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


                              BVBC CAPITAL TRUST I


                      AMENDED AND RESTATED TRUST AGREEMENT


                                      AMONG


                       BLUE VALLEY BAN CORP., AS DEPOSITOR


                  WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE


                  WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE


                                       AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                        DATED AS OF _______________, 2000


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




<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I....................................................................1

   1.01 DEFINITIONS..........................................................1


ARTICLE II...................................................................9

   2.01 NAME.................................................................9

   2.02 OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS..........9

   2.03 INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES......9

   2.04 ISSUANCE OF THE PREFERRED SECURITIES................................10

   2.05 ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF JUNIOR
        SUBORDINATED DEBENTURES.............................................10

   2.06 DECLARATION OF TRUST................................................11

   2.07 AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS....................11

   2.08 ASSETS OF TRUST.....................................................15

   2.09 TITLE TO TRUST PROPERTY.............................................15


ARTICLE III.................................................................15

   3.01 PAYMENT ACCOUNT.....................................................15


ARTICLE IV..................................................................15

   4.01 DISTRIBUTIONS.......................................................15

   4.02 REDEMPTION..........................................................16

   4.03 SUBORDINATION OF COMMON SECURITIES..................................18

   4.04 PAYMENT PROCEDURES..................................................19

   4.05 TAX RETURNS AND REPORTS.............................................19

   4.06 PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.........................20

   4.07 PAYMENTS UNDER INDENTURE............................................20


ARTICLE V...................................................................20

   5.01 INITIAL OWNERSHIP...................................................20

   5.02 THE TRUST SECURITIES CERTIFICATES...................................20

   5.03 EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.............20

                                       i
<PAGE>



   5.04 REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES
        CERTIFICATES......................................................  20

   5.05 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES..21

   5.06 PERSONS DEEMED SECURITYHOLDERS......................................22

   5.07 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES..............22

   5.08 MAINTENANCE OF OFFICE OR AGENCY.....................................22

   5.09 APPOINTMENT OF PAYING AGENT.........................................22

   5.10 OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.........................23

   5.11 BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; COMMON SECURITIES
        CERTIFICATE.........................................................23

   5.12 NOTICES TO CLEARING AGENCY..........................................24

   5.13 DEFINITIVE PREFERRED SECURITIES CERTIFICATES........................24

   5.14 RIGHTS OF SECURITYHOLDERS...........................................25


ARTICLE VI..................................................................26

   6.01 LIMITATIONS ON VOTING RIGHTS........................................26

   6.02 NOTICE OF MEETINGS..................................................27

   6.03 MEETINGS OF HOLDERS OF PREFERRED SECURITIES.........................27

   6.04 VOTING RIGHTS.......................................................27

   6.05 PROXIES, ETC........................................................27

   6.06 SECURITYHOLDER ACTION BY WRITTEN CONSENT............................28

   6.07 RECORD DATE FOR VOTING AND OTHER PURPOSES...........................28

   6.08 ACTS OF SECURITYHOLDERS.............................................28

   6.09 INSPECTION OF RECORDS...............................................29


ARTICLE VII.................................................................29

   7.01 REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY
        AND THE PROPERTY TRUSTEE............................................29

   7.02 REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY AND THE DELAWARE
        TRUSTEE.............................................................30

   7.03 REPRESENTATION AND WARRANTIES OF DEPOSITOR..........................31


ARTICLE VIII................................................................31

   8.01 CERTAIN DUTIES AND RESPONSIBILITIES.................................31

   8.02 CERTAIN NOTICES.....................................................33

                                       ii
<PAGE>


   8.03 CERTAIN RIGHTS OF PROPERTY TRUSTEE..................................33

   8.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES..............35

   8.05 MAY HOLD SECURITIES.................................................35

   8.06 COMPENSATION; INDEMNITY; FEES.......................................35

   8.07 CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES........36

   8.08 CONFLICTING INTERESTS...............................................37

   8.09 CO-TRUSTEES AND SEPARATE TRUSTEE....................................37

   8.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...................38

   8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..............................40

   8.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.........40

   8.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST........40

   8.14 REPORTS BY PROPERTY TRUSTEE.........................................40

   8.15 REPORTS TO THE PROPERTY TRUSTEE.....................................41

   8.16 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT....................41

   8.17 NUMBER OF TRUSTEES..................................................41

   8.18 DELEGATION OF POWER.................................................42

   8.19 VOTING..............................................................42

   8.20 MAINTENANCE OF LISTING..............................................42


ARTICLE IX..................................................................42

   9.01 DISSOLUTION UPON EXPIRATION DATE....................................42

   9.02 EARLY DISSOLUTION...................................................42

   9.03 TERMINATION.........................................................43

   9.04 LIQUIDATION.........................................................43

   9.05 MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST.45


ARTICLE X...................................................................46

   10.01 LIMITATION OF RIGHTS OF SECURITYHOLDERS............................46

   10.02 AMENDMENT..........................................................46

   10.03 SEPARABILITY.......................................................47

   10.04 GOVERNING LAW......................................................47

                                      iii
<PAGE>


   10.05 PAYMENTS DUE ON NON-BUSINESS DAY...................................47

   10.06 SUCCESSORS.........................................................47

   10.07 HEADINGS...........................................................47

   10.08 REPORTS, NOTICES AND DEMANDS.......................................48

   10.09 AGREEMENT NOT TO PETITION..........................................48

   10.10 TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.............49

   10.11 ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE....49

   10.12 COUNTERPARTS.......................................................49

   10.13 EXCHANGE ACT OBLIGATIONS...........................................49


Exhibits

Exhibit A - Certificate of Trust
Exhibit B - Form of Certificate Depository Agreement
Exhibit C - Form of Common Securities Certificate
Exhibit D - Form of Expense Agreement
Exhibit E - Form of Preferred Securities Certificate

                                       iv
<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of ___________,  2000, among
(i) BLUE VALLEY BAN CORP.,  a Kansas  corporation  (including  any successors or
assigns,  the  "Depositor"),  (ii) WILMINGTON TRUST COMPANY,  a Delaware banking
corporation duly organized and existing under the laws of Delaware,  as property
trustee (the "Property Trustee"),  (iii) WILMINGTON TRUST COMPANY, with its home
office  located in the State of Delaware,  as Delaware  trustee  (the  "Delaware
Trustee,"  and,  to the  extent  expressly  provided  herein,  in  its  separate
corporate  capacity  and not in its  capacity  as  Property  Trustee or Delaware
Trustee, the "Trust Company"),  (iv) Robert D. Regnier, an individual,  and Mark
A. Fortino,  an individual,  each of whose address is c/o BLUE VALLEY BAN CORP.,
11935 Riley, Overland Park, Kansas 66225-6128 (each an "Administrative  Trustee"
and  collectively  the  "Administrative  Trustees") (the Property  Trustee,  the
Delaware Trustee and the Administrative Trustees referred to collectively as the
"Trustees") and (v) the several Holders, as hereinafter defined.

                                   WITNESSETH:

      WHEREAS,  the  Depositor,  the Delaware  Trustee,  and the  Administrative
Trustees have heretofore duly formed BVBC Capital Trust I, a business trust (the
"Trust"),  pursuant to the Delaware  Business  Trust Act by the entering into of
that certain Trust  Agreement,  dated as of March 30, 2000 (the "Original  Trust
Agreement"),  and by the  execution  and filing by the Delaware  Trustee and the
Administrative  Trustees with the Secretary of State of the State of Delaware of
the Certificate of Trust, filed on March 30, 2000, the form of which is attached
as EXHIBIT A; and

      WHEREAS,  the  Depositor,  the  Delaware  Trustee  and the  Administrative
Trustees  desire  to amend and  restate  the  Original  Trust  Agreement  in its
entirety  as set forth  herein to  provide  for,  among  other  things,  (i) the
issuance  of the  Common  Securities  (as  defined  below)  by the  Trust to the
Depositor,  (ii) the issuance and sale of the Preferred  Securities  (as defined
below)  by  the  Trust  pursuant  to  the  Underwriting  Agreement,   (iii)  the
acquisition  by the Trust  from the  Depositor  of all of the  right,  title and
interest in the Junior Subordinated  Debentures (as defined below), and (iv) the
appointment of the Property Trustee;

      NOW THEREFORE,  in  consideration  of the agreements and  obligations  set
forth herein and for other good and valuable  consideration,  the sufficiency of
which is hereby  acknowledged,  each party, for the benefit of the other parties
and for the  benefit of the  Securityholders,  hereby  amends and  restates  the
Original Trust Agreement in its entirety and agrees as follows:

                                    ARTICLE I
                                  DEFINED TERMS

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

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



                                       1
<PAGE>

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

            (c) 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; and

            (d) 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.

      "Accelerated  Maturity  Date" has the meaning set forth in Section 1.01 of
the Indenture.

      "Act" has the meaning specified in Section 6.08.

      "Additional  Amount"  means,  with respect to Trust  Securities of a given
Liquidation Amount and a given period, the amount of additional interest accrued
on  interest  in arrears  and paid by the  Depositor  on a Like Amount of Junior
Subordinated Debentures for such period.

      "Additional  Sums"  has  the  meaning  specified  in  Section  2.05 of the
Indenture.

      "Administrative  Trustee"  means  each of  Robert D.  Regnier  and Mark A.
Fortino,  solely in each such person's capacity as Administrative Trustee of the
Trust continued hereunder and not in such person's individual capacity,  or such
Administrative  Trustee's  successor  in  interest  in  such  capacity,  or  any
successor Administrative Trustee appointed as herein provided.

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

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

            (a) the entry of a decree or order by a court having jurisdiction in
      the premises  adjudging such Person a bankrupt or insolvent,  or approving
      as properly filed a petition seeking  liquidation or  reorganization of or
      in respect of such Person under the United States  Bankruptcy  Code or any
      other similar  applicable federal or state law, and the continuance of any
      such decree or order  unvacated  and unstayed for a period of 90 days;  or
      the commencement of an involuntary case under the United States Bankruptcy
      Code in respect of such Person,  which shall  continue  undismissed  for a
      period of 90 days or entry of an order for  relief  in such  case;  or the
      entry of a decree or order of a court having  jurisdiction in the premises
      for the  appointment  on the  ground  of  insolvency  or  bankruptcy  of a
      receiver,  custodian,  liquidator,  trustee or assignee in  bankruptcy  or
      insolvency  of such  Person or of its  property,  or for the winding up or
      liquidation  of its affairs,  and such decree or order shall have remained
      in force unvacated and unstayed for a period of 90 days; or

                                       2
<PAGE>
         (b) the  institution by such Person of proceedings to be adjudicated
      a  voluntary  bankrupt,  or the  consent by such Person to the filing of a
      bankruptcy  proceeding  against  it,  or the  filing  by such  Person of a
      petition or answer or consent seeking liquidation or reorganization  under
      the United States Bankruptcy Code or other similar  applicable  federal or
      state  law,  or the  consent  by such  Person  to the  filing  of any such
      petition or to the  appointment  on the ground of insolvency or bankruptcy
      of a receiver  or  custodian  or  liquidator  or trustee  or  assignee  in
      bankruptcy or insolvency of such Person or of its property, or such Person
      shall make a general assignment for the benefit of creditors.

      "Bankruptcy Laws" has the meaning specified in Section 10.09.

      "Book-Entry   Preferred   Securities   Certificates"   means  certificates
representing Preferred Securities issued in global, fully registered form to the
Clearing Agency as described in Section 5.11.

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

      "Certificate  Depository  Agreement"  means the agreement among the Trust,
the Depositor and The Depository Trust Company,  as the initial Clearing Agency,
dated as of the Closing  Date,  relating to the Trust  Securities  Certificates,
substantially  in the form attached as EXHIBIT B, as the same may be amended and
supplemented from time to time.

      "Certificate  of Trust"  means,  as stated in the  recitals  to this Trust
Agreement,  the  certificate  of trust filed with the  Secretary of State of the
State of Delaware with respect to the Trust,  in the form attached as EXHIBIT A,
as the same may be amended or restated from time to time.

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

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

      "Closing Date" means _____________, 2000.

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

      "Common  Security"  means a common  undivided  beneficial  interest in the
assets of the Trust,  having a Liquidation Amount of $8.00 and having the rights
provided  therefor  in this



                                       3
<PAGE>


Trust  Agreement,  including  the  right  to  receive  Distributions  and a
Liquidation Distribution as provided herein.

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

      "Corporate Trust Office" means the principal corporate trust office of the
Property  Trustee  located at 1100 North  Market  Street,  Wilmington,  Delaware
19890, Attention: Corporate Trust Administration.

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

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

      "Debenture  Trustee" means  Wilmington  Trust Company,  a Delaware banking
corporation,  organized under the laws of Delaware and any successor thereto, as
trustee under the Indenture.

      "Definitive  Preferred  Securities  Certificates" means either or both (as
the  context  requires)  of (a)  Preferred  Securities  Certificates  issued  as
Book-Entry Preferred Securities Certificates as provided in Section 5.11(a), and
(b) Preferred Securities  Certificates issued in certificated,  fully registered
form as provided in Section 5.13.

     "Delaware  Business 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 Trust  continued  hereunder  and not in its  individual
capacity,  or its  successor  in interest  in such  capacity,  or any  successor
Delaware Trustee appointed as herein provided.

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

      "Distribution Date" has the meaning specified in Section 4.01(a).

      "Distributions"  means amounts payable in respect of the Trust  Securities
as provided in Section 4.01.

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

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

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



                                       4
<PAGE>



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

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

          (e) the occurrence of a Bankruptcy  Event with respect to the Property
     Trustee and the failure by the  Depositor  to appoint a successor  Property
     Trustee within 60 days thereof.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Expense  Agreement"  means the  Agreement as to Expenses  and  Liabilities
between  the  Depositor  and the Trust,  substantially  in the form  attached as
EXHIBIT D, as amended from time to time.

     "Expiration Date" has the meaning specified in Section 9.01.

     "Extension  Period" means the "Extended Interest Payment Period" as defined
in the Indenture.

     "Global Subordinated Debenture" has the meaning specified in the Indenture.

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

     "Holder" means a Securityholder.

     "Indenture" means the Subordinated  Indenture,  dated as of ______________,
2000, between the Depositor and the Debenture Trustee, as trustee, as amended or
supplemented from time to time.

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

     "Junior Subordinated  Debentures" means the $10,309,280 aggregate principal
amount  (or up to  $11,855,672  aggregate  principal  amount if the  Underwriter
exercises  its Option and there is an Option  Closing  Date) of the  Depositor's
_____%  Junior  Subordinated   Debentures  due  2030,  issued  pursuant  to  the
Indenture.



                                       5
<PAGE>


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

     "Like Amount"  means (a) with respect to a redemption of Trust  Securities,
Trust  Securities  having a Liquidation  Amount equal to the principal amount of
Junior Subordinated  Debentures to be  contemporaneously  redeemed in accordance
with the Indenture and the proceeds of which will be used to pay the  Redemption
Price of such Trust  Securities 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 Trust, Junior Subordinated Debentures having a
principal amount equal to the Liquidation  Amount of the Trust Securities of the
Holder to whom such Junior Subordinated Debentures are distributed.

     "Liquidation Amount" means the stated amount of $8.00 per Trust 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 Trust pursuant to Section 9.04(a).

     "Liquidation Distribution" has the meaning specified in Section 9.04(d).

     "Maturity Date" has the meaning set forth in Section 2.02 of the Indenture.

     "Officers'  Certificate"  means a certificate signed by the Chief Executive
Officer,  the President or a Vice President and by the Chief Accounting  Officer
or the  Controller  or an Assistant  Controller or the Secretary or an Assistant
Secretary,  of the Depositor,  and delivered to the appropriate  Trustee. One of
the officers  signing an Officers'  Certificate  given  pursuant to Section 8.16
shall  be the  principal  executive,  financial  or  accounting  officer  of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

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

          (b) a statement  that each 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

          (c) 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 the Trust, the Property Trustee, the Delaware Trustee or the Depositor,  but
not an employee of any thereof,  and who shall be  reasonably  acceptable to the
Property Trustee.



                                       6
<PAGE>



      "Option"  means the grant by the Trust to the  Underwriter of an option to
purchase  all or any  portion  of an  additional  187,500  Preferred  Securities
pursuant to the terms of the Underwriting Agreement.

      "Option  Closing Date" means the time, date of payment and delivery of the
Preferred  Securities  Certificates  purchased  pursuant  to  the  Underwriter's
exercise of the  Option,  as more  particularly  described  in the  Underwriting
Agreement.

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

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

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

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

          (c) Preferred Securities which have been paid or in exchange for or in
     lieu of which other  Preferred  Securities have been executed and delivered
     pursuant to Sections 5.04, 5.05, 5.11 and 5.13; provided,  however, that in
     determining whether the Holders of the requisite  Liquidation Amount of the
     Outstanding   Preferred   Securities   have  given  any  request,   demand,
     authorization,  direction,  notice, consent or waiver hereunder,  Preferred
     Securities  owned by the  Depositor,  any Trustee,  or any Affiliate of the
     Depositor  or any  Trustee,  shall  be  disregarded  and  deemed  not to be
     Outstanding,  except that (i) in  determining  whether any Trustee shall be
     protected  in  relying  upon  any  such  request,  demand,   authorization,
     direction,  notice,  consent or waiver, only Preferred Securities that such
     Trustee knows to be so owned shall be so disregarded and (ii) the foregoing
     shall  not  apply  at  any  time  when  all of  the  Outstanding  Preferred
     Securities are owned by the Depositor,  one or more of the Trustees  and/or
     any such Affiliate.  Preferred  Securities so owned which have been pledged
     in good faith may be regarded as Outstanding if the pledgee  establishes to
     the satisfaction of the  Administrative  Trustees the pledgee's right as to
     such Preferred Securities so owned.

     "Owner"  means each  Person  who is the  beneficial  owner of a  Book-Entry
Preferred  Securities  Certificate  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 5.09 and shall initially be the Trust Company.



                                       7
<PAGE>

      "Payment Account" means a segregated  non-interest-bearing corporate trust
account   maintained   by  the   Property   Trustee   for  the  benefit  of  the
Securityholders in which all amounts paid in respect of the Junior  Subordinated
Debentures will be held and from which the Property  Trustee shall make payments
to the Securityholders in accordance with Sections 4.01 and 4.02.

      "Person" means any individual,  corporation,  partnership,  joint venture,
trust, limited liability company or corporation,  unincorporated organization or
government or any agency or political subdivision thereof.

      "Preferred  Security" means a preferred  undivided  beneficial interest in
the  assets  of  the  Trust,   designated  "_____%  Cumulative  Trust  Preferred
Securities," having a Liquidation Amount of $8.00 and having the rights provided
therefor in this Trust Agreement,  including the right to receive  Distributions
and a Liquidation Distribution as provided herein.

      "Preferred   Securities   Certificate"  means  a  certificate   evidencing
ownership of Preferred Securities, substantially in the form attached as EXHIBIT
E.

      "Property  Trustee" means the commercial bank or trust company  identified
as the "Property  Trustee" in the preamble to this Trust Agreement solely in its
capacity  as  Property  Trustee of the Trust  heretofore  formed  and  continued
hereunder and not in its  individual  capacity,  or its successor in interest in
such capacity, or any successor Property Trustee appointed as herein provided.

      "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 Maturity Date of
the Junior Subordinated  Debentures shall be a Redemption Date for a Like Amount
of Trust Securities.

      "Redemption  Price"  means,  with  respect  to any  Trust  Security  to be
redeemed,  the Liquidation  Amount of such Trust Security,  plus accumulated and
unpaid Distributions to the Redemption Date allocated on a pro rata basis (based
on Liquidation Amounts) among the Trust Securities to be redeemed.

      "Relevant Trustee" shall have the meaning specified in Section 8.10.

      "Securities  Register"  and  "Securities  Registrar"  have the  respective
meanings specified in Section 5.04.

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

      "Trust" means BVBC Capital Trust I, the Delaware  business trust continued
hereby and which was created as stated in the recitals to this Trust Agreement.

      "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 all exhibits hereto, including, for all purposes of
this Trust  Agreement and any such



                                       8
<PAGE>

modification, amendment or supplement, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern  this  Trust  Agreement  and any such
modification, amendment or supplement, respectively.

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

      "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this Trust Agreement was executed;  provided, however, that
in the event the Trust Indenture Act of 1939 is amended after such date,  "Trust
Indenture Act" means, to the extent  required by any such  amendment,  the Trust
Indenture Act of 1939 as so amended.

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

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

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

      "Trustee" or "Trustees"  means,  individually or collectively,  any of the
Property Trustee, the Delaware Trustee and the Administrative Trustees.

      "Underwriter" means Stifel, Nicolaus & Company, Incorporated.

      "Underwriting  Agreement"  means the  Underwriting  Agreement  dated as of
__________, 2000, among the Trust, the Depositor and the Underwriter.

                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

      2.01  NAME.  The Trust  heretofore  created  and  continued  hereby  shall
continue  to be known as "BVBC  CAPITAL  TRUST I," as such name may be  modified
from time to time by the Administrative Trustees following written notice to the
Holders of Trust  Securities and the other Trustees,  in which name the Trustees
may engage in the transactions  contemplated  hereby, make and execute contracts
and other instruments on behalf of the Trust and sue and be sued.

      2.02 OFFICE OF THE DELAWARE  TRUSTEE;  PRINCIPAL  PLACE OF  BUSINESS.  The
address of the  Delaware  Trustee in the State of Delaware is 1100 North  Market
Street, Wilmington,  Delaware 19890, Attention:  Corporate Trust Administration,
or such other  address in the State of  Delaware  as the  Delaware  Trustee  may
designate  by  written  notice to the  Securityholders  and the  Depositor.  The
principal  executive  office of the Trust is c/o BLUE  VALLEY BAN  CORP.,  11935
Riley, Overland Park, Kansas 66225-6128.

      2.03 INITIAL CONTRIBUTION OF TRUST PROPERTY;  ORGANIZATIONAL EXPENSES. The
Trustees  acknowledge receipt in trust from the Depositor in connection with the
Original Trust Agreement of the sum of $10, which  constituted



                                       9
<PAGE>


the initial Trust Property.  The Depositor shall pay organizational  expenses of
the  Trust  as they  arise or  shall,  upon  request  of any  Trustee,  promptly
reimburse such Trustee for any such expenses paid by such Trustee. The Depositor
shall make no claim upon the Trust Property for the payment of such expenses.

     2.04 ISSUANCE OF THE PREFERRED  SECURITIES.  On  _____________,  2000,  the
Depositor and an Administrative  Trustee, on behalf of the Trust and pursuant to
the Original Trust Agreement, executed and delivered the Underwriting Agreement.
Contemporaneously  with the execution and delivery of this Trust  Agreement,  an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.02 and deliver,  in  accordance  with the  Underwriting  Agreement,  a
Preferred Securities  Certificate,  registered in the name of the nominee of the
initial Clearing Agency,  in an aggregate amount of Preferred  Securities having
an aggregate  Liquidation Amount of $10,000,000 against receipt of the aggregate
purchase price of such Preferred  Securities of  $10,000,000,  which amount such
Administrative  Trustee shall promptly deliver to the Property  Trustee.  If the
Underwriter  exercises its Option and there is an Option  Closing Date,  then an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section  5.02  and  deliver  in  accordance  with  the  Underwriting  Agreement,
Preferred  Securities  Certificates,  registered  in the  name  of  the  Persons
entitled thereto,  in an aggregate amount of up to 187,500 Preferred  Securities
having an aggregate  Liquidation  Amount of up to $1,500,000  against receipt of
the aggregate  purchase price of such Preferred  Securities equal to the product
of $8 multiplied by the number of Preferred Securities purchased pursuant to the
Option,  which amount such Administrative  Trustee shall promptly deliver to the
Property Trustee.

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

            (a) Contemporaneously  with the execution and delivery of this Trust
      Agreement,  an  Administrative  Trustee,  on  behalf of the  Trust,  shall
      execute in  accordance  with Section  5.02 and deliver to the  Depositor a
      Common Securities Certificate, registered in the name of the Depositor, in
      an aggregate amount of Common Securities  having an aggregate  Liquidation
      Amount of  $309,280  against  payment  by the  Depositor  of such  amount.
      Contemporaneously  therewith,  an Administrative Trustee, on behalf of the
      Trust,   shall  subscribe  to  and  purchase  from  the  Depositor  Junior
      Subordinated Debentures, registered in the name of the Property Trustee on
      behalf of the Trust and  having an  aggregate  principal  amount  equal to
      $10,309,280,  and, in  satisfaction  of the purchase price for such Junior
      Subordinated  Debentures,  the Property  Trustee,  on behalf of the Trust,
      shall deliver to the Depositor the sum of $10,309,280.

            (b) If the  Underwriter  exercises the Option and there is an Option
      Closing  Date,  then an  Administrative  Trustee,  on behalf of the Trust,
      shall  execute  in  accordance  with  Section  5.02  and  deliver  to  the
      Depositor,  Common Securities Certificates,  registered in the name of the
      Depositor,  in an aggregate amount of up to 5,799 Common Securities having
      an aggregate  Liquidation  Amount of up to $46,392  against payment by the
      Depositor of such amount.  Contemporaneously  therewith, an Administrative
      Trustee,  on behalf of the Trust, shall subscribe to and purchase from the
      Depositor,  Junior Subordinated Debentures,  registered in the name of the
      Trust and having an aggregate




                                       10
<PAGE>

     principal amount of up to $1,546,392,  and, in satisfaction of the purchase
     price of such Junior  Subordinated  Debentures,  the Property  Trustee,  on
     behalf of the Trust, shall deliver to the Depositor the sum of $1,546,392.

      2.06  DECLARATION  OF TRUST.  The exclusive  purposes and functions of the
Trust are (a) to issue and sell Trust  Securities and use the proceeds from such
sale to acquire the Junior Subordinated  Debentures,  and (b) to engage in those
activities  necessary,  convenient or incidental  thereto.  The Depositor hereby
appoints the Trustees as trustees of the Trust,  to have all the rights,  powers
and duties to the extent set forth herein,  and the 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  Securityholders.  The  Administrative  Trustees  shall have all
rights, powers and duties set forth herein and in accordance with applicable law
with respect to  accomplishing  the purposes of the Trust.  The Delaware Trustee
shall not be entitled to exercise  any powers,  nor shall the  Delaware  Trustee
have any of the  duties and  responsibilities,  of the  Property  Trustee or the
Administrative  Trustees set forth herein.  The Delaware Trustee shall be one of
the  Trustees of the Trust for the sole and limited  purpose of  fulfilling  the
requirements of Section 3807 of the Delaware Business Trust Act.

      2.07  AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

            (a)  The  Trustees  shall  conduct  the  affairs  of  the  Trust  in
      accordance  with  the  terms  of  this  Trust  Agreement.  Subject  to the
      limitations  set forth in paragraph  (b) of this Section and Article VIII,
      and in  accordance  with  the  following  provisions  (i)  and  (ii),  the
      Administrative  Trustees  shall  have  the  authority  to  enter  into all
      transactions and agreements  determined by the Administrative  Trustees to
      be appropriate in exercising the authority,  express or implied, otherwise
      granted to the Administrative Trustees under this Trust Agreement,  and to
      perform all acts in furtherance thereof, including without limitation, the
      following:

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

                        (A)  the  issuance  and  sale of the  Trust  Securities,
                  including,  without  limitation,  the  execution  of the Trust
                  Securities  on  behalf of the  Trust in  accordance  with this
                  Trust   Agreement,   and  complying  with  the  terms  of  the
                  Underwriting  Agreement regarding the issuance and sale of the
                  Trust Securities;

                        (B) to cause the Trust to enter  into,  and to  execute,
                  deliver  and  perform  on behalf  of the  Trust,  the  Expense
                  Agreement and the  Certificate  Depository  Agreement and such
                  other agreements or documents as may be necessary or desirable
                  in connection with the purposes and function of the Trust;

                        (C) to  assist  in  the  registration  of the  Preferred
                  Securities  under the Securities Act of 1933, as amended,  and
                  under state securities or blue


                                       11
<PAGE>

                    sky laws, and the qualification of this Trust Agreement as a
                    trust indenture under the Trust Indenture Act;

                        (D) assisting in the listing of the Preferred Securities
                  upon  The  American  Stock  Exchange  LLC or  such  securities
                  exchange or exchanges as shall be  determined by the Depositor
                  and, if required, the registration of the Preferred Securities
                  under the Exchange Act, and the  preparation and filing of all
                  periodic and other reports and other documents pursuant to the
                  foregoing;

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

                        (F) the  appointment  of a Paying Agent,  authenticating
                  agent and Securities  Registrar in accordance  with this Trust
                  Agreement;

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

                        (H)  to  take  all  action  that  may  be  necessary  or
                  appropriate for the  preservation  and the continuation of the
                  Trust's valid existence,  rights, franchises and privileges as
                  a  statutory  business  trust  under  the laws of the State of
                  Delaware  and  of  each  other   jurisdiction  in  which  such
                  existence is necessary to protect the limited liability of the
                  Holders of the Preferred  Securities or to enable the Trust to
                  effect the purposes for which the Trust was created;

                         (I) the execution and delivery of an application  for a
                    taxpayer identification number for the Trust; and

                        (J) the taking of any action incidental to the foregoing
                  as the Administrative Trustees may from time to time determine
                  is  necessary or advisable to give effect to the terms of this
                  Trust  Agreement  for  the  benefit  of  the   Securityholders
                  (without consideration of the effect of any such action on any
                  particular Securityholder).

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

                         (A) the establishment of the Payment Account;

                         (B) the receipt of the Junior Subordinated Debentures;


                                       12
<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   of   amounts   owed  to  the
                    Securityholders  in  respect  of  the  Trust  Securities  in
                    accordance with the terms of this Trust Agreement;

                         (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 Securityholders in accordance
                    with this Trust Agreement;

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

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

                        (I)  after  an  Event  of  Default   (other  than  under
                  paragraph  (b), (c), (d) or (e) of the definition of such term
                  if the Event of Default is by or with  respect to the Property
                  Trustee) the taking of any action  incidental to the foregoing
                  as the  Property  Trustee may from time to time  determine  is
                  necessary  or  advisable  to give  effect to the terms of this
                  Trust  Agreement  and protect and conserve the Trust  Property
                  for the benefit of the Securityholders  (without consideration
                  of  the   effect  of  any  such   action  on  any   particular
                  Securityholder);

                        (J) so long as the  Property  Trustee is the  Securities
                  Registrar,  registering  transfers of the Trust  Securities in
                  accordance with this Trust Agreement; and

                        (K)  except  as  otherwise   provided  in  this  Section
                  2.07(a)(ii),  the  Property  Trustee  shall  have  none of the
                  duties,   liabilities,   powers  or  the   authority   of  the
                  Administrative Trustees set forth in Section 2.07(a)(i).

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



                                       13
<PAGE>

     any of the Trust  Property.  The  Administrative  Trustees 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  Trust  or  the
     Securityholders in their capacity as Securityholders.

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

                  (i)  the   preparation  and  filing  by  the  Trust  with  the
            Commission   and  the   execution  on  behalf  of  the  Trust  of  a
            registration  statement on the  appropriate  form in relation to the
            Preferred   Securities  and  the  Junior  Subordinated   Debentures,
            including any amendments thereto;

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

                  (iii) in the discretion of the Depositor,  the preparation for
            filing  by the  Trust  and  execution  on  behalf of the Trust of an
            application  to The American  Stock Exchange LLC or a national stock
            exchange or other  organizations for listing upon notice of issuance
            of any Preferred  Securities and to file or cause an  Administrative
            Trustee to file thereafter  with such exchange or organization  such
            notifications and documents as may be necessary from time to time;

                  (iv) if required, the preparation for filing by the Trust with
            the  Commission  and the  execution  on  behalf  of the  Trust  of a
            registration  statement on Form 8-A relating to the  registration of
            the  Preferred  Securities  under  Section  12(b)  or  12(g)  of the
            Exchange Act, including any amendments thereto;

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

                    (vi) the  negotiation of the terms of, and execution of, the
               Original  Trust  Agreement,  and the  preparation  of this  Trust
               Agreement and the selection of the Trustees; and

                    (vii) 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
      Administrative Trustees are authorized and directed to conduct the affairs
      of the Trust and to operate the



                                       14
<PAGE>

     Trust so that the Trust  will not be deemed to be an  "investment  company"
     required  to be  registered  under  the  Investment  Company  Act,  will be
     classified  as a  "grantor  trust" and not as an  association  taxable as a
     corporation  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,  subject to Section 10.02, the Depositor and the Administrative
     Trustees  are  authorized  to  take  any  action,   not  inconsistent  with
     applicable law or this Trust Agreement,  that each of the Depositor and the
     Administrative  Trustees  determines in their discretion to be necessary or
     desirable  for such  purposes.  In no event shall the Trustees be liable to
     the  Trust or the  Securityholders  for any  failure  to  comply  with this
     Section  that  results  from  a  change  in law  or  regulations  or in the
     interpretation thereof.

     2.08 ASSETS OF TRUST.  The assets of the Trust  shall  consist of the Trust
Property.

      2.09 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
Securityholders in accordance with this Trust Agreement.

                                   ARTICLE III
                                 PAYMENT ACCOUNT

      3.01  PAYMENT ACCOUNT.

            (a) On or prior to the Closing  Date,  the  Property  Trustee  shall
      establish the Payment  Account.  The Property Trustee and any agent of the
      Property Trustee shall have exclusive control and sole right of withdrawal
      with respect to the Payment Account for the purpose of making deposits 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  Securityholders  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

      4.01  DISTRIBUTIONS.

            (a)  Distributions on the Trust Securities shall be cumulative,  and
      will accumulate  whether or not there are funds of the Trust available for
      the  payment  of  Distributions.   Distributions   shall  accumulate  from
      ______________, 2000, and, except during any Extension Period with respect
      to the  Junior  Subordinated  Debentures,  shall be



                                       15
<PAGE>

     payable  quarterly  in  arrears  on March  31,  June 30,  September  30 and
     December  31 of each year,  commencing  June 30,  2000.  The amount of each
     Distribution  due with respect to the Trust Securities will include amounts
     accrued  through the date the  Distribution  payment is due. 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 (and  without any interest or
     other  payment in respect of any such delay)  except that, if such Business
     Day is in the next succeeding  calendar year,  payment of such Distribution
     shall be made on the immediately  preceding Business Day, in each case with
     the same  force  and  effect as if made on such  date  (each  date on which
     Distributions  are  payable  in  accordance  with  this  Section  4.01(a) a
     "Distribution Date").

            (b) The Trust Securities represent undivided beneficial interests in
      the Trust Property,  and, as a practical matter,  the Distributions on the
      Trust  Securities  shall be  payable  at a rate of ____%  per annum of the
      Liquidation  Amount of the Trust  Securities.  The amount of Distributions
      payable  for any full  period  shall be computed on the basis of a 360-day
      year of twelve 30-day months.  The amount of Distributions for any partial
      period  shall be computed on the basis of the number of days  elapsed in a
      360-day year of twelve 30-day  months.  During any  Extension  Period with
      respect  to  the  Junior  Subordinated  Debentures,  Distributions  on the
      Preferred  Securities will be deferred for a period equal to the Extension
      Period.  The amount of Distributions  payable for any period shall include
      the Additional Amounts, if any.

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

            (d)  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 on the relevant record
      date,  which shall be one  Business Day prior to such  Distribution  Date;
      provided,  however, that in the event that the Preferred Securities do not
      remain in book-entry-only form, the relevant record date shall be the 15th
      day of the month in which the relevant Distribution is payable.

      4.02  REDEMPTION.

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

            (b) Notice of redemption  shall be given by the Property  Trustee by
      first-class mail,  postage prepaid,  mailed not less than 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.  The  Property  Trustee  shall  have no  responsibility  for the
      accuracy of any CUSIP  number  contained  in such  notice.  All notices of
      redemption shall state:


                                       16
<PAGE>

                  (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;

                  (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 4.02(d) below; and

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

            (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 Trust has
      immediately  available  funds then on hand and  available  in the  Payment
      Account for the payment of such Redemption Price.

            (d) If the Property  Trustee gives a notice of redemption in respect
      of any Preferred  Securities,  then, by 10:00 a.m.,  Delaware time, on the
      Redemption Date, subject to Section 4.02(c), the Property Trustee will, so
      long as the Preferred Securities are in book-entry-only form, deposit with
      the Clearing Agency for the Preferred  Securities  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   thereof.   If  the  Preferred   Securities   are  no  longer  in
      book-entry-only  form, the Property  Trustee,  subject to Section 4.02(c),
      will deposit with the Paying Agent 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  thereof upon
      surrender of their Preferred Securities Certificates.  Notwithstanding the
      foregoing,  Distributions  payable on or prior to the Redemption  Date for
      any Trust Securities called for redemption shall be payable to the Holders
      of such Trust Securities as they appear on the Securities Register for the
      Trust Securities on the relevant record dates for the related Distribution
      Dates.  If notice of redemption  shall have been given and funds deposited
      as  required,   then  upon  the  date  of  such  deposit,  all  rights  of
      Securityholders  holding Trust



                                       17
<PAGE>

     Securities so called for  redemption  will cease,  except the right of such
     Securityholders  to receive the Redemption  Price,  but without interest on
     such Redemption Price, and such Securities will cease to be Outstanding. In
     the event that any date on which any  Redemption  Price is payable is not a
     Business  Day,  then payment of the  Redemption  Price payable on such date
     will be made on the next succeeding 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 Trust or by
     the  Depositor  pursuant  to the  Guarantee,  Distributions  on such  Trust
     Securities will continue to accumulate,  at the then applicable  rate, from
     the  Redemption  Date  originally  established  by the Trust for such Trust
     Securities  to the date such  Redemption  Price is actually  paid, in which
     case the  actual  payment  date will be the date fixed for  redemption  for
     purposes of calculating the Redemption Price.

            (e) Payment of the Redemption Price on the Trust Securities shall be
      made to the  record  Holders  thereof  as they  appear  on the  Securities
      Register for the Trust Securities on the relevant record date, which shall
      be one  Business  Day prior to the  relevant  Redemption  Date;  provided,
      however,  that in the event that the Preferred Securities do not remain in
      book-entry-only  form, the relevant  record date shall be the date fifteen
      days prior to the relevant Redemption Date.

            (f)  Subject to Section  4.03(a),  if less than all the  Outstanding
      Trust  Securities  are to be  redeemed  on a  Redemption  Date,  then  the
      aggregate  Liquidation  Amount of Trust Securities to be redeemed shall be
      allocated on a pro rata basis  (based on  Liquidation  Amounts)  among the
      Common Securities and the Preferred  Securities.  The particular Preferred
      Securities to be redeemed shall be selected not more than 60 days prior to
      the Redemption Date by the Property Trustee from the outstanding Preferred
      Securities  not  previously   called  for   redemption,   by  such  method
      (including, without limitation, by lot) as the Property Trustee shall deem
      fair  and  appropriate  and  which  may  provide  for  the  selection  for
      redemption of portions (equal to $8.00 or an integral multiple of $8.00 in
      excess  thereof) of the  Liquidation  Amount of Preferred  Securities of a
      denomination larger than $8.00. The Property Trustee shall promptly notify
      the Securities  Registrar in writing of the Preferred  Securities selected
      for redemption and, in the case of any Preferred  Securities  selected for
      partial redemption, the Liquidation Amount thereof to be redeemed. For all
      purposes of this Trust Agreement,  unless the context otherwise  requires,
      all provisions  relating to the redemption of Preferred  Securities  shall
      relate, in the case of any Preferred Securities redeemed or to be redeemed
      only in part,  to the  portion  of the  Liquidation  Amount  of  Preferred
      Securities which has been or is to be redeemed.

      4.03  SUBORDINATION OF COMMON SECURITIES.

            (a)  Payment of  Distributions  (including  Additional  Amounts,  if
      applicable)  on, and the  Redemption  Price of, the Trust  Securities,  as
      applicable,  shall be made, subject to Section 4.02(f), pro rata among the
      Common  Securities and the Preferred



                                       18
<PAGE>

     Securities  based  on  the  Liquidation  Amount  of the  Trust  Securities;
     provided,  however, that if on any Distribution Date or Redemption Date any
     Event of Default  resulting  from a Debenture  Event of Default  shall have
     occurred  and be  continuing,  no  payment of any  Distribution  (including
     Additional  Amounts,  if applicable) on, or Redemption Price 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
     Additional Amounts, if applicable) on all Outstanding  Preferred Securities
     for all  Distribution  periods  terminating on or prior thereto,  or in the
     case of payment of the Redemption  Price the full amount of such Redemption
     Price on all Outstanding  Preferred  Securities then called for redemption,
     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 Additional Amounts, if applicable) on,
     or the Redemption Price of, Preferred  Securities then due and payable. The
     existence  of an Event of Default does not entitle the Holders of Preferred
     Securities to accelerate the maturity thereof.

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

      4.04 PAYMENT PROCEDURES.  Payments of Distributions  (including Additional
Amounts, if applicable) in respect of the Preferred  Securities shall be made by
check mailed to the address of the Person entitled thereto as such address shall
appear on the Securities Register or, if the Preferred  Securities are held by a
Clearing  Agency,  such  Distributions  shall be made to the Clearing  Agency in
immediately  available funds,  which shall credit the relevant Persons' accounts
at such  Clearing  Agency 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.

      4.05 TAX RETURNS AND REPORTS.  The  Administrative  Trustees 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 Trust.  In this regard,  the  Administrative
Trustees  shall (a)  prepare  and file (or cause to be  prepared  and filed) the
appropriate Internal Revenue Service Form required to be filed in respect of the
Trust in each taxable year of the Trust and (b) prepare and furnish (or cause to
be prepared and  furnished)  to each  Securityholder  the  appropriate  Internal
Revenue  Service form  required to be furnished  to such  Securityholder  or the
information  required to be provided on such form. The  Administrative  Trustees
shall provide the Depositor with a copy of all such returns and reports promptly
after such filing or furnishing.  The Property  Trustee shall comply with United
States



                                       19
<PAGE>

federal  withholding  and backup  withholding  tax laws and  information
reporting requirements with respect to any payments to Securityholders under the
Trust Securities.

      4.06 PAYMENT OF TAXES,  DUTIES,  ETC. OF THE TRUST. Upon receipt under the
Junior Subordinated  Debentures of Additional Sums, the Property Trustee, at the
direction of an Administrative Trustee or the Depositor,  shall promptly pay any
taxes,  duties  or  governmental   charges  of  whatsoever  nature  (other  than
withholding taxes) imposed on the Trust by the United States or any other taxing
authority.

      4.07 PAYMENTS UNDER INDENTURE.  Any amount payable hereunder to any Holder
of  Preferred  Securities  shall be reduced  by the amount of any  corresponding
payment  such  Holder has  directly  received  under the  Indenture  pursuant to
Section 5.14(b) or (c) hereof.

                                    ARTICLE V
                          TRUST SECURITIES CERTIFICATES

      5.01  INITIAL  OWNERSHIP.   Upon  the  formation  of  the  Trust  and  the
contribution by the Depositor pursuant to Section 2.03 and until the issuance of
the Trust  Securities,  and at any time  during  which no Trust  Securities  are
outstanding, the Depositor shall be the sole beneficial owner of the Trust.

      5.02  THE  TRUST  SECURITIES   CERTIFICATES.   The  Preferred   Securities
Certificates  shall be  issued in  minimum  denominations  of $8.00  Liquidation
Amount  and  integral  multiples  of $8.00 in  excess  thereof,  and the  Common
Securities  Certificates  shall be issued in denominations of $8.00  Liquidation
Amount and integral  multiples of $8.00 in excess thereof.  The Trust Securities
Certificates  shall be executed on behalf of the Trust by manual signature of at
least one  Administrative  Trustee.  Trust Securities  Certificates  bearing the
manual  signatures of  individuals  who were,  at the time when such  signatures
shall have been  affixed,  authorized  to sign on behalf of the Trust,  shall be
validly   issued  and  entitled  to  the  benefits  of  this  Trust   Agreement,
notwithstanding  that such individuals or any of them shall have ceased to be so
authorized  prior to the delivery of such 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
Securityholder,  and  shall  be  entitled  to  the  rights  and  subject  to the
obligations of a Securityholder  hereunder,  upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.04, 5.11
and 5.13.

      5.03  EXECUTION  AND  DELIVERY OF TRUST  SECURITIES  CERTIFICATES.  On the
Closing Date, and on the Option Closing Date, if applicable,  the Administrative
Trustees shall cause Trust Securities Certificates,  in an aggregate Liquidation
Amount as provided in  Sections  2.04 and 2.05,  to be executed on behalf of the
Trust by at least one of the  Administrative  Trustees  and  delivered,  without
further corporate action by the Depositor, in authorized denominations.

      5.04  REGISTRATION  OF  TRANSFER  AND  EXCHANGE  OF  PREFERRED  SECURITIES
CERTIFICATES. The Property Trustee shall keep or cause to be kept, at the office
or agency  maintained  pursuant to Section 5.08, a register or registers for the
purpose of registering Trust Securities Certificates and transfers and exchanges
of Preferred  Securities  Certificates  (herein  referred to as the  "Securities
Register")  in which the  registrar  designated  by



                                       20
<PAGE>

the Property  Trustee (the "Securities  Registrar"),  subject to such reasonable
regulations as it may prescribe, shall provide for the registration of Preferred
Securities  Certificates and Common Securities  Certificates (subject to Section
5.10 in the case of the Common  Securities  Certificates)  and  registration  of
transfers and exchanges of Preferred Securities Certificates as herein provided.
The Property Trustee shall be the initial Securities Registrar.

      Upon surrender for  registration  of transfer of any Preferred  Securities
Certificate  at the office or agency  maintained  pursuant to Section 5.08,  the
Administrative  Trustees or any one of them shall  execute and  deliver,  in the
name of the  designated  transferee  or  transferees,  one or more new Preferred
Securities  Certificates  in  authorized   denominations  of  a  like  aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee or
Trustees.  The  Securities  Registrar  shall not be  required  to  register  the
transfer of any Preferred  Securities that have been called for  redemption.  At
the option of a Holder,  Preferred Securities  Certificates may be exchanged for
other Preferred Securities Certificates in authorized  denominations of the same
class and of a like aggregate Liquidation Amount upon surrender of the Preferred
Securities  Certificates  to be  exchanged  at the  office or agency  maintained
pursuant to Section 5.08.

      Every  Preferred  Securities  Certificate  presented  or  surrendered  for
registration  of  transfer  or  exchange  shall  be  accompanied  by  a  written
instrument  of transfer in form  satisfactory  to the  Property  Trustee and the
Securities  Registrar duly executed by the Holder or such Holder's attorney duly
authorized in writing.  Each Preferred  Securities  Certificate  surrendered for
registration of transfer or exchange shall be canceled and subsequently disposed
of by the Property Trustee in accordance with its customary practice.  The Trust
shall not be required to (i) issue,  register  the  transfer of, or exchange any
Preferred  Securities  during a period  beginning  at the opening of business 15
calendar  days  before  the date of  mailing  of a notice of  redemption  of any
Preferred  Securities  called for redemption and ending at the close of business
on the day of such  mailing or (ii)  register  the  transfer of or exchange  any
Preferred Securities so selected for redemption, in whole or in part, except the
unredeemed portion of any such Preferred Securities being redeemed in part.

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

      5.05 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
Administrative Trustees such security or indemnity as may be required by them to
save  each of them  harmless,  then in the  absence  of notice  that such  Trust
Securities  Certificate  shall have been acquired by a bona fide purchaser,  the
Administrative  Trustees,  or any one of them,  on  behalf  of the  Trust  shall
execute and make available for delivery,  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
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient



                                       21
<PAGE>

to cover any tax or other governmental  charge that may be imposed in connection
therewith.  Any duplicate Trust Securities  Certificate  issued pursuant to this
Section shall constitute conclusive evidence of an undivided beneficial interest
in the assets of the Trust,  as if originally  issued,  whether or not the lost,
stolen or destroyed Trust Securities Certificate shall be found at any time.

      5.06 PERSONS DEEMED  SECURITYHOLDERS.  The Trustees,  the Paying Agent and
the  Securities  Registrar  shall  treat  the  Person  in whose  name any  Trust
Securities  Certificate  shall be registered in the  Securities  Register as the
owner  of such  Trust  Securities  Certificate  for  the  purpose  of  receiving
Distributions  and for all other purposes  whatsoever,  and neither the Trustees
nor the Securities Registrar shall be bound by any notice to the contrary.

      5.07 ACCESS TO LIST OF SECURITYHOLDERS'  NAMES AND ADDRESSES.  At any time
when the Property  Trustee is not also acting as the Securities  Registrar,  the
Administrative  Trustees or the Depositor shall furnish or cause to be furnished
to the Property Trustee (a) semi-annually on or before January 15 and July 15 in
each year, a list, in such form as the Property Trustee may reasonably  require,
of the names and addresses of the  Securityholders as of the most recent regular
record date (as provided in Section  4.01(d)) and (b) promptly  after receipt by
any  Administrative  Trustee or the  Depositor  of a request  therefor  from the
Property Trustee,  such other information as the Property Trustee may reasonably
require in order to enable the  Property  Trustee to discharge  its  obligations
under this Trust  Agreement,  in each case to the extent such  information is in
the possession or control of the Administrative Trustees or the Depositor and is
not identical to a previously  supplied list or has not otherwise  been received
by the Property Trustee in its capacity as Securities  Registrar.  The rights of
Securityholders to communicate with other  Securityholders with respect to their
rights  under  this  Trust  Agreement  or under  the Trust  Securities,  and the
corresponding  rights of the Trustee shall be as provided in the Trust Indenture
Act. Each Holder, by receiving and holding a Trust Securities  Certificate,  and
each  Owner  shall be  deemed  to have  agreed  not to hold the  Depositor,  the
Property  Trustee or the  Administrative  Trustees  accountable by reason of the
disclosure  of its name and  address,  regardless  of the source from which such
information was derived.

      5.08 MAINTENANCE OF OFFICE OR AGENCY.  The  Administrative  Trustees shall
maintain an office or offices or agency or agencies where  Preferred  Securities
Certificates  may be surrendered  for  registration  of transfer or exchange and
where  notices  and  demands  to or upon the  Trustees  in  respect of the Trust
Securities  Certificates may be served.  The  Administrative  Trustees initially
designate the principal  corporate  trust office of the Property  Trustee,  1100
North Market Street,  Wilmington,  Delaware  19890,  Attention:  Corporate Trust
Administration,  as the principal corporate trust office for such purposes.  The
Administrative Trustees shall give prompt written notice to the Depositor and to
the  Securityholders of any change in the location of the Securities Register or
any such office or agency.

      5.09   APPOINTMENT   OF  PAYING   AGENT.   The  Paying  Agent  shall  make
Distributions to  Securityholders  from the Payment Account and shall report the
amounts of such  Distributions  to the Property  Trustee and the  Administrative
Trustees. Any Paying Agent shall have the revocable power to withdraw funds from
the  Payment  Account for the  purpose of making the  Distributions  referred to
above. The  Administrative  Trustees may revoke such power and remove the Paying
Agent if such Trustees  determine in their sole discretion that the Paying Agent
shall have failed to perform its  obligations  under this Trust Agreement in any



                                       22
<PAGE>

material respect.  The Paying Agent shall initially be the Property Trustee, and
any  co-paying  agent  chosen by the Property  Trustee,  and  acceptable  to the
Administrative  Trustees and the  Depositor.  Any Person  acting as Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative  Trustees,  the Property Trustee and the Depositor.  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 Administrative
Trustees  shall appoint a successor  that is acceptable to the Property  Trustee
and the  Depositor  to act as  Paying  Agent  (which  shall  be a bank or  trust
company). The Administrative Trustees shall cause such successor Paying Agent or
any additional Paying Agent appointed by the Administrative  Trustees to execute
and deliver to the Trustees an instrument in which such  successor  Paying Agent
or  additional  Paying Agent shall agree with the 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  Securityholders  in trust for the benefit of
the  Securityholders  entitled  thereto  until  such sums  shall be paid to such
Securityholders.  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  8.01,  8.03 and 8.06 shall apply to the  Property  Trustee also in its
role as Paying  Agent,  for so long as the Property  Trustee shall act as Paying
Agent  and,  to the  extent  applicable,  to any other  Paying  Agent  appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

      5.10 OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR. On the Closing Date, the
Depositor shall acquire and retain beneficial and record ownership of the Common
Securities.  To the fullest extent  permitted by law, any attempted  transfer of
the Common  Securities  (other  than a transfer in  connection  with a merger or
consolidation  of the  Depositor  into another  corporation  pursuant to Section
12.01 of the Indenture) shall be void. The  Administrative  Trustees shall cause
each Common Securities  Certificate  issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE".

     5.11  BOOK-ENTRY  PREFERRED  SECURITIES  CERTIFICATES;   COMMON  SECURITIES
CERTIFICATE.

            (a) The Preferred Securities  Certificates,  upon original issuance,
      will  be  issued  in  the  form  of  a  typewritten  Preferred  Securities
      Certificate or Certificates  representing  Book-Entry Preferred Securities
      Certificates, to be delivered to or held on behalf of The Depository Trust
      Company, the initial Clearing Agency, by, or on behalf of, the Trust. Such
      Book-Entry   Preferred   Securities   Certificate  or  Certificates  shall
      initially be registered on the  Securities  Register in the name of Cede &
      Co., the nominee of the initial Clearing  Agency,  and no beneficial owner
      will receive a Definitive  Preferred Securities  Certificate  representing
      such beneficial owner's interest in such Preferred  Securities,  except as
      provided in Section 5.13. Unless and until Definitive Preferred Securities
      Certificates  have been issued to  beneficial  owners  pursuant to Section
      5.13:

               (i) the provisions of this Section 5.11(a) shall be in full force
          and effect;

               (ii) the Securities Registrar,  the Paying Agent and the Trustees
          shall be entitled to deal with the Clearing Agency for all purposes of
          this Trust

                                       23
<PAGE>
          Agreement relating to the Book-Entry Preferred Securities Certificates
          (including the payment of the Liquidation  Amount of and Distributions
          on  the  Book-Entry  Preferred  Securities)  as  the  sole  Holder  of
          Book-Entry  Preferred  Securities and shall have no obligations to the
          Owners thereof;

               (iii) to the extent  that the  provisions  of this  Section  5.11
          conflict  with any  other  provisions  of this  Trust  Agreement,  the
          provisions of this Section 5.11 shall control; and

               (iv)  the  rights  of  the  Owners  of the  Book-Entry  Preferred
          Securities  Certificates  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 and/or the Clearing Agency
          Participants. Pursuant to the Certificate Depository Agreement, unless
          and until  Definitive  Preferred  Securities  Certificates  are issued
          pursuant  to Section  5.13,  the  initial  Clearing  Agency  will make
          book-entry  transfers among the Clearing Agency  Participants and will
          receive and  transmit  payments on the  Preferred  Securities  to such
          Clearing Agency Participants.  Any Clearing Agency designated pursuant
          hereto will not be deemed an agent of the Trustees for any purpose.

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

      5.12  NOTICES TO  CLEARING  AGENCY.  To the extent  that a notice or other
communication to the Owners is required under this Trust  Agreement,  unless and
until Definitive  Preferred  Securities  Certificates  shall have been issued to
Owners  pursuant to Section 5.13,  the Trustees  shall give all such notices and
communications  specified  herein to be given to Owners to the Clearing  Agency,
and shall have no obligations to the Owners.

      5.13 DEFINITIVE  PREFERRED SECURITIES  CERTIFICATES.  If (a) the Depositor
advises the Trustees in writing that the Clearing Agency is no longer willing or
able to discharge  properly its  responsibilities  with respect to the Preferred
Securities  Certificates,  and the  Depositor  is unable  to locate a  qualified
successor,  (b) the Depositor at its option advises the Trustees in writing that
it elects to terminate the book-entry system through the Clearing Agency, or (c)
after the  occurrence  of a  Debenture  Event of  Default,  Owners of  Preferred
Securities Certificates representing beneficial interests aggregating at least a
majority of the Liquidation  Amount advise the Property  Trustee in writing that
the continuation of a book-entry system through the Clearing Agency is no longer
in the best interests of the Owners of Preferred Securities  Certificates,  then
the Property Trustee shall notify the Clearing  Agency,  and the Clearing Agency
shall notify all Owners of Preferred Securities Certificates,  of the occurrence
of any such event and of the availability of the Definitive Preferred Securities
Certificates to Owners of such class or classes,  as applicable,  requesting the
same.  Upon  surrender  to the  Property  Trustee of the  typewritten  Preferred
Securities  Certificate or Certificates  representing  the Book-Entry  Preferred
Securities  Certificates  by the Clearing  Agency,  accompanied by  registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Clearing Agency.  Neither the Securities Registrar nor the Trustees shall
be liable for any delay in delivery

                                       24
<PAGE>

of such  instructions  and may  conclusively  rely on, and shall be protected in
relying  on,  such  instructions.  Upon the  issuance  of  Definitive  Preferred
Securities  Certificates,  the  Trustees  shall  recognize  the  Holders  of the
Definitive Preferred Securities Certificates as Securityholders.  The Definitive
Preferred Securities Certificates shall be printed,  lithographed or engraved or
may  be  produced  in  any  other  manner  as is  reasonably  acceptable  to the
Administrative   Trustees,   as  evidenced  by  the  execution  thereof  by  the
Administrative Trustees or any one of them.

      5.14  RIGHTS OF SECURITYHOLDERS.

            (a) The legal title to the Trust  Property is vested  exclusively in
      the Property  Trustee (in its capacity as such) in accordance with Section
      2.09,  and the  Securityholders  shall not have any right or title therein
      other than the  undivided  beneficial  interest in the assets of the Trust
      conferred by their Trust  Securities  and they shall have no right to call
      for any partition or division of property,  profits or rights of the Trust
      except as described below. The Trust Securities shall be personal property
      giving only the rights  specifically  set forth  therein and in this Trust
      Agreement.  The Trust  Securities  shall  have no  preemptive  or  similar
      rights.  When issued and delivered to Holders of the Preferred  Securities
      against payment of the purchase price therefor,  the Preferred  Securities
      will be fully paid and  nonassessable  interests in the Trust. The Holders
      of the  Preferred  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 Preferred Securities remain Outstanding,  if,
      upon a Debenture  Event of Default,  the  Debenture  Trustee  fails or the
      holders of not less than 25% in principal amount of the outstanding Junior
      Subordinated Debentures fail to declare the principal of all of the Junior
      Subordinated  Debentures to be immediately due and payable, the Holders of
      at least  25% in  Liquidation  Amount  of the  Preferred  Securities  then
      Outstanding  shall have the right to make such  declaration by a notice in
      writing to the  Depositor  and the  Debenture  Trustee;  and upon any such
      declaration  such principal  amount of and the accrued  interest on all of
      the  Junior  Subordinated  Debentures  shall  become  immediately  due and
      payable,  provided  that the  payment of  principal  and  interest on such
      Junior  Subordinated  Debentures  shall remain  subordinated to the extent
      provided  in the  Indenture.  If,  as a  result  of a  Debenture  Event of
      Default,  the  Debenture  Trustee  or the  holders of not less than 25% in
      aggregate   outstanding   principal  amount  of  the  Junior  Subordinated
      Debentures  have  declared  the  Junior  Subordinated  Debentures  due and
      payable and if such default has been cured and a sum sufficient to pay all
      matured installments due (otherwise than by acceleration) under the Junior
      Subordinated  Debentures has been  deposited  with the Debenture  Trustee,
      then (if the holders of not less than a majority in aggregate  outstanding
      principal amount of Junior Subordinated  Debentures have not annulled such
      declaration  and  waived  such  default)  the  Holders  of a  majority  in
      aggregate  Liquidation  Amount of the Preferred  Securities may annul such
      declaration and waive such default.

          (c) For so long as any Preferred Securities remain outstanding, upon a
     Debenture  Event of Default  arising  from the  failure to pay  interest or
     principal  on  the  Junior  Subordinated  Debentures,  the  Holders  of any
     Preferred   Securities then



                                       25
<PAGE>

     Outstanding  shall, to the fullest extent  permitted by law, have the right
     to  institute  directly  proceedings  for  enforcement  of  payment to such
     Holders of principal of or interest on the Junior  Subordinated  Debentures
     having a principal amount equal to the Liquidation  Amount of the Preferred
     Securities of such Holders.

                                   ARTICLE VI
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

      6.01  LIMITATIONS ON VOTING RIGHTS.

            (a) Except as provided in this Section,  in Sections 5.14,  8.10 and
      10.02 and in the Indenture and as otherwise  required by law, no Holder of
      Preferred  Securities  shall  have  any  right  to vote  or in any  manner
      otherwise  control the  administration,  operation  and  management of the
      Trust or the obligations of the parties hereto,  nor shall anything herein
      set forth, or contained in the terms of the Trust Securities Certificates,
      be construed so as to constitute the Securityholders  from time to time as
      partners or members of an association.

            (b) So long as any Junior  Subordinated  Debentures  are held by the
      Property  Trustee,  the Trustees shall not (i) direct the time, method and
      place  of  conducting  any  proceeding  for any  remedy  available  to the
      Debenture  Trustee,  or  executing  any  trust or power  conferred  on the
      Debenture  Trustee  with respect to such Junior  Subordinated  Debentures,
      (ii) waive any past default  which is waivable  under Article Seven 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  all
      Outstanding Preferred Securities;  provided, however, that where a consent
      under  the  Indenture   would  require  the  consent  of  each  holder  of
      outstanding  Junior  Subordinated  Debentures  affected  thereby,  no such
      consent shall be given by the Property  Trustee  without the prior written
      consent of each Holder of Preferred  Securities.  The  Trustees  shall not
      revoke any  action  previously  authorized  or  approved  by a vote of the
      Holders of the Outstanding  Preferred  Securities,  except by a subsequent
      vote of the Holders of the Outstanding Preferred Securities.  The Property
      Trustee shall notify each Holder of the Outstanding  Preferred  Securities
      of any notice of default received from the Debenture  Trustee with respect
      to the Junior  Subordinated  Debentures.  In  addition  to  obtaining  the
      foregoing approvals of the Holders of the Preferred  Securities,  prior to
      taking any of the foregoing actions, the Trustees shall, at the expense of
      the Depositor, obtain an Opinion of Counsel experienced in such matters to
      the effect  that the Trust will  continue  to be  classified  as a grantor
      trust and not as an association taxable as a corporation for United States
      federal income tax purposes on account of such action.

            (c) If any proposed  amendment to the Trust Agreement  provides for,
      or the  Trustees  otherwise  propose to effect,  (i) any action that would
      adversely  affect in any  material  respect  the  powers,  preferences  or
      special rights of the Preferred Securities, whether by way of amendment to
      the Trust  Agreement or otherwise,  or (ii) the  dissolution of the Trust,
      other than pursuant to the terms of this Trust Agreement, then



                                       26
<PAGE>

     the Holders of Outstanding Preferred Securities as a class will be entitled
     to vote on such  amendment or proposal and such amendment or proposal shall
     not be  effective  except  with the  approval  of the Holders of at least a
     majority in Liquidation Amount of the Outstanding Preferred Securities.  No
     amendment  to this  Trust  Agreement  may be made if,  as a result  of such
     amendment,  the Trust would cease to be  classified  as a grantor  trust or
     would be classified as an association  taxable as a corporation  for United
     States federal income tax purposes.

      6.02  NOTICE  OF  MEETINGS.  Notice  of all  meetings  of the  Holders  of
Preferred Securities,  stating the time, place and purpose of the meeting, shall
be given by the  Property  Trustee  pursuant to Section  10.08 to each Holder of
Preferred Securities of record, at such Securityholder's  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.

      6.03  MEETINGS OF HOLDERS OF PREFERRED  SECURITIES.  No annual  meeting of
Securityholders  is required to be held. The Administrative  Trustees,  however,
shall call a meeting of  Securityholders  to vote on any matter upon the written
request of the Holders of 25% of the  Outstanding  Preferred  Securities  (based
upon their aggregate Liquidation Amount) and the Administrative  Trustees or the
Property Trustee may, at any time in their discretion, call a meeting of Holders
of the  Preferred  Securities  to vote on any matters as to which the Holders of
the Preferred  Securities are entitled to vote.  Holders of record of 50% of the
Outstanding   Preferred  Securities  (based  upon  their  aggregate  Liquidation
Amount), present in person or by proxy, shall constitute a quorum at any meeting
of such  Securityholders.  If a quorum is present at a meeting,  an  affirmative
vote by the Holders of record present, in person or by proxy,  holding more than
a majority of the Preferred  Securities (based upon their aggregate  Liquidation
Amount) held by the Holders of Preferred Securities of record present, either in
person or by proxy,  at such meeting shall  constitute the action of the Holders
of the  Preferred  Securities,  unless this Trust  Agreement  requires a greater
number of affirmative votes.

      6.04 VOTING RIGHTS. Securityholders shall be entitled to one vote for each
$8.00 of Liquidation  Amount represented by their Trust Securities in respect of
any matter as to which such Securityholders are entitled to vote.

      6.05 PROXIES,  ETC. At any meeting of Securityholders,  any Securityholder
entitled  to vote  thereat  may vote by proxy,  provided  that no proxy shall be
voted  at any  meeting  unless  it  shall  have  been  placed  on file  with the
Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative  Trustees may direct, for verification prior to the time at which
such vote shall be taken.  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 Securityholder  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.



                                       27
<PAGE>

      6.06  SECURITYHOLDER  ACTION BY WRITTEN  CONSENT.  Any action which may be
taken  by  Securityholders  at a  meeting  may be taken  without  a  meeting  if
Securityholders holding more than a majority of all Outstanding Trust Securities
(based upon their aggregate  Liquidation  Amount) entitled to vote in respect of
such  action (or such  larger  proportion  thereof as shall be  required  by any
express  provision  of this  Trust  Agreement)  shall  consent  to the action in
writing (based upon their aggregate Liquidation Amount).

      6.07  RECORD  DATE FOR  VOTING AND OTHER  PURPOSES.  For the  purposes  of
determining the Securityholders 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
Administrative  Trustees may from time to time fix a date, not more than 90 days
prior  to the date of any  meeting  of  Securityholders  or the  payment  of any
distribution  or other  action,  as the case  may be,  as a record  date for the
determination  of the  identity  of  the  Securityholders  of  record  for  such
purposes.

      6.08  ACTS  OF  SECURITYHOLDERS.   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  Securityholders  or Owners may be
embodied in and evidenced by one or more  instruments of  substantially  similar
tenor  signed by such  Securityholders  or Owners 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 an  Administrative  Trustee.  Such instrument or instruments  (and the action
embodied therein and evidenced  thereby) are herein sometimes referred to as the
"Act" of the  Securityholders  or Owners 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  8.01)  conclusive  in favor of the  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 or  her  the  execution  thereof.  Where  such
execution  is  by a  signer  acting  in a  capacity  other  than  such  signer's
individual  capacity,  such  certificate  or  affidavit  shall  also  constitute
sufficient proof of such signer's authority.  The fact and date of the execution
of any such instrument or writing,  or the authority of the Person executing the
same,  may also be proved in any other  manner which any Trustee  receiving  the
same deems sufficient.  The ownership of Preferred Securities shall be proved by
the Securities Register. Any request, demand, authorization,  direction, notice,
consent,  waiver or other Act of the  Securityholder of any Trust Security shall
bind  every  future   Securityholder   of  the  same  Trust   Security  and  the
Securityholder  of every Trust Security issued upon the registration of transfer
thereof or in exchange  therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustees or the Trust in reliance thereon,
whether or not notation of such action is made upon such Trust Security. Without
limiting the foregoing,  a Securityholder  entitled hereunder to take any action
hereunder with regard to any particular  Trust Security may do so with regard to
all or any part of the  Liquidation  Amount of such Trust  Security or by one or
more duly appointed  agents each of which may do so pursuant to such appointment
with regard to all



                                       28
<PAGE>

or any part of such Liquidation Amount. A Holder of Preferred
Securities may institute a legal proceeding directly against the Depositor under
the  Guarantee  to  enforce  its  rights  under  the  Guarantee   without  first
instituting a legal proceeding  against the Guarantee Trustee (as defined in the
Guarantee), the Trust or any Person.

      6.09 INSPECTION OF RECORDS.  Upon reasonable notice to the  Administrative
Trustees  and the  Property  Trustee,  the records of the Trust shall be open to
inspection  by  Securityholders  during  normal  business  hours for any purpose
reasonably related to such Securityholder's interest as a Securityholder.

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

      7.01  REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY AND THE PROPERTY
TRUSTEE.  The Trust Company,  in its separate corporate capacity and as Property
Trustee,  as of the date hereof, and each successor Property Trustee at the time
of the successor  Property  Trustee's  acceptance of its appointment as Property
Trustee hereunder (the term "Trust Company" being used hereafter in this Article
VII to  refer to such  successor  Property  Trustee  in its  separate  corporate
capacity  and  as  Property   Trustee),   hereby  represents  and  warrants  (as
applicable) for the benefit of the Depositor and the Securityholders that:

            (a)  the  Trust  Company  is a  Delaware  banking  corporation  duly
      organized,  validly  existing and in good  standing  under the laws of the
      State of Delaware;

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

            (c) this Trust  Agreement  has been duly  authorized,  executed  and
      delivered  by the Trust  Company  and  constitutes  the valid and  legally
      binding  agreement  of  the  Trust  Company   enforceable  against  it  in
      accordance with its terms, subject to bankruptcy,  insolvency,  fraudulent
      transfer,   reorganization,   moratorium   and  similar  laws  of  general
      applicability  relating to or affecting  creditors'  rights and to general
      equity principles;

            (d) the execution,  delivery and performance by the Trust Company of
      this Trust Agreement has been duly  authorized by all necessary  corporate
      or other action on the part of the Trust  Company and does not require any
      approval of the  stockholders  of the Trust  Company  and such  execution,
      delivery and performance will not (i) violate the Trust Company's  charter
      or by-laws, (ii) 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  properties  included in the Trust Property
      pursuant to the provisions of, any indenture,  mortgage, credit agreement,
      license or other  agreement or  instrument to which the Trust Company 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 or trust powers of the Trust Company, or any
      order, judgment or decree applicable to the Trust Company;



                                       29
<PAGE>

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

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

      7.02  REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY AND THE DELAWARE
TRUSTEE. The Trust Company in its corporate capacity and as Delaware Trustee, as
of the date  hereof,  and each  successor  Delaware  Trustee  at the time of the
successor Delaware  Trustee's  acceptance of its appointment as Delaware Trustee
hereunder (the term "Trust Company" being used hereafter in this Article VIII to
refer to such successor  Delaware Trustee in its separate corporate capacity and
as Delaware  Trustee),  hereby  represents and warrants (as  applicable) for the
benefit of the Depositor and the Securityholders that:

            (a)  the  Trust  Company  is a  Delaware  banking  corporation  duly
      organized,  validly  existing and in good  standing  under the laws of the
      State of Delaware;

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

            (c) this Trust  Agreement  has been duly  authorized,  executed  and
      delivered  by the Trust  Company  and  constitutes  the valid and  legally
      binding  agreement  of  the  Trust  Company   enforceable  against  it  in
      accordance with its terms, subject to bankruptcy,  insolvency,  fraudulent
      transfer,   reorganization,   moratorium   and  similar  laws  of  general
      applicability  relating to or affecting  creditors'  rights and to general
      equity principles;

            (d) the execution,  delivery and performance by the Trust Company of
      this Trust Agreement has been duly  authorized by all necessary  corporate
      or other action on the part of the Trust  Company and does not require any
      approval of the  stockholders  of the Trust  Company  and such  execution,
      delivery and performance will not (i) violate the Trust Company's  charter
      or by-laws, (ii) 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  properties  included in the Trust Property
      pursuant to the provisions of, any indenture,  mortgage, credit agreement,
      license or other  agreement or  instrument to which the Trust Company 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 or trust powers of the Trust Company, or any
      order, judgment or decree applicable to the Trust Company;



                                       30
<PAGE>

          (e)  neither  the  authorization,  execution  or delivery by the Trust
     Company  of  this  Trust  Agreement  nor  the  consummation  of  any of the
     transactions by the Trust Company  contemplated  herein or therein requires
     the consent or approval of, the giving of notice to, the registration  with
     or the  taking  of any other  action  with  respect  to,  any  governmental
     authority  or  agency  under  any  existing  law of the  State of  Delaware
     governing the banking or trust powers of the Trust Company; and

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

     7.03  REPRESENTATION  AND  WARRANTIES  OF DEPOSITOR.  The Depositor  hereby
represents and warrants for the benefit of the Securityholders that:

            (a) the Trust Securities  Certificates issued on the Closing Date or
      the Option Closing Date, if  applicable,  on behalf of the Trust have been
      duly authorized and will have been duly and validly  executed,  issued and
      delivered  by  the  Administrative  Trustees  pursuant  to the  terms  and
      provisions  of, and in  accordance  with the  requirements  of, this Trust
      Agreement and the  Securityholders  will be, as of such date,  entitled to
      the benefits of this Trust Agreement; and

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

                                  ARTICLE VIII
                                  THE TRUSTEES

      8.01  CERTAIN DUTIES AND RESPONSIBILITIES.

            (a) The  duties and  responsibilities  of the  Trustees  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 Trustees 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. No Administrative  Trustee nor
      the Delaware  Trustee shall be liable for such Trustee's acts or omissions
      hereunder  except as a result of such  Trustee's  own gross  negligence or
      willful  misconduct.  The Property Trustee's liability shall be determined
      under the  Trust  Indenture  Act.  Whether  or not  therein  expressly  so
      provided,  every provision of this Trust Agreement relating to the conduct
      or affecting  the  liability of or  affording  protection  to the Trustees
      shall be subject to the provisions of this Section. To the extent



                                       31
<PAGE>

     that,  at law or in  equity,  the  Delaware  Trustee  or an  Administrative
     Trustee has duties (including  fiduciary  duties) and liabilities  relating
     thereto to the Trust or to the  Securityholders,  the  Delaware  Trustee or
     such  Administrative  Trustee  shall  not be  liable to the Trust or to any
     Securityholder  for such Trustee'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 Delaware  Trustee or
     the  Administrative  Trustees  otherwise  existing at law or in equity, are
     agreed by the  Depositor  and the  Securityholders  to  replace  such other
     duties and  liabilities  of the  Delaware  Trustee  and the  Administrative
     Trustees.

            (b) All payments  made by the Property  Trustee or a Paying Agent in
      respect of the Trust  Securities  shall be made only from the  revenue and
      proceeds  from the Trust  Property and only to the extent that there shall
      be sufficient  revenue or proceeds  from the Trust  Property to enable the
      Property Trustee or a Paying Agent to make payments in accordance with the
      terms hereof. Each Securityholder,  by such Securityholder's acceptance of
      a Trust Security,  agrees that such Securityholder will look solely to the
      revenue  and  proceeds  from the  Trust  Property  to the  extent  legally
      available for distribution to such  Securityholder  as herein provided and
      that the Trustees are not personally liable to such Securityholder for any
      amount  distributable  in respect of any Trust  Security  or for any other
      liability in respect of any Trust Security.  This Section 8.01(b) does not
      limit the liability of the Trustees  expressly set forth elsewhere in this
      Trust  Agreement  or, in the case of the  Property  Trustee,  in the Trust
      Indenture Act.

            (c) 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) 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;

                  (ii) the Property  Trustee shall not be liable with respect to
            any  action  taken or  omitted  to be  taken by it in good  faith in
            accordance  with the  direction  of the  Holders  of not less than a
            majority in Liquidation  Amount of the Trust 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;

                  (iii) 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;

                  (iv) 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



                                       32
<PAGE>

          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 3.01 and except
          to the extent otherwise required by law; and

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

      8.02  CERTAIN NOTICES.

            (a) Within five Business Days after the Property  Trustee  learns of
      occurrence of any Event of Default,  the Property  Trustee shall transmit,
      in the manner and to the extent provided in Section 10.08,  notice of such
      Event of Default to the Securityholders,  the Administrative  Trustees and
      the  Depositor,  unless  such  Event of  Default  shall have been cured or
      waived prior to the sending of such  notice.  For purposes of this Section
      the term  "Event of Default"  means any event that is, or after  notice or
      lapse of time or both would become, an Event of Default.

            (b)   The   Administrative   Trustees   shall   transmit,   to   the
      Securityholders in the manner and to the extent provided in Section 10.08,
      notice of the Depositor's election to begin or further extend an Extension
      Period on the Junior  Subordinated  Debentures (unless such election shall
      have been revoked) within the time specified for transmitting  such notice
      to the  holders  of the Junior  Subordinated  Debentures  pursuant  to the
      Indenture as originally executed.

            (c) In the event the  Depositor  elects to  accelerate  the Maturity
      Date in  accordance  with  Section  2.02 of the  Indenture,  the  Property
      Trustee  shall  give  notice  to each  Holder of Trust  Securities  of the
      acceleration  of the Maturity Date and the  Accelerated  Maturity Date not
      later than five  Business  Days after the  Property  Trustee  receives the
      notice provided in Section 2.02(c) of the Indenture.

     8.03  CERTAIN  RIGHTS OF PROPERTY  TRUSTEE.  Subject to the  provisions  of
Section 8.01:

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

            (b) if (i) in performing  its duties under this Trust  Agreement the
      Property  Trustee is required  to decide  between  alternative  courses of
      action or (ii) in construing any of the provisions of this Trust Agreement
      the Property  Trustee finds the same ambiguous or inconsistent  with other
      provisions contained herein or (iii) the Property Trustee is unsure of the
      application of any provision of this Trust Agreement,  then,



                                       33
<PAGE>

     except as to any matter as to which the Holders of the Preferred Securities
     are entitled to vote under the terms of this Trust Agreement,  the Property
     Trustee  shall  deliver  a  notice  to  the  Depositor  requesting  written
     instructions  of the  Depositor  as to the course of action to be taken and
     the Property  Trustee  shall take such action,  or refrain from taking such
     action,  as the Property Trustee shall be instructed in writing to take, or
     to refrain from taking, by the Depositor;  provided,  however,  that if the
     Property Trustee does not receive such instructions of the Depositor within
     10 Business Days after it has  delivered  such notice,  or such  reasonably
     shorter  period  of time set  forth in such  notice  (which  to the  extent
     practicable shall not be less than two Business Days), it may, but shall be
     under no duty to, take or refrain from taking such action not  inconsistent
     with  this  Trust  Agreement  as it shall  deem  advisable  and in the best
     interests of the Securityholders, in which event the Property Trustee shall
     have no  liability  except  for its own bad  faith,  negligence  or willful
     misconduct;

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

            (d)  whenever in the  administration  of this Trust  Agreement,  the
      Property  Trustee  shall deem it  desirable  that a matter be  established
      before  undertaking,  suffering  or  omitting  any action  hereunder,  the
      Property Trustee (unless other evidence is herein specifically prescribed)
      may,  in the absence of bad faith on its part,  request  and  conclusively
      rely upon an Officer's  Certificate  which,  upon receipt of such request,
      shall  be  promptly  delivered  by the  Depositor  or  the  Administrative
      Trustees;

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

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

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

            (h)  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



                                       34
<PAGE>

     or more  Securityholders,  but the  Property  Trustee may make such further
     inquiry or investigation into such facts or matters as it may see fit;

            (i) the  Property  Trustee  may  execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      its agents or  attorneys,  provided  that the  Property  Trustee  shall be
      responsible  for  its own  negligence  or  recklessness  with  respect  to
      selection of any agent or attorney appointed by it hereunder;

            (j)  whenever  in the  administration  of this Trust  Agreement  the
      Property  Trustee  shall deem it  desirable to receive  instructions  with
      respect  to  enforcing  any  remedy  or right or taking  any other  action
      hereunder,  the  Property  Trustee (i) may request  instructions  from the
      Holders of the Trust  Securities  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 protected
      in acting in accordance with such instructions; and

            (k) except as otherwise  expressly provided by this Trust Agreement,
      the Property  Trustee shall not be under any obligation to take any action
      that is  discretionary  under the provisions of this Trust  Agreement.  No
      provision  of this Trust  Agreement  shall be deemed to impose any duty or
      obligation on the Property  Trustee to perform any act or acts or exercise
      any right,  power,  duty or obligation  conferred or imposed on it, in any
      jurisdiction  in  which  it shall be  illegal,  or in which  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
      the Property Trustee shall be construed to be a duty.

      8.04 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 Trust, and the Trustees do not assume any  responsibility  for
their  correctness.  The Trustees (as such) shall not be accountable for the use
or  application  by the  Depositor  of the  proceeds of the Junior  Subordinated
Debentures.

      8.05 MAY HOLD SECURITIES. Any Trustee or any other agent of any Trustee or
the Trust,  in its  individual  or any other  capacity,  may become the owner or
pledgee of Trust Securities and, subject to Sections 8.08 and 8.13 and except as
provided in the definition of the term "Outstanding" in Article I, may otherwise
deal with the Trust with the same  rights it would have if it were not a Trustee
or such other agent.

      8.06  COMPENSATION; INDEMNITY; FEES.  The Depositor agrees:

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

            (b) except as otherwise  expressly provided herein, to reimburse the
      Trustees  upon  request for all  reasonable  expenses,  disbursements  and
      advances incurred or made



                                       35
<PAGE>

     by the Trustees in accordance  with any  provision of this Trust  Agreement
     (including the reasonable  compensation and the expenses and  disbursements
     of its  agents  and  counsel),  except any such  expense,  disbursement  or
     advance as may be attributable to such Trustee's  negligence,  bad faith or
     willful misconduct (or, in the case of the  Administrative  Trustees or the
     Delaware  Trustee,  any such  expense,  disbursement  or  advance as may be
     attributable  to its,  his or her gross  negligence,  bad faith or  willful
     misconduct); and

            (c) to the fullest extent  permitted by applicable law, to indemnify
      and hold harmless (i) each Trustee and any predecessor  Trustee,  (ii) any
      Affiliate  of any  Trustee,  (iii)  any  officer,  director,  shareholder,
      employee, representative or agent of any Trustee, and (iv) any employee or
      agent of the  Trust  (referred  to 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
      Trust or any act or  omission  performed  or omitted  by 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
      gross  negligence,  bad faith or willful  misconduct  with respect to such
      acts or omissions (or, in the case of the Property  Trustee,  by reason of
      negligence,  bad faith or willful  misconduct with respect to such acts or
      omissions).

      The provisions of this Section 8.06 shall survive the  termination of this
Trust  Agreement and the  resignation or removal of the Property  Trustee or the
Delaware Trustee, as the case may be.

      The  Depositor  and any  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 Trust,  and the Trust and
the  Holders  of Trust  Securities  shall  have no rights by virtue of the 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 Trust,  shall not be deemed  wrongful or  improper.  Neither the
Depositor  nor  any  Trustee  shall  be  obligated  to  present  any  particular
investment or other  opportunity  to the Trust even if such  opportunity is of a
character that, if presented to the Trust,  could be taken by the Trust, and the
Depositor  or any  Trustee  shall  have the  right  to take for its own  account
(individually  or as a partner of  fiduciary) or to recommend to others any such
particular  investment  or other  opportunity.  Any  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.

      No  Trustee  may claim any Lien on any Trust  Property  as a result of any
amount due pursuant to this Section 8.06.

      8.07  CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.


                                       36
<PAGE>


            (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 eligible  pursuant to the Trust  Indenture  Act to act as such and
      has a combined  capital and surplus of at least $50  million.  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.

            (b) There shall at all times be one or more Administrative  Trustees
      hereunder  with  respect  to the  Trust  Securities.  Each  Administrative
      Trustee  shall be either a natural  person who is at least 21 years of age
      or a legal entity that shall act through one or more persons authorized to
      bind that entity.

            (c) There shall at all times be a Delaware  Trustee  with respect to
      the Trust  Securities.  The Delaware Trustee shall either be (i) a natural
      person  who is at least 21 years  of age and a  resident  of the  State of
      Delaware or (ii) a legal  entity 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.

      8.08 CONFLICTING INTERESTS. 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.

      8.09  CO-TRUSTEES AND SEPARATE  TRUSTEE.  Unless an Event of Default shall
have  occurred  and be  continuing,  at any time or times,  for the  purpose  of
meeting the legal requirements of the Trust Indenture Act or of any jurisdiction
in  which  any  part of the  Trust  Property  may at the  time be  located,  the
Depositor and the Administrative  Trustees shall have power to appoint, and upon
the  written   request  of  the  Property   Trustee,   the   Depositor  and  the
Administrative Trustees shall for such purpose join with the Property Trustee in
the  execution,  delivery and  performance  of all  instruments  and  agreements
necessary  or proper to appoint,  one or more  Persons  approved by the Property
Trustee either to act as co-trustee,  jointly with the Property Trustee,  of all
or any part of such Trust  Property,  or to the extent required by law to act as
separate trustee of any such property, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such Person or Persons
in the capacity aforesaid, any property,  title, right or power deemed necessary
or desirable,  subject to the other provisions of this Section. If the Depositor
and the  Administrative  Trustees do not join in such appointment within 15 days
after the receipt by them of a request so to do, or in case a Debenture Event of
Default has occurred and is  continuing,  the Property  Trustee alone shall have
power to make such  appointment.  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.



                                       37
<PAGE>

      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  and  delivered  and all
     rights,  powers, duties and obligations hereunder in respect of the custody
     of securities,  cash and other personal property held by, or required to be
     deposited or pledged  with,  the  Trustees  specified  hereunder,  shall be
     exercised,  solely by such Trustees 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 or by the  Property  Trustee  and such
     co-trustee  or  separate  trustee  jointly,  as  shall be  provided  in the
     instrument  appointing such co-trustee or separate  trustee,  except to the
     extent that under any law of any  jurisdiction  in which any particular act
     is  to  be  performed,   the  Property  Trustee  shall  be  incompetent  or
     unqualified to perform such act, in which event such rights, powers, duties
     and  obligations  shall be exercised  and  performed by such  co-trustee or
     separate trustee.

          (c) The  Property  Trustee at any time,  by an  instrument  in writing
     executed by it, with the written  concurrence of the Depositor,  may accept
     the resignation of or remove any co-trustee or separate  trustee  appointed
     under this Section,  and, in case a Debenture Event of Default has occurred
     and is  continuing,  the  Property  Trustee  shall have power to accept the
     resignation of, or remove,  any such co-trustee or separate trustee without
     the concurrence of the Depositor.  Upon the written request of the Property
     Trustee,  the  Depositor  shall  join  with  the  Property  Trustee  in the
     execution,  delivery and  performance  of all  instruments  and  agreements
     necessary or proper to effectuate such resignation or removal.  A successor
     to any  co-trustee  or  separate  trustee so  resigned  or  removed  may be
     appointed in the manner provided in this Section 8.09.

          (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.

      8.10 RESIGNATION AND REMOVAL;  APPOINTMENT OF SUCCESSOR. No resignation or
removal  of  any  Trustee  (the  "Relevant  Trustee")  and no  appointment  of a
successor  Trustee  pursuant to this Article  shall become  effective  until the
acceptance  of



                                       38
<PAGE>

appointment  by  the  successor   Trustee  in  accordance  with  the  applicable
requirements of Section 8.11.

      Subject to the immediately  preceding paragraph,  the Relevant Trustee may
resign at any time by giving written notice thereof to the  Securityholders.  If
the instrument of acceptance by the successor  Trustee  required by Section 8.11
shall not have been  delivered to the Relevant  Trustee within 30 days after the
giving of such notice of resignation,  the Relevant Trustee may petition, at the
expense  of  the  Depositor,   any  court  of  competent  jurisdiction  for  the
appointment of a successor Relevant Trustee.

      Unless a Debenture Event of Default shall have occurred and be continuing,
any  Trustee  may be  removed  at any time by Act of the  Holder  of the  Common
Securities.  If a  Debenture  Event  of  Default  shall  have  occurred  and  be
continuing,  the Property Trustee or the Delaware Trustee,  or both of them, may
be removed  at such time by Act of the  Holders  of a  majority  in  Liquidation
Amount of the Preferred  Securities,  delivered to such Relevant Trustee (in its
individual  capacity and on behalf of the Trust). An Administrative  Trustee may
be removed by the Holder of the Common  Securities at any time. In no event will
the  Holders  of the  Preferred  Securities  have the right to vote to  appoint,
remove or replace the Administrative Trustees.

      If the Relevant  Trustee shall resign,  be removed or become  incapable of
acting as Trustee,  or if a vacancy  shall occur in the office of such  Relevant
Trustee for any cause,  at a time when no Debenture  Event of Default shall have
occurred and be continuing,  the Holder of the Common Securities,  by Act of the
Holder of the Common  Securities  delivered  to the retiring  Relevant  Trustee,
shall promptly appoint a successor Trustee or Trustees with respect to the Trust
Securities  and the Trust,  and the  successor  Trustee  shall  comply  with the
applicable requirements of Section 8.11. If the Property Trustee or the Delaware
Trustee shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware  Trustee,  as the case may be, at a time when a
Debenture Event of Default shall have occurred and is continuing, the Holders of
the  Preferred  Securities  by Act of the Holders of a majority  in  Liquidation
Amount of the Preferred  Securities then  Outstanding  delivered to the retiring
Relevant Trustee,  shall promptly appoint a successor  Trustee or Trustees,  and
such successor Trustee shall comply with the applicable  requirements of Section
8.11. If an Administrative  Trustee shall resign, be removed or become incapable
of acting as Administrative Trustee, at a time when a Debenture Event of Default
shall have occurred and be continuing,  the Holder of the Common Securities,  by
Act of the  Holder  of the  Common  Securities  delivered  to an  Administrative
Trustee,   shall  promptly  appoint  a  successor   Administrative   Trustee  or
Administrative   Trustees,   and  such  successor   Administrative   Trustee  or
Administrative Trustees shall comply with the applicable requirements of Section
8.11. If no successor  Trustee with respect to the Trust  Securities  shall have
been so appointed by the Holder of the Common  Securities  or the Holders of the
Preferred Securities, as the case may be, and accepted appointment in the manner
required by Section 8.11, any  Securityholder  who has been a Securityholder for
at least  six  months  may,  on  behalf of such  Securityholder  and all  others
similarly  situated,   petition  a  court  of  competent  jurisdiction  for  the
appointment of a successor Trustee.

      The  Property  Trustee  shall  give  notice of each  resignation  and each
removal of a Relevant Trustee and each appointment of a successor Trustee to all
Securityholders in the



                                       39
<PAGE>

manner  provided in Section 10.08 and shall give notice to the  Depositor.  Each
notice shall  include the name of the  successor  Trustee and the address of its
Corporate Trust office if it is the Property Trustee.

      Subject to the foregoing or any other  provision of this Trust  Agreement,
in the event any  Administrative  Trustee or a Delaware Trustee who is a natural
person  dies  or  becomes,  in the  opinion  of the  Depositor,  incompetent  or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by (a) the unanimous act of the remaining  Administrative  Trustees if
there  are at least  two of them or (b)  otherwise  by the  Depositor  (with the
successor in each case being a Person who satisfies the eligibility  requirement
for  Administrative  Trustees or the Delaware  Trustee,  as the case may be, set
forth in Section 8.07).

      8.11  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.  In case of the  appointment
hereunder  of a  successor  Trustee,  the  retiring  Relevant  Trustee  and each
successor Trustee shall execute and deliver an instrument wherein each successor
Trustee shall accept such appointment and which shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor  Trustee all the  rights,  powers,  trusts and duties of the  retiring
Relevant  Trustee with respect to the Trust  Securities and the Trust,  and upon
the execution and delivery of such instrument, the resignation or removal of the
retiring  Relevant Trustee shall become effective to the extent provided therein
and each such  successor  Trustee,  without any further act, deed or conveyance,
shall  become  vested  with all the  rights,  powers,  trusts  and duties of the
retiring  Relevant  Trustee with respect to the Trust  Securities and the Trust;
but, on request of the Trust or any  successor  Trustee such  retiring  Relevant
Trustee shall duly assign,  transfer and deliver to such  successor  Trustee all
Trust Property,  all proceeds  thereof and money held by such retiring  Relevant
Trustee  hereunder  with  respect to the Trust  Securities  and the Trust.  Upon
request of any such  successor  Trustee,  the Trust  shall  execute  any and all
instruments  for more  fully and  certainly  vesting in and  confirming  to such
successor  Trustee  all  such  rights,  powers  and  trusts  referred  to in the
immediately preceding paragraph,  as the case may be. No successor Trustee shall
accept its  appointment  unless at the time of such  acceptance  such  successor
Trustee shall be qualified and eligible under this Article.

      8.12 MERGER,  CONVERSION,  CONSOLIDATION  OR SUCCESSION  TO BUSINESS.  Any
Person  into  which a  Trustee  that is not a  natural  person  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 corporation  succeeding to all or substantially  all the corporate
trust business of such Relevant Trustee, shall be the successor of such Relevant
Trustee  hereunder,  provided  such  Person  shall be  otherwise  qualified  and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

      8.13 PREFERENTIAL  COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST. If and
when the Property  Trustee shall be or become a creditor of the Depositor or the
Trust (or any other obligor upon the Junior Subordinated Debentures or the Trust
Securities), the Property Trustee shall be subject to and shall take all actions
necessary  in order to comply with the  provisions  of the Trust  Indenture  Act
regarding the  collection of claims  against the Depositor or Trust (or any such
other obligor).

      8.14  REPORTS BY PROPERTY TRUSTEE.


                                       40
<PAGE>

            (a) Not later  than July 31 of each  year  commencing  with July 31,
      2001,  the  Property  Trustee  shall  transmit to all  Securityholders  in
      accordance with Section 10.08, and to the Depositor,  a brief report dated
      as of the preceding December 31 with respect to:

                  (i) its eligibility under Section 8.07 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
      Securityholders  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  each
      national  securities  exchange or other  organization upon which the Trust
      Securities may be listed, with the Commission and with the Depositor.

      8.15 REPORTS TO THE PROPERTY TRUSTEE. The Depositor and the Administrative
Trustees  on behalf of the Trust  shall  provide to the  Property  Trustee  such
documents,  reports  and  information  as  required  by Section 314 of the Trust
Indenture Act (if any) and the compliance certificate required by Section 314(a)
of the Trust  Indenture Act in the form, in the manner and at the times required
by Section 314 of the Trust Indenture Act.

      8.16  EVIDENCE  OF  COMPLIANCE  WITH  CONDITIONS  PRECEDENT.  Each  of the
Depositor and the  Administrative  Trustees on behalf of the Trust shall provide
to the  Property  Trustee  such  evidence  of  compliance  with  the  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.

      8.17  NUMBER OF TRUSTEES.

            (a) The number of Trustees  shall be four,  provided that the Holder
      of the Common  Securities by written  instrument  may increase or decrease
      the  number of  Administrative  Trustees.  The  Property  Trustee  and the
      Delaware Trustee may be the same Person.

            (b) If a Trustee ceases to hold office for any reason and the number
      of Administrative  Trustees is not reduced pursuant to Section 8.17(a), or
      if the number of Trustees is  increased  pursuant  to Section  8.17(a),  a
      vacancy shall occur. The vacancy shall be filled with a Trustee  appointed
      in accordance with Section 8.10.




                                       41
<PAGE>

            (c)  The  death,  resignation,   retirement,   removal,  bankruptcy,
      incompetence  or  incapacity  to perform the duties of a Trustee shall not
      operate  to  annul  the  Trust.  Whenever  a  vacancy  in  the  number  of
      Administrative  Trustees shall occur,  until such vacancy is filled by the
      appointment of an Administrative  Trustee in accordance with Section 8.10,
      the  Administrative  Trustees in office,  regardless  of their number (and
      notwithstanding any other provision of this Agreement), shall have all the
      powers granted to the Administrative  Trustees and shall discharge all the
      duties imposed upon the Administrative Trustees by this Trust Agreement.

      8.18  DELEGATION OF POWER.

            (a) Any Administrative  Trustee 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 2.07(a)(i); and

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

      8.19 VOTING.  Except as otherwise  provided in this Trust  Agreement,  the
consent or approval of the  Administrative  Trustees  shall  require  consent or
approval  by not less than a majority  of the  Administrative  Trustees,  unless
there are only two, in which case both must consent.

      8.20 MAINTENANCE OF LISTING.  The Administrative  Trustees shall use their
best efforts to maintain the listing of the Preferred Securities on The American
Stock Exchange LLC or another national exchange or the National Market System of
The Nasdaq Stock Market for so long as the Preferred  Securities  are issued and
outstanding;  provided, however, that any redemption of the Trust Securities, in
whole or in part,  effected  in  accordance  with the  provisions  of this Trust
Agreement shall not cause or result in a violation of this Section 8.20.

                                   ARTICLE IX
                       DISSOLUTION, LIQUIDATION AND MERGER

      9.01 DISSOLUTION UPON EXPIRATION DATE. Unless earlier dissolved, the Trust
shall automatically  dissolve on _______________,  2035 (the "Expiration Date"),
and  thereafter  the Trust  Property  shall be  distributed  in accordance  with
Section 9.04.

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

          (a) the  occurrence  of a  Bankruptcy  Event  in  respect  of,  or the
     dissolution or liquidation of, the Depositor;




                                       42
<PAGE>

          (b)  delivery  of written  direction  to the  Property  Trustee by the
     Depositor at any time (which  direction  is wholly  optional and within the
     discretion  of the  Depositor)  to dissolve  the Trust and  distribute  the
     Junior  Subordinated  Debentures  to  Securityholders  in exchange  for the
     Preferred Securities in accordance with Section 9.04;

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

          (d) an order for dissolution of the Trust shall have been entered by a
     court of competent jurisdiction.

      9.03 TERMINATION.  The respective  obligations and responsibilities of the
Trustees and the Trust created and  continued  hereby shall  terminate  upon the
latest to occur of the following:

          (a) the distribution by the Property Trustee to  Securityholders  upon
     the  liquidation  of the  Trust  pursuant  to  Section  9.04,  or upon  the
     redemption of all of the Trust Securities  pursuant to Section 4.02, of all
     amounts required to be distributed  hereunder upon the final payment of the
     Trust Securities;

          (b) the payment of any expenses owed by the Trust;

          (c) the discharge of all  administrative  duties of the Administrative
     Trustees,  including the performance of any tax reporting  obligations with
     respect to the Trust or the Securityholders, and

          (d) the filing of a certificate of  cancellation of the Certificate of
     Trust by the Administrative Trustee under the Delaware Business Trust Act.

      9.04  LIQUIDATION.

          (a) If an Early Termination Event specified in clause (a), (b), or (d)
     of Section  9.02  occurs or upon the  Expiration  Date,  the Trust shall be
     liquidated by the Trustees as expeditiously as the Trustees determine to be
     possible by distributing, after satisfaction of liabilities to creditors of
     the Trust as provided by Section 3808(e) of the Delaware Business Trust Act
     and any other  applicable  law,  to each  Securityholder  a Like  Amount of
     Junior  Subordinated  Debentures,  subject  to Section  9.04(d).  Notice of
     liquidation  shall be given by the Property  Trustee by  first-class  mail,
     postage  prepaid,  mailed  not later than 30 nor more than 60 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




                                       43
<PAGE>

               (iii) provide such  information  with respect to the mechanics by
          which Holders may exchange Trust  Securities  certificates  for Junior
          Subordinated  Debentures,  or if  Section  9.04(d)  applies  receive a
          Liquidation  Distribution,  as  the  Administrative  Trustees  or  the
          Property Trustee shall deem appropriate.

          (b) Except  where  Section  9.02(c) or  9.04(d)  applies,  in order to
     effect  the  liquidation  of the  Trust  and  distribution  of  the  Junior
     Subordinated  Debentures  to  Securityholders,  the Property  Trustee shall
     establish a record date for such distribution (which shall be not more than
     45 days  prior to the  Liquidation  Date)  and,  either  itself  acting  as
     exchange  agent or through the  appointment of a separate  exchange  agent,
     shall establish such procedures as it shall deem  appropriate to effect the
     distribution  of  Junior  Subordinated   Debentures  in  exchange  for  the
     Outstanding Trust Securities Certificates.

          (c)  Except  where  Section  9.02(c)  or  9.04(d)  applies,  after the
     Liquidation  Date, (i) the Trust  Securities will no longer be deemed to be
     Outstanding,  (ii)  certificates  (or, at the  election of the  Depositor a
     Global Subordinated Debenture,  subject to the provisions of the Indenture)
     representing a Like Amount of Junior Subordinated Debentures will be issued
     to  Holders  of  Trust  Securities  Certificates  upon  surrender  of  such
     certificates  to the  Administrative  Trustees or their agent for exchange,
     (iii) the  Depositor  shall use its  reasonable  efforts to have the Junior
     Subordinated  Debentures  listed on the American  Stock Exchange or on such
     other securities exchange or other organization as the Preferred Securities
     may then be listed or traded, (iv) any Trust Securities Certificates not so
     surrendered  for  exchange  will be deemed to  represent  a Like  Amount of
     Junior Subordinated Debentures,  accruing interest at the rate provided for
     in the Junior  Subordinated  Debentures from the last  Distribution Date on
     which a Distribution was made on such Trust Securities  Certificates  until
     such  certificates are so surrendered  (and until such  certificates are so
     surrendered,  no payments of interest or principal  will be made to Holders
     of Trust Securities  Certificates with respect to such Junior  Subordinated
     Debentures) and (v) all rights of Securityholders  holding Trust Securities
     will  cease,  except the right of such  Securityholders  to receive  Junior
     Subordinated Debentures upon surrender of Trust Securities Certificates.

          (d) In the event that,  notwithstanding  the other  provisions of this
     Section  9.04,  whether  because of an order for  dissolution  entered by a
     court of competent  jurisdiction  or otherwise,  distribution of the Junior
     Subordinated  Debentures in the manner provided herein is determined by the
     Property Trustee not to be practical,  the 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 Trust,  Securityholders  will be entitled to receive out
     of the assets of the Trust available for  distribution to  Securityholders,
     after  satisfaction of liabilities to creditors of the Trust as provided by
     Section 3808(e) of the Delaware Business Trust Act and any other applicable
     law, an amount  equal to the  Liquidation  Amount per Trust  Security  plus
     accumulated and unpaid  Distributions  thereon to the date of payment (such
     amount   being  the   "Liquidation   Distribution").   If,  upon  any  such
     dissolution,  the Liquidation Distribution can be paid only in part because
     the Trust has  insufficient  assets  available to pay in full the aggregate
     Liquidation  Distribution,  then, subject to the next succeeding  sentence,
     the amounts payable by the Trust on the Trust Securities shall be paid on a
     pro rata basis (based upon Liquidation  Amounts).  The Holder of the Common
     Securities will be entitled to receive  Liquidation  Distributions upon any
     such  dissolution,  pro



                                       44
<PAGE>

     rata (determined as aforesaid) with Holders of Preferred Securities, except
     that, if a Debenture  Event of Default has occurred and is continuing,  the
     Preferred  Securities shall have a priority over the Common Securities with
     respect to any distributions.

      9.05 MERGERS, CONSOLIDATIONS,  AMALGAMATIONS OR REPLACEMENTS OF THE TRUST.
The Trust may not merge with or into,  consolidate,  amalgamate,  or be replaced
by, or convey,  transfer or lease its properties and assets  substantially as an
entirety to any  corporation  or other Person,  except  pursuant to this Section
9.05. At the request of the  Depositor,  with the consent of the  Administrative
Trustees and without the consent of the Holders of the Preferred Securities, the
Property  Trustee  or the  Delaware  Trustee,  the Trust may merge with or into,
consolidate,  amalgamate,  be  replaced  by or  convey,  transfer  or lease  its
properties and assets  substantially as an entirety to a trust organized as such
under the laws of any state; provided, that (i) such successor entity either (a)
expressly  assumes  all of the  obligations  of the Trust  with  respect  to the
Preferred  Securities  or (b)  substitutes  for the Preferred  Securities  other
securities having  substantially the same terms as the Preferred Securities (the
"Successor Securities") so long as the Successor Securities rank the same as the
Preferred Securities rank in priority with respect to distributions and payments
upon  liquidation,  redemption  and  otherwise,  (ii)  the  Depositor  expressly
appoints a trustee of such successor entity  possessing  substantially  the same
powers  and  duties  as the  Property  Trustee  as  the  holder  of  the  Junior
Subordinated  Debentures,  (iii)  such  merger,   consolidation,   amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders of the Preferred Securities (including
any Successor  Securities) in any material  respect,  (iv) such successor entity
has a purpose identical to that of the Trust, (v) the Successor  Securities will
be listed or traded on any national securities exchange or other organization on
which the Preferred  Securities  may then be listed,  (vi) prior to such merger,
consolidation,  amalgamation,  replacement,  conveyance,  transfer or lease, the
Depositor has received an Opinion of Counsel  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  Preferred  Securities  (including  any
Successor  Securities) in any material  respect,  and (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the  Trust  nor  such  successor  entity  will be  required  to  register  as an
"investment  company" under the  Investment  Company Act and (vii) the Depositor
owns all of the Common  Securities of such  successor  entity and guarantees the
obligations of such successor entity under the Successor  Securities at least to
the extent provided by the Guarantee.  Notwithstanding the foregoing,  the Trust
shall not,  except with the consent of Holders of 100% in Liquidation  Amount of
the Preferred  Securities,  consolidate,  amalgamate,  merge with or into, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to any other  Person or permit any other  Person to  consolidate,
amalgamate,   merge  with  or  into,  or  replace  it,  if  such  consolidation,
amalgamation,  merger or  replacement  would  cause  the Trust or the  successor
entity to be classified as other than a grantor trust for United States  federal
income tax purposes.




                                       45
<PAGE>

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

      10.01 LIMITATION OF RIGHTS OF SECURITYHOLDERS.  The 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
representatives or heirs of such Person, to claim an accounting, take any action
or bring any  proceeding  in any  court for a  partition  or  winding-up  of the
arrangements  contemplated hereby, nor otherwise affect the rights,  obligations
and liabilities of the parties hereto or any of them.

      10.02 AMENDMENT.

            (a) This Trust  Agreement  may be  amended  from time to time by the
      Trustees and the  Depositor,  without the consent of any  Securityholders,
      (i) as provided in Section 8.11 with respect to acceptance of  appointment
      by a successor Trustee, (ii) to cure any ambiguity,  correct or supplement
      any provision  herein or therein which may be inconsistent  with any other
      provision herein or therein,  or to make any other provisions with respect
      to matters or questions arising under this Trust Agreement, that shall not
      be  inconsistent  with the other  provisions of this Trust  Agreement,  or
      (iii)  to  modify,  eliminate  or add  to any  provisions  of  this  Trust
      Agreement  to such extent as shall be  necessary  to ensure that the Trust
      will be  classified  for United  States  federal  income tax purposes as a
      grantor trust at all times that any Trust Securities are Outstanding or to
      ensure that the Trust will not be  required to register as an  "investment
      company" under the Investment Company Act; provided,  however, that in the
      case of  clause  (ii),  such  action  shall  not  adversely  affect in any
      material respect the interests of any  Securityholder,  and any amendments
      of this Trust  Agreement  shall become  effective  when notice  thereof is
      given to the Securityholders.

            (b)  Except as  provided  in Section  6.01(c)  or  Section  10.02(c)
      hereof,  any  provision  of this  Trust  Agreement  may be  amended by the
      Trustees  and the  Depositor  (i)  with  the  consent  of  Securityholders
      representing not less than a majority (based upon Liquidation  Amounts) of
      the  Trust  Securities  then  Outstanding  and (ii)  upon  receipt  by the
      Trustees of an Opinion of Counsel to the effect that such amendment or the
      exercise  of any power  granted to the  Trustees in  accordance  with such
      amendment will not affect the Trust's status as a grantor trust for United
      States federal income tax purposes or the 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 Securityholder (such
      consent being  obtained in  accordance  with Section 6.03 or 6.06 hereof),
      this Trust Agreement may not be amended to (i) change the amount or timing
      of any distribution on the Trust Securities or otherwise  adversely affect
      the amount of any distribution required to be made in respect of the Trust
      Securities  as of a  specified  date  or  (ii)  restrict  the  right  of a
      Securityholder  to institute suit for the  enforcement of any such payment
      on or after such date; notwithstanding any other provision herein, without
      the unanimous consent of the Securityholders  (such consent being obtained
      in  accordance  with Section 6.03 or 6.06 hereof),  this  paragraph (c) of
      this Section 10.02 may not be amended.




                                       46
<PAGE>

            (d) Notwithstanding any other provisions of this Trust Agreement, no
      Trustee  shall  enter  into or  consent  to any  amendment  to this  Trust
      Agreement  which would cause the Trust to fail or cease to qualify for the
      exemption  from status of an  "investment  company"  under the  Investment
      Company Act or to fail or cease to be  classified  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,  this Trust Agreement may
      not be amended in a manner which imposes any additional  obligation on the
      Depositor.

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

            (g) Neither the Property  Trustee nor the Delaware  Trustee shall be
      required to enter into any amendment to this Trust Agreement which affects
      its own  rights,  duties or  immunities  under this Trust  Agreement.  The
      Property Trustee shall be entitled to receive an Opinion of Counsel and an
      Officers'  Certificate  stating that any amendment to this Trust Agreement
      is in compliance with this Trust Agreement.

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

      10.04  GOVERNING LAW. THIS TRUST  AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF EACH OF THE SECURITYHOLDERS,  THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS
TRUST AGREEMENT AND THE TRUST  SECURITIES  SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES).

      10.05 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
which is a Business  Day (except as otherwise  provided in Sections  4.01(a) and
4.02(d)),  with the same force and  effect as though  made on the date fixed for
such payment,  and no Distribution shall accumulate thereon for the period after
such date.

      10.06  SUCCESSORS.  This Trust  Agreement  shall be binding upon and shall
inure  to the  benefit  of any  successor  to the  Depositor,  the  Trust or the
Relevant  Trustee(s),  including  any  successor by operation of law.  Except in
connection with a consolidation,  merger or sale involving the Depositor that is
permitted  under  Article  Twelve 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.

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




                                       47
<PAGE>

      10.08 REPORTS,  NOTICES AND DEMANDS. Any report,  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 any  Securityholder  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 Preferred  Securities,  to
such Securityholder as such  Securityholder's name and address may appear on the
Securities Register;  and (b) in the case of the Holder of the Common Securities
or the  Depositor,  to Blue Valley Ban Corp.,  11935 Riley,  Overland  Park,  KS
66225-6128,  Attention:  Chief Executive Officer; Facsimile No.: (913) 338-2801.
Any notice to the  Holders of the  Preferred  Securities  shall also be given to
such Owners as have, within two years preceding the giving of such notice, filed
their names and  addresses  with the  Property  Trustee for that  purpose.  Such
notice,  demand  or other  communication  to or upon a  Securityholder  shall be
deemed to have been  sufficiently  given or made,  for all  purposes,  upon hand
delivery, mailing or transmission.

      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
Trust,  the Property  Trustee or the  Administrative  Trustees shall be given in
writing  addressed (until another address is published by the Trust) as follows:
(a)  with  respect  to  the  Property  Trustee  to  1100  North  Market  Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration;  (b) with
respect to the  Delaware  Trustee,  to 1100  North  Market  Street,  Wilmington,
Delaware 19890, Attention: Corporate Trust Administration;  and (c) with respect
to the Administrative  Trustees, to them at the address above for notices to the
Depositor, marked "Attention:  Administrative Trustees of BVBC Capital Trust I."
Such notice,  demand or other communication to or upon the Trust or the Property
Trustee shall be deemed to have been sufficiently given or made only upon actual
receipt of the writing by the Trust or the Property Trustee.

      10.09  AGREEMENT  NOT TO PETITION.  Each of the Trustees and the Depositor
agree for the benefit of the  Securityholders  that, until at least one year and
one day after the Trust has been  terminated in accordance with Article IX, they
shall not file, or join in the filing of, a petition against the Trust under any
bankruptcy, 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 Trust under
any Bankruptcy Law. In the event the Depositor takes action in violation of this
Section 10.09, the Property Trustee agrees, for the benefit of  Securityholders,
that at the expense of the Depositor  (which  expense shall be paid prior to the
filing), it shall file an answer with the bankruptcy court or otherwise properly
contest the filing of such  petition by the  Depositor  against the Trust or the
commencement  of such action and raise the defense that the Depositor has agreed
in  writing  not to take  such  action  and  should  be  stopped  and  precluded
therefrom. The provisions of this Section 10.09 shall survive the termination of
this Trust Agreement.




                                       48
<PAGE>

      10.10 TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

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

            (b) The  Property  Trustee  shall  be the  only  Trustee  which is a
      trustee for the purposes of the Trust Indenture Act.

            (c) If any  provision  hereof  limits,  qualifies or conflicts  with
      another  provision  hereof  which is required to be included in this Trust
      Agreement  by any of the  provisions  of the  Trust  Indenture  Act,  such
      required provision shall control. If any provision of this Trust Agreement
      modifies or excludes any provision of the Trust Indenture Act which may be
      so modified or excluded,  the latter provision shall be deemed to apply to
      this Trust Agreement as so modified or to be excluded, as the case may be.

            (d)  The  application  of the  Trust  Indenture  Act to  this  Trust
      Agreement  shall not affect the nature of the Trust  Securities  as equity
      securities  representing  undivided  beneficial interests in the assets of
      the Trust.

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

      10.12 COUNTERPARTS.  This Trust Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
and all of  which  counterparts  together  shall  constitute  one  and the  same
agreement.

      10.13 EXCHANGE ACT OBLIGATIONS.  For so long as the Trust Securities shall
remain Outstanding, Depositor shall fulfill all reporting and filing obligations
under  the  Securities  Exchange  Act of 1934,  as  amended,  as  applicable  to
companies  having a class of securities  registered under Section 12(b) or 12(g)
thereunder.




                                       49
<PAGE>

                                    BLUE VALLEY BAN CORP.,
                                    as Depositor


                                    By: ______________________________________
                                        Robert D. Regnier
                                        Chief Executive Officer


                                    WILMINGTON TRUST COMPANY,
                                    as Property Trustee


                                    By: ______________________________________
                                    Name: ____________________________________
                                    Title: ___________________________________


                                    WILMINGTON TRUST COMPANY,
                               as Delaware Trustee


                                    By: ______________________________________
                                    Name: ____________________________________
                                    Title: ___________________________________


                                    __________________________________________
                                    Robert D. Regnier, as Administrative Trustee


                                    __________________________________________
                                    Mark A. Fortino, as Administrative Trustee








                                       50
<PAGE>



                                    EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                              BVBC CAPITAL TRUST I


      THIS CERTIFICATE OF TRUST OF BVBC CAPITAL TRUST I (the "Trust"),  dated as
of March 30, 2000, is being duly executed and filed by WILMINGTON TRUST COMPANY,
a Delaware banking  corporation,  as Delaware trustee, and Robert D. Regnier and
Mark A. Fortino,  each an  individual,  as  administrative  trustees,  to form a
business trust under the Delaware  Business Trust Act (12 Del. C. ss.ss. 3801 et
seq.)

     1. NAME. The name of the business trust formed hereby is BVBC Capital Trust
I.

     2. DELAWARE  TRUSTEE.  The name and business  address of the trustee of the
Trust in the State of Delaware  are  Wilmington  Trust  Company,  Rodney  Square
North,  1100  North  Market  Street,  Wilmington,  New Castle  County,  Delaware
19890-0001, Attention: Corporate Trust Administration.

     3. EFFECTIVE  DATE.  This  Certificate of Trust shall be effective upon the
date and timing of filing.

     4.  COUNTERPARTS.  This Certificate of Trust may be executed in one or more
counterparts.

     IN WITNESS WHEREOF, the undersigned,  being the sole trustees of the Trust,
have executed this Certificate of Trust as of the date first above written.

                                    WILMINGTON TRUST COMPANY,
                                    as Delaware trustee



                                    ___________________________________________
                                    Name:  Kathleen A. Pedelini
                                    Title:  Administrative Account Manager



                                    ___________________________________________
                                    Robert D. Regnier, Administrative Trustee



                                    ___________________________________________
                                    Mark A. Fortino, Administrative Trustee




                                       51
<PAGE>



                                    EXHIBIT B

                    FORM OF CERTIFICATE DEPOSITORY AGREEMENT



                                       52
<PAGE>



                                    EXHIBIT C

CERTIFICATE NUMBER     C-1                        NUMBER OF COMMON SECURITIES
                                                                     38,660


                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                              BVBC CAPITAL TRUST I

                            _____% COMMON SECURITIES
                       (LIQUIDATION AMOUNT $8.00 PER COMMON SECURITY)


      BVBC CAPITAL TRUST I, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Blue Valley Ban Corp.
(the  "Holder") is the  registered  owner of  Thirty-Eight  Thousand Six Hundred
Sixty  (38,660)  securities  of  the  Trust  representing  undivided  beneficial
interests in the assets of the Trust and designated the _____% Common Securities
(liquidation  amount $8.00 per Common  Security) (the "Common  Securities").  In
accordance  with Section 5.10 of the Trust  Agreement  (as defined  below),  the
Common  Securities are not transferable and any attempted  transfer hereof shall
be void. The designations,  rights, privileges,  restrictions,  preferences, and
other terms and  provisions of the Common  Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall in
all respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of  ______________,  2000, as the same may
be amended from time to time (the "Trust Agreement"),  including the designation
of the terms of Common Securities as set forth therein. The Trust will furnish a
copy of the Trust Agreement to the Holder without charge upon written request to
the Trust at its principal place of business or registered office.  Upon receipt
of this certificate,  the Holder is bound by the Trust Agreement and is entitled
to the benefits thereunder.

      IN WITNESS WHEREOF,  one of the  Administrative  Trustees of the Trust has
executed this certificate this ______ day of ____________, 2000.

                              BVBC CAPITAL TRUST I



                                    By:________________________________________
                                       _________________, Administrative Trustee




                                       53
<PAGE>

                                    EXHIBIT D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES


      AGREEMENT AS TO EXPENSES AND LIABILITIES  (this  "Agreement")  dated as of
________________, 2000, between BLUE VALLEY BAN CORP., a Kansas corporation (the
"Company"), and BVBC CAPITAL TRUST I, a Delaware business trust (the "Trust").

                                    RECITALS

      WHEREAS,  the Trust  intends to issue its common  securities  (the "Common
Securities") to, and receive  Debentures from, the Company and to issue and sell
up to 1,437,500  _____%  Cumulative  Trust Preferred  Securities (the "Preferred
Securities")  with such powers,  preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust  Agreement of the Trust dated
as of  ______________,  2000,  as the same may be amended from time to time (the
"Trust Agreement");

     WHEREAS,  the Company shall  directly or  indirectly  own all of the Common
Securities of the Trust and shall issue the Debentures;

      NOW,  THEREFORE,  in  consideration  of the purchase by each holder of the
Preferred Securities, which purchase the Company hereby agrees shall benefit the
Company and which  purchase the Company  acknowledges  shall be made in reliance
upon the execution and delivery of this Agreement, the Company, including in its
capacity  as holder of the  Common  Securities,  and the Trust  hereby  agree as
follows:

                                    ARTICLE I

      Section 1.1.  Guarantee by the Company.

      Subject to the terms and conditions hereof, the Company,  including in its
capacity  as  holder  of  the  Common   Securities,   hereby   irrevocably   and
unconditionally  guarantees to each person or entity to whom the Trust is now or
hereafter becomes indebted or liable (the "Beneficiaries") the full payment when
and as  due,  of any  and  all  Obligations  (as  hereinafter  defined)  to such
Beneficiaries.  As used  herein,  "Obligations"  means any  costs,  expenses  or
liabilities  of the Trust other than  obligations of the Trust to pay to holders
of any Preferred  Securities or other similar interests in the Trust the amounts
due such holders pursuant to the terms of the Preferred Securities or such other
similar interests,  as the case may be. This Agreement is intended to be for the
benefit of, and to be  enforceable  by, all such  Beneficiaries,  whether or not
such Beneficiaries have received notice hereof.

      Section 1.2.  Term of Agreement.

      This Agreement  shall terminate and be of no further force and effect upon
the later of (a) the date on which  full  payment  has been made of all  amounts
payable to all holders of all the Preferred Securities (whether upon redemption,
liquidation,  exchange  or  otherwise);  and (b) the date on which  there are no
Beneficiaries remaining;  provided,  however, that this Agreement shall continue
to be effective or shall be  reinstated,  as the case may be, if at any time any
holder of



                                       54
<PAGE>


Preferred  Securities or any  Beneficiary  must restore payment of any
sums paid  under the  Preferred  Securities,  under  any  obligation,  under the
Preferred  Securities  Guarantee  Agreement dated the date hereof by the Company
and Wilmington Trust Company,  as guarantee trustee, or under this Agreement for
any reason whatsoever. This Agreement is continuing, irrevocable,  unconditional
and absolute.

      Section 1.3.  Waiver of Notice.

      The Company  hereby waives  notice of acceptance of this  Agreement and of
any  obligation to which it applies or may apply,  and the Company hereby waives
presentment,  demand  for  payment,  protest,  notice of  nonpayment,  notice of
dishonor, notice of redemption and all other notices and demands.

      Section 1.4.  No Impairment.

      The  obligations,  covenants,  agreements  and duties of the Company under
this  Agreement  shall  in no way be  affected  or  impaired  by  reason  of the
happening from time to time of any of the following:

      (a) the  extension  of time  for the  payment  by the  Trust of all or any
portion of the Obligations or for the performance of any other obligation under,
arising out of, or in connection with, the Obligations;

      (b) any failure,  omission,  delay or lack of diligence on the part of the
Beneficiaries  to enforce,  assert or exercise  any right,  privilege,  power or
remedy  conferred on the  Beneficiaries  with respect to the  Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or

      (c) the voluntary or  involuntary  liquidation,  dissolution,  sale of any
collateral, receivership,  insolvency, bankruptcy, assignment for the benefit of
creditors,  reorganization,  arrangement composition or readjustment of debt of,
or other similar  proceedings  affecting,  the Trust or any of the assets of the
Trust.

There shall be no obligation of the  Beneficiaries  to give notice to, or obtain
the  consent  of,  the  Company  with  respect  to the  happening  of any of the
foregoing.

      Section 1.5.  Enforcement.

      A Beneficiary may enforce this Agreement directly against the Company, and
the  Company  waives any right or remedy to  require  that any action be brought
against the Trust or any other person or entity  before  proceeding  against the
Company.

                                   ARTICLE II

      Section 2.1.  Binding Effect.

      All guarantees and agreements  contained in this Agreement  shall bind the
successors,  assigns, receivers, trustees and representatives of the Company and
shall inure to the benefit of the Beneficiaries.




                                       55
<PAGE>


      Section 2.2.  Amendment.

      So long as there remains any  Beneficiary  or any Preferred  Securities of
any series are  outstanding,  this Agreement shall not be modified or amended in
any  manner  adverse to such  Beneficiary  or to the  holders  of the  Preferred
Securities.

      Section 2.3.  Notices.

      Any notice,  request or other  communication  required or  permitted to be
given  hereunder  shall be given in writing by delivering  the same by facsimile
transmission  (confirmed by mail),  telex,  or by registered or certified  mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of an answer back, if sent by telex):

            Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, Delaware 19890
            Facsimile No.: (302) 651-1576
            Attention: Corporate Trust Administration

            Blue Valley Ban Corp.
            11935 Riley
            Overland Park, Kansas  66225-6128
            Facsimile No.: (913) 338-2801
            Attention: Robert D. Regnier, Chief Executive Officer

      Section 2.4.  Governing Law.

      This  agreement  shall be governed by and  construed  and  interpreted  in
accordance  with the laws of the State of Kansas  (without regard to conflict of
laws principles).

      THIS AGREEMENT is executed as of the day and year first above written.

                                   BLUE VALLEY BAN CORP.



                                   By:_________________________________________
                                   Robert D. Regnier, Chief Executive Officer


                                   BVBC CAPITAL TRUST I



                                   By:_________________________________________
                                      _________________, Administrative Trustee




                                       56
<PAGE>


                                    EXHIBIT E

      This Preferred Security is a Book-Entry Preferred  Securities  Certificate
within  the  meaning  of the  Trust  Agreement  hereinafter  referred  to and is
registered in the name of The Depository  Trust Company,  a New York corporation
(the  "Depositary") or a nominee of the Depositary.  This Preferred  Security is
exchangeable for Preferred  Securities  registered in the name of a person other
than the Depositary or its nominee only in the limited  circumstances  described
in the Trust  Agreement  (as defined  below) and no  transfer of this  Preferred
Security  (other  than a transfer of this  Preferred  Security as a whole by the
Depositary to a nominee of the  Depositary or by a nominee of the  Depositary to
the Depositary or another nominee of the Depositary) may be registered except in
limited circumstances.

      Unless  this   Preferred   Security   is   presented   by  an   authorized
representative  of the  Depositary  to BVBC  Capital  Trust I or its  agent  for
registration of transfer, exchange or payment, and any Preferred Security issued
is  registered  in the name of Cede & Co., or such other name as requested by an
authorized  representative  of the Depositary (and any payment hereon is made to
Cede  &  Co.  or  to  such  other  entity  as  is  requested  by  an  authorized
representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  inasmuch as the  registered
owner hereof, Cede & Co. has an interest herein.





                                       57