<PAGE>

Exhibit 4.1

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      AMONG

                          ASSURANCEAMERICA CORPORATION
                                  AS DEPOSITOR,

                            WILMINGTON TRUST COMPANY
                              AS PROPERTY TRUSTEE,

                            WILMINGTON TRUST COMPANY,
                            AS DELAWARE TRUSTEE, AND

                                 GUY W. MILLNER
                              LAWRENCE L. STUMBAUGH
                                       AND
                                  MARK H. HAIN
                                AS ADMINISTRATORS

                          DATED AS OF DECEMBER 22, 2005

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

                        ASSURANCEAMERICA CAPITAL TRUST I

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

<PAGE>

                        ASSURANCEAMERICA CAPITAL TRUST I

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

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

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

                                     - i -
<PAGE>

                                TABLE OF CONTENTS

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

ARTICLE II         CONTINUATION OF THE ISSUER TRUST.......................................................         13
    SECTION 2.1.   Name...................................................................................         13
    SECTION 2.2.   Office of the Delaware Trustee; Principal Place of Business............................         13
    SECTION 2.3.   Initial Contribution of Trust Property; Organizational Expenses........................         13
    SECTION 2.4.   Issuance of the Restricted Capital Securities..........................................         13
    SECTION 2.5.   Issuance of the Common Securities; Subscription and Purchase of Junior Subordinated
                    Debentures ............................................................................        14
    SECTION 2.6.   Authorization to Issue Additional Trust Securities; Authorization to Subscribe and
                    Purchase Additional Junior Subordinated Debentures.....................................        14
    SECTION 2.7.   Declaration of Trust...................................................................         14
    SECTION 2.8.   Authorization to Enter into Certain Transactions.......................................         15
    SECTION 2.9.   Assets of Trust........................................................................         18
    SECTION 2.10.  Title to Trust Property................................................................         18

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

ARTICLE IV         DISTRIBUTIONS; REDEMPTION..............................................................         18
    SECTION 4.1.   Distributions..........................................................................         18
    SECTION 4.2.   Redemption.............................................................................         20
    SECTION 4.3.   Subordination of Common Securities.....................................................         22
    SECTION 4.4.   Payment Procedures.....................................................................         23
    SECTION 4.5.   Tax Returns and Reports................................................................         23
    SECTION 4.6.   Payment of Taxes, Duties, Etc. of the Issuer Trust.....................................         23
    SECTION 4.7.   Payments under Indenture or Pursuant to Direct Actions.................................         23
    SECTION 4.8.   Liability of the Holder of Common Securities...........................................         24

ARTICLE V          TRUST SECURITIES CERTIFICATES..........................................................         24
    SECTION 5.1.   Initial Ownership......................................................................         24
    SECTION 5.2.   The Trust Securities Certificates......................................................         24
    SECTION 5.3.   Execution and Delivery of Trust Securities Certificates................................         25
    SECTION 5.4.   Global Capital Securities..............................................................         25
    SECTION 5.5.   Registration of Transfer and Exchange Generally; Certain Transfers and Exchanges;
                    Capital Securities Certificates; Securities Act Legends................................        26
    SECTION 5.6.   Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.....................         30
    SECTION 5.7.   Persons Deemed Holders.................................................................         30
    SECTION 5.8.   Access to List of Holders' Names and Addresses.........................................         30
    SECTION 5.9.   Maintenance of Office or Agency........................................................         30
    SECTION 5.10.  Appointment of Paying Agent............................................................         31
    SECTION 5.11.  Ownership of Common Securities by Depositor............................................         31
</TABLE>

                                     - ii -
<PAGE>

<TABLE>
<S>                                                                                                                <C>
    SECTION 5.12.  Notices to Clearing Agency.............................................................         32
    SECTION 5.13.  Rights of Holders......................................................................         32

ARTICLE VI         ACTS OF HOLDERS; MEETINGS; VOTING......................................................         34
    SECTION 6.1.   Limitations on Holders' Voting Rights..................................................         34
    SECTION 6.2.   Notice of Meetings.....................................................................         35
    SECTION 6.3.   Meetings of Holders....................................................................         35
    SECTION 6.4.   Voting Rights..........................................................................         36
    SECTION 6.5.   Proxies, etc...........................................................................         36
    SECTION 6.6.   Holder Action by Written Consent.......................................................         36
    SECTION 6.7.   Record Date for Voting and Other Purposes..............................................         37
    SECTION 6.8.   Acts of Holders........................................................................         37
    SECTION 6.9.   Inspection of Records..................................................................         38

ARTICLE VII        REPRESENTATIONS AND WARRANTIES.........................................................         38
    SECTION 7.1.   Representations and Warranties of the Property Trustee and the Delaware Trustee........         38
    SECTION 7.2.   Representations and Warranties of Depositor............................................         40

ARTICLE VIII       THE ISSUER TRUSTEES; THE ADMINISTRATORS................................................         40
    SECTION 8.1.   Certain Duties and Responsibilities....................................................         40
    SECTION 8.2.   Certain Notices........................................................................         42
    SECTION 8.3.   Certain Rights of Property Trustee.....................................................         43
    SECTION 8.4.   Not Responsible for Recitals or Issuance of Securities.................................         44
    SECTION 8.5.   May Hold Securities....................................................................         44
    SECTION 8.6.   Compensation; Indemnity; Fees..........................................................         45
    SECTION 8.7.   Corporate Property Trustee Required; Eligibility of Trustees and Administrators........         46
    SECTION 8.8.   Conflicting Interests..................................................................         46
    SECTION 8.9.   Co-Trustees and Separate Trustee.......................................................         46
    SECTION 8.10.  Resignation and Removal; Appointment of Successor......................................         48
    SECTION 8.11.  Acceptance of Appointment by Successor.................................................         49
    SECTION 8.12.  Merger, Conversion, Consolidation or Succession to Business............................         50
    SECTION 8.13.  Preferential Collection of Claims Against Depositor or Issuer Trust....................         50
    SECTION 8.14.  Trustee May File Proofs of Claim.......................................................         50
    SECTION 8.15.  Reports by Property Trustee............................................................         51
    SECTION 8.16.  Reports to the Property Trustee........................................................         51
    SECTION 8.17.  Evidence of Compliance with Conditions Precedent.......................................         52
    SECTION 8.18.  Number of Issuer Trustees..............................................................         52
    SECTION 8.19.  Delegation of Power....................................................................         52
    SECTION 8.20.  Appointment of Administrators..........................................................         52

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

                                    - iii -
<PAGE>

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

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

                                     - iv -
<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

      THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 22, 2005,
is by and among (i) AssuranceAmerica Corporation, a Nevada corporation
(including any successors or assigns, the "Depositor"), (ii) Wilmington Trust
Company, a Delaware banking corporation, as property trustee (in such capacity,
the "Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee or Delaware Trustee, the "Bank"), (iii) Wilmington
Trust Company, a Delaware banking corporation, as Delaware trustee (in such
capacity, the "Delaware Trustee") (the Property Trustee and the Delaware Trustee
are referred to collectively herein as the "Issuer Trustees"), (iv) the
Administrators, as hereinafter defined, and (v) the several Holders, as
hereinafter defined.

                                   WITNESSETH

      WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory
Trust Act by entering into a certain Trust Agreement, dated as of December 5,
2005 (the "Original Trust Agreement"), and by the execution and filing by the
Delaware Trustee with the Secretary of State of the State of Delaware of the
Certificate of Trust, filed on December 5, 2005 (the "Certificate of Trust"),
attached as Exhibit A; and

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

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

                                    ARTICLE I

                                 DEFINED TERMS

      SECTION 1.1. DEFINITIONS.

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

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

                                    - E-1 -
<PAGE>

      (2) All other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

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

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

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

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

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

      "Act" has the meaning specified in Section 6.8.

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

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

      "Administrators" means each Person appointed in accordance with Section
8.20 solely in such Person's capacity as Administrator of the Issuer Trust
continued hereunder and not in such Person's individual capacity, or any
successor Administrator appointed as herein provided; with the initial
Administrators being Guy W. Millner, Lawrence L. Stumbaugh and Mark H. Hain.

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

      "Applicable Procedures" mean, with respect to any transfer or transaction
involving a Global Capital Security or beneficial interest therein, the rules
and procedures of the Clearing

                                     - 2 -
<PAGE>

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

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

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

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

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

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

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

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

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

                                     - 3 -
<PAGE>

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

      "Capital Security" means a preferred undivided beneficial interest in the
assets of the Issuer Trust, having a Liquidation Amount of $1,000 or an integral
multiple in excess of such amount and having the rights provided therefor in
this Trust Agreement, including the right to receive Distributions and a
Liquidation Distribution as provided herein.

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

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

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

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

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

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

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

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

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

      "Common Security" means an undivided beneficial interest in the assets of
the Issuer Trust, having a Liquidation Amount of $1,000 and integral multiples
in excess thereof and

                                     - 4 -
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                     - 5 -
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                     - 6 -
<PAGE>


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

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

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

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

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

      "Issuer Trust" means AssuranceAmerica Capital Trust I, a Delaware
statutory trust created under the Delaware Statutory Trust Act.

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

      "Junior Subordinated Debentures" means the Depositor's Floating Rate
Junior Subordinated Deferrable Interest Debentures, due December 31, 2035,
issued pursuant to the Indenture.

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

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

                                     - 7 -
<PAGE>

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

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

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

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

      "Majority in Liquidation Amount of all Trust Securities" means, except as
provided by the Trust Indenture Act, Trust Securities representing more than 50%
of the aggregate Liquidation Amount of all then-outstanding Trust Securities.

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

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

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

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

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

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

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

                                     - 8 -
<PAGE>

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

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

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

      (3) Trust Securities that have been paid or for which other Trust
Securities have been executed and delivered in exchange therefor or in lieu
thereof pursuant to Sections 5.4, 5.5 and 5.6; provided, however, that in
determining whether the Holders of the requisite Liquidation Amount of the
Outstanding Capital Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Capital Securities owned by the
Depositor, any Issuer Trustee, any Administrator or any Affiliate of the
Depositor, shall be disregarded and deemed not to be Outstanding, except that
(a) in determining whether any Issuer Trustee or any Administrator shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Capital Securities that such Issuer Trustee or
such Administrator, as the case may be, knows to be so owned shall be so
disregarded and (b) the foregoing shall not apply at any time when all of the
Outstanding Capital Securities are owned by the Depositor, one or more of the
Issuer Trustees, one or more of the Administrators and/or any such Affiliate.
Capital Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Administrators the pledgee's right so to act with respect to such Capital
Securities and that the pledgee is not the Depositor or any Affiliate of the
Depositor.

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

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

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

      "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, company,
limited liability company,

                                     - 9 -
<PAGE>

trust, unincorporated organization or government or any agency or political
subdivision thereof, or any other entity of whatever nature.

      "Placement Agent" means Keefe, Bruyette & Woods, Inc.

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

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

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

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

      "Redemption Price" means a price equal to the Liquidation Amount, together
with accumulated Distributions to, but excluding, the Redemption Date.

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

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

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

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

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

                                     - 10 -
<PAGE>

      "Securities" has the meaning specified in the recitals to the Indenture.

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

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

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

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

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

      "Tax Event" means the receipt by the Issuer Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to,
or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official or
administrative pronouncement or action or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which pronouncement, action or decision is announced on or after the date of
issuance of the Capital Securities (including, without limitation, any of the
foregoing arising with respect to, or resulting from, any proceeding or other
action commencing on or before such date), there is more than an insubstantial
risk that (i) the Issuer Trust is, or will be within 90 days of the delivery of
such Opinion of Counsel, subject to United States federal income tax with
respect to income received or accrued on the Junior Subordinated Debentures,
(ii) interest payable by the Depositor on the Junior Subordinated Debentures is
not, or within 90 days of the delivery of such Opinion of Counsel will not be,
deductible by the Depositor, in whole or in part, for United States federal
income tax purposes, or (iii) the Issuer Trust is, or will be within 90 days of
the delivery of such Opinion of Counsel, subject to more than a de minimis
amount of other taxes, duties or other governmental charges.

      "3-Month LIBOR" means the London interbank offered rate for three-month,
U.S. dollar deposits determined by the Indenture Trustee, with respect to the
particular quarterly period, in the following order of priority:

            (i) the rate (expressed as a percentage per annum) for U.S. dollar
deposits of an amount equal or comparable to the aggregate liquidation amount of
the Securities having a three-month maturity that appears on Telerate Page 3750
as of 11:00 a.m. (London time) on the particular Determination Date. "Telerate
Page 3750" means the display designated as "Page 3750" on the Dow Jones Telerate
Service or such other page as may replace Page 3750 on that service or such
other service or services as may be nominated by the British Bankers'
Association as the information vendor for the purpose of displaying London
interbank offered rates for U.S. dollar deposits;

                                     - 11 -
<PAGE>

            (ii) if such rate cannot be identified on the related Determination
Date, the Indenture Trustee will request the principal London offices of four
leading banks in the London interbank market to provide such banks' offered
quotations (expressed as percentages per annum) to prime banks in the London
interbank market for U.S. dollar deposits of an amount equal or comparable to
the aggregate liquidation amount of the Securities having a three-month maturity
as of 11:00 a.m. (London time) on such Determination Date. If at least two
quotations are provided, 3-Month LIBOR will be the arithmetic mean of such
quotations;

            (iii) if fewer than two such quotations are provided as requested in
clause (ii) above, the Indenture Trustee will request four major New York City
banks to provide such banks' offered quotations (expressed as percentages per
annum) to leading European banks for loans in U.S. dollars of an amount equal or
comparable to the aggregate liquidation amount of the Securities as of 11:00
a.m. (London time) on such Determination Date. If at least two such quotations
are provided, 3-Month LIBOR will be the arithmetic mean of such quotations; and

            (iv) if fewer than two such quotations are provided as requested in
clause (iii) above, 3-Month LIBOR will be a 3-Month LIBOR determined with
respect to the quarterly period immediately preceding such current quarterly
period.

      If the rate for U.S. dollar deposits having a three-month maturity that
initially appears on Telerate Page 3750 or Reuters Page LIBO, as the case may
be, as of 11:00 a.m. (London time) on the related Determination Date is
superseded on the Telerate page 3750 or Reuters Page LIBO, as the case may be,
by a corrected rate by 12:00 noon (London time) on such Determination Date, then
the corrected rate as so substituted on the applicable page will be the
applicable 3-Month LIBOR for such Determination Date.

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

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

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

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

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

                                     - 12 -
<PAGE>

                                   ARTICLE II

                        CONTINUATION OF THE ISSUER TRUST

            SECTION 2.1. NAME.

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

            SECTION 2.2. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
BUSINESS.

            The address of the Delaware Trustee in the State of Delaware is
Wilmington Trust Company, 1100 North Market Street, Rodney Square North,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or
such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Holders and the Depositor. The principal
executive office of the Issuer Trust is in care of AssuranceAmerica Corporation,
5500 Interstate North Parkway, Suite 600, Atlanta, Georgia, 30328, Attention:
Mr. Lawrence L. Stumbaugh.

            SECTION 2.3. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES.

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

            SECTION 2.4. ISSUANCE OF THE RESTRICTED CAPITAL SECURITIES.

            The Depositor, the Issuer Trust, and the Placement Agent executed
and delivered the Placement Agreement pursuant to the Original Trust Agreement.
Contemporaneously with the execution and delivery of this Trust Agreement, an
Administrator, on behalf of the Issuer Trust, shall manually execute in
accordance with Section 5.3 and the Property Trustee shall authenticate in
accordance with Section 5.3 and deliver to the Clearing Agency or its custodian,
a Global Capital Securities Certificate, registered in the name of Cede & Co.,
in an aggregate amount of 5,000 Capital Securities having an aggregate
Liquidation Amount of $5,000,000.00, against receipt of the aggregate purchase
price of such Capital Securities of $5,000,000.00 by the Property Trustee.

                                     - 13 -
<PAGE>

            SECTION 2.5. ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND
PURCHASE OF JUNIOR SUBORDINATED DEBENTURES.

            Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrator, on behalf of the Issuer Trust, shall execute in
accordance with Section 5.3 and the Property Trustee shall authenticate and
shall deliver to the Depositor, Common Securities Certificates, registered in
the name of the Depositor, having an aggregate Liquidation Amount of $155,000
against receipt of the aggregate purchase price of such Common Securities of
$155,000 by the Property Trustee. Contemporaneously therewith, an Administrator,
on behalf of the Issuer Trust, shall subscribe for and purchase from the
Depositor the Junior Subordinated Debentures, registered in the name of the
Property Trustee for the Issuer Trust, and having an aggregate principal amount
equal to $5,155,000, and, in satisfaction of the purchase price for such Junior
Subordinated Debentures, the Property Trustee, on behalf of the Issuer Trust,
shall deliver to the Depositor the sum of $5,155,000 (being the sum of the
amounts delivered to the Property Trustee pursuant to (i) the second sentence of
Section 2.4, and (ii) the first sentence of this Section 2.5) and receive on
behalf of the Issuer Trust the Junior Subordinated Debentures.

            SECTION 2.6. AUTHORIZATION TO ISSUE ADDITIONAL TRUST SECURITIES;
AUTHORIZATION TO SUBSCRIBE AND PURCHASE ADDITIONAL JUNIOR SUBORDINATED
DEBENTURES.

            During the period ending 90 days following the date of the
Confidential Offering Memorandum, dated as of December 22, 2005, the
Administrators, acting unanimously on behalf of the Issuer Trust, with the prior
written consent of the Depositor, may cause the Issuer Trust to issue additional
Capital Securities and Common Securities on the same terms and in the manner and
relative proportions set forth in Sections 2.4 and 2.5; provided, however, that
any such additional issuance of Trust Securities shall occur contemporaneously
with the issuance by the Depositor of additional Junior Subordinated Debentures
on the same terms and in the manner set forth in Section 2.5, which shall be
subscribed for and purchased by an Administrator on behalf of the Issuer Trust,
having an aggregate Liquidation Amount equal to the aggregate Liquidation Amount
of the additional Trust Securities to be issued.

            SECTION 2.7. DECLARATION OF TRUST.

            The exclusive purposes and functions of the Issuer Trust are to (a)
issue and sell Trust Securities and use the proceeds from such sale to acquire
the Junior Subordinated Debentures, and (b) engage in only those other
activities necessary, convenient or incidental thereto. The Depositor hereby
appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the
rights, powers and duties to the extent set forth herein, and the Issuer
Trustees hereby accept such appointment. The Property Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set forth herein for the benefit of the Issuer Trust and the Holders. The
Depositor hereby appoints the Administrators, with such Administrators having
all rights, powers and duties set forth herein with respect to accomplishing the
purposes of the Issuer Trust, and the Administrators hereby accept such
appointment; provided, however, that it is the intent of the parties hereto that
such Administrators shall not be trustees or, to the fullest extent permitted by
law, fiduciaries with respect to the Issuer Trust and this Trust Agreement shall
be construed in a manner consistent with such intent. The Property

                                     - 14 -
<PAGE>

Trustee shall have the right and power (but shall not be obligated) to perform
those duties assigned to the Administrators. The Delaware Trustee, in such
capacity, shall not be entitled to exercise any powers, nor shall the Delaware
Trustee, in such capacity, have any of the duties and responsibilities, of the
Property Trustee or the Administrators set forth herein. The Delaware Trustee,
in such capacity, shall be one of the trustees of the Issuer Trust for the sole
and limited purpose of fulfilling the requirements of Section 3807 of the
Delaware Statutory Trust Act and for taking such actions as are required to be
taken by a Delaware trustee under the Delaware Statutory Trust Act.

            SECTION 2.8. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

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

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

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

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

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

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

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

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

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

                        (A) the establishment of the Payment Account;

                        (B) the receipt of the Junior Subordinated Debentures;

                                     - 15 -
<PAGE>

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

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

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

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

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

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

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

      provided, however, that nothing in this Section 2.8(a)(ii) shall require
      the Property Trustee to take any action that is not otherwise required in
      this Trust Agreement.

            (b) So long as this Trust Agreement remains in effect, the Issuer
Trust (or the Issuer Trustees or Administrators acting on behalf of the Issuer
Trust) shall not undertake any business, activity or transaction except as
expressly provided herein or contemplated hereby. In particular, neither the
Issuer Trustees nor the Administrators shall (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement, (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Holders, except as
expressly provided herein, (iii) take any action that would cause the Issuer
Trust to become taxable other than as a grantor trust for United States Federal
income tax purposes, (iv) incur any indebtedness for borrowed money or issue any
other debt, (v) take or consent to any action that would result in the placement
of a Lien on any of the Trust Property, except as expressly provided herein,
(vi) invest any proceeds received by the Issuer Trust from holding the Junior
Subordinated Debentures, but shall distribute all such

                                     - 16 -
<PAGE>

proceeds to Holders of Trust Securities pursuant to the terms of this Trust
Agreement and of the Trust Securities, (vii) acquire any assets other than the
Trust Property, (viii) possess any power or otherwise act in such a way as to
vary the Trust Property, (ix) possess any power or otherwise act in such a way
as to vary the terms of the Trust Securities in any way whatsoever (except to
the extent expressly authorized in this Trust Agreement or by the terms of the
Trust Securities) or (x) to issue any securities or other evidence of beneficial
ownership of, or beneficial interest in, the Issuer Trust other than the Trust
Securities. The Property Trustee shall defend all claims and demands of all
Persons at any time claiming any Lien on any of the Trust Property adverse to
the interest of the Issuer Trust or the Holders in their capacity as Holders.

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

                  (i) the preparation of offering documents in reliance on one
      or more exemptions from registration under the Securities Act with respect
      to the Capital Securities;

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

                  (iii) the negotiation of the terms of, and the execution and
      delivery of, the Placement Agreement and the Purchase Agreement; and

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

            (d) Notwithstanding anything herein to the contrary, the
Administrators and the Property Trustee are authorized and directed to conduct
the affairs of the Issuer Trust and to operate the Issuer Trust so that the
Issuer Trust will not be deemed to be an "investment company" required to be
registered under the Investment Company Act, and will not be taxable other than
as a grantor trust for United States Federal income tax purposes and so that the
Junior Subordinated Debentures will be treated as indebtedness of the Depositor
for United States Federal income tax purposes. In this connection, the Property
Trustee and the Holders of Common Securities are authorized to take any action,
not inconsistent with applicable law, the Certificate of Trust or this Trust
Agreement, that the Property Trustee and Holders of Common Securities determine
in their discretion to be necessary or desirable for such purposes, as long as

                                     - 17 -
<PAGE>

such action does not adversely affect in any material respect the interests of
the Holders of the Outstanding Capital Securities. In no event shall the
Administrators or the Issuer Trustees be liable to the Issuer Trust or the
Holders for any failure to comply with this Section that results from a change
in law or regulations or in the interpretation thereof.

            SECTION 2.9. ASSETS OF TRUST.

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

            SECTION 2.10. TITLE TO TRUST PROPERTY.

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

                                   ARTICLE III

                                 PAYMENT ACCOUNT

            SECTION 3.1. PAYMENT ACCOUNT.

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

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

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

            SECTION 4.1. DISTRIBUTIONS.

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

                                     - 18 -
<PAGE>

                  (i) Distributions on the Trust Securities shall be cumulative
      and will accumulate whether or not there are funds of the Issuer Trust
      available for the payment of Distributions. Distributions shall accumulate
      from the date of issue of the Trust Securities, and, except in the event
      (and to the extent) that the Depositor exercises its right to defer the
      payment of interest on the Junior Subordinated Debentures pursuant to the
      Indenture, shall be payable quarterly in arrears on March 31, June 30,
      September 30 and December 31 of each year, commencing on December 31,
      2005. If any date on which a Distribution is otherwise payable on the
      Trust Securities is not a Business Day, then the payment of such
      Distribution shall be made on the next succeeding day that is a Business
      Day (without any interest, additional Distributions or other payment in
      respect of any such delay), except that, if such Business Day is in the
      next succeeding calendar year, such payment shall be made on the
      immediately preceding Business Day, in each case with the same force and
      effect as if made on the date on which such payment was originally payable
      (each date on which distributions are payable in accordance with this
      Section 4.1(a), a "Distribution Date").

                  (ii) The Trust Securities shall be entitled to Distributions
      payable at a floating rate, reset quarterly on each Distribution Date for
      the next succeeding quarter, equal to 3-Month LIBOR rate of interest for
      the last London Banking Day (which is any day on which dealings in
      deposits in U.S. dollars are transacted in the London interbank market) of
      each of March, June, September and December, as applicable, plus 5.7500%
      on the liquidation amount of each Trust Security ("Floating Rate"). The
      amount of Distributions payable for any full quarterly period shall be
      computed on the basis of a 360-day year of twelve 30-day months. The
      amount of Distributions for any period less than a full quarter shall be
      computed on the basis of a 360-day year and the actual number of days
      elapsed during that period. The amount of Distributions payable for any
      period shall include any Additional Amounts in respect of such period.

                  (iii) So long as no Debenture Event of Default has occurred
      and is continuing, the Depositor has the right under the Indenture to
      defer the payment of interest on the Junior Subordinated Debentures at any
      time and from time to time for a period not exceeding 20 consecutive
      quarterly periods (an "Extension Period"), provided that no Extension
      Period may extend beyond December 31, 2035, or end on a date that is not a
      scheduled interest payment date. As a consequence of any such deferral,
      quarterly Distributions on the Trust Securities by the Issuer Trust will
      also be deferred and the amount of Distributions to which Holders of the
      Trust Securities are entitled will accumulate additional Distributions
      thereon at the Floating Rate, compounded quarterly, to the extent
      permitted by applicable law, from the relevant payment date for such
      Distributions, computed in the same manner as set forth for Distributions
      in subsection 4.1(a)(ii) immediately above. The term "Distributions" as
      used in Section 4.1 shall include any such additional Distributions
      provided pursuant to this Section 4.1(a)(iii).

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

                                     - 19 -
<PAGE>

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

            SECTION 4.2. REDEMPTION.

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

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

                  (i) the Redemption Date;

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

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

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

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

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

            The Issuer Trust in issuing the Trust Securities may use "CUSIP" or
"private placement" numbers (if then generally in use), and, if so, the Property
Trustee shall indicate the "CUSIP" or "private placement" numbers of the Trust
Securities in notices of redemption and

                                     - 20 -
<PAGE>

related materials as a convenience to Holders; provided, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Trust Securities or as contained in any notice of
redemption and related material.

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

            (d) If the Issuer Trust gives a notice of redemption in respect of
any Capital Securities, then, by 12:00 noon, Eastern Time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, with respect to
Global Securities, irrevocably deposit with the Clearing Agency for such Global
Capital Securities, to the extent available therefor, funds sufficient to pay
the applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the Holders of the
Global Capital Securities. With respect to Capital Securities that are not held
in global form, if any, the Property Trustee, subject to Section 4.2(c), will
irrevocably deposit with the Paying Agent, to the extent available therefor,
funds sufficient to pay the applicable Redemption Price and will give the Paying
Agent irrevocable instructions and authority to pay the Redemption Price to the
Holders of the Capital Securities upon surrender of their Capital Securities
Certificates or Restricted Securities Certificates, as applicable.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then, upon the date of such deposit, all rights of
Holders holding Trust Securities so called for redemption will cease, except the
right of such Holders to receive the Redemption Price, but without interest, and
such Trust Securities will cease to be Outstanding. In the event that any date
on which any applicable Redemption Price is payable is not a Business Day, then
payment of the applicable Redemption Price payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
falls in the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Issuer Trust or by the Depositor pursuant to the
Guarantee, Distributions on such Trust Securities will continue to accumulate,
as set forth in Section 4.1, from the Redemption Date originally established by
the Issuer Trust for such Trust Securities to the date such applicable
Redemption Price is actually paid, in which case the actual payment date will be
the date fixed for redemption for purposes of calculating the applicable
Redemption Price.

            (e) Subject to Section 4.3(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of such Trust Securities to be redeemed shall be allocated
pro rata to the Common Securities and the Capital

                                     - 21 -
<PAGE>

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

            SECTION 4.3. SUBORDINATION OF COMMON SECURITIES.

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

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

                                     - 22 -
<PAGE>

            SECTION 4.4. PAYMENT PROCEDURES.

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

            SECTION 4.5. TAX RETURNS AND REPORTS.

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

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

            SECTION 4.6. PAYMENT OF TAXES, DUTIES, ETC. OF THE ISSUER TRUST.

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

            SECTION 4.7. PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS.

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

                                     - 23 -
<PAGE>

            SECTION 4.8. PAYMENT OF COSTS AND EXPENSES BY THE HOLDER OF COMMON
SECURITIES.

            The Holder of Common Securities shall pay the reasonable costs and
expenses associated with the organization and operation of the Issuer Trust
(including, without limitation, the fees and expenses of the trustees) as set
forth in Section 6.7 of the Indenture regarding allocation of expenses.

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

            SECTION 5.1. INITIAL OWNERSHIP.

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

            SECTION 5.2. THE TRUST SECURITIES CERTIFICATES.

            (a) The Trust Securities Certificates shall be issued in fully
registered form. The Trust Securities Certificates shall be executed on behalf
of the Issuer Trust by manual or facsimile signature of at least one
Administrator. Trust Securities Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Issuer Trust, shall be validly
issued and entitled to the benefits of this Trust Agreement, notwithstanding
that such individuals or any of them shall have ceased to be so authorized prior
to the delivery of such Trust Securities Certificates or did not hold such
offices at the date of delivery of such Trust Securities Certificates. A
transferee of a Trust Securities Certificate shall become a Holder, and shall be
entitled to the rights and subject to the obligations of a Holder hereunder,
upon due registration of such Trust Securities Certificate in such transferee's
name pursuant to Section 5.5.

            (b) Upon their original issuance, Capital Securities Certificates
shall be issued in the form of one or more Global Capital Securities
Certificates which initially shall bear a Restricted Capital Securities Legend,
registered in the name of Cede as the Depositary's nominee and deposited with or
on behalf of Depositary for credit by Depositary to the respective accounts of
the Owners thereof (or such other accounts as they may direct). Except as set
forth herein, record ownership of the Global Capital Securities may be
transferred, in whole or in part, only to another nominee of Depositary or to a
successor of the Depository or its nominee.

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

                                     - 24 -

<PAGE>

            SECTION 5.3. EXECUTION AND DELIVERY OF TRUST SECURITIES
CERTIFICATES.

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

            SECTION 5.4. GLOBAL CAPITAL SECURITIES.

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

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

            (c) If the Global Capital Security is to be exchanged or canceled in
whole, it shall be surrendered by or on behalf of the Clearing Agency or its
nominee to the Securities Registrar for exchange or cancellation as provided in
this Article V. If the Global Capital Security is to be exchanged or canceled in
part, or if another Capital Security is to be exchanged in whole or in part for
a beneficial interest in the Global Capital Security, then either: (i) the
Global Capital Securities Certificate representing such Global Capital Security
shall be so surrendered for exchange or cancellation as provided in this Article
V, or (ii) the Liquidation Amount thereof shall be reduced or increased by an
amount equal to the portion thereof to be so exchanged or canceled or equal to
the Liquidation Amount of such other Capital Security to be so exchanged for a
beneficial interest therein, as the case may be, by means of an appropriate
adjustment made on the Securities Register, whereupon the Property Trustee, in
accordance with the Applicable Procedures, shall instruct the Clearing Agency or
its authorized representative to make a corresponding adjustment to its records.
Upon any such surrender or adjustment of the Global Capital Security by the
Clearing Agency, accompanied by registration instructions, the Property Trustee
shall, subject to Section 5.4(b) and as otherwise provided in this Article V,
authenticate and deliver any Capital Securities or Restricted Capital
Securities, as applicable and

                                     - 25 -

<PAGE>

as instructed by the Administrators, issuable in exchange for such Global
Capital Security (or any portion thereof) in accordance with the instructions of
the Clearing Agency. The Property Trustee shall not be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be fully
protected in relying on, such instructions.

            (d) Every Capital Security or Restricted Capital Security
authenticated and delivered upon registration of, transfer of, or in exchange
for or in lieu of, the Global Capital Security or any portion thereof, whether
pursuant to this Article V or Article IV or otherwise, shall be authenticated
and delivered in the form of, and shall be, a Global Capital Security, unless
such Global Capital Security is registered in the name of a Person other than
the Clearing Agency for such Global Capital Security or a nominee thereof.

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

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

            SECTION 5.5. REGISTRATION OF TRANSFER AND EXCHANGE GENERALLY;
CERTAIN TRANSFERS AND EXCHANGES; CAPITAL SECURITIES CERTIFICATES; SECURITIES ACT
LEGENDS.

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

                                     - 26 -

<PAGE>

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

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

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

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

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

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

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

                                     - 27 -

<PAGE>

                  (i) Non-Global Restricted Capital Security to Global Capital
            Security. If the Holder of a Restricted Capital Security (other than
            the Global Capital Security) wishes at any time to transfer all or
            any portion of such Restricted Capital Security to a Person who
            wishes to take delivery thereof in the form of a beneficial interest
            in the Global Capital Security, such transfer may be effected only
            in accordance with the provisions of this clause (b)(i) and subject
            to the Applicable Procedures. Upon receipt by the Securities
            Registrar of (A) such Restricted Capital Security as provided in
            Section 5.5(a) and instructions satisfactory to the Securities
            Registrar directing that a beneficial interest in the Global Capital
            Security in a specified Liquidation Amount not greater than the
            Liquidation Amount of such Restricted Capital Security to be
            credited to a specified Clearing Agency Participant's account, and
            (B) a Restricted Securities Certificate duly executed for transfer
            by such Holder or such Holder's attorney duly authorized in writing,
            then the Securities Registrar shall cancel such Restricted Capital
            Security (and issue a new Restricted Capital Security in respect of
            any untransferred portion thereof) as provided in Section 5.5(a) and
            increase the aggregate Liquidation Amount of the Global Capital
            Security by the specified Liquidation Amount as provided in Section
            5.4(c).

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

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

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

                  (v) Limitations Relating to Principal Amount. Notwithstanding
            any other provision of this Trust Agreement and unless otherwise
            specified as

                                     - 28 -

<PAGE>

            permitted by this Trust Agreement, Capital Securities or portions
            thereof may be transferred or exchanged only in principal amounts of
            not less than $1,000.00. Any transfer, exchange or other disposition
            of Capital Securities in contravention of this Section 5.5(b)(v)
            shall be deemed to be void and of no legal effect whatsoever, any
            such transferee shall be deemed not to be the Holder or Owner of any
            beneficial interest in such Capital Securities for any purpose,
            including but not limited to the receipt of Distributions payable on
            such Capital Securities, such transferee shall be deemed to have no
            interest whatsoever in such Capital Securities, and the Securities
            Registrar shall not record any such transfer in the Securities
            Register.

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

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

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

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

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

                                     - 29 -

<PAGE>

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

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

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

            SECTION 5.7. PERSONS DEEMED HOLDERS.

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

            SECTION 5.8. ACCESS TO LIST OF HOLDERS' NAMES AND ADDRESSES.

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

            SECTION 5.9. MAINTENANCE OF OFFICE OR AGENCY.

            The Property Trustee shall designate, with the consent of the
Administrators, which consent shall not be unreasonably withheld, an office or
offices or agency or agencies where Capital Securities Certificates may be
surrendered for registration of transfer or exchange and

                                     - 30 -

<PAGE>

where notices and demands to or upon the Issuer Trustees in respect of the Trust
Securities Certificates may be served. The Property Trustee initially designates
its Corporate Trust Office as its corporate trust office for such purposes. The
Property Trustee shall give prompt written notice to the Depositor, the
Administrators and to the Holders of any change in the location of the
Securities Register or any such office or agency.

            SECTION 5.10. APPOINTMENT OF PAYING AGENT.

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

            SECTION 5.11. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

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

                                     - 31 -

<PAGE>

as issuing a class of interests in the Issuer Trust differing from the class of
interests represented by the Common Securities originally issued to the
Depositor, (2) result in the Issuer Trust acquiring or disposing of, or being
deemed to have acquired or disposed of, an asset, or (3) result in or cause the
Issuer Trust to be treated as anything other than a grantor trust for United
States Federal income tax purposes and (B) an unqualified written Opinion of
Counsel by a firm experienced in such matters addressed to the Issuer Trust and
delivered to the Issuer Trustees to the effect that such transfer will not cause
the Issuer Trust to be an "investment company" or controlled by an "investment
company" that is required to be registered under the Investment Company Act. To
the fullest extent permitted by law, any attempted transfer of the Common
Securities, other than as set forth in the immediately preceding sentence, shall
be void. The Administrators shall cause each Common Securities Certificate
issued to the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE
TRUST AGREEMENT."

            SECTION 5.12. NOTICES TO CLEARING AGENCY.

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

            SECTION 5.13. RIGHTS OF HOLDERS.

            (a) The legal title to the Trust Property is vested exclusively in
the Property Trustee (in its capacity as such) in accordance with Section 2.10,
and the Holders shall not have any right or title therein other than the
undivided beneficial ownership interest in the assets of the Issuer Trust
conferred by their Trust Securities and they shall have no right to call for any
partition or division of property, profits or rights of the Issuer Trust, except
as described below. The Trust Securities shall be personal property giving only
the rights specifically set forth therein and in this Trust Agreement. The Trust
Securities shall have no preemptive or similar rights, and when issued and
delivered to Holders against payment of the purchase price therefor, as provided
herein, will be fully paid and nonassessable by the Issuer Trust. 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.

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

                                     - 32 -

<PAGE>

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

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

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

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

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

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

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

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

            The Holders of at least a Majority in Liquidation Amount of the
Capital Securities may, on behalf of the Holders of all the Capital Securities,
waive any past default under the Indenture, except a default in the payment of
principal or interest (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Indenture Trustee) or a default in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Junior
Subordinated Debenture. No such rescission shall affect any subsequent default
or impair any right consequent thereon.

                                     - 33 -

<PAGE>

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

            (c) For so long as any Capital Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 5.1(1)
or 5.1(2) of the Indenture, any Holder of Capital Securities shall have the
right to institute a proceeding directly against the Depositor, pursuant to
Section 5.8 of the Indenture, for enforcement of payment to such Holder of the
principal amount of or interest on Junior Subordinated Debentures having an
aggregate principal amount equal to the aggregate Liquidation Amount of the
Capital Securities of such Holder (a "Direct Action"). Except as set forth in
Sections 5.13(b) and 5.13(c), the Holders of Capital Securities shall have no
right to exercise directly any right or remedy available to the holders of, or
in respect of, the Junior Subordinated Debentures.

                                   ARTICLE VI

                        ACTS OF HOLDERS; MEETINGS; VOTING

            SECTION 6.1. LIMITATIONS ON HOLDERS' VOTING RIGHTS.

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

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

                                     - 34 -

<PAGE>

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

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

            SECTION 6.2. NOTICE OF MEETINGS.

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

            SECTION 6.3. MEETINGS OF HOLDERS.

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

                                     - 35 -

<PAGE>

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

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

            SECTION 6.4. VOTING RIGHTS.

            Holders shall be entitled to one vote for each $1,000.00 of
Liquidation Amount represented by their Outstanding Trust Securities in respect
of any matter as to which such Holders are entitled to vote.

            SECTION 6.5. PROXIES, ETC.

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

            SECTION 6.6. HOLDER ACTION BY WRITTEN CONSENT.

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

                                     - 36 -
<PAGE>

      SECTION 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES.

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

      SECTION 6.8. ACTS OF HOLDERS.

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

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

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

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

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

                                     - 37 -
<PAGE>

which may do so pursuant to such appointment with regard to all or any part of
such Liquidation Amount.

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

      SECTION 6.9. INSPECTION OF RECORDS.

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

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

      SECTION 7.1. REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND
THE DELAWARE TRUSTEE.

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

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

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

      (c) The execution, delivery and performance of this Trust Agreement by the
Property Trustee: (i) do not conflict with or constitute a breach of the
certificate of incorporation or by-laws of the Property Trustee; (ii) will not
violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of, any Lien on
any of the Trust Property pursuant to the provisions of, any indenture,
mortgage, credit agreement, license or other agreement or instrument to which
the Property Trustee is a party or

                                     - 38 -
<PAGE>

by which it is bound, or (iii) violate any law, governmental rule or regulation
of the United States or the State of Delaware, as the case may be, governing the
banking and trust powers of the Property Trustee or any order, judgment or
decree applicable to the Property Trustee.

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

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

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

      (g) The execution, delivery and performance of this Trust Agreement by the
Delaware Trustee: (i) do not conflict with or constitute a breach of the
certificate of incorporation or by-laws of the Delaware Trustee; (ii) will not
violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of, any Lien on
any of the Trust Property pursuant to the provisions of, any indenture,
mortgage, credit agreement, license or other agreement or instrument to which
the Delaware Trustee is a party or by which it is bound, or (iii) violate any
law, governmental rule or regulation of the United States or the State of
Delaware, as the case may be, governing the banking and trust powers of the
Delaware Trustee or any order, judgment or decree applicable tot eh Delaware
Trustee.

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

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

                                     - 39 -
<PAGE>

      SECTION 7.2. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

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

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

                                  ARTICLE VIII

                     THE ISSUER TRUSTEES; THE ADMINISTRATORS

      SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES.

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

      (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property

                                     - 40 -
<PAGE>

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

      (c) The Property Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Trust Agreement (including pursuant to Section 10.10), and no implied covenants
shall be read into this Trust Agreement against the Property Trustee. If an
Event of Default has occurred (that has not been cured or waived pursuant to
Section 5.13 of the Indenture), the Property Trustee shall enforce this Trust
Agreement for the benefit of the Holders and shall exercise such of the rights
and powers vested in it by this Trust Agreement, and use the same degree of care
and skill in its exercise thereof, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

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

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

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

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

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

                                     - 41 -
<PAGE>

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

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

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

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

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

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

      SECTION 8.2. CERTAIN NOTICES.

      (a) Within 15 Business Days after the occurrence of any Event of Default
actually known to the Property Trustee or a Responsible Officer of the Property
Trustee, the Property Trustee shall transmit, in the manner and to the extent
provided in Section 10.8, notice of such Event of Default to the Holders and the
Administrators, unless such Event of Default shall have been cured or waived.

                                     - 42 -
<PAGE>

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

      SECTION 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

      Subject to the provisions of Section 8.1:

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

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

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

      (d) the Property Trustee may consult with counsel of its own choosing
(which counsel may be counsel to the Depositor or any of its Affiliates, and may
include any of its employees) and the written advice of such counsel shall be
protection and the Property Trustee shall incur no personal liability in respect
of any action taken suffered or omitted by it hereunder in good faith and in
reliance thereon and in accordance with such advice; the Property Trustee shall
have the right at any time to seek instructions concerning the administration of
this Trust Agreement from any court of competent jurisdiction;

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

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

                                     - 43 -
<PAGE>

Property Trustee may make such further inquiry or investigation into such facts
or matters as it may see fit;

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

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

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

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

      SECTION 8.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

      The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Issuer Trust, and neither the Issuer
Trustees nor the Administrators assume any responsibility for their correctness.
The Issuer Trustees and the Administrators shall not be accountable for the use
or application by the Depositor of the proceeds of the Junior Subordinated
Debentures.

      SECTION 8.5. MAY HOLD SECURITIES.

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

                                     - 44 -
<PAGE>

      SECTION 8.6. COMPENSATION; INDEMNITY; FEES.

      The Depositor agrees:

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

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

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

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

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

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

                                     - 45 -
<PAGE>

investment or other opportunity. Any Issuer Trustee may engage or be interested
in any financial or other transaction with the Depositor or any Affiliate of the
Depositor, or may act as depository for, trustee or agent for, or act on any
committee or body of holders of, securities or other obligations of the
Depositor or its Affiliates.

      SECTION 8.7. CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES
AND ADMINISTRATORS.

      (a) There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is a
national or state chartered bank and eligible pursuant to the Trust Indenture
Act to act as such and has a combined capital and surplus of at least
$100,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Property Trustee with respect to the Trust Securities shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VIII. At the time of appointment, the Property Trustee must have
securities rated in one of the three highest rating categories by a nationally
recognized statistical rating organization.

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

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

      SECTION 8.8. CONFLICTING INTERESTS.

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

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

      SECTION 8.9. CO-TRUSTEES AND SEPARATE TRUSTEE.

                                     - 46 -
<PAGE>

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

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

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

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

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

      (c) The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, in case a Debenture Event of

                                     - 47 -

<PAGE>

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

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

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

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

      SECTION 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

      (b) Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Holders and the
Depositors. The Holder of the Common Securities shall appoint a successor by
requesting from at least three Persons meeting the eligibility requirements of
Section 8.7 such Persons' expenses and charges to serve as the successor trustee
on a form provided by the Administrators, and selecting the Person who agrees to
the lowest expenses and charges. If the instrument of acceptance by the
successor trustee required by Section 8.11 shall not have been delivered to the
Relevant Trustee within 60 days after the giving of such notice of resignation,
the Relevant Trustee may petition, at the expense of the Issuer Trust, any court
of the State of Delaware for the appointment of a successor Relevant Trustee.

      (c) Subject to Section 8.10(a), the Property Trustee or the Delaware
Trustee may be removed at any time (i) for cause (including upon the occurrence
of an Event of Default described in subparagraph (5) of the definition thereof
with respect to the Relevant Trustee) by the Holder of the Common Securities, or
(ii) if a Debenture Event of Default shall have occurred and be continuing at
any time, by Act of the Holders of at least a Majority in Liquidation Amount of
the Capital Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Issuer Trust).

      (d) If a Relevant Trustee shall be removed or become incapable of acting
as Issuer Trustee, or if any vacancy shall occur in the office of any Issuer
Trustee for any cause, the Holder of the Common Securities shall promptly
appoint a successor Relevant Trustee or

                                     - 48 -

<PAGE>

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

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

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

      SECTION 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

                                     - 49 -

<PAGE>

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

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

      SECTION 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

      SECTION 8.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR
ISSUER TRUST.

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

      SECTION 8.14. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

      (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby

                                     - 50 -

<PAGE>

authorized by each Holder to make such payments to the Property Trustee and, in
the event the Property Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Property Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Property Trustee, its agents and counsel, and any other amounts due the Property
Trustee.

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

      SECTION 8.15. REPORTS BY PROPERTY TRUSTEE.

      (a) Not later than January 31 of each year commencing with January 31,
2006, the Property Trustee shall transmit to all Holders in accordance with
Section 10.8, and to the Depositor, a brief report dated as of the immediately
preceding December 31 with respect to:

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

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

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

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

      SECTION 8.16. REPORTS TO THE PROPERTY TRUSTEE.

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

                                     - 51 -

<PAGE>

      SECTION 8.17. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

      SECTION 8.18. NUMBER OF ISSUER TRUSTEES.

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

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

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

      SECTION 8.19. DELEGATION OF POWER.

      (a) Any Administrator may, by power of attorney consistent with applicable
law, delegate to any other natural person over the age of 21 his or her power
for the purpose of executing any documents contemplated in Section 2.8(a) or
making any governmental filing; and

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

      SECTION 8.20. APPOINTMENT OF ADMINISTRATORS.

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

                                     - 52 -

<PAGE>

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

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

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

                                   ARTICLE IX

                       DISSOLUTION, LIQUIDATION AND MERGER

      SECTION 9.1. DISSOLUTION UPON EXPIRATION DATE.

      Unless earlier dissolved, the Issuer Trust shall automatically dissolve on
December 31, 2036 (the "Expiration Date"), and thereafter the Trust Property
shall be distributed in accordance with Section 9.4.

      SECTION 9.2. EARLY DISSOLUTION.

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

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

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

                                     - 53 -

<PAGE>

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

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

      SECTION 9.3. TERMINATION.

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

      SECTION 9.4. LIQUIDATION.

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

            (i) state the Liquidation Date;

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

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

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

                                     - 54 -

<PAGE>

appropriate to effect the distribution of Junior Subordinated Debentures in
exchange for the Outstanding Trust Securities Certificates.

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

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

      SECTION 9.5. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE
ISSUER TRUST.

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

                                     - 55 -

<PAGE>

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

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      SECTION 10.1. LIMITATION OF RIGHTS OF HOLDERS.

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

                                     - 56 -

<PAGE>

contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them. Any merger or similar
agreement shall be executed by the Administrators on behalf of the Issuer Trust.

      SECTION 10.2. AMENDMENT.

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

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

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

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

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

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

                                     - 57 -

<PAGE>

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

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

      SECTION 10.3. SEPARABILITY.

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

      SECTION 10.4. GOVERNING LAW.

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

                                     - 58 -

<PAGE>

ARE INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS
OF THE ISSUER TRUSTEES OR THE ADMINISTRATOR AS SET FORTH OR REFERENCED IN THIS
TRUST AGREEMENT. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY
TO THE ISSUER TRUST.

      SECTION 10.5. PAYMENTS DUE ON NON-BUSINESS DAY.

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

      SECTION 10.6. SUCCESSORS.

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

      SECTION 10.7. HEADINGS.

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

      SECTION 10.8. REPORTS, NOTICES AND DEMANDS.

      Any report, notice, demand or other communication that by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Holder or the Depositor may be given or served in writing by deposit
thereof, first class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of Capital Securities, to such Holder as such Holder's name and address may
appear on the Securities Register; and (b) in the case of the Holder of Common
Securities or the Depositor, to AssuranceAmerica Corporation, 5500 Interstate
North Parkway, Suite 600, Atlanta, Georgia, 30328, Attention: Mr. Lawrence L.
Stumbaugh, facsimile no.: (770) 984-1073 or to such other address as may be
specified in a written notice by the Depositor to the Property Trustee. Such
notice, demand or other communication to or upon a Holder shall be deemed to
have been sufficiently given or made, for all purposes, upon hand delivery,
mailing or transmission. Such notice, demand or other communication to or upon
the Depositor shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Depositor.

                                     - 59 -

<PAGE>

      Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Issuer Trust, the Property Trustee, the Delaware Trustee, the Administrators, or
the Issuer Trust shall be given in writing addressed (until another address is
published by the Issuer Trust) as follows: (a) with respect to the Property
Trustee to Wilmington Trust Company, 1100 North Market Street, Rodney Square
North, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration; (b) with respect to the Delaware Trustee to 1100 North Market
Street, Rodney Square North, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration; and (c) with respect to the Administrators, to
them at the address above for notices to the Depositor, marked "Attention:
AssuranceAmerica Capital Trust I Administrators." Such notice, demand or other
communication to or upon the Issuer Trust or the Property Trustee shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Issuer Trust, the Property Trustee, or such Administrator.

      SECTION 10.9. AGREEMENT NOT TO PETITION.

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

      SECTION 10.10. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

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

                                     - 60 -

<PAGE>

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

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

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

      SECTION 10.11. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND
INDENTURE.

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

                                     * * * *

      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. The exchange of
copies of this Trust Agreement and of signature pages by facsimile or electronic
transmission shall constitute effective execution and delivery of this Trust
Agreement as to the parties hereto, and may be used in lieu of the original
signature pages to this Trust Agreement for all purposes.

                            [SIGNATURES ON NEXT PAGE]

                                     - 61 -

<PAGE>

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

                                   ASSURANCEAMERICA CORPORATION,
                                   as Depositor

                                   By:  /s/ Lawrence L. Stumbaugh
                                        -------------------------------
                                   Name: Lawrence L. Stumbaugh
                                   Title: President and Chief Executive Officer

                                   WILMINGTON TRUST COMPANY,
                                   as Property Trustee

                                   By:  /s/ Michele C. Harra
                                        -------------------------------
                                   Name: Michele C. Harra
                                   Title: Financial Services Officer

                                   WILMINGTON TRUST COMPANY,
                                   individually and as Delaware Trustee

                                   By:  /s/ Michele C. Harra
                                        -------------------------------
                                   Name: Michele C. Harra
                                   Title: Financial Services Officer

                                   /s/ Guy M. Millner
                                   ------------------------------------
                                   Name: Guy M. Millner
                                   Title: Administrator

                                   /s/ Lawrence L. Stumbaugh
                                   ------------------------------------
                                   Name: Lawrence L. Stumbaugh
                                   Title: Administrator

                                   /s/ Mark H. Hain
                                   ------------------------------------
                                   Name: Mark H. Hain
                                   Title: Administrator

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