Exhibit No. 4.02

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                      AMENDED AND RESTATED TRUST AGREEMENT

                                      among

                       FNB FINANCIAL SERVICES CORPORATION
                                  as Depositor

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                               as Property Trustee

                      DEUTSCHE BANK TRUST COMPANY DELAWARE,
                               as Delaware Trustee

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                            as Admistrative Trustees

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

                           Dated as of August 23, 2005

                     FNB FINANCIAL SERVICES CAPITAL TRUST I

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<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>                                                                                             <C>
ARTICLE I. Defined Terms .....................................................................   1
    SECTION 1.1. Definitions .................................................................   1

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

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

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

ARTICLE V. Securities ........................................................................  24
    SECTION 5.1. Initial Ownership ...........................................................  24
    SECTION 5.2. Authorized Trust Securities .................................................  24
    SECTION 5.3. Issuance of the Common Securities; Subscription and Purchase of Notes .......  24
    SECTION 5.4. The Securities Certificates .................................................  25
    SECTION 5.5. Rights of Holders ...........................................................  25
    SECTION 5.6. Book-Entry Preferred Securities .............................................  26
    SECTION 5.7. Registration of Transfer and Exchange of Preferred Securities Certificates ..  27
    SECTION 5.8. Mutilated, Destroyed, Lost or Stolen Securities Certificates ................  29
    SECTION 5.9. Persons Deemed Holders ......................................................  29
    SECTION 5.10. Cancellation ...............................................................  29
    SECTION 5.11. Ownership of Common Securities by Depositor ................................  30
    SECTION 5.12. Restricted Legends .........................................................  30
    SECTION 5.13. Form of Certificate of Authentication ......................................  33
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                             <C>
ARTICLE VI. Meetings; Voting; Acts of Holders ................................................  33
    SECTION 6.1. Notice of Meetings ..........................................................  33
    SECTION 6.2. Meetings of Holders of the Preferred Securities .............................  34
    SECTION 6.3. Voting Rights ...............................................................  34
    SECTION 6.4. Proxies, Etc ................................................................  34
    SECTION 6.5. Holder Action by Written Consent ............................................  35
    SECTION 6.6. Record Date for Voting and Other Purposes ...................................  35
    SECTION 6.7. Acts of Holders .............................................................  35
    SECTION 6.8. Inspection of Records .......................................................  36
    SECTION 6.9. Limitations on Voting Rights ................................................  36
    SECTION 6.10. Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults   37

ARTICLE VII. Representations and Warranties ..................................................  39
    SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware
                 Trustee .....................................................................  39
    SECTION 7.2. Representations and Warranties of Depositor .................................  40

ARTICLE VIII. The Trustees ...................................................................  41
    SECTION 8.1. Number of Trustees ..........................................................  41
    SECTION 8.2. Property Trustee Required ...................................................  41
    SECTION 8.3. Delaware Trustee Required ...................................................  42
    SECTION 8.4. Appointment of Administrative Trustees ......................................  42
    SECTION 8.5. Duties and Responsibilities of the Trustees .................................  43
    SECTION 8.6. Notices of Defaults and Extensions ..........................................  44
    SECTION 8.7. Certain Rights of Property Trustee ..........................................  45
    SECTION 8.8. Delegation of Power .........................................................  47
    SECTION 8.9. May Hold Securities .........................................................  47
    SECTION 8.10. Compensation; Reimbursement; Indemnity .....................................  47
    SECTION 8.11. Resignation and Removal; Appointment of Successor ..........................  48
    SECTION 8.12. Acceptance of Appointment by Successor .....................................  49
    SECTION 8.13. Merger, Conversion, Consolidation or Succession to Business ................  50
    SECTION 8.14. Not Responsible for Recitals or Issuance of Securities .....................  50
    SECTION 8.15. Property Trustee May File Proofs of Claim ..................................  50
    SECTION 8.16. Reports to and from the Property Trustee ...................................  51

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

ARTICLE X. Information to Purchaser ..........................................................  55
    SECTION 10.1. Depositor Obligations to Purchaser .........................................  55
    SECTION 10.2. Property Trustee's Obligations to Purchaser ................................  55

ARTICLE XI. Miscellaneous Provisions .........................................................  56
    SECTION 11.1. Limitation of Rights of Holders ............................................  56
    SECTION 11.2. Agreed Tax Treatment of Trust and Trust Securities .........................  56
    SECTION 11.3. Amendment ..................................................................  56
    SECTION 11.4. Separability ...............................................................  57
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                                             <C>
    SECTION 11.5. Governing Law ..............................................................  58
    SECTION 11.6. Successors .................................................................  58
    SECTION 11.7. Headings ...................................................................  58
    SECTION 11.8. Reports, Notices and Demands ...............................................  58
    SECTION 11.9. Agreement Not to Petition ..................................................  59
</TABLE>

Exhibit A    Certificate of Trust of FNB Financial Services Capital Trust I
Exhibit B    Form of Common Securities Certificate
Exhibit C    Form of Preferred Securities Certificate
Exhibit D    Junior Subordinated Indenture
Exhibit E    Form of Transferee Certificate to be Executed by Transferees other
             than QIBs
Exhibit F    Form of Transferor Certificate to be Executed by QIBs
Exhibit G    Form of Officer's Certificate

Schedule A   Calculation of LIBOR


                                       iii

<PAGE>

      AMENDED AND RESTATED TRUST  AGREEMENT,  dated as of August 23, 2005, among
(i) FNB Financial Services Corporation,  a North Carolina corporation (including
any successors or permitted assigns, the "Depositor"),  (ii) Deutsche Bank Trust
Company Americas, a New York banking  corporation,  as property trustee (in such
capacity, the "Property Trustee"), (iii) Deutsche Bank Trust Company Delaware, a
Delaware  banking  corporation,  as  Delaware  trustee  (in such  capacity,  the
"Delaware  Trustee"),  (iv)  Pressley  A.  Ridgill,  an  individual,  Michael W.
Shelton,  an  individual,  and Barry Z.  Dodson,  an  individual,  each of whose
address is c/o FNB Financial Services  Corporation,  1501 Highwoods Blvd., Suite
400, Greensboro, NC 27410, as administrative trustees (in such capacities,  each
an "Administrative  Trustee" and,  collectively,  the "Administrative  Trustees"
and,  together  with  the  Property  Trustee  and  the  Delaware  Trustee,   the
"Trustees") and (v) the several Holders, as hereinafter defined.

WITNESSETH

      WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee have
heretofore created a Delaware statutory trust pursuant to the Delaware Statutory
Trust Act by  entering  into a Trust  Agreement,  dated as of June 28, 2005 (the
"Original Trust  Agreement"),  and by executing and filing with the Secretary of
State of the State of Delaware the  Certificate of Trust,  substantially  in the
form attached as Exhibit A; and

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

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

                                   ARTICLE I.

                                  DEFINED TERMS

SECTION 1.1. Definitions.

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

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

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

<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", a "Section", a "Schedule" or an "Exhibit" refers to an Article,
      a Section,  a Schedule  or an  Exhibit,  as the case may be, of or to this
      Trust Agreement;

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

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

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

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

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

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

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

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

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

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

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

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


                                        2

<PAGE>

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

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

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

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

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

            "Calculation Agent" has the meaning specified in Section 4.10.
                                                             ------------

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

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

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

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

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


                                        3

<PAGE>

      "Common Security" means an undivided  beneficial interest in the assets of
the Trust,  having a Liquidation Amount of $1,000 and having the rights provided
therefor in this Trust Agreement.

      "Corporate  Trust  Office"  means the  principal  office  of the  Property
Trustee at which any  particular  time its  corporate  trust  business  shall be
administered,  which office at the date of this Trust Agreement is located at 60
Wall Street,  New York,  New York  10005-2858,  Attention:  Corporate  Trust and
Agency Services.

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

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

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

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

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

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

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

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

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

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

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

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


                                       4

<PAGE>

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

            (b) default by the Trust in the payment of any Distribution  when it
      becomes due

            and payable, and continuation of such default for a period of thirty
      (30) days; or

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

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

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

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

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

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

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

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

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

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

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


                                        5

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                        6

<PAGE>

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

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

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

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

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

      "Officers'  Certificate" means a certificate signed by the Chief Executive
Officer,  the  President  or an  Executive  Vice  President,  and by  the  Chief
Financial Officer,  Treasurer or an Assistant Treasurer,  of the Depositor,  and
delivered to the Trustees.  Any Officers'  Certificate delivered with respect to
compliance  with a condition or covenant  provided  for in this Trust  Agreement
(other than the  Officers'  Certificate  provided  pursuant to Section  8.16(a))
shall include:

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

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

            (c) a  statement  that such  officer  has made such  examination  or
      investigation as, in such 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 such officer,  such
      condition or covenant has been complied with.

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

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

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


                                        7

<PAGE>

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

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

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

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

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

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

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

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

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


                                        8

<PAGE>

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

      "Placement Agent" means Credit Suisse First Boston LLC, as Placement Agent
pursuant to the Placement Agreement, whose address is Eleven Madison Avenue, New
York, New York 10010.

      "Placement  Agreement" means the Placement  Agreement,  dated as of August
23, 2005,  executed and delivered by the Trust,  the Depositor and Credit Suisse
First Boston LLC, as placement agent.

      "Preferred  Security" means an undivided beneficial interest in the assets
of the  Trust,  having a  Liquidation  Amount of $1,000  and  having  the rights
provided therefor in this Trust Agreement.

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

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

      "Purchaser"  means Credit Suisse First Boston,  acting  through its Cayman
Islands  branch,  as  purchaser  of the  Preferred  Securities  pursuant  to the
Subscription  Agreement,  whose  address is c/o Credit  Suisse First Boston LLC,
Eleven Madison Avenue, New York, New York 10010.

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

      "Redemption  Date"  means,  with  respect  to  any  Trust  Security  to be
redeemed,  the date  fixed for such  redemption  by or  pursuant  to this  Trust
Agreement;  provided, that each Note Redemption Date and the stated maturity (or
any date of  principal  repayment  upon early  maturity) of the Notes shall be a
Redemption Date for a Like Amount of Trust Securities.

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

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

      "Responsible  Officer" means,  with respect to the Property  Trustee,  any
Senior Vice  President,  any Vice President,  any Assistant Vice President,  the
Secretary,  any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust  Officer or Assistant  Trust Officer or any other officer of the Corporate
Trust Department of the Property Trustee and also means, with


                                        9

<PAGE>

respect to a particular  corporate trust matter,  any other officer to whom such
matter is referred  because of that officer's  knowledge of and familiarity with
the particular subject.

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

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

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

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

      "Subscription  Agreement"  means  the  Preferred  Securities  Subscription
Agreement, dated as of August 23, 2005, by and among the Company, the Trust, the
Purchaser and Credit Suisse First Boston LLC (as to certain provisions thereof).

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

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

      "Trust"  means  the  Delaware  statutory  trust  known  as "FNB  Financial
Services Capital Trust I," which was created on [Date of Trust Formation], under
the Delaware  Statutory  Trust Act pursuant to the Original Trust  Agreement and
the filing of the  Certificate  of Trust,  and continued  pursuant to this Trust
Agreement.

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

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

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

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


                                       10

<PAGE>

                                   ARTICLE II.

                                    THE TRUST

      SECTION 2.1. Name.

      The  trust  continued  hereby  shall be known as "FNB  Financial  Services
Capital  Trust  I," as  such  name  may be  modified  from  time  to time by the
Administrative  Trustees  following  written  notice  to the  Holders  of  Trust
Securities  and the other  Trustees,  in which name the Trustees may conduct the
business  of the Trust,  make and execute  contracts  and other  instruments  on
behalf of the Trust and sue and be sued.

      SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business.

      The  address  of the  Delaware  Trustee in the State of  Delaware  is 1011
Centre Road, Suite 200, Wilmington,  Delaware 19805, Attention:  Corporate Trust
and Agency  Services,  or such other  address  in the State of  Delaware  as the
Delaware Trustee may designate by written notice to the Holders,  the Depositor,
the Property Trustee and the Administrative  Trustees.  The principal  executive
office of the Trust is c/o FNB Financial  Services  Corporation  1501  Highwoods
Blvd., Suite 400, Greensboro,  NC 27410, Attention:  Chief Operating Officer, as
such  address may be changed  from time to time by the  Administrative  Trustees
following written notice to the Holders and the other Trustees.

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

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

      SECTION 2.4.  Purposes of Trust. (a) The exclusive  purposes and functions
of the Trust are to (i) issue and sell  Trust  Securities  and use the  proceeds
from such sale to acquire  the Notes and (ii)  engage in only  those  activities
necessary or incidental thereto.  The Delaware Trustee, the Property Trustee and
the Administrative  Trustees are trustees of the Trust, and have all the rights,
powers  and  duties  to  the  extent  set  forth  herein.  The  Trustees  hereby
acknowledge that they are trustees of the Trust.

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


                                       11

<PAGE>

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

      SECTION 2.5. Authorization to Enter into Certain Transactions.

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

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

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

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

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

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

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

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

                  (G)  execution and delivery of closing  certificates,  if any,
            pursuant to the Placement  Agreement and  application for a taxpayer
            identification number for the Trust;


                                       12

<PAGE>

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

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

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

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

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

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

                  (B) the establishment of the Payment Account;

                  (C) the  collection  of  interest,  principal  and  any  other
            payments made in

                  respect of the Notes and the  holding  of such  amounts in the
            Payment Account;

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

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

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

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

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

                  (I) 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


                                       13

<PAGE>

            for the benefit of the Holders (without  consideration of the effect
            of any such action on any particular Holder).

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

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

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

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

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

      SECTION 2.6. Assets of Trust.

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

      SECTION  2.7.  Title to  Trust  Property.

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

      (b) The  Holders  shall not have any right or title to the Trust  Property
other  than  the  undivided  beneficial  interest  in the  assets  of the  Trust
conferred by their Trust Securities and


                                       14

<PAGE>

they shall have no right to call for any  partition  or  division  of  property,
profits or rights of the Trust except as described  below.  The Trust Securities
shall be personal property giving only the rights specifically set forth therein
and in this Trust Agreement.

                                  ARTICLE III.

      PAYMENT ACCOUNT; PAYING AGENTS SECTION

      3.1. Payment Account.

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

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

      SECTION 3.2. Appointment of Paying Agents.

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


                                       15

<PAGE>

                                   ARTICLE IV.

                            DISTRIBUTIONS; REDEMPTION

      SECTION 4.1. Distributions.

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

            (i)  Distributions on the Trust Securities shall be cumulative,  and
      shall accumulate whether or not there are funds of the Trust available for
      the payment of Distributions.  Distributions  shall accumulate from August
      23, 2005, and,  except as provided in clause (ii) below,  shall be payable
      quarterly in arrears on March 30th, June 30th, September 30th and December
      30th of each year,  commencing on September 30, 2005. If any date on which
      a  Distribution  is  otherwise  payable on the Trust  Securities  is not a
      Business Day, then the payment of such  Distribution  shall be made on the
      next  succeeding  Business Day (and no interest shall accrue in respect of
      the amounts whose payment is so delayed for the period from and after each
      such date until the next  succeeding  Business Day),  except that, if such
      Business  Day falls in the next  succeeding  calendar  year,  such payment
      shall be made on the  immediately  preceding  Business  Day, in each case,
      with the same force and effect as if made on such date (each date on which
      Distributions  are payable in accordance  with this Section  4.1(a)(i),  a
      "Distribution Date");

            (ii) in the event (and to the extent) that the  Depositor  exercises
      its right  under the  Indenture  to defer the  payment of  interest on the
      Notes,  Distributions on the Trust Securities shall be deferred. Under the
      Indenture, so long as no Note Event of Default pursuant to paragraphs (c),
      (e),  (f), (g) or (h) of Section 5.1 of the  Indenture has occurred and is
      continuing,  the Depositor shall have the right, at any time and from time
      to time during the term of the Notes,  to defer the payment of interest on
      the Notes for a period of up to twenty (20) consecutive quarterly interest
      payment periods (each such extended interest payment period, an "Extension
      Period"),  during which Extension Period no interest on the Notes shall be
      due and  payable  (except  any  Additional  Tax  Sums  that may be due and
      payable).  No interest  on the Notes  shall be due and  payable  during an
      Extension  Period,  except at the end  thereof,  but each  installment  of
      interest  that  would  otherwise  have been due and  payable  during  such
      Extension Period shall bear Additional  Interest (to the extent payment of
      such interest would be legally  enforceable) at a variable rate per annum,
      reset quarterly,  equal to LIBOR plus 1.46, compounded quarterly, from the
      dates on which  amounts  would have  otherwise  been due and payable until
      paid or until funds for the payment  thereof have been made  available for
      payment.  If  Distributions  are  deferred,   the  deferred  Distributions
      (including Additional Interest Amounts) shall be paid on the date that the
      related Extension Period terminates, to Holders of the Trust Securities as
      they  appear on the  books and  records  of the Trust on the  record  date
      immediately preceding such termination date.


                                       16

<PAGE>

            (iii)  Distributions  shall  accumulate  in  respect  of  the  Trust
      Securities at a variable rate per annum,  reset quarterly,  equal to LIBOR
      plus 1.46% of the Liquidation  Amount of the Trust  Securities,  such rate
      being the rate of interest payable on the Notes. LIBOR shall be determined
      by the  Calculation  Agent in  accordance  with  Schedule A. The amount of
      Distributions  payable for any period less than a full Distribution period
      shall be computed on the basis of a 360-day year and the actual  number of
      days  elapsed  in  the  relevant   Distribution   period.  The  amount  of
      Distributions payable for any period shall include any Additional Interest
      Amounts in respect of such period; and

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

      (b)  Distributions  on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders  thereof as they  appear on the  Securities
Register  for the Trust  Securities  at the close of  business  on the  relevant
record  date,  which  shall be at the close of  business  on the  fifteenth  day
(whether  or not a Business  Day)  preceding  the  relevant  Distribution  Date.
Distributions  payable on any Trust  Securities  that are not punctually paid on
any  Distribution  Date as a result of the  Depositor  having  failed to make an
interest payment under the Notes will cease to be payable to the Person in whose
name such Trust  Securities are registered on the relevant record date, and such
defaulted  Distributions  and any  Additional  Interest  Amounts will instead be
payable to the Person in whose name such Trust  Securities are registered on the
special record date, or other specified date for determining Holders entitled to
such defaulted  Distribution and Additional Interest Amount,  established in the
same manner,  and on the same date, as such is  established  with respect to the
Notes under the Indenture.

      SECTION  4.2.  Redemption.  (a) On each  Note  Redemption  Date and on the
stated maturity (or any date of principal  repayment upon early maturity) of the
Notes and on each other date on (or in respect  of) which any  principal  on the
Notes is repaid,  the Trust will be  required  to redeem a Like  Amount of Trust
Securities at the Redemption Price.

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

            (i) the Redemption Date;

            (ii) the  Redemption  Price or, if the  Redemption  Price  cannot be
      calculated  prior to the time  the  notice  is  required  to be sent,  the
      estimate of the Redemption  Price provided  pursuant to the Indenture,  as
      calculated  by the  Depositor,  together  with a  statement  that it is an
      estimate and that the actual  Redemption  Price will be  calculated by the
      Calculation  Agent on the fifth Business Day prior to the Redemption  Date
      (and if an


                                       17

<PAGE>

      estimate  is  provided,  a  further  notice  shall  be sent of the  actual
      Redemption Price on the date that such Redemption Price is calculated);

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

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

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

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

      (c) The Trust Securities (or portion thereof)  redeemed on each Redemption
Date  shall be  redeemed  at the  Redemption  Price with the  proceeds  from the
contemporaneous  redemption or payment at maturity of Notes.  Redemptions of the
Trust  Securities (or portion  thereof)  shall be made and the Redemption  Price
shall be payable on each  Redemption  Date only to the extent that the Trust has
funds then on hand and available in the Payment  Account for the payment of such
Redemption  Price.  Under  the  Indenture,  the  Notes  may be  redeemed  by the
Depositor on any Interest Payment Date, at the Depositor's  option,  on or after
September 30, 2010, in whole or in part, from time to time at a redemption price
equal to one hundred percent (100%) of the principal  amount thereof,  together,
in the  case of any  such  redemption,  with  accrued  interest,  including  any
Additional  Interest,  to but  excluding  the date  fixed  for  redemption  (the
"Indenture Redemption Price");  provided, that the Depositor shall have received
the prior approval of the Federal  Reserve if then required.  The Notes may also
be redeemed by the Depositor,  at its option, in whole but not in part, upon the
occurrence of a Capital Disqualification Event, an Investment Company Event or a
Tax Event at the Special Event Redemption Price (as set forth in the Indenture).

      (d) If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities,  then by 10:00 A.M., New York City time, on the Redemption
Date, the Depositor shall deposit  sufficient funds with the Property Trustee to
pay the Redemption  Price.  If such deposit has been made by such time,  then by
12:00 noon,  New York City time, on the Redemption  Date,  the Property  Trustee
will, with respect to Book-Entry Preferred Securities,  irrevocably deposit with
the Depositary for such Book-Entry Preferred Securities, to the extent available
therefor,  funds sufficient to pay the applicable Redemption Price and will give
such  Depositary  irrevocable  instructions  and authority to pay the Redemption
Price to the Holders of the  Preferred  Securities.  With  respect to  Preferred
Securities that are not Book-Entry  Preferred  Securities,  the Property Trustee
will  irrevocably  deposit  with  the  Paying  Agent,  to the  extent  available
therefor,  funds sufficient to pay the applicable Redemption Price and will give
the Paying Agent  irrevocable  instructions  and authority to pay the Redemption
Price  to the  Holders  of the  Preferred  Securities  upon  surrender  of their
Preferred Securities Certificates.  Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any


                                       18

<PAGE>

Trust  Securities (or portion thereof) called for redemption shall be payable to
the Holders of such Trust  Securities as they appear on the Securities  Register
on the relevant  record dates for the related  Distribution  Dates. If notice of
redemption shall have been given and funds deposited as required,  then upon the
date of such deposit, all rights of Holders holding Trust Securities (or portion
thereof) so called for redemption  will cease,  except the right of such Holders
to receive the Redemption Price and any  Distribution  payable in respect of the
Trust Securities on or prior to the Redemption Date, but without interest,  and,
in the case of a partial redemption,  the right of such Holders to receive a new
Trust  Security  or  Securities  of  authorized   denominations,   in  aggregate
Liquidation  Amount equal to the  unredeemed  portion of such Trust  Security or
Securities,  and such Securities (or portion thereof) called for redemption will
cease to be  Outstanding.  In the event  that any date on which  any  Redemption
Price is payable is not a Business  Day,  then payment of the  Redemption  Price
payable on such date will be made on the next  succeeding  Business  Day (and no
interest  shall accrue in respect of the amounts whose payment is so delayed for
the  period  from and after each such date  until the next  succeeding  Business
Day),  except that, if such Business Day falls in the next  succeeding  calendar
year, such payment shall be made on the immediately  preceding  Business Day, in
each case,  with the same force and effect as if made on such date. In the event
that  payment of the  Redemption  Price in respect of any Trust  Securities  (or
portion thereof) called for redemption is improperly withheld or refused and not
paid  either  by  the  Trust  or by the  Depositor  pursuant  to  the  Guarantee
Agreement,  Distributions  on such Trust  Securities  (or portion  thereof) will
continue to accumulate,  as set forth in Section 4.1, from the  Redemption  Date
originally  established  by the  Trust  for  such  Trust  Securities(or  portion
thereof) to the date such  Redemption  Price is actually paid, in which case the
actual  payment  date will be the date  fixed for  redemption  for  purposes  of
calculating the Redemption Price.

      (e)  Subject to Section  4.3(a),  if less than all the  Outstanding  Trust
Securities  are  to  be  redeemed  on a  Redemption  Date,  then  the  aggregate
Liquidation  Amount of Trust  Securities  to be redeemed  shall be allocated pro
rata to the  Common  Securities  and the  Preferred  Securities  based  upon the
relative  aggregate  Liquidation  Amounts  of  the  Common  Securities  and  the
Preferred Securities.  The Preferred Securities to be redeemed shall be selected
on a pro rata basis  based upon their  respective  Liquidation  Amounts not more
than sixty (60) days prior to the Redemption  Date by the Property  Trustee from
the  Outstanding  Preferred  Securities  not previously  called for  redemption;
provided,  however,  that with respect to Holders that would be required to hold
less than one hundred (100) but more than zero (0) Trust  Securities as a result
of such redemption,  the Trust shall redeem Trust Securities of each such Holder
so that after such  redemption  such Holder shall hold either one hundred  (100)
Trust Securities or such Holder no longer holds any Trust Securities,  and shall
use such method (including,  without limitation, by lot) as the Trust shall deem
fair and  appropriate;  and  provided,  further,  that so long as the  Preferred
Securities are Book-Entry Preferred Securities,  such selection shall be made in
accordance  with  the  Applicable   Depositary   Procedures  for  the  Preferred
Securities by such  Depositary.  The Property  Trustee shall promptly notify the
Securities Registrar in writing of the Preferred Securities (or portion thereof)
selected for redemption  and, in the case of any Preferred  Securities  selected
for partial redemption,  the Liquidation Amount thereof to be redeemed.  For all
purposes of this Trust Agreement,  unless the context  otherwise  requires,  all
provisions  relating to the redemption of Preferred  Securities shall relate, in
the case of any Preferred Securities redeemed or to be redeemed only in part, to
the portion of the aggregate Liquidation Amount of Preferred Securities that has
been or is to be redeemed.


                                       19

<PAGE>

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

      SECTION 4.3. Subordination of Common Securities.

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

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

      SECTION 4.4. Payment Procedures.

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


                                       20

<PAGE>

Depositary in  immediately  available  funds.  Payments in respect of the Common
Securities  shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Holder of all the Common Securities.

      SECTION 4.5. Withholding Tax.

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

      SECTION  4.6.  Tax  Returns  and  Other  Reports.

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

      (b) So long as the  Property  Trustee  is the  holder  of the  Notes,  the
Administrative  Trustees will cause the Depositor's reports on Form [FR Y-9C, FR
Y-9LP and FR Y-6] [FR Y-9SP]  [H-(b)11] to be delivered to the Property  Trustee
promptly following their filing with the Federal Reserve.

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

      Upon receipt under the Notes of  Additional  Tax Sums and upon the written
direction of the  Administrative  Trustees,  the Property Trustee shall promptly
pay, solely out of monies on


                                       21

<PAGE>

deposit  pursuant to this Trust  Agreement,  any Additional Taxes imposed on the
Trust by the United States or any other taxing authority.

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

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

      SECTION 4.9. Exchanges.

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

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

      SECTION 4.10. Calculation Agent.

      (a) The Property Trustee shall initially,  and for so long as it holds any
of the Notes,  be the  Calculation  Agent for purposes of determining  LIBOR for
each   Distribution   Date.  The  Calculation   Agent  may  be  removed  by  the
Administrative  Trustees  at any  time.  If the  Calculation  Agent is unable or
unwilling  to act as such or is  removed  by the  Administrative  Trustees,  the
Administrative Trustees will promptly appoint as a replacement Calculation Agent


                                       22

<PAGE>

the  London  office  of a leading  bank  which is  engaged  in  transactions  in
three-month  U.S. dollar deposits in Europe and which does not control or is not
controlled  by or under common  control with the  Administrative  Trustee or its
Affiliates.  The Calculation Agent may not resign its duties without a successor
having been duly appointed.

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

      SECTION  4.11.  Certain  Accounting  Matters.

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

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

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


                                       23

<PAGE>

                                   ARTICLE V.

                                   SECURITIES

      SECTION 5.1. Initial Ownership.

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

      SECTION 5.2. Authorized Trust Securities.

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

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

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


                                       24

<PAGE>

      SECTION 5.4. The Securities Certificates.

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

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

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

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

      SECTION 5.5. Rights of Holders.

      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  non-assessable  by the  Trust.  Except as  provided  in
Section  5.11(b),  the Holders of the Trust  Securities,  in their capacities as
such, shall be entitled to the same limitation of personal liability extended to
stockholders  of private  corporations  for profit  organized  under the General
Corporation Law of the State of Delaware.


                                       25

<PAGE>

      SECTION 5.6. Book-Entry Preferred Securities.

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

      (b) If any Global  Preferred  Security is to be exchanged  for  Definitive
Preferred  Securities  Certificates  or canceled in part,  or if any  Definitive
Preferred Securities  Certificate is to be exchanged in whole or in part for any
Global Preferred Security,  then either (i) such Global Preferred Security 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  5.4, or  increased by an amount
equal to the  Liquidation  Amount  represented  by that  portion  of the  Global
Preferred  Security to be so exchanged or canceled,  or equal to the Liquidation
Amount represented by such Definitive Preferred Securities Certificates to be so
exchanged for any Global Preferred Security,  as the case may be, by means of an
appropriate  adjustment  made  on  the  records  of  the  Securities  Registrar,
whereupon the Property  Trustee,  in accordance  with the Applicable  Depositary
Procedures,  shall instruct the Depositary or its authorized  representative  to
make a corresponding  adjustment to its records.  Upon any such surrender to the
Administrative  Trustees or the  Securities  Registrar  of any Global  Preferred
Security  or  Securities  by  the   Depositary,   accompanied  by   registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the  Depositary.  None of the  Securities  Registrar or the Trustees shall be
liable for any delay in delivery of such  instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions.


                                       26

<PAGE>

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

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

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

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

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

      (a) The Property  Trustee shall keep or cause to be kept, at the Corporate
Trust Office, a register or registers (the  "Securities  Register") in which the
registrar  and  transfer  agent  with  respect  to  the  Trust  Securities  (the
"Securities  Registrar"),  subject  to  such  reasonable  regulations  as it may
prescribe,   shall  provide  for  the   registration  of  Preferred   Securities
Certificates  and Common  Securities  Certificates and registration of transfers
and exchanges of Preferred


                                       27

<PAGE>

Securities  Certificates as herein  provided.  The Person acting as the Property
Trustee shall at all times also be the Securities  Registrar.  The provisions of
Article  VIII shall  apply to the  Property  Trustee  in its role as  Securities
Registrar.

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

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

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

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

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


                                       28

<PAGE>

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

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

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

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

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

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

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

      SECTION 5.9. Persons Deemed Holders.

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

      SECTION 5.10. Cancellation.

      All Preferred  Securities  Certificates  surrendered  for  registration of
transfer or exchange or for payment  shall,  if  surrendered to any Person other
than the Property Trustee, be delivered to


                                       29

<PAGE>

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

      SECTION 5.11. Ownership of Common Securities by Depositor.

      (a) On the Closing Date, the Depositor shall acquire, and thereafter shall
retain,  beneficial and record ownership of the Common  Securities.  Neither the
Depositor nor any successor  Holder of the Common  Securities  may transfer less
than all the Common  Securities,  and the Depositor or any such successor Holder
may transfer the Common  Securities  only (i) in connection with a consolidation
or merger of the Depositor into another Person,  or any conveyance,  transfer or
lease by the Depositor of its properties and assets substantially as an entirety
to any Person (in which event such Common Securities will be transferred to such
surviving entity, transferee or lessee, as the case may be), pursuant to Section
8.1 of the Indenture or (ii) to the Depositor or an Affiliate of the  Depositor,
in each such case in compliance  with  applicable  law (including the Securities
Act, and applicable  state  securities and blue sky laws). To the fullest extent
permitted by law, any attempted  transfer of the Common Securities other than as
set  forth  in  the   immediately   preceding   sentence   shall  be  void.  The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating substantially "THIS CERTIFICATE IS NOT
TRANSFERABLE  EXCEPT IN COMPLIANCE  WITH  APPLICABLE LAW AND SECTION 5.11 OF THE
TRUST AGREEMENT."

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

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

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

      "[IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS PREFERRED SECURITY IS
      A GLOBAL SECURITY  WITHIN THE MEANING OF THE TRUST  AGREEMENT  HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY  TRUST COMPANY
      ("DTC") OR A NOMINEE OF DTC. THIS PREFERRED  SECURITY IS EXCHANGEABLE  FOR
      SECURITIES


                                       30

<PAGE>

      REGISTERED  IN THE NAME OF A PERSON  OTHER THAN DTC OR ITS NOMINEE ONLY IN
      THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN  THE  TRUST  AGREEMENT,  AND NO
      TRANSFER  OF  THIS  PREFERRED  SECURITY  (OTHER  THAN A  TRANSFER  OF THIS
      PREFERRED  SECURITY  AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE
      OF DTC TO DTC OR  ANOTHER  NOMINEE  OF DTC) MAY BE  REGISTERED  EXCEPT  IN
      LIMITED CIRCUMSTANCES.

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

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

      THE HOLDER OF THE PREFERRED  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE
      AGREES  FOR THE  BENEFIT  OF THE  TRUST  AND THE  DEPOSITOR  THAT (A) SUCH
      PREFERRED SECURITIES MAY BE OFFERED,  RESOLD OR OTHERWISE TRANSFERRED ONLY
      (I) TO THE TRUST, (II) TO A PERSON WHOM THE SELLER REASONABLY  BELIEVES IS
      A  "QUALIFIED  INSTITUTIONAL  BUYER"  (AS  DEFINED  IN RULE 144A UNDER THE
      SECURITIES  ACT) IN A TRANSACTION  MEETING THE  REQUIREMENTS OF RULE 144A,
      (III) TO AN  INSTITUTIONAL  "ACCREDITED  INVESTOR"  WITHIN THE  MEANING OF
      SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
      THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF
      AN "ACCREDITED  INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO,
      OR FOR OFFER OR SALE IN CONNECTION  WITH, ANY DISTRIBUTION IN VIOLATION OF
      THE SECURITIES ACT, (IV) PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
      UNDER THE SECURITIES ACT OR (V) PURSUANT TO AN


                                       31

<PAGE>

      EXEMPTION  FROM THE  SECURITIES  ACT, IN EACH CASE IN ACCORDANCE  WITH ANY
      APPLICABLE  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
      APPLICABLE  JURISDICTION  AND, IN THE CASE OF (III) OR (V), SUBJECT TO THE
      RIGHT OF THE TRUST AND THE  DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL AND
      OTHER  INFORMATION  SATISFACTORY  TO EACH OF THEM AND (B) THE HOLDER  WILL
      NOTIFY ANY  PURCHASER OF ANY  PREFERRED  SECURITIES  FROM IT OF THE RESALE
      RESTRICTIONS REFERRED TO IN (A) ABOVE.

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

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


                                       32

<PAGE>

      EMPLOYEE  BENEFIT  PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY USING THE
      "PLAN  ASSETS" OF ANY SUCH  EMPLOYEE  BENEFIT PLAN OR PLAN TO FINANCE SUCH
      PURCHASE, OR (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED
      TRANSACTION  UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE FOR
      WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER AN APPLICABLE STATUTORY
      OR ADMINISTRATIVE EXEMPTION.

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

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

      SECTION 5.13. Form of Certificate of Authentication.

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

      This   is  one   of  the   Preferred   Securities   referred   to  in  the
within-mentioned Trust Agreement.

Dated:                         DEUTSCHE BANK TRUST COMPANY
                               AMERICAS, not in its individual capacity, but
                               solely as Property Trustee

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

                                   ARTICLE VI.

                        MEETINGS; VOTING; ACTS OF HOLDERS

      SECTION 6.1. Notice of Meetings.

      Notice of all meetings of the Holders of the Preferred Securities, stating
the time,  place and  purpose  of the  meeting,  shall be given by the  Property
Trustee pursuant to Section 10.8 to each Holder of Preferred Securities, at such
Holder's registered address, at least fifteen (15) days


                                       33

<PAGE>

and not more than ninety (90) days before the meeting. At any such meeting,  any
business properly before the meeting may be so considered  whether or not stated
in the notice of the  meeting.  Any  adjourned  meeting may be held as adjourned
without further notice.

      SECTION 6.2. Meetings of Holders of the Preferred Securities.

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

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

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

      SECTION 6.3. Voting Rights.

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

      SECTION 6.4. Proxies, Etc.

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


                                       34

<PAGE>

      SECTION 6.5. Holder Action by Written Consent.

      Any action that may be taken by Holders at a meeting may be taken  without
a meeting and  without  prior  notice if Holders  holding at least a Majority in
Liquidation  Amount of all Preferred  Securities  entitled to vote in respect of
such action (or such lesser or greater  proportion  thereof as shall be required
by any other provision of this Trust  Agreement)  shall consent to the action in
writing;  provided,  that  notice of such  action is  promptly  provided  to the
Holders of Preferred  Securities that did not consent to such action. Any action
that may be taken  by the  Holders  of all the  Common  Securities  may be taken
without a meeting and without  prior notice if such Holders shall consent to the
action in writing.

      SECTION 6.6. Record Date for Voting and Other Purposes.

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

      SECTION  6.7.  Acts of Holders.

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

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

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


                                       35

<PAGE>

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

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

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

      SECTION 6.8. Inspection of Records.

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

      SECTION  6.9.  Limitations  on Voting  Rights.

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

      (b) So long as any Notes are held by the Property Trustee on behalf of the
Trust, the Property  Trustee shall not (i) direct the time,  method and place of
conducting  any  proceeding  for any remedy  available to the Note  Trustee,  or
exercise any trust or power  conferred  on the Property  Trustee with respect to
the Notes,  (ii) waive any past default that may be waived under Section 5.13 of
the Indenture,  (iii) exercise any right to rescind or annul a declaration  that
the  principal  of all the Notes shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or the Notes, where such
consent shall be required,  without, in each case,  obtaining the prior approval
of the Holders of at least a Majority  in  Liquidation  Amount of the  Preferred
Securities; provided, that where a consent under the Indenture would require the
consent  of each  holder  of Notes  (or each  Holder  of  Preferred  Securities)
affected thereby, no such consent shall be given by the Property Trustee without
the prior written consent of each Holder of Preferred  Securities.  The Property
Trustee shall not revoke any action previously  authorized or approved by a vote
of the Holders of the Preferred


                                       36

<PAGE>

Securities,  except  by a  subsequent  vote  of the  Holders  of  the  Preferred
Securities.  In addition to obtaining the foregoing  approvals of the Holders of
the  Preferred  Securities,  prior to taking any of the foregoing  actions,  the
Property  Trustee shall,  at the expense of the Depositor,  obtain an Opinion of
Counsel  experienced  in such  matters to the effect that such action  shall not
cause the Trust to be taxable as a  corporation  or  classified  as other than a
grantor trust for United States federal income tax purposes.

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

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

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

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

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

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

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


                                       37

<PAGE>

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

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

      Upon receipt by the Property Trustee of written notice  requesting such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Preferred Securities, a record date shall be established for determining Holders
of  Outstanding  Preferred  Securities  entitled to join in such  notice,  which
record date shall be at the close of business  on the day the  Property  Trustee
receives such notice.  The Holders on such record date, or their duly designated
proxies,  and only  such  Persons,  shall be  entitled  to join in such  notice,
whether or not such Holders  remain  Holders  after such record date;  provided,
that, unless such declaration of acceleration,  or rescission and annulment,  as
the  case may be,  shall  have  become  effective  by  virtue  of the  requisite
percentage  having  joined in such  notice  prior to the day that is ninety (90)
days after such record date,  such notice of  declaration  of  acceleration,  or
rescission and annulment,  as the case may be, shall  automatically  and without
further  action by any Holder be canceled and of no further  effect.  Nothing in
this  paragraph  shall  prevent a Holder,  or a proxy of a Holder,  from giving,
after  expiration  of such  ninety  (90)-day  period,  a new  written  notice of
declaration of acceleration,  or rescission and annulment  thereof,  as the case
may be, that is identical to a written notice that has been canceled pursuant to
the proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 6.10(a).

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

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


                                       38

<PAGE>

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

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

                                  ARTICLE VII.

                         REPRESENTATIONS AND WARRANTIES

      SECTION 7.1.  Representations  and Warranties of the Property  Trustee and
the Delaware Trustee.

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

      (a)  the  Property  Trustee  is  a  New  York  banking  corporation,  duly
organized,  validly existing and in good standing under the laws of the State of
New York;

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

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

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

      (e) this Trust Agreement has been duly authorized,  executed and delivered
by the Property  Trustee and the  Delaware  Trustee and  constitutes  the legal,
valid and binding agreement


                                       39

<PAGE>

of each of the Property  Trustee and the Delaware  Trustee  enforceable  against
each of them in accordance  with its terms,  subject to  applicable  bankruptcy,
insolvency and similar laws affecting creditors' rights generally and to general
principles of equity;

      (f) the execution,  delivery and  performance of this Trust Agreement have
been duly  authorized by all necessary  corporate or other action on the part of
the Property Trustee and the Delaware Trustee and do not require any approval of
stockholders  of  the  Property  Trustee  and  the  Delaware  Trustee  and  such
execution,  delivery  and  performance  will not (i)  violate  the  Articles  of
Association or By-laws of the Property  Trustee or the Delaware  Trustee or (ii)
violate any applicable law, governmental rule or regulation of the United States
or the State of Delaware,  as the case may be,  governing the banking,  trust or
general  powers of the Property  Trustee or the  Delaware  Trustee 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
contemplated  herein  requires  the consent or approval of, the giving of notice
to, the registration  with or the taking of any other action with respect to any
governmental  authority or agency under any existing law of the United States or
the State of Delaware  governing  the  banking,  trust or general  powers of the
Property Trustee or the Delaware Trustee, as the case may be; and

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

      SECTION 7.2. Representations and Warranties of Depositor.

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

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

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

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

      (d) the  Securities  Certificates  issued at the Closing Date on behalf of
the  Trust  have  been duly  authorized  and will  have  been  duly and  validly
executed, issued and delivered by the


                                       40

<PAGE>

applicable  Trustees  pursuant to the terms and provisions of, and in accordance
with the  requirements  of, this Trust  Agreement and the Holders will be, as of
such date, entitled to the benefits of this Trust Agreement;

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

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

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

                                  ARTICLE VIII.

                                  THE TRUSTEES

      SECTION 8.1. Number of Trustees.

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

      SECTION 8.2. Property Trustee Required.

      There shall at all times be a Property  Trustee  hereunder with respect to
the Trust Securities.  The Property Trustee shall be a corporation organized and
doing  business  under the laws of the  United  States or of any state  thereof,
authorized to exercise  corporate  trust powers,  having a combined  capital and
surplus of at least fifty million dollars ($50,000,000),  subject to supervision
or  examination  by federal or state  authority  and having an office within the
United  States.  If any such  Person  publishes  reports of  condition  at least
annually  pursuant to law or to the requirements of its supervising or examining
authority,  then for the purposes of this Section 8.2, the combined  capital and
surplus of such Person shall be deemed to be its combined


                                       41

<PAGE>

capital  and  surplus as set forth in its most  recent  report of  condition  so
published.  If at any time the  Property  Trustee  shall cease to be eligible in
accordance with the provisions of this Section 8.2, it shall resign  immediately
in the manner and with the effect hereinafter specified in this Article VIII.
                                                                ------------

      SECTION 8.3. Delaware Trustee Required.

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

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

      SECTION 8.4. Appointment of Administrative Trustees.

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

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


                                       42

<PAGE>

      SECTION 8.5. Duties and Responsibilities of the Trustees.

      (a) The rights,  immunities,  duties and  responsibilities of the Trustees
shall be as provided by this Trust  Agreement and there shall be no other duties
(including  fiduciary duties) or obligations,  express or implied,  at law or in
equity, of the Trustees; provided, however, that if an Event of Default known to
the Property Trustee has occurred and is continuing, the Property Trustee shall,
prior to the  receipt  of  directions,  if any,  from the  Holders of at least a
Majority in Liquidation Amount of the Preferred Securities, exercise such of the
rights and powers vested in it by the Indenture, and use the same degree of care
and skill in its exercise,  as a prudent  person would exercise or use under the
circumstances in the conduct of such person's own affairs.  Notwithstanding  the
foregoing,  no  provision  of this  Trust  Agreement  shall  require  any of the
Trustees  to  expend  or risk its own funds or  otherwise  incur  any  financial
liability in the performance of any of its duties hereunder,  or in the exercise
of any of its or their  rights or powers,  if it or they  shall have  reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not  reasonably  assured to it.  Whether or not herein
expressly so provided,  every provision of this Trust Agreement  relating to the
conduct or affecting  the  liability of or affording  protection to the Trustees
shall be subject to the  provisions  of this Section 8.5. To the extent that, at
law or in equity, a Trustee has duties and liabilities  relating to the Trust or
to the Holders,  such Trustee  shall not be liable to the Trust or to any Holder
for  such  Trustee's  good  faith  reliance  on the  provisions  of  this  Trust
Agreement.  The  provisions  of this Trust  Agreement,  to the extent  that they
restrict the duties and liabilities of the 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 Trustees.

      (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust  Securities  shall be made only from the revenue and proceeds  from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust  Property to enable the Property  Trustee or a Paying
Agent to make payments in accordance with the terms hereof.  Each Holder, by its
acceptance of a Trust  Security,  agrees that it will look solely to the revenue
and  proceeds  from the Trust  Property  to the  extent  legally  available  for
distribution  to it as herein  provided and that the Trustees are not personally
liable to it for any amount  distributable  in respect of any Trust  Security or
for any other  liability in respect of any Trust  Security.  This Section 8.5(b)
does not limit the liability of the Trustees  expressly  set forth  elsewhere in
this Trust Agreement.

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

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

            (ii) the  Property  Trustee  shall not be liable with respect to any
      action taken or omitted to be taken by it in good faith in accordance with
      the direction of the Holders of at least a Majority in Liquidation  Amount
      of the Preferred Securities relating to the time,


                                       43

<PAGE>

method and place of conducting any  proceeding  for any remedy  available to the
Property  Trustee  hereunder or under the Indenture,  or exercising any trust or
power conferred upon the Property Trustee under this Trust Agreement;

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

            (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; and

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

      SECTION 8.6. Notices of Defaults and Extensions.

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

      (b) Within  three (3)  Business  Days  after the  receipt of notice of the
Depositor's  exercise of its right to defer the payment of interest on the Notes
pursuant to the Indenture,  the Property  Trustee shall transmit,  in the manner
and to the extent  provided  in Section  10.8,  notice of such  exercise  to the
Holders and the  Administrative  Trustees,  unless such exercise shall have been
revoked.

      (c) The  Property  Trustee  shall not be deemed to have  knowledge  of any
Event of Default unless the Property  Trustee shall have received written notice
thereof from the Depositor,  any Administrative  Trustee or any Holder or unless
an officer of the Property Trustee charged with the administration of this Trust
Agreement shall have obtained actual knowledge of such Event of Default.

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


                                       44

<PAGE>

      SECTION 8.7. Certain Rights of Property Trustee.

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

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

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

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

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

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

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


                                       45

<PAGE>

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

      (h) the Property Trustee shall not be bound to make any investigation into
the  facts  or  matters  stated  in  any  resolution,   certificate,  statement,
instrument,   opinion,  report,  notice,  request,  direction,  consent,  order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document,  unless  requested in writing to do so by one or more Holders,  but
the Property  Trustee may make such further inquiry or  investigation  into such
facts or matters as it may see fit, and, if the Property Trustee shall determine
to make such  inquiry or  investigation,  it shall be  entitled  to examine  the
books,  records  and  premises  of the  Depositor,  personally  or by  agent  or
attorney;

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

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

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

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

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


                                       46

<PAGE>

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

      SECTION 8.8. Delegation of Power.

      Any Trustee  may, by power of attorney  consistent  with  applicable  law,
delegate to any other  natural  person over the age of 21 its,  his or her power
for the purpose of  executing  any  documents  contemplated  in Section 2.5. The
Trustees  shall have power to delegate from time to time to such of their number
or to the  Depositor  the  doing  of  such  things  and  the  execution  of such
instruments  either  in the name of the Trust or the  names of the  Trustees  or
otherwise as the Trustees may deem  expedient,  to the extent such delegation is
not  prohibited  by applicable  law or contrary to the  provisions of this Trust
Agreement.

      SECTION 8.9. May Hold Securities.

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

      SECTION 8.10. Compensation; Reimbursement; Indemnity.

      The Depositor agrees:

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

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

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


                                       47

<PAGE>

claim or liability in connection  with the exercise or performance of any of its
powers or duties hereunder.

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

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

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

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

      SECTION 8.11. Resignation and Removal; Appointment of Successor.

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

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

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

      (d) If any Trustee shall resign,  be removed or become incapable of acting
as  Trustee,  or if a vacancy  shall  occur in the office of any Trustee for any
reason,  at a  time  when  no  Event  of  Default  shall  have  occurred  and be
continuing,  the  Holder of the Common  Securities,  by Act of the Holder of the
Common Securities,  shall promptly appoint a successor Trustee or Trustees,  and
such successor Trustee and the retiring Trustee shall comply with the applicable
requirements  of Section 8.12. If the Property  Trustee or the Delaware  Trustee
shall  resign,  be  removed  or become  incapable  of  continuing  to act as the
Property Trustee or the Delaware Trustee,  as the case may be, at a time when an
Event of Default shall have occurred and be


                                       48

<PAGE>

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

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

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

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

      SECTION 8.12. Acceptance of Appointment by Successor.

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


                                       49

<PAGE>

Property, all proceeds thereof and money held by such retiring Trustee hereunder
with respect to the Trust Securities and the Trust.

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

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

      SECTION 8.13. Merger, Conversion, Consolidation or Succession to Business.

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

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

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

      SECTION 8.15. Property Trustee May File Proofs of Claim.

      (a) In case of any  Bankruptcy  Event (or event  that with the  passage of
time would become a Bankruptcy Event) relative to the Trust or any other obligor
upon the Trust  Securities or the property of the Trust or of such other obligor
or  their  creditors,   the  Property  Trustee   (irrespective  of  whether  any
Distributions  on the  Trust  Securities  shall  then  be due  and  payable  and
irrespective  of whether the Property  Trustee shall have made any demand on the
Trust for the  payment  of any past due  Distributions)  shall be  entitled  and
empowered,  to the fullest  extent  permitted  by law, by  intervention  in such
proceeding or otherwise:

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


                                       50

<PAGE>

            (ii) to collect and receive any monies or other property  payable or
      deliverable on any such claims and to distribute the same;

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other  similar  official in any such  proceeding  is hereby  authorized  by each
Holder to make such  payments  to the  Property  Trustee  and,  in the event the
Property  Trustee shall  consent to the making of such payments  directly to the
Holders,  to pay  to the  Property  Trustee  first  any  amount  due it for  the
reasonable  compensation,  expenses,  disbursements and advances of the Property
Trustee, its agents and counsel, and any other amounts due the Property Trustee.

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

      SECTION 8.16. Reports to and from the Property Trustee.

      (a) The Depositor  and the  Administrative  Trustees  shall deliver to the
Property  Trustee,  not later than forty five (45) days after the end of each of
the first three fiscal  quarters of the Depositor and not later than ninety (90)
days after the end of each fiscal year of the Depositor ending after the date of
this Trust  Agreement,  an Officers'  Certificate  covering the preceding fiscal
period,  stating  whether or not to the  knowledge  of the  signers  thereof the
Depositor and the Trust are in default in the  performance  or observance of any
of the terms,  provisions and conditions of this Trust Agreement (without regard
to any period of grace or requirement of notice provided  hereunder) and, if the
Depositor or the Trust shall be in default, specifying all such defaults and the
nature and status thereof of which they have knowledge.

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

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


                                       51

<PAGE>

                                   ARTICLE IX.

                       TERMINATION, LIQUIDATION AND MERGER

      SECTION 9.1. Dissolution Upon Expiration Date.

      Unless  earlier  dissolved,  the Trust  shall  automatically  dissolve  on
September 30, 2040 (the  "Expiration  Date"),  and the Trust  Property  shall be
liquidated in accordance with Section 9.4.
                              -----------

      SECTION 9.2. Early Termination.

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

      (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation  of, the  Depositor,  in its capacity as the Holder of the Common
Securities, unless the Depositor shall have transferred the Common Securities as
provided by Section  5.11, in which case this  provision  shall refer instead to
any such successor Holder of the Common Securities;

      (b) the written  direction to the Property  Trustee from the Holder of the
Common  Securities at any time to dissolve the Trust and, after  satisfaction of
any  liabilities  of the Trust as required by applicable  law, to distribute the
Notes to Holders in exchange for the Preferred  Securities  (which  direction is
optional  and  wholly  within  the  discretion  of  the  Holder  of  the  Common
Securities),  provided,  that the  Holder of the  Common  Securities  shall have
received the prior approval of the Federal Reserve if then required;

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

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

      SECTION 9.3. Termination.

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

      SECTION 9.4. Liquidation.

      (a) If an Early Termination Event specified in Section 9.2(a),  (b) or (d)
occurs  or upon the  Expiration  Date,  the  Trust  shall be  liquidated  by the
Property  Trustee as expeditiously as the Property Trustee shall determine to be
possible by distributing, after satisfaction of


                                       52

<PAGE>

liabilities  to  creditors of the Trust as provided by  applicable  law, to each
Holder a Like Amount of Notes, subject to Section 9.4(d).  Notice of liquidation
shall be given by the  Property  Trustee not less than thirty (30) nor more than
sixty (60) days prior to the Liquidation Date to each Holder of Trust Securities
at such Holder's address appearing in the Securities Register.  All such notices
of liquidation shall:

            (i) state the Liquidation Date;

            (ii)  state  that  from and after the  Liquidation  Date,  the Trust
      Securities  will no longer be deemed to be  Outstanding  and  (subject  to
      Section 9.4(d)) any Securities  Certificates  not surrendered for exchange
      will be deemed to represent a Like Amount of Notes; and

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

      (b) Except where Section 9.2(c) or 9.4(d) applies,  in order to effect the
liquidation of the Trust and distribution of the Notes to Holders,  the Property
Trustee,  either itself acting as exchange agent or through the appointment of a
separate  exchange agent,  shall  establish a record date for such  distribution
(which shall not be more than forty-five (45) days prior to the Liquidation Date
nor  prior to the  date on  which  notice  of such  liquidation  is given to the
Holders) and establish  such  procedures as it shall deem  appropriate to effect
the   distribution  of  Notes  in  exchange  for  the   Outstanding   Securities
Certificates.

      (c) Except where Section 9.2(c) or 9.4(d)  applies,  after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding,  (ii)
certificates  representing  a Like  Amount of Notes will be issued to Holders of
Securities  Certificates,  upon surrender of such  Certificates  to the exchange
agent for exchange,  (iii) the Depositor  shall use its best efforts to have the
Notes  listed  on the  New  York  Stock  Exchange  or on  such  other  exchange,
interdealer  quotation  system  or  self-regulatory  organization  on which  the
Preferred  Securities are then listed, if any, (iv) Securities  Certificates not
so  surrendered  for exchange will be deemed to represent a Like Amount of Notes
bearing  accrued and unpaid  interest in an amount equal to the  accumulated and
unpaid Distributions on such Securities Certificates until such certificates are
so surrendered (and until such  certificates are so surrendered,  no payments of
interest or principal  will be made to Holders of Securities  Certificates  with
respect to such Notes) and (v) all rights of Holders  holding  Trust  Securities
will cease,  except the right of such Holders to receive Notes upon surrender of
Securities Certificates.

      (d)   Notwithstanding  the  other  provisions  of  this  Section  9.4,  if
distribution  of the Notes in the manner  provided  herein is  determined by the
Property  Trustee not to be permitted or practical,  the Trust Property shall be
liquidated,  and the Trust  shall be wound up by the  Property  Trustee  in such
manner as the  Property  Trustee  determines.  In such  event,  Holders  will be
entitled to receive out of the assets of the Trust available for distribution to
Holders, after satisfaction of liabilities to creditors of the Trust as provided
by applicable law, an amount equal to the Liquidation  Amount per Trust Security
plus accumulated and unpaid  Distributions  thereon to the date of payment (such
amount being the "Liquidation Distribution"). If, upon any such


                                       53

<PAGE>

winding up the  Liquidation  Distribution  can be paid only in part  because the
Trust has insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust  Securities  shall be paid on a pro rata basis  (based
upon Liquidation Amounts).  The Holder of the Common Securities will be entitled
to receive  Liquidation  Distributions  upon any such winding up pro rata (based
upon Liquidation Amounts) with Holders of all Trust Securities,  except that, if
an Event of Default has occurred and is  continuing,  the  Preferred  Securities
shall have a priority over the Common Securities as provided in Section 4.3.
                                                                -----------

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

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

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

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

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

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

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

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

      (g)  prior  to  such  merger,  consolidation,  amalgamation,  replacement,
conveyance,  transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (i) such merger,  consolidation,  amalgamation,  replacement,
conveyance,  transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities


                                       54

<PAGE>

(including  any Successor  Securities) in any material  respect;  (ii) following
such merger, consolidation,  amalgamation,  replacement, conveyance, transfer or
lease,  neither the Trust nor such successor entity will be required to register
as an "investment  company" under the Investment Company Act and (iii) following
such merger, consolidation,  amalgamation,  replacement, conveyance, transfer or
lease,  the Trust (or the successor  entity) will continue to be classified as a
grantor trust for U.S. federal income tax purposes; and

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

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

                                   ARTICLE X.

                            INFORMATION TO PURCHASER

      SECTION 10.1. Depositor Obligations to Purchaser.

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

      SECTION 10.2. Property Trustee's Obligations to Purchaser.

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


                                       55

<PAGE>

                                                                     ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

      SECTION 11.1. Limitation of Rights of Holders.

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

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

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

      SECTION 11.3. Amendment.

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

      (b) Except as provided in Section  11.3(c),  any  provision  of this Trust
Agreement may be amended by the Property Trustee,  the  Administrative  Trustees
and the  Holder of all of the  Common  Securities  and with (i) the  consent  of
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
and (ii) receipt by the Trustees of an Opinion of Counsel to


                                       56

<PAGE>

the effect  that such  amendment  or the  exercise  of any power  granted to the
Trustees  in  accordance  with  such  amendment  will not  cause the Trust to be
taxable as a corporation  or classified as other than a grantor trust for United
States  federal  income tax  purposes  or affect the  treatment  of the Notes as
indebtedness  of the Depositor for United States  federal income tax purposes or
affect the Trust's  exemption from status (or from any  requirement to register)
as an "investment company" under the Investment Company Act.

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

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

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

      (f) No Trustee shall be required to enter into any amendment to this Trust
Agreement  that affects its own rights,  duties or  immunities  under this Trust
Agreement.  The Trustees  shall be entitled to receive an Opinion of Counsel and
an Officers'  Certificate  stating that any amendment to this Trust Agreement is
in compliance  with this Trust  Agreement and all  conditions  precedent  herein
provided for relating to such action have been met.

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

      SECTION 11.4. Separability.

      If any provision in this Trust Agreement or in the Securities Certificates
shall  be  invalid,  illegal  or  unenforceable,   the  validity,  legality  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby, and there shall be deemed substituted for the


                                       57

<PAGE>

provision  at issue a valid,  legal and  enforceable  provision  as  similar  as
possible to the provision at issue.

      SECTION 11.5. Governing Law.

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

      SECTION 11.6. Successors.

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

      SECTION 11.7. Headings.

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

      SECTION 11.8. Reports, Notices and Demands.

      (a)  Any  report,  notice,  demand  or  other  communication  that  by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon  any  Holder  or the  Depositor  may be given or  served  in  writing
delivered  in person,  or by  reputable,  overnight  courier,  by telecopy or by
deposit  thereof,  first-class  postage  prepaid,  in the  United  States  mail,
addressed,  (a) in the case of a Holder of Preferred Securities,  to such Holder
as such Holder's name and address may appear on the Securities Register; and (b)
in the case of the Holder of all the Common Securities or the Depositor,  to FNB
Financial Services Corporation 1501 Highwoods Blvd., Suite 400,  Greensboro,  NC
27410,  Attention:  Chief Financial Officer,  or to such other address as may be
specified in a written notice by the Holder of all the Common  Securities or the
Depositor,  as the case may be, to the Property  Trustee.  Such report,  notice,
demand  or other  communication  to or upon a Holder or the  Depositor  shall be
deemed to have been given when  received in person,  within one (1) Business Day
following delivery by overnight courier, when telecopied with receipt confirmed,
or within three (3) Business Days following  delivery by mail,  except that if a
notice or other document is refused delivery or cannot be delivered because of a
changed  address  of which no notice was given,  such  notice or other  document
shall be deemed to have been  delivered on the date of such refusal or inability
to deliver.

      (b) Any notice,  demand or other  communication  that by any  provision of
this Trust  Agreement  is required or permitted to be given or served to or upon
the Property Trustee, the Delaware Trustee,  the Administrative  Trustees or the
Trust shall be given in writing by deposit


                                       58

<PAGE>

thereof,  first-class  postage prepaid,  in the U.S. mail,  personal delivery or
facsimile transmission, addressed to such Person as follows: (a) with respect to
the Property  Trustee to Deutsche Bank Trust Company  Americas,  60 Wall Street,
New York, NY 10005,  Attention:  Corporate Trust and Agency Services,  facsimile
no. (212) 797-8622;  (b) with respect to the Delaware Trustee,  to Deutsche Bank
Trust  Company  Delaware,  1011 Centre Road,  Suite 200,  Wilmington,  DE 19804,
Attention:  Corporate Trust and Agency  Services,  facsimile no. (302) 636-3222;
(c) with respect to the  Administrative  Trustees,  to them at the address above
for notices to the Depositor, marked "Attention:  Administrative Trustees of FNB
Financial  Services  Capital Trust I," and (d) with respect to the Trust, to its
principal executive office specified in Section 2.2, with a copy to the Property
Trustee.  Such notice,  demand or other  communication to or upon the Trust, the
Property  Trustee or the  Administrative  Trustees  shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Trust,
the Property Trustee or the Administrative Trustees.

      SECTION 11.9. Agreement Not to Petition.

      Each of the  Trustees  and the  Depositor  agree  for the  benefit  of the
Holders  that,  until at least  one year and one day  after  the  Trust has been
terminated  in  accordance  with Article IX, they shall not file, or join in the
filing of, a petition  against the Trust under any  Bankruptcy  Law or otherwise
join  in  the  commencement  of any  proceeding  against  the  Trust  under  any
Bankruptcy Law. If the Depositor takes action in violation of this Section 11.9,
the Property Trustee agrees, for the benefit of Holders,  that at the expense of
the Depositor,  it shall file an answer with the applicable  bankruptcy court or
otherwise  properly contest the filing of such petition by the Depositor against
the Trust or the  commencement  of such  action and raise the  defense  that the
Depositor  has agreed in writing  not to take such action and should be estopped
and  precluded  therefrom  and such other  defenses,  if any, as counsel for the
Property Trustee or the Trust may assert.

      This  instrument  may be executed in any number of  counterparts,  each of
which so executed shall be deemed to be an original,  but all such  counterparts
shall together constitute but one and the same instrument.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       59

<PAGE>

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

                                        FNB FINANCIAL SERVICES CORPORATION,
                                          as Depositor


                                        By: /s/ Pressley A. Ridgill
                                           ---------------------------------
                                           Pressley A. Ridgill
                                           Executive Vice President and Chief
                                           Operating Officer


                                        DEUTSCHE BANK TRUST COMPANY DELAWRE,
                                          as Delaware Trustee

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


                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                          as Property Trustee

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


                                        /s/ Pressley A. Ridgill
                                        ---------------------------------
                                        Pressley A. Ridgill
                                        Administrative Trustee


                                        /s/ Michael W. Shelton
                                        ---------------------------------
                                        Michael W. Shelton
                                        Administrative Trustee


                                        /s/ Barry Z. Dodson
                                        ---------------------------------
                                        Barry Z. Dodson
                                        Administrative Trustee


                                                                           A&RTA

<PAGE>

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

                                        FNB FINANCIAL SERVICES CORPORATION,
                                          as Depositor


                                        By:
                                           ---------------------------------
                                           Pressley A. Ridgill
                                           Executive Vice President and Chief
                                           Operating Officer


                                        DEUTSCHE BANK TRUST COMPANY DELAWRE,
                                          as Delaware Trustee


                                        By: /s/ Elizabeth B. Ferry
                                           ---------------------------------
                                           Name: Elizabeth B. Ferry
                                           Title: Assistant Vice President


                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                          as Property Trustee

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


                                        ---------------------------------
                                        Pressley A. Ridgill
                                        Administrative Trustee


                                        ---------------------------------
                                        Michael W. Shelton
                                        Administrative Trustee


                                        ---------------------------------
                                        Barry Z. Dodson
                                        Administrative Trustee


                                                                           A&RTA

<PAGE>

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

                                        FNB FINANCIAL SERVICES CORPORATION,
                                          as Depositor


                                        By:
                                           ---------------------------------
                                           Pressley A. Ridgill
                                           Executive Vice President and Chief
                                           Operating Officer


                                        DEUTSCHE BANK TRUST COMPANY DELAWRE,
                                          as Delaware Trustee


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


                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                          as Property Trustee

                                        By: /s/ Wanda Camacho
                                           ---------------------------------
                                           Name: Wanda Camacho
                                           Title: Vice President


                                        ---------------------------------
                                        Pressley A. Ridgill
                                        Administrative Trustee


                                        ---------------------------------
                                        Michael W. Shelton
                                        Administrative Trustee


                                        ---------------------------------
                                        Barry Z. Dodson
                                        Administrative Trustee


                                                                           A&RTA
<PAGE>

                                                                       Exhibit A

                              CERTIFICATE OF TRUST
                                       OF
                     FNB FINANCIAL SERVICES CAPITAL TRUST I

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

            1. Name. The name of the statutory trust formed by this  Certificate
of Trust is: FNB Financial Services Capital Trust I.

            2. Delaware Trustee. The name and business address of the trustee of
the Trust with its  principal  place of business  in the State of  Delaware  are
Deutsche Bank Trust Company Delaware,  1011 Centre Road, Suite 200,  Wilmington,
DE 19805, Attention: Corporate Trust and Agency Services.

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

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

                                    Deutsche Bank Trust Company Americas, not in
                                    its  individual  capacity,   but  solely  as
                                    Property Trustee

                                    By:  _______________________________________
                                         Name:
                                         Title:

                                    Deutsche Bank Trust Company Delaware, not in
                                    its  individual  capacity,   but  solely  as
                                    Delaware Trustee

                                    By:  _______________________________________
                                         Name:
                                         Title:

                                       A-1

<PAGE>

                                                                       Exhibit B

                     [FORM OF COMMON SECURITIES CERTIFICATE]

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

Certificate Number                                  __________ Common Securities

       C-

                    Certificate Evidencing Common Securities

                                       of

                     FNB Financial Services Capital Trust I

                         Floating Rate Common Securities

                 (liquidation amount $1,000 per Common Security)

      FNB Financial  Services  Capital Trust I, a statutory  trust created under
the  laws  of the  State  of  Delaware  (the  "Trust"),  hereby  certifies  that
______________________    (the   "Holder")   is   the   registered    owner   of
____________common   securities  of  the  Trust  representing  undivided  common
beneficial interests in the assets of the Trust and designated the FNB Financial
Services  Capital Trust I Floating Rate Common  Securities  (liquidation  amount
$1,000 per Common Security) (the "Common Securities"). Except in accordance with
Section 5.11 of the Trust  Agreement (as defined below),  the Common  Securities
are not transferable  and, to the fullest extent permitted by law, any attempted
transfer  hereof  other  than  in  accordance   therewith  shall  be  void.  The
designations, rights, privileges, restrictions,  preferences and other terms and
provisions of the Common  Securities are set forth in, and this  certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust,  dated as of August 23, 2005, as the same may be amended from time
to time (the "Trust Agreement"),  among FNB Financial Services  Corporation,  as
Depositor,  Deutsche Bank Trust Company Americas, as Property Trustee,  Deutsche
Bank Trust Company Delaware,  as Delaware Trustee,  the Administrative  Trustees
named therein and the Holders, from time to time, of Trust Securities. The Trust
will  furnish a copy of the Trust  Agreement to the Holder  without  charge upon
written  request to the Trust at its  principal  place of business or registered
office.


                                       B-1

<PAGE>

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

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

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

      IN WITNESS WHEREOF,  one of the  Administrative  Trustees of the Trust has
executed   on  behalf  of  the  Trust   this   certificate   this  ____  day  of
________________.

                                FNB FINANCIAL SERVICES CAPITAL TRUST I

                                By:__________________________
                                   Name:
                                   Administrative Trustee

                                       B-2

<PAGE>

                                                                       Exhibit C

                   [FORM OF PREFERRED SECURITIES CERTIFICATE]

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

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

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

      THE HOLDER OF THE PREFERRED  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE
AGREES FOR THE BENEFIT OF THE TRUST AND THE  DEPOSITOR  THAT (A) SUCH  PREFERRED
SECURITIES  MAY BE  OFFERED,  RESOLD OR  OTHERWISE  TRANSFERRED  ONLY (I) TO THE
TRUST,  (II) TO A PERSON WHOM THE SELLER  REASONABLY  BELIEVES  IS A  "QUALIFIED
INSTITUTIONAL  BUYER" (AS  DEFINED IN RULE 144A UNDER THE  SECURITIES  ACT) IN A
TRANSACTION  MEETING THE  REQUIREMENTS OF RULE 144A,  (III) TO AN  INSTITUTIONAL
"ACCREDITED  INVESTOR"  WITHIN THE MEANING OF SUBPARAGRAPH  (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE


                                       C-1

<PAGE>

SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE ACCOUNT OF AN  "ACCREDITED  INVESTOR,"
FOR  INVESTMENT  PURPOSES  AND  NOT  WITH A VIEW  TO,  OR FOR  OFFER  OR SALE IN
CONNECTION  WITH,  ANY  DISTRIBUTION  IN VIOLATION OF THE  SECURITIES  ACT, (IV)
PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V)
PURSUANT TO AN EXEMPTION  FROM THE  SECURITIES  ACT, IN EACH CASE IN  ACCORDANCE
WITH ANY  APPLICABLE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES OR ANY
OTHER APPLICABLE  JURISDICTION  AND, IN THE CASE OF (III) OR (V), SUBJECT TO THE
RIGHT OF THE TRUST AND THE  DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL AND OTHER
INFORMATION  SATISFACTORY  TO EACH OF THEM AND (B) THE  HOLDER  WILL  NOTIFY ANY
PURCHASER  OF  ANY  PREFERRED  SECURITIES  FROM  IT OF THE  RESALE  RESTRICTIONS
REFERRED TO IN (A) ABOVE.

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

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


                                       C-2

<PAGE>

APPLICABLE,  A TRUSTEE  OR OTHER  PERSON  ACTING ON BEHALF OF ANY SUCH  EMPLOYEE
BENEFIT PLAN OR PLAN,  OR ANY OTHER PERSON OR ENTITY USING THE "PLAN  ASSETS" OF
ANY SUCH EMPLOYEE  BENEFIT PLAN OR PLAN TO FINANCE SUCH  PURCHASE,  OR (ii) SUCH
PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED  TRANSACTION  UNDER  SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE  RELIEF IS NOT
AVAILABLE UNDER AN APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

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


                                       C-3

<PAGE>

Certificate Number                                    _____ Preferred Securities
                                             ______ Aggregate Liquidation Amount

                                    CUSIP NO.

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

                   Certificate Evidencing Preferred Securities

                                       of

                     FNB Financial Services Capital Trust I

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

      FNB Financial  Services  Capital Trust I,, a statutory trust created under
the  laws  of the  State  of  Delaware  (the  "Trust"),  hereby  certifies  that
___________________  (the  "Holder")  is the  registered  owner  of  ___________
Preferred  Securities  [if the  Preferred  Security is a Global  Security,  then
insert--,or such other number of Preferred Securities  represented hereby as may
be set forth in the records of the Securities Registrar  hereinafter referred to
in  accordance  with the  Trust  Agreement  (as  defined  below),]  of the Trust
representing  an undivided  preferred  beneficial  interest in the assets of the
Trust and  designated the FNB Financial  Services  Capital Trust I Floating Rate
Preferred  Securities  (liquidation  amount $1,000 per Preferred  Security) (the
"Preferred Securities").  The Preferred Securities are transferable on the books
and  records  of the Trust,  in person or by a duly  authorized  attorney,  upon
surrender of this  certificate  duly endorsed and in proper form for transfer as
provided  in  Section  5.7  of the  Trust  Agreement  (as  defined  below).  The
designations, rights, privileges, restrictions,  preferences and other terms and
provisions of the Preferred  Securities  are set forth in, and this  certificate
and the  Preferred  Securities  represented  hereby  are issued and shall in all
respects be subject to the terms and  provisions  of, the  Amended and  Restated
Trust  Agreement of the Trust,  dated as of August 23, 2005,  as the same may be
amended from time to time (the "Trust Agreement"),  among FNB Financial Services
Corporation,  a North Carolina  corporation,  as Depositor,  Deutsche Bank Trust
Company Americas, as Property Trustee,  Deutsche Bank Trust Company Delaware, as
Delaware  Trustee,  the  Administrative  Trustees named therein and the Holders,
from time to time, of Trust  Securities.  The Holder is entitled to the benefits
of the Guarantee  Agreement entered into by FNB Financial  Services  Corporation
and Deutsche  Bank Trust Company  Americas,  as Guarantee  Trustee,  dated as of
August 23, 2005,  as the same may be amended  from time to time (the  "Guarantee
Agreement"),  to the extent provided  therein.  The Trust will furnish a copy of
each of the Trust  Agreement and the Guarantee  Agreement to the Holder  without
charge upon written  request to the Property  Trustee at its principal  place of
business or registered office.

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


                                       C-4

<PAGE>

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

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

      IN WITNESS WHEREOF,  one of the  Administrative  Trustees of the Trust has
executed  on behalf of the Trust  this  certificate  this __ day of  __________,
____.

                                   FNB FINANCIAL SERVICES CAPITAL TRUST I

                                   By:   ____________________________
                                         Name:
                                         Administrative Trustee

      This   is  one   of  the   Preferred   Securities   referred   to  in  the
within-mentioned Trust Agreement.

Dated:

                                         Deutsche Bank Trust Company Americas,
                                         not in its individual capacity, but
                                         solely as Property Trustee

                                         By: ____________________________
                                             Authorized officer


                                       C-5

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

      The Trust promises to pay Distributions  from August 23, 2005, or from the
most  recent  Distribution  Date to which  Distributions  have been paid or duly
provided for,  quarterly (subject to deferral as set forth herein) in arrears on
March 30th, June 30th, September 30th and December 30th of each year, commencing
on September 30, 2005, at a variable rate per annum,  reset quarterly,  equal to
LIBOR  plus  1.46%  of  the  Liquidation  Amount  of  the  Preferred  Securities
represented  by  this  Preferred  Securities  Certificate,   together  with  any
Additional Interest Amounts, in respect to such period.

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

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

      Under the  Indenture,  so long as no Note  Event of  Default  pursuant  to
paragraphs  (c),  (e),  (f),  (g) or (h) of  Section  5.1 of the  Indenture  has
occurred and is continuing,  the Depositor shall have the right, at any time and
from time to time during the term of the Notes, to defer the payment of interest
on the Notes for a period of up to twenty (20)  consecutive  quarterly  interest
payment  periods  (each such extended  interest  payment  period,  an "Extension
Period"),  during which  Extension  Period no interest  shall be due and payable
(except any Additional Tax Sums that may be due and payable). No interest on the
Notes shall be due and payable  during an  Extension  Period,  except at the end
thereof, but each installment of interest that would otherwise have been due and
payable  during such  Extension  Period shall bear  Additional  Interest (to the
extent payment of such interest would be legally enforceable) at a variable rate
per annum,  reset quarterly,  equal to LIBOR plus 1.46%,  compounded  quarterly,
from the dates on which amounts would have  otherwise been due and payable until
paid or until  funds  for the  payment  thereof  have been  made  available  for
payment. If Distributions are deferred,  the deferred  Distributions  (including
Additional  Interest  Amounts)  shall  be  paid on the  date  that  the  related
Extension  Period  terminates to Holders (as defined in the Trust  Agreement) of
the Trust Securities as they appear on the books and records of the Trust on the
record date immediately preceding such termination date.

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

      During any such Extension  Period,  the Depositor shall not (i) declare or
pay any dividends or distributions  on, or redeem,  purchase,  acquire or make a
liquidation  payment with respect to, any of the  Depositor's  capital  stock or
(ii) make any payment of principal of or any


                                       C-6

<PAGE>

interest or premium on or repay, repurchase or redeem any debt securities of the
Depositor that rank pari passu in all respects with or junior in interest to the
Notes (other than (a) repurchases,  redemptions or other  acquisitions of shares
of  capital  stock  of the  Depositor  in  connection  with  (1) any  employment
contract,  benefit plan or other similar  arrangement with or for the benefit of
any one or more employees,  officers,  directors or consultants,  (2) a dividend
reinvestment  or stockholder  stock purchase plan or (3) the issuance of capital
stock of the Depositor (or securities  convertible  into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange or conversion
of any class or series of the Depositor's capital stock (or any capital stock of
a Subsidiary  (as defined in the  Indenture) of the  Depositor) for any class or
series  of the  Depositor's  capital  stock  or of any  class or  series  of the
Depositor's  indebtedness  for any class or series  of the  Depositor's  capital
stock,  (c) the purchase of  fractional  interests in shares of the  Depositor's
capital stock pursuant to the conversion or exchange  provisions of such capital
stock or the security  being  converted or exchanged,  (d) any  declaration of a
dividend in connection with any Rights Plan (as defined in the  Indenture),  the
issuance  of  rights,  stock or other  property  under any Rights  Plan,  or the
redemption or repurchase of rights  pursuant  thereto or (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock  issuable upon exercise of such  warrants,  options or other rights is the
same stock as that on which the  dividend is being paid or ranks pari passu with
or junior to such stock).

      On each Note  Redemption  Date,  on the  stated  maturity  (or any date of
principal  repayment upon early maturity) of the Notes and on each other date on
(or in respect of) which any principal on the Notes is repaid, the Trust will be
required to redeem a Like Amount of Trust  Securities at the  Redemption  Price.
Under the Indenture,  the Notes may be redeemed by the Depositor on any Interest
Payment Date, at the Depositor's option, on or after September 30, 2010 in whole
or in part from time to time at a redemption  price equal to one hundred percent
(100%) of the  principal  amount  thereof or the redeemed  portion  thereof,  as
applicable, together, in the case of any such redemption, with accrued interest,
including  any  Additional  Interest,  to  but  excluding  the  date  fixed  for
redemption;  provided, that the Depositor shall have received the prior approval
of the Federal  Reserve if then required.  The Notes may also be redeemed by the
Depositor,  at its  option,  at any  time,  in whole  but not in part,  upon the
occurrence of a Capital Disqualification Event, an Investment Company Event or a
Tax Event at the Special Event Redemption Price.

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

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


                                       C-7

<PAGE>

to the  address of such  Person as such  address  shall  appear in the  Security
Register.   If  any  Preferred  Securities  are  held  by  a  Depositary,   such
Distributions shall be made to the Depositary in immediately available funds.

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


                                       C-8

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED,  the undersigned  assigns and transfers this Preferred
Securities Certificate to:

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

                    (Insert address and zip code of assignee)

and irrevocably appoints

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

Date:           ___________________

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

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


                                       C-9

<PAGE>

                                                                       Exhibit D

                          Junior Subordinated Indenture


                                       D-1

<PAGE>

                                                                       Exhibit D

================================================================================

                          JUNIOR SUBORDINATED INDENTURE

                                    between

                       FNB FINANCIAL SERVICES CORPORATION

                                       and

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                   as Trustee

                              _____________________

                           Dated as of August 23, 2005

                              _____________________

================================================================================

<PAGE>

                                TABLE OF CONTENTS
                                                                           Page

                                   ARTICLE I
            Definitions and Other Provisions of General Application

SECTION 1.1.  Definitions .................................................   1
SECTION 1.2.  Compliance Certificate and Opinions .........................  10
SECTION 1.3.  Forms of Documents Delivered to Trustee .....................  11
SECTION 1.4.  Acts of Holders .............................................  12
SECTION 1.5.  Notices, Etc. to Trustee and Company ........................  13
SECTION 1.6.  Notice to Holders; Waiver ...................................  14
SECTION 1.7.  Effect of Headings and Table of Contents ....................  14
SECTION 1.8.  Successors and Assigns ......................................  14
SECTION 1.9.  Separability Clause .........................................  15
SECTION 1.10. Benefits of Indenture .......................................  15
SECTION 1.11. Governing Law ...............................................  15
SECTION 1.12. Submission to Jurisdiction ..................................  15
SECTION 1.13. Non-Business Days ...........................................  15

                                  ARTICLE II
                                Security Forms

SECTION 2.1.  Form of Security ............................................  16
SECTION 2.2.  Restricted Legend ...........................................  21
SECTION 2.3.  Form of Trustee's Certificate of Authentication .............  23
SECTION 2.4.  Temporary Securities ........................................  24
SECTION 2.5.  Definitive Securities .......................................  24

                                  ARTICLE III
                                The Securities

SECTION 3.1.  Payment of Principal and Interest ...........................  24
SECTION 3.2.  Denominations ...............................................  26
SECTION 3.3.  Execution, Authentication, Delivery and Dating ..............  26
SECTION 3.4.  Global Securities ...........................................  27
SECTION 3.5.  Registration, Transfer and Exchange Generally ...............  29
SECTION 3.6.  Mutilated, Destroyed, Lost and Stolen Securities ............  30
SECTION 3.7.  Persons Deemed Owners .......................................  31
SECTION 3.8.  Cancellation ................................................  31
SECTION 3.9.  Deferrals of Interest Payment Dates .........................  31
SECTION 3.10. Right of Set-Off ............................................  32
SECTION 3.11. Agreed Tax Treatment ........................................  32
SECTION 3.12. CUSIP Numbers ...............................................  33

                                    ARTICLE V
                           Satisfaction and Discharge


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<TABLE>
<S>           <C>                                                               <C>
SECTION 4.1.  Satisfaction and Discharge of Indenture ........................  33
SECTION 4.2.  Application of Trust Money .....................................  34

                                    ARTICLE V
                                    Remedies

SECTION 5.1.  Events of Default ..............................................  34
SECTION 5.2.  Acceleration of Maturity; Rescission and Annulment .............  36
SECTION 5.3.  Collection of Indebtedness and Suits for Enforcement by Trustee   37
SECTION 5.4.  Trustee May File Proofs of Claim ...............................  37
SECTION 5.5.  Trustee May Enforce Claim Without Possession of Securities .....  38
SECTION 5.6.  Application of Money Collected .................................  38
SECTION 5.7.  Limitation on Suits ............................................  38
SECTION 5.8.  Unconditional Right of Holders to Receive Principal, Premium and
              Interest; Direct Action by Holders of Preferred Securities .....  39
SECTION 5.9.  Restoration of Rights and Remedies .............................  39
SECTION 5.10. Rights and Remedies Cumulative .................................  40
SECTION 5.11. Delay or Omission Not Waiver ...................................  40
SECTION 5.12. Control by Holders .............................................  40
SECTION 5.13. Waiver of Past Defaults ........................................  40
SECTION 5.14. Undertaking for Costs ..........................................  41
SECTION 5.15. Waiver of Usury, Stay or Extension Laws ........................  41

                                   ARTICLE VI
                                   The Trustee

SECTION 6.1.  Corporate Trustee Required .....................................  42
SECTION 6.2.  Certain Duties and Responsibilities ............................  42
SECTION 6.3.  Notice of Defaults .............................................  43
SECTION 6.4.  Certain Rights of Trustee ......................................  43
SECTION 6.5.  May Hold Securities ............................................  45
SECTION 6.6.  Compensation; Reimbursement; Indemnity .........................  45
SECTION 6.7.  Resignation and Removal; Appointment of Successor ..............  46
SECTION 6.8.  Acceptance of Appointment by Successor .........................  47
SECTION 6.9.  Merger, Conversion, Consolidation or Succession to Business ....  48
SECTION 6.10. Not Responsible for Recitals or Issuance of Securities .........  48
SECTION 6.11. Appointment of Authenticating Agent ............................  48

                                   ARTICLE VII
              Holder's Lists and Reports by Trustee and Company

SECTION 7.1.  Company to Furnish Trustee Names and Addresses of Holders ......  50
SECTION 7.2.  Preservation of Information, Communications to Holders .........  50
SECTION 7.3.  Reports by Company .............................................  50

                                  ARTICLE VIII
              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION  8.1. Company May Consolidate, Etc., Only on Certain Terms ...........  51
</TABLE>


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<TABLE>
<S>          <C>                                                               <C>
SECTION 8.2. Successor Company Substituted ..................................  52

                                   ARTICLE IX
                             Supplemental Indentures

SECTION 9.1.   Supplemental Indentures without Consent of Holders ...........  52
SECTION 9.2.   Supplemental Indentures with Consent of Holders ..............  53
SECTION 9.3.   Execution of Supplemental Indentures .........................  54
SECTION 9.4.   Effect of Supplemental Indentures ............................  54
SECTION 9.5.   Reference in Securities to Supplemental Indentures ...........  54

                                   ARTICLE X
                                   Covenants

SECTION 10.1.  Payment of Principal, Premium and Interest ...................  54
SECTION 10.2.  Money for Security Payments to be Held in Trust ..............  55
SECTION 10.3.  Statement as to Compliance ...................................  56
SECTION 10.4.  Calculation Agent ............................................  56
SECTION 10.5.  Additional Tax Sums ..........................................  57
SECTION 10.6.  Additional Covenants .........................................  57
SECTION 10.7.  Waiver of Covenants ..........................................  58
SECTION 10.8.  Treatment of Securities ......................................  58

                                 ARTICLE XI
                          Redemption of Securities

SECTION 11.1.  Optional Redemption ..........................................  58
SECTION 11.2.  Special Event Redemption .....................................  59
SECTION 11.3.  Election to Redeem; Notice to Trustee ........................  59
SECTION 11.4.  Selection of Securities to be Redeemed .......................  59
SECTION 11.5.  Notice of Redemption .........................................  60
SECTION 11.6.  Deposit of Redemption Price ..................................  60
SECTION 11.7.  Payment of Securities Called for Redemption ..................  61

                                  ARTICLE XII
                          Subordination of Securities

SECTION 12.1.  Securities Subordinate to Senior Debt ........................  61
SECTION 12.2.  No Payment When Senior Debt in Default; Payment Over of
               Proceeds Upon Dissolution, Etc ...............................  61
SECTION 12.3.  Payment Permitted If No Default ..............................  63
SECTION 12.4.  Subrogation to Rights of Holders of Senior Debt ..............  63
SECTION 12.5.  Provisions Solely to Define Relative Rights ..................  64
SECTION 12.6.  Trustee to Effectuate Subordination ..........................  64
SECTION 12.7.  No Waiver of Subordination Provisions ........................  64
SECTION 12.8.  Notice to Trustee ............................................  65
SECTION 12.9.  Reliance on Judicial Order or Certificate of Liquidating Agent  65
SECTION 12.10. Trustee Not Fiduciary for Holders of Senior Debt .............  65
</TABLE>


                                      -iii-

<PAGE>

SECTION 12.11.   Rights of Trustee as Holder of Senior Debt; Preservation of
                 Trustee's Rights ..........................................  66
SECTION 12.12.   Article Applicable to Paying Agents .......................  66

                                    SCHEDULES

Schedule A    Determination of LIBOR

Exhibit A     Form of Officer's Certificate


                                      -iv-

<PAGE>

                                                                       Exhibit A

      JUNIOR SUBORDINATED INDENTURE, dated as of August 23, 2005 between FNB
FINANCIAL SERVICES CORPORATION, a North Carolina corporation (the "Company"),
and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as
Trustee (in such capacity, the "Trustee").

                            RECITALS OF THE COMPANY

      WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its unsecured junior subordinated
deferrable interest notes (the "Securities") issued to evidence loans made to
the Company of the proceeds from the issuance by FNB Financial Services Capital
Trust I, a Delaware statutory trust (the "Trust"), of undivided preferred
beneficial interests in the assets of the Trust (the "Preferred Securities") and
undivided common beneficial interests in the assets of the Trust (the "Common
Securities" and, collectively with the Preferred Securities, the "Trust
Securities"), and to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered; and

      WHEREAS,  all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

      Now, therefore, this Indenture Witnesseth: For and in consideration of the
premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities, as follows:

                                    ARTICLE I

             Definitions and Other Provisions of General Application

      SECTION 1.1. Definitions.

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

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

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

            (c) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with GAAP;

            (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 Indenture;


                                   Exhibit A-1

<PAGE>

            (e) the words "hereby", "herein", "hereof" and "hereunder" and other
      words of similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other subdivision;

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

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

      "Act" when used with respect to any Holder, has the meaning specified in
Section 1.4.

      "Administrative Trustee" means, with respect to the Trust, a Person
identified as an "Administrative Trustee" in the Trust Agreement, solely in its
capacity as Administrative Trustee of the Trust under the Trust Agreement and
not in its individual capacity, or its successor in interest in such capacity,
or any successor Administrative Trustee appointed as therein provided.

      "Additional Interest" means the interest, if any, that shall accrue on any
amounts payable on the Securities, the payment of which has not been made on the
applicable Interest Payment Date and which shall accrue at the rate per annum
specified or determined as specified in such Security.

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

      "Additional Taxes" means taxes, duties or other governmental charges
imposed on the Trust as a result of a Tax Event (which, for the sake of clarity,
does not include amounts required to be deducted or withheld by the Trust from
payments made by the Trust to or for the benefit of the Holder of, or any Person
that acquires a beneficial interest in, the Securities).

      "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 Depository Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.11 to act on behalf of the Trustee to authenticate the Securities.
   ------------

      "Bankruptcy Code" means Title 11 of the United States Code or any
successor statute thereto, in each case as amended from time to time.

      "Board of Directors" means the board of directors of the Company or any
duly authorized committee of that board.


                                        2

<PAGE>

      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification.

      "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in the City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee is closed for business.

      "Calculation Agent" has the meaning specified in Section 10.4.
                                                       ------------

      "Capital Disqualification Event" means the receipt by the Company of an
Opinion of Counsel experienced in such matters that, as a result of an amendment
to or a change in law or regulation (including any announced prospective change)
or a change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority, there is
more than insubstantial risk that within ninety (90) days of the date of such
opinion, the aggregate liquidation amount of the Preferred Securities will not
be eligible to be treated by the Company as "Tier 1 Capital" (or the then
equivalent) for purposes of the capital adequacy guidelines of the Federal
Reserve or other "appropriate Federal banking agency" as such term is defined in
12 U.S.C. 1813(q), which amendment, change or prospective change becomes
effective or would become effective, as the case may be, on or after the date of
issuance of the Securities; provided, however, that the inability of the Company
to treat all or any portion of the liquidation amount of the Preferred
Securities as Tier 1 Capital shall not constitute the basis for a Capital
Disqualification Event if such inability results from the Company having such
Preferred Securities outstanding in an amount that for any reason is in excess
of the amount which may now or hereafter qualify for treatment as Tier 1 Capital
under applicable capital adequacy guidelines. By way of example, the inability
of the Company to treat all or any portion of the liquidation amount of the
Preferred Securities as Tier 1 Capital as a result of the final rule on
Risk-Based Capital Standards: Trust Preferred Securities and the Definition of
Capital, adopted on March 1, 2005, by the Federal Reserve, shall not constitute
the basis for a Capital Disqualification Event.

      "Common Securities" has the meaning specified in the first recital of this
Indenture.

      "Common Stock" means the common stock, par value $1.00 per share, of the
Company.

      "Company" means the Person named as the "Company" in the first paragraph
of this Indenture until a successor corporation shall have become such pursuant
to the applicable provisions of this Indenture, and thereafter "Company" shall
mean such successor corporation.

      "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by its Chairman of the Board
of Directors, its Vice Chairman of the Board of Directors, its Chief Executive
Officer, President or a Vice President, and by its Chief Financial Officer,
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

      "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of this


                                        3

<PAGE>

Indenture is located at 60 Wall Street, New York, New York 10005-2858,
Attention: Corporate Trust and Agency Services.

      "Debt" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person, whether currently existing or hereafter
incurred and whether or not contingent and without duplication, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or other accrued liabilities arising in the ordinary
course of business); (v) every capital lease obligation of such Person; (vi) all
indebtedness of such Person, whether incurred on or prior to the date of this
Indenture or thereafter incurred, for claims in respect of derivative products,
including interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar arrangements; (vii) every obligation of the type
referred to in clauses (i) through (vi) of another Person and all dividends of
another Person the payment of which, in either case, such Person has guaranteed
or is responsible or liable for, directly or indirectly, as obligor or
otherwise; and (viii) any renewals, extensions, refundings, amendments or
modifications of any obligation of the type referred to in clauses (i) through
(vii).

      "Defaulted Interest" has the meaning specified in Section 3.1.
                                                        -----------

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

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

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

      "Distributions" means amounts payable in respect of the Trust Securities
as provided in the Trust Agreement and referred to therein as "Distributions."

      "Dollar" or "$" means the currency of the United States of America that,
as at the time of payment, is legal tender for the payment of public and private
debts.

      "DTC" means The Depository Trust Company, a New York corporation.

      "Event of Default" has the meaning specified in Section 5.1.
                                                      -----------


                                        4

<PAGE>

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

      "Expiration Date" has the meaning specified in Section 1.4.
                                                     -----------

      "Extension Period" has the meaning specified in Section 3.9.
                                                      -----------

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

      "GAAP" means United States generally accepted accounting principles,
consistently applied, from time to time in effect.

      "Global Security" means a Security that evidences all or part of the
Securities, the ownership and transfers of which shall be made through book
entries by a Depositary.

      "Government Obligation" means (a) any security that is (i) a direct
obligation of the United States of America of which the full faith and credit of
the United States of America is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America or the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which, in
either case (i) or (ii), is not callable or redeemable at the option of the
issuer thereof, and (b) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any
Government Obligation that is specified in clause (a) above and held by such
bank for the account of the holder of such depositary receipt, or with respect
to any specific payment of principal of or interest on any Government Obligation
that is so specified and held, provided, that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.

      "Guarantee Agreement" means the Guarantee Agreement executed by the
Company and Deutsche Bank Trust Company Americas, as Guarantee Trustee,
contemporaneously with the execution and delivery of this Indenture, for the
benefit of the holders of the Preferred Securities, as modified, amended or
supplemented from time to time.

      "Holder" means a Person in whose name a Security is registered in the
Securities Register.

      "Indenture" means this instrument as originally executed or as it may from
time to time be amended or supplemented by one or more amendments or indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

      "Interest Payment Date" means March 30th, June 30th, September 30th and
December 30th of each year, commencing on September 30, 2005, during the term of
this Indenture.


                                        5

<PAGE>

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

      "Investment Company Event" means the receipt by the Company 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 (including any announced prospective
change) or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the Trust is or, within
ninety (90) days of the date of such opinion will be, considered an "investment
company" that is required to be registered under the Investment Company Act,
which change or prospective change becomes effective or would become effective,
as the case may be, on or after the date of the issuance of the Securities.

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

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

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

      "Liquidation Amount" has the meaning specified in the Trust Agreement.

      "Maturity," when used with respect to any Security, means the date on
which the principal of such Security or any installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

      "Major Bank Subsidiary," means any subsidiary of the Company that (i) is a
depository institution and (ii) meets the definition of "significant subsidiary"
within the meaning of Regulation S-X promulgated by the Securities and Exchange
Commission.

      "Notice  of  Default"  means a  written  notice of the kind  specified  in
Section 5.1(d).
--------------

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the Chief Executive Officer, President or a
Vice President, and by the Chief Financial Officer, Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered
to the Trustee.

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

      "Original Issue Date" means the date of original issuance of each
Security.

      "Outstanding" means, when used in reference to any Securities, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

            (i) Securities theretofore canceled by the Trustee or delivered to
      the Trustee for cancellation;


                                        6

<PAGE>

            (ii) Securities for whose payment or redemption money in the
      necessary amount has been theretofore deposited with the Trustee or any
      Paying Agent (other than the Company) in trust or set aside and segregated
      in trust by the Company (if the Company shall act as its own Paying Agent)
      for the Holders of such Securities; provided, that, if such Securities are
      to be redeemed, notice of such redemption has been duly given pursuant to
      this Indenture or provision therefor satisfactory to the Trustee has been
      made; and

            (iii) Securities that have been paid, or in substitution for or in
      lieu of which other Securities have been authenticated and delivered
      pursuant to the provisions of this Indenture, unless proof satisfactory to
      the Trustee is presented that any such Securities are held by Holders in
      whose hands such Securities are valid, binding and legal obligations of
      the Company;

provided, that, in determining whether the Holders of the requisite principal
amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities that a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor.
Notwithstanding anything herein to the contrary, Securities initially issued to
the Trust that are owned by the Trust shall be deemed to be Outstanding
notwithstanding the ownership by the Company or an Affiliate of any beneficial
interest in the Trust.

      "Paying Agent" means the Trustee or any Person authorized by the Company
to pay the principal of or any premium or interest on, or other amounts in
respect of, any Securities on behalf of the Company.

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

      "Place of Payment" means, with respect to the Securities, the Corporate
Trust Office of the Trustee.

      "Placement Agent" has the meaning specified in the Trust Agreement.

      "Preferred Securities" has the meaning specified in the first recital of
this Indenture.

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security. For the purposes of this definition, any security
authenticated and delivered under Section 3.6 in lieu of a
                                  -----------


                                        7

<PAGE>

mutilated,  destroyed,  lost or stolen  Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

      "Proceeding" has the meaning specified in Section 12.2.
                                                ------------

      "Property Trustee" means the Person identified as the "Property Trustee"
in the Trust Agreement, solely in its capacity as Property Trustee of the Trust
under the Trust Agreement and not in its individual capacity, or its successor
in interest in such capacity, or any successor Property Trustee appointed as
therein provided.

      "Purchaser" means Credit Suisse First Boston, acting through its Cayman
Islands branch, as purchaser of the Preferred Securities pursuant to the
Subscription Agreement.

      "Redemption Date" means, when used with respect to any Security to be
redeemed, the date fixed for such redemption by or pursuant to this Indenture.

      "Redemption Price" means, when used with respect to any Security to be
redeemed, in whole or in part, the price at which such security or portion
thereof is to be redeemed as fixed by or pursuant to this Indenture.

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

      "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities means the date that is fifteen (15) days
preceding such Interest Payment Date (whether or not a Business Day).

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

      "Rights Plan" means a plan of the Company providing for the issuance by
the Company to all holders of its Common Stock of rights entitling the holders
thereof to subscribe for or purchase shares of any class or series of capital
stock of the Company which rights (i) are deemed to be transferred with such
shares of such Common Stock and (ii) are also issued in respect of future
issuances of such Common Stock, in each case until the occurrence of a specified
event or events.

      "Securities" or "Security" means any debt securities or debt security, as
the case may be, authenticated and delivered under this Indenture.

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

      "Securities  Register"  and  "Securities  Registrar"  have the  respective
meanings specified in Section 3.5.
                      -----------


                                        8

<PAGE>

      "Senior Debt" means the principal of and any premium and interest on
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company, whether or not such
claim for post-petition interest is allowed in such proceeding) all Debt of the
Company, whether incurred on or prior to the date of this Indenture or
thereafter incurred, unless it is provided in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, that such
obligations are not superior in right of payment to the Securities; provided,
however, that if the Company is subject to the regulation and supervision of an
"appropriate Federal banking agency" within the meaning of 12 U.S.C. 1813(q),
the Company shall have received the approval of such appropriate Federal banking
agency prior to issuing any such obligation if not otherwise generally approved;
provided further, that Senior Debt shall not include any other debt securities,
and guarantees in respect of such debt securities, issued to any trust other
than the Trust (or a trustee of such trust), partnership or other entity
affiliated with the Company that is a financing vehicle of the Company (a
"financing entity"), in connection with the issuance by such financing entity of
equity securities or other securities that are treated as equity capital for
regulatory capital purposes guaranteed by the Company pursuant to an instrument
that ranks pari passu with or junior in right of payment to the Indenture.

      "Special Event" means the occurrence of a Capital Disqualification Event,
an Investment Company Event or a Tax Event.

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

      "Special  Record Date" for the payment of any Defaulted  Interest  means a
date fixed by the Trustee pursuant to Section 3.1.
                                      -----------

      "Stated Maturity" means September 30, 2035.

      "Subscription Agreement" means the Preferred Securities Subscription
Agreement, dated as of August 23, 2005, by and among the Company, the Trust, the
Purchaser and Credit Suisse First Boston LLC (as to certain provisions thereof).

      "Subsidiary" means a Person more than fifty percent (50%) of the
outstanding voting stock or other voting interests of which is owned, directly
or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For purposes of this definition,
"voting stock" means stock that ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

      "Tax Event" means the receipt by the Company 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) or regulatory procedure, including
any notice or announcement of intent to adopt any such pronouncement or
procedure (an "Administrative Action"), regardless of whether such judicial
decision or Administrative Action is issued to or in connection with a
proceeding involving the Company or the Trust and whether or not subject to


                                        9

<PAGE>

review or appeal, which amendment, change, judicial decision or Administrative
Action is enacted, promulgated or announced, in each case, on or after the date
of issuance of the Securities, there is more than an insubstantial risk that (i)
the Trust is, or will be within ninety (90) days of the date of such opinion,
subject to United States federal income tax with respect to income received or
accrued on the Securities, (ii) interest payable by the Company on the
Securities is not, or within ninety (90) days of the date of such opinion, will
not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes, or (iii) the Trust is, or will be within ninety
(90) days of the date of such opinion, subject to more than a de minimis amount
of other taxes, duties or other governmental charges.

      "Trust" has the meaning specified in the first recital of this Indenture.

      "Trust Agreement" means the Amended and Restated Trust Agreement executed
and delivered by the Company, the Property Trustee, Deutsche Bank Trust Company
Delaware and the Administrative Trustees named therein, contemporaneously with
the execution and delivery of this Indenture, for the benefit of the holders of
the Trust Securities, as amended or supplemented from time to time.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument, solely in its capacity as such and not in its individual
capacity, until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and, thereafter, "Trustee" shall mean
or include each Person who is then a Trustee hereunder.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
and as in effect on the date as of this Indenture.

      "Trust Securities" has the meaning specified in the first recital of this
Indenture.

      SECTION 1.2. Compliance Certificate and Opinions.

      (a) Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including covenants compliance with which constitutes a condition precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent (including covenants compliance with which
constitutes a condition precedent), if any, have been complied with, except
that, in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

      (b) Every certificate with respect to compliance with a condition or
covenant provided for in this Indenture (other than the certificate provided
pursuant to Section 10.3) shall include:

            (i) a statement by each individual signing such certificate or
      opinion that such individual has read such covenant or condition and the
      definitions herein relating thereto;


                                       10

<PAGE>

            (ii) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions of such individual
      contained in such certificate or opinion are based;

            (iii) a statement that, in the opinion of such individual, he or she
      has made such examination or investigation as is necessary to enable him
      or her to express an informed opinion as to whether or not such covenant
      or condition has been complied with; and

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

      SECTION 1.3. Forms of Documents Delivered to Trustee.

      (a) In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

      (b) Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or after reasonable
inquiry should know, that the certificate or opinion or representations with
respect to matters upon which his or her certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or after reasonable inquiry should know,
that the certificate or opinion or representations with respect to such matters
are erroneous.

      (c) Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

      (d) Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officers' Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally received in the corrected form and, irrespective of the date or dates
of the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Without limiting the generality of the foregoing, any Securities
issued under the authority of such defective document or instrument shall
nevertheless be the valid obligations of the Company entitled to the benefits of
this Indenture equally and ratably with all other Outstanding Securities.


                                       11

<PAGE>

      SECTION 1.4. Acts of Holders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given to or taken by Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent thereof duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments (including any
appointment of an agent) is or are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. 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 Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section 1.4.

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

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

      (d) Any request, demand, authorization, direction, notice, consent, waiver
or other

      action by the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

      (e) Without limiting the foregoing, a Holder entitled to take any action
hereunder with regard to any particular Security may do so with regard to all or
any part of the principal amount of such 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 principal amount.

      (f) Except as set forth in paragraph (g) of this Section 1.4, the Company
may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities.
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such
record date; provided, that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date (as defined below) by
Holders of the requisite principal amount of Outstanding Securities on such
record date. Nothing in this paragraph shall be construed to prevent the Company
from setting a new


                                       12

<PAGE>

record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect).
Promptly after any record date is set pursuant to this paragraph, the Company,
at its own expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Trustee in
writing and to each Holder of Securities in the manner set forth in Section 1.6.
                                                                    -----------

      (g) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration or
rescission or annulment thereof referred to in Section 5.2, (iii) any request to
institute proceedings referred to in Section 5.7(b) or (iv) any direction
referred to in Section 5.12. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or
direction, whether or not such Holders remain Holders after such record date;
provided, that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect). Promptly after any record
date is set pursuant to this paragraph, the Trustee, at the Company's expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each
Holder of Securities in the manner set forth in Section 1.6.

      (h) With respect to any record date set pursuant to paragraph (f) or (g)
of this Section 1.4, the party hereto that sets such record date may designate
any day as the "Expiration Date" and from time to time may change the Expiration
Date to any earlier or later day; provided, that no such change shall be
effective unless notice of the proposed new Expiration Date is given to the
other party hereto in writing, and to each Holder of Securities in the manner
set forth in Section 1.6, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section 1.4, the party hereto that set such record date shall be deemed
to have initially designated the ninetieth (90th) day after such record date as
the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no
Expiration Date shall be later than the one hundred and eightieth (180th) day
after the applicable record date.

      SECTION 1.5. Notices, Etc.

      Any request, demand, authorization, direction, notice, consent, waiver,
Act of Holders, or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with:

      (a) the Trustee by any Holder, any holder of Preferred Securities or the
Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office,


                                       13

<PAGE>

      (b) the Company by the Trustee, any Holder or any holder of Preferred
Securities shall be sufficient for every purpose hereunder if in writing and
mailed, first class, postage prepaid, to the Company addressed to it at 1501
Highwoods Blvd., Suite 400, Greensboro, NC 27410, Attn: Chief Financial Officer,
or at any other address previously furnished in writing to the Trustee by the
Company,

      (c) the Placement Agent by the Trustee, the Company, any Holder or any
holder or beneficial owner of the Preferred Securities, shall be sufficient for
every purpose hereunder if in writing and mailed, first-class postage prepaid to
the Placement Agent at 303 Peachtree Street, 24th Floor, Mail Code 3950,
Atlanta, Georgia 30308 or any other address previously furnished by the
Placement Agent, or

      (d) the Purchaser by the Trustee, the Company, any Holder or any holder or
beneficial owner of the Preferred Securities, shall be sufficient for every
purpose hereunder if in writing and mailed first-class postage prepaid to the
Purchaser at 2202 Polly Drummond Office Park, Newark, Delaware 19711, or any
other address previously furnished by the Purchaser.

      SECTION 1.6. Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class, postage prepaid, to each Holder affected
by such event to the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. If, by reason of the suspension
of or irregularities in regular mail service or for any other reason, it shall
be impossible or impracticable to mail notice of any event to Holders when said
notice is required to be given pursuant to any provision of this Indenture, then
any manner of giving such notice as shall be satisfactory to the Trustee shall
be deemed to be a sufficient giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

      SECTION 1.7. Effect of Headings and Table of Contents.

      The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction of this Indenture.

      SECTION 1.8. Successors and Assigns.

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


                                       14

<PAGE>

      SECTION 1.9. Separability Clause.

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

      SECTION 1.10. Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors and
assigns, the holders of Senior Debt, the Holders of the Securities and, to the
extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.2 and 10.7,
the holders of Preferred Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

      SECTION 1.11. Governing Law.

      This Indenture and the rights and obligations of each of the Holders, the
Company and the Trustee shall be construed and enforced in accordance with and
governed by the laws of the State of New York without reference to its conflict
of laws provisions (other than Section 5-1401 of the General Obligations Law).

      SECTION 1.12. Submission to Jurisdiction.

      ANY LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH
RESPECT TO OR ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE
COURTS OF THE STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE
SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS
INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND
COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS INDENTURE.

      SECTION 1.13. Non-Business Days.

      If any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or the Securities) payment of interest, premium, if any, or
principal or other amounts in respect of such Security shall not be made on such
date, but shall be made on the next succeeding Business Day (and no interest
shall accrue in respect of the amounts whose payment is so delayed for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, until such next succeeding Business Day) except
that, if such Business Day falls in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the Interest Payment Date or
Redemption Date or at the Stated Maturity.


                                       15

<PAGE>

                                   ARTICLE II

      Security Forms SECTION 2.1. Form of Security.

      Any Security issued hereunder shall be in substantially the following
form:

                       FNB FINANCIAL SERVICES CORPORATION

                 Floating Rate Junior Subordinated Note due 2035

No. _____________                                                $__________

      FNB Financial Services Corporation, a corporation organized and existing
under the laws of North Carolina (hereinafter called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________, or registered
assigns, the principal sum of $__________ Dollars [if the Security is a Global
Security, then insert-- or such other principal amount represented hereby as may
be set forth in the records of the Securities Registrar hereinafter referred to
in accordance with the Indenture] on September 30, 2035. The Company further
promises to pay interest on said principal sum from ____________, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
March 30th, June 30th, September 30th and December 30th of each year, commencing
on September 30, 2005, or if any such day is not a Business Day, on the next
succeeding Business Day (and no interest shall accrue in respect of the amounts
whose payment is so delayed for the period from and after such Interest Payment
Date until such next succeeding Business Day), except that, if such Business Day
falls in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on the Interest Payment Date, at a variable rate per annum, reset
quarterly, equal to LIBOR plus1.46%, together with Additional Tax Sums, if any,
as provided in Section 10.5 of the Indenture, until the principal hereof is paid
or duly provided for or made available for payment; provided, that any overdue
principal, premium or Additional Tax Sums and any overdue installment of
interest shall bear Additional Interest (to the extent that the payment of such
interest shall be legally enforceable) at a variable rate per annum, reset
quarterly, equal to LIBOR plus 1.46%, compounded quarterly, from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand.

      The amount of interest payable shall be computed on the basis of a 360-day
year and the actual number of days elapsed in the relevant interest period. The
amount of interest payable for any full interest period shall be computed by
dividing the applicable rate per annum by four. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date shall, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest installment. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the


                                       16

<PAGE>

Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than ten (10) days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.

      So long as no Event of Default pursuant to Sections 5.1(c), (e), (f), (g)
or (h) of the Indenture has occurred and is continuing, the Company shall have
the right, at any time and from time to time during the term of this Security,
to defer the payment of interest on this Security for a period of up to twenty
(20) consecutive quarterly interest payment periods (each such period, an
"Extension Period"), during which Extension Period(s), no interest shall be due
and payable (except any Additional Tax Sums that may be due and payable). No
Extension Period shall end on a date other than an Interest Payment Date, and no
Extension Period shall extend beyond the Stated Maturity of the principal of
this Security. No interest shall be due and payable during an Extension Period
(except any Additional Tax Sums that may be due and payable), except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear Additional Interest (to the
extent payment of such interest would be legally enforceable) at a variable rate
per annum, reset quarterly, equal to LIBOR plus 1.46%, compounded quarterly,
from the dates on which amounts would have otherwise been due and payable until
paid or made available for payment. At the end of any such Extension Period, the
Company shall pay all interest then accrued and unpaid on this Security,
together with such Additional Interest. Prior to the termination of any such
Extension Period, the Company may further defer the payment of interest;
provided, that (i) all such previous and further extensions comprising such
Extension Period do not exceed twenty (20) quarterly interest payment periods,
(ii) no Extension Period shall end on a date other than an Interest Payment Date
and (iii) no Extension Period shall extend beyond the Stated Maturity of the
principal of this Security. Upon the termination of any such Extension Period
and upon the payment of all accrued and unpaid interest and any Additional
Interest then due on any Interest Payment Date, the Company may elect to begin a
new Extension Period; provided, that (i) such Extension Period does not exceed
twenty (20) quarterly interest payment periods, (ii) no Extension Period shall
end on a date other than an Interest Payment Date and (iii) no Extension Period
shall extend beyond the Stated Maturity of the principal of this Security. The
Company shall give (i) the Holder of this Security, (ii) the Trustee, (iii) the
Property Trustee and (iv) any beneficial owner of the Preferred Securities
reasonably identified to the Company (which identification may be made either by
such beneficial owner or by the Placement Agent or the Purchaser) written notice
of its election to begin any such Extension Period no later than the close of
business on the fifteenth (15th) Business Day prior to the next succeeding
Interest Payment Date on which interest on this Security would be payable but
for such deferral.

      During any such Extension Period, the Company shall not (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal of or any interest or premium on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu in
all respects with or junior in interest to this Security (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in


                                       17

<PAGE>

connection with (1) any employment contract, benefit plan or other similar
arrangement with or for the benefit of any one or more employees, officers,
directors or consultants, (2) a dividend reinvestment or stockholder stock
purchase plan or (3) the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) as a result of an exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a Subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's indebtedness for any class or series of the Company's capital
stock, (c) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any Rights Plan, the issuance of rights, stock or
other property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).

      Payment of principal of, premium, if any, and interest on this Security
shall be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of principal, premium, if any, and interest due at the Maturity of this
Security shall be made at the office or agency of the Company maintained for
that purpose in the Place of Payment upon surrender of such Securities to the
Paying Agent, and payments of interest shall be made, subject to such surrender
where applicable, by wire transfer at such place and to such account at a
banking institution in the United States as may be designated in writing to the
Paying Agent at least ten (10) Business Days prior to the date for payment by
the Person entitled thereto unless proper written transfer instructions have not
been received by the relevant record date, in which case such payments shall be
made by check mailed to the address of such Person as such address shall appear
in the Security Register. Notwithstanding the foregoing, so long as the holder
of this Security is the Property Trustee, the payment of the principal of (and
premium, if any) and interest (including any overdue installment of interest and
Additional Tax Sums, if any) on this Security will be made at such place and to
such account as may be designated by the Property Trustee.

      The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such actions as
may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee his or her attorney-in-fact for any and all such
purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Debt, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.

      Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


                                       18

<PAGE>

      This Security is one of a duly authorized issue of securities of the
Company (the "Securities") issued under the Junior Subordinated Indenture, dated
as of August 23, 2005 (the "Indenture"), between the Company and Deutsche Bank
Trust Company Americas, as Trustee (in such capacity, the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Debt and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

      All terms used in this Security that are defined in the Indenture or in
the Amended and Restated Trust Agreement, dated as of August 23, 2005 (as
modified, amended or supplemented from time to time, the "Trust Agreement"),
relating to FNB Financial Services Capital Trust I (the "Trust"), among the
Company, as Depositor, the Trustees named therein and the Holders from time to
time of the Trust Securities issued pursuant thereto, shall have the meanings
assigned to them in the Indenture or the Trust Agreement, as the case may be.

      The Company may, on any Interest Payment Date, at its option, upon not
less than thirty (30) days' nor more than sixty (60) days' written notice to the
Holders of the Securities (unless a shorter notice period shall be satisfactory
to the Trustee) on or after September 30, 2010 and subject to the terms and
conditions of Article XI of the Indenture, redeem this Security in whole at any
time or in part from time to time at a Redemption Price equal to one hundred
percent (100%) of the principal amount hereof, together, in the case of any such
redemption, with accrued interest, including any Additional Interest, to but
excluding the date fixed for redemption; provided, that the Company shall have
received the prior approval of the Federal Reserve if then required.

      In addition, upon the occurrence and during the continuation of a Special
Event, the Company may, at its option, upon not less than thirty (30) days' nor
more than sixty (60) days' written notice to the Holders of the Securities
(unless a shorter notice period shall be satisfactory to the Trustee), redeem
this Security, in whole but not in part, subject to the terms and conditions of
Article XI of the Indenture at the Special Event Redemption Price; provided,
that the Company shall have received the prior approval of the Federal Reserve
if then required.

      In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof. If less than all the Securities
are to be redeemed, the particular Securities to be redeemed shall be selected
not more than sixty (60) days prior to the Redemption Date by the Trustee from
the Outstanding Securities not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any Security.

      The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities. The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Securities, on behalf of the
Holders of all Securities, to


                                       19

<PAGE>

waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest, including any Additional Interest, on this Security at the times,
place and rate, and in the coin or currency, herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained for such purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar and duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Securities, of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

      The Securities are issuable only in registered form without coupons in
minimum denominations of $100,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities are exchangeable for a like aggregate principal amount of
Securities and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

      The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that, for United States federal, state and
local tax purposes, it is intended that this Security constitute indebtedness.

      This Security shall be construed and enforced in accordance with and
governed by the laws of the State of New York, without reference to its conflict
of laws provisions (other than Section 5-1401 of the General Obligations Law).


                                       20

<PAGE>

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                        FNB FINANCIAL SERVICES CORPORATION

                                        By:__________________________
                                        Name:
                                        Title:

      SECTION 2.2. Restricted Legend.

      (a) Any Security issued hereunder shall bear a legend in substantially the
following form:

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

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

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


                                       21

<PAGE>

      PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER
      THE SECURITIES ACT.

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

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

      THE HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE
      HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
      EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR
      ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE
      CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY


                                       22

<PAGE>

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

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

      (b) The above legends shall not be removed from any Security unless there
is delivered to the Company satisfactory evidence, which may include an Opinion
of Counsel, as may be reasonably required to ensure that any future transfers
thereof may be made without restriction under or violation of the provisions of
the Securities Act and other applicable law. Upon provision of such satisfactory
evidence, the Company shall execute and deliver to the Trustee, and the Trustee
shall deliver, at the written direction of the Company, a Security that does not
bear the legend.

      SECTION 2.3. Form of Trustee's Certificate of Authentication.

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

      This is one of the Securities designated therein referred to in the
within-mentioned Indenture.

Dated:


                                       23

<PAGE>

                                                DEUTSCHE BANK TRUST COMPANY
                                                AMERICAS, as Trustee


                                                By:__________________________
                                                       Authorized officer

      SECTION 2.4. Temporary Securities.

      (a) Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities that are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

      (b) If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for that purpose without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities,
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor one or more definitive Securities of any authorized
denominations having the same Original Issue Date and Stated Maturity and having
the same terms as such temporary Securities. Until so exchanged, the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.

      SECTION 2.5. Definitive Securities.

      The Securities issued on the Original Issue Date shall be in definitive
form. The definitive Securities shall be printed, lithographed or engraved, or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

                                   ARTICLE III

                                 The Securities

      SECTION 3.1. Payment of Principal and Interest.

      (a) The unpaid principal amount of the Securities shall bear interest at a
variable rate per annum, reset quarterly, equal to LIBOR plus 1.46% until paid
or duly provided for, such interest to accrue from the Original Issue Date or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, and any overdue principal, premium or Additional Tax Sums and
any overdue installment of interest shall bear Additional Interest (to


                                       24

<PAGE>

the extent payment of such interest would be legally enforceable) at a variable
rate per annum, reset quarterly, equal to LIBOR plus 1.46% from the dates such
amounts are due until they are paid or funds for the payment thereof are made
available for payment.

      (b) Interest and Additional Interest on any Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, except that interest and any Additional Interest payable on
the Stated Maturity (or any date of principal repayment upon early maturity) of
the principal of a Security or on a Redemption Date shall be paid to the Person
to whom principal is paid. The initial payment of interest on any Security that
is issued between a Regular Record Date and the related Interest Payment Date
shall be payable as provided in such Security.

      (c) Any interest on any Security that is due and payable, but is not
timely paid or duly provided for, on any Interest Payment Date for Securities
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in paragraph (i) or (ii) below:

            (i) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Securities (or their respective
      Predecessor Securities) are registered at the close of business on a
      Special Record Date for the payment of such Defaulted Interest (a "Special
      Record Date"), which shall be fixed in the following manner. At least
      thirty (30) days prior to the date of the proposed payment, the Company
      shall notify the Trustee in writing of the amount of Defaulted Interest
      proposed to be paid on each Security and the date of the proposed payment,
      and at the same time the Company shall deposit with the Trustee an amount
      of money equal to the aggregate amount proposed to be paid in respect of
      such Defaulted Interest or shall make arrangements satisfactory to the
      Trustee for such deposit prior to the date of the proposed payment, such
      money when deposited to be held in trust for the benefit of the Persons
      entitled to such Defaulted Interest. Thereupon the Trustee shall fix a
      Special Record Date for the payment of such Defaulted Interest, which
      shall be not more than fifteen (15) days and not less than ten (10) days
      prior to the date of the proposed payment and not less than ten (10) days
      after the receipt by the Trustee of the notice of the proposed payment.
      The Trustee shall promptly notify the Company of such Special Record Date
      and, in the name and at the expense of the Company, shall cause notice of
      the proposed payment of such Defaulted Interest and the Special Record
      Date therefor to be mailed, first class, postage prepaid, to each Holder
      of a Security at the address of such Holder as it appears in the
      Securities Register not less than ten (10) days prior to such Special
      Record Date. Notice of the proposed payment of such Defaulted Interest and
      the Special Record Date therefor having been so mailed, such Defaulted
      Interest shall be paid to the Persons in whose names the Securities (or
      their respective Predecessor Securities) are registered on such Special
      Record Date; or

            (ii) The Company may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Securities may be listed and, upon such
      notice as may be required by such


                                       25

<PAGE>

      exchange (or by the Trustee if the Securities are not listed), if, after
      notice given by the Company to the Trustee of the proposed payment
      pursuant to this clause, such payment shall be deemed practicable by the
      Trustee.

      (d) Payments of interest on the Securities shall include interest accrued
to but excluding the respective Interest Payment Dates. Interest payments for
the Securities shall be computed and paid on the basis of a 360-day year and the
actual number of days elapsed in the relevant interest period. The amount of
interest payable for any full interest period shall be computed by dividing the
applicable rate per annum by four.

      (e) Payment of principal of, premium, if any, and interest on the
Securities shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. Payments of principal, premium, if any, and interest due at the
Maturity of such Securities shall be made at the Place of Payment upon surrender
of such Securities to the Paying Agent and payments of interest shall be made
subject to such surrender where applicable, by wire transfer at such place and
to such account at a banking institution in the United States as may be
designated in writing to the Paying Agent at least ten (10) Business Days prior
to the date for payment by the Person entitled thereto unless proper written
transfer instructions have not been received by the relevant record date, in
which case such payments shall be made by check mailed to the address of such
Person as such address shall appear in the Security Register. Notwithstanding
the foregoing, so long as the holder of the Security is the Property Trustee,
the payment of the principal of (and premium if any) and interest (including any
overdue installment of interest and Additional Tax Sums, if any) on the Security
will be made at such place and to such account as may be designated by the
Property Trustee.

      (f) Subject to the foregoing provisions of this Section 3.1, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Security.

      SECTION 3.2. Denominations.

      The Securities shall be in registered form without coupons and shall be
issuable in minimum denominations of $100,000 and any integral multiple of
$1,000 in excess thereof.

      SECTION 3.3. Execution, Authentication, Delivery and Dating.

      (a) At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities in an aggregate principal
amount (including all then Outstanding Securities) not in excess of $25,774,000
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and shall be fully protected in relying
upon:

            (i) a copy of any Board Resolution relating thereto; and


                                       26

<PAGE>

            (ii) an Opinion of Counsel stating that such Securities, when
      authenticated and delivered by the Trustee and issued by the Company in
      the manner and subject to any conditions specified in such Opinion of
      Counsel, will constitute valid and legally binding obligations of the
      Company, 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.

      (b) The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents. The signature of any of these officers on the Securities
may be manual or facsimile. Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities.

      (c) No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.8, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

      (d) Each Security shall be dated the date of its authentication.

      SECTION 3.4. Global Securities.

      (a) Upon the election of the Holder after the Original Issue Date, which
election need not be in writing, the Securities owned by such Holder shall be
issued in the form of one or more Global Securities registered in the name of
the Depositary or its nominee. Each Global Security issued under this Indenture
shall be registered in the name of the Depositary designated by the Company for
such Global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.

      (b) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for registered Securities, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (i) such Depositary advises the Trustee and the Company in
writing that such Depositary is no longer willing or able to properly discharge
its responsibilities as Depositary with respect to such Global Security, and no
qualified successor is appointed by the Company within ninety (90) days of
receipt by the Company of such notice, (ii) such Depositary ceases to be a
clearing agency registered under the Exchange Act and no successor is appointed
by the Company within ninety (90) days after obtaining knowledge of


                                       27

<PAGE>

such event, (iii) the Company executes and delivers to the Trustee a Company
Order stating that the Company elects to terminate the book-entry system through
the Depositary or (iv) an Event of Default shall have occurred and be
continuing. Upon the occurrence of any event specified in clause (i), (ii),
(iii) or (iv) above, the Trustee shall notify the Depositary and instruct the
Depositary to notify all owners of beneficial interests in such Global Security
of the occurrence of such event and of the availability of Securities to such
owners of beneficial interests requesting the same. Upon the issuance of such
Securities and the registration in the Securities Register of such Securities in
the names of the Holders of the beneficial interests therein, the Trustees shall
recognize such holders of beneficial interests as Holders.

      (c) If any Global Security is to be exchanged for other Securities or
canceled in part, or if another Security is to be exchanged in whole or in part
for a beneficial interest in any Global Security, then either (i) such Global
Security shall be so surrendered for exchange or cancellation as provided in
this Article III or (ii) the principal amount thereof shall be reduced or
increased by an amount equal to the portion thereof to be so exchanged or
canceled, or equal to the principal amount of such other Security to be so
exchanged for a beneficial interest therein, as the case may be, by means of an
appropriate adjustment made on the records of the Securities Registrar,
whereupon the Trustee, in accordance with the Applicable Depository Procedures,
shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Security by the Depositary, accompanied by registration
instructions, the Company shall execute and the Trustee shall authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) in accordance with the instructions of the Depositary. The
Trustee shall not be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be fully protected in relying on, such
instructions.

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

      (e) Securities distributed to holders of Book-Entry Preferred Securities
(as defined in the applicable Trust Agreement) upon the dissolution of the Trust
shall be distributed in the form of one or more Global Securities registered in
the name of a Depositary or its nominee, and deposited with the Securities
Registrar, as custodian for such Depositary, or with such Depositary, for credit
by the Depositary to the respective accounts of the beneficial owners of the
Securities represented thereby (or such other accounts as they may direct).
Securities distributed to holders of Preferred Securities other than Book-Entry
Preferred Securities upon the dissolution of the Trust shall not be issued in
the form of a Global Security or any other form intended to facilitate
book-entry trading in beneficial interests in such Securities.

      (f) The Depositary or its nominee, as the registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Depository
Procedures. Accordingly, any such owner's beneficial interest in a Global
Security shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Depositary or its nominee or
its Depositary Participants. The


                                       28

<PAGE>

Securities Registrar and the Trustee shall be entitled to deal with the
Depositary for all purposes of this Indenture relating to a Global Security
(including the payment of principal and interest thereon and the giving of
instructions or directions by owners of beneficial interests therein and the
giving of notices) as the sole Holder of the Security and shall have no
obligations to the owners of beneficial interests therein. Neither the Trustee
nor the Securities Registrar shall have any liability in respect of any
transfers effected by the Depositary.

      (g) The rights of owners of beneficial interests in a Global Security
shall be exercised only through the Depositary and shall be limited to those
established by law and agreements between such owners and the Depositary and/or
its Depositary Participants.

      (h) No holder of any beneficial interest in any Global Security held on
its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Security, and such Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the owner of
such Global Security for all purposes whatsoever. None of the Company, the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Security or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary (or its nominee) as Holder of any Security.

      SECTION 3.5. Registration, Transfer and Exchange Generally.

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

      (b) Upon surrender for registration of transfer of any Security at the
offices or agencies of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of any
authorized denominations of like tenor and aggregate principal amount.

      (c) At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations, of like tenor and aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities that the Holder making the exchange is entitled to receive.


                                       29

<PAGE>

      (d) All Securities issued upon any transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.

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

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

      (g) Neither the Company nor the Trustee shall be required pursuant to the
provisions of this Section 3.5 to issue, register the transfer of or exchange
any Security during a period beginning at the opening of business fifteen (15)
days before the day of selection for redemption of Securities pursuant to
Article XI and ending at the close of business on the day of mailing of the
notice of redemption or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case of
any such Security to be redeemed in part, any portion thereof not to be
redeemed.

      (h) The Company shall designate an office or offices or agency or agencies
where Securities may be surrendered for registration or transfer or exchange.
The Company initially designates the Corporate Trust Office as its office and
agency for such purposes. The Company shall give prompt written notice to the
Trustee and to the Holders of any change in the location of any such office or
agency.

      SECTION 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

      (a) If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of like tenor and
aggregate principal amount and bearing a number not contemporaneously
outstanding.

      (b) If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Company or the Trustee that
such Security has been acquired by a bona fide purchaser, the Company shall
execute and upon its written request the Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Security, a new Security of like
tenor and aggregate principal amount as such destroyed, lost or stolen Security,
and bearing a number not contemporaneously outstanding.

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


                                       30

<PAGE>

      (d) Upon the issuance of any new Security under this Section 3.6, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

      (e) Every new Security issued pursuant to this Section 3.6 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

      (f) The provisions of this Section 3.6 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

      SECTION 3.7. Persons Deemed Owners.

      The Company, the Trustee and any agent of the Company or the Trustee shall
treat the Person in whose name any Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any interest
on such Security and for all other purposes whatsoever, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

      SECTION 3.8. Cancellation.

      All Securities surrendered for payment, redemption, transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Securities surrendered directly to the
Trustee for any such purpose shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section 3.8, except as expressly
permitted by this Indenture. All canceled Securities shall be disposed of by the
Trustee in accordance with its customary practices and the Trustee shall deliver
to the Company a certificate of such disposition.

      SECTION 3.9. Deferrals of Interest Payment Dates.

      (a) So long as no Event of Default pursuant to Sections 5.1(c), (e), (f),
(g) or (h) has occurred and is continuing, the Company shall have the right, at
any time and from time to time during the term of the Security, to defer the
payment of interest on the Securities for a period of up to twenty (20)
consecutive quarterly interest payment periods (each such period, an "Extension
Period"), during which Extension Period(s), the Company shall have the right to
make no payments or partial payments of interest on any Interest Payment Date
(except any Additional Tax Sums that otherwise may be due and payable). No
Extension Period shall end on a date other than an Interest Payment Date and no
Extension Period shall extend beyond the Stated Maturity of the principal of the
Securities. No interest shall be due and payable during an Extension Period,
except at the end thereof, but each installment of interest that would otherwise


                                       31

<PAGE>

have been due and payable during such Extension Period shall bear Additional
Interest (to the extent payment of such interest would be legally enforceable)
at a variable rate per annum, reset quarterly, equal to LIBOR plus 1.46%,
compounded quarterly, from the dates on which amounts would have otherwise been
due and payable until paid or until funds for the payment thereof have been made
available for payment. At the end of any such Extension Period, the Company
shall pay all interest then accrued and unpaid on the Securities together with
such Additional Interest. Prior to the termination of any such Extension Period,
the Company may extend such Extension Period and further defer the payment of
interest; provided, that (i) all such previous and further extensions comprising
such Extension Period do not exceed twenty (20) quarterly interest payment
periods, (ii) no Extension Period shall end on a date other than an Interest
Payment Date and (iii) no Extension Period shall extend beyond the Stated
Maturity of the principal of the Securities. Upon the termination of any such
Extension Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Company may elect
to begin a new Extension Period; provided, that (i) such Extension Period does
not exceed twenty (20) quarterly interest payment periods, (ii) no Extension
Period shall end on a date other than an Interest Payment Date, and (iii) no
Extension Period shall extend beyond the Stated Maturity of the principal of the
Securities and (iv) no Event of Default pursuant to Sections 5.1(c), (e), (f),
(g) or (h) has occurred and is continuing. The Company shall give (i) the
Holders of the Securities, (ii) the Trustee, (iii) the Property Trustee and (iv)
any beneficial owner of the Preferred Securities reasonably identified to the
Company (which identification may be made either by such beneficial owner or by
the Placement Agent or the Purchaser) written notice of its election to begin
any such Extension Period no later than the close of business on the fifteenth
(15th) Business Day prior to the next succeeding Interest Payment Date on which
interest on the Securities would be payable but for such deferral.

      (b) In connection with any such Extension Period, the Company shall be
subject to the restrictions set forth in Section 10.6(a).
                                         ---------------

      SECTION 3.10. Right of Set-Off.

      Notwithstanding anything to the contrary herein, the Company shall have
the right to set off any payment it is otherwise required to make in respect of
any Security to the extent the Company has theretofore made, or is concurrently
on the date of such payment making, a payment under the Guarantee Agreement
relating to such Security or to a holder of Preferred Securities pursuant to an
action undertaken under Section 5.8 of this Indenture.
                        -----------

      SECTION 3.11. Agreed Tax Treatment.

      Each Security issued hereunder shall provide that the Company and, by its
acceptance or acquisition of a Security or a beneficial interest therein, the
Holder of, and any Person that acquires a direct or indirect beneficial interest
in, such Security, intend and agree to treat such Security as indebtedness of
the Company for United States Federal, state and local tax purposes and to treat
the Preferred Securities (including but not limited to all payments and proceeds
with respect to the Preferred Securities) as an undivided beneficial ownership
interest in the Securities (and payments and proceeds therefrom, respectively)
for United States Federal, state and local


                                       32

<PAGE>

tax purposes. The provisions of this Indenture shall be interpreted to further
this intention and agreement of the parties.

      SECTION 3.12. CUSIP Numbers.

      The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption and other similar or related materials as a convenience to
Holders; provided, that any such notice or other materials may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or other materials
and that reliance may be placed only on the other identification numbers printed
on the Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers.

                                   ARTICLE IV

                           Satisfaction and Discharge

      SECTION 4.1. Satisfaction and Discharge of Indenture.

      This Indenture shall, upon Company Request, cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and as otherwise provided in this
Section 4.1) and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

      (a) either

            (i) all Securities theretofore authenticated and delivered (other
      than (A) Securities that have been mutilated, destroyed, lost or stolen
      and that have been replaced or paid as provided in Section 3.6 and (B)
      Securities for whose payment money has theretofore been deposited in trust
      or segregated and held in trust by the Company and thereafter repaid to
      the Company or discharged from such trust as provided in Section 10.2)
      have been delivered to the Trustee for cancellation; or

            (ii) all such Securities not theretofore delivered to the Trustee
      for cancellation

                  (A)   have become due and payable, or

                  (B)   will become due and payable at their Stated Maturity
                        within one year of the date of deposit, or

                  (C)   are to be called for redemption within one year under
                        arrangements satisfactory to the Trustee for the giving
                        of notice of redemption by the Trustee in the name, and
                        at the expense, of the Company,

      and the Company, in the case of subclause (ii)(A), (B) or (C) above, has
      deposited or caused to be deposited with the Trustee as trust funds in
      trust for such purpose (x) an amount in the currency or currencies in
      which the Securities are payable, (y) Government


                                       33

<PAGE>

      Obligations which through the scheduled payment of principal and interest
      in respect thereof in accordance with their terms will provide, not later
      than the due date of any payment, money in an amount or (z) a combination
      thereof, in each case sufficient, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge the
      entire indebtedness on such Securities not theretofore delivered to the
      Trustee for cancellation, for principal and any premium and interest
      (including any Additional Interest) to the date of such deposit (in the
      case of Securities that have become due and payable) or to the Stated
      Maturity (or any date of principal repayment upon early maturity) or
      Redemption Date, as the case may be;

      (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

      (c) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.6, the obligations of
the Company to any Authenticating Agent under Section 6.11 and, if money shall
have been deposited with the Trustee pursuant to subclause (a)(ii) of this
Section 4.1, the obligations of the Trustee under Section 4.2 and Section
10.2(e) shall survive.

      SECTION 4.2. Application of Trust Money.

      Subject to the provisions of Section 10.2(e), all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust and applied by the
Trustee, in accordance with the provisions of the Securities and this Indenture,
to the payment in accordance with Section 3.1, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium and interest (including any Additional Interest) for the payment of
which such money or obligations have been deposited with or received by the
Trustee. Moneys held by the Trustee under this Section 4.2 shall not be subject
to the claims of holders of Senior Debt under Article XII.
                                              -----------

                                    ARTICLE V

                                    Remedies

      SECTION 5.1. Events of Default.

      "Event of Default" means, wherever used herein with respect to the
Securities, 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):


                                       34

<PAGE>

      (a) default in the payment of any interest upon any Security, including
any Additional Interest in respect thereof, when it becomes due and payable, and
continuance of such default for a period of thirty (30) days (subject to the
deferral of any due date in the case of an Extension Period); or

      (b) default in the payment of the principal of or any premium on any
Security at its Maturity; or

      (c) default in the payment of any interest upon any Security, including
any Additional Interest in respect thereof, following the nonpayment of any such
interest for twenty (20) or more consecutive quarterly interest payment periods;
or

      (d) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture and continuance of such default or breach for a
period of thirty (30) days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least twenty five percent (25%) in aggregate principal
amount of the Outstanding 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 entry by a court having jurisdiction in the premises of a decree
or order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company under any applicable Federal or state
bankruptcy, insolvency, reorganization or other similar law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company 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 for relief or any such other decree or order unstayed
and in effect for a period of sixty (60) consecutive days; or

      (f) the institution by the Company of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by the Company to the institution of
bankruptcy or insolvency proceedings against it, or the filing by the Company 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 such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due and its willingness to be adjudicated
a bankrupt or insolvent, or the taking of corporate action by the Company in
furtherance of any such action; or

      (g) either (1) a court or administrative or governmental agency or body
shall enter a decree or order for the appointment of a receiver of a Major Bank
Subsidiary or all or substantially all of its property in any liquidation,
insolvency or similar proceeding, or (2) a Major Bank Subsidiary shall consent
to the appointment of a receiver for it or all or substantially all of its
property in any liquidation, insolvency or similar proceeding.


                                       35

<PAGE>

      (h) the Trust shall have voluntarily or involuntarily liquidated,
dissolved, wound-up its business or otherwise terminated its existence, except
in connection with (1) the distribution of the Securities to holders of the
Preferred Securities in liquidation of their interests in the Trust, (2) the
redemption of all of the outstanding Preferred Securities or (3) certain
mergers, consolidations or amalgamations, each as and to the extent permitted by
the Trust Agreement.

      SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

      (a) If an Event of Default pursuant to Sections 5.1(c), (e), (f), (g) or
(h) occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than twenty five percent (25%) in principal amount of the
Outstanding Securities may declare the principal amount of all the Securities to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), provided, that if, upon an Event of Default
pursuant to Sections 5.1(c), (e), (f), (g) or (h), the Trustee or the Holders of
not less than twenty five percent (25%) in principal amount of the Outstanding
Securities fail to declare the principal of all the Outstanding Securities to be
immediately due and payable, the holders of at least twenty five percent (25%)
in aggregate Liquidation Amount of the Preferred Securities then outstanding
shall have the right to make such declaration by a notice in writing to the
Property Trustee, the Company and the Trustee; and upon any such declaration the
principal amount of and the accrued interest (including any Additional Interest)
on all the Securities shall become immediately due and payable.

      (b) At any time after such a declaration of acceleration with respect to
Securities has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter provided in this
Article V, the Holders of a majority in principal amount of the Outstanding
Securities, by written notice to the Indenture Trustee, or the holders of a
majority in aggregate Liquidation Amount of the Preferred Securities, by written
notice to the Property Trustee, the Company and the Trustee, may rescind and
annul such declaration and its consequences if:

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

                  (A)   all overdue installments of interest on all Securities,

                  (B)   any accrued Additional Interest on all Securities,

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

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


                                       36

<PAGE>

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

provided, that if the Holders of such Securities fail to annul such declaration
and waive such default, the holders of not less than a majority in aggregate
Liquidation Amount of the Preferred Securities then outstanding shall also have
the right to rescind and annul such declaration and its consequences by written
notice to the Property Trustee, the Company and the Trustee, subject to the
satisfaction of the conditions set forth in paragraph (b) of this Section 5.2.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.

      SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee.

      (a) The Company covenants that if:

            (i) default is made in the payment of any installment of interest
      (including any Additional Interest) on any Security when such interest
      becomes due and payable and such default continues for a period of thirty
      (30) days, or

            (ii) default is made in the payment of the principal of and any
      premium on any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal and any premium and interest (including any
Additional Interest) and, in addition thereto, all amounts owing the Trustee
under Section 6.6.
      ------------

      (b) If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

      (c) If an Event of Default with respect to Securities occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

      SECTION 5.4. Trustee May File Proofs of Claim.

      In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or similar judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions


                                       37

<PAGE>

authorized hereunder in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to first pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts owing the
Trustee, any predecessor Trustee and other Persons under Section 6.6.
                                                         -----------

      SECTION 5.5. Trustee May Enforce Claim Without Possession of Securities.

      All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, subject to
Article XII and after provision for the payment of all the amounts owing the
Trustee, any predecessor Trustee and other Persons under Section 6.6, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

      SECTION 5.6. Application of Money Collected.

      Any money or property collected or to be applied by the Trustee with
respect to the Securities pursuant to this Article V shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money or property on account of principal or any premium or
interest (including any Additional Interest), upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

      FIRST: To the payment of all amounts due the Trustee, any predecessor
Trustee and other Persons under Section 6.6;
                                -----------

      SECOND: To the payment of all Senior Debt of the Company if and to the
extent required by Article XII.
                   -----------

      THIRD: Subject to Article XII, to the payment of the amounts then due and
unpaid upon the Securities for principal and any premium and interest (including
any Additional Interest) in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal and any
premium and interest (including any Additional Interest), respectively; and

      FOURTH: The balance, if any, to the Person or Persons entitled thereto.

      SECTION 5.7. Limitation on Suits.

      Subject to Section 5.8, no Holder of any Securities shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture or for the appointment of a


                                       38

<PAGE>

custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) or for any other remedy hereunder, unless:

      (a) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities;

      (b) the Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

      (c) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

      (d) the Trustee after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding for sixty (60) days; and

      (e) no direction inconsistent with such written request has been given to
the Trustee during such sixty (60)-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

      SECTION 5.8. Unconditional Right of Holders to Receive Principal, Premium
and Interest; Direct Action by Holders of Preferred Securities.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium on such Security at its Maturity and
payment of interest (including any Additional Interest) on such Security when
due and payable and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder. Any
registered holder of the Preferred Securities shall have the right, upon the
occurrence of an Event of Default described in Section 5.1(a), Section 5.1(b) or
Section 5.1(c), to institute a suit directly against the Company for enforcement
of payment to such holder of principal of and any premium and interest
(including any Additional Interest) on the Securities having a principal amount
equal to the aggregate Liquidation Amount of the Preferred Securities held by
such holder.

      SECTION 5.9. Restoration of Rights and Remedies.

      If the Trustee, any Holder or any holder of Preferred Securities has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee, such Holder or such holder of
Preferred Securities, then and in every such case the Company, the Trustee, such
Holders and such holder of Preferred Securities shall, subject to any
determination


                                       39

<PAGE>

in such proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Trustee, such
Holder and such holder of Preferred Securities shall continue as though no such
proceeding had been instituted.

      SECTION 5.10. Rights and Remedies Cumulative.

      Except as otherwise provided in Section 3.6(f), no right or remedy herein
conferred upon or reserved to the Trustee or the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      SECTION 5.11. Delay or Omission Not Waiver.

      No delay or omission of the Trustee, any Holder of any Securities or any
holder of any Preferred Security to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article V or by law to the Trustee or to the Holders and
the right and remedy given to the holders of Preferred Securities by Section 5.8
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee, the Holders or the holders of Preferred Securities, as the case may
be.

      SECTION 5.12. Control by Holders.

      The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee; provided, that:

      (a) such direction shall not be in conflict with any rule of law or with
this Indenture,

      (b) the Trustee may take any other action deemed proper by the Trustee
that is not inconsistent with such direction, and

      (c) subject to the provisions of Section 6.2, the Trustee shall have the
right to decline to follow such direction if a Responsible Officer or Officers
of the Trustee shall, in good faith, reasonably determine that the proceeding so
directed would be unjustly prejudicial to the Holders not joining in any such
direction or would involve the Trustee in personal liability.

      SECTION 5.13. Waiver of Past Defaults.

      (a) The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities and the holders of a majority in aggregate
Liquidation Amount of the Preferred Securities may waive any past Event of
Default hereunder and its consequences except an Event of Default:


                                       40

<PAGE>

            (i) in the payment of the principal of or any premium or interest
      (including any Additional Interest) on any Security (unless such Event of
      Default has been cured and the Company has paid to or deposited with the
      Trustee a sum sufficient to pay all installments of interest (including
      any Additional Interest) due and past due and all principal of and any
      premium on all Securities due otherwise than by acceleration), or

            (ii) in respect of a covenant or provision hereof that under Article
      IX cannot be modified or amended without the consent of each Holder of any
      Outstanding Security.

      (b) Any such waiver shall be deemed to be on behalf of the Holders of all
the Securities or, in the case of a waiver by holders of Preferred Securities
issued by such Trust, by all holders of Preferred Securities.

      (c) Upon any such waiver, such Event of Default shall cease to exist and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereon.

      SECTION 5.14. Undertaking for Costs.

      All parties to this Indenture agree, and each Holder of any Security by
his or her acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.14 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than ten percent (10%) in aggregate principal amount of
the Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of or any premium on the Security
after the Stated Maturity or any interest (including any Additional Interest) on
any Security after it is due and payable.

      SECTION 5.15. Waiver of Usury, Stay or Extension Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


                                       41

<PAGE>

                                   ARTICLE VI

                                   The Trustee

      SECTION 6.1. Corporate Trustee Required.

      There shall at all times be a Trustee hereunder with respect to the
Securities. The Trustee shall be a corporation organized and doing business
under the laws of the United States or of any state thereof, authorized to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by Federal or state
authority and having an office within the United States. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of such supervising or examining authority, then, for the purposes
of this Section 6.1, the combined capital and surplus of such corporation 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 Trustee shall cease to be
eligible in accordance with the provisions of this Section 6.1, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article VI.
----------

      SECTION 6.2. Certain Duties and Responsibilities.

      (a)   Except during the continuance of an Event of Default:

            (i) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture, and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

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

      (b) If an Event of Default known to the Trustee has occurred and is
continuing, the Trustee shall, prior to the receipt of directions, if any, from
the Holders of at least a majority in aggregate principal amount of the
Outstanding Securities, exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

      (c) Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it 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 Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 6.2. To the


                                       42

<PAGE>

extent that, at law or in equity, the Trustee has duties and liabilities
relating to the Holders, the Trustee shall not be liable to any Holder for the
Trustee's good faith reliance on the provisions of this Indenture. The
provisions of this Indenture, to the extent that they restrict the duties and
liabilities of the Trustee otherwise existing at law or in equity, are agreed by
the Company and the Holders to replace such other duties and liabilities of the
Trustee.

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

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

            (ii) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the Holders of at least a majority in aggregate principal
      amount of the Outstanding Securities relating to the time, method and
      place of conducting any proceeding for any remedy available to the Trustee
      under this Indenture; and

            (iii) the Trustee shall be under no liability for interest on any
      money received by it hereunder except as otherwise agreed with the Company
      and money held by the Trustee in trust hereunder need not be segregated
      from other funds except to the extent required by law.

      SECTION 6.3. Notice of Defaults.

      Within ninety (90) days after the occurrence of any default actually known
to the Trustee, the Trustee shall give the Holders notice of such default unless
such default shall have been cured or waived; provided, that except in the case
of a default in the payment of the principal of or any premium or interest on
any Securities, the Trustee shall be fully protected in withholding the notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determines that withholding the notice is in the interest of holders of
Securities; and provided, further, that in the case of any default of the
character specified in Section 5.1(d), no such notice to Holders shall be given
until at least thirty (30) days after the occurrence thereof. For the purpose of
this Section 6.3, the term "default" means any event which is, or after notice
or lapse of time or both would become, an Event of Default.

      SECTION 6.4. Certain Rights of Trustee.

      Subject to the provisions of Section 6.2:
                                   -----------

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


                                       43

<PAGE>

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

      (c) any request or direction of the Company shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board
of Directors may be sufficiently evidenced by a Board Resolution;

      (d) the Trustee may consult with counsel (which counsel may be counsel to
the Trustee, the Company or any of its Affiliates, and may include any of its
employees) and the advice of such counsel or any Opinion of 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;

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

      (f) the 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, direction, consent, order, bond, indenture,
note or other paper or document, but the Trustee in its discretion may make such
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney;

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

      (h) whenever in the administration of this Indenture the Trustee shall
deem it desirable to receive instructions with respect to enforcing any remedy
or right or taking any other action with respect to enforcing any remedy or
right hereunder, the Trustees (i) may request


                                       44

<PAGE>

instructions from the Holders (which instructions may only be given by the
Holders of the same aggregate principal amount of Outstanding Securities as
would be entitled to direct the Trustee under this Indenture in respect of such
remedy, right or action), (ii) may refrain from enforcing such remedy or right
or taking such action until such instructions are received and (iii) shall be
protected in acting in accordance with such instructions;

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

      (j) without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with any bankruptcy, insolvency or other proceeding referred to in
clauses (d) or (e) of the definition of Event of Default, such expenses
(including legal fees and expenses of its agents and counsel) and the
compensation for such services are intended to constitute expenses of
administration under any bankruptcy laws or law relating to creditors rights
generally;

      (k) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate addressing such matter, which,
upon receipt of such request, shall be promptly delivered by the Company;

      (l) the Trustee shall not be charged with knowledge of any Event of
Default unless either (i) a Responsible Officer of the Trustee shall have actual
knowledge or (ii) the Trustee shall have received notice thereof from the
Company or a Holder; and

      (m) in the event that the Trustee is also acting as Paying Agent,
Authenticating Agent or Securities Registrar hereunder, the rights and
protections afforded to the Trustee pursuant to this Article VI shall also be
afforded such Paying Agent, Authenticating Agent, or Securities Registrar.

      SECTION 6.5. May Hold Securities.

      The Trustee, any Authenticating Agent, any Paying Agent, any Securities
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

      SECTION 6.6. Compensation; Reimbursement; Indemnity.

      (a) The Company agrees

            (i) to pay to the Trustee from time to time reasonable compensation
      for all services rendered by it hereunder in such amounts as the Company
      and the Trustee shall agree 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);


                                       45

<PAGE>

            (ii) to reimburse the Trustee upon its request for all reasonable
      expenses, disbursements and advances incurred or made by the Trustee in
      accordance with any provision of this Indenture (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, bad faith or willful misconduct; and

            (iii) to the fullest extent permitted by applicable law, to
      indemnify the Trustee and its Affiliates, and their officers, directors,
      shareholders, agents, representatives and employees for, and to hold them
      harmless against, any loss, damage, liability, tax (other than income,
      franchise or other taxes imposed on amounts paid pursuant to (i) or (ii)
      hereof), penalty, expense or claim of any kind or nature whatsoever
      incurred without negligence, bad faith or willful misconduct on its part
      arising out of or in connection with the acceptance or administration of
      this trust or the performance of the Trustee's duties hereunder, including
      the costs and expenses of defending itself against any claim or liability
      in connection with the exercise or performance of any of its powers or
      duties hereunder.

      (b) To secure the Company's payment obligations in this Section 6.6, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, other than money or property held in trust to pay
principal and interest on particular Securities. Such lien shall survive the
satisfaction and discharge of this Indenture or the resignation or removal of
the Trustee.

      (c) The obligations of the Company under this Section 6.6 shall survive
the satisfaction and discharge of this Indenture and the earlier resignation or
removal of the Trustee.

      (d) In no event shall the Trustee be liable for any indirect, special,
punitive or consequential loss or damage of any kind whatsoever, including, but
not limited to, lost profits, even if the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.

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

      SECTION 6.7. Resignation and Removal; Appointment of Successor.

      (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article VI shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.8.
                                                         -----------

      (b) The Trustee may resign at any time by giving written notice thereof to
the Company.


                                       46

<PAGE>

      (c) Unless an Event of Default shall have occurred and be continuing, the
Trustee may be removed at any time by the Company by a Board Resolution. If an
Event of Default shall have occurred and be continuing, the Trustee may be
removed by Act of the Holders of a majority in aggregate principal amount of the
Outstanding Securities, delivered to the Trustee and to the Company.

      (d) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any reason, at a time
when no Event of Default shall have occurred and be continuing, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee, and such
successor Trustee and the retiring Trustee shall comply with the applicable
requirements of Section 6.8. If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any reason, at a time when an Event of Default shall have occurred and be
continuing, the Holders, by Act of the Holders of a majority in aggregate
principal amount of the Outstanding Securities, shall promptly appoint a
successor Trustee, and such successor Trustee and the retiring Trustee shall
comply with the applicable requirements of Section 6.8. If no successor Trustee
shall have been so appointed by the Company or the Holders and accepted
appointment within sixty (60) days after the giving of a notice of resignation
by the Trustee or the removal of the Trustee in the manner required by Section
6.8, any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of such Holder and all others similarly situated, and any
resigning Trustee may, at the expense of the Company, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

      (e) The Company shall give notice to all Holders in the manner provided in
Section 1.6 of each resignation and each removal of the Trustee and each
appointment of a successor Trustee. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

      SECTION 6.8. Acceptance of Appointment by Successor.

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

      (b) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all rights, powers and trusts referred to in paragraph
(a) of this Section 6.8.

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


                                       47

<PAGE>

      SECTION 6.9. Merger, Conversion, Consolidation or Succession to Business.

      Any Person into which the Trustee may be merged or converted or with which
it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided,
that such Person shall be otherwise qualified and eligible under this Article
VI. In case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation
or as otherwise provided above in this Section 6.9 to such authenticating
Trustee may adopt such authentication and deliver the Securities so
authenticated, and in case any Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor Trustee or in the name of such successor Trustee, and in all
cases the certificate of authentication shall have the full force which it is
provided anywhere in the Securities or in this Indenture that the certificate of
the Trustee shall have.

      SECTION 6.10. Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of the Securities or the proceeds thereof.

      SECTION 6.11. Appointment of Authenticating Agent.

      (a) The Trustee may appoint an Authenticating Agent or Agents with respect
to the Securities, which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.6, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, or of any State or Territory thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or state authority. If such Authenticating
Agent publishes reports of condition at least annually pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section 6.11 the combined capital and surplus of such Authenticating
Agent 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 an Authenticating
Agent shall cease to be eligible in accordance with the provisions of


                                       48

<PAGE>

this Section 6.11, such Authenticating Agent shall resign immediately in the
manner and with the effect specified in this Section 6.11.
                                             ------------

      (b) Any Person into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any Person succeeding to all or substantially all of the corporate
trust business of an Authenticating Agent shall be the successor Authenticating
Agent hereunder, provided such Person shall be otherwise eligible under this
Section 6.11, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.

      (c) An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.11, the Trustee may appoint a successor
Authenticating Agent eligible under the provisions of this Section 6.11, which
shall be acceptable to the Company, and shall give notice of such appointment to
all Holders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.

      (d) The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 6.11 in such
amounts as the Company and the Authenticating Agent shall agree from time to
time.

      (e) If an appointment of an Authenticating Agent is made pursuant to this
Section 6.11, the Securities may have endorsed thereon, in addition to the
Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

This is one of the Securities designated therein referred to in the within
mentioned Indenture.

Dated:

                                   DEUTSCHE BANK TRUST COMPANY
                                   AMERICAS, not in its individual capacity, but
                                   solely as Trustee

                                   ---------------------------------------------
                                   Authenticating Agent


                                   By:
                                      ------------------------------------------
                                      Authorized Officer


                                       49

<PAGE>

                                   ARTICLE VII

                Holder's Lists and Reports by Trustee and Company

      SECTION 7.1. Company to Furnish Trustee Names and Addresses of Holders.

      The Company will furnish or cause to be furnished to the Trustee:

      (a) semi-annually, on or before June 30 and December 31 of each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of a date not more than fifteen (15) days prior to
the delivery thereof, and

      (b) at such other times as the Trustee may request in writing, within
thirty (30) days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than fifteen (15) days prior to
the time such list is furnished, in each case to the extent such information is
in the possession or control of the Company and has not otherwise been received
by the Trustee in its capacity as Securities Registrar.

      SECTION 7.2. Preservation of Information, Communications to Holders.

      (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

      (b) The rights of Holders to communicate with other Holders with respect
to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

      (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of information as to the names and addresses of the Holders made
pursuant to the Trust Indenture Act.

      SECTION 7.3. Reports by Company and Trustee.

      (a) The Company shall furnish to the Holders and to prospective purchasers
of Securities, upon their request, the information required to be furnished
pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish
to the Trustee and, so long as the Property Trustee holds any of the Securities,
the Company shall furnish to the Property Trustee, reports on Form FR Y-9C, FR
Y-9LP and FR Y-6 promptly following their filing with the Federal Reserve.

      (b) The Company shall furnish to (i) the Holders and to subsequent holders
of Securities, (ii) the Purchaser, (iii) any beneficial owner of the Securities
reasonably identified to the Company (which identification may be made either by
such beneficial owner or by the Placement Agent or the Purchaser) and (iv) any
designee of (i), (ii) or (iii) above, a duly


                                       50

<PAGE>

completed and executed certificate in the form attached hereto as Exhibit A,
including the financial statements referenced in such Exhibit, which certificate
and financial statements shall be so furnished by the Company not later than
forty five (45) days after the end of each of the first three fiscal quarters of
each fiscal year of the Company and not later than ninety (90) days after the
end of each fiscal year of the Company.

      (c) The Trustee shall receive all reports, certificates and information,
which it is entitled to receive under each of the Operative Documents (as
defined in the Trust Agreement), and deliver to (i) the Purchaser, (ii) the
Placement Agent and (iii) a designee of (i) or (ii) above, as identified in
writing to the Trustee, all such reports, certificates or information promptly
upon receipt thereof.

                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

      SECTION 8.1. Company May Consolidate, Etc., Only on Certain Terms.

      The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and no Person shall consolidate with or merge into the Company or
convey, transfer or lease its properties and assets substantially as an entirety
to the Company, unless:

      (a) if the Company shall consolidate with or merge into another Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, the entity formed by such consolidation or into which the Company
is merged or the Person that acquires by conveyance or transfer, or that leases,
the properties and assets of the Company substantially as an entirety shall be
an entity organized and existing under the laws of the United States of America
or any State or Territory thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest (including any
Additional Interest) on all the Securities and the performance of every covenant
of this Indenture on the part of the Company to be performed or observed;

      (b) immediately after giving effect to such transaction, no Event of
Default, and no event that, after notice or lapse of time, or both, would
constitute an Event of Default, shall have happened and be continuing; and

      (c) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and, if a supplemental indenture is required in connection
with such transaction, any such supplemental indenture comply with this Article
VIII and that all conditions precedent herein provided for relating to such
transaction have been complied with; and the Trustee may rely upon such
Officers' Certificate and Opinion of Counsel as conclusive evidence that such
transaction complies with this Section 8.1.
                               -----------

                                       51

<PAGE>

      SECTION 8.2. Successor Company Substituted.

      (a) Upon any consolidation or merger by the Company with or into any other
Person, or any conveyance, transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with Section
8.1 and the execution and delivery to the Trustee of the supplemental indenture
described in Section 8.1(a), the successor entity formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor Person had been named as the Company herein; and in the event of
any such conveyance or transfer, following the execution and delivery of such
supplemental indenture, the Company shall be discharged from all obligations and
covenants under the Indenture and the Securities.

      (b) Such successor Person may cause to be executed, and may issue either
in its own name or in the name of the Company, any or all of the Securities
issuable hereunder that theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities that previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Securities
that such successor Person thereafter shall cause to be executed and delivered
to the Trustee on its behalf. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture.

      (c) In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate to reflect such occurrence.

                                   ARTICLE IX

                             Supplemental Indentures

      SECTION 9.1. Supplemental Indentures without Consent of Holders.

      Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form reasonably satisfactory
to the Trustee, for any of the following purposes:

      (a) to evidence the succession of another Person to the Company, and the
assumption by any such successor of the covenants of the Company herein and in
the Securities; or

      (b) to cure any ambiguity, to correct or supplement any provision herein
that may be defective or inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Indenture, which shall not be inconsistent with the other provisions of
this Indenture, provided, that such action pursuant to this clause (b) shall not
adversely affect in any material respect the interests of any Holders or the
holders of the Preferred Securities; or


                                       52

<PAGE>

      (c) to add to the covenants, restrictions or obligations of the Company or
to add to the Events of Default, provided, that such action pursuant to this
clause (c) shall not adversely affect in any material respect the interests of
any Holders or the holders of the Preferred Securities; or

      (d) to modify, eliminate or add to any provisions of the Indenture or the
Securities to such extent as shall be necessary to ensure that the Securities
are treated as indebtedness of the Company for United States Federal income tax
purposes, provided, that such action pursuant to this clause (d) shall not
adversely affect in any material respect the interests of any Holders or the
holders of the Preferred Securities.

      SECTION 9.2. Supplemental Indentures with Consent of Holders.

      (a) With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities under this
Indenture; provided, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Security,

            (i) change the Stated Maturity of the principal or any premium of
      any Security or change the date of payment of any installment of interest
      (including any Additional Interest) on any Security, or reduce the
      principal amount thereof or the rate of interest thereon or any premium
      payable upon the redemption thereof or change the place of payment where,
      or the coin or currency in which, any Security or interest thereon is
      payable, or restrict or impair the right to institute suit for the
      enforcement of any such payment on or after such date, or

            (ii) reduce the percentage in aggregate principal amount of the
      Outstanding Securities, the consent of whose Holders is required for any
      such supplemental indenture, or the consent of whose Holders is required
      for any waiver of compliance with any provision of this Indenture or of
      defaults hereunder and their consequences provided for in this Indenture,
      or

            (iii) modify any of the provisions of this Section 9.2, Section 5.13
      or Section 10.7, except to increase any percentage in aggregate principal
      amount of the Outstanding Securities, the consent of whose Holders is
      required for any reason, or to provide that certain other provisions of
      this Indenture cannot be modified or waived without the consent of the
      Holder of each Security;

provided, further, that, so long as any Preferred Securities remain outstanding,
no amendment under this Section 9.2 shall be effective until the holders of a
majority in Liquidation Amount of the Trust Securities shall have consented to
such amendment; provided, further, that if the consent of the Holder of each
Outstanding Security is required for any amendment under this Indenture, such
amendment shall not be effective until the holder of each Outstanding Trust
Security shall have consented to such amendment.


                                       53

<PAGE>

      (b) It shall not be necessary for any Act of Holders under this Section
9.2 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

      SECTION 9.3. Execution of Supplemental Indentures.

      In executing or accepting the additional trusts created by any
supplemental indenture permitted by this Article IX or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and shall be fully protected in conclusively relying upon, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent herein provided for relating to such action have been
complied with. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture that affects the Trustee's own rights, duties,
indemnities or immunities under this Indenture or otherwise. Copies of the final
form of each supplemental indenture shall be delivered by the Trustee at the
expense of the Company to each Holder, and, if the Trustee is the Property
Trustee, to each holder of Preferred Securities, promptly after the execution
thereof.

      SECTION 9.4. Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article IX,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

      SECTION 9.5. Reference in Securities to Supplemental Indentures.

      Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article IX may, and shall if required by
the Company, bear a notation in form approved by the Company as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities.

                                    ARTICLE X

                                    Covenants

      SECTION 10.1. Payment of Principal, Premium and Interest.

      The Company covenants and agrees for the benefit of the Holders of the
Securities that it will duly and punctually pay the principal of and any premium
and interest (including any Additional Interest) on the Securities in accordance
with the terms of the Securities and this Indenture.


                                       54

<PAGE>

      SECTION 10.2. Money for Security Payments to be Held in Trust.

      (a) If the Company shall at any time act as its own Paying Agent with
respect to the Securities, it will, on or before each due date of the principal
of and any premium or interest (including any Additional Interest) on the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest
(including Additional Interest) so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee in writing of its failure so to act.

      (b) Whenever the Company shall have one or more Paying Agents, it will,
prior to 10:00 a.m., New York City time, on each due date of the principal of or
any premium or interest (including any Additional Interest) on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided in the Trust Indenture Act and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its failure so to act.

      (c) The Company will cause each Paying Agent for the Securities other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section 10.2, that such Paying Agent will (i) comply with the provisions of this
Indenture and the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Securities) in the making of any payment in respect of the Securities,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent for payment in respect of the Securities.

      (d) The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same terms as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

      (e) Any money deposited with the Trustee or any Paying Agent, or then held
by the Company in trust for the payment of the principal of and any premium or
interest (including any Additional Interest) on any Security and remaining
unclaimed for two years after such principal and any premium or interest has
become due and payable shall (unless otherwise required by mandatory provision
of applicable escheat or abandoned or unclaimed property law) be paid on Company
Request to the Company, or (if then held by the Company) shall (unless otherwise
required by mandatory provision of applicable escheat or abandoned or unclaimed
property law) be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business


                                       55

<PAGE>

Day and of general circulation in the Borough of Manhattan, The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than thirty (30) days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

      SECTION 10.3. Statement as to Compliance. The Company shall deliver to the
Trustee, within one hundred and twenty (120) days after the end of each fiscal
year of the Company ending after the date hereof, an Officers' Certificate
covering the preceding fiscal year, stating whether or not to the knowledge of
the signers thereof the Company is in default in the performance or observance
of any of the terms, provisions and conditions of this Indenture (without regard
to any period of grace or requirement of notice provided hereunder), and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

      SECTION 10.4. Calculation Agent.

      (a) The Company hereby agrees that for so long as any of the Securities
remain Outstanding, there will at all times be an agent appointed to calculate
LIBOR in respect of each Interest Payment Date in accordance with the terms of
Schedule A (the "Calculation Agent"). The Company has initially appointed the
Trustee as Calculation Agent for purposes of determining LIBOR for each Interest
Payment Date. The Calculation Agent may be removed by the Company at any time.
So long as the Property Trustee holds any of the Securities, the Calculation
Agent shall be the Property Trustee. If the Calculation Agent is unable or
unwilling to act as such or is removed by the Company, the Company will promptly
appoint as a replacement Calculation Agent the London office of a leading bank
which is engaged in transactions in Eurodollar deposits in the international
Eurodollar market and which does not control or is not controlled by or under
common control with the Company or its Affiliates. The Calculation Agent may not
resign its duties without a successor having been duly appointed.

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


                                       56

<PAGE>

      SECTION 10.5. Additional Tax Sums.

      So long as no Event of Default has occurred and is continuing, if (a) the
Trust is the Holder of all of the Outstanding Securities and (b) a Tax Event
described in clause (i) or (iii) in the definition of Tax Event in Section 1.1
hereof has occurred and is continuing, the Company shall pay to the Trust (and
its permitted successors or assigns under the related Trust Agreement) for so
long as the Trust (or its permitted successor or assignee) is the registered
holder of the Outstanding Securities, such amounts as may be necessary in order
that the amount of Distributions (including any Additional Interest Amount (as
defined in the Trust Agreement)) then due and payable by the Trust on the
Preferred Securities and Common Securities that at any time remain outstanding
in accordance with the terms thereof shall not be reduced as a result of any
Additional Taxes arising from such Tax Event (additional such amounts payable by
the Company to the Trust, the "Additional Tax Sums"). Whenever in this Indenture
or the Securities there is a reference in any context to the payment of
principal of or interest on the Securities, such mention shall be deemed to
include mention of the payments of the Additional Tax Sums provided for in this
Section 10.5 to the extent that, in such context, Additional Tax Sums are, were
or would be payable in respect thereof pursuant to the provisions of this
Section 10.5 and express mention of the payment of Additional Tax Sums (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Tax Sums in those provisions hereof where such express mention is not
made; provided, that the deferral of the payment of interest pursuant to Section
3.9 on the Securities shall not defer the payment of any Additional Tax Sums
that may be due and payable.

      SECTION 10.6. Additional Covenants.

      (a) The Company covenants and agrees with each Holder of Securities that
if an Event of Default shall have occurred and be continuing or the Company
shall have given notice of its election to begin an Extension Period with
respect to the Securities and shall not have rescinded such notice, or such
Extension Period, or any extension thereof, shall be continuing, it shall not
(i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire or make a liquidation payment with respect to, any shares of the
Company's capital stock, or (ii) make any payment of principal of or any
interest or premium on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu in all respects with or junior in interest to the
Securities (other than (A) repurchases, redemptions or other acquisitions of
shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
any one or more employees, officers, directors or consultants, in connection
with a dividend reinvestment or stockholder stock purchase plan or in connection
with the issuance of capital stock of the Company (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Event of Default or Extension
Period, (B) as a result of an exchange or conversion of any class or series of
the Company's capital stock (or any capital stock of a Subsidiary of the
Company) for any class or series of the Company's capital stock or of any class
or series of the Company's indebtedness for any class or series of the Company's
capital stock, (C) the purchase of fractional interests in shares of the
Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (D) any
declaration of a dividend in connection with any Rights Plan, the issuance of
rights, stock or other property under any Rights Plan or the redemption or
repurchase of rights


                                       57

<PAGE>

pursuant thereto, or (E) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).

      (b) The Company also covenants with each Holder of Securities (i) to hold,
directly or indirectly, one hundred percent (100%) of the Common Securities of
the Trust, provided, that any permitted successor of the Company hereunder may
succeed to the Company's ownership of such Common Securities, (ii) as holder of
such Common Securities, not to voluntarily dissolve, wind-up or liquidate the
Trust other than (A) in connection with a distribution of the Securities to the
holders of the Preferred Securities in liquidation of the Trust or (B) in
connection with certain mergers, consolidations or amalgamations permitted by
the Trust Agreement and (iii) to use its reasonable commercial efforts,
consistent with the terms and provisions of the Trust Agreement, to cause the
Trust to continue to be taxable as a grantor trust and not as a corporation for
United States Federal income tax purposes.

      SECTION 10.7. Waiver of Covenants.

      The Company may omit in any particular instance to comply with any
covenant or condition contained in Section 10.6 if, before or after the time for
such compliance, the Holders of at least a majority in aggregate principal
amount of the Outstanding Securities shall, by Act of such Holders, and at least
a majority of the aggregate Liquidation Amount of the Preferred Securities then
outstanding, by consent of such holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company in respect of any such covenant or condition shall
remain in full force and effect.

      SECTION 10.8. Treatment of Securities.

      The Company will treat the Securities as indebtedness, and the amounts
payable in respect of the principal amount of such Securities as interest, for
all U.S. federal income tax purposes. All payments in respect of the Securities
will be made free and clear of U.S. withholding tax to any beneficial owner
thereof that has provided an Internal Revenue Service Form W-8BEN (or any
substitute or successor form) establishing its non-U.S. status for U.S. federal
income tax purposes.

                                   ARTICLE XI

                            Redemption of Securities

      SECTION 11.1. Optional Redemption.

      The Company may, at its option, on any Interest Payment Date, on or after
September 30, 2010, redeem the Securities in whole at any time or in part from
time to time, at a Redemption Price equal to one hundred percent (100%) of the
principal amount thereof (or of the redeemed portion thereof, as applicable),
together, in the case of any such redemption, with accrued interest, including
any Additional Interest, to but excluding the date fixed for redemption;


                                       58

<PAGE>

provided, that the Company shall have received the prior approval of the Federal
Reserve with respect to such redemption if then required.

      SECTION 11.2. Special Event Redemption.

      Upon the occurrence and during the continuation of a Special Event, the
Company may, at its option, redeem the Securities, in whole but not in part, at
a redemption price equal to one hundred (100%) percent of the principal amount
thereof, together, in the case of any such redemption, with accrued interest,
including any Additional Interest, to but excluding the date fixed for
redemption (the "Special Event Redemption Price"); provided, that the Company
shall have received the prior approval of the Federal Reserve with respect to
such redemption if then required.

      SECTION 11.3. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities, in whole or in part,
shall be evidenced by or pursuant to a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, not less than
forty five (45) days and not more than seventy five (75) days prior to the
Redemption Date (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee and the Property Trustee under the Trust Agreement in writing
of such date and of the principal amount of the Securities to be redeemed and
provide the additional information required to be included in the notice or
notices contemplated by Section 11.5. In the case of any redemption of
Securities, in whole or in part, (a) prior to the expiration of any restriction
on such redemption provided in this Indenture or the Securities or (b) pursuant
to an election of the Company which is subject to a condition specified in this
Indenture or the Securities, the Company shall furnish the Trustee with an
Officers' Certificate and an Opinion of Counsel evidencing compliance with such
restriction or condition.

      SECTION 11.4. Selection of Securities to be Redeemed.

      (a) If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than sixty (60) days prior
to the Redemption Date by the Trustee from the Outstanding Securities not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any or each Security, provided, that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

      (b) The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed. For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security that has been or is to be redeemed.

      (c) The provisions of paragraphs (a) and (b) of this Section 11.4 shall
not apply with respect to any redemption affecting only a single Security,
whether such Security is to be


                                       59

<PAGE>

redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

      SECTION 11.5. Notice of Redemption.

      (a) Notice of redemption shall be given not later than the thirtieth
(30th) day, and not earlier than the sixtieth (60th) day, prior to the
Redemption Date to each Holder of Securities to be redeemed, in whole or in part
(unless a shorter notice shall be satisfactory to the Property Trustee under the
related Trust Agreement).

      (b) With respect to Securities to be redeemed, in whole or in part, each
notice of redemption shall state:

            (i) the Redemption Date;

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

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

            (iv) that on the Redemption Date, the Redemption Price will become
      due and payable upon each such Security or portion thereof, and that any
      interest (including any Additional Interest) on such Security or such
      portion, as the case may be, shall cease to accrue on and after said date;
      and

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

      (c) Notice of redemption of Securities to be redeemed, in whole or in
part, at the election of the Company shall be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense of the Company
and shall be irrevocable. The notice if mailed in the manner provided above
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice. In any case, a failure to give such notice by mail
or any defect in the notice to the Holder of any Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security.

SECTION 11.6. Deposit of Redemption Price.

      Prior to 10:00 a.m., New York City time, on the Redemption Date specified
in the notice of redemption given as provided in Section 11.5, the Company will
deposit with the Trustee or with one or more Paying Agents (or if the Company is
acting as its own Paying Agent, the


                                       60

<PAGE>

Company will segregate and hold in trust as provided in Section 10.2) an amount
of money sufficient to pay the Redemption Price of, and any accrued interest
(including any Additional Interest) on, all the Securities (or portions thereof)
that are to be redeemed on that date.

      SECTION 11.7. Payment of Securities Called for Redemption.

      (a) If any notice of redemption has been given as provided in Section
11.5, the Securities or portion of Securities with respect to which such notice
has been given shall become due and payable on the date and at the place or
places stated in such notice at the applicable Redemption Price, together with
accrued interest (including any Additional Interest) to the Redemption Date. On
presentation and surrender of such Securities at a Place of Payment specified in
such notice, the Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price, together with
accrued interest (including any Additional Interest) to the Redemption Date.

      (b) Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Security so presented and having the same Original Issue Date,
Stated Maturity and terms.

      (c) If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of and any premium on such
Security shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

                                   ARTICLE XII

                           Subordination of Securities

      SECTION 12.1. Securities Subordinate to Senior Debt.

      The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article XII, the payment of the
principal of and any premium and interest (including any Additional Interest) on
each and all of the Securities are hereby expressly made subordinate and subject
in right of payment to the prior payment in full of all Senior Debt.

      SECTION 12.2. No Payment When Senior Debt in Default; Payment Over of
Proceeds Upon Dissolution, Etc.

      (a) In the event and during the continuation of any default by the Company
in the payment of any principal of or any premium or interest on any Senior Debt
(following any grace period, if applicable) when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by declaration
of acceleration or otherwise, then, upon written notice of such default to the
Company by the holders of such Senior Debt or any trustee therefor, unless and
until such default shall have been cured or waived or shall have ceased to
exist, no direct or indirect payment (in cash, property, securities, by set-off
or otherwise) shall be made or agreed to be made on account of the principal of
or any premium or interest (including any Additional


                                       61

<PAGE>

Interest) on any of the Securities, or in respect of any redemption, repayment,
retirement, purchase or other acquisition of any of the Securities.

      (b) In the event of a bankruptcy, insolvency or other proceeding described
in clause (d) or (e) of the definition of Event of Default (each such event, if
any, herein sometimes referred to as a "Proceeding"), all Senior Debt (including
any interest thereon accruing after the commencement of any such proceedings)
shall first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made to any Holder of any of the
Securities on account thereof. Any payment or distribution, whether in cash,
securities or other property (other than securities of the Company or any other
entity provided for by a plan of reorganization or readjustment the payment of
which is subordinate, at least to the extent provided in these subordination
provisions with respect to the indebtedness evidenced by the Securities, to the
payment of all Senior Debt at the time outstanding and to any securities issued
in respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for these subordination provisions) be payable or
deliverable in respect of the Securities shall be paid or delivered directly to
the holders of Senior Debt in accordance with the priorities then existing among
such holders until all Senior Debt (including any interest thereon accruing
after the commencement of any Proceeding) shall have been paid in full.

      (c) In the event of any Proceeding, after payment in full of all sums
owing with respect to Senior Debt, the Holders of the Securities, together with
the holders of any obligations of the Company ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
and any premium and interest (including any Additional Interest) on the
Securities and such other obligations before any payment or other distribution,
whether in cash, property or otherwise, shall be made on account of any capital
stock or any obligations of the Company ranking junior to the Securities and
such other obligations. If, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities or
other property (other than securities of the Company or any other entity
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of
all Senior Debt at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment) shall be received
by the Trustee or any Holder in contravention of any of the terms hereof and
before all Senior Debt shall have been paid in full, such payment or
distribution or security shall be received in trust for the benefit of, and
shall be paid over or delivered and transferred to, the holders of the Senior
Debt at the time outstanding in accordance with the priorities then existing
among such holders for application to the payment of all Senior Debt remaining
unpaid, to the extent necessary to pay all such Senior Debt (including any
interest thereon accruing after the commencement of any Proceeding) in full. In
the event of the failure of the Trustee or any Holder to endorse or assign any
such payment, distribution or security, each holder of Senior Debt is hereby
irrevocably authorized to endorse or assign the same.

      (d) The Trustee and the Holders, at the expense of the Company, shall take
such reasonable action (including the delivery of this Indenture to an agent for
any holders of Senior Debt or consent to the filing of a financing statement
with respect hereto) as may, in the opinion of counsel designated by the holders
of a majority in principal amount of the Senior Debt at the


                                       62

<PAGE>

time outstanding, be necessary or appropriate to assure the effectiveness of the
subordination effected by these provisions.

      (e) The provisions of this Section 12.2 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Company in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

      (f) The securing of any obligations of the Company, otherwise ranking on a
parity with the Securities or ranking junior to the Securities, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

      SECTION 12.3. Payment Permitted If No Default.

      Nothing contained in this Article XII or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time, except during
the pendency of the conditions described in paragraph (a) of Section 12.2 or of
any Proceeding referred to in Section 12.2, from making payments at any time of
principal of and any premium or interest (including any Additional Interest) on
the Securities or (b) the application by the Trustee of any moneys deposited
with it hereunder to the payment of or on account of the principal of and any
premium or interest (including any Additional Interest) on the Securities or the
retention of such payment by the Holders, if, at the time of such application by
the Trustee, it did not have knowledge (in accordance with Section 12.8) that
such payment would have been prohibited by the provisions of this Article XII,
except as provided in Section 12.8.

      SECTION 12.4. Subrogation to Rights of Holders of Senior Debt.

      Subject to the payment in full of all amounts due or to become due on all
Senior Debt, or the provision for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, the Holders of
the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Debt pursuant to the provisions
of this Article XII (equally and ratably with the holders of all indebtedness of
the Company that by its express terms is subordinated to Senior Debt of the
Company to substantially the same extent as the Securities are subordinated to
the Senior Debt and is entitled to like rights of subrogation by reason of any
payments or distributions made to holders of such Senior Debt) to the rights of
the holders of such Senior Debt to receive payments and distributions of cash,
property and securities applicable to the Senior Debt until the principal of and
any premium and interest (including any Additional Interest) on the Securities
shall be paid in full. For purposes of such subrogation, no payments or
distributions to the holders of the Senior Debt of any cash, property or
securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article XII, and no payments made
pursuant to the provisions of this Article XII to the holders of Senior Debt by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Debt, and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the
Senior Debt.


                                       63

<PAGE>

      SECTION 12.5. Provisions Solely to Define Relative Rights.

      The provisions of this Article XII are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Debt on the other hand. Nothing contained in
this Article XII or elsewhere in this Indenture or in the Securities is intended
to or shall (a) impair, as between the Company and the Holders of the
Securities, the obligations of the Company, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of and any
premium and interest (including any Additional Interest) on the Securities as
and when the same shall become due and payable in accordance with their terms,
(b) affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than their rights in relation to
the holders of Senior Debt or (c) prevent the Trustee or the Holder of any
Security (or to the extent expressly provided herein, the holder of any
Preferred Security) from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, including filing and voting
claims in any Proceeding, subject to the rights, if any, under this Article XII
of the holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

      SECTION 12.6. Trustee to Effectuate Subordination.

      Each Holder of a Security by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to acknowledge or effectuate the subordination provided in this
Article XII and appoints the Trustee his or her attorney-in-fact for any and all
such purposes.

      SECTION 12.7. No Waiver of Subordination Provisions.

      (a) No right of any present or future holder of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or be
otherwise charged with.

      (b) Without in any way limiting the generality of paragraph (a) of this
Section 12.7, the holders of Senior Debt may, at any time and from to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to such Holders of the Securities
and without impairing or releasing the subordination provided in this Article
XII or the obligations hereunder of such Holders of the Securities to the
holders of Senior Debt, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt
or any instrument evidencing the same or any agreement under which Senior Debt
is outstanding, (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt, (iii) release any Person
liable in any manner for the payment of Senior Debt and (iv) exercise or refrain
from exercising any rights against the Company and any other Person.


                                       64

<PAGE>

      SECTION 12.8. Notice to Trustee.

      (a) The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment to or by the Trustee in respect of the Securities.
Notwithstanding the provisions of this Article XII or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment to or by the Trustee
in respect of the Securities, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company or a holder
of Senior Debt or from any trustee, agent or representative therefor; provided,
that if the Trustee shall not have received the notice provided for in this
Section 12.8 at least two Business Days prior to the date upon which by the
terms hereof any monies may become payable for any purpose (including, the
payment of the principal of and any premium on or interest (including any
Additional Interest) on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such monies and to apply the same to the purpose for which they were
received and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date.

      (b) The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or herself to be a holder of
Senior Debt (or a trustee, agent, representative or attorney-in-fact therefor)
to establish that such notice has been given by a holder of Senior Debt (or a
trustee, agent, representative or attorney-in-fact therefor). In the event that
the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article XII, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article XII, and
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

      SECTION 12.9. Reliance on Judicial Order or Certificate of Liquidating
Agent.

      Upon any payment or distribution of assets of the Company referred to in
this Article XII, the Trustee and the Holders of the Securities shall be
entitled to conclusively rely upon any order or decree entered by any court of
competent jurisdiction in which such Proceeding is pending, or a certificate of
the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee
for the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
XII.

      SECTION 12.10. Trustee Not Fiduciary for Holders of Senior Debt.

      The Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be
liable to any such holders if it


                                       65

<PAGE>

shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other Person cash, property or securities to which
any holders of Senior Debt shall be entitled by virtue of this Article XII or
otherwise.

      SECTION 12.11. Rights of Trustee as Holder of Senior Debt; Preservation of
Trustee's Rights.

      The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article XII with respect to any Senior Debt that may at any
time be held by it, to the same extent as any other holder of Senior Debt, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

      SECTION 12.12. Article Applicable to Paying Agents.

      If at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article XII shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XII in addition to or in place of the Trustee; provided,
that Sections 12.8 and 12.11 shall not apply to the Company or any Affiliate of
the Company if the Company or such Affiliate acts as Paying Agent.

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                     * * * *


                                       66

<PAGE>

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

                                      [COMPANY]


                                      By:_______________________________
                                         Name:
                                         Title:

                                      DEUTSCHE BANK TRUST COMPANY
                                      AMERICAS, not in its individual capacity,
                                      but solely as Trustee

                                      By:_______________________________
                                         Name:
                                         Title:

<PAGE>

                                                                      Schedule A

                             DETERMINATION OF LIBOR

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

(1) On the second LIBOR Business Day (as defined below) prior to an Interest
Payment Date: (except, with respect to the first interest payment period, on
August 19, 2005 (each such day, a "LIBOR Determination Date"), LIBOR for any
given security shall, for the following interest payment period, equal the rate,
as obtained by the Calculation Agent from Bloomberg Financial Markets
Commodities News, for three-month U.S. Dollar deposits in Europe, which appears
on Dow Jones Telerate Page 3750 (as defined in the International Swaps and
Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange
Definitions), or such other page as may replace such Page 3750, as of 11:00 a.m.
(London time) on such LIBOR Determination Date.

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

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


                                  Schedule A-1

<PAGE>

                                                                       Exhibit A

                              Officer's Certificate

      The undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice
President] hereby certifies, pursuant to Section 7.3(b) of the Junior
Subordinated Indenture, dated as of August 23, 2005, among FNB Financial
Services Corporation (the "Company") and Deutsche Bank Trust Company Americas,
as trustee, that, as of [date], [20__], the Company had the following ratios and
balances:

BANK HOLDING COMPANY
As of [Quarterly Financial Dates]

Tier 1 Risk Weighted Assets                                          _________%

Ratio of Double Leverage                                             _________%

Non-Performing Assets to Loans and OREO                              _________%

Tangible Common Equity as a Percentage of Tangible Assets            _________%

Ratio of Reserves to Non-Performing Loans                            _________%

Ratio of Net Charge-Offs to Loans                                    _________%

Return on Average Assets (annualized)                                _________%

Net Interest Margin (annualized)                                     _________%

Efficiency Ratio                                                     _________%

Ratio of Loans to Assets                                             _________%

Ratio of Loans to Deposits                                           _________%

Double Leverage (exclude trust preferred as equity)                  _________%

Total Assets                                                        $_________

Year to Date Income                                                 $_________

*     A table describing the quarterly report calculation procedures is provided
      on page __

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

[FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and
consolidating financial statements (including the balance sheet and income
statement) of the Company and its consolidated subsidiaries for the fiscal
quarter] ended [date], 20__.

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


                                   Exhibit A-1

<PAGE>

statements have been prepared in accordance with GAAP consistently applied
throughout the period involved (expect as otherwise noted therein).

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


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


                                             FNB FINANCIAL SERVICES CORPORATION
                                             1501 Higwoods Blvd., Suite 400
                                             Greensboro, NC 27410
                                             (336) 369-0936


                                   Exhibit A-2

<PAGE>

Financial Definitions

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                         Corresponding FRY-9C or LP Line Items with Line
     Report Item                      Item corresponding Schedules                Description of Calculation
---------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                  <C>
Tier 1 Risk             BHCK7206                                             Tier 1 Risk Ratio: Core Capital (Tier
Weighted Assets         Schedule HC-R                                        1)/ Risk-Adjusted Assets
---------------------------------------------------------------------------------------------------------------------
Ratio of Double         (BHCP0365)/(BCHCP3210)                               Total equity investments in
Leverage                Schedule PC in the LP                                subsidiaries divided by the total
                                                                             equity capital. This field is calculated
                                                                             at the parent company level.
                                                                             "Subsidiaries" include bank, bank
                                                                             holding company, and non-bank
                                                                             subsidiaries.
---------------------------------------------------------------------------------------------------------------------
Non-Performing          (BHCK5525-BHCK3506+BHCK5526-                         Total Nonperforming Assets
Assets to Loans         BHCK3507+BHCK2744/(BHCK2122+BHCK2744)                (NPLs+Foreclosed Real
and OREO                Schedules HC-C, HC-M & HC-N                          Estate+Other Nonaccrual &
                                                                             Repossessed Assets)/Total
                                                                             Loans+Foreclosed Real Estate
---------------------------------------------------------------------------------------------------------------------
Tangible                (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)              (Equity Capital - Goodwill)/(Total
Common Equity                                                                Assets - Goodwill)
as a Percentage of      Schedule HC
Tangible Assets
---------------------------------------------------------------------------------------------------------------------
Ratio of Reserves       (BHCK3123+BHCK3128)/(BHCK5525-                       Total Loan Loss and Allocated
to Non-                 BHCK3506+BHCK5526-BHCK3507)                          Transfer Risk Reserves/ Total
Performing Loans                                                             Nonperforming Loans
                        Schedules HC & HC-N & HC-R                           (Nonaccrual + Restructured)
---------------------------------------------------------------------------------------------------------------------
Ratio of Net            (BHCK4635-BHCK4605)/(BHCK3516)                       Net charge offs for the period as a
Charge-Offs to                                                               percentage of average loans.
Loans                   Schedules HI-B & HC-K
---------------------------------------------------------------------------------------------------------------------
Return on               (BHCK4340/BHCK3368)                                  Net Income as a percentage of
Average Assets                                                               Assets.
(annualized)            Schedules HI & HC-K
---------------------------------------------------------------------------------------------------------------------
Net Interest            (BHCK4519/(BHCK3515+BHCK3365+BHCK3516+               (Net Interest Income Fully Taxable
Margin                  BHCK3401+BHCKB985)                                   Equivalent, if available/Average
(annualized)                                                                 Earning Assets)
                        Schedules HI Memorandum and HC-K
---------------------------------------------------------------------------------------------------------------------
Efficiency Ratio        (BHCK4093)/(BHCK4519+BHCK4079)                       (Non-interest Expense)/(Net Interest
                                                                             Income Fully Taxable Equivalent, if
                        Schedule HI                                          available, plus Non-interest Income)
---------------------------------------------------------------------------------------------------------------------
Ratio of Loans to       (BHCKB528+BHCK5369)/(BHCK2170)                       Total Loans & Leases (Net of
Assets                                                                       Unearned Income & Gross of
                        Schedule HC                                          Reserve)/Total Assets
---------------------------------------------------------------------------------------------------------------------
Ratio of Loans to       (BHCKB528+BHCK5369)/(BHDM6631+BHDM663                Total Loans & Leases (Net of
Deposits                6+BHFN6631+BHFN6636)                                 Unearned Income & Gross of
                                                                             Reserve)/Total Deposits (Includes
                        Schedule HC                                          Domestic and Foreign Deposits)
---------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                           Corresponding FRY-9C or LP Line Items with Line
    Report Item                     Item corresponding Schedules                    Description of Calculation
-----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                                 <C>
Total Assets                (BHCK2170)                                          The sum of total assets. Includes
                                                                                cash and balances due from
                            Schedule HC                                         depository institutions; securities;
                                                                                federal funds sold and securities
                                                                                purchased under agreements to
                                                                                resell; loans and lease financing
                                                                                receivables; trading assets; premises
                                                                                and fixed assets; other real estate
                                                                                owned; investments in
                                                                                unconsolidated subsidiaries and
                                                                                associated companies; customer's
                                                                                liability on acceptances outstanding;
                                                                                intangible assets; and other assets.
-----------------------------------------------------------------------------------------------------------------------
Net Income                  (BHCK4300)                                          The sum of income (loss)before
                                                                                extraordinary items and other
                            Schedule HI                                         adjustments and extraordinary items;
                                                                                and other adjustments, net of income
                                                                                taxes.
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                        2

<PAGE>

                                                                       Exhibit E

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

                                                                 __________, [ ]

FNB Financial Services Corporation
FNB Financial Services Capital Trust I
1501 Highwoods Blvd., Suite 400, Greensboro, NC 27410

     Re: Purchase of $1,000 stated liquidation amount of Floating Rate Preferred
     Securities (the "Preferred Securities") of FNB Financial Services Capital
     Trust I
     -------

Ladies and Gentlemen:

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

            1. We understand that the Floating Rate Preferred Securities (the
"Preferred Securities") of FNB Financial Services Capital Trust I (the "Trust")
(including the guarantee (the "Guarantee") of FNB Financial Services Corporation
(the "Company") executed in connection therewith) and the Floating Rate Junior
Subordinated Notes due 2035 of the Company (the "Subordinated Notes") (the
Preferred Securities, the Guarantee and the Subordinated Notes together being
referred to herein as the "Offered Securities"), have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold except as permitted in the following sentence. We agree on our
own behalf and on behalf of any investor account for which we are purchasing the
Offered Securities that, if we decide to offer, sell or otherwise transfer any
such Offered Securities, (i) such offer, sale or transfer will be made only (a)
to the Trust, (b) to a person we reasonably believe is a "qualified
institutional buyer" (a "QIB") (as defined in Rule 144 under the Securities Act)
in a transaction meeting the requirements of Rule 144A, (c) to an institutional
"accredited investor" within the meaning of subparagraph (a) (1), (2), (3) or
(7) of Rule 501 under the Securities Act that is acquiring Offered Securities
for its own account, or for the account of such an "accredited investor," for
investment purposes and not with a view to, or for offer or sale in connection
with, any distribution thereof in violation of the Securities Act, (d) pursuant
to an effective registration statement under the Securities Act, or (e) pursuant
to an exemption from the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States or any other
applicable jurisdiction and, in the case of (c) or (e), subject to the right of
the Trust and the depositor to require an opinion of counsel and other
information satisfactory to each of them. The foregoing restrictions on resale
will not apply subsequent to the date on which, in the written opinion of
counsel, the Preferred Securities are not "restricted securities" within the
meaning of Rule 144 under the Securities Act. If any resale or other transfer of
the Offered Securities is proposed to be made pursuant to clause (c) or (e)
above, the transferor shall deliver a letter from the transferee substantially
in the form of this letter to the Property Trustee as Transfer Agent, which
shall provide as applicable, among other things, that the transferee is an
"accredited investor" within the meaning of subparagraph (a) (1), (2), (3) or
(7) of Rule 501 under the Securities Act that is acquiring such Securities for
investment purposes and not for distribution in violation of the Securities Act.
We acknowledge on our behalf and on behalf of any investor


                                       E-1

<PAGE>

account for which we are purchasing Securities that the Trust and the Company
reserve the right prior to any offer, sale or other transfer pursuant to clause
(c) or (e) to require the delivery of any opinion of counsel, certifications
and/or other information satisfactory to the Trust and the Company. We
understand that the certificates for any Offered Security that we receive will
bear a legend substantially to the effect of the foregoing.

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

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

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

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

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


                                       E-2

<PAGE>

                                            (Name of Purchaser)

                                            By:    _________________________

                                            Date:  _________________________

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

Name:______________________________

Address:___________________________

Taxpayer ID Number:________________


                                       E-3

<PAGE>

                                                                       Exhibit F

                         FORM OF TRANSFEROR CERTIFICATE
                            TO BE EXECUTED FOR QIBs

                                                                 __________, [ ]

FNB Financial Services Corporation
FNB Financial Services Capital Trust I
1501 Highwoods Blvd., Suite 400, Greensboro, NC 27410

      Re: Purchase of $1,000 stated liquidation amount of Floating Rate
          Preferred Securities (the "Preferred Securities") of FNB Financial
          Services Capital Trust I
          ------------------------

      Reference is hereby made to the Amended and Restated Trust Agreement of
FNB Financial Services Capital Trust I, dated as of August 23, 2005 (the "Trust
Agreement"), among Pressley A. Ridgill, Michael W. Shelton and Barry Z. Dodson,
as Administrative Trustees, Deutsche Bank Trust Company Delaware, as Delaware
Trustee, Deutsche Bank Trust Company Americas, as Property Trustee, FNB
Financial Services Corporation, as Depositor, and the holders from time to time
of undivided beneficial interests in the assets of FNB Financial Services
Capital Trust I. Capitalized terms used but not defined herein shall have the
meanings given them in the Trust Agreement.

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

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

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

                                        (Name of Transferor)

                                        By:__________________________
                                           Name:
                                           Title:

Date:______________


                                       F-1

<PAGE>

                                                                       Exhibit G

                              Officer's Certificate

      The undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice
President] hereby certifies, pursuant to Section 8.16(b) of the Amended and
Restated Trust Agreement, dated as of August 23, 2005, among FNB Financial
Services Corporation (the "Company"), Deutsche Bank Trust Company Americas, as
property trustee, Deutsche Bank Trust Company Delaware, as Delaware trustee and
the administrative trustees named therein, that, as of [date], [20__], the
Company had the following ratios and balances:

BANK HOLDING COMPANY
As of [Quarterly Financial Dates]

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

*     A table describing the quarterly report calculation procedures is provided
      on page __

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

[FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and
consolidating financial statements (including the balance sheet and income
statement) of the Company and its consolidated subsidiaries for the fiscal
quarter] ended [date], 20__.


                                       G-1

<PAGE>

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

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

                                          ______________________________________
                                          Name:
                                          Title:

                                          FNB Financial Services Corporation
                                          1501 Highwoods Blvd., Suite 400,
                                          Greensboro, NC 27410
                                          (336) 369-0900


                                       G-2

<PAGE>

Financial Definitions

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                               Corresponding FRY-9C or LP Line Items with             Description of
        Report Item                Line Item corresponding Schedules                    Calculation
-------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                                     <C>
Tier 1 Risk                 BHCK7206                                                Tier 1 Risk Ratio: Core
Weighted Assets             Schedule HC-R                                           Capital (Tier 1)/ Risk-
                                                                                    Adjusted Assets
-------------------------------------------------------------------------------------------------------------------
Ratio of Double             (BHCP0365)/(BCHCP3210)                                  Total equity investments
Leverage                    Schedule PC in the LP                                   in subsidiaries divided
                                                                                    by the total equity
                                                                                    capital. This field is
                                                                                    calculated at the parent
                                                                                    company level.
                                                                                    "Subsidiaries" include
                                                                                    bank, bank holding
                                                                                    company, and non-bank
                                                                                    subsidiaries.
-------------------------------------------------------------------------------------------------------------------
Non-Performing              (BHCK5525-BHCK3506+BHCK5526-                            Total Nonperforming
Assets to Loans             BHCK3507+BHCK2744/(BHCK2122+BHCK27                      Assets
and OREO                    44) Schedules HC-C, HC-M & HC-N                         (NPLs+Foreclosed Real
                                                                                    Estate+Other
                                                                                    Nonaccrual &
                                                                                    Repossessed
                                                                                    Assets)/Total
                                                                                    Loans+Foreclosed Real
                                                                                    Estate
-------------------------------------------------------------------------------------------------------------------
Tangible Common             (BHDM3210-BHCK3163)/(BHCK2170-                          (Equity Capital -
Equity as a                 BHCK3163)                                               Goodwill)/(Total Assets
Percentage of               Schedule HC                                             - Goodwill)
Tangible Assets
-------------------------------------------------------------------------------------------------------------------
Ratio of Reserves           (BHCK3123+BHCK3128)/(BHCK5525-                          Total Loan Loss and
to Non-Performing           BHCK3506+BHCK5526-BHCK3507)                             Allocated Transfer Risk
Loans                       Schedules HC & HC-N & HC-R                              Reserves/ Total
                                                                                    Nonperforming Loans
                                                                                    (Nonaccrual +
                                                                                    Restructured)
-------------------------------------------------------------------------------------------------------------------
Ratio of Net                (BHCK4635-BHCK4605)/(BHCK3516)                          Net charge offs for the
Charge-Offs to              Schedules HI-B & HC-K                                   period as a percentage of
Loans                                                                               average loans.
-------------------------------------------------------------------------------------------------------------------
Return on Average           (BHCK4340/BHCK3368)                                     Net Income as a
Assets                      Schedules HI & HC-K                                     percentage of Assets.
(annualized)
-------------------------------------------------------------------------------------------------------------------
Net Interest                (BHCK4519/(BHCK3515+BHCK3365+BHCK3                      (Net Interest Income
Margin                      516+BHCK3401+BHCKB985)                                  Fully Taxable
-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       G-3

<PAGE>

<TABLE>
-------------------------------------------------------------------------------------------------------------------
                             Corresponding FRY-9C or LP Line Items with            Description of
      Report Item                Line Item corresponding Schedules                  Calculation
-------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                                    <C>
(annualized)                Schedules HI Memorandum and HC-K                       Equivalent, if
                                                                                   available/Average
                                                                                   Earning Assets)
-------------------------------------------------------------------------------------------------------------------
Efficiency Ratio           (BHCK4093)/(BHCK4519+BHCK4079)                          (Non-interest
                           Schedule HI                                             Expense)/(Net Interest
                                                                                   Income Fully Taxable
                                                                                   Equivalent, if available,
                                                                                   plus Non-interest
                                                                                   Income)
-------------------------------------------------------------------------------------------------------------------
Ratio of Loans to          (BHCKB528+BHCK5369)/(BHCK2170)                          Total Loans & Leases
Assets                     Schedule HC                                             (Net of Unearned
                                                                                   Income & Gross of
                                                                                   Reserve)/Total Assets
-------------------------------------------------------------------------------------------------------------------
Ratio of Loans to          (BHCKB528+BHCK5369)/(BHDM6631+BHD                       Total Loans & Leases
Deposits                   M6636+BHFN6631+BHFN6636)                                (Net of Unearned
                           Schedule HC                                             Income & Gross of
                                                                                   Reserve)/Total Deposits
                                                                                   (Includes Domestic and
                                                                                   Foreign Deposits)
-------------------------------------------------------------------------------------------------------------------
Total Assets               (BHCK2170)                                              The sum of total assets.
                           Schedule HC                                             Includes cash and
                                                                                   balances due from
                                                                                   depository institutions;
                                                                                   securities; federal funds
                                                                                   sold and securities
                                                                                   purchased under
                                                                                   agreements to resell;
                                                                                   loans and lease
                                                                                   financing receivables;
                                                                                   trading assets; premises
                                                                                   and fixed assets; other
                                                                                   real estate owned;
                                                                                   investments in
                                                                                   unconsolidated
                                                                                   subsidiaries and
                                                                                   associated companies;
                                                                                   customer's liability on
                                                                                   acceptances outstanding;
                                                                                   intangible assets; and
                                                                                   other assets.
-------------------------------------------------------------------------------------------------------------------
Net Income                 (BHCK4300)                                              The sum of income
                           Schedule HI                                             (loss)before
                                                                                   extraordinary items and
-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       G-4

<PAGE>


<TABLE>
-------------------------------------------------------------------------------------------------------------------
                             Corresponding FRY-9C or LP Line Items with            Description of
      Report Item                Line Item corresponding Schedules                  Calculation
-------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                                    <C>
                                                                                   other adjustments and
                                                                                   extraordinary items; and
                                                                                   other adjustments, net of
                                                                                   income taxes.
-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       G-5

<PAGE>

                                       G-6

<PAGE>

                                                                      Schedule A

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

(1) On the second LIBOR Business Day (as defined below) prior to a Distribution
Date [delete parenthetical if fixed/floating coupon: (except, with respect to
the first distribution payment period, on August 19, 2005) (each such day, a
"LIBOR Determination Date"), LIBOR for any given security shall, for the
following distribution period, equal the rate, as obtained by the Calculation
Agent from Bloomberg Financial Markets Commodities News, for three-month U.S.
Dollar deposits in Europe, which appears on Dow Jones Telerate Page 3750 (as
defined in the International Swaps and Derivatives Association, Inc. 1991
Interest Rate and Currency Exchange Definitions), or such other page as may
replace such Page 3750, as of 11:00 a.m. (London time) on such LIBOR
Determination Date.

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

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


                                  Schedule A-1