Exhibit 4.13


                 [FORM OF AMENDED AND RESTATED TRUST AGREEMENT]
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                      AMENDED AND RESTATED TRUST AGREEMENT

                                      among

                              OLD NATIONAL BANCORP,

                                  as Depositor,

                           BANK ONE TRUST COMPANY, NA,

                              as Property Trustee,

                            BANK ONE DELAWARE, INC.,

                               as Delaware Trustee

                                       and

                               the Administrators

                                       and

                   the several Holders of the Trust Securities

                                  dated as of ,

                              ONB CAPITAL TRUST II

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<PAGE>

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

Trust Indenture                                     Sections of this
Act Section                                         Trust Agreement

Section 310(a)(1)....................................   8.7(a)
(a)(2)...............................................   8.7(a)
(a)(3)...............................................   8.9(b)
(a)(4)...............................................   8.5, 2.7(a)(ii)(E)
(b)..................................................   8.8
Section 311(a).......................................   8.13
(b)..................................................   8.13
Section 312(a).......................................   5.8
(b)..................................................   5.8
(c)..................................................   5.8
Section 313(a).......................................   8.14(a)
(b)..................................................   8.14(a)
(c)..................................................   8.14(a), 10.8
Section 314(a).......................................   8.15
(b)..................................................   Not Applicable
(c)(1)...............................................   8.16
(c)(2)...............................................   8.16
(c)(3)...............................................   Not Applicable
(d)..................................................   Not Applicable
(e)..................................................   1.1, 8.16
Section 315(a).......................................   8.1(a), 8.1(d), 8.3(a)
(b)..................................................   8.2, 10.8
(c)..................................................   8.1(d)
(d)..................................................   8.1
(e)..................................................   Not Applicable
Section 316(a).......................................   Not Applicable
(a)(1)(A)............................................   Not Applicable
(a)(1)(B)............................................   Not Applicable
(a)(2)...............................................   Not Applicable
(b)..................................................   5.13
(c)..................................................   6.7
Section 317(a).......................................   Not Applicable
(b)..................................................   5.10, 8.2
Section 318(a).......................................   10.10

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to
be a part of the Trust Agreement and shall not affect the interpretation of any
of its terms or provisions.

<PAGE>

<TABLE>
<CAPTION>
                                                    TABLE OF CONTENTS



                                                         ARTICLE I

<S>                                                                                                          <C>
                                                        DEFINED TERMS

Section 1.1.   Definitions.....................................................................................1

                                                        ARTICLE II


                                                ESTABLISHMENT OF THE TRUST

Section 2.1.   Name...........................................................................................10
Section 2.2.   Office of the Delaware Trustee; Principal Place of Business of the Trust.......................11
Section 2.3.   Initial Contribution of Trust Property; Organizational Expenses................................11
Section 2.4.   Issuance of the Preferred Securities...........................................................11
Section 2.5.   Issuance of the Common Securities; Subscription and Purchase of Debentures.....................11
Section 2.6.   Declaration of Trust...........................................................................12
Section 2.7.   Authorization to Enter into Certain Transactions...............................................12
Section 2.8.   Assets of Trust................................................................................16
Section 2.9.   Title to Trust Property........................................................................16

                                                        ARTICLE III


                                                      PAYMENT ACCOUNT

Section 3.1.   Payment Account................................................................................17

                                                        ARTICLE IV


                                           CERTAIN TERMS OF THE TRUST SECURITIES

Section 4.1.   Distributions..................................................................................17
Section 4.2.   Redemption.....................................................................................18
Section 4.3.   Subordination of Common Securities.............................................................20
Section 4.4.   Payment Procedures.............................................................................21
Section 4.5.   Tax Returns and Reports........................................................................21
Section 4.6.   Payments Under Indenture or Pursuant to Direct Actions.........................................21

                                                         ARTICLE V


                                               TRUST SECURITIES CERTIFICATES

Section 5.1.   Initial Ownership..............................................................................22
Section 5.2.   The Trust Securities Certificates..............................................................22
Section 5.3.   Execution and Delivery of Trust Securities Certificates........................................22
Section 5.4.   Book-Entry Preferred Securities................................................................23
Section 5.5.   Registration of Transfer and Exchange of Preferred Securities Certificates.....................24
Section 5.6.   Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.............................25
Section 5.7.   Persons Deemed Holders.........................................................................26
Section 5.8.   Access to List of Holders' Names and Addresses.................................................26
Section 5.9.   Maintenance of Office or Agency................................................................26
Section 5.10.  Appointment of Paying Agent....................................................................26

                                       i
<PAGE>

Section 5.11.  Ownership of Common Securities by Depositor....................................................27
Section 5.12.  Notices to Clearing Agency.....................................................................27
Section 5.13.  Rights of Holders..............................................................................27

                                                         ARTICLE VI


                                             ACTS OF HOLDERS; MEETINGS; VOTING

Section 6.1.   Limitations on Voting Rights...................................................................30
Section 6.2.   Notice of Meetings.............................................................................31
Section 6.3.   Meetings of the Holders of Preferred Securities................................................31
Section 6.4.   Voting Rights..................................................................................32
Section 6.5.   Proxies, Etc...................................................................................32
Section 6.6.   Holder Action by Written Consent...............................................................32
Section 6.7.   Record Date for Voting and Other Purposes......................................................32
Section 6.8.   Acts of Holders................................................................................33
Section 6.9.   Inspection of Records..........................................................................34

                                                        ARTICLE VII


                                              REPRESENTATIONS AND WARRANTIES

Section 7.1.   Representations and Warranties of the Issuer Trustees..........................................34
Section 7.2.   Representations and Warranties of Depositor....................................................35

                                                       ARTICLE VIII


                                          THE ISSUER TRUSTEES; THE ADMINISTRATORS

Section 8.1.   Certain Duties and Responsibilities............................................................36
Section 8.2.   Certain Notices................................................................................38
Section 8.3.   Certain Rights of Property Trustee.............................................................38
Section 8.4.   Not Responsible for Recitals or Issuance of Securities.........................................40
Section 8.5.   May Hold Securities............................................................................41
Section 8.6.   Compensation; Indemnity; Fees..................................................................41
Section 8.7.   Corporate Property Trustee Required; Eligibility of Issuer Trustees and Administrators.........42
Section 8.8.   Conflicting Interests..........................................................................42
Section 8.9.   Co-Trustees and Separate Trustee...............................................................43
Section 8.10.  Resignation and Removal of Issuer Trustees, Appointment of Successor...........................44
Section 8.11.  Acceptance of Appointment by Successor.........................................................45
Section 8.12.  Merger, Conversion, Consolidation or Succession to Business....................................46
Section 8.13.  Preferential Collection of Claims Against Depositor or Trust...................................46
Section 8.14.  Reports by the Property Trustee................................................................46
Section 8.15.  Reports to the Property Trustee................................................................46
Section 8.16.  Evidence of Compliance with Conditions Precedent...............................................46
Section 8.17.  Number of Issuer Trustees......................................................................47
Section 8.18.  Delegation of Power by Administrators..........................................................47
Section 8.19.  Appointment and Removal of Administrators......................................................47

                                       ii
<PAGE>

                                                        ARTICLE IX


                                            TERMINATION, LIQUIDATION AND MERGER

Section 9.1.   Termination Upon Expiration Date...............................................................48
Section 9.2.   Early Termination..............................................................................48
Section 9.3.   Termination....................................................................................48
Section 9.4.   Liquidation....................................................................................49
Section 9.5.   Mergers, Consolidations, Conversions, Amalgamations or Replacements of the Trust...............50

                                                         ARTICLE X


                                                 MISCELLANEOUS PROVISIONS

Section 10.1.     Limitation of Rights of Holders.............................................................51
Section 10.2.     Amendment...................................................................................51
Section 10.3.     Separability................................................................................52
Section 10.4.     Governing Law...............................................................................53
Section 10.5.     Payments Due on Non-Business Day............................................................53
Section 10.6.     Successors..................................................................................53
Section 10.7.     Headings....................................................................................54
Section 10.8.     Reports, Notices and Demands................................................................54
Section 10.9.     Agreement Not to Petition...................................................................54
Section 10.10.    Trust Indenture Act; Conflict with Trust Indenture Act......................................55
Section 10.11.    Acceptance of Terms of Trust Agreement, Guarantee and Indenture.............................55
Section 10.12.    Counterparts................................................................................55



EXHIBITS
--------

Exhibit A         Form of Common Security Certificate
Exhibit B         Form of Preferred Security Certificate
</TABLE>




                                      iii
<PAGE>

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of , , among (i) Old
National Bancorp, a financial holding company organized under the laws of the
State of Indiana (including any successors or assigns, the "Depositor"), (ii)
Bank One Trust Company, NA, a national banking association organized under the
laws of the United States, as property trustee (the "Property Trustee" and, in
its separate corporate capacity and not in its capacity as Property Trustee, the
"Bank"), (iii) Bank One Delaware, Inc., a Delaware corporation, as Delaware
trustee (the "Delaware Trustee") (the Property Trustee and the Delaware Trustee
referred to collectively as the "Issuer Trustees") and (iv) the several Holders,
as hereinafter defined.

                              W I T N E S S E T H:

     WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by entering into a Trust Agreement, dated as of September 15, 1999
(the "Original Trust Agreement"), and by the execution and filing with the
Secretary of State of the State of Delaware of the Certificate of Trust, filed
on September 15, 1999 with the Securities and Exchange Commission as Exhibit 4.4
to the Depositor's shelf registration statement (No. 333-87573) ; and

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

     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 Holders, hereby amends and restates the Original Trust
Agreement in its entirety and agrees as follows:

                                    ARTICLE I

                                  DEFINED TERMS

Section 1.1. Definitions.

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

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

          (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;


<PAGE>

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

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

          (e) 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.

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

     "Act" has the meaning specified in Section 6.8

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

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

     "Administrator" means each Person appointed in accordance with Section 8.19
solely in such Person's capacity as Administrator of the Trust created and
continued hereunder and not in such Person's individual capacity, or such
Administrator's successor in interest in such capacity, or any successor
administrator appointed as herein provided.

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

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

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

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

          (a) the entry of a decree or order by a court having jurisdiction in
     the premises judging such Person a bankrupt or insolvent, or approving as
     properly filed a petition seeking reorganization, arrangement, adjudication
     or composition of or in respect of such Person under any applicable federal
     or state bankruptcy, insolvency, reorganization or other similar law, or
     appointing a receiver, liquidator, assignee, trustee, sequestrator (or

                                       2
<PAGE>

     other similar official) of such Person or of any substantial part of its
     property or ordering the winding up or liquidation of its affairs, and the
     continuance of any such decree or order unstayed and in effect for a period
     of 60 consecutive days; or

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

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

     "Book-Entry Preferred Securities Certificates" means a Preferred Security,
the ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 5.4.

     "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in The City of New York are authorized or required
by law, regulation 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 Indenture Trustee is closed for business.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. 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" has the meaning specified in the Underwriting Agreement.

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

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

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

                                       3
<PAGE>

     "Common Security" means an undivided beneficial ownership interest in the
Trust Property, having a Liquidation Amount of $25, having a term of thirty
years ending on and having the rights provided therefor in this Trust Agreement,
including the right to receive Distributions and a Liquidation Distribution as
provided herein.

     "Corporate Trust Office" means the office of the Property Trustee at which
this Trust Agreement shall, at any particular time, be principally administered,
which office shall at all times be located in the United States and at the date
of execution of this Trust Agreement is located at 1 Bank One Plaza, Chicago,
Illinois 60670, Attention: Corporate Trust Administration, or such other address
in the United States as the Property Trustee may designate from time to time by
notice to the Holders and the Depositor.

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

     "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture;
provided, that any such redemption prior to the stated maturity of the
Debentures shall be subject to the prior approval of the Regulator if required
under its then-applicable capital guidelines or policies.

     "Debentures" means the Depositor's % Junior Subordinated Debentures issued
pursuant to the Indenture.

     "Definitive Preferred Securities Certificates" means either or both (as the
context requires) of (a) Preferred Securities Certificates issued as Global
Preferred Securities as provided in Section 5.4(c) and (b) Preferred Securities
Certificates issued in certificated, fully registered form as provided in
Section 5.4 and 5.5.

     "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 Person identified as the "Delaware Trustee" in
the preamble to this Trust Agreement solely in its capacity as Delaware Trustee
of the Trust created and 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 4.1(a).

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

     "DTC" means the Depository Trust Company.

     "DTC Letter of Representations" means a letter executed by the Trust, the
Property Trustee and DTC and required to be submitted to DTC in order for the
global Preferred Securities Certificate to be eligible for deposit at DTC.

                                       4
<PAGE>

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

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

          (a) the occurrence of an Event of Default with respect to a Debenture;
     or

          (b) for so long as no Interest Payment Deferral Period is continuing,
     a 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

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

          (d) a default in the performance, or breach, in any material respect,
     of any covenant or warranty of the Issuer Trustees in this Trust Agreement
     (other than a covenant or warranty a default in the performance or breach
     of which is dealt with in clause (b) or (c) above) and continuation of such
     default or breach for a period of 90 days after there has been given, by
     registered or certified mail, to the defaulting Issuer Trustee or Trustees
     by the Holders of at least 25% in aggregate Liquidation Amount preference
     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.

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

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

     "Guarantee" means the Guarantee Agreement dated as of , between the
Depositor and Bank One Trust Company, NA, as guarantee trustee, for the benefit
of the Holders of the Trust Securities, as amended from time to time.

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

     "Indemnified Person" has the meaning set forth in Section 8.6(c).

     "Indenture" means the Indenture, dated as of March 14, 2000, between the
Depositor and the Indenture Trustee relating to the Debentures, as amended or
supplemented from time to time.

                                       5
<PAGE>

     "Indenture Trustee" means Bank One Trust Company, NA, as trustee under the
Indenture and any successor thereto.

     "Interest Payment Deferral Period" shall have the meaning specified in
Section 4.1.

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

     "Investment Company Event" means the receipt by the Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority that becomes or would become effective on or
after the date of original issuance of the Preferred Securities, there is more
than an insubstantial risk that the Trust is or will be considered an
"investment company" that is required to be registered under the 1940 Act.

     "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 an aggregate Liquidation Amount equal to the principal
amount of Debentures to be contemporaneously redeemed in accordance with the
Indenture, allocated to the Common Securities and the Preferred Securities based
upon the relative aggregate Liquidation Amounts of such classes and the proceeds
of which will be used to pay the Redemption Price of such Trust Securities, (b)
with respect to a distribution of Debentures to Holders of Trust Securities in
connection with a dissolution or liquidation of the Trust, Debentures having a
principal amount equal to the aggregate Liquidation Amount of the Trust
Securities of the Holder to whom such Debentures are distributed and (c) with
respect to any distribution of any Additional Interest to Holders of Trust
Securities, Debentures having a principal amount equal to the aggregate
Liquidation Amount of the Trust Securities in respect of which such Distribution
is made.

     "Liquidation Amount" means $25 per Trust Security.

     "Liquidation Date" means the date on which Debentures, if any, are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Sections 9.3 and 9.4(a).

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

     "Ministerial Action" means the taking of an action, such as filing a form
or making an election, or pursuing some other similar reasonable measure that
will have no adverse effect on the Trust, the Depositor or the Holders of the
Trust Securities and will involve no material cost.

     "Officer" means the Chairman of the Board, the President, any Senior Vice
President, any Vice President, the Treasurer or any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Depositor.

                                       6
<PAGE>

     "Officers' Certificate" means a certificate signed by two Officers of the
Depositor and delivered to the appropriate Issuer 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 brief statement of the nature and scope of the examination or
     investigation undertaken by each officer in rendering the Officers'
     Certificate;

          (c) 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

          (d) 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 an
employee of or, counsel for the Trust, the Property Trustee or the Depositor, or
any of their respective Affiliates, and who shall be reasonably acceptable to
the Property Trustee.

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

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

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

          (b) Trust 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 Trust Securities; provided,
     that, if such Trust Securities are to be redeemed, notice of such
     redemption has been duly given pursuant to this Trust Agreement; and

          (c) Trust Securities which have been paid or Trust Securities
     represented by Trust Securities Certificates in exchange for or in lieu of
     which other Trust Securities Certificates have been executed and delivered
     pursuant to Article V;

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 Issuer Trustee, any

                                       7
<PAGE>

Administrator or any Affiliate of the Depositor, any Issuer Trustee or any
Administrator shall be disregarded and deemed not to be Outstanding, except that
(a) in determining whether any Issuer Trustee or Administrator shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Preferred Securities that such Issuer Trustee or
Administrator, as the case may be, knows to be so owned shall be so disregarded
and (b) the foregoing shall not apply at any time when all of the Outstanding
Preferred Securities are owned by the Depositor, one or more of the Issuer
Trustees, one or more of the Administrators 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 Administrators
the pledgee's right so to act with respect to such Preferred Securities and that
the pledgee is not the Depositor or any Affiliate of the Depositor.

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

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

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

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

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

     "Preferred Security" means an undivided beneficial ownership interest in
the assets of the Trust, having a Liquidation Amount of $25 and having the
rights provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

     "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 created 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 stated maturity of the
Debentures shall be a Redemption Date for a Like Amount of Trust Securities.

                                       8
<PAGE>

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accrued but unpaid Distributions
to the Redemption Date, plus the related amount of the premium, if any, paid by
the Depositor upon the concurrent redemption of a Like Amount of Debentures,
allocated on a pro rata basis (based on aggregate Liquidation Amounts) among the
Trust Securities.

     "Regulator" means the Board of Governors of the Federal Reserve System or
the primary federal banking regulator of the Depositor.

     "Regulatory Capital Event" means a determination by the Depositor, based on
an Opinion of Counsel experienced in such matters, to the effect that, as a
result of: (i) any amendment to, clarification of or change in applicable laws
or regulations or official interpretations thereof or policies with respect
thereto, or (ii) any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, in each case which amendment,
clarification or change is effective or which pronouncement or decision is
announced on or after the date of original issuance of the Preferred Securities,
there is more than an insubstantial risk that the Preferred Securities will no
longer constitute Tier 1 capital of the Depositor or any bank holding company or
financial holding company of which the Depositor is a subsidiary for purposes of
the capital adequacy guidelines or policies of the Regulator..

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

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

     "Settlement Date" has the meaning specified in the Underwriting Agreement.

     "Series" means a series of securities or the securities of the series
issued under the Indenture.

     "Special Event" means any of a Tax Event, an Investment Company Event or a
Regulatory Capital Event.

     "Successor Securities" has the meaning specified in Section 9.4.

     "Tax Event" means the receipt by the Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of (a) any amendment
to or change (including any announced prospective change) in the laws or any
regulations thereunder of the United States or any political subdivision or
taxing authority thereof or therein, or (b) any judicial decision or any
official administrative pronouncement (including any private letter ruling,
technical advice, memorandum or field service advice) interpreting or applying
such laws or regulations (an "Administrative Action"), regardless of whether
such judicial decision or Administrative Action is issued to or in connection
with a proceeding involving the Depositor or the Trust and whether or not
subject to review or appeal, which amendment, change, Administrative Action or
decision is enacted, effective, promulgated or announced, in each case, on or
after the date of original issuance of the Preferred Securities, there is more
than an insubstantial risk that (i) the Trust is, or will be within 90 days of
the date of such opinion, subject to United States federal income tax

                                       9
<PAGE>

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

     "Time of Delivery" has the meaning specified in the Underwriting Agreement.

     "Trust" means the Delaware business trust created and continued hereby and
identified on the cover page 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 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 Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument 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 Debentures, (b) any cash on deposit in, or
owing to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Property Trustee pursuant to the terms of this Trust Agreement.

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

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

     "Underwriting Agreement" means the Underwriting Agreement, dated as of ,
among the Trust, the Depositor and the underwriters named therein.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

     Section 2.1. Name

     The Trust continued hereby shall be known as "ONB CAPITAL TRUST II," as
such name may be modified from time to time by the Administrators following
written notice to the Holders of Trust Securities and the Issuer Trustees, in
which name the Administrators and the Issuer Trustees may conduct the business
of the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued.

                                       10
<PAGE>

     Section 2.2. Office of the Delaware Trustee; Principal Place of Business of
the Trust.

     The address of the Delaware Trustee in the State of Delaware is Three
Christiana Center 201 North Walnut Street, Wilmington, DE 19801, Attention:
Legal Dept./First USA, or such other address in the State of Delaware as the
Delaware Trustee may designate by written notice to the Holders and the
Depositor. The principal executive office of the Trust is c/o Old National
Bancorp, 420 Main Street, Evansville, Indiana 47708.

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

     The Property Trustee acknowledges receipt from the Depositor in connection
with the Original Trust Agreement of the sum of $10, which constituted the
initial Trust Property. The Depositor shall pay organizational expenses of the
Trust as they arise or shall, upon request of any Issuer Trustee, promptly
reimburse such Issuer Trustee for any such expenses paid by such Issuer Trustee.
The Depositor shall make no claim upon the Trust Property for the payment of
such expenses.

     Section 2.4. Issuance of the Preferred Securities.

     On ________, the Depositor, on its own behalf and 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 Administrator, on behalf of the Trust, shall execute in
accordance with Section 5.2 and the Property Trustee shall deliver to the
Underwriters named in the Underwriting Agreement, Preferred Securities
Certificates, registered in the name of the nominee of the initial Clearing
Agency, representing ________ Preferred Securities having an aggregate
Liquidation Amount of $________, against receipt of such aggregate purchase
price of such Preferred Securities of $________, by the Property Trustee. In the
event and to the extent any over-allotment option granted by the Trust and the
Depositor pursuant to the Underwriting Agreement is exercised by the
underwriters named therein, on the Closing Date or any Settlement Date, an
Administrator, on behalf of the Trust, shall execute in accordance with Section
5.2 and the Property Trustee shall deliver to the underwriters named therein
additional Preferred Securities Certificates, registered in the name of the
nominee of the initial Clearing Agency, representing up to ________ Preferred
Securities having an aggregate Liquidation Amount of up to $________, against
receipt of the purchase price per Preferred Security of $25 by the Property
Trustee.

     Section 2.5. Issuance of the Common Securities; Subscription and Purchase
of Debentures.

     Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrator, on behalf of the Trust, shall execute in accordance with
Section 5.2 and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, representing ________ Common Securities
having an aggregate Liquidation Amount of $________ against payment by the
Depositor of such amount to the Property Trustee. Contemporaneously therewith,
an Administrator, on behalf of the Trust, shall subscribe to and purchase from
the Depositor Debentures, registered in the name of the Property Trustee, on
behalf of the Trust and having an aggregate principal amount equal to $________,
and, in satisfaction of the purchase price

                                       11
<PAGE>

for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver
to the Depositor the sum of $________. In the event and to the extent any
over-allotment option granted by the Trust and the Depositor pursuant to the
Underwriting Agreement is exercised by the underwriters named therein, on each
Closing Date after the date hereof, (a) an Administrator, on behalf of the
Trust, shall execute in accordance with Section 5.2 and deliver to the Depositor
Common Securities Certificates, registered in the name of the Depositor,
representing an aggregate of up to ________ Common Securities having an
aggregate Liquidation Amount of up to $________, against receipt of the purchase
price per Common Security of $25 by the Property Trustee; and (b) an
Administrator, on behalf of the Trust, shall subscribe to and purchase from the
Depositor additional Debentures, registered in the name of the Property Trustee,
on behalf of the Trust and having an aggregate principal amount of up to
$________, and, in satisfaction of the purchase price for such additional
Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the
Depositor an amount equal to the aggregate principal amount of the additional
Debentures being purchased.

     Section 2.6. Declaration of Trust.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Preferred Securities and Common Securities and use the proceeds from such sale
to acquire the Debentures, and (b) to engage in those activities necessary,
convenient or incidental thereto. The Depositor hereby appoints the Issuer
Trustees as trustees of the Trust, to have all the rights, powers and duties to
the extent set forth herein, and the Issuer Trustees hereby accept such
appointment. The Property Trustee hereby declares that it will hold the Trust
Property upon and subject to the conditions set forth herein for the benefit of
the Trust and the Holders.

     Section 2.7. Authorization to Enter into Certain Transactions.

     (a) The Issuer Trustees and the Administrators 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 Issuer Trustees and
the Administrators shall have the authority to enter into all transactions and
agreements determined by the Issuer Trustees or the Administrators to be
appropriate in exercising the authority granted to the Issuer Trustees or the
Administrators, as the case may be, under this Trust Agreement, and to perform
all acts in furtherance thereof, including without limitation, the following:

          (i) Each Administrator shall have the power, duty and authority to act
     on behalf of the Trust with respect to the following matters in accordance
     with the terms of this Trust Agreement:

               (A) the issuance and sale of the Preferred Securities and the
          Common Securities;

               (B) to acquire the Debentures with the proceeds of the sale of
          the Preferred Securities and the Common Securities; provided, however,
          that the Administrators shall cause legal title to the Debentures to
          be held of record in the name of the Property Trustee for the benefit
          of the Holders of the Trust Securities;

                                       12
<PAGE>

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

               (D) the negotiation of the terms, and execution and delivery, for
          and on behalf of the Trust, of the Underwriting Agreement providing
          for the sale of the Preferred Securities;

               (E) to cause the Trust to enter into, and to execute, deliver,
          file and perform on behalf of the Trust, the DTC Letter of
          Representations and such other agreements as may be necessary or
          desirable in connection with the purposes and function of the Trust;

               (F) assisting in the registration of the Preferred Securities
          under the Securities Act of 1933, as amended, and under state
          securities or blue sky laws, and the qualification of this Trust
          Agreement as a trust indenture under the Trust Indenture Act;

               (G) assisting in the listing of the Preferred Securities upon
          such securities exchange or exchanges as shall be determined by the
          Depositor and the registration of the Preferred Securities under the
          Securities Exchange Act of 1934, as amended, and the preparation and
          filing of all periodic and other reports and other documents pursuant
          to the foregoing;

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

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

               (J) unless otherwise determined by the Property Trustee or the
          Holders of at least a majority in aggregate Liquidation Amount of the
          Preferred Securities or as otherwise required by the Delaware Business
          Trust Act or the Trust Indenture Act, the execution on behalf of the
          Trust (either acting alone or together with any or all of the
          Administrators) of any documents that the Administrators have the
          power to execute pursuant to this Trust Agreement;

               (K) entering into such agreements and arrangements and taking any
          action incidental to the foregoing as the Issuer Trustees may from
          time to time determine is necessary or advisable to give effect to the
          terms of this Trust Agreement; and

               (L) providing the Issuer Trustees with prompt written notice of
          the occurrence of a Special Event.

                                       13
<PAGE>

          The Administrators shall have only those ministerial duties set forth
     herein with respect to accomplishing the purposes of the Trust and shall
     not be trustees or, to the fullest extent permitted by law, fiduciaries
     with respect to the Trust or the Holders. Unless otherwise determined by
     the Administrators, any Administrator is authorized to execute on behalf of
     the Trust any documents which the Administrators have the power and
     authority to execute pursuant to this Trust Agreement.

          (ii) The Property Trustee shall have the power, duty and authority to
     act on behalf of the Trust with respect to the following matters in
     accordance with the terms of this Trust Agreement:

               (A) the establishment and maintenance of the Payment Account;

               (B) the receipt of the Debentures;

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

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

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

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

               (G) the distribution of the Trust Property;

               (H) winding up the affairs of and liquidation of the Trust and
          the preparation, execution and filing of the certificate of
          cancellation with the Secretary of State of the State of Delaware;

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

               (J) engaging in such Ministerial Activities as shall be
          necessary, appropriate, convenient or incidental to effect the
          repayment of the Preferred Securities and the Common Securities to the
          extent the Debentures mature or are redeemed.

          (iii) The Property Trustee shall have the power and authority to act
     on behalf of the Trust with respect to any of the duties, liabilities,
     powers or authority of the Administrators set forth in Section
     2.7(a)(i)(H), (I) and (K) herein, but shall not have a

                                       14
<PAGE>

     duty to do any such act unless specifically requested to do so in writing
     by the Depositor, and shall then be fully protected in acting pursuant to
     such written request; and in the event of a conflict between the action of
     the Administrators and the action of the Property Trustee, the action of
     the Property Trustee shall prevail. The Property Trustee shall not transfer
     or assign its rights, title and interest in and to the Debentures to the
     Administrators or to the Delaware Trustee (if the Property Trustee does not
     also act as Delaware Trustee).

          (iv) Except as otherwise required by the Delaware Business Trust Act,
     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, the Issuer Trustees or the Administrators 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(a) of the Delaware Business Trust Act.

     (b) So long as this Trust Agreement remains in effect, the Trust (or the
Issuer Trustees or Administrators acting on behalf of the Trust) shall not
undertake any business, activities or transaction except as expressly provided
herein or contemplated hereby. In particular, neither the Issuer Trustees nor
the Administrators shall cause the Trust to (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement, (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Holders, except as
expressly provided herein, (iii) take any action that would cause the Trust to
fail or cease to qualify as a "grantor trust" for United States Federal income
tax purposes, (iv) take or consent to any action that would cause the Debentures
to be treated as other than indebtedness of the Corporation for United States
federal income tax purposes, (v) incur any indebtedness for borrowed money or
issue any other debt or (vi) take or consent to any action that would result in
the placement of a Lien on any of the Trust Property. The Administrators 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 Holders in
their capacity as Holders.

     (c) In connection with the issuance and sale of the Preferred Securities,
the Depositor shall have the right, duty 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, including any
     amendments thereto, and the taking of any action necessary or desirable to
     sell the Preferred Securities in a transaction or series of transactions
     pursuant 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 the determination of any and all such acts, other than
     actions which must be taken by or on behalf of the Trust, and the advice to
     the Issuer Trustees of actions they must take on behalf of the Trust, and

                                       15
<PAGE>

     the preparation for execution and filing of 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 in connection with the sale of the Preferred Securities;

          (iii) the preparation for filing by the Trust and execution on behalf
     of the Trust of an application to the New York Stock Exchange or any other
     national stock exchange or the Nasdaq National Market for listing upon
     notice of issuance of any Preferred Securities;

          (iv) 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 Securities Exchange Act of 1934, as amended,
     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; and

          (vi) the taking of any other actions deemed by the Depositor necessary
     or desirable to carry out any of the foregoing activities.

     (d) Notwithstanding anything herein to the contrary, the Administrators and
the Issuer Trustees are authorized and directed to conduct the affairs of the
Trust and to operate the Trust so that the Trust will not be deemed to be an
"investment company" required to be registered under the 1940 Act, or taxed as a
corporation for United States federal income tax purposes and so that the
Debentures will be treated as indebtedness of the Depositor for United States
federal income tax purposes. In this connection, each Administrator, the
Property Trustee or the Holders of at least a majority in aggregate Liquidation
Amount of the Common Securities are authorized to take any action, not
inconsistent with applicable law, the Certificate of Trust or this Trust
Agreement, that such Administrator, the Property Trustee or such Holders of
Common Securities determine in their discretion to be necessary or desirable for
such purposes, as long as such action does not adversely affect in any material
respect the interests of the Holders of the Outstanding Preferred Securities. In
no event shall the Administrator take any action pursuant to the preceding
sentence or any other provision herein that would constitute discretionary
control over the assets of the Trust for purposes of Section 3(21) of ERISA. In
no event shall the Administrators or the Issuer Trustees be liable to the Trust
or the Holders for any failure to comply with this Section that results from a
change in law or regulation or in the interpretation thereof.

     Section 2.8. Assets of Trust.

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

     Section 2.9. Title to Trust Property.

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

                                       16
<PAGE>

                                   ARTICLE III

                                 PAYMENT ACCOUNT

     Section 3.1. Payment Account.

     (a) On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and 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 in and withdrawals from the
Payment Account in accordance with this Trust Agreement. All monies and other
property deposited or held from time to time in the Payment Account shall be
held by the Property Trustee in the Payment Account for the exclusive benefit of
the Holders and for distribution as herein provided, including (and subject to)
any priority of payments provided for herein.

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

                                   ARTICLE IV

                      CERTAIN TERMS OF THE TRUST SECURITIES

     Section 4.1. Distributions.

     The term "Distributions" as used in this Trust Agreement includes such cash
distributions and any such accumulated amounts, including Additional Interest
and Additional Amounts, that are payable unless otherwise stated.

     (a) The Trust Securities represent undivided beneficial ownership interests
in the Trust Property, and, as a practical matter, the Distributions on the
Preferred Securities shall be payable at the rates and on the dates that
payments of interest are made on the Debentures. Accordingly:

          (i) 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 accrue from and shall be
     payable quarterly in arrears on , , and of each year, commencing on ,
     except as provided below. 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 4.1(a), a "Distribution Date").

                                       17
<PAGE>

          (ii) Unless a Debenture Event of Default shall have occurred and be
     continuing, the Depositor has the right under the Indenture to defer
     payments of interest by extending the interest payment period from time to
     time on the Debentures for a period of up to five years and not extending,
     in the aggregate, beyond the maturity date of the Debentures (each, an
     "Interest Payment Deferral Period"). During any such Interest Payment
     Deferral Period, no interest shall be due and payable on the Debentures. As
     a consequence of such deferral, Distributions on the Preferred Securities
     and the Common Securities will also be deferred and shall not be due and
     payable hereunder. During such Interest Payment Deferral Period, quarterly
     Distributions will accrue Additional Interest (to the extent permitted by
     applicable law).

          (iii) The Trust Securities and any Distributions in arrears for more
     than one quarter will accrue and compound interest at a rate of % per annum
     of the Liquidation Amount and the amount of accrued but unpaid
     Distributions, respectively. The amount of Distributions payable for any
     period less than a full period shall be computed on the basis of a 360-day
     year consisting of twelve 30-day months and will include the first day but
     exclude the last day of such period. Distributions payable for each full
     Distribution period will be computed by dividing the rate per annum by
     four.

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

     (b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which with
respect to Book-Entry Preferred Securities shall be one Business Day prior to
the relevant Distribution Date, and, with respect to Preferred Securities not in
book-entry-only form, the date 15 days prior to the relevant Distribution Date
or, in the case of an Interest Payment Deferral Period as described in subclause
(a)(ii) above, on the first record date after the end of the Interest Payment
Deferral Period.

     Section 4.2. Redemption.

     (a) On each Debenture Redemption Date and on the stated maturity of the
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 Security Register. All notices of
redemption shall identify the Trust Securities being redeemed and state:

          (i) the Redemption Date;

          (ii) the Redemption Price;

                                       18
<PAGE>

          (iii) the CUSIP number(s) of the Preferred Securities affected;

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

          (v) that, on the Redemption Date, the Redemption Price will become due
     and payable upon each such Trust Security to be redeemed and that
     distributions thereon will cease to accrue on and after said date; and

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

     (c) The Preferred Securities and, subject to Section 9.5, the Common
Securities redeemed on each Redemption Date shall be redeemed at the Redemption
Price with the proceeds from the contemporaneous redemption of 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 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
Trust Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, with respect to
Book-Entry Preferred Securities, irrevocably deposit with the Clearing Agency
for such Book-Entry Preferred Securities, to the extent available, 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 any Preferred Securities are not in book-entry form, the
Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the
Paying Agent, to the extent available, 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 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
immediately prior to the close of business on the date of such deposit, all
rights of Holders holding Trust Securities so called for redemption will cease,
except the right of such Holders to receive the Redemption Price and any
Distribution payable on or prior to the Redemption Date, but without interest,
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 accrue, at the then applicable rate, from the
Redemption Date

                                       19
<PAGE>

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 recordholders thereof as they appear on the Securities Register for the
Trust Securities on the relevant record date, which with respect to Book-Entry
Preferred Securities shall be one Business Day prior to the relevant Redemption
Date, and, with respect to Preferred Securities not in book-entry-only form, the
date 15 days prior to the relevant Redemption Date.

     (f) Subject to Section 4.3(a) and 9.5, 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) between the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected on a pro rata basis (based upon Liquidation Amounts) not more
than 60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption. 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 aggregate
Liquidation Amount of Preferred Securities that has been or is to be redeemed.

     (g) If, at any time, a Special Event shall occur and be continuing, the
Depositor, upon not less than 30 nor more than 60 days' notice, shall have the
right, subject to the prior approval of the Regulator if required under its
then-applicable capital guidelines or policies, to redeem the Debentures, in
whole but not in part, for cash within 90 days following the occurrence of such
Special Event, and, following such redemption, a Like Amount of Preferred
Securities and Common Securities shall be redeemed by the Trust at the
Redemption Price on a pro rata basis; provided, however, that if at the time
there is available to the Depositor or the Trust the opportunity to eliminate,
within such 90-day period, the Special Event by taking Ministerial Action, such
as filing a form or making an election or pursuing some other similar reasonable
measure that will have no adverse effect on the Trust, the Depositor or the
Holders of the Trust Securities, then the Depositor or the Trust will pursue
such measure in lieu of redemption.

     Section 4.3. Subordination of Common Securities.

     (a) Payment of Distributions on, the Redemption Price of, and the
Liquidation Distribution in respect of, the Trust Securities, as applicable,
shall be made, subject to Section 4.2(f), pro rata among the Common Securities
and the Preferred Securities based on the aggregate 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 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 accrued and unpaid Distributions on all
Outstanding Preferred

                                       20
<PAGE>

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, shall have been made or provided
for, and all funds immediately available to the Trust shall first be applied to
the payment in full in cash of all Distributions on, or the Redemption Price of,
Preferred Securities then due and payable.

     (b) In the case of the occurrence of any Event of Default resulting from
any 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 have been cured, waived or otherwise eliminated.
Until any such Event of Default under this Trust Agreement with respect to the
Preferred Securities has 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.

     Section 4.4. Payment Procedures.

     Payments 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.

     Section 4.5. Tax Returns and Reports.

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

     Section 4.6. Payments Under Indenture or Pursuant to Direct Actions.

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

                                       21
<PAGE>

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

     Section 5.1. Initial Ownership.

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

     Section 5.2. The Trust Securities Certificates.

     (a) The Preferred Securities Certificates shall be issued in minimum
denominations of $25 and integral multiples of $25 in excess thereof, and the
Common Securities Certificates shall be issued in denominations of $25 and
integral multiples of $25 in excess thereof. The Trust Securities Certificates
shall be executed on behalf of the Trust by manual signature of at least one
Administrator. 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 Holder, and shall be entitled to the
rights and subject to the obligations of a Holder hereunder, upon due
registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 5.4, 5.5 and 5.11.

     (b) Upon their original issuance, Preferred Securities Certificates shall
be issued in the form of one or more Global Preferred Securities registered in
the name of The Depository Trust Company, as Clearing Agency, or its nominee and
deposited with The Depository Trust Company or a custodian for The Depository
Trust Company for credit by The Depository Trust Company to the respective
accounts of the Owners thereof (or such other accounts as they may direct).

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

     Section 5.3. Execution and Delivery of Trust Securities Certificates.

     At the Closing Date and any Settlement Date, at least one Administrator
shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as
provided in Sections 2.4 and 2.5, to be executed on behalf of the Trust and
delivered to or upon the written order of the Depositor, signed by an authorized
Officer thereof, without further corporate action by the Depositor, in
authorized denominations.

                                       22
<PAGE>

     Section 5.4. Book-Entry Preferred Securities.

     (a) Each Global Preferred Security issued under this Agreement shall be
registered in the name of the Clearing Agency or a nominee thereof and delivered
to such Clearing Agency or a nominee thereof or custodian therefor, and each
such Global Preferred Security shall constitute a single Preferred Securities
Certificate for all purposes of this Agreement.

     (b) Notwithstanding any other provision in this Trust Agreement, no Global
Preferred Security may be exchanged in whole or in part for Preferred Securities
Certificates registered, and no transfer of a Global Preferred Security in whole
or in part may be registered, in the name of any Person other than the Clearing
Agency for such Global Preferred Security or a nominee thereof unless (i) the
Clearing Agency advises the Property Trustee in writing that the Clearing Agency
is no longer willing or able to properly discharge its responsibilities with
respect to the Global Preferred Security, and the Property Trustee is unable to
locate a qualified successor, (ii) the Trust at its option advises the
Depositary in writing that it elects to terminate the book-entry system through
the Clearing Agency, or (iii) a Debenture Event of Default has occurred and is
continuing. Upon the occurrence of any event specified in clause (i), (ii) or
(iii) above, the Administrators shall notify the Clearing Agency and instruct
the Clearing Agency to notify all Owners of Book-Entry Preferred Securities, the
Delaware Trustee and the Administrators of the occurrence of such event and of
the availability of the Definitive Preferred Securities Certificates to Owners
of the Preferred Securities requesting the same.

     (c) If any Global Preferred Security is to be exchanged for other Preferred
Securities Certificates or canceled in part, or if any other Preferred
Securities Certificate is to be exchanged in whole or in part for Book-Entry
Preferred Securities represented by a Global Preferred Security, then either (i)
such Global Preferred Security shall be so surrendered for exchange or
cancellation as provided in this Article V or (ii) the aggregate Liquidation
Amount represented by such Global Preferred Security shall be reduced, subject
to Section 5.2, or increased by an amount equal to the Liquidation Amount
represented by that portion of the Global Preferred Security to be so exchanged
or canceled, or equal to the Liquidation Amount represented by such other
Preferred Securities Certificates to be so exchanged for Book-Entry Preferred
Securities represented thereby, as the case may be, by means of an appropriate
adjustment made on the records of the Securities Registrar, whereupon the
Property Trustee, in accordance with the Applicable Procedures, shall instruct
the Clearing Agency or its authorized representative to make a corresponding
adjustment to its records. Upon surrender to the Administrators or the
Securities Registrar of the Global Preferred Security or Securities by the
Clearing Agency, accompanied by registration instructions, the Administrators,
or any one of them, shall execute the Definitive Preferred Securities
Certificates in accordance with the instructions of the Clearing Agency. None of
the Securities Registrar, the Issuer Trustees or the Administrators shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions. Upon the
issuance of Definitive Preferred Securities Certificates, the Issuer Trustees
and Administrators shall recognize the Holders of the Definitive Preferred
Securities Certificates as Holders. 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 Administrators, as evidenced
by the execution thereof by the Administrators or any one of them.

                                       23
<PAGE>

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

     (e) The Clearing Agency or its nominee, as registered owner of a Global
Preferred Security, shall be the Holder of such Global Preferred Security for
all purposes under this Agreement and the Global Preferred Security, and Owners
with respect to a Global Preferred Security shall hold such interests pursuant
to the Applicable Procedures. The Securities Registrar and the Property Trustee
shall be entitled to deal with the Clearing Agency for all purposes of this
Trust Agreement relating to the Global Preferred Securities (including the
payment of the aggregate Liquidation Amount of and Distributions or directions
by Owners of Book-Entry Preferred Securities represented thereby) as the sole
Holder of the Book-Entry Preferred Securities represented thereby and shall have
no obligations to the Owners thereof. Neither of the Property Trustee nor the
Securities Registrar shall have any liability in respect of any transfers
effected by the Clearing Agency.

     The rights of the Owners of the Book-Entry Preferred Securities shall be
exercised only through the Clearing Agency and shall be limited to those
established by law, the Applicable Procedures and agreements between such Owners
and the Clearing Agency and/or the Clearing Agency Participants; provided, that,
solely for the purpose of determining whether the Holders of the requisite
amount of Preferred Securities have voted on any matter provided for in this
Trust Agreement, so long as Definitive Preferred Security Certificates have not
been issued, the Issuer Trustees may conclusively rely on, and shall be fully
protected in relying on, any written instrument (including a proxy) delivered to
the Property Trustee by the Clearing Agency setting forth the Owners' votes or
assigning the right to vote on any matter to any other Persons either in whole
or in part. Pursuant to the DTC Letter of Representations, unless and until
Definitive Preferred Securities Certificates are issued pursuant to Section
5.4(b), the initial Clearing Agency will make book-entry transfers among the
Clearing Agency Participants and receive and transmit payments on the Preferred
Securities to such Clearing Agency Participants, and none of the Depositor, the
Administrators or the Issuer Trustees shall have any responsibility or
obligation with respect thereto.

     Section 5.5. Registration of Transfer and Exchange of Preferred Securities
Certificates.

     (a) The Property Trustee shall keep or cause to be kept, at its Corporate
Trust Office, a register or registers for the purpose of registering Trust
Securities Certificates and transfers and exchanges of Preferred Securities
Certificates (the "Securities Register") in which, the registrar designated by
the Depositor (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
5.11 in the case of the Common Securities Certificates) and registration of
transfers and exchanges of Preferred Securities Certificates as herein provided.
The Property Trustee is hereby appointed Securities Registrar for the purpose of
registering Preferred Securities Certificates and (subject to Section 5.11)
Common Securities Certificates and transfers and exchanges thereof as provided
therein.

                                       24
<PAGE>

     Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.9, the
Administrators or any one of them shall execute and deliver to the Property
Trustee, and the Property Trustee shall 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 Administrator.

     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 Corporate Trust Office.

     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 Securities Registrar duly
executed by the Holder or his attorney duly authorized in writing. Each
Preferred Securities Certificate surrendered for registration of transfer or
exchange shall be cancelled and subsequently disposed of by the Property Trustee
in accordance with its customary practice.

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

     (b) Notwithstanding any other provision of this Agreement, transfers and
exchanges of Preferred Securities Certificates and beneficial interests in a
Global Preferred Security of the kinds specified in this Section 5.4 shall be
made only in accordance with this Section 5.4.

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

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, lose or theft of any Trust Securities
Certificate and (b) there shall be delivered to the Securities Registrar and the
Administrators 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
Administrators, 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
Administrators or the Securities Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Trust Securities Certificate issued pursuant
to this Section shall constitute conclusive evidence of an undivided beneficial
ownership interest in the Trust Property, as if originally issued, whether or
not the lost, stolen or destroyed Trust Securities Certificate shall be found at
any time.

                                       25
<PAGE>

     Section 5.7. Persons Deemed Holders.

     The Issuer Trustees, the Administrators and the Securities Registrar shall
each 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 none of the Issuer Trustees, the Administrators or the
Securities Registrar shall be bound by any notice to the contrary.

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

     At any time when the Property Trustee is not also acting as the Securities
Registrar, the Administrators or the Depositor shall furnish or cause to be
furnished to each Issuer Trustee promptly upon request (a), a list, in such form
as the Property Trustee may reasonably require, of the names and addresses of
the Holders as of the most recent relevant record date (as set forth in Section
4.1(b)) and (b) such other information as such Issuer Trustee may reasonably
require in order to enable such Issuer 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 Administrators or the Depositor and is not
identical to a previously supplied list or has not otherwise been received by
the Issuer Trustees. The rights of Holders to communicate with other Holders
with respect to their rights under this Trust Agreement or under the Trust
Securities, and the corresponding rights of the Property 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 Administrators accountable by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.

     Section 5.9. Maintenance of Office or Agency.

     The Property Trustee shall designate, with the consent of the
Administrators (which shall not be unreasonably withheld), an office or offices
or agency or agencies where Trust Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Issuer Trustees in respect of the Trust Securities Certificates may be
served. The Property Trustee initially designates the Corporate Trust Office,
Attn: Corporate Trust Administration, as its principal corporate trust office
for such purposes. The Property Trustee shall give prompt written notice to the
Depositor and to the Holders of any change in the location of the Securities
Register or any such office or agency.

     Section 5.10. Appointment of Paying Agent.

     The Paying Agent shall make distributions to Holders from the Payment
Account and shall report the amounts of such distributions to the Property
Trustee and the Administrators. 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 Property Trustee may revoke such power and
remove the Paying Agent if it determines in its sole discretion that the Paying
Agent shall have failed to perform its obligations under this Trust Agreement in
any material respect. The Paying Agent shall initially be the Property Trustee.
Any Person acting as Paying Agent shall be permitted to resign as Paying Agent
upon 30 days written notice to the Property

                                       26
<PAGE>

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 Property Trustee shall appoint a successor that
is reasonably acceptable to the Administrators to act as Paying Agent (which
shall be a bank or trust company). Such successor Paying Agent or any additional
Paying Agent shall execute and deliver to the Issuer Trustees an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Issuer Trustees that as Paying Agent, such successor Paying Agent or
additional Paying Agent will hold all sums, if any, held by it for payment to
the Holders in trust for the benefit of the Holders entitled thereto until such
sums shall be paid to such Holders. The Paying Agent shall return all unclaimed
funds to the Property Trustee and upon removal of a Paying Agent such Paying
Agent shall also return all funds in its possession to the Property Trustee. The
provisions of Sections 8.1, 8.3 and 8.6 herein shall apply, to the 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.

     Section 5.11. Ownership of Common Securities by Depositor.

     At each Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. To the fullest extent permitted by
law, other than transactions permitted by Section 10.5 of the Indenture, any
attempted transfer of the Common Securities shall be void. The Administrators
shall cause each Common Securities Certificate issued to the Depositor to
contain a legend stating "THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE
IS NOT TRANSFERABLE OTHER THAN IN ACCORDANCE WITH THE TRUST AGREEMENT (AS
DEFINED BELOW)."

     Section 5.12. Notices to Clearing Agency.

     To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, for so long as Preferred Securities are
represented by a Global Preferred Security, the Administrators and the Issuer
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.

     Section 5.13. Rights of Holders.

     (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Holders shall not have any right or title therein other than the undivided
beneficial ownership interests in the Trust Property 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. By acceptance of a beneficial
interest in the Trust Securities, Holders agree to treat the Debentures as
indebtedness for all United States tax purposes. By its acceptance and holding

                                       27
<PAGE>

of a beneficial interest in the Preferred Securities or the Common Securities,
each Holder will be deemed to have represented that either (x) it is not an
employee benefit plan (within the meaning of Section 3(3) of ERISA) subject to
ERISA, a plan (within the meaning of Section 4975(e)(1) of the Code) subject to
Section 4975 of the Code, a plan subject to provisions under applicable federal,
state, local, non-U.S. or other laws or regulations that are similar to the
provisions of Title I of ERISA or Section 4975 of the Code ("Similar Laws"), or
any entity whose underlying assets include "plan assets" by reason of any such
employee benefit plan's or plan's investment in the entity and is not purchasing
and holding such Preferred Securities or Common Securities or interest therein
on behalf of or with "plan assets" of any such employee benefit plan or plan or
(y) its purchase, holding and disposition of the Preferred Securities or Common
Securities or interest therein (and accompanying interests in, and potential
transactions involving, the Debentures and the Guarantee) (i) is eligible for
the exemptive relief available under Prohibited Transaction Class Exemption
96-23, 95-60, 91-38, 90-1 or 84-14 (or some other applicable class or individual
exemption) or (ii) will not result in a prohibited transaction under ERISA or
the Code or its equivalent under applicable Similar Laws. The Trust Securities
shall have no preemptive or similar rights and when issued and delivered to
Holders against payment of the purchase price therefor will be fully paid and
nonassessable by the Trust. The Holders of the Trust Securities, in their
capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

     (b) For so long as any Preferred Securities remain Outstanding, if, upon a
Debenture Event of Default, the Indenture Trustee fails or the holders of not
less than 25% in aggregate principal amount of the outstanding Debentures fail
to declare the principal of all of the Debentures to be immediately due and
payable, the Holders of at least 25% in aggregate Liquidation Amount of the
Preferred Securities then Outstanding shall have such right by a notice in
writing to the Depositor and the Indenture Trustee; and upon any such
declaration such principal amount of and the accrued interest on all of the
Debentures shall become immediately due and payable; provided, that the payment
of principal and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture. At any time after such a declaration of
acceleration with respect to the Debentures has been made and before a judgment
or decree for payment of the money due has been obtained by the Indenture
Trustee as provided in the Indenture, the Holders of a majority in aggregate
Liquidation Amount of the Preferred Securities, by written notice to the
Depositor and the Indenture Trustee, may rescind and annul such declaration and
its consequences if:

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

               (A) all overdue interest on all of the Debentures,

               (B) the principal of (and premium, if any, on) any Debentures
          which have become due otherwise than by such declaration of
          acceleration and interest thereon at the rate or rates prescribed
          therefor in the Debentures, and

               (C) to the extent that payment of such interest is lawful,
          Additional Interest, and

                                       28
<PAGE>

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

          (ii) such rescission would not conflict with any judgment or decree of
     any governmental or regulatory authority; and

          (iii) all Events of Default with respect to the Debentures, other than
     the non-payment of the principal of or the interest on the Debentures which
     have become due solely by such declaration of acceleration, have been cured
     or waived as provided in Section 5.13 of the Indenture.

     The Holders of a majority in aggregate Liquidation Amount of the Preferred
Securities may, on behalf of the Holders of all the Preferred Securities, waive
any past default under the Indenture, except a default in the payment of
principal or interest (unless such default has been cured and a sum sufficient
to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Indenture Trustee) or a default in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Debenture
affected. No such waiver or rescission shall affect any subsequent default or
impair any right consequent thereon. Upon receipt by the Property Trustee of
written notice declaring such an acceleration, or rescission and annulment
thereof, by Holders of the Preferred Securities all or part of which is
represented by Book-Entry Preferred Securities Certificates, a record date shall
be established for determining Holders of Outstanding Preferred Securities
entitled to join in such notice, which record date shall be at the close of
business on the day the Property Trustee receives such notice. The Holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that, unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 5.13(b).

     (c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 5.1(a)
or 5.1(b) of the Indenture, any Holder of Preferred Securities shall have the
right to institute a proceeding directly against the Depositor, pursuant to the
Indenture, for enforcement of payment when due to such Holder of the principal
amount of and interest on Debentures having a principal amount equal to the
aggregate Liquidation Amount of the Preferred Securities of such Holder (a
"Direct Action"). In connection with any such Direct Action, the Holder of the
Common Securities will be subrogated to the rights of any Holder of the
Preferred Securities to the extent of any payment

                                       29
<PAGE>

made by the Depositor to such Holder of Preferred Securities as a result of such
Direct Action. Except as set forth in subsection (b) of this Section 5.13 and
this subsection (c), the Holders of Preferred Securities shall have no right to
exercise directly any right or remedy available to the holders of, or in respect
of, the Debentures.

     (d) Except as otherwise provided in subsections (a), (b) and (c) of this
Section 5.13, the Holders of at least a majority in aggregate Liquidation Amount
of the Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default or Event of Default and its consequences.
Upon such waiver, any such default or Event of Default shall cease to exist, and
any default or Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Trust Agreement, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

                                   ARTICLE VI

                        ACTS OF HOLDERS; MEETINGS; VOTING

     Section 6.1. Limitations on Voting Rights.

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

     (b) So long as any Debentures are held by the Property Trustee, the Issuer
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Indenture Trustee, or executing any
trust or power conferred on the Property Trustee with respect to such
Debentures, (ii) waive any past default which is waivable under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable or (iv) consent to
any amendment or modification under Section 10.2 or termination of the Indenture
or any amendment, modification or termination of the Debentures, where such
consent shall be required, without, in each case, obtaining the prior approval
of the Holders of at least a majority in aggregate Liquidation Amount of all
Outstanding Preferred Securities; provided, however, that where a consent under
the Indenture would require the consent of each Holder of 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 Property
Trustee shall not revoke any action previously authorized or approved by a vote
of the Holders of Preferred Securities, except by a subsequent vote of the
Holders of Preferred Securities. The Property Trustee shall notify all Holders
of the Preferred Securities of any notice of default received from the Indenture
Trustee with respect to the Debentures. In addition to obtaining the foregoing
approvals of the Holders of the Preferred Securities, prior to taking any of the
foregoing actions, the Issuer Trustees shall, at the expense of the Depositor,
obtain an Opinion of Counsel experienced in such matters to the effect that the
Trust will not be classified as an association taxable as a corporation for
United States Federal income tax purposes on account of such action.

                                       30
<PAGE>

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

     Section 6.2. 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 10.8 to each Holder of Preferred Securities of record, at
his registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

     Section 6.3. Meetings of the Holders of Preferred Securities.

     No annual meeting of Holders is required to be held. The Property Trustee,
however, shall call a meeting of Holders to vote on any matter upon the written
request of the Holders of record of 25% in aggregate Liquidation Amount of the
Preferred Securities and the Administrators or the Property Trustee may, at any
time in their discretion, call a meeting of Holders of Preferred Securities to
consider and act on any matters as to which Holders of Preferred Securities are
entitled to act under the terms of this Trust Agreement or the rules of any
national stock exchange on which the Preferred Securities are listed or admitted
for trading.

     Unless the Delaware Business Trust Act, this Trust Agreement, the Trust
Indenture Act or the listing rules of any national stock exchange on which the
Preferred Securities are then listed or trading require otherwise, the
Administrators, in their sole discretion, shall establish all provisions, other
than those specifically provided for in this Trust Agreement, relating to
meetings of Holders of Trust Securities, including notice of the time, place or
purpose of any meeting at which any matter is to be voted on by any Holder of
Trust Securities, waiver of any such notice, action by consent without a
meeting, the establishment of a record date, quorum requirements, voting in
person or by proxy or any other matter with respect to the exercise of any such
right to vote.

     The Holders of record of 50% of the Outstanding Preferred Securities (based
upon their Liquidation Amount), present in person or by proxy, shall constitute
a quorum at any meeting of Holders of the Preferred Securities.

                                       31
<PAGE>

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

     Section 6.4. Voting Rights.

     Holders shall be entitled to one vote for each $25 of Liquidation Amount
represented by their Outstanding Trust Securities in respect of any matter as to
which such Holders are entitled to vote.

     Section 6.5. Proxies, Etc.

     At any meeting of Holders, each Holder may authorize any Person to act for
it by proxy on all matters in which a Holder is entitled to participate,
including, without limitation, waiving notice of any meeting, or voting or
participating at a meeting provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Administrators, or with such
other officer or agent of the Trust as the Administrators may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of the Property Trustee, proxies may be solicited in the name of the
Property Trustee or one or more Officers of the Property Trustee. Only Holders
of record and their proxies shall be entitled to vote. When Trust Securities are
held jointly by several persons, any one of them may vote at any meeting in
person or by proxy in respect of such Trust Securities, but if more than one of
them shall be present at such meeting in person or by proxy, and such joint
owners or their proxies so present disagree as to any vote to be cast, such vote
shall not be received in respect of such Trust Securities. A proxy purporting to
be executed by or on behalf of a Holder shall be deemed valid unless challenged
at or prior to its exercise, and the burden of proving invalidity shall rest on
the challenger. No proxy shall be valid more than three years after its date of
execution. Except as otherwise provided herein, all matters relating to the
giving, voting or validity of proxies shall be governed by the General
Corporation Law of the State of Delaware relating to proxies, and judicial
interpretations thereunder, as if the Trust were a Delaware corporation and the
Holders were stockholders of a Delaware corporation.

     Section 6.6. Holder Action by Written Consent.

     Any action which may be taken by Holders at a meeting may be taken without
a meeting, without a vote and without prior notice if Holders holding a majority
of all Outstanding Trust Securities (based upon their 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.

     Section 6.7. Record Date for Voting and Other Purposes.

     For the purposes of determining the Holders who are entitled to notice of
and to vote at any meeting or by written consent, or to participate in any
distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Trust Agreement, or for the purpose of any other
action, the Administrators may from time to time fix a date, not more than

                                       32
<PAGE>

90 days prior to the date of any meeting of Holders or the payment of a
distribution or other action, as the case may be, as a record date for the
determination of the identity of the Holders of record for such purposes.

     Section 6.8. Acts of Holders.

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

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

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

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

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

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

                                       33
<PAGE>

     Section 6.9. Inspection of Records.

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

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

     Section 7.1. Representations and Warranties of the Issuer Trustees.

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

     (a) the Property Trustee is a national banking association duly organized,
validly existing and in good standing under the laws of the United States with
trust powers;

     (b) the Property Trustee meets the applicable eligibility requirements set
forth in Section 8.7, has full corporate and trust power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

     (c) the Delaware Trustee is a Delaware corporation duly organized, validly
existing and in good standing in the State of Delaware;

     (d) the Delaware Trustee meets the applicable eligibility requirements set
forth in Section 8.7, has full corporate power, authority and legal right to
execute, deliver and perform its obligations under this Trust Agreement and has
taken all necessary action to authorize the execution, delivery and performance
by it of this Trust Agreement;

     (e) this Trust Agreement has been duly authorized, executed and delivered
by the Issuer Trustees and constitutes the valid and legally binding agreement
of each of the Issuer Trustees enforceable against each of them 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;

     (f) the execution, delivery and performance of this Trust Agreement have
been duly authorized by all necessary corporate or other action on the part of
the Issuer Trustees and do not require any approval of stockholders of the
Property Trustee and the Delaware Trustee and such execution, delivery and
performance will not (i) violate the charter or by-laws of either Issuer
Trustee, (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 either Issuer Trustee is a party or by which it is bound, or
(iii) violate any law, governmental rule or regulation of the United States or
the State of Delaware, as the case may be, governing the corporate, banking,
trust or general powers of the

                                       34
<PAGE>

Property Trustee or the Delaware Trustee (as appropriate in context) or any
order, judgment or decree applicable to the Property Trustee or the Delaware
Trustee;

     (g) neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of
any of the transactions by the Property Trustee or the Delaware Trustee, as the
case may be, 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 Federal
law governing the banking, trust or general powers of the Property Trustee or
the Delaware Trustee (as appropriate in context) or under the laws of the United
States or the State of Delaware; and

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

     Section 7.2. Representations and Warranties of Depositor.

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

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

     (b) there are no taxes, fees or other governmental charges payable by the
Trust (or the Issuer 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 Property Trustee or the Delaware
Trustee, as the case may be, of this Trust Agreement.


                                       35
<PAGE>

                                  ARTICLE VIII

                     THE ISSUER TRUSTEES; THE ADMINISTRATORS

     Section 8.1. Certain Duties and Responsibilities.

     (a) The duties and responsibilities of the Issuer Trustees and the
Administrators shall be as provided by this Trust Agreement and, in the case of
the Property Trustee, subject to the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Trust Agreement shall require any of the Issuer
Trustees or the Administrators to expend or risk their own funds or otherwise
incur any financial liability in the performance of any of their duties
hereunder, or in the exercise of any of their rights or powers, if they shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Issuer Trustees or the Administrators shall be subject to the
provisions of this Section. Nothing in this Trust Agreement shall be construed
to release an Issuer Trustee or an Administrator from liability for its own
gross negligent action, its own gross negligent failure to act, or its own
willful misconduct. To the extent that, at law or in equity, an Administrator or
Issuer Trustee has duties (including fiduciary duties) and liabilities relating
thereto to the Trust or to the Holders, such Administrator or the Issuer Trustee
shall not be liable to the Trust or to any Holder for its 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
Administrators or Issuer Trustees otherwise existing at law or in equity, are
agreed by the Depositor and the Holders to replace such other duties and
liabilities of the Administrators and Issuer 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 such Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that none of the Administrators or the
Issuer Trustees are personally liable to it for any amount distributable in
respect of any Trust Security or for any other liability in respect of any Trust
Security. This Section 8.1(b) does not limit the liability of the Issuer
Trustees or the Administrators expressly set forth elsewhere in this Trust
Agreement and, in the case of the Property Trustee, in the Trust Indenture Act.

     (c) If an Event of Default has occurred and is continuing, the Property
Trustee shall enforce this Trust Agreement for the benefit of the Holders.

     (d) The Property Trustee, before the occurrence of any Event of Default and
after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Trust Agreement (including pursuant to Section 10.10), and no implied covenants
shall be read into this Trust Agreement against the Property Trustee. If an
Event of Default has occurred (that has not been cured or waived pursuant to
Section 5.13), the Property Trustee shall exercise such of the rights and powers
vested in it by this Trust

                                       36
<PAGE>

Agreement and use the same degree of care and skill in its exercise thereof as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

     (e) No provision of this Trust Agreement shall be construed to relieve the
Property Trustee from liability for its own negligent action or its own
negligent failure to act, 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 aggregate
     Liquidation Amount of the Preferred Securities relating to the time, method
     and place of conducting any proceeding for any remedy available to the
     Property Trustee, 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 Debentures and the Payment
     Account shall be to deal with such Property in 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 money held by the Property Trustee need not be segregated from other
     funds held by it except in relation to the Payment Account maintained by
     the Property Trustee pursuant to Section 3.1 and except to the extent
     otherwise required by law;

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

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

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

               (B) in the absence of bad faith on the part of the Property
          Trustee, the Property Trustee may conclusively rely, as to the truth
          of the statements and the correctness of the opinions expressed
          therein, upon any certificates or opinions furnished to the Property
          Trustee and conforming to the

                                       37
<PAGE>

          requirements of this Trust Agreement; but in the case of any such
          certificates or opinions that by any provision hereof or of the Trust
          Indenture Act are specifically required to be furnished to the
          Property Trustee, the Property Trustee shall be under a duty to
          examine the same to determine whether or not they conform to the
          requirements of this Trust Agreement; and

          (vii) subject to Section 8.1(c), no provision of this Trust Agreement
     shall require the Property Trustee to expend or risk its own funds or
     otherwise incur personal financial liability in the performance of any of
     its duties or in the exercise of any of its rights or powers, if the
     Property Trustee shall have reasonable grounds for believing that the
     repayment of such funds or liability is not reasonably assured to it under
     the terms of the Trust Agreement or indemnity reasonably satisfactory to it
     against such risk or liability is not reasonably assured to it.

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

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

     Section 8.2. Certain Notices.

     Within 90 days after the occurrence of any Event of Default actually known
to the Property Trustee, the Property Trustee shall transmit, in the manner and
to the extent provided in Section 10.8, notice of such Event of Default to the
Holders, the Administrators and the Depositor, unless such Event of Default
shall have been cured or waived.

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

     Section 8.3. Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

     (a) the Property Trustee may 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

                                       38
<PAGE>

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 any other provisions
contained herein or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Holders of 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 ten
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 Holders, 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 contemplated by this Trust
Agreement shall be sufficiently evidenced by an Officers Certificate;

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

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

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

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

                                       39
<PAGE>

     (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 or more Holders, 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
aggregate 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.

     Section 8.4. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Depositor, and none of the Issuer
Trustees and the Administrators assume any responsibility for their correctness.
The Issuer Trustees and the Administrators shall not be accountable for the use
or application by the Depositor of the proceeds of the Debentures.

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<PAGE>

     Section 8.5. May Hold Securities.

     Any Administrator, any Issuer 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 8.8 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 an
Administrator, Issuer Trustee or such other agent.

     Section 8.6. Compensation; Indemnity; Fees.

     Pursuant to the Indenture, the Depositor, as borrower, hereby agrees:

     (a) to pay to each Issuer Trustee and Paying Agent from time to time such
reasonable compensation for all services rendered by it hereunder as may be
agreed by the Depositor and each Issuer Trustee and Paying Agent, as applicable,
from time to time (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);

     (b) except as otherwise expressly provided herein, to reimburse each Issuer
Trustee upon its written request for all documented reasonable expenses,
disbursements and advances incurred or made by such Issuer Trustee 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 its
negligence or bad faith; and

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

     (d) to the fullest extent permitted by applicable law, to advance expenses
(including legal fees) incurred by an Indemnified Person in defending any claim,
demand, action, suit or proceeding, from time to time, prior to the final
disposition of such claim, demand, action, suit or proceeding upon receipt by
the Depositor of (i) a written affirmation by or on behalf of the Indemnified
Person of its or his good faith belief that it or he has met the standard of
conduct set forth in this Section 8.6 and (ii) an undertaking by or on behalf of
the Indemnified Person to repay such amount if it shall be determined that the
Indemnified Person is not entitled to be indemnified as authorized in the
preceding subsection.

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<PAGE>

     The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement or the resignation or removal of any Issuer Trustee.

     No Issuer Trustee or Paying Agent may claim any lien or charge on any Trust
Property as a result of any amount due pursuant to this Section 8.6.

     In the event that the Property Trustee is also acting as Paying Agent or
Securities Registrar hereunder, the rights and protections afforded to the
Property Trustee pursuant to this Article VIII shall also be afforded to such
Paying Agent or Securities Registrar.

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

     (a) There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Property Trustee with respect to the Trust
Securities shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

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

     (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,
in either case, a Person that satisfies for the Trust the requirements of
Section 3807(a) of the Business Trust Act..

     Section 8.8. 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. The Depositor, any Administrator, any Paying Agent and any Issuer
Trustee may engage in or possess an interest in other business ventures of any
nature or description, independently or with others, similar or dissimilar to
the business of the Trust, and the Trust and the Holders of Trust Securities
shall have no rights by virtue of this Trust Agreement in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. None of the Depositor, any Administrator,
any Paying Agent nor any Issuer 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, any Administrator, any Paying Agent or any Issuer Trustee
shall

                                       42
<PAGE>

have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Issuer Trustee or any Paying Agent may engage or be interested
in any financial or other transaction with the Depositor or any Affiliate of the
Depositor, or may act as depository for, trustee or agent for, or act on any
committee or body of holders of, securities or other obligations of the
Depositor or its Affiliates.

     Section 8.9. Co-Trustees and Separate Trustee.

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

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

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

     (a) The Trust Securities shall be executed by one or more Administrators
and 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 Property Trustee specified
hereunder, shall be exercised, solely by the Property Trustee and not by such
co-trustee or separate trustee.

     (b) The rights, powers, duties and obligations hereby conferred or imposed
upon the Property Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed by the Property
Trustee 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.

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<PAGE>

     (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.

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

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

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

     Section 8.10. Resignation and Removal of Issuer Trustees, Appointment of
Successor.

     No resignation or removal of any Issuer Trustee (the "Relevant Trustee")
and no appointment of a successor Issuer Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Issuer
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 Holders and by
appointing a successor Issuer Trustee meeting the applicable requirements
hereunder. If the instrument of acceptance by the successor Issuer 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 (pursuant to the Indenture, at the expense of the
Depositor), any court of competent jurisdiction for the appointment of a
successor Issuer Trustee.

     Subject to this Section 8.10, prior to the issuance of any Trust Securities
hereunder and, thereafter, unless a Debenture Event of Default shall have
occurred and be continuing, any Issuer Trustee may be removed at any time by Act
of the Depositor. After the issuance of the Preferred Securities and 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 aggregate Liquidation Amount of the
Preferred Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Trust).

     If either Issuer Trustee shall resign, be removed or become incapable of
acting as Property Trustee or Delaware Trustee, as the case may be, or if a
vacancy shall occur in the office of any Issuer Trustee for any cause, at a time
when no Debenture Event of Default shall have occurred and be continuing, the
Depositor, by written consent delivered to the Relevant Trustee, shall promptly
appoint a successor Issuer Trustee or Trustees, and the Relevant Trustee shall
comply with the applicable requirements of Section 8.11. If either Issuer
Trustee shall

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<PAGE>

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 be continuing, the Holders of the
Preferred Securities, by Act of the Holders of a majority in aggregate
Liquidation Amount of the Preferred Securities then Outstanding delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees, and such successor Trustee shall comply with the applicable
requirements of Section 8.11.

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

     Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event 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 the
Property Trustee (with the successor in each case being a Person who satisfies
the eligibility requirement for Delaware Trustee set forth in Section 8.7).

     Section 8.11. Acceptance of Appointment by Successor.

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

     Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the first or second preceding paragraph, as the case may be.

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

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<PAGE>

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

     Any corporation into which the Property Trustee or the Delaware Trustee may
be merged or converted or with which it may be consolidated, or any corporation
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 corporation 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.

     Section 8.13. Preferential Collection of Claims Against Depositor or Trust.

     If and when the Property Trustee or the Delaware Trustee shall be or become
a creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, 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).

     Section 8.14. Reports by the Property Trustee.

     (a) The Property Trustee shall transmit to Holders such reports concerning
the Property Trustee and its actions under this Trust Agreement as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. If required by Section 313(a) of the Trust Indenture
Act, the Property Trustee shall, within sixty days after each May 15, commencing
in , deliver to Holders a brief report, dated as of such May 15, which complies
with the provisions of such Section 313(a).

     (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with each national stock exchange, the
NASDAQ National Market or such other interdealer quotation system or
self-regulatory organization upon which the Trust Securities are listed or
traded, with the Commission and with the Depositor.

     Section 8.15. Reports to the Property Trustee.

     The Depositor and the Administrators 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, but in no
event later than 120 days after the end of each calendar year.

     Section 8.16. Evidence of Compliance with Conditions Precedent.

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

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<PAGE>

     Section 8.17. Number of Issuer Trustees.

     (a) Subject to Section 8.9, the number of Issuer Trustees shall be two,
provided that the Property Trustee and the Delaware Trustee may be the same
Person, subject to the applicable eligibility requirements set forth herein.

     (b) If an Issuer Trustee ceases to hold office for any reason, or if the
number of Issuer Trustees is increased or decreased in accordance with the
proviso in Section 8.17(a), a vacancy shall occur. The vacancy shall be filled
with an Issuer Trustee appointed in accordance with Section 8.10.

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

     Section 8.18. Delegation of Power by Administrators.

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

     (b) The Administrators 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 Administrators or otherwise as the Administrators may deem expedient, to the
extent such delegation is not prohibited by applicable law or contrary to the
provisions of this Trust Agreement, as set forth herein.

     Section 8.19. Appointment and Removal of Administrators.

     (a) The Administrators shall initially be James Risinger, John Poelker and
Thomas Clayton, and their successors shall be appointed by the Holders of a
majority in aggregate Liquidation Amount of the Common Securities and may resign
or be removed by the Holders of a majority in aggregate Liquidation Amount of
the Common Securities at any time. Upon any resignation or removal, the
Depositor shall appoint a successor Administrator. Each Administrator shall sign
an agreement, or a counterpart to this Trust Agreement, agreeing to comply with
the terms of this Trust Agreement. If at any time there is no Administrator, the
Property Trustee or any Holder who has been a Holder of Trust Securities for at
least six months may petition any court of competent jurisdiction for the
appointment of one or more Administrators.

     (b) Whenever a vacancy in the number of Administrators shall occur, until
such vacancy is filled by the appointment of an Administrator in accordance with
this Section 8.19, the Administrators in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrators and shall discharge all the duties imposed
upon the Administrators by this Trust Agreement.

                                       47
<PAGE>

     (c) Notwithstanding the foregoing or any other provision of this Trust
Agreement, if any Administrator who is a natural person dies or becomes, in the
opinion of the Holder of a majority in aggregate Liquidation Amount of the
Common Securities, incompetent or incapacitated, the vacancy created by such
death, incompetence or incapacity may be filled by the unanimous act of the
remaining Administrators, if there were at least two of them prior to such
vacancy, and by the Depositor, if there were not at least two such
Administrators immediately prior to such vacancy (with the successor being a
Person who satisfies the eligibility requirement for Administrators set forth in
Section 8.7).

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

     Section 9.1. Termination Upon Expiration Date.

     Unless earlier terminated, the Trust shall automatically dissolve on (the
"Expiration Date"). Thereafter, the Trust Property shall be distributed in
accordance with Section 9.4.

     Section 9.2. Early Termination.

     The first to occur of any of the following events is an "Early Termination
Event," the occurrence of which shall cause a dissolution of the Trust:

     (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Depositor in its capacity as Holder of the Common
Securities;

     (b) the written direction to the Property Trustee from the Depositor at any
time (which direction is optional and wholly within the discretion of the
Depositor subject to the receipt of any necessary approvals by the Regulator
that may then be required under applicable capital guidelines, rules,
regulations or policies of the Regulator) to dissolve the Trust and distribute
Debentures to Holders in exchange for the Preferred Securities;

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

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

     Section 9.3. Termination.

     The respective obligations and responsibilities of the Issuer Trustees, the
Administrators 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 Holders of all amounts required to be distributed hereunder upon the
liquidation of the Trust pursuant to Section 9.4, or upon the redemption of all
of the Trust Securities pursuant to Section 4.2; (b) the payment of all expenses
owed by the Trust; and (c) the discharge of all administrative duties of the
Administrators,

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<PAGE>

including the performance of any tax reporting obligations with respect to the
Trust or the Holders.

     Section 9.4. Liquidation.

     (a) If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by
the Property Trustee as expeditiously as the Property Trustee determines to be
possible by distributing, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, and subject to Section 4.3(a) and 9.4(d),
to each Holder a Like Amount of Debentures. 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 Debentures; and

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

     (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Trust and distribution of the Debentures to Holders, 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 Debentures in exchange for the Outstanding Trust Securities
Certificates.

     (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Debentures will be issued to Holders
of Trust Securities Certificates, upon surrender of such certificates to the
Administrators or their agent for exchange, (iii) the Depositor shall use its
best efforts to have the Debentures listed on the New York Stock Exchange or on
such other exchange, interdealer quotation system or self-regulatory
organization as the Preferred Securities are then listed, (iv) any Trust
Securities Certificates not so surrendered for exchange will be deemed to
represent a Like Amount of Debentures, accruing interest at the rate provided
for in the 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 Debentures) and (v) all rights of Holders holding Trust
Securities will cease, except the right of such Holders to receive Debentures
upon surrender of Trust Securities Certificates.

                                       49
<PAGE>

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

     (e) Upon the completion of the liquidation of the Trust, the Property
Trustee shall file a certificate of cancellation with the Secretary of State in
the State of Delaware and the Trust shall terminate.

     Section 9.5. Mergers, Consolidations, Conversions, Amalgamations or
Replacements of the Trust.

     The Trust may not merge with or into, consolidate, convert into,
amalgamate, be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, except pursuant to this
Section 9.5 or Section 9.4. At the request of the Holders of at least a majority
in aggregate Liquidation Amount of the Common Securities, with the consent of
the Holders of at least a majority in aggregate Liquidation Amount of the
Preferred Securities but without the consent of the Issuer Trustees, 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 the State of Delaware; provided, that
(a) such successor entity either (i) expressly assumes all of the obligations of
the Trust with respect to the Preferred Securities or (ii) 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, (b) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (c) the Successor Securities are listed or traded, or
any Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed or traded, if any, (d) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (e) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely

                                       50
<PAGE>

affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect, (f)
such successor entity has a purpose substantially similar to that of the Trust,
(g) prior to such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, the Property Trustee has received an Opinion of Counsel
experienced in such matters to the effect that (i) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect, (ii)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor such successor entity will be required
to register as an investment company under the 1940 Act and (iii) the proposed
action will not cause the Trust or such successor entity to be classified as an
association that is taxable as a corporation for U.S. federal income tax
purposes, and (h) 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 aggregate Liquidation Amount of the Preferred Securities,
consolidate, amalgamate, merge with or into, convert into, be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other Person or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Trust or the
successor entity to be classified as other than a grantor trust for United
States federal income tax purposes.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

     Section 10.1. Limitation of Rights of Holders.

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

     Section 10.2. Amendment.

     (a) This Trust Agreement may be amended from time to time by the Property
Trustee and the Depositor, without the consent of the Holders of the Preferred
Securities, (i) to cure any ambiguity, correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this
Trust Agreement to such extent as shall be necessary to ensure that the 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

                                       51
<PAGE>

under the 1940 Act; provided, however, that, in either case, such action shall
not adversely affect in any material respect the interests of any Holder.

     (b) Except as provided in Section 6.1(c) or Section 10.2(c) hereof, any
provision of this Trust Agreement may be amended by the Property Trustee and the
Depositor with (i) the consent of Holders representing not less than a majority
(in aggregate Liquidation Amount) of the Preferred Securities then Outstanding
and (ii) receipt by the Property Trustee of an Opinion of Counsel experienced in
such matters to the effect that such amendment or the exercise of any power
granted to the Issuer Trustees in accordance with such amendment will not affect
the 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
1940 Act.

     (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Holder, this Trust Agreement may
not be amended to (i) change the amount or timing of any Distribution on the
Trust Securities or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Trust Securities as of a specified date or
(ii) restrict the right of a Holder to institute suit against the Depositor for
the enforcement of any such Distribution on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the Holders, this
paragraph (c) of this Section 10.2 may not be amended.

     (d) Notwithstanding any other provisions of this Trust Agreement, no Issuer
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to fail or cease to qualify for the exemption from
status of an investment company under the 1940 Act or 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 and the Administrators, this Trust
Agreement may not be amended in a manner which imposes any additional obligation
on the Depositor or the Administrators.

     (f) In the event that any amendment to this Trust Agreement is made, the
Administrators shall promptly provide to the Depositor a copy of such amendment,
and the Property Trustee shall promptly provide to the Holders 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
powers, rights, duties or immunities under this Trust Agreement, and any
proposed amendment to such effect shall be without force or effect until the
affected Issuer Trustee has given its affirmative approval thereto in writing.
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.

     Section 10.3. Separability.

     In case any provision in this Trust Agreement or in the Trust Securities
Certificates, or the application of such provision to any person or
circumstance, shall be invalid, illegal or

                                       52
<PAGE>

unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     Section 10.4. Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS,
THE TRUST, THE DEPOSITOR, THE ISSUER TRUSTEES AND THE ADMINISTRATORS SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR ANY OTHER
JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT THERE
SHALL NOT BE APPLICABLE TO THE HOLDERS, THE TRUST, THE DEPOSITOR, THE TRUSTEES
OR THIS TRUST AGREEMENT ANY PROVISION OF THE LAWS (STATUTORY OR COMMON) OF THE
STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER
INCONSISTENT WITH THE TERMS HEREOF (A) THE FILING WITH ANY COURT OR GOVERNMENT
BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B)
AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR
EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER
GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL
OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES
TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE
NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO
THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G)
THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR
LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE
LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF THE TRUSTEES AS SET
FORTH OR REFERENCED IN THIS TRUST AGREEMENT. SECTION 3540 OF TITLE 12 OF THE
DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

     Section 10.5. Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day that is a Business Day (except as otherwise
provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no interest shall accrue
thereon for the period after such date.

     Section 10.6. Successors.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust, the Administrators or the Relevant
Trustee, including any

                                       53
<PAGE>

successor by operation of law. Except in connection with transactions permitted
under Article V of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

     Section 10.7. Headings.

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

     Section 10.8. Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Holder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of Preferred Securities, to such Holders of Preferred Securities as such
Holder'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 Old National
Bancorp, 420 Main Street, Evansville, Indiana 47708, Attention: Corporate
Secretary, facsimile no.: 812-464-1567. Such notice, demand or other
communication to or upon a Holder shall be deemed to have been sufficiently
given or made, for all purposes, upon hand delivery, mailing or transmission.
Such notice, demand or other communication to or upon the Depositor shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Depositor.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Administrators shall be
given in writing addressed (until another address is published by the Trust) as
follows: (a) with respect to the Property Trustee to Bank One Trust Company, NA,
Attention: Corporate Trust Administration; (b) with respect to the Delaware
Trustee, to Bank One Delaware, Inc., Attention: Legal Dept./First USA; and (c)
with respect to the Administrators, to them at the address above for notices to
the Depositor, marked "Attention Administrators of ONB Capital Trust II." 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.

     Section 10.9. Agreement Not to Petition.

     Each of the Issuer Trustees and the Depositor agree for the benefit of the
Holders that, until at least one year and one day after the Trust has been
terminated in accordance with Article IX, they shall not file, or join in the
filing of, a petition against the Trust under any bankruptcy, 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 10.9, the
Property Trustee agrees, for the benefit of Holders, that at the expense of the
Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the

                                       54
<PAGE>

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
and such other defenses, if any, as counsel for the Issuer Trustee or the Trust
may assert. The provisions of this Section 10.9 shall survive the termination of
this Trust Agreement.

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

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

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

     (c) If any provision hereof limits, qualifies or conflicts with the duties
imposed by Sections 310 through 317, inclusive, of the Trust Indenture Act
through the operation of Section 318(c) thereof, such imposed duties 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 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 ownership interests in the Trust Property.

     Section 10.11. Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

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

     Section 10.12. Counterparts.

     This Trust Agreement may contain more than one counterpart of the signature
page and this Trust Agreement may be executed by the affixing of the signature
of each of the Issuer Trustees, the Depositor and Administrators to any of such
counterpart signature pages. All of such counterpart signature pages shall be
read as though one, and they shall have the same force and effect as though all
of the signers had signed a single signature page.

                                       55
<PAGE>

IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as
of the day and year first above written.


                                                BANK ONE DELAWARE, INC.,
                                                     as Delaware Trustee

                                                By: ___________________________
                                                      Name:
                                                      Title:



                                                 BANK ONE TRUST COMPANY, NA,
                                                     as Property Trustee


                                                By: ___________________________
                                                      Name:
                                                      Title:



                                                OLD NATIONAL BANCORP,
                                                     as Depositor


                                                By: ___________________________
                                                      Name:
                                                      Title:


Attest:    By: ___________________________
                 Name:
                 Title:


                                                By: ___________________________
                                                      Name: James Risinger
                                                      Administrator

                                                By: ___________________________
                                                      Name: John Poelker
                                                      Administrator

                                                By: ___________________________
                                                      Name: Thomas Clayton
                                                      Administrator

                                       56
<PAGE>

                                    EXHIBIT A


                       FORM OF COMMON SECURITY CERTIFICATE


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

Certificate Number                                 Number Of Common Securities:
[      ]                                           [        ]

                    Certificate Evidencing Common Securities

                                       of

                              ONB Capital Trust II


                                         % Common Securities
                  (Liquidation Amount $25 Per Common Security)

     ONB Capital Trust II, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Old National Bancorp
(the "Holder") is the registered owner of [ ] ($[ ]) common securities of the
Trust representing undivided beneficial ownership interests of the Trust and
designated the % Common Securities (liquidation amount $25 per Common Security)
(the "Common Securities"). To the extent set forth in Section 5.11 of the Trust
Agreement (as defined below) the Common Securities are not transferable and any
attempted transfer hereof shall be null and void ab initio. 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 pursuant to, 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 , among the Administrators named therein,
Bank One Delaware, Inc., as Delaware Trustee, Bank One Trust Company, NA, as
Property Trustee, the Holder, as Depositor, and the Holders from time to time of
the Trust Securities, as the same may be amended, supplemented or restated from
time to time (the "Trust Agreement") including the designation of the terms of
the 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. Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the
Trust Agreement.

     By acceptance of this certificate, the Holder agrees to treat, for United
States federal income tax purposes, the Debentures as indebtedness.

                                      A-1
<PAGE>

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

     This certificate and the Common Securities shall be governed by and
interpreted in accordance with the laws of the State of Delaware (without regard
to principles of conflict of laws).

     IN WITNESS WHEREOF, one of the Administrators of the Trust has executed
this certificate this     day of     .

                           ONB Capital Trust II



                           By: _____________________________________
                                    Name:
                                    Administrator



                                      A-2
<PAGE>

                                    EXHIBIT B

                     FORM OF PREFERRED SECURITY CERTIFICATE

         Insert the first paragraph only if this is a global security:

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

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, A NEW YORK CORPORATION ("DTC")) TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Certificate Number:                            Number Of Preferred Securities:
[       ]                                      [       ]

                                               CUSIP No.

                   Certificate Evidencing Preferred Securities

                                       of

                              ONB Capital Trust II

                                         % Preferred Securities

                 (Liquidation Amount $25 Per Preferred Security)

     ONB Capital Trust II, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of [     ] ($[     ]) preferred securities of
the Trust representing non-voting,

                                      B-1
<PAGE>

cumulative, preferred undivided beneficial ownership interests in the Trust
Property of the Trust and designated the ONB Capital Trust II    % Preferred
Securities (liquidation amount $25 per security) (the "Preferred Securities").
The Preferred Securities are transferable on the books and records of the Trust,
in person or by a duly authorized attorney, upon surrender of this certificate
duly endorsed and in proper form for transfer as provided in Section 5.4 of the
Trust Agreement. The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued
pursuant to, 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 , among
the Administrators named therein, Bank One Delaware Inc., as Delaware Trustee,
Bank One Trust Company, NA, as Property Trustee, Old National Bancorp, as
Depositor, and the Holders from time to time of the Trust Securities, as the
same may be amended, supplemented or restated from time to time (the "Trust
Agreement"), including the designation of the terms of Preferred Securities as
set forth therein. The Holder is entitled to the benefits of the Guarantee
Agreement entered into by Old National Bancorp, an Indiana corporation, and Bank
One Trust Company, NA, as guarantee trustee, dated as of      , as the same may
be amended from time to time (the "Guarantee"), to the extent provided therein.
The Trust will furnish a copy of the Trust Agreement and the Guarantee to the
Holder without charge upon written request to the Trust at its principal place
of business or registered office. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Trust Agreement.

     By acceptance of this certificate, the Holder agrees to treat, for United
States federal income tax purposes, the Debentures as indebtedness.

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

     This certificate and the Preferred Securities shall be governed by and
interpreted in accordance with the laws of the State of Delaware (without regard
to principles of conflict of laws).

     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 Administrators of the Trust has executed
this certificate this day of .

                              ONB Capital Trust II



                              By: _____________________________________
                                      Name:
                                      Administrator


                                      B-2
<PAGE>

                                   ASSIGNMENT

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

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

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

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

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

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

          ---------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints

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

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

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

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

Date:


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

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

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




                                      B-3