, the Property Trustee
and to the Holders of any change in the location of any such office or agency.

          (g)  With respect to Preferred Securities issued to QIBs in  the  form
of one or more  Definitive  Preferred  Securities  Certificates  as  provided in
Section  5.4(c),  and any subsequent  transfers  thereof,  the Depositor and the
Trust  shall use all  commercially  reasonable  efforts  to make such  Preferred
Securities  eligible  for  clearance  and  settlement  as  Book-Entry  Preferred
Securities  through  the  facilities  of the  Depositary  and listed for trading
through  the PORTAL  Market,  and will  execute,  deliver  and  comply  with all
representations  made to, and  agreements  with,  the  Depositary and the PORTAL
Market in connection therewith.

          SECTION  5.8.  Mutilated,   Destroyed,   Lost   or  Stolen  Securities
Certificates.

          (a)  If any mutilated Securities  Certificate  shall be surrendered to
the  Securities  Registrar  together  with such  security or indemnity as may be
required by the  Securities  Registrar and the  Administrative  Trustees to save
each of them  harmless,  the  Administrative  Trustees,  or any one of them,  on
behalf of the Trust,  shall  execute and make  available  for delivery and, with
respect to Preferred  Securities,  the Property Trustee shall  authenticate,  in
exchange  therefor  a new  Securities  Certificate  of  like  class,  tenor  and
denomination.

          (b)  If  the  Securities  Registrar  shall  receive  evidence  to  its
satisfaction of the destruction, loss or theft of any Securities Certificate and
there shall be  delivered to the  Securities  Registrar  and the  Administrative
Trustees  such  security or indemnity as may be required by them to save each of
them harmless,  then in the absence of notice that such  Securities  Certificate
shall have been acquired by a protected purchaser,  the Administrative Trustees,
or any one of them, on behalf of the Trust, shall execute and make available for
delivery, and, with respect to Preferred Securities,  the Property Trustee shall
authenticate,  in exchange for or in lieu of any such destroyed,  lost or stolen
Securities  Certificate,  a new Securities  Certificate of like class, tenor and
denomination.
<PAGE>

          (c)  In connection with the issuance of any new Securities Certificate
under this Section 5.8, the Administrative  Trustees or the Securities Registrar
           -----------
may  require  the  payment  of a sum  sufficient  to  cover  any  tax  or  other
governmental charge that may be imposed in connection therewith.

          (d)  Any duplicate  Securities  Certificate  issued  pursuant  to this
Section 5.8 shall  constitute  conclusive  evidence of an  undivided  beneficial
-----------
interest  in the  assets of the Trust  corresponding  to that  evidenced  by the
mutilated,  lost, stolen or destroyed Securities  Certificate,  as if originally
issued,  whether or not the lost,  stolen or  destroyed  Securities  Certificate
shall be found at any time.

          (e)  If any such  mutilated,  destroyed,  lost  or  stolen  Securities
Certificate  has become or is about to become due and payable,  the Depositor in
its  discretion  may,  instead of issuing a new Trust  Security,  pay such Trust
Security.

          (f)  The  provisions  of this  Section  5.8 are  exclusive  and  shall
                                         ------------
preclude (to the extent  lawful) all other  rights and remedies  with respect to
the replacement of mutilated, destroyed, lost or stolen Securities Certificates.

          SECTION 5.9.   Persons Deemed Holders.

          The Trustees and the Securities  Registrar shall each treat the Person
in whose name any Securities  Certificate  shall be registered in the Securities
Register  as the  owner of the Trust  Securities  evidenced  by such  Securities
Certificate  for the  purpose  of  receiving  Distributions  and  for all  other
purposes whatsoever, and none of the Trustees and the Securities Registrar shall
be bound by any notice to the contrary.

          SECTION 5.10.  Cancellation.

          All Preferred Securities Certificates  surrendered for registration of
transfer or exchange or for payment  shall,  if  surrendered to any Person other
than the Property Trustee,  be delivered to the Property  Trustee,  and any such
Preferred  Securities   Certificates  and  Preferred   Securities   Certificates
surrendered  directly  to the  Property  Trustee for any such  purpose  shall be
promptly canceled by it. The Administrative  Trustees may at any time deliver to
the Property  Trustee for  cancellation  any Preferred  Securities  Certificates
previously  delivered  hereunder  that  the  Administrative  Trustees  may  have
acquired in any manner whatsoever,  and all Preferred Securities Certificates so
delivered  shall be promptly  canceled by the  Property  Trustee.  No  Preferred
Securities  Certificates  shall  be  executed  and  delivered  in  lieu of or in
exchange for any Preferred Securities  Certificates canceled as provided in this
Section  5.10,  except as  expressly  permitted  by this  Trust  Agreement.  All
-------------
canceled Preferred Securities  Certificates shall be disposed of by the Property
Trustee in  accordance  with its customary  practices  and the Property  Trustee
shall deliver to the Administrative Trustees a certificate of such disposition.

          SECTION 5.11.  Ownership of Common Securities by Depositor.

          (a)  On the Closing Date, the Depositor shall acquire,  and thereafter
shall 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  (in which  event such  Common  Securities  will be
transferred to such surviving entity, transferee or lessee, as the case may be),
pursuant  to  Section  8.1 of the  Indenture  or  (ii)  to the  Depositor  or an
              ------------
Affiliate of the Depositor,  in each such case in compliance with applicable law
(including the  Securities  Act, and  applicable  state  securities and blue sky
laws).  To the fullest  extent  permitted by law, any attempted  transfer of the
Common Securities other than as set forth in the immediately  preceding sentence
shall be void. The  Administrative  Trustees shall cause each Common  Securities
Certificate  issued to the Depositor to contain a legend  stating  substantially
"THIS  CERTIFICATE IS NOT TRANSFERABLE  EXCEPT IN COMPLIANCE WITH APPLICABLE LAW
AND SECTION 5.11 OF THE TRUST AGREEMENT."
<PAGE>

          (b)  Any Holder of the Common Securities shall be liable for the debts
and  obligations  of the Trust in the manner and to the extent set forth  herein
with  respect  to the  Depositor  and  agrees  that it shall be  subject  to all
liabilities  to which the Depositor may be subject and, prior to becoming such a
Holder, shall deliver to the Administrative Trustees an instrument of assumption
satisfactory to such Trustees.

          SECTION 5.12.  Restricted Legends.
                         ------------------

          (a)  Each  Preferred  Security  Certificate  shall  bear a  legend  in
substantially the following form:

          "[IF  THIS  SECURITY  IS A  GLOBAL  SECURITY  INSERT:  THIS  PREFERRED
            ---------------------------------------------------
          SECURITY  IS A  GLOBAL  SECURITY  WITHIN  THE  MEANING  OF  THE  TRUST
          AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
          DEPOSITORY  TRUST COMPANY  ("DTC") OR A NOMINEE OF DTC. THIS PREFERRED
          SECURITY IS EXCHANGEABLE  FOR PREFERRED  SECURITIES  REGISTERED IN THE
          NAME OF A PERSON  OTHER THAN DTC OR ITS  NOMINEE  ONLY IN THE  LIMITED
          CIRCUMSTANCES  DESCRIBED  IN THE TRUST  AGREEMENT,  AND NO TRANSFER OF
          THIS  PREFERRED  SECURITY  (OTHER  THAN A TRANSFER  OF THIS  PREFERRED
          SECURITY  AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC
          TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED  EXCEPT IN LIMITED
          CIRCUMSTANCES.

          UNLESS  THIS   PREFERRED   SECURITY  IS  PRESENTED  BY  AN  AUTHORIZED
          REPRESENTATIVE  OF DTC TO FIRST BANK STATUTORY TRUST VIII OR ITS AGENT
          FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT,  AND ANY PREFERRED
          SECURITY  ISSUED  IS  REGISTERED  IN THE NAME OF CEDE & CO. OR IN SUCH
          OTHER NAME AS REQUESTED BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND
          ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
          REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC),  ANY  TRANSFER,
          PLEDGE OR OTHER USE HEREOF FOR VALUE OR  OTHERWISE BY OR TO ANY PERSON
          IS WRONGFUL  INASMUCH AS THE REGISTERED OWNER HEREOF,  CEDE & CO., HAS
          AN INTEREST HEREIN.]

          THE  PREFERRED   SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  WERE
          ORIGINALLY ISSUED IN A TRANSACTION  EXEMPT FROM REGISTRATION UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  AND SUCH
          PREFERRED SECURITIES OR ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD
          OR OTHERWISE  TRANSFERRED  IN THE ABSENCE OF SUCH  REGISTRATION  OR AN
          APPLICABLE  EXEMPTION  THEREFROM.  EACH  PURCHASER  OF  ANY  PREFERRED
          SECURITIES  IS  HEREBY  NOTIFIED  THAT  THE  SELLER  OF THE  PREFERRED
          SECURITIES  MAY BE RELYING ON THE  EXEMPTION  FROM THE  PROVISIONS  OF
          SECTION  5 OF THE  SECURITIES  ACT  PROVIDED  BY RULE  144A  UNDER THE
          SECURITIES ACT.

          THE HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE
          AGREES FOR THE  BENEFIT OF THE TRUST AND THE  DEPOSITOR  THAT (A) SUCH
          PREFERRED SECURITIES MAY BE OFFERED,  RESOLD OR OTHERWISE  TRANSFERRED
          ONLY (I) TO THE TRUST,  (II) TO A PERSON  WHOM THE  SELLER  REASONABLY
          BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
          UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
          RULE 144A, OR (III) TO AN INSTITUTIONAL  "ACCREDITED  INVESTOR" WITHIN
          THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER
          THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
          OR FOR THE ACCOUNT OF AN "ACCREDITED  INVESTOR," WITHIN THE MEANING OF
          SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
          ACT, FOR  INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR
          SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF  THE
          SECURITIES  ACT,  IN  EACH  CASE IN  ACCORDANCE  WITH  ANY  APPLICABLE
          SECURITIES  LAWS  OF ANY  STATE  OF THE  UNITED  STATES  OR ANY  OTHER
          APPLICABLE  JURISDICTION  AND,  IN THE CASE OF (III),  SUBJECT  TO THE
          RIGHT OF THE TRUST AND THE  DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL
          ADDRESSING  COMPLIANCE  WITH  THE  U.S.  SECURITIES  LAWS,  AND  OTHER
          INFORMATION  SATISFACTORY  TO  EACH OF THEM  AND (B) THE  HOLDER  WILL
          NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE
          RESTRICTIONS REFERRED TO IN (A) ABOVE.
<PAGE>

          THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
          BLOCKS  HAVING  AN  AGGREGATE  LIQUIDATION  AMOUNT  OF NOT  LESS  THAN
          $100,000.  TO THE  FULLEST  EXTENT  PERMITTED  BY LAW,  ANY  ATTEMPTED
          TRANSFER OF PREFERRED SECURITIES,  OR ANY INTEREST THEREIN, IN A BLOCK
          HAVING AN  AGGREGATE  LIQUIDATION  AMOUNT OF LESS  THAN  $100,000  AND
          MULTIPLES OF $1,000 IN EXCESS  THEREOF  SHALL BE DEEMED TO BE VOID AND
          OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW,
          ANY SUCH PURPORTED  TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF
          SUCH PREFERRED SECURITIES FOR ANY PURPOSE,  INCLUDING, BUT NOT LIMITED
          TO, THE  RECEIPT OF  LIQUIDATION  AMOUNT OF OR  DISTRIBUTIONS  ON SUCH
          PREFERRED  SECURITIES,  OR ANY INTEREST  THEREIN,  AND SUCH  PURPORTED
          TRANSFEREE  SHALL BE DEEMED  TO HAVE NO  INTEREST  WHATSOEVER  IN SUCH
          PREFERRED SECURITIES.

          THE  HOLDER  OF  THIS  SECURITY,  OR  ANY  INTEREST  THEREIN,  BY  ITS
          ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT
          IT IS NOT AN EMPLOYEE BENEFIT PLAN,  INDIVIDUAL  RETIREMENT ACCOUNT OR
          OTHER  PLAN  OR  ARRANGEMENT  SUBJECT  TO  TITLE  I  OF  THE  EMPLOYEE
          RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR
          SECTION  4975 OF THE INTERNAL  REVENUE  CODE OF 1986,  AS AMENDED (THE
          "CODE") (EACH A "PLAN"),  OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
          "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO
          PERSON  INVESTING  "PLAN  ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS
          PREFERRED  SECURITY OR ANY INTEREST THEREIN,  UNLESS SUCH PURCHASER OR
          HOLDER IS ELIGIBLE FOR THE EXEMPTIVE  RELIEF  AVAILABLE  UNDER SECTION
          408(b)(17) OF ERISA, U.S.  DEPARTMENT OF LABOR PROHIBITED  TRANSACTION
          CLASS  EXEMPTION  96-23,  95-60,  91-38,  90-1  OR  84-14  OR  ANOTHER
          APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY,  OR
          ANY INTEREST  THEREIN,  ARE NOT  PROHIBITED BY SECTION 406 OF ERISA OR
          SECTION  4975 OF THE CODE WITH  RESPECT TO SUCH  PURCHASE AND HOLDING.
          ANY  PURCHASER OR HOLDER OF THE  PREFERRED  SECURITIES OR ANY INTEREST
          THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
          THEREOF  THAT EITHER (i) IT IS NOT AN EMPLOYEE  BENEFIT  PLAN OR OTHER
          PLAN TO  WHICH  TITLE  I OF  ERISA  OR  SECTION  4975  OF THE  CODE IS
          APPLICABLE,  A TRUSTEE  OR OTHER  PERSON  ACTING ON BEHALF OF ANY SUCH
          EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE
          "PLAN  ASSETS" OF ANY SUCH  EMPLOYEE  BENEFIT  PLAN OR PLAN TO FINANCE
          SUCH  PURCHASE,  OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A
          PROHIBITED  TRANSACTION  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
          THE CODE FOR WHICH FULL  EXEMPTIVE  RELIEF IS NOT  AVAILABLE  UNDER AN
          APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

          THIS  OBLIGATION  IS NOT A DEPOSIT  AND IS NOT  INSURED  BY THE UNITED
          STATES  OR ANY  AGENCY OR FUND OF THE  UNITED  STATES,  INCLUDING  THE
          FEDERAL DEPOSIT INSURANCE CORPORATION."

          (b)  The above legend shall not be removed  from any of the  Preferred
Securities  Certificates  unless there is delivered to the Property  Trustee and
the Depositor satisfactory evidence, which may include an Opinion of Counsel, as
may be reasonably  required to ensure that any future  transfers  thereof may be
made without  restriction under or violation of the provisions of the Securities
Act and other applicable law. Upon provision of such satisfactory  evidence, one
or more of the Administrative  Trustees on behalf of the Trust shall execute and
deliver to the Property Trustee, and the Property Trustee shall authenticate and
deliver,  at the  written  direction  of the  Administrative  Trustees  and  the
Depositor, Preferred Securities Certificates that do not bear the legend.

          SECTION 5.13.  Form of Certificate of Authentication.

          The  Property  Trustee's  certificate  of  authentication  shall be in
          substantially the following form:

          This represents    Preferred    Securities    referred   to   in   the
          within-mentioned Trust Agreement.

Dated:                                            WILMINGTON TRUST  COMPANY, not
                                                  in  its  individual  capacity,
                                                  but solely as Property Trustee


                                                  By:  _________________________
                                                       Authorized officer
<PAGE>


                                  ARTICLE VI.

                        Meetings; Voting; Acts of Holders

          SECTION 6.1.   Notice of Meetings.

          Notice of all  meetings  of the Holders of the  Preferred  Securities,
stating  the  time,  place and  purpose  of the  meeting,  shall be given by the
Property   Trustee  pursuant  to  Section  11.8  to  each  Holder  of  Preferred
                                  -------------
Securities,  at such Holder's registered address, at least fifteen (15) days and
not more than ninety  (90) days before the  meeting.  At any such  meeting,  any
business properly before the meeting may be so considered  whether or not stated
in the notice of the  meeting.  Any  adjourned  meeting may be held as adjourned
without further notice.

          SECTION 6.2.   Meetings of Holders of the Preferred Securities.

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

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

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

          SECTION 6.3.   Voting Rights.

          Holders shall be entitled to one vote for each $10,000 of  Liquidation
Amount  represented  by their  Outstanding  Trust  Securities  in respect of any
matter as to which such Holders are entitled to vote.

          SECTION 6.4.   Proxies, Etc.

          At any meeting of  Holders,  any Holder  entitled to vote  thereat may
vote by proxy,  provided,  that no proxy shall be voted at any meeting unless it
shall have been placed on file with the  Administrative  Trustees,  or with such
other officer or agent of the Trust as the  Administrative  Trustees may direct,
for verification  prior to the time at which such vote shall be taken.  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 6.5.   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 Preferred  Securities  entitled to vote in
respect of such action (or such lesser or greater proportion thereof as shall be
required by any other  provision of this Trust  Agreement)  shall consent to the
action in writing;  provided, that notice of such action is promptly provided to
the Holders of Preferred  Securities  that did not consent to such  action.  Any
action  that may be taken by the  Holders  of all the Common  Securities  may be
taken  without a meeting and without  prior notice if such Holders shall consent
to the action in writing.
<PAGE>

          SECTION 6.6.   Record Date for Voting and Other Purposes.

          Except as provided in Section 6.10(a), for the purposes of determining
                                ---------------
the Holders  who are  entitled to notice of and to vote at any meeting or to act
by  written  consent,  or to  participate  in  any  distribution  on  the  Trust
Securities  in respect of which a record date is not  otherwise  provided for in
this Trust Agreement, or for the purpose of any other action, the Administrative
Trustees may from time to time fix a date,  not more than ninety (90) days prior
to the date of any meeting of Holders or the payment of a Distribution  or other
action,  as the case  may be,  as a record  date  for the  determination  of the
identity of the Holders of record for such purposes.

          SECTION 6.7.   Acts of Holders.

          (a)  Any request, demand,  authorization, direction,  notice, consent,
waiver or other  action  provided or  permitted  by this Trust  Agreement  to be
given,  made or taken by Holders may be embodied in and evidenced by one or more
instruments of  substantially  similar tenor signed by such Holders in person or
by an agent  thereof  duly  appointed  in  writing;  and,  except  as  otherwise
expressly  provided  herein,  such  action  shall  become  effective  when  such
instrument or  instruments  are  delivered to an  Administrative  Trustee.  Such
instrument  or  instruments  (and the  action  embodied  therein  and  evidenced
thereby) are herein  sometimes  referred to as the "Act" of the 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 conclusive in favor of the Trustees,  if made in the manner
provided in this Section 6.7.
                 -----------

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

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

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

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

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

          SECTION 6.8.   Inspection of Records.

          Upon reasonable written notice to the Administrative  Trustees and the
Property  Trustee,  the records of the Trust shall be open to  inspection by any
Holder during normal business hours for any purpose  reasonably  related to such
Holder's interest as a Holder.
<PAGE>

          SECTION 6.9.   Limitations on Voting Rights.

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

          (b)  So long as any Notes are held  by  the Property Trustee on behalf
of the Trust, the  Property  Trustee shall  not (i) direct the time,  method and
place of conducting any proceeding for any remedy available to the Note Trustee,
or exercise any trust or power conferred on the Property Trustee with respect to
the Notes,  (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 Notes shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or the Notes, where such
consent shall be required,  without, in each case,  obtaining the prior approval
of the Holders of at least a Majority  in  Liquidation  Amount of the  Preferred
Securities; provided, that where a consent under the Indenture would require the
consent  of each  holder  of Notes  (or each  Holder  of  Preferred  Securities)
affected thereby, no such consent shall be given by the Property Trustee without
the prior written consent of each Holder of Preferred  Securities.  The Property
Trustee shall not revoke any action previously  authorized or approved by a vote
of the Holders of the Preferred  Securities,  except by a subsequent vote of the
Holders of the  Preferred  Securities.  In addition to obtaining  the  foregoing
approvals of the Holders of the Preferred Securities, prior to taking any of the
foregoing actions,  the Property Trustee shall, at the expense of the Depositor,
obtain an Opinion of Counsel experienced in such matters to the effect that such
action shall not cause the Trust to be taxable as a corporation or classified as
other than a grantor trust for United States federal income tax purposes.

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

          SECTION  6.10. Acceleration  of Maturity;  Rescission  of  Annulment;
Waivers of Past Defaults.

          (a)  For so long as any Preferred Securities remain  Outstanding,  if,
upon a Note Event of Default pursuant to paragraphs (c), (e), (f), (g) or (h) of
                                                    ---  ---  ---  ---    ---
Section 5.1 of the Indenture,  the Note Trustee fails or the holders of not less
-----------
than twenty five percent (25%) in principal amount of the outstanding Notes fail
to declare the principal of all of the Notes to be immediately  due and payable,
the Holders of at least twenty-five  percent (25%) in Liquidation  Amount of the
Preferred  Securities  then  Outstanding  shall  have  the  right  to make  such
declaration  by a notice in writing to the Property  Trustee,  the Depositor and
the Note Trustee.  At any time after a declaration of acceleration  with respect
to the Notes has been made and  before a judgment  or decree for  payment of the
money due has been  obtained by the Note  Trustee as provided in the  Indenture,
the  Holders  of at least a  Majority  in  Liquidation  Amount of the  Preferred
Securities,  by written  notice to the Property  Trustee,  the Depositor and the
Note Trustee, may rescind and annul such declaration and its consequences if:
<PAGE>

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

                    (A)  all  overdue  installments  of  interest  on all of the
               Notes;

                    (B)  any accrued Additional Interest on all of the Notes;

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

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

               (ii) all Note Events of Default,  other than the  non-payment  of
          the  principal  of the  Notes  that  has  become  due  solely  by such
          acceleration, have been cured or waived as provided in Section 5.13 of
                                                                 ------------
          the Indenture.

          Upon receipt by the Property Trustee of written notice requesting such
an acceleration,  or rescission and annulment thereof, by Holders of any part of
the Preferred  Securities,  a record date shall be established  for  determining
Holders of  Outstanding  Preferred  Securities  entitled to join in such notice,
which  record  date shall be at the close of  business  on the day the  Property
Trustee  receives  such notice.  The Holders on such record date,  or their duly
designated  proxies,  and only such  Persons,  shall be entitled to join in such
notice,  whether or not such  Holders  remain  Holders  after such record  date;
provided,  that,  unless such  declaration  of  acceleration,  or rescission and
annulment,  as the case may be,  shall have  become  effective  by virtue of the
requisite  percentage  having  joined  in such  notice  prior to the day that is
ninety  (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 ninety (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 that 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
                                                                         -------
6.10(a).
-------

          (b)  For  so  long  as any Preferred Securities remain Outstanding, to
the  fullest  extent  permitted  by  law and  subject to the terms of this Trust
Agreement and the Indenture, upon a Note Event of Default specified in paragraph
or (c) of Section 5.1 of the Indenture, any Holder of Preferred Securities shall
          -----------
 (a), (b) have  the  right  to  institute  a  proceeding  directly  against  the
pursuant to Section 5.8 of the  Indenture,  for  enforcement  of payment to such
            -----------
Depositor, Holder of any amounts payable in respect of Notes having an aggregate
principal amount  equal  to the aggregate  Liquidation  Amount  of the Preferred
Securities of  such Holder.  Except  as set  forth in  Section 6.10(a)  and this
                                                       ---------------
Section 6.10(b), the  Holders of Preferred  Securities shall  have  no  right to
---------------
exercise directly any right or remedy available to the holders of, or in respect
of, the Notes.

          (c)   Notwithstanding paragraphs (a) and (b) of this Section 6.10, the
                                                               ------------
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
may, on behalf of the Holders of all the  Preferred  Securities,  waive any Note
Event of Default,  except any Note Event of Default  arising from the failure to
pay any  principal  of or  premium,  if  any,  or  interest  on  (including  any
Additional Interest) the Notes (unless such Note Event of Default has been cured
and a sum  sufficient  to pay  all  matured  installments  of  interest  and all
principal and premium,  if any, on all Notes due otherwise than by  acceleration
has been  deposited with the Note Trustee) or a Note Event of Default in respect
of a covenant  or  provision  that under the  Indenture  cannot be  modified  or
amended  without the consent of the holder of each  outstanding  Note.  Upon any
such waiver,  such Note Event of Default shall cease to exist and any Note Event
of  Default  arising  therefrom  shall be deemed  to have  been  cured for every
purpose of the Indenture;  but no such waiver shall affect any  subsequent  Note
Event of Default or impair any right consequent thereon.
<PAGE>

          (d)  Notwithstanding  paragraphs  (a) and (b) of this Section 6.10 and
                                                                ------------
subject to  paragraph  (c),  the Holders of at least a Majority  in  Liquidation
Amount of the  Preferred  Securities  may,  on behalf of the  Holders of all the
Preferred Securities, waive any Event of Default and its consequences. Upon such
waiver, any such Event of Default shall cease to exist, and any Event of Default
arising  therefrom shall be deemed to have been cured, for every purpose of this
Trust  Agreement,  but no such waiver  shall extend to any  subsequent  or other
Event of Default or impair any right consequent thereon.

          (e)  The Holders of a Majority in Liquidation  Amount of the Preferred
Securities  shall  have the  right to  direct  the  time,  method  and  place of
conducting any proceeding  for any remedy  available to the Property  Trustee in
respect of this Trust  Agreement or the Notes or  exercising  any trust or power
conferred upon the Property Trustee under this Trust Agreement;  provided, that,
subject to Sections 8.5 and 8.7, the  Property  Trustee  shall have the right to
           ------------     ---
decline to follow any such  direction if the Property  Trustee  being advised by
counsel  determines that the action so directed may not lawfully be taken, or if
the  Property  Trustee in good faith  shall,  by an officer or  officers  of the
Property Trustee, determine that the proceedings so directed would be illegal or
involve  it in  personal  liability  or be unduly  prejudicial  to the rights of
Holders not party to such direction, and provided, further, that nothing in this
Trust  Agreement  shall  impair  the right of the  Property  Trustee to take any
action deemed proper by the Property Trustee and which is not inconsistent  with
such direction.

                                  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 Delaware banking corporation with trust
powers, duly organized,  validly existing and in good standing under the laws of
the State of Delaware;

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

          (c)  the Delaware  Trustee is a  Delaware  banking  corporation,  duly
organized  with trust powers,  validly  existing and in good standing  under the
laws of the State of Delaware  and with its  principal  place of business in the
State of Delaware;

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

          (e)  this Trust  Agreement  has been  duly  authorized,  executed  and
delivered by the Property  Trustee and the Delaware  Trustee and constitutes the
legal,  valid and  binding  agreement  of each of the  Property  Trustee and the
Delaware Trustee  enforceable against each of them in accordance with its terms,
subject  to  applicable  bankruptcy,   insolvency  and  similar  laws  affecting
creditors'  rights  generally  and to  general  principles  of  equity  and  the
discretion  of the court  (regardless  of whether  considered in a proceeding in
equity or at law);

          (f)  the execution, delivery and  performance of this Trust  Agreement
have been duly authorized by all necessary corporate or other action on the part
of the Property Trustee and the Delaware Trustee and do not require any approval
of  stockholders  of the  Property  Trustee  and the  Delaware  Trustee and such
execution,  delivery and performance will not (i) violate the Charter or By-laws
of the Property  Trustee or the Delaware  Trustee or (ii) violate any applicable
law,  governmental  rule or  regulation  of the  United  States  or the State of
Delaware,  as the case may be,  governing  the banking  and trust  powers of the
Property  Trustee  or the  Delaware  Trustee or any  order,  judgment  or decree
applicable to the Property Trustee or the Delaware Trustee;
<PAGE>

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

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

          SECTION 7.2.   Representations and Warranties of Depositor.

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

          (a)  the Depositor is a corporation duly organized,  validly  existing
and in good standing under the laws of its state of incorporation;

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

          (c)  this Trust  Agreement  has been  duly  authorized,  executed  and
delivered  by the  Depositor  and  constitutes  the  legal,  valid  and  binding
agreement of the Depositor  enforceable against the Depositor in accordance with
its  terms,  subject to  applicable  bankruptcy,  insolvency  and  similar  laws
affecting creditors' rights generally and to general principles of equity;

          (d)  the Securities Certificates  issued at the Closing Date on behalf
of the  Trust  have  been duly  authorized  and will have been duly and  validly
executed,  issued and delivered by the applicable 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 such date,  entitled to the benefits of
this Trust Agreement;

          (e)  the execution, delivery and  performance of this Trust  Agreement
have been duly authorized by all necessary corporate or other action on the part
of  the  Depositor  and do not  require  any  approval  of  stockholders  of the
Depositor and such execution,  delivery and performance will not (i) violate the
articles or certificate  of  incorporation  or by-laws (or other  organizational
documents) of the  Depositor or (ii) violate any  applicable  law,  governmental
rule or  regulation  governing  the  Depositor  or any  material  portion of its
property or any order,  judgment or decree  applicable  to the  Depositor or any
material portion of its property;

          (f)  neither the authorization, execution or delivery by the Depositor
of this Trust Agreement nor the  consummation of any of the  transactions by the
Depositor contemplated herein requires the consent or approval of, the giving of
notice to, the registration  with or the taking of any other action with respect
to any  governmental  authority or agency under any existing law  governing  the
Depositor or any material portion of its property; and

          (g)  there  are  no  proceedings  pending  or,  to  the  best  of  the
Depositor's  knowledge,  threatened  against or affecting  the  Depositor or any
material  portion  of its  property  in any  court or  before  any  governmental
authority,  agency or arbitration board or tribunal that, individually or in the
aggregate, would materially and adversely affect the Trust or would question the
right,  power and authority of the Depositor,  as the case may be, to enter into
or perform its obligations under this Trust Agreement.

                                 ARTICLE VIII.

                                  The Trustees

          SECTION 8.1.   Number of Trustees.

          The number of Trustees shall be five (5), provided,  that the Property
Trustee  and the  Delaware  Trustee  may be the same  Person,  in which case the
number of Trustees shall be four (4). The number of Trustees may be increased or
decreased by Act of the Holder of the Common Securities subject to Sections 8.2,
                                                                   ------------
8.3,  and  8.4.  The  death,  resignation,   retirement,   removal,  bankruptcy,
---        ---
incompetence  or incapacity to perform the duties of a Trustee shall not operate
to annul, dissolve or terminate the Trust.
<PAGE>

          SECTION 8.2.   Property Trustee Required.

          There shall at all times be a Property Trustee  hereunder with respect
to the Trust Securities.  The Property Trustee shall be a corporation  organized
and doing  business under the laws of the United States or of any state thereof,
authorized to exercise  corporate  trust powers,  having a combined  capital and
surplus of at least fifty million dollars ($50,000,000),  subject to supervision
or  examination  by federal or state  authority  and having an office within the
United  States.  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 8.2,  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  shall  cease  to be  eligible  in  accordance  with  the
provisions of this  Section 8.2,  it shall resign  immediately in the manner and
                    -----------
with the effect hereinafter specified in this Article VIII.
                                              ------------

          SECTION 8.3.   Delaware Trustee Required.

          (a)  If required by the Delaware Statutory  Trust Act,  there shall at
all times be a  Delaware  Trustee  with  respect  to the Trust  Securities.  The
Delaware  Trustee shall either be (i) a natural  person who is at least 21 years
of age and a resident of the State of  Delaware or (ii) a legal  entity that has
its principal  place of business in the State of Delaware,  otherwise  meets the
requirements  of  applicable  Delaware  law and  shall act  through  one or more
persons  authorized  to bind such entity.  If at any time the  Delaware  Trustee
shall cease to be eligible in  accordance  with the  provisions  of this Section
                                                                         -------
8.3, it shall resign  immediately in the manner and with the effect  hereinafter
---
specified in this Article VIII.
                  ------------

          (b)  The  Delaware  Trustee  shall  not  be entitled  to  exercise any
powers,   nor  shall  the   Delaware   Trustee   have  any  of  the  duties  and
responsibilities,  of the Property  Trustee or the  Administrative  Trustees set
forth herein. The Delaware Trustee shall be one of the trustees of the Trust for
the sole and limited  purpose of fulfilling the  requirements of Section 3807 of
the Delaware  Statutory Trust Act and for taking such actions as are required to
be taken by a Delaware  trustee  under the  Delaware  Statutory  Trust Act.  The
duties (including fiduciary duties), liabilities and obligations of the Delaware
Trustee shall be limited to (a) accepting  legal process  served on the Trust in
the State of Delaware and (b) the execution of any  certificates  required to be
filed with the  Secretary  of State of the State of Delaware  that the  Delaware
Trustee is required to execute  under  Section  3811 of the  Delaware  Statutory
Trust Act and there shall be no other  duties  (including  fiduciary  duties) or
obligations, express or implied, at law or in equity, of the Delaware Trustee.

          SECTION 8.4.   Appointment of Administrative Trustees.

          (a)  There shall at all times be one or more  Administrative  Trustees
hereunder  with respect to the Trust  Securities.  Each  Administrative  Trustee
shall be  either  a  natural  person  who is at least 21 years of age or a legal
entity  that  shall act  through  one or more  persons  authorized  to bind that
entity. Each of the individuals identified as an "Administrative Trustee" in the
preamble of this Trust Agreement hereby accepts his or her appointment as such.

          (b)  Except where a  requirement  for  action by a specific  number of
Administrative Trustees is expressly set forth in this Trust Agreement,  any act
required  or  permitted  to be taken  by,  and any  power of the  Administrative
Trustees  may  be   exercised   by,  or  with  the  consent  of,  any  one  such
Administrative  Trustee.  Whenever  a vacancy  in the  number of  Administrative
Trustees  shall  occur,  until such vacancy is filled by the  appointment  of an
Administrative  Trustee in  accordance  with Section  8.11,  the  Administrative
                                             -------------
Trustees in office,  regardless of their number (and  notwithstanding  any other
provision  of this Trust  Agreement),  shall have all the powers  granted to the
Administrative  Trustees  and shall  discharge  all the duties  imposed upon the
Administrative Trustees by this Trust Agreement.
<PAGE>

          SECTION 8.5.   Duties and Responsibilities of the Trustees.

          (a)  The  rights,  immunities,  duties  and  responsibilities  of  the
Trustees  shall be as  provided  by this Trust  Agreement  and there shall be no
other duties (including fiduciary duties) or obligations, express or implied, at
law or in  equity,  of the  Trustees;  provided,  however,  that if an  Event of
Default  known to the  Property  Trustee has  occurred  and is  continuing,  the
Property  Trustee shall,  prior to the receipt of  directions,  if any, from the
Holders  of  at  least  a  Majority  in  Liquidation  Amount  of  the  Preferred
Securities,  exercise  such of the rights and powers  vested in it by this Trust
Agreement,  and use the same  degree  of care and  skill in its  exercise,  as a
prudent person would exercise or use under the  circumstances  in the conduct of
such person's own affairs.  Notwithstanding the foregoing,  no provision of this
Trust  Agreement  shall  require  any of the  Trustees to expend or risk its own
funds or otherwise  incur any financial  liability in the  performance of any of
its  duties  hereunder,  or in the  exercise  of any of its or their  rights  or
powers, if it or 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 Trustees  shall be subject to the
provisions  of this  Section  8.5. To the extent  that,  at law or in equity,  a
                     ------------
Trustee has duties (including  fiduciary duties) to the Trust or to the Holders,
such Trustee's  duties may be restricted or eliminated by the provisions in this
Trust Agreement,  except that this Trust Agreement may not eliminate the implied
contractual  covenant  of good faith and fair  dealing.  A Trustee  shall not be
liable  to the  Trust  or a  Holder  or  another  Person  that is party to or is
otherwise  bound by this Trust  Agreement  for breach of  fiduciary  duty if the
Trustee has relied in good faith on the provisions of this Trust Agreement.  The
provisions of this Trust  Agreement,  to the extent that they limit or eliminate
the  liabilities  of the Trustees  otherwise  existing at law or in equity,  are
agreed by the Depositor and the Holders to replace such other liabilities of the
Trustees,  except  that no  provision  of this  Trust  Agreement  may  limit  or
eliminate  liability  for any  act or  omission  that  constitutes  a bad  faith
violation of the implied contractual covenant of good faith and fair dealing.

          (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 the Trustees are not personally
liable to it for any amount  distributable  in respect of any Trust  Security or
for any other  liability in respect of any Trust  Security.  This Section 8.5(b)
                                                                  --------------
does not limit the liability of the Trustees  expressly  set forth  elsewhere in
this Trust Agreement.

          (c)  No  provisions of this  Trust  Agreement  shall be  construed  to
relieve the  Property  Trustee from  liability  with respect to matters that are
within the authority of the Property  Trustee under this Trust Agreement for its
own negligent  action,  negligent failure to act or willful  misconduct,  except
that:

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

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

               (iii)  the  Property  Trustee's  sole duty  with  respect  to the
          custody,  safe keeping and physical  preservation of the Notes 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;
<PAGE>

               (iv) the Property Trustee shall not be liable for any interest on
          any money received by it; and money held by the Property  Trustee need
          not be  segregated  from other  funds held by it except in relation to
          the Payment  Account  maintained by the Property  Trustee  pursuant to
          Section 3.1 and except to the extent otherwise required by law; and
          -----------

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

          SECTION 8.6.   Notices of Defaults and Extensions.

          (a)  Within   ninety (90) days  after  the  occurrence  of  a  default
actually  known to the Property  Trustee,  the Property  Trustee shall  transmit
notice of such  default to the  Holders,  the  Administrative  Trustees  and the
Depositor,  unless such default shall have been cured or waived; provided, that,
except  in the case of a  default  in the  payment  of the  principal  of or any
premium or interest  (including any Additional  Interest) on any Trust Security,
the Property  Trustee shall be fully protected in withholding such notice if and
so long as the board of directors,  the executive committee or a trust committee
of directors and/or  Responsible  Officers of the Property Trustee in good faith
determines  that  the  withholding  of  such  notice  is in the interests of the
Holders of the Trust  Securities.  For the purpose of this Section 8.6, the term
                                                           -----------
"default"  means  any event  that is,  or after  notice or lapse of time or both
would become, an Event of Default.

          (b)  Within  three (3) Business Days  after  the  receipt  of  written
notice of the Depositor's exercise of its right to defer the payment of interest
on the Notes pursuant to the Indenture, the Property Trustee shall transmit,  in
the manner and to the extent provided in Section  11.8,  notice of such exercise
                                         -------------
to the Holders and the Administrative Trustees,  unless such exercise shall have
been revoked.

          (c)  The Property Trustee shall not be deemed to have knowledge of any
default or Event of Default  unless the  Property  Trustee  shall have  received
written  notice thereof from the Depositor,  any  Administrative  Trustee or any
Holder or unless a  Responsible  Officer  of the  Property  Trustee  shall  have
obtained actual knowledge of such default or Event of Default.

          (d)  The Property Trustee  shall  notify all Holders of the  Preferred
Securities of any notice of default received with respect to the Notes.

          SECTION 8.7.   Certain Rights of Property Trustee.

          Subject to the provisions of Section 8.5:
                                       -----------

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

          (b)  if (i) in  performing its duties under this Trust  Agreement  the
Property  Trustee is required to decide between  alternative  courses of action,
(ii) in construing  any of the  provisions of this Trust  Agreement the Property
Trustee finds a provision  ambiguous or inconsistent  with any other  provisions
contained  herein or (iii) the Property  Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Holders of the Preferred  Securities are entitled to vote under the terms of
this  Trust  Agreement,  the  Property  Trustee  shall  deliver  a notice to the
Depositor  requesting the  Depositor's  written  instruction as to the course of
action to be taken and the Property  Trustee shall take such action,  or refrain
from taking such action,  as the Property Trustee shall be instructed in writing
to take,  or to refrain from taking,  by the  Depositor;  provided,  that if the
Property Trustee does not receive such  instructions of the Depositor within ten
(10) Business Days after it has delivered such notice or such reasonably shorter
period of time set forth in such notice,  the Property Trustee may, but shall be
under no duty to, take such action,  or refrain from taking such action,  as the
Property  Trustee shall deem advisable and in the best interests of the Holders,
in which event the Property  Trustee shall have no liability  except for its own
negligence, bad faith or willful misconduct;
<PAGE>

          (c)  any direction or act of the Depositor contemplated  by this Trust
Agreement shall be  sufficiently  evidenced by an Officers'  Certificate  unless
otherwise expressly provided herein;

          (d)  any direction or act of an Administrative Trustee contemplated by
this Trust Agreement shall be sufficiently  evidenced by a certificate  executed
by such Administrative Trustee and setting forth such direction or act;

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

          (f)  the Property Trustee may consult with counsel  (which counsel may
be counsel to the Property Trustee, 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;

          (g)  the Property Trustee shall be under no obligation to exercise any
of the rights or powers  vested in it by this Trust  Agreement at the request or
direction of any of the Holders  pursuant to this Trust  Agreement,  unless such
Holders  shall have  offered to the  Property  Trustee  reasonable  security  or
indemnity against the costs,  expenses (including reasonable attorneys' fees and
expenses) and  liabilities  that might be incurred by it in compliance with such
request or direction,  including  reasonable advances as may be requested by the
Property Trustee;

          (h)  the Property Trustee shall not be bound to make any  nvestigation
into the facts or  matters  stated in any  resolution,  certificate,  statement,
instrument,   opinion,  report,  notice,  request,  direction,  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, and, if the Property Trustee shall determine
to make such  inquiry or  investigation,  it shall be  entitled  to examine  the
books,  records  and  premises  of the  Depositor,  personally  or by  agent  or
attorney;

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

          (j)  whenever  in the  administration  of  this  Trust  Agreement  the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right  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 this Trust  Agreement in
respect of such remedy,  right or action),  (ii) may refrain from enforcing such
remedy or right or taking such other action until such instructions are received
and (iii) shall be protected in acting in accordance with such instructions;

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

          (l)  without prejudice to any other  rights  available to the Property
Trustee under  applicable  law,  when the Property  Trustee  incurs  expenses or
renders services in connection with a Bankruptcy Event, such expenses (including
legal fees and expenses of its agents and counsel) and the compensation for such
services  are  intended  to  constitute  expenses  of  administration  under any
Bankruptcy Law or law relating to creditors rights generally; and

          (m)  whenever  in the  administration  of  this  Trust  Agreement  the
Property  Trustee shall deem it desirable that a matter be proved or established
prior to taking,  suffering  or  omitting  any action  hereunder,  the  Property
Trustee (unless other evidence be herein  specifically  prescribed)  may, in the
absence of bad faith on its part,  request and rely on an Officers'  Certificate
which,  upon  receipt  of such  request,  shall  be  promptly  delivered  by the
Depositor.
<PAGE>

          No  provision  of this Trust  Agreement  shall be deemed to impose any
duty or  obligation  on any Trustee to perform  any act or acts or exercise  any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal,  or in which such Person 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.

          SECTION 8.8.   Delegation of Power.

          Any Trustee  may, by power of  attorney or  otherwise  delegate to any
other Person its, his or her power for the purpose of  executing  any  documents
contemplated in Section 2.5. The Trustees shall have power to delegate from time
to time to such of their number or to the Depositor the doing of such things and
the execution of such  instruments  either in the name of the Trust or the names
of the Trustees or otherwise as the Trustees may deem  expedient,  to the extent
such  delegation  is  not  prohibited  by  applicable  law  or  contrary  to the
provisions of this Trust Agreement.

          SECTION 8.9.   May Hold Securities.

          Any  Trustee or any other  agent of any  Trustee or the Trust,  in its
individual  or any other  capacity,  may  become  the owner or  pledgee of Trust
Securities and except as provided in the definition of the term "Outstanding" in
Article I, may otherwise  deal with the Trust with the same rights it would have
---------
if it were not a Trustee or such other agent.

          SECTION 8.10.  Compensation; Reimbursement; Indemnity.

          The Depositor agrees:

          (a)  to  pay to  the  Trustees  from  time  to  time  such  reasonable
compensation for all services rendered by them hereunder as may be agreed by the
Depositor and the Trustees from time to time and in accordance with the terms of
the Fee Agreement, dated as of February 23, 2007, by and between the Trustee and
the Company (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  Trustees  upon  request  for  all  reasonable
expenses,  disbursements  and  advances  incurred  or  made by the  Trustees  in
accordance with any provision of this Trust Agreement  (including the reasonable
compensation  and the expenses and  disbursements  of their agents and counsel),
except any such expense, disbursement or advance as may be attributable to their
gross  negligence,  bad faith or willful  misconduct and in accordance  with the
terms of the Fee  Agreement,  dated as of February 23, 2007,  by and between the
Trustee and the Company; and

          (c) to the fullest  extent  permitted by applicable  law, to indemnify
and hold harmless (i) each Trustee (including in its individual capacity),  (ii)
any  Affiliate  of  any  Trustee,  (iii)  any  officer,  director,  shareholder,
employee, representative or agent of any Trustee or any Affiliate of any Trustee
and  (iv)  any  employee  or  agent  of the  Trust  (referred  to  herein  as an
"Indemnified Person") from and against any loss, damage,  liability,  tax (other
than  income,  franchise  or other  taxes  imposed on amounts  paid  pursuant to
Section 8.10(a) or (b) hereof),  penalty, expense or claim of any kind or nature
---------------    ---
whatsoever incurred without  negligence,  bad faith or willful misconduct on its
part,  arising out of or in connection with the acceptance or  administration of
the Trust hereunder,  including the advancement of funds to cover the reasonable
costs and  expenses  of  defending  itself  against  any claim or  liability  in
connection  with the  exercise  or  performance  of any of its  powers or duties
hereunder.

          The  Trust  shall  have  no  payment,   reimbursement   or   indemnity
obligations  to the Trustees  under this Section  8.10.  The  provisions of this
                                         -------------
Section  8.10 shall  survive the  termination  of this Trust  Agreement  and the
-------------
earlier removal or resignation of any Trustee.

          No Trustee may claim any Lien on any Trust Property  whether before or
after  termination  of the Trust as a result of any amount due  pursuant to this
Section 8.10.
------------

          To the fullest extent permitted by law, in no event shall the Property
Trustee and the Delaware Trustee be liable for any indirect,  special,  punitive
or  consequential  loss or damage  of any kind  whatsoever,  including,  but not
limited to, lost profits, even if the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.
<PAGE>

          In no event shall the  Property  Trustee and the  Delaware  Trustee be
liable for any failure or delay in the performance of its obligations  hereunder
because of circumstances beyond its control, including, but not limited to, acts
of God, flood,  war (whether  declared or undeclared),  terrorism,  fire,  riot,
embargo,  government  action,  including  any  laws,  ordinances,   regulations,
governmental action or the like which delay,  restrict or prohibit the providing
of the services contemplated by this Trust Agreement.

          SECTION 8.11.  Resignation and Removal; Appointment of Successor.

          (a)  No resignation  or removal of any Trustee and no appointment of a
successor Trustee pursuant to this Article VIII shall become effective until the
                                   ------------
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of Section 8.12.
                           ------------

          (b)  A  Trustee  may  resign  at  any  time  by giving  written notice
thereof  to the  Depositor  and,  in the case of the  Property  Trustee  and the
Delaware Trustee, to the Holders.

          (c)  Unless an Event of Default shall have occurred and be continuing,
the Property  Trustee or the Delaware  Trustee,  or both of them, may be removed
(with or without  cause) at any time by Act of the Holder of Common  Securities.
If an Event of Default  shall have  occurred  and be  continuing,  the  Property
Trustee  or the  Delaware  Trustee,  or both of them,  may be  removed  (with or
without  cause) at such time by Act of the  Holders  of at least a  Majority  in
Liquidation Amount of the Preferred Securities, delivered to the removed Trustee
(in its  individual  capacity  and on behalf of the  Trust).  An  Administrative
Trustee may be removed (with or without  cause) only by Act of the Holder of the
Common Securities at any time.

          (d)  If any Trustee  shall resign,  be removed or become  incapable of
acting as Trustee,  or if a vacancy shall occur in the office of any Trustee for
any  reason,  at a time when no Event of  Default  shall  have  occurred  and be
continuing,  the  Holder of the Common  Securities,  by Act of the Holder of the
Common Securities,  shall promptly appoint a successor Trustee or Trustees,  and
such successor Trustee and the retiring Trustee shall comply with the applicable
requirements  of Section 8.12. If the Property  Trustee or the Delaware  Trustee
                 ------------
shall  resign,  be  removed  or become  incapable  of  continuing  to act as the
Property Trustee or the Delaware Trustee,  as the case may be, at a time when an
Event of Default  shall have  occurred  and be  continuing,  the  Holders of the
Preferred Securities,  by Act of the Holders of a Majority in Liquidation Amount
of the Preferred Securities, shall promptly appoint a successor Property Trustee
or Delaware Trustee, and such successor Property Trustee or Delaware Trustee and
the  retiring  Property  Trustee  or  Delaware  Trustee  shall  comply  with the
applicable  requirements  of Section  8.12. If an  Administrative  Trustee shall
                             -------------
resign, be removed or become incapable of acting as Administrative Trustee, at a
time when an Event of Default shall have occurred and be continuing,  the Holder
of the  Common  Securities  by Act of the  Holder  of  Common  Securities  shall
promptly  appoint  a  successor   Administrative   Trustee  and  such  successor
Administrative Trustee and the retiring Administrative Trustee shall comply with
the applicable  requirements of Section 8.12. If no successor Trustee shall have
                                ------------
been so  appointed  by the  Holder of the  Common  Securities  or Holders of the
Preferred Securities, as the case may be, and accepted appointment in the manner
required by Section 8.12 within thirty (30) days after the giving of a notice of
            ------------
resignation  by a  Trustee,  the  removal of a  Trustee,  or a Trustee  becoming
incapable  of  acting  as such  Trustee,  any  Holder  who has been a Holder  of
Preferred  Securities  for at least six (6) months may, on behalf of himself and
all others similarly  situated,  and any resigning Trustee may, in each case, at
the expense of the Depositor,  petition any court of competent  jurisdiction for
the appointment of a successor Trustee.
<PAGE>

          (e)  The Depositor  shall  give  notice of each  resignation  and each
removal of the Property  Trustee or the Delaware Trustee and each appointment of
a successor  Property  Trustee or Delaware  Trustee to all Holders in the manner
provided in Section  11.8.  Each notice shall  include the name of the successor
            -------------
Property  Trustee or Delaware  Trustee and the  address of its  Corporate  Trust
Office if it is the Property Trustee.

          (f)  Notwithstanding  the  foregoing  or  any  other provision of this
Trust Agreement,  in the event any Administrative  Trustee or a Delaware Trustee
who is a natural person dies or becomes,  in the opinion of the Holder of Common
Securities,  incompetent or  incapacitated,  the vacancy  created by such death,
incompetence  or  incapacity  may be  filled  by (i)  the  unanimous  act of the
remaining  Administrative  Trustees  if there  are at least  two of them or (ii)
otherwise  by the Holder of the Common  Securities  (with the  successor in each
case being a Person who satisfies the eligibility requirement for Administrative
Trustees or Delaware Trustee, as the case may be, set forth in Sections 8.3 and
                                                               ------------
8.4).
---

          (g)  Upon  the  appointment  of a  successor  Delaware  Trustee,  such
successor  Delaware  Trustee  shall  file  a  Certificate  of  Amendment  to the
Certificate of Trust in accordance  with Section 3810 of the Delaware  Statutory
Trust Act.

          SECTION 8.12.  Acceptance of Appointment by Successor.

          (a)  In case of the appointment hereunder of a successor Trustee, each
successor Trustee shall execute and deliver to the Depositor and to the retiring
Trustee an instrument accepting such appointment,  and thereupon the resignation
or  removal  of the  retiring  Trustee  shall  become  effective  and each  such
successor  Trustee,  without any further act, deed or  conveyance,  shall become
vested with all the rights,  powers,  trusts and duties of the retiring Trustee;
but, on request of the Trust or any  successor  Trustee  such  retiring  Trustee
shall,  upon payment of its charges,  duly assign,  transfer and deliver to such
successor  Trustee all Trust  Property,  all proceeds  thereof and money held by
such retiring  Trustee  hereunder  with respect to the Trust  Securities and the
Trust.

          (b)  Upon  request of any such  successor  Trustee,  the Trust (or the
retiring  Trustee if  requested  by the  Depositor)  shall  execute  any and all
instruments  for more  fully and  certainly  vesting in and  confirming  to such
successor  Trustee  all  such  rights,  powers  and  trusts  referred  to in the
preceding paragraph.

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

          SECTION  8.13. 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 Trustee
shall be a party,  or any  Person  succeeding  to all or  substantially  all the
corporate trust business of such Trustee, shall be the successor of such Trustee
hereunder,  without the  execution  or filing of any paper or any further act on
the part of any of the  parties  hereto,  provided,  that such  Person  shall be
otherwise qualified and eligible under this Article VIII.
                                            ------------

<PAGE>

          SECTION 8.14.  Not Responsible for Recitals or Issuance of Securities.

          The recitals contained herein and in the Securities Certificates shall
be taken as the statements of the Trust and the  Depositor,  and the Trustees do
not  assume any  responsibility  for their  correctness.  The  Trustees  make no
representations  as to the title to, or value or  condition  of, the property of
the Trust or any part  thereof,  nor as to the validity or  sufficiency  of this
Trust Agreement,  the Notes or the Trust  Securities.  The Trustees shall not be
accountable  for the use or  application by the Depositor of the proceeds of the
Notes.

          SECTION 8.15. Property Trustee May File Proofs of Claim.

          (a)  In case of any Bankruptcy Event (or event that with  the  passage
of time would  become a  Bankruptcy  Event)  relative  to the Trust or any other
obligor upon the Trust  Securities or the property of the Trust or of such other
obligor or their creditors,  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
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:

               (i)    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

               (ii)   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  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  first  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.

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

          SECTION 8.16.  Reports to and from the Property Trustee.

          (a)  The  Depositor  and  the Administrative Trustees shall deliver to
the Property Trustee, not later than one hundred and twenty (120) days after the
end of each  fiscal  year of the  Depositor  ending  after the date  hereof,  an
Officers'  Certificate  (substantially in the form attached hereto as Exhibit H)
                                                                      ---------
covering the preceding  fiscal year,  stating whether or not to the knowledge of
the signers thereof the Depositor,  the Administrative Trustees or the Trust are
in default in the performance or observance of any of the terms,  provisions and
conditions  of this Trust  Agreement  (without  regard to any period of grace or
requirement  of  notice  provided   hereunder)   and,  if  the  Depositor,   the
Administrative  Trustees or the Trust shall be in default,  specifying  all such
defaults and the nature and status thereof of which they have knowledge.

          (b)  The  Depositor  shall  furnish  to (i) the Property Trustee, (ii)
each  Purchaser,   (iii)  any  Owner  of  the  Preferred  Securities  reasonably
identified  to the  Depositor  or the Trust  (which  identification  may be made
either by such Owner or by any  Purchaser) and (iv) any designee of (i), (ii) or
(iii) above, a duly completed  and  executed  certificate in  the form  attached
hereto as Exhibit G,  including  the financial  statements  referenced  in  such
          ---------
Exhibit, which certificate and financial statements shall be so furnished by the
Depositor not later than forty five (45) days after the end of each of the first
three fiscal  quarters of each fiscal year of the  Depositor  and not later than
ninety (90) days after the end of each fiscal year of the Depositor.
<PAGE>

          (c)  The Property Trustee shall receive all reports,  certificates and
information,  which  it is  entitled  to  obtain  under  each  of the  Operative
Documents,  and  deliver to each  Purchaser  or its  designee as  identified  in
writing to the Property  Trustee,  copies of all such reports,  certificates  or
information promptly upon receipt thereof.

                                  ARTICLE IX.

                       Termination, Liquidation and Merger

          SECTION 9.1.   Dissolution Upon Expiration Date.

          Unless earlier dissolved,  the Trust shall  automatically  dissolve on
March  30,  2042  (the  "Expiration  Date"),  and the  Trust  Property  shall be
liquidated in accordance with Section 9.4.
                              -----------

          SECTION 9.2.   Early Termination.

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

          (a)  the occurrence  of a  Bankruptcy  Event  in  respect  of,  or the
dissolution or liquidation  of, the Depositor,  in its capacity as the Holder of
the Common  Securities,  unless the Depositor shall have  transferred 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 Trust and, after  satisfaction
of any liabilities of the Trust as required by applicable law, to distribute the
Notes to Holders in exchange for the Preferred  Securities  (which  direction is
optional  and  wholly  within  the  discretion  of  the  Holder  of  the  Common
Securities),  provided,  that the  Holder of the  Common  Securities  shall have
received the prior approval of the Federal Reserve if then required;

          (c)  the redemption of all of the  Preferred  Securities in connection
with the payment at maturity or redemption of all the Notes; and

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

          SECTION 9.3.   Termination.

          The respective  obligations and  responsibilities  of the Trustees and
the Trust shall  terminate  upon the latest to occur of the  following:  (a) the
distribution  by the Property  Trustee to Holders of all amounts  required to be
distributed hereunder upon the liquidation of the Trust pursuant to Section 9.4,
                                                                    -----------
or upon the redemption of all of the Trust  Securities  pursuant to Section 4.2;
                                                                    -----------
(b) the satisfaction of any expenses owed by the Trust; and (c) the discharge of
all  administrative  duties  of  the  Administrative  Trustees,   including  the
performance  of any tax reporting  obligations  with respect to the Trust or the
Holders.

          SECTION 9.4.   Liquidation.

          (a)  If an Early Termination Event specified in Section 9.2(a), (b) or
                                                          --------------  ---
(d) occurs or upon the  Expiration  Date,  the Trust shall be  liquidated by the
---
Property  Trustee as expeditiously as the Property Trustee shall determine to be
possible by distributing,  after satisfaction of liabilities to creditors of the
Trust as  provided  by  applicable  law,  to each Holder a Like Amount of Notes,
subject to Section 9.4(d).  Notice of liquidation shall be given by the Property
           --------------
Trustee  not less than  thirty  (30) nor more than  sixty (60) days prior to the
Liquidation  Date to each Holder of Trust  Securities at such  Holder's  address
appearing in the Securities Register. All such notices of liquidation shall:
<PAGE>

               (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 (subject to
          Section  9.4(d))  any  Securities  Certificates  not  surrendered  for
          ---------------
          exchange will be deemed to represent a Like Amount of Notes; and

               (iii)  provide such information  with respect to the mechanics by
          which Holders may exchange  Securities  Certificates  for Notes, or if
          Section 9.4(d)  applies,  receive a Liquidation  Distribution,  as 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 Trust and  distribution  of the Notes to Holders,
the Property  Trustee,  either  itself  acting as exchange  agent or through the
appointment of a separate exchange agent, shall establish a record date for such
distribution  (which  shall not be more than  forty-five  (45) days prior to the
Liquidation  Date nor prior to the date on which notice of such  liquidation  is
given to the Holders) and establish such procedures as it shall deem appropriate
to effect the  distribution of Notes in exchange for the Outstanding  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)  certificates  representing  a Like  Amount of Notes  will be
issued  to  Holders  of  Securities   Certificates,   upon   surrender  of  such
Certificates  to the exchange agent for exchange,  (iii) the Depositor shall use
its best efforts to have the Notes  listed on the New York Stock  Exchange or on
such  other   exchange,   interdealer   quotation   system  or   self-regulatory
organization  on which the Preferred  Securities  are then listed,  if any, (iv)
Securities  Certificates  not so  surrendered  for  exchange  will be  deemed to
represent  a Like  Amount of Notes  bearing  accrued  and unpaid  interest in an
amount equal to the  accumulated  and unpaid  Distributions  on such  Securities
Certificates  until  such  certificates  are  so  surrendered  (and  until  such
certificates  are so  surrendered,  no payments of interest or principal will be
made to Holders of Securities  Certificates  with respect to such Notes) and (v)
all rights of Holders holding Trust  Securities will cease,  except the right of
such Holders to receive Notes upon surrender of Securities Certificates.

          (d)  Notwithstanding  the other  provisions  of this  Section  9.4, if
                                                                ------------
distribution  of the Notes in the manner  provided  herein is  determined by the
Property  Trustee not to be permitted or practical,  the Trust Property shall be
liquidated,  and the Trust  shall be wound up by the  Property  Trustee  in such
manner as the  Property  Trustee  determines.  In such  event,  Holders  will be
entitled to receive out of the assets of the Trust available for distribution to
Holders, after satisfaction of liabilities to creditors of the Trust as provided
by applicable law, an amount equal to the Liquidation  Amount per Trust Security
plus accumulated and unpaid  Distributions  thereon to the date of payment (such
amount being the "Liquidation  Distribution").  If, upon any such winding up the
Liquidation  Distribution  can be paid  only  in  part  because  the  Trust  has
insufficient  assets  available  to  pay  in  full  the  aggregate   Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust  Securities  shall be paid on a pro rata basis  (based
upon Liquidation Amounts).  The Holder of the Common Securities will be entitled
to receive  Liquidation  Distributions  upon any such winding up pro rata (based
upon Liquidation Amounts) with Holders of all Trust Securities,  except that, if
an Event of Default has occurred and is  continuing,  the  Preferred  Securities
shall have a priority over the Common Securities as provided in Section 4.3.
                                                                -----------
<PAGE>

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

          The Trust may not merge with or into, consolidate,  amalgamate,  or be
replaced  by,  or  convey,   transfer  or  lease  its   properties   and  assets
substantially  as an entirety to, any Person except pursuant to this Article IX.
                                                                     ----------
At the request of the Holders of the Common  Securities,  without the consent of
the  Holders  of the  Preferred  Securities,  the 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:

          (a)  such successor  entity  either (i)  expressly  assumes all of the
obligations  of the  Trust  under  this  Trust  Agreement  with  respect  to the
Preferred  Securities or (ii)  substitutes  for the Preferred  Securities  other
securities having substantially the same terms as the Preferred Securities (such
other  Securities,   the  "Successor  Securities")  so  long  as  the  Successor
Securities  have the same priority as the Preferred  Securities  with respect to
distributions and payments upon liquidation, redemption and otherwise;

          (b)  a trustee of such successor entity  possessing substantially  the
same powers and duties as the Property Trustee is appointed to hold the Notes;

          (c)  if the Preferred  Securities or the Notes are rated, such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
cause the Preferred Securities or the Notes (including any Successor Securities)
to be downgraded by any nationally  recognized  statistical rating  organization
that then assigns a rating to the Preferred Securities or the Notes;

          (d)  the Preferred  Securities are listed, or any Successor Securities
will be listed upon notice of issuance,  on any national  securities exchange or
interdealer  quotation system on which the Preferred Securities are then listed,
if any;

          (e)  such    merger,    consolidation,    amalgamation,   replacement,
conveyance,  transfer or lease does not adversely affect the rights, preferences
and  privileges  of the  Holders  of the  Preferred  Securities  (including  any
Successor Securities) in any material respect;

          (f)  such successor  entity has a purpose  substantially  identical to
that of the Trust;

          (g)  prior to such merger,  consolidation,  amalgamation, replacement,
conveyance,  transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (i) such merger,  consolidation,  amalgamation,  replacement,
conveyance,  transfer or lease does not adversely affect the rights, preferences
and  privileges  of the  Holders  of the  Preferred  Securities  (including  any
Successor  Securities)  in any material  respect;  (ii)  following  such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the  Trust  nor  such  successor  entity  will be  required  to  register  as an
"investment  company" under the Investment  Company Act and (iii) following such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Trust (or the successor  entity) will continue to be classified as a grantor
trust for U.S. federal income tax purposes; and

          (h)  the Depositor or its permitted transferee  owns all of the common
securities of such  successor  entity and  guarantees  the  obligations  of such
successor entity under the Successor  Securities at least to the extent provided
by the Guarantee Agreement.

Notwithstanding  the foregoing,  the Trust shall not, except with the consent of
Holders of all of the Preferred Securities, consolidate,  amalgamate, merge with
or into,  or be replaced  by or convey,  transfer  or lease its  properties  and
assets  substantially  as an  entirety  to any other  Person or permit any other
entity to consolidate,  amalgamate, merge with or into, or replace, the Trust if
such consolidation,  amalgamation, merger, replacement,  conveyance, transfer or
lease  would  cause  the  Trust  or the  successor  entity  to be  taxable  as a
corporation  or  classified  as other  than a grantor  trust for  United  States
federal  income  tax  purposes  or cause the Notes to be  treated  as other than
indebtedness of the Depositor for United States federal income tax purposes.
<PAGE>

                                   ARTICLE X.

                            Information to Purchaser

          SECTION 10.1.  Depositor Obligations to Purchaser.

          Notwithstanding  any  other  provision  herein,  the  Depositor  shall
furnish  to (a)  each  Purchaser,  (b) any  Owner  of the  Preferred  Securities
reasonably identified to the Depositor or the Trust (which identification may be
made either by such Owner or by any  Purchaser)  and (c) any  designee of (a) or
(b) above, copies of all correspondence,  notices,  forms, filings,  reports and
other documents required to be provided by the Depositor, whether acting through
an  Administrative  Trustee or  otherwise,  to the Property  Trustee or Delaware
Trustee under this Trust Agreement.

          SECTION 10.2.  Property Trustee's Obligations to Purchaser.

          Notwithstanding any other provision herein, the Property Trustee shall
furnish to each  Purchaser,  or its  designee,  as  identified in writing to the
Property Trustee,  copies of all (i) correspondence,  notices,  forms,  filings,
reports and other documents received by the Property Trustee or Delaware Trustee
from  the  Depositor,  whether  acting  through  an  Administrative  Trustee  or
otherwise,  under this Trust Agreement,  and (ii) all  correspondence,  notices,
forms,  filings,  reports  and other  documents  required  to be provided to the
Depositor or a Holder by the  Property  Trustee or Delaware  Trustee  under this
Trust Agreement.



                                  ARTICLE XI.

                            Miscellaneous Provisions

          SECTION 11.1.  Limitation of Rights of Holders.

          Except  as  set  forth  in  Section   9.2,   the  death,   bankruptcy,
                                      -------------
termination,  dissolution  or  incapacity  of any  Person  having  an  interest,
beneficial or otherwise, in Trust Securities shall not operate to terminate this
Trust  Agreement,  nor annul,  dissolve or  terminate  the Trust nor entitle the
legal  representatives or heirs of such Person or any Holder for such Person, to
claim an accounting,  take any action or bring any proceeding in any court for a
partition or winding up of the arrangements  contemplated  hereby, nor otherwise
affect the rights,  obligations  and liabilities of the parties hereto or any of
them.

          SECTION 11.2.  Agreed Tax Treatment of Trust and Trust Securities.

          The parties  hereto and, by its  acceptance or  acquisition of a Trust
Security or a beneficial  interest  therein,  the Holder of, and any Person that
acquires a beneficial interest in, such Trust Security intend and agree to treat
the Trust as a grantor  trust for  United  States  federal,  state and local tax
purposes, and to treat the Trust Securities (including all payments and proceeds
with  respect  to such  Trust  Securities)  as  undivided  beneficial  ownership
interests  in  the  Trust   Property  (and  payments  and  proceeds   therefrom,
respectively)  for United  States  federal,  state and local tax purposes and to
treat the Notes as  indebtedness  of the Depositor  for United  States  federal,
state and local tax purposes.  The provisions of this Trust  Agreement  shall be
interpreted to further this intention and agreement of the parties.

          SECTION 11.3.  Amendment.

          (a)  This Trust  Agreement  may be  amended  from  time to time by the
Property Trustee,  the Administrative  Trustees and the Holder of all the Common
Securities,  without the consent of any Holder of the Preferred Securities,  (i)
to cure any ambiguity,  correct or supplement  any provision  herein that may be
defective or inconsistent  with any other provision  herein, or to make or amend
any other  provisions  with respect to matters or questions  arising  under this
Trust  Agreement,  which shall not be inconsistent  with the other provisions of
this Trust Agreement, (ii) to modify, eliminate or add to any provisions of this
Trust  Agreement  to such extent as shall be  necessary to ensure that the Trust
will  neither be  taxable as a  corporation  nor be  classified  as other than a
grantor  trust for United States  federal  income tax purposes at all times that
any Trust  Securities are Outstanding or to ensure that the Notes are treated as
indebtedness of the Depositor for United States federal income tax purposes,  or
to ensure that the Trust will not be  required  to  register  as an  "investment
company"  under the  Investment  Company  Act or (iii) to add to the  covenants,
restrictions  or  obligations of the  Depositor;  provided,  that in the case of
clauses  (i),  (ii) or (iii),  such  action  shall not  adversely  affect in any
material respect the interests of any Holder.
<PAGE>

          (b)  Except  as  provided in Section 11.3(c),  any  provision of  this
                                       ---------------
Trust  Agreement  may be amended by the  Property  Trustee,  the  Administrative
Trustees and the Holder of all of the Common Securities and with (i) the consent
of  Holders  of at least a  Majority  in  Liquidation  Amount  of the  Preferred
Securities  and (ii)  receipt  by the  Trustees  of an Opinion of Counsel to the
effect that such  amendment or the exercise of any power granted to the Trustees
in accordance  with such  amendment  will not cause the Trust to be taxable as a
corporation  or  classified  as other  than a grantor  trust for  United  States
federal income tax purposes or affect the treatment of the Notes as indebtedness
of the  Depositor for United  States  federal  income tax purposes or affect the
Trust's  exemption  from  status (or from any  requirement  to  register)  as an
"investment company" under the Investment Company Act.

          (c)  Notwithstanding  any other  provision  of this  Trust  Agreement,
without the consent of each Holder,  this Trust  Agreement may not be amended to
(i) change the accrual rate,  amount,  currency or timing of any Distribution on
or the redemption  price of the Trust  Securities or otherwise  adversely affect
the amount of any  Distribution or other payment  required to be made in respect
of the Trust  Securities  as of a specified  date,  (ii)  restrict or impair the
right of a Holder to institute  suit for the  enforcement of any such payment on
or after such date, (iii) reduce the percentage of aggregate  Liquidation Amount
of Outstanding  Preferred  Securities,  the consent of whose Holders is required
for any such  amendment,  or the consent of whose  Holders is  required  for any
waiver of compliance  with any provision of this Trust  Agreement or of defaults
hereunder  and their  consequences  provided for in this Trust  Agreement;  (iv)
impair or adversely  affect the rights and interests of the Holders in the Trust
Property,  or  permit  the  creation  of any Lien on any  portion  of the  Trust
Property;  or (v) modify the definition of "Outstanding,"  this Section 11.3(c),
                                                                ---------------
Sections 4.1, 4.2, 4.3, 6.10(e) or Article IX.
------------  ---  ---  -------    ----------

          (d)  Notwithstanding  any other provision of this Trust Agreement,  no
Trustee  shall enter into or consent to any  amendment  to this Trust  Agreement
that would cause the Trust to be taxable as a corporation or to be classified as
other than a grantor trust for United States federal income tax purposes or that
would  cause the Notes to fail or cease to be  treated  as  indebtedness  of the
Depositor for United States  federal income tax purposes or that would cause the
Trust to fail or cease to qualify  for the  exemption  from  status (or from any
requirement to register) as an "investment company" under the Investment Company
Act.

          (e)  If  any   amendment  to  this  Trust   Agreement  is  made,   the
Administrative  Trustees or the Property  Trustee shall promptly  provide to the
Depositor and the Note Trustee a copy of such amendment.

          (f) No Trustee  shall be required to enter into any  amendment to this
Trust  Agreement  that affects its own rights,  duties or immunities  under this
Trust Agreement. The Trustees 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 and all conditions  precedent  herein
provided for relating to such action have been met.

          (g)  No  amendment  or  modification  to  this  Trust  Agreement  that
adversely  affects in any  material  respect  the rights,  duties,  liabilities,
indemnities or immunities of the Delaware  Trustee  hereunder shall be permitted
without the prior written consent of the Delaware Trustee.

          SECTION 11.4.  Separability.

          If  any  provision  in  this  Trust  Agreement  or in  the  Securities
Certificates shall be invalid, illegal or unenforceable,  the validity, legality
and enforceability of the remaining  provisions shall not in any way be affected
or impaired thereby,  and there shall be deemed substituted for the provision at
issue a valid,  legal and  enforceable  provision  as similar as possible to the
provision at issue.
<PAGE>

          SECTION 11.5.  Governing Law.

          THIS TRUST  AGREEMENT  AND THE RIGHTS AND  OBLIGATIONS  OF EACH OF THE
HOLDERS,  THE TRUST,  THE  DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST
AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT  REFERENCE TO ITS
CONFLICTS OF LAWS PROVISIONS.

          SECTION 11.6.  Successors.

          This  Trust  Agreement  shall be binding  upon and shall  inure to the
benefit of any successor to the Depositor, the Trust and any Trustee,  including
any  successor by  operation of law.  Except in  connection  with a  transaction
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 11.7.  Headings.

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

          SECTION 11.8.  Reports, Notices and Demands.

          (a)  Any report,  notice,  demand or other  communication  that by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon  any  Holder  or the  Depositor  may be given or  served  in  writing
delivered  in person,  or by  reputable,  overnight  courier,  by telecopy or by
deposit  thereof,  first-class  postage  prepaid,  in the  United  States  mail,
addressed,  (a) in the case of a Holder of Preferred Securities,  to such Holder
as such Holder's name and address may appear on the Securities Register; and (b)
in the case of the  Holder of all the Common  Securities  or the  Depositor,  to
First Banks,  Inc.,  M1-199-015,  600 James S. McDonnell  Blvd.,  Hazelwood,  MO
63042, Attention:  General Counsel, or to such other address as may be specified
in a written notice by the Holder of all the Common Securities or the Depositor,
as the case may be, to the  Property  Trustee.  Such report,  notice,  demand or
other communication to or upon a Holder or the Depositor shall be deemed to have
been given when  received  in person,  within  one (1)  Business  Day  following
delivery by overnight courier, when telecopied with receipt confirmed, or within
three (3) Business Days following  delivery by mail,  except that if a notice or
other document is refused  delivery or cannot be delivered  because of a changed
address of which no notice was given,  such  notice or other  document  shall be
deemed  to have been  delivered  on the date of such  refusal  or  inability  to
deliver.

          (b)  Any 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 the Property Trustee, the Delaware Trustee, the Administrative  Trustees or
the Trust  shall be given in  writing by deposit  thereof,  first-class  postage
prepaid,  in  the  U.S.  mail,  personal  delivery  or  facsimile  transmission,
addressed to such Person as follows:  (a) with  respect to the Property  Trustee
and the Delaware Trustee, to Wilmington Trust Company, Rodney Square North, 1100
North Market  Street,  Wilmington,  Delaware  19890-0001,  Attention:  Corporate
Capital  Markets,  facsimile  no.  (302)  636-4140;  (b)  with  respect  to  the
Administrative  Trustees,  to them  at the  address  above  for  notices  to the
Depositor,  marked "Attention:  Administrative  Trustees of First Bank Statutory
Trust VIII," and (c)  with respect  to the  Trust, to  its  principal  executive
office  specified in Section 2.2,  with  a copy  to the  Property Trustee.  Such
                     -----------
notice, demand or other communication to or upon the Trust, the Property Trustee
or the  Administrative  Trustees shall be deemed to have been sufficiently given
or made only upon  actual  receipt of the  writing by the  Trust,  the  Property
Trustee or the Administrative Trustees.

          SECTION 11.9.  Agreement Not to Petition.

          Each of the  Trustees and the  Depositor  agree for the benefit of the
Holders  that,  until at least  one year and one day  after  the  Trust has been
terminated  in  accordance  with Article IX, they shall not file, or join in the
                                 ----------
filing of, a petition  against the Trust under any  Bankruptcy  Law or otherwise
join  in  the  commencement  of any  proceeding  against  the  Trust  under  any
Bankruptcy Law. If the Depositor takes action in violation of this Section 11.9,
                                                                   ------------

<PAGE>

the Property Trustee agrees, for the benefit of Holders,  that at the expense of
the Depositor,  it shall file an answer with the applicable  bankruptcy court or
otherwise  properly contest the filing of such petition by the Depositor against
the Trust or the  commencement  of such  action and raise the  defense  that the
Depositor  has agreed in writing  not to take such action and should be estopped
and  precluded  therefrom  and such other  defenses,  if any, as counsel for the
Property Trustee or the Trust may assert.

          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.  Delivery  of an
executed  signature  page  of this  Amended  and  Restated  Trust  Agreement  by
facsimile  transmission  shall be effective  as delivery of a manually  executed
counterpart hereof.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




<PAGE>

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

                                        First Banks, Inc.,
                                          as Depositor


                                        By: /s/ Terrance M. McCarthy
                                           -------------------------------------
                                                Terrance M. McCarthy
                                                Senior Executive Vice President
                                                and Chief Operating Officer


                                        Wilmington Trust Company,
                                          as Delaware Trustee


                                        By: /s/ W. Thomas Morris, II
                                           -------------------------------------
                                        Name:   W. Thomas Morris, II
                                        Title:  Assistant Vice President



                                        Wilmington Trust Company,
                                          as Property Trustee

                                        By: /s/  W. Thomas Morris, II
                                           -------------------------------------
                                        Name:    W. Thomas Morris, II
                                        Title:   Assistant Vice President



                                        /s/ Terrance M. McCarthy
                                        ----------------------------------------
                                        Terrance M. McCarthy
                                        Administrative Trustee


                                        /s/ Peter D. Wimmer
                                        ----------------------------------------
                                        Peter D. Wimme
                                        Administrative Trustee


                                        /s/ Lisa K. Vansicle
                                        ----------------------------------------
                                        Lisa K. Vansickle
                                        Administrative Trustee





<PAGE>
                                                                       Exhibit A

                              CERTIFICATE OF TRUST

                                       OF

                         FIRST BANK STATUTORY TRUST VIII

          This  Certificate  of Trust of First  Bank  Statutory  Trust VIII (the
"Trust")  is being  duly  executed  and  filed  on  behalf  of the  Trust by the
undersigned, as trustees, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. C. ss 3801 et seq.) (the "Act").
              ---             -- ---

          1.   Name. The name of the statutory trust formed by  this Certificate
               ----
of Trust is: First Bank Statutory Trust VIII.

          2.   Delaware Trustee. The name and business address of the trustee of
               ----------------
the Trust with its  principal  place of business  in the State of  Delaware  are
Wilmington  Trust  Company,  Rodney  Square  North,  1100 North  Market  Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Capital Markets.

          3.   Effective Date.  This  Certificate  of Trust  shall be  effective
               --------------
upon its filing with the Secretary of State of the State of Delaware.

          IN  WITNESS   WHEREOF,   the  undersigned   have  duly  executed  this
Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

                                            Wilmington Trust Company, not in its
                                            individual  capacity,  but solely as
                                            Property Trustee

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

                                            Wilmington Trust Company, not in its
                                            individual  capacity,  but solely as
                                            Delawar Trustee

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

<PAGE>

                                                                       Exhibit B

                     [FORM OF COMMON SECURITIES CERTIFICATE]

          THIS COMMON SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT
OF 1933,  AS  AMENDED,  OR ANY STATE  SECURITIES  LAWS OR ANY  OTHER  APPLICABLE
SECURITIES LAWS AND MAY NOT BE OFFERED,  SOLD, PLEDGED OR OTHERWISE  TRANSFERRED
EXCEPT  PURSUANT TO AN EXEMPTION  FROM  REGISTRATION.  THIS  CERTIFICATE  IS NOT
TRANSFERABLE  EXCEPT IN COMPLIANCE  WITH  APPLICABLE LAW AND SECTION 5.11 OF THE
TRUST AGREEMENT.

Certificate Number  C-                               _________ Common Securities


                    Certificate Evidencing Common Securities

                                       of

                         First Bank Statutory Trust VIII

                         Floating Rate Common Securities

                 (liquidation amount $1,000 per Common Security)

          First Bank Statutory  Trust VIII, a statutory  trust created under the
laws  of  the  State  of  Delaware  (the   "Trust"),   hereby   certifies   that
______________________    (the   "Holder")   is   the   registered    owner   of
____________common   securities  of  the  Trust  representing  undivided  common
beneficial  interests in the assets of the Trust and  designated  the First Bank
Statutory Trust VIII Floating Rate Common Securities  (liquidation amount $1,000
per Common  Security)  (the  "Common  Securities").  Except in  accordance  with
Section 5.11 of the Trust  Agreement (as defined below),  the Common  Securities
------------
are not transferable  and, to the fullest extent permitted by law, any attempted
transfer  hereof  other  than  in  accordance   therewith  shall  be  void.  The
designations, rights, privileges, restrictions,  preferences and other terms and
provisions of the Common  Securities are set forth in, and this  certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust,  dated as of February  23,  2007,  as the same may be amended from
time to time (the "Trust  Agreement"),  among First Banks,  Inc.,  as Depositor,
Wilmington Trust Company,  as Property  Trustee,  Wilmington  Trust Company,  as
Delaware  Trustee,  the  Administrative  Trustees named therein and the Holders,
from time to time,  of Trust  Securities.  The Trust will  furnish a copy of the
Trust  Agreement to the Holder without charge upon written  request to the Trust
at its principal place of business or registered office.

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

          This Common Securities  Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware.

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

          In Witness Whereof,  one of the  Administrative  Trustees of the Trust
has  executed  on  behalf  of  the  Trust  this  certificate  this  ____  day of
________________.

                                                 First Bank Statutory Trust VIII

                                                 By:
                                                     ---------------------------
                                                     Name:
                                                     Administrative Trustee
<PAGE>




                                                                       Exhibit C

                   [FORM OF PREFERRED SECURITIES CERTIFICATE]

          "[IF  THIS  SECURITY  IS A  GLOBAL  SECURITY  INSERT:  THIS  PREFERRED
            ---------------------------------------------------
SECURITY  IS A  GLOBAL  SECURITY  WITHIN  THE  MEANING  OF THE  TRUST  AGREEMENT
HEREINAFTER  REFERRED TO AND IS REGISTERED IN THE NAME OF THE  DEPOSITORY  TRUST
COMPANY ("DTC") OR A NOMINEE OF DTC. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR
PREFERRED  SECURITIES  REGISTERED  IN THE NAME OF A PERSON OTHER THAN DTC OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT,  AND
NO TRANSFER OF THIS PREFERRED  SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED
SECURITY  AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR
ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

          UNLESS  THIS   PREFERRED   SECURITY  IS  PRESENTED  BY  AN  AUTHORIZED
REPRESENTATIVE  OF DTC TO FIRST  BANK  STATUTORY  TRUST  VIII OR ITS  AGENT  FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY
PERSON IS WRONGFUL  INASMUCH AS THE REGISTERED OWNER HEREOF,  CEDE & CO., HAS AN
INTEREST HEREIN.]

          THE  PREFERRED   SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  WERE
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH PREFERRED SECURITIES OR
ANY INTEREST  THEREIN MAY NOT BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED IN THE
ABSENCE  OF  SUCH  REGISTRATION  OR  AN  APPLICABLE  EXEMPTION  THEREFROM.  EACH
PURCHASER OF ANY PREFERRED  SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE
PREFERRED  SECURITIES  MAY BE RELYING ON THE  EXEMPTION  FROM THE  PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

          THE HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE
AGREES FOR THE BENEFIT OF THE TRUST AND THE  DEPOSITOR  THAT (A) SUCH  PREFERRED
SECURITIES  MAY BE  OFFERED,  RESOLD OR  OTHERWISE  TRANSFERRED  ONLY (I) TO THE
TRUST,  (II) TO A PERSON WHOM THE SELLER  REASONABLY  BELIEVES  IS A  "QUALIFIED
INSTITUTIONAL  BUYER" (AS  DEFINED IN RULE 144A UNDER THE  SECURITIES  ACT) IN A
TRANSACTION  MEETING THE REQUIREMENTS OF RULE 144A, OR (III) TO AN INSTITUTIONAL
"ACCREDITED  INVESTOR"  WITHIN THE MEANING OF SUBPARAGRAPH  (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE  SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED  INVESTOR," WITHIN THE MEANING
OF  SUBPARAGRAPH  (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT,
FOR  INVESTMENT  PURPOSES  AND  NOT  WITH A VIEW  TO,  OR FOR  OFFER  OR SALE IN
CONNECTION  WITH, ANY  DISTRIBUTION  IN VIOLATION OF THE SECURITIES ACT, IN EACH
CASE IN  ACCORDANCE  WITH ANY  APPLICABLE  SECURITIES  LAWS OF ANY  STATE OF THE
UNITED STATES OR ANY OTHER  APPLICABLE  JURISDICTION  AND, IN THE CASE OF (III),
SUBJECT  TO THE RIGHT OF THE TRUST AND THE  DEPOSITOR  TO  REQUIRE AN OPINION OF
COUNSEL  ADDRESSING   COMPLIANCE  WITH  THE  U.S.  SECURITIES  LAWS,  AND  OTHER
INFORMATION  SATISFACTORY  TO EACH OF THEM AND (B) THE  HOLDER  WILL  NOTIFY ANY
PURCHASER  OF  ANY  PREFERRED  SECURITIES  FROM  IT OF THE  RESALE  RESTRICTIONS
REFERRED TO IN (A) ABOVE.

          THE PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN
BLOCKS HAVING AN AGGREGATE  LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF PREFERRED  SECURITIES
OR ANY INTEREST  THEREIN IN A BLOCK HAVING AN  AGGREGATE  LIQUIDATION  AMOUNT OF
LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS  THEREOF SHALL BE DEEMED TO
BE VOID AND OF NO LEGAL EFFECT  WHATSOEVER.  TO THE FULLEST EXTENT  PERMITTED BY
LAW, ANY SUCH PURPORTED  TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH
PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT
OF LIQUIDATION  AMOUNT OF OR DISTRIBUTIONS  ON SUCH PREFERRED  SECURITIES OR ANY
INTEREST  THEREIN,  AND SUCH  PURPORTED  TRANSFEREE  SHALL BE  DEEMED TO HAVE NO
INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.
<PAGE>

          THE  HOLDER  OF  THIS  SECURITY,  OR  ANY  INTEREST  THEREIN,  BY  ITS
ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT
AN  EMPLOYEE  BENEFIT  PLAN,  INDIVIDUAL  RETIREMENT  ACCOUNT  OR OTHER  PLAN OR
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974,  AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE  INTERNAL  REVENUE CODE OF
1986,  AS AMENDED (THE "CODE")  (EACH A "PLAN"),  OR AN ENTITY WHOSE  UNDERLYING
ASSETS  INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S  INVESTMENT IN THE ENTITY,
AND NO PERSON  INVESTING  "PLAN  ASSETS"  OF ANY PLAN MAY  ACQUIRE  OR HOLD THIS
PREFERRED  SECURITY OR ANY INTEREST THEREIN,  UNLESS SUCH PURCHASER OR HOLDER IS
ELIGIBLE FOR THE EXEMPTIVE RELIEF  AVAILABLE UNDER SECTION  408(b)(17) OF ERISA,
U.S.  DEPARTMENT OF LABOR PROHIBITED  TRANSACTION CLASS EXEMPTION 96-23,  95-60,
91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING
OF THIS SECURITY,  OR ANY INTEREST THEREIN, ARE NOT PROHIBITED BY SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY
PURCHASER OR HOLDER OF THE PREFERRED  SECURITIES OR ANY INTEREST THEREIN WILL BE
DEEMED TO HAVE  REPRESENTED BY ITS PURCHASE AND HOLDING  THEREOF THAT EITHER (i)
IT IS NOT AN  EMPLOYEE  BENEFIT  PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR
SECTION  4975 OF THE CODE IS  APPLICABLE,  A TRUSTEE OR OTHER  PERSON  ACTING ON
BEHALF OF ANY SUCH EMPLOYEE  BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
USING THE "PLAN  ASSETS" OF ANY SUCH  EMPLOYEE  BENEFIT  PLAN OR PLAN TO FINANCE
SUCH PURCHASE,  OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED
TRANSACTION  UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE FOR WHICH
FULL  EXEMPTIVE  RELIEF  IS NOT  AVAILABLE  UNDER  AN  APPLICABLE  STATUTORY  OR
ADMINISTRATIVE EXEMPTION.

          THIS  OBLIGATION  IS NOT A DEPOSIT  AND IS NOT  INSURED  BY THE UNITED
STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE CORPORATION.

<PAGE>


Certificate Number  P-                            _________ Preferred Securities
                                          $________ Aggregate Liquidation Amount



                                    CUSIP NO.

                                [_______________]

                   Certificate Evidencing Preferred Securities

                                       of

                         First Bank Statutory Trust VIII

                       Floating Rate Preferred Securities
               (liquidation amount $1,000 per Preferred Security)

          First Bank Statutory  Trust VIII, a statutory  trust created under the
laws  of  the  State  of  Delaware  (the   "Trust"),   hereby   certifies   that
___________________  (the  "Holder")  is the  registered  owner  of  ___________
Preferred  Securities  [if the  Preferred  Security is a Global  Security,  then
insert--, or such other number of Preferred Securities represented hereby as may
be set forth in the records of the Securities Registrar  hereinafter referred to
in  accordance  with the  Trust  Agreement  (as  defined  below),]  of the Trust
representing  an undivided  preferred  beneficial  interest in the assets of the
Trust and designated the First Bank Statutory Trust VIII Floating Rate Preferred
Securities  (liquidation  amount $1,000 per Preferred  Security) (the "Preferred
Securities"). The Preferred Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
                                                                         -------
5.7 of the  Trust  Agreement  (as  defined  below).  The  designations,  rights,
---
privileges,  restrictions,  preferences  and other terms and  provisions  of the
Preferred  Securities are set forth in, and this  certificate  and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and  provisions  of, the Amended and Restated  Trust  Agreement of the
Trust,  dated as of February 23,  2007,  as the same may be amended from time to
time (the "Trust Agreement"),  among First Banks, Inc., a Missouri  corporation,
as Depositor,  Wilmington Trust Company,  as Property Trustee,  Wilmington Trust
Company, as Delaware Trustee, the Administrative  Trustees named therein and the
Holders,  from time to time, of Trust Securities.  The Holder is entitled to the
benefits of the  Guarantee  Agreement  entered  into by First  Banks,  Inc.  and
Wilmington Trust Company,  as Guarantee Trustee,  dated as of February 23, 2007,
as the same may be amended from time to time (the "Guarantee Agreement"), to the
extent  provided  therein.  The Trust  will  furnish a copy of each of the Trust
Agreement and the Guarantee  Agreement to the Holder without charge upon written
request to the Property Trustee at its principal place of business or registered
office.

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

          This  Preferred  Securities  Certificate  shall  be  governed  by  and
construed in accordance with the laws of the State of Delaware.

          All  capitalized   terms  used  but  not  defined  in  this  Preferred
Securities  Certificate  are  used  with the  meanings  specified  in the  Trust
Agreement, including the Schedules and Exhibits thereto.

          In Witness Whereof,  one of the  Administrative  Trustees of the Trust
has executed on behalf of the Trust this  certificate this __ day of __________,
____.



                                                First Bank Statutory Trust VIII

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


          This   represents    Preferred   Securities   referred   to   in   the
within-mentioned Trust Agreement.

Dated:

                                                Wilmington Trust Company, not in
                                                its   individual  capacity,  but
                                                solely as Property Trustee


                                                By:
                                                     ---------------------------
                                                     Authorized officer


<PAGE>

                          [FORM OF REVERSE OF SECURITY]

          The Trust  promises to pay  Distributions  from  February 23, 2007, or
from the most recent  Distribution Date to which Distributions have been paid or
duly  provided  for,  quarterly  (subject to  deferral  as set forth  herein) in
arrears on March 30th , June 30th ,  September  30th and  December  30th of each
year,  commencing  on  _________,  20__,  at a variable  rate per  annum,  reset
quarterly,  equal to LIBOR plus 1.61% of the Liquidation Amount of the Preferred
Securities represented by this Preferred Securities  Certificate,  together with
any Additional Interest Amounts, in respect to such period.

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

          In the event (and to the  extent)  that the  Depositor  exercises  its
right  under the  Indenture  to defer the  payment  of  interest  on the  Notes,
Distributions on the Preferred Securities shall be deferred.

          Under the Indenture,  so long as no Note Event of Default  pursuant to
paragraphs  (c),  (e),  (f),  (g) or (h) of  Section  5.1 of the  Indenture  has
            ---   ---   ---   ---    ---     ------------
occurred and is continuing,  the Depositor shall have the right, at any time and
from time to time during the term of the Notes, to defer the payment of interest
on the Notes for a period of up to twenty (20)  consecutive  quarterly  interest
payment  periods  (each such extended  interest  payment  period,  an "Extension
Period"),  during which  Extension  Period no interest  shall be due and payable
(except any Additional Tax Sums that may be due and payable). No interest on the
Notes shall be due and payable  during an  Extension  Period,  except at the end
thereof, but each installment of interest that would otherwise have been due and
payable  during such  Extension  Period shall bear  Additional  Interest (to the
extent payment of such interest would be legally enforceable) at a variable rate
per annum,  reset quarterly,  equal to LIBOR plus 1.61%,  compounded  quarterly,
from the dates on which amounts would have  otherwise been due and payable until
paid or until  funds  for the  payment  thereof  have been  made  available  for
payment. If Distributions are deferred,  the deferred  Distributions  (including
Additional  Interest  Amounts)  shall  be  paid on the  date  that  the  related
Extension  Period  terminates to Holders (as defined in the Trust  Agreement) of
the Trust Securities as they appear on the books and records of the Trust on the
record date immediately preceding such termination date.

          Distributions  on the  Securities  must be paid on the  dates  payable
(after giving  effect to any Extension  Period) to the extent that the Trust has
funds available for the payment of such  Distributions in the Payment Account of
the Trust.  The Trust's funds  available for  Distribution to the Holders of the
Preferred  Securities  will be limited to payments  received from the Depositor.
The payment of  Distributions  out of moneys held by the Trust is  guaranteed by
the Depositor pursuant to the Guarantee Agreement.

          During any such Extension Period,  the Depositor shall not (i) declare
or pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation  payment with respect to, any of the Depositor's  Equity  Interests,
(ii) vote in favor of or permit or otherwise allow any of its  Subsidiaries  (as
defined in the Indenture) to declare or pay any dividends or  distributions  on,
or redeem,  purchase,  acquire or make a liquidation  payment with respect to or
otherwise  retire,  any of such  Subsidiary's  Equity  Interests  entitling  the
holders thereof to a stated rate of return other than dividends or distributions
on Equity Interests issued by any Subsidiary  solely payable to the Depositor or
any  Subsidiary  thereof  (for the  avoidance  of  doubt,  whether  such  Equity
Interests are perpetual or otherwise), or (iii) make any payment of principal of
or any interest or premium on or repay, repurchase or redeem any debt securities
of the Depositor that rank pari passu in all respects with or junior in interest
to the Notes (other than (a) repurchases,  redemptions or other  acquisitions of
Equity  Interests  of the  Depositor  in  connection  with  (1)  any  employment
contract,  benefit plan or other similar  arrangement with or for the benefit of
any one or more employees,  officers,  directors or consultants,  (2) a dividend
reinvestment  or stockholder  stock purchase or similar plan with respect to any
Equity  Interests or (3) the issuance of Equity  Interests of the  Depositor (or
securities  convertible  into or  exercisable  for  such  Equity  Interests)  as
consideration in an acquisition transaction entered into prior to the applicable
Extension  Period,  (b) as a result of an exchange or conversion of any class or

<PAGE>

series  of the  Depositor's  Equity  Interests  (or any  Equity  Interests  of a
Subsidiary of the Depositor) for any class or series of the  Depositor's  Equity
Interests  or of any  class or series of the  Depositor's  indebtedness  for any
class or  series  of the  Depositor's  Equity  Interests,  (c) the  purchase  of
fractional  interests  in Equity  Interests  of the  Depositor  pursuant  to the
conversion or exchange provisions of such Equity Interests or the security being
converted or exchanged, (d) any declaration of a dividend in connection with any
Rights  Plan (as  defined in the  Indenture),  the  issuance  of rights,  Equity
Interests  or other  property  under  any  Rights  Plan,  or the  redemption  or
repurchase of rights pursuant  thereto or (e) any dividend in the form of Equity
Interests, warrants, options or other rights where the dividend Equity Interests
or the Equity  Interests  issuable  upon exercise of such  warrants,  options or
other  rights are the same Equity  Interests  as those on which the  dividend is
being paid or rank pari passu with or junior to such Equity Interests).

          On each Note  Redemption  Date, on the stated maturity (or any date of
principal  repayment upon early maturity) of the Notes and on each other date on
(or in respect of) which any principal on the Notes is repaid, the Trust will be
required to redeem a Like Amount of Trust  Securities at the  Redemption  Price.
Under the Indenture,  the Notes may be redeemed by the Depositor on any Interest
Payment Date, at the Depositor's  option, on or after March 30, 2012 in whole or
in part from time to time at a  redemption  price equal to one  hundred  percent
(100%) of the  principal  amount  thereof or the redeemed  portion  thereof,  as
applicable, together, in the case of any such redemption, with accrued interest,
including  any  Additional  Interest,  to  but  excluding  the  date  fixed  for
redemption;  provided, that the Depositor shall have received the prior approval
of the Federal  Reserve if then required.  The Notes may also be redeemed by the
Depositor,  at its  option,  at any  time,  in whole  but not in part,  upon the
occurrence of a Capital Disqualification Event, an Investment Company Event or a
Tax Event at the Special Event Redemption  Price;  provided,  that the Depositor
shall have received the prior approval of the Federal Reserve if then required.

          The  Trust  Securities  redeemed  on each  Redemption  Date  shall  be
redeemed at the  Redemption  Price with the  proceeds  from the  contemporaneous
redemption or payment at maturity of Notes.  Redemptions of the Trust Securities
(or portion  thereof) shall be made and the Redemption Price shall be payable on
each  Redemption  Date only to the extent  that the Trust has funds then on hand
and available in the Payment Account for the payment of such Redemption Price.

          Payments of Distributions (including any Additional Interest Amounts),
the Redemption Price,  Liquidation Amount or any other amounts in respect of the
Preferred  Securities  shall be made by wire  transfer at such place and to such
account at a banking  institution  in the United  States as may be designated in
writing at least ten (10)  Business  Days  prior to the date for  payment by the
Person entitled  thereto unless proper written  transfer  instructions  have not
been received by the relevant  record date, in which case such payments shall be
made by check mailed to the address of such Person as such address  shall appear
in the Security Register.  If any Preferred Securities are held by a Depositary,
such  Distributions  shall be made to the  Depositary in  immediately  available
funds.

          The indebtedness  evidenced by the Notes is, to the extent provided in
the Indenture,  subordinate  and junior in right of payment to the prior payment
in full of all Senior Debt (as defined in the  Indenture),  and this Security is
issued subject to the provisions of the Indenture with respect thereto.

<PAGE>

                                   ASSIGNMENT

          For  Value  Received,  the  undersigned  assigns  and  transfers  this
Preferred Securities Certificate to:


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




                    (Insert address and zip code of assignee)

and irrevocably appoints




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

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

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


<PAGE>

                                                                       Exhibit D

                          Junior Subordinated Indenture
<PAGE>





                                                                       Exhibit E

                         FORM OF TRANSFEREE CERTIFICATE
                  TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS

                                                                __________, [  ]
First Banks, Inc.
First Bank Statutory Trust VIII
135 N. Meramec
Clayton, Missouri 63105

          Re:  Purchase of $1,000  stated  liquidation  amount of Floating  Rate
               Preferred Securities (the "Preferred  Securities") of  First Bank
               Statutory Trust VIII
               --------------------

Ladies and Gentlemen:

          In connection with our purchase of the Preferred Securities we confirm
that:

          1. We understand  that the Floating  Rate  Preferred  Securities  (the
"Preferred  Securities")  of First  Bank  Statutory  Trust  VIII  (the  "Trust")
(including the guarantee (the "Guarantee") of First Banks, Inc. (the "Company")
executed in  connection  therewith)  and the Floating  Rate Junior  Subordinated
Notes  due  2037  of the  Company  (the  "Subordinated  Notes")  (the  Preferred
Securities,  the Guarantee and the Subordinated Notes together being referred to
herein  as the  "Offered  Securities"),  have  not  been  registered  under  the
Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  and may not be
offered or sold except as permitted in the following  sentence.  We agree on our
own behalf and on behalf of any investor account for which we are purchasing the
Offered  Securities that, if we decide to offer, sell or otherwise  transfer any
such Offered Securities,  (i) such offer, sale or transfer will be made only (a)
to  the  Trust,  (b)  to  a  person  we  reasonably   believe  is  a  "qualified
institutional  buyer" (a "QIB") (as  defined  in Rule 144A under the  Securities
Act) in a  transaction  meeting  the  requirements  of Rule  144A,  or (c) to an
institutional  "accredited investor" within the meaning of subparagraph (a) (1),
(2), (3) or (7) of Rule 501 under the Securities  Act that is acquiring  Offered
Securities  for  its own  account,  or for the  account  of such an  "accredited
investor," for investment  purposes and not with a view to, or for offer or sale
in connection with, any distribution thereof in violation of the Securities Act,
in each case in accordance  with any applicable  securities laws of any state of
the United States or any other applicable  jurisdiction and, in the case of (c),
subject  to the right of the Trust and the  depositor  to  require an opinion of
counsel and other  information  satisfactory  to each of them.  If any resale or
other  transfer of the  Offered  Securities  is proposed to be made  pursuant to
clause (c) above,  the  transferor  shall  deliver a letter from the  transferee
substantially  in the form of this  letter to the  Property  Trustee as Transfer
Agent,  which  shall  provide  as  applicable,  among  other  things,  that  the
transferee is an "accredited  investor"  within the meaning of subparagraph  (a)
(1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring such
Securities for investment  purposes and not for distribution in violation of the
Securities  Act.  We  acknowledge  on our behalf  and on behalf of any  investor
account for which we are  purchasing  Securities  that the Trust and the Company
reserve the right prior to any offer,  sale or other transfer pursuant to clause
(c) to require the  delivery of any  opinion of counsel,  certifications  and/or
other information  satisfactory to the Trust and the Company. We understand that
the  certificates  for any Offered  Security  that we receive will bear a legend
substantially to the effect of the foregoing.

          2. We are an "accredited  investor" within the meaning of subparagraph
(a) (1), (2), (3) or (7) of Rule 501 under the Securities Act purchasing for our
own  account or for the  account of such an  "accredited  investor,"  and we are
acquiring the Offered  Securities for investment  purposes and not with view to,
or for offer or sale in connection  with, any  distribution  in violation of the
Securities  Act, and we have such  knowledge  and  experience  in financial  and
business  matters  as to be capable  of  evaluating  the merits and risks of our
investment  in the Offered  Securities,  and we and any account for which we are
acting are each able to bear the economic risks of our or its investment.

          3. We are acquiring the Offered Securities purchased by us for our own
account  (or for one or more  accounts  as to each of  which  we  exercise  sole
investment  discretion  and have  authority to make, and do make, the statements
contained in this letter) and not with a view to any distribution of the Offered
Securities,  subject, nevertheless, to the understanding that the disposition of
our property will at all times be and remain within our control.
<PAGE>

          4. In the event  that we  purchase  any  Preferred  Securities  or any
Subordinated  Notes,  we  will  acquire  such  Preferred  Securities  having  an
aggregate  stated   liquidation  amount  of  not  less  than  $100,000  or  such
Subordinated Notes having an aggregate  principal amount not less than $100,000,
for our own account and for each separate account for which we are acting.

          5. We  acknowledge  that either (A) we are not and are not acting as a
fiduciary of or on behalf of an employee benefit,  individual retirement account
or other  plan or  arrangement  subject  to Title I of the  Employee  Retirement
Income  Security  Act of 1974,  as amended  ("ERISA"),  or  Section  4975 of the
Internal  Revenue Code of 1986, as amended (the "Code")  (each a "Plan"),  or an
entity whose  underlying  assets  include  "plan assets" by reason of any Plan's
investment  in the entity,  and are not  purchasing  the Offered  Securities  on
behalf  of or with  "plan  assets"  by reason of any  Plan's  investment  in the
entity;  (B) we are eligible for the exemptive  relief  available  under Section
408(b)(17) of ERISA, one or more of the following  prohibited  transaction class
exemptions  ("PTCEs") issued by the U.S. Department of Labor: PTCE 96-23, 95-60,
91-38, 90-1 or 84-14 or another  applicable  exemption;  or (C) our purchase and
holding of this security,  or any interest therein, is not prohibited by Section
406 of ERISA or  Section  4975 of the Code  with  respect  to such  purchase  or
holding.

          6. We acknowledge  that the Trust and the Company and others will rely
upon the truth and accuracy of the foregoing  acknowledgments,  representations,
warranties  and  agreements  and  agree  that  if any  of  the  acknowledgments,
representations,  warranties  and  agreements  deemed  to have  been made by our
purchase of the Offered  Securities  are no longer  accurate,  we shall promptly
notify the Company. If we are acquiring any Offered Securities as a fiduciary or
agent  for  one or more  investor  accounts,  we  represent  that  we have  sole
discretion  with  respect to each such  investor  account  and that we have full
power to make the foregoing  acknowledgments,  representations  and agreement on
behalf of each such investor account.

                                           (Name of Purchaser)



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

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

          Upon transfer,  the Offered Securities would be registered in the name
of the new beneficial owner as follows.

Name:
     -------------------------------------
Address:
        ----------------------------------

Taxpayer ID Number:
                   -----------------------

<PAGE>



                                                                       Exhibit F

                         FORM OF TRANSFEROR CERTIFICATE
                             TO BE EXECUTED FOR QIBs

                                                                __________, [  ]
First Banks, Inc.
First Bank Statutory Trust VIII
135 N. Meramec
Clayton, Missouri 63105


          Re:  Purchase of $1,000  stated  liquidation  amount of Floating  Rate
               Preferred Securities (the "Preferred  Securities") of  First Bank
               Statutory Trust VIII
               --------------------

          Reference is hereby made to the Amended and Restated  Trust  Agreement
of First Bank  Statutory  Trust VIII,  dated as of February 23, 2007 (the "Trust
Agreement"),  among Terrance M. McCarthy, Peter D. Wimmer and Lisa K. Vansickle,
as  Administrative  Trustees,  Wilmington  Trust Company,  as Delaware  Trustee,
Wilmington Trust Company, as Property Trustee,  First Banks, Inc., as Depositor,
and the  holders  from time to time of  undivided  beneficial  interests  in the
assets of First  Bank  Statutory  Trust  VIII.  Capitalized  terms  used but not
defined herein shall have the meanings given them in the Trust Agreement.

          This letter relates to $________________________ aggregate liquidation
amount of Preferred  Securities which are held in the name of _____________ (the
"Transferor").

          In accordance  with Article V of the Trust  Agreement,  the Transferor
hereby  certifies  that  such  Preferred  Securities  are being  transferred  in
accordance  with  (i) the  transfer  restrictions  set  forth  in the  Preferred
Securities  and (ii) Rule 144A  under the  Securities  Act ("Rule  144A"),  to a
transferee that the Transferor  reasonably  believes is purchasing the Preferred
Securities  for  its own  account  or an  account  with  respect  to  which  the
transferee exercises sole investment  discretion and the transferee and any such
account is a "qualified institutional buyer" within the meaning of Rule 144A, in
a  transaction  meeting the  requirements  of Rule 144A and in  accordance  with
applicable  securities  laws of any  state of the  United  States  or any  other
jurisdiction.

          You are  entitled  to  rely  upon  this  letter  and  are  irrevocably
authorized  to produce this letter or a copy hereof to any  interested  party in
any  administrative  or legal proceeding or official inquiry with respect to the
matters covered hereby.

                                              (Name of Transferor)

                                              By:
                                                    ----------------------------
                                                    Name:
                                                    Title:
Date:
      -------------------
<PAGE>


                                                                       Exhibit G

                     Form of Officer's Financial Certificate

          The undersigned,  the [Chief Financial Officer] [Treasurer] [Executive
Vice President] hereby certifies, pursuant to Section 8.16(b) of the Amended and
Restated Trust Agreement, dated as of February 23, 2007, among First Banks, Inc.
(the "Company"), Wilmington Trust Company, as property trustee, Wilmington Trust
Company,  as Delaware  trustee and the  administrative  trustees  named therein,
that, as of _______, 20__, the Company had the following ratios and balances:

<TABLE>
<CAPTION>

BANK  HOLDING COMPANY
As of [Quarterly Financial Dates]


<S>                                                                  <C>
Tier 1 Risk Weighted Assets
                                                                     _________ %
Ratio of Double Leverage
                                                                     _________ %
Non-Performing Assets to Loans and OREO
                                                                     _________ %
Tangible Common Equity as a Percentage of Tangible Assets
                                                                     _________ %
Ratio of Reserves to Non-Performing Loans
                                                                     _________ %
Ratio of Net Charge-Offs to Loans
                                                                     _________ %
Return on Average Assets (annualized)
                                                                     _________ %
Net Interest Margin (annualized)
                                                                     _________ %
Efficiency Ratio
                                                                     _________ %
Ratio of Loans to Assets
                                                                     _________ %
Ratio of Loans to Deposits
                                                                     _________ %
Double Leverage (exclude trust preferred as equity)
                                                                     _________ %
Total Assets                                                         $

Year to Date Income                                                  $
</TABLE>

* A table describing the quarterly report calculation procedures is attached.

[FOR FISCAL YEAR END:  Attached  hereto are the audited  consolidated  financial
statements  (including the balance sheet, income statement and statement of cash
flows,  and  notes  thereto,   together  with  the  report  of  the  independent
accountants  thereon) of the Company and its  consolidated  subsidiaries for the
three years ended _______, 20__.]

[FOR FISCAL  QUARTER END:  Attached  hereto are the unaudited  consolidated  and
consolidating  financial  statements  (including  the  balance  sheet and income
statement)  of the  Company  and its  consolidated  subsidiaries  for the fiscal
quarter and [six/nine] month period ended _______, 20___].

The financial statements fairly present in all material respects,  in accordance
with U.S.  generally  accepted  accounting  principles  ("GAAP"),  the financial
position of the Company and its  consolidated  subsidiaries,  and the results of
operations  and changes in financial  condition as of the date, and for the [___
quarter  interim]  [annual]  period  ended  _______,  20__,  and such  financial
statements  have been  prepared in  accordance  with GAAP  consistently  applied
throughout the period involved (expect as otherwise noted therein).

<PAGE>


          IN WITNESS  WHEREOF,  the  undersigned  has  executed  this  Officer's
Financial Certificate as of this _____ day of _____________, 20__.



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


                                                     First Banks, Inc.
                                                     135 N. Meramec
                                                     Clayton, Missouri 63105
                                                     (314) 854-4600


<PAGE>
<TABLE>
<CAPTION>


                                                    Financial Definitions

                                                    BANK HOLDING COMPANY

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

                               Corresponding FRY-9C or LP Line Items with Line Item                 Description of
       Report Item                            corresponding Schedules                                 Calculation
--------------------------- ------------------------------------------------------------ -----------------------------------------
<S>                             <C>                                                           <C>
Tier 1 Risk Weighted        BHCK7206                                                     Tier 1 Risk Ratio:  Core Capital (Tier 1)
Assets                      Schedule HC-R                                                /Risk-Adjusted Assets

--------------------------- ------------------------------------------------------------ -----------------------------------------
Ratio of Double Leverage    (BHCP0365)/(BCHCP3210)                                       Total equity investments in  subsidiaries
                            Schedule PC in the LP                                        divided by the total equity capital. This
                                                                                         field  is   calculated   at   the  parent
                                                                                         company  level.  "Subsidiaries"   include
                                                                                         bank, bank holding company, and  non-bank
                                                                                         subsidiaries.
--------------------------- ------------------------------------------------------------ -----------------------------------------
Non-Performing Assets to    (BHCK5525-BHCK3506+BHCK5526-BHCK3507+BHCK2744/(BHCK2122      Total  Nonperforming  Assets  (NPLs+Fore-
Loans and OREO              +BHCK2744) Schedules HC-C, HC-M & HC-N                       closed  Real  Estate+Other  Nonaccrual  &
                                                                                         Repossessed    Assets)/Total  Loans+Fore-
                                                                                         closed Real Estate
--------------------------- ------------------------------------------------------------ -----------------------------------------
Tangible Common Equity as   (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)                      (Equity  Capital-Goodwill)/(Total Assets-
a Percentage of Tangible    Schedule HC                                                  Goodwill)
Assets
--------------------------- ------------------------------------------------------------ -----------------------------------------
Ratio of Reserves to        (BHCK3123+BHCK3128)/(BHCK5525-BHCK3506+BHCK5526-BHCK3507)    Total  Loan  Loss and  Allocated Transfer
Non-Performing Loans        Schedules HC & HC-N & HC-R                                   Risk Reserves/Total  Nonperforming  Loans
                                                                                         (Nonaccrual + Restructured)
--------------------------- ------------------------------------------------------------ -----------------------------------------
Ratio of Net Charge-Offs    (BHCK4635-BHCK4605)/(BHCK3516)                               Net  charge  offs  for   the  period as a
to Loans                    Schedules HI-B & HC-K                                        percentage of average loans.
--------------------------- ------------------------------------------------------------ -----------------------------------------
Return on Average Assets    (BHCK4340/BHCK3368)                                          Net Income as a percentage of Assets.
(annualized)                Schedules HI & HC-K
--------------------------- ------------------------------------------------------------ -----------------------------------------
Net Interest Margin         (BHCK4519/(BHCK3515+BHCK3365+BHCK3516+BHCK3401+BHCKB985)     (Net   Interest  Income   Fully   Taxable
(annualized)                Schedules HI Memorandum and HC-K                             Equivalent, if  available/Average Earning
                                                                                         Assets)
--------------------------- ------------------------------------------------------------ -----------------------------------------
Efficiency Ratio            (BHCK4093)/(BHCK4519+BHCK4079)                               (Non-interest    Expense)/(Net   Interest
                            Schedule HI                                                  Income   Fully   Taxable  Equivalent,  if
                                                                                         available, plus Non-interest Income)
--------------------------- ------------------------------------------------------------ -----------------------------------------
Ratio of Loans to Assets    (BHCKB528+BHCK5369)/(BHCK2170)                               Total  Loans  &  Leases (Net  of Unearned
                            Schedule HC                                                  Income & Gross of   Reserve)/Total Assets
--------------------------- ------------------------------------------------------------ -----------------------------------------
Ratio of Loans to Deposits  (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+BHFN6631+BHFN6636)    Total  Loans  &  Leases  (Net of Unearned
                            Schedule HC                                                  Income   &  Gross  of    Reserve) / Total
                                                                                         Deposits  (Includes  Domestic and Foreign
                                                                                         Deposits)
--------------------------- ------------------------------------------------------------ -----------------------------------------
Total Assets                (BHCK2170)                                                   The sum  of total assets.  Includes  cash
                            Schedule HC                                                  and    balances    due   from  depository
                                                                                         institutions;  securities;  federal funds
                                                                                         sold   and  securities   purchased  under
                                                                                         agreements  to  resell;   loans and lease
                                                                                         financing  receivables;   trading assets;
                                                                                         premises    and   fixed    assets;  other
                                                                                         real   estate   owned;   investments   in
                                                                                         unconsolidated     subsidiaries       and
                                                                                         associated     companies;      customer's
                                                                                         liability   on  acceptances  outstanding;
                                                                                         intangible assets; and other assets.
--------------------------- ------------------------------------------------------------ -----------------------------------------
Net Income                  (BHCK4300)                                                   The    sum    of    income  (loss) before
                            Schedule HI                                                  extraordinary items and other adjustments
                                                                                         and   extraordinary   items;  and   other
                                                                                         adjustments, net of income taxes.
--------------------------- ------------------------------------------------------------ -----------------------------------------

</TABLE>

<PAGE>

                                                                       Exhibit H

                                     FORM OF
                              OFFICERS' CERTIFICATE
                                      UNDER
                                 SECTION 8.16(a)

          Pursuant  to  Section  8.16(a)  of  the  Amended  and  Restated  Trust

Agreement,  dated as of February 23, 2007 (as modified,  supplemented or amended

from time to time, the "Trust  Agreement") of First Bank Statutory Trust VIII, a

Delaware statutory trust (the "Trust"), each of the undersigned hereby certifies

that,  to  the  knowledge  of  the  undersigned,  none  of  the  Depositor,  the

Administrative  Trustees  and the Trust are in  default  in the  performance  or

observance of any of the terms, provisions and conditions of the Trust Agreement

(without  regard to any period of grace or requirement of notice  provided under

the Trust  Agreement) for the fiscal period ending on _________,  20__ [, except

as  follows:  specify  each such  default  and the nature  and status  thereof].

          Capitalized terms used herein, and not otherwise defined herein,  have

the respective meanings assigned thereto in the Trust Agreement.

                      [signatures appear on the next page]
<PAGE>


          IN WITNESS  WHEREOF,  the  undersigned  have executed  this  Officers'
Certificate as of __________,  20__.
                                         ___________________________
                                         Name:
                                         Title:
                                                [Must  be  the  Chief  Executive
                                                Officer,  the  President, or  an
                                                Executive  Vice   President]  of
                                                First Banks, Inc.


                                         ___________________________
                                         Name:
                                         Title: [Must  be  the  Chief  Financial
                                                Officer,  the  Treasurer, or  an
                                                Assistant  Treasurer]  of  First
                                                Banks, Inc.


                                         ____________________________
                                         Administrative Trustee  of  First  Bank
                                         Statutory Trust VIII
                                         Name:


                                         ____________________________
                                         Administrative  Trustee  of First  Bank
                                         Statutory Trust VIII
                                         Name:

                                         ____________________________
                                         Administrative Trustee  of  First  Bank
                                         Statutory Trust VIII
                                         Name:
<PAGE>


                                                                      Schedule A

          With respect to the Trust  Securities,  the London  interbank  offered
rate ("LIBOR") shall be determined by the  Calculation  Agent in accordance with
the following provisions (in each case rounded to the nearest .000001%):

(1)       On the  second  LIBOR  Business  Day  (as  defined  below)  prior to a
Distribution  Date  (except,  with  respect  to the first  distribution  payment
period,  on February  21, 2007) (each such day, a "LIBOR  Determination  Date"),
LIBOR for any given security shall, for the following distribution period, equal
the rate, as obtained by the Calculation Agent from Bloomberg  Financial Markets
Commodities News, for three-month U.S. Dollar deposits in Europe,  which appears
on Dow Jones  Telerate  Page 3750 (as  defined  in the  International  Swaps and
Derivatives   Association,   Inc.  1991  Interest  Rate  and  Currency  Exchange
Definitions), or such other page as may replace such Page 3750, as of 11:00 a.m.
(London time) on such LIBOR Determination Date.

(2)       If, on any LIBOR  Determination Date, such rate does not appear on Dow
Jones  Telerate Page 3750 or such other page as may replace such Page 3750,  the
Calculation Agent shall determine the arithmetic mean of the offered  quotations
of the  Reference  Banks (as  defined  below)  to  leading  banks in the  London
interbank  market for  three-month  U.S.  Dollar deposits in Europe in an amount
determined by the  Calculation  Agent by reference to requests for quotations as
of approximately  11:00 a.m. (London time) on the LIBOR  Determination Date made
by the Calculation Agent to the Reference Banks. If, on any LIBOR  Determination
Date, at least two of the Reference Banks provide such  quotations,  LIBOR shall
equal such arithmetic mean of such  quotations.  If, on any LIBOR  Determination
Date,  only one or none of the Reference  Banks provide such  quotations,  LIBOR
shall be deemed to be the arithmetic mean of the offered quotations that leading
banks in the City of New York selected by the  Calculation  Agent are quoting on
the relevant LIBOR  Determination  Date for three-month  U.S. Dollar deposits in
Europe in an amount  determined  by the  Calculation  Agent by  reference to the
principal  London  offices of  leading  banks in the  London  interbank  market;
provided, that if the Calculation Agent is required but is unable to determine a
rate in accordance  with at least one of the procedures  provided  above,  LIBOR
shall be LIBOR as determined on the previous LIBOR Determination Date.

(3)       As used  herein:  "Reference  Banks"  means four  major  banks  in the
London interbank  market selected by the Calculation  Agent; and "LIBOR Business
Day"  means a day on which  commercial  banks are open for  business  (including
dealings in foreign exchange and foreign currency deposits) in London.