Exhibit 4.4

                          Florida Banks Capital Trust I

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      AMONG

                       Florida Banks, Inc., AS DEPOSITOR,

          Wells Fargo Bank, National Association, AS PROPERTY TRUSTEE,

            Wells Fargo Delaware Trust Company, AS RESIDENT TRUSTEE,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                          EFFECTIVE AS OF June 27, 2002

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                                TABLE OF CONTENTS
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ARTICLE I     DEFINED TERMS..........................................................................2

    Section 1.1    Definitions.......................................................................2

ARTICLE II    ESTABLISHMENT OF THE TRUST............................................................11

    Section 2.1    Name.............................................................................11

    Section 2.2    Office of the Resident Trustee; Principal Place of Business of
                   the Trust........................................................................11

    Section 2.3    Initial Contribution of Trust Property; Organizational Expenses..................11

    Section 2.4    Issuance of the Trust Preferred Securities.......................................11

    Section 2.5    Issuance of the Common Securities; Subscription and Purchase
                   of Debentures....................................................................12

    Section 2.6    Declaration of Trust.............................................................12

    Section 2.7    Authorization of Trustees to Enter into Certain Transactions.....................12

    Section 2.8    Assets of Trust..................................................................16

    Section 2.9    Title to Trust Property..........................................................16

ARTICLE III   PAYMENT ACCOUNT.......................................................................16

    Section 3.1    Payment Account..................................................................16

ARTICLE IV    DISTRIBUTIONS; REDEMPTION.............................................................17

    Section 4.1    Distributions....................................................................17

    Section 4.2    Redemption.......................................................................19

    Section 4.3    Subordination of Common Securities...............................................21

    Section 4.4    Payment Procedures...............................................................22

    Section 4.5    Tax Returns and Reports..........................................................22

    Section 4.6    Payment of Taxes, Duties, etc. of the Trust......................................22

    Section 4.7    Payments Under Indenture.........................................................22

ARTICLE V     TRUST SECURITIES CERTIFICATES.........................................................22

    Section 5.1    Initial Ownership................................................................22

    Section 5.2    The Trust Securities Certificates................................................23

    Section 5.3    Execution, Authentication and Delivery of Trust Securities Certificates..........23

    Section 5.4    Registration of Transfer and Exchange of Trust Preferred Securities
                   Certificates.....................................................................24

    Section 5.5    Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates...............28

    Section 5.6    Person Deemed Securityholders....................................................28
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    Section 5.7    Access to List of Securityholders' Names and Addresses...........................29

    Section 5.8    Maintenance of Office or Agency..................................................29

    Section 5.9    Appointment of Paying Agent......................................................29

    Section 5.10   Ownership of Common Securities by Depositor......................................30

    Section 5.11   Trust Securities Certificates....................................................30

    Section 5.12   [Reserved.]......................................................................31

    Section 5.13   Rights of Securityholders........................................................31

ARTICLE VI    32

    Section 6.1    Limitations on Voting Rights.....................................................32

    Section 6.2    Notice of Meetings...............................................................33

    Section 6.3    Meetings of Holder/Holders of the Trust Preferred Securities.....................33

    Section 6.4    Voting Rights....................................................................33

    Section 6.5    Proxies, etc.....................................................................34

    Section 6.6    Securityholder Action by Written Consent.........................................34

    Section 6.7    Record Date for Voting and Other Purposes........................................34

    Section 6.8    Acts of Securityholders..........................................................34

    Section 6.9    Inspection of Records............................................................35

ARTICLE VII   REPRESENTATIONS AND WARRANTIES........................................................36

    Section 7.1    Representations and Warranties of the Bank and the Property Trustee..............36

    Section 7.2    Representations and Warranties of the Delaware Bank and the Resident
                   Trustee..........................................................................37

    Section 7.3    Representations and Warranties of Depositor......................................38

ARTICLE VIII  TRUSTEES..............................................................................39

    Section 8.1    Number of Trustees...............................................................39

    Section 8.2    Certain Duties and Responsibilities..............................................39

    Section 8.3    Certain Notices..................................................................41

    Section 8.4    Certain Rights of the Property Trustee...........................................41

    Section 8.5    Not Responsible for Recitals or Issuance of Securities...........................43

    Section 8.6    May Hold Securities..............................................................43

    Section 8.7    Compensation; Indemnity; Fees....................................................44

    Section 8.8    Corporate Property Trustee Required; Eligibility of Trustees.....................44

    Section 8.9    Conflicting Interests............................................................45
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    Section 8.10   Co-Trustees and Separate Trustee.................................................45

    Section 8.11   Resignation and Removal; Appointment of Successor................................47

    Section 8.12   Acceptance of Appointment by Successor...........................................48

    Section 8.13   Merger, Conversion, Consolidation or Succession to Business......................49

    Section 8.14   Preferential Collection of Claims Against Depositor or Trust.....................49

    Section 8.15   Reports by Property Trustee......................................................49

    Section 8.16   Reports to the Property Trustee..................................................49

    Section 8.17   Evidence of Compliance with Conditions Precedent.................................50

    Section 8.18   Delegation of Power..............................................................50

    Section 8.19   Voting...........................................................................50

ARTICLE IX    TERMINATION, LIQUIDATION AND MERGER...................................................51

    Section 9.1    Termination Upon Expiration Date.................................................51

    Section 9.2    Early Termination................................................................51

    Section 9.3    Termination......................................................................51

    Section 9.4    Liquidation......................................................................51

    Section 9.5    Mergers, Consolidations, Amalgamations or Replacements of the Trust..............53

ARTICLE X     MISCELLANEOUS PROVISIONS..............................................................54

    Section 10.1   Limitation of Rights of Securityholders..........................................54

    Section 10.2   Amendment........................................................................55

    Section 10.3   Severability.....................................................................56

    Section 10.4   Governing Law....................................................................56

    Section 10.5   Payments Due on Non-Business Day.................................................57

    Section 10.6   Successors.......................................................................57

    Section 10.7   Headings.........................................................................57

    Section 10.8   Reports, Notices and Demands.....................................................57

    Section 10.9   Agreement not to Petition........................................................58

    Section 10.10  Applicability of Trust Indenture Act; Conflict...................................58

    Section 10.11  Acceptance of Terms of Trust Agreement, Guarantee and Indenture..................59
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                                     -iii-

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                                TABLE OF CONTENTS
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EXHIBITS

ExhibitA    Form of Certificate of Trust of Florida Banks Capital Trust I

ExhibitB    Form of Common Security Certificate

ExhibitC    Form of Agreement as to Expenses and Liabilities

ExhibitD    Form of Floating Rate Cumulative Trust Preferred Security
            Certificate

ExhibitE    Form of Transferee Letter of Representations

ExhibitF    Form of Transferor Letter of Representations


                                      -iv-

<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

     AMENDED AND RESTATED TRUST AGREEMENT,  effective as of June 27, 2002, among
(i) Florida  Banks,  Inc., a Florida  corporation  (including  any successors or
assigns,  the  "Depositor"),  (ii) Wells Fargo  Bank,  National  Association,  a
national  banking  association with its principal place of business in the State
of Delaware,  as property  trustee (the "Property  Trustee" and, in its separate
individual  capacity and not in its capacity as Property  Trustee,  the "Bank"),
(iii) Wells Fargo Delaware Trust Company with its principal place of business in
the State of Delaware,  as Resident Trustee (the "Resident Trustee," and, in its
separate  individual  capacity and not in its capacity as Resident Trustee,  the
"Delaware Bank") (iv) Charles E. Hughes,  Jr., T. Edwin Stinson,  Jr. and Robert
H. Higel,  each of whose address is c/o Florida Banks,  Inc., 5210 Belfort Road,
Suite 301,  Jacksonville,  Florida  32256 as  administrative  trustees  (each an
"Administrative  Trustee"  and  together  the  "Administrative  Trustees")  (the
Property Trustee, the Resident Trustee and the Administrative  Trustees referred
to collectively as the "Trustees"),  and (v) the several Holders (as hereinafter
defined).

                                    RECITALS

     WHEREAS, the Depositor,  the Resident Trustee, and Administrative Trustees,
have  heretofore  duly declared and established a business trust pursuant to the
Delaware  Business  Trust  Act  by the  entering  into  of  that  certain  Trust
Agreement,  effective as of June 20, 2002 (the "Original Trust Agreement"),  and
by the  execution  and filing by the  Resident  Trustee  and the  Administrative
Trustees with the Secretary of State of the State of Delaware of the Certificate
of Trust,  filed on June 20,  2002,  the form of which is attached as Exhibit A;
                                                                      ---------
and

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

     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  Securityholders  (as defined  herein),
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:

<PAGE>

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

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

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

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

     "Act" has the meaning specified in Section 6.8 hereof.

     "Additional  Amount"  means,  with respect to Trust  Securities  of a given
Liquidation  Amount  and/or a given  period,  the  amount of  Deferred  Interest
accrued on  interest in arrears  and paid by the  Depositor  on a Like Amount of
Debentures for such period, but shall not include Additional Sums, if any.

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

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

     "Administrative  Trustee"  means each of Charles E.  Hughes,  Jr., T. Edwin
Stinson,   Jr.  and  Robert  H.  Higel,   solely  in  his  or  her  capacity  as
Administrative  Trustee of the Trust  continued  hereunder and not in his or her
individual capacity,  or such Administrative  Trustee's successor in interest in
such  capacity,  or any  successor  administrative  trustee  appointed as herein
provided.

     "Affiliate"  means,  with  respect to a  specified  Person,  (a) any Person
directly or indirectly owning,  controlling or holding with power to vote 10% or
more of the outstanding  voting  securities or other ownership  interests of the
specified  Person,  (b)  any  Person  10% or more of  whose  outstanding  voting
securities  or other  ownership  interests  are  directly or  indirectly  owned,
controlled  or held with power to vote by the specified  Person;  (c) any Person
directly or indirectly controlling,  controlled by, or under common control with
the  specified  Person;  (d) a partnership  in which the  specified  Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual,  any entity of which the specified Person
is an officer, director or general partner.

     "Authenticating  Agent" means an  authenticating  agent with respect to the
Trust Preferred Securities appointed by the Property Trustee pursuant to Section
5.3 hereof.

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

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


                                      -2-

<PAGE>

          (e) the entry of a decree or order by a court having  jurisdiction  in
     the premises  adjudging such Person bankrupt or insolvent,  or approving as
     properly filed a petition seeking  liquidation or  reorganization  of or in
     respect of such Person under the United States  Bankruptcy Code of 1978, as
     amended,  or any other  similar  applicable  federal or state law,  and the
     continuance of any such decree or order unvacated and unstayed for a period
     of 90 days; or the  commencement  of an  involuntary  case under the United
     States  Bankruptcy  Code of 1978,  as amended,  in respect of such  Person,
     which  shall  continue  undismissed  for a period of 90 days or entry of an
     order for relief in such case; or the entry of a decree or order of a court
     having  jurisdiction  in the premises for the  appointment on the ground of
     insolvency or bankruptcy of a receiver, custodian,  liquidator,  trustee or
     assignee in bankruptcy or insolvency of such Person or of its property,  or
     for the winding up or liquidation of its affairs,  and such decree or order
     shall have  remained in force  unvacated  and  unstayed  for a period of 90
     days; or

          (f) the  institution by such Person of proceedings to be adjudicated a
     voluntary  bankruptcy,  or the  consent  by such  Person to the filing of a
     bankruptcy  proceeding  against  it,  or the  filing  by such  Person  of a
     petition or answer or consent seeking  liquidation or reorganization  under
     the United States  Bankruptcy  Code of 1978,  as amended,  or other similar
     applicable  Federal or State  law,  or the  consent  by such  Person to the
     filing  of any  such  petition  or to the  appointment  on  the  ground  of
     insolvency  or  bankruptcy  of a receiver or  custodian  or  liquidator  or
     trustee or assignee in  bankruptcy  or  insolvency of such Person or of its
     property,  or a  general  assignment  by such  Person  for the  benefit  of
     creditors.

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

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

     "Business Day" means a day other than a Saturday or Sunday,  a day on which
banking  institutions  in  Wilmington,  Delaware or  Minneapolis,  Minnesota are
authorized or required by law,  executive  order or regulation to remain closed,
or a day on which the Property Trustee's Corporate Trust Office or the Corporate
Trust Office of the Debenture Trustee are closed for business.

     "Calculation Agent" has the meaning specified in Section 4.1(d).

     "Certificate  of  Trust"  means the  certificate  of trust  filed  with the
Secretary  of State of the State of  Delaware  with  respect  to the  Trust,  as
amended or restated from time to time.

     "Change in 1940 Act Law" shall have the meaning set forth in the definition
of "Investment Company Event."

     "Closing  Date"  means the date of  execution  and  delivery  of this Trust
Agreement.


                                      -3-

<PAGE>

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

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

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

     "Common  Security"  means an undivided  common  beneficial  interest in the
assets of the Trust,  having a per share Liquidation Amount of $1,000 and having
the rights  provided  therefor in this Trust  Agreement,  including the right to
receive Distributions and a Liquidation Distribution as provided herein.

     "Company" means Florida Banks,  Inc., a Florida  corporation and registered
bank holding company under the Bank Holding Company Act of 1956, as amended.

     "Corporate Trust Office" means the office at which, at any particular time,
the corporate trust business of the Property  Trustee or the Debenture  Trustee,
as the case may be, shall be principally administered,  which office at the date
hereof,  in each such  case,  is c/o Wells  Fargo  Bank,  National  Association,
located at 919 Market Street, Suite 700

     Wilmington, Delaware 19801 , Attn: Corporate Trust Administration.

     "Debenture  Event of  Default"  means an "Event of  Default"  as defined in
Section 7.1 of the Indenture.

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

     "Debenture  Tax Event"  means a "Tax Event" as  specified in Section 1.1 of
the Indenture.

     "Debenture Trustee" means Wells Fargo Bank,  National  Association with its
principal place of business in the State of Delaware and any successor  thereto,
acting not in its individual capacity but solely as trustee under the Indenture.

     "Debentures"  means the Four  Million  One  Hundred  Twenty  Four  Thousand
Dollars  ($4,124,000)  aggregate  principal  amount of the Floating  Rate Junior
Subordinated  Deferrable  Interest  Debentures due June 30, 2032,  issued by the
Depositor pursuant to the Indenture.

     "Deferred  Interest" shall have the meaning set forth in Section 4.1 of the
Indenture.

     "Definitive Trust Preferred Securities  Certificates" means Trust Preferred
Securities  Certificates  issued  in  certificated,  fully  registered  form  as
provided in Section 5.11 hereof.

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


                                      -4-

<PAGE>

     "Delaware  Business  Trust Act" means the Delaware  Business  Trust Act, 12
Del.C. Section 3801, et seq, as it may be amended from time to time.

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

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

     "Distribution Period" has the meaning set forth in Section 4.1(a) hereof.

     "Distribution  Reset  Date" has the  meaning  set forth in  Section  4.1(d)
hereof.

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

     "Early Termination Date" has the meaning specified in Section 9.2 hereof.

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

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

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

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

          (j) default in the performance, or breach, in any material respect, of
     any  covenant or warranty of the  Trustees in this Trust  Agreement  (other
     than a covenant  or warranty a default in the  performance  of which or the
     breach of which is dealt with in clause (b) or (c), above) and continuation
     of such  default  or breach  for a period of 60 days  after  there has been
     given,  by  registered  or certified  mail,  to the  defaulting  Trustee or
     Trustees by the Holders of at least 25% in aggregate  Liquidation Amount of
     the Outstanding Trust 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

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

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


                                      -5-

<PAGE>

     "Expense  Agreement"  means the  Agreement as to Expenses  and  Liabilities
between the Depositor and the Trust,  substantially  in the form attached hereto
as Exhibit C, as amended from time to time.
   ---------

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

     "Extended Interest Payment Period" has the meaning specified in Section 4.1
of the Indenture.

     "Floating  Distribution  Rate" has the meaning  specified in Section 4.1(b)
hereof.

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

     "Indenture" means the Indenture, effective as of June 27, 2002, between the
Depositor and the Debenture Trustee, as trustee, as amended or supplemented from
time to time.

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

     "Investment Company Event" means the receipt by the Trust and the Depositor
of an Opinion of Counsel,  rendered by a law firm having a  recognized  national
securities law practice,  to the effect that, as a result of the occurrence of a
change in law or regulation or a change in  interpretation or application of law
or regulation by any legislative body, court,  governmental agency or regulatory
authority (a "Change in 1940 Act Law"),  the Trust is or shall be  considered an
"investment  company"  that is required to be  registered  under the  Investment
Company Act, which Change in 1940 Act Law becomes effective on or after the date
of  original  issuance  of the  Trust  Preferred  Securities  under  this  Trust
Agreement;  provided, however, that the Depositor or the Administrative Trustees
on behalf of the Trust  shall have  requested  and  received  such an Opinion of
Counsel with regard to such matters within a reasonable period of time after the
Depositor  or the  Administrative  Trustees  on behalf of the Trust  shall  have
become aware of the possible occurrence of any such event.

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

     "Like Amount"  means (a) with respect to a redemption of Trust  Securities,
Trust Securities having an aggregate  Liquidation  Amount equal to the aggregate
principal  amount of Debentures to be  contemporaneously  redeemed in accordance
with the Indenture and the proceeds of which shall be used to pay the Redemption
Price of such  Trust  Securities;  and (b) with  respect  to a  distribution  of
Debentures to Holders of Trust  Securities in connection  with a dissolution  or
liquidation  of the Trust,  Debentures  having a principal  amount  equal to the
Liquidation Amount of the Trust Securities of the Holder to whom such Debentures
are distributed.  Each Debenture  distributed pursuant to clause (b) above shall
carry with it accrued  interest  in an amount  equal to the  accrued  and unpaid
interest then due on such Debentures.


                                      -6-

<PAGE>

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

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

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

     "Majority  in  Liquidation   Amount"  means,  with  respect  to  the  Trust
Securities,  except as provided in the terms of the Trust  Preferred  Securities
or, if the Indenture is then required to be qualified  under the Trust Indenture
Act, by the Trust  Indenture  Act,  Holder(s) of  Outstanding  Trust  Securities
voting  together as a single  class or, as the context may  require,  Holders of
Outstanding  Trust  Preferred   Securities  or  Holders  of  Outstanding  Common
Securities  voting separately as a class, who are the record owners of more than
50% of the aggregate  Liquidation  Amount of all Outstanding Trust Securities of
the relevant class.

     "Maturity Date" means the date on which the Debentures  mature and on which
the  principal  shall be due and  payable  together  with all accrued and unpaid
interest thereon including  Compounded Interest and Additional Interest (each as
defined in the Indenture), if any.

     "Officers'  Certificate"  means a certificate signed by the Chief Executive
Officer,  President or an Executive  Vice  President and by the Treasurer or the
Vice President--Finance or the Secretary, of the Depositor, and delivered to the
appropriate Trustee. One of the officers signing an Officers'  Certificate given
pursuant to Section 8.17 hereof shall be the principal  executive,  financial or
accounting officer of the Depositor.  Any Officers'  Certificate  delivered with
respect to  compliance  with a condition or covenant  provided for in this Trust
Agreement shall include:

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

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

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

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

     "Opinion of Counsel"  means an opinion in writing of  independent,  outside
legal counsel for the Trust, the Property  Trustee,  the Resident Trustee or the
Depositor, who shall be reasonably acceptable to the Property Trustee.

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


                                      -7-

<PAGE>

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

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

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

          (c) Trust Preferred Securities which have been paid or in exchange for
     or in lieu of which other Trust Preferred Securities have been executed and
     delivered pursuant to Sections 5.4, 5.5 and 5.11; provided,  however,  that
     in determining  whether the Holders of the requisite  Liquidation Amount of
     the Outstanding Trust Preferred Securities have given any request,  demand,
     authorization,  direction,  notice,  consent  or  waiver  hereunder,  Trust
     Preferred  Securities owned by the Depositor,  any Trustee or any Affiliate
     of the Depositor or any Trustee shall be  disregarded  and deemed not to be
     Outstanding,  except that (a) in  determining  whether any Trustee shall be
     protected  in  relying  upon  any  such  request,  demand,   authorization,
     direction,  notice, consent or waiver, only Trust Preferred Securities that
     such  Trustee  knows to be so owned  shall be so  disregarded;  and (b) the
     foregoing  shall not apply at any time  when all of the  outstanding  Trust
     Preferred  Securities  are  owned  by the  Depositor,  one or  more  of the
     Trustees  and/or any such Affiliate.  Trust  Preferred  Securities so owned
     which have been pledged in good faith may be regarded as Outstanding if the
     pledgee establishes to the satisfaction of the Administrative  Trustees the
     pledgee's  right to the Trust  Preferred  Securities  of  Depositor  or any
     Affiliate of the Depositor.

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.9 hereof and shall initially be the Bank.

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

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

     "Placement  Agreement" means the Placement Agreement,  effective as of June
27, 2002, among the Trust, the Depositor and the Placement Agent named therein.

     "Preferred  Securities  Guarantee"  means  the Trust  Preferred  Securities
Guarantee  Agreement  executed and  delivered by the  Depositor  and Wells Fargo
Bank, National


                                      -8-

<PAGE>

Association,  as trustee,  contemporaneously  with the execution and delivery of
this Trust  Agreement,  for the  benefit of the  holders of the Trust  Preferred
Securities, as amended from time to time.

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

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such  redemption  by or  pursuant  to this  Trust  Agreement;
provided that (i) each  Redemption  Date must fall on a  Distribution  Date, and
(ii) each Debenture  Redemption  Date and the stated  maturity of the Debentures
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 of a Like Amount of
Debentures,  allocated on a pro rata basis (based on Liquidation  Amounts) among
the Trust Securities.

     "Relevant Trustee" shall have the meaning specified in Section 8.11 hereof.

     "Resale  Restriction  Termination  Date" means,  with respect to the offer,
sale or other transfer of a Trust Preferred Security,  (a) the date which is two
years (or such  shorter  period of time as  permitted  by Rule 144(k)  under the
Securities  Act)  after  the  later of the  original  issue  date of such  Trust
Preferred  Security  and the last date on which the Company or any  Affiliate of
the Company was the owner of such Trust  Preferred  Security (or any predecessor
of the Trust  Preferred  Security)  and (b) such later  date,  if any, as may be
required by applicable laws.

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

     "Responsible  Officer" when used with respect to the Property Trustee means
any  officer   assigned  to  the  Corporate   Trust  Office  and  having  direct
responsibility  for the  administration of this Trust Agreement,  and also, with
respect to a particular  matter,  any other  officer of the Property  Trustee to
whom  such  matter  is  referred  because  of such  officer's  knowledge  of and
familiarity with the particular subject.

     "Securities Register" and "Securities  Registrar" shall have the respective
meanings specified in Section 5.4 hereof.

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


                                      -9-

<PAGE>

     "Three-Month LIBOR Rate" has the meaning specified in Section 4.1(d).

     "Trust"  means the  Delaware  business  trust  created by the filing of the
Certificate  of Trust with the  Secretary  of State of the State of Delaware and
the  execution  of the  Original  Trust  Agreement,  and  continued  hereby  and
identified on the cover page to this Trust Agreement.

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

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

     "Trust Preferred  Securities  Certificate"  means a certificate  evidencing
ownership of Trust  Preferred  Securities,  substantially  in the form  attached
hereto as Exhibit D.
          ---------

     "Trust Preferred Security" means an undivided preferred beneficial interest
in the assets of the Trust,  having a per share Liquidation Amount of $1,000 and
having the rights provided therefor in this Trust Agreement, including the right
to receive Distributions and a Liquidation Distribution as provided herein.

     "Trust  Property" means (a) the Debentures;  (b) the rights of the Property
Trustee,  if any, under the Guarantee;  (c) any cash on deposit in, or owing to,
the Payment Account;  (d) the Initial  Contribution (as defined in Section 2.3);
and (e) all  proceeds  and  rights in  respect  of the  foregoing  and any other
property and assets for the time being held or deemed to be held by the Property
Trustee pursuant to the terms of this Trust Agreement.

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

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

     "Trustees" means, collectively,  the Property Trustee, the Resident Trustee
and the Administrative Trustees.


                                      -10-

<PAGE>

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

     Section 2.1 Name.
                 -----

     The Trust  continued  hereby shall be known as "Florida Banks 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 and the Depositor may engage in the
transactions   contemplated   hereby,  make  and  execute  contracts  and  other
instruments on behalf of the Trust and sue and be sued.

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

     The address of the Resident Trustee 919 Market Street, Suite 700

     Wilmington,  Delaware 19801 is c/o Wells Fargo Delaware Trust Company,  919
Market Street,  Suite 700,  Wilmington,  Delaware 19801,  Attn:  Corporate Trust
Administration,  or such other address as the Resident  Trustee may designate by
written notice to the Securityholders and the Depositor. The principal executive
office of the Trust is 919 Market Street, Suite 700, Wilmington, Delaware 19801.

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

     The Resident Trustee and  Administrative  Trustees  acknowledge  receipt in
trust from the Depositor in connection  with the Original Trust Agreement of the
sum  of  One  Hundred  Dollars  ($100)  (the  "Initial   Contribution"),   which
constituted the initial Trust Property;  and the Property  Trustee  acknowledges
receipt of all Trust Property  pursuant to this  Agreement.  The Depositor shall
pay organizational expenses of the Trust as they arise or shall, upon request of
any Trustee,  promptly reimburse such Trustee for any such expenses paid by such
Trustee.  The  Depositor  shall  make no claim upon the Trust  Property  for the
payment of such expenses.

     Section 2.4 Issuance of the Trust Preferred Securities.
                 -------------------------------------------

     Contemporaneously  with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Trust, shall execute and cause to be
delivered in  accordance  with Sections 5.2 and 5.3 Trust  Preferred  Securities
Certificates,  registered  in the name of the  Persons  entitled  thereto  in an
aggregate amount of Four Thousand (4,000) Trust Preferred  Securities  having an
aggregate  Liquidation  Amount  of Four  Million  Dollars  ($4,000,000)  against
receipt of the aggregate  purchase price of such Trust  Preferred  Securities of
Four Million  Dollars  ($4,000,000),  which amount such  Administrative  Trustee
shall promptly deliver to the Property Trustee.


                                      -11-

<PAGE>

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

     Contemporaneously  with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Trust, shall execute and cause to be
delivered to the  Depositor in  accordance  with  Sections 5.2 and 5.3, a Common
Securities Certificate, registered in the name of the Depositor, in an aggregate
amount of One Hundred  Twenty Four (124) Common  Securities  having an aggregate
Liquidation  Amount of One  Hundred  Twenty  Four  Thousand  Dollars  ($124,000)
against payment by the Depositor of such amount. Contemporaneously therewith, an
Administrative  Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Property Trustee on
behalf of the  Trust and  having an  aggregate  principal  amount  equal to Four
Million  One  Hundred  Twenty  Four  Thousand  Dollars  ($4,124,000),   and,  in
satisfaction of the purchase price for such Debentures, the Property Trustee, on
behalf of the Trust,  shall deliver to the Depositor the sum of Four Million One
Hundred Twenty Four Thousand Dollars ($4,124,000).

     Section 2.6 Declaration of Trust.
                 ---------------------

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust  Securities and use the proceeds from such sale to acquire the Debentures;
(b) to make  distributions as provided herein; (c) to enter into the agreements,
documents,  and  instruments  necessary  to  accomplish  (a) and (b); and (d) to
engage in those  activities  necessary,  advisable or  incidental  thereto.  The
Depositor hereby  appoints,  or confirms the appointment of, as the case may be,
the Trustees as trustees of the Trust, to have all the rights, powers and duties
to the extent set forth herein, and the Trustees hereby accept, or confirm their
acceptance,  as the case may be,  of such  appointments.  The  Property  Trustee
hereby  declares that it shall hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the  Securityholders.  The
Administrative  Trustees  shall  have all  rights,  powers  and duties set forth
herein and in accordance with applicable law with respect to  accomplishing  the
purposes of the Trust.  The Resident  Trustee  shall not be entitled to exercise
any  powers,  nor  shall  the  Resident  Trustee  have  any  of the  duties  and
responsibilities,  of the Property  Trustee or the  Administrative  Trustees set
forth herein. The Resident Trustee shall be one of the Trustees of the Trust for
the sole and  limited  purpose  of  fulfilling  the  residency  requirements  of
applicable sections of the Delaware Business Trust Act.

     Section 2.7 Authorization of Trustees to Enter into Certain Transactions.
                 -------------------------------------------------------------

          (a) The Trustees  shall conduct the affairs of the Trust in accordance
     with the terms of this  Trust  Agreement.  Subject to the  limitations  set
     forth in paragraph (b) of this Section 2.7 and Article VIII hereof,  and in
     accordance with the following  provisions (i) and (ii), the  Administrative
     Trustees  shall  have the  authority  to enter  into all  transactions  and
     agreements  determined by the Administrative  Trustees to be appropriate in
     exercising  the  authority,  express or implied,  otherwise  granted to the
     Administrative Trustees under this Trust Agreement, and to perform all acts
     in furtherance thereof, including without limitation, the acts set forth in
     the following provision (i):


                                      -12-

<PAGE>

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

               (A)  the  issuance  and  sale  of the  Trust  Securities  and the
                    compliance  with  the  Placement   Agreement  in  connection
                    therewith;

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

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

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

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

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

               (G)  to acquire as trust assets  Debentures  with the proceeds of
                    the sale of the Trust Securities;

               (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  with the  Secretary  of State of the  State of
                    Delaware;

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

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


                                      -13-

<PAGE>

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

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

               (B)  the receipt of the Debentures;

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

               (D)  the distribution of amounts owed to the  Securityholders  in
                    respect of the Trust Securities in accordance with the terms
                    of this Trust Agreement;

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

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

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

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

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

               (J)  registering  transfers of the Trust Securities in accordance
                    with this Trust Agreement; and

               (K)  engaging  in  such   ministerial   activities  as  shall  be
                    necessary or  appropriate  to effect the  redemption  of the
                    Trust  Securities to the extent the  Debentures are redeemed
                    or mature.

Except as otherwise  provided in this Section  2.7(a)(ii),  the Property Trustee
shall  have none of the  duties,  liabilities,  powers or the  authority  of the
Administrative Trustees set forth in Section 2.7(a)(i).

          (b) So long as this Trust Agreement  remains in effect,  the Trust (or
     the  Trustees  acting on  behalf of the  Trust)  shall  not  undertake  any
     business,  activities or


                                      -14-

<PAGE>

     transaction except as expressly provided herein or contemplated  hereby. In
     particular,  the Trustees shall not, on behalf of the Trust (i) acquire any
     investments  or engage  in any  activities  not  authorized  by this  Trust
     Agreement; (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off
     or otherwise  dispose of any of the Trust  Property or  interests  therein,
     including to  Securityholders,  except as expressly provided herein;  (iii)
     take any action that would cause the Trust to fail or cease to qualify as a
     "grantor  trust" for United States federal income tax purposes;  (iv) incur
     any indebtedness for borrowed money or issue any other debt; or (v) take or
     consent to any action that would  result in the  placement of a Lien on any
     of the Trust Property. The Administrative  Trustees shall defend all claims
     and  demands  of all  Persons at any time  claiming  any Lien on any of the
     Trust Property adverse to the interest of the Trust or the  Securityholders
     in their capacity as Securityholders.

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

          (ii) the  negotiation  of the terms of, and the execution and delivery
               of, the Placement  Agreement  providing for the sale of the Trust
               Preferred Securities; and

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

          (d)   Notwithstanding   anything   herein   to   the   contrary,   the
     Administrative  Trustees are authorized and directed to conduct the affairs
     of the Trust and to operate the Trust so that the Trust shall not be deemed
     to  be  an  "investment  company"  required  to  be  registered  under  the
     Investment Company Act, shall be classified as a "grantor trust" and not as
     an  association  taxable as a corporation  for United States federal income
     tax purposes and so that the Debentures shall be treated as indebtedness of
     the  Depositor  for United  States  federal  income tax  purposes.  In this
     connection,  subject to Section 10.2, the Depositor and the  Administrative
     Trustees are authorized to take any action and the Administrative  Trustees
     are  authorized  to direct  the  Property  Trustee  in  writing to take any
     action, not inconsistent with applicable law or this Trust Agreement,  that
     each of the Depositor and the Administrative  Trustees  determines in their
     discretion  to be necessary


                                      -15-

<PAGE>

     or desirable for such purposes.  The Property Trustee shall take any action
     so directed by one or more of the Administrative Trustees.

     Section 2.8 Assets of Trust.
                 ----------------

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

     Section 2.9 Title to Trust Property.
                 ------------------------

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

                                   ARTICLE III

                                 PAYMENT ACCOUNT

     Section 3.1 Payment Account.
                 ----------------

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

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

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

     Section 4.1 Distributions.
                 --------------

          (a)  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 June 27,
     2002, and, except during any Extended  Interest Payment Period with respect
     to the Debentures,  shall be payable quarterly in arrears on March 30, June
     30, September 30 and December 30 of each year,  commencing on September 30,
     2002 (each such quarter, a "Distribution  Period").  If any date on which a
     Distribution is otherwise payable on the Trust Securities is not a Business
     Day,  then  the  payment  of such  Distribution  shall  be made on the next
     succeeding  day that is a Business  Day (and  without  any  increase in the
     amount of  interest or other  payment in respect of any such delay)  except
     that, if such Business Day is in the next  succeeding  calendar year,  such
     payment  shall  be made on the  immediately  preceding  Business  Day  (and
     without any  reduction  in the amount of  interest


                                      -16-

<PAGE>

     or other  payment  in  respect  of any such  delay)  except  that,  if such
     Business Day is in the next succeeding calendar year, such payment shall be
     made on the immediately  preceding  Business Day (and without any reduction
     in the  amount of  interest  or any other  payment  in  respect of any such
     acceleration),  in each case with the same  force and  effect as if made on
     such date (each date on which  Distributions are payable in accordance with
     this Section 4.1(a), a "Distribution Date").

          (b) The Trust Securities  represent undivided  beneficial interests in
     the Trust Property,  and the Distributions on the Trust Securities shall be
     payable  at a floating  rate  ("Floating  Distribution  Rate") of 3.65% per
     annum over the Three Month LIBOR Rate (as defined  below) from time to time
     in effect on the Liquidation  Amount of the Trust Securities.  The Floating
     Distribution  Rate for each  Distribution  Period  will be set  pursuant to
     Section  4.1(d) of this  Article IV;  provided,  that the initial  Floating
     Distribution  Rate  will be set on June 27,  2002.  In no event  shall  the
     Floating Distribution Rate exceed 12% prior to June 30, 2007.

          (c) The  amount of  Distributions  payable  for any full  Distribution
     Period  shall be  computed  on the basis of a 360-day  year and the  actual
     number of days in such  Distribution  Period.  During any Extended Interest
     Payment Period with respect to the Debentures,  Distributions  on the Trust
     Preferred  Securities  shall be deferred for a period equal to the Extended
     Interest Payment Period. The amount of Distributions payable for any period
     shall include the Additional Amounts, if any.

          (d) The  "Three-Month  LIBOR Rate" shall mean the rate  determined  in
     accordance with the following provisions:

          (i)  On the  second  LIBOR  Business  Day  (provided  that on such day
               commercial  banks are open for  business  (including  dealings in
               foreign  currency  deposits)  in London (a "LIBOR  Banking  Day")
               preceding  each  January  15,  April 15,  July 15 and  October 15
               (except with respect to the first Distribution Period, commencing
               on June 27, 2002 (each such date, a  "Distribution  Reset Date"),
               Wells Fargo Bank, National Association (the "Calculation Agent"),
               will determine the Three-Month LIBOR Rate which shall be the rate
               for  deposits  in the  London  interbank  market in U.S.  dollars
               having a three-month  maturity which appears on the Telerate Page
               3750 as of 11:00 a.m.,  London time, on such  Distribution  Reset
               Date.  "Telerate Page 3750" means the display on Page 3750 of the
               Bloomberg  Financial Markets Commodities News (or such other page
               as may  replace  that page on that  service  for the  purpose  of
               displaying London interbank offered rates of major banks for U.S.
               dollar   deposits).   If  the  Three-Month  LIBOR  Rate  on  such
               Distribution  Reset  Date does not  appear on the  Telerate  Page
               3750, such Three-Month LIBOR Rate will be determined as described
               in (ii) below.  "LIBOR  Business Day" means any day that is not a
               Saturday,  Sunday  or  other  day  on  which  commercial  banking
               institutions  in New York, New York or  Wilmington,  Delaware are
               authorized  or obligated by law or executive  order to be closed.
               If such rate is  superseded  on Telerate Page 3750 by a corrected
               rate before  12:00 noon


                                      -17-

<PAGE>

               (London time) on the same Distribution  Reset Date, the corrected
               rate as so  substituted  will be the  applicable  LIBOR  for that
               Distribution Reset Date.

          (ii) If, on any Distribution  Reset Date, such rate does not appear on
               Telerate  Page 3750 as reported by  Bloomberg  Financial  Markets
               Commodities  News or such other page as may replace such Telerate
               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
               Distribution  Reset  Date  made by the  Calculation  Agent to the
               Reference Banks. If, on any Distribution Reset Date, at lease two
               of the Reference Banks provide such quotations, LIBOR shall equal
               the arithmetic mean of such  quotations.  If, on any Distribution
               Reset Date,  only one or none of the Reference Banks provide such
               a quotation,  LIBOR shall be deemed to be the arithmetic  mean of
               the offered  quotations  that at least two  leading  banks in the
               City of New York  (as  selected  by the  Calculation  Agent)  are
               quoting on the relevant  Distribution  Reset Date for three-month
               U.S.  Dollar  deposits  in Europe  at  approximately  11:00  a.m.
               (London time) (in an amount determined by the Calculation Agent).
               As used herein,  "Reference  Banks" means four major banks in the
               London interbank market selected by the Calculation Agent.

          (iii)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  in  effect  on  the   previous
               Distribution Reset Date (whether or not LIBOR for such period was
               in fact determined on such Distribution Reset Date).

          (e)  Distributions  on the  Trust  Securities  shall  be  made  by the
     Property  Trustee  solely from the Payment  Account and shall be payable on
     each  Distribution Date only to the extent that the Trust has funds on hand
     and immediately  and legally  available by 12:30 p.m. New York City time on
     each  Distribution  Date in the  Payment  Account  for the  payment of such
     Distributions.

          (f)   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 on the relevant  record date,  which shall be the
     15th day of the month in which the relevant Distribution Date occurs, which
     Distribution  Dates  correspond  to  the  interest  payment  dates  on  the
     Debentures.


                                      -18-

<PAGE>

     Section 4.2 Redemption
                 ----------

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

          (b) Notice of  redemption  shall be given by the  Property  Trustee by
     first-class mail, postage prepaid, mailed not less than 30 nor more than 60
     days prior to the Redemption Date to each Holder of Trust  Securities to be
     redeemed,  at such Holder's address  appearing in the Securities  Register.
     The Property Trustee shall have no  responsibility  for the accuracy of any
     CUSIP number, if any,  contained in such notice.  All notices of redemption
     shall state:

          (i)  the Redemption Date;

          (ii) the Redemption Price;

          (iii) the CUSIP number, if any;

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

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

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

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

          (d) If the Property Trustee gives a notice of redemption in respect of
     any Trust Preferred Securities, then, by 12:00 noon, New York City time, on
     the  Redemption  Date,  subject to Section  4.2(c),  the Property  Trustee,
     subject to Section  4.2(c),  shall  deposit  with the  Paying  Agent  funds
     sufficient to pay the applicable Redemption Price and shall give the Paying
     Agent irrevocable instructions and authority to pay the Redemption Price to
     the Holders  thereof  upon  surrender of their Trust  Preferred  Securities
     Certificates.  Notwithstanding the foregoing,  Distributions  payable on or
     prior to the Redemption Date for any Trust Securities called for redemption
     shall be payable to the Holders of such Trust  Securities as they appear on
     the  Securities  Register for the Trust  Securities on the relevant  record
     dates for the related  Distribution  Dates.  If notice of redemption  shall
     have


                                      -19-

<PAGE>

     been  given and funds  deposited  as  required,  then upon the date of such
     deposit,  (i) all rights of  Securityholders  holding  Trust  Securities so
     called for  redemption  shall cease with respect to such Trust  Securities,
     except the right of such  Securityholders  to receive the Redemption Price,
     without interest, (ii) such Trust Securities shall cease to be Outstanding,
     and (iii) any Trust  Securities  Certificates  will be deemed to  represent
     Debentures having a principal amount equal to the stated Liquidation Amount
     of the Trust Securities  represented thereby and bearing accrued and unpaid
     interest in an amount equal to the accumulated and unpaid  Distributions on
     such  Trust  Securities  until  such  certificates  are  presented  to  the
     Securities Registrar for transfer or reissuance. 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 shall be made on the
     next  succeeding  day that is a Business  Day (and  without any interest or
     other  payment in respect of any such delay)  except that, if such Business
     Day is in the next succeeding  calendar year, such payment shall be made on
     the  immediately  preceding  Business  Day (and  without any  reduction  of
     interest or any other payment in respect of any such acceleration), in each
     case with the same force and  effect as if made on such date.  In the event
     that  payment of the  Redemption  Price in respect of any Trust  Securities
     called for redemption is improperly withheld or refused and not paid either
     by the  Trust or by the  Depositor  pursuant  to the  Preferred  Securities
     Guarantee,  Distributions  on  such  Trust  Securities  shall  continue  to
     accumulate,   at  the  then  applicable  rate,  from  the  Redemption  Date
     originally  established by the Trust for such Trust  Securities to the date
     such  Redemption  Price is actually  paid, in which case the actual payment
     date shall be the date fixed for redemption for purposes of calculating the
     Redemption Price.

          (e) Payment of the Redemption  Price on the Trust  Securities shall be
     made to the  record  holders  thereof  as  they  appear  on the  Securities
     Register for the Trust  Securities on the relevant record date, which shall
     be the date 15 days prior to the relevant Redemption Date.

          (f) 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 on
     a pro rata basis (based on Liquidation Amounts) among the Common Securities
     and  the  Trust  Preferred  Securities.   The  particular  Trust  Preferred
     Securities to be redeemed  shall be selected not more than 60 days prior to
     the  Redemption  Date by the Property  Trustee from the  Outstanding  Trust
     Preferred  Securities not previously called for redemption,  by such method
     (including,  without limitation, by lot) as the Property Trustee shall deem
     fair and appropriate and which may provide for the selection for redemption
     of portions (equal to such  Liquidation  Amount or an integral  multiple of
     such Liquidation Amount in excess thereof) of the Liquidation Amount of the
     Trust Preferred  Securities of a denomination  larger than such Liquidation
     Amount, provided, however, that in the event the redemption relates only to
     Trust Preferred Securities held by the Depositor being redeemed in exchange
     for a Like Amount of  Debentures,  the  Property  Trustee  shall select the
     particular Trust Preferred Securities for redemption.  The Property Trustee
     shall  promptly  notify the  Securities  Registrar  in writing of the Trust
     Preferred  Securities selected for redemption and, in the case of any Trust
     Preferred  Securities  selected  for partial  redemption,  the  Liquidation
     Amount  thereof to be redeemed.  For all purposes of


                                      -20-

<PAGE>

     this Trust Agreement, unless the context otherwise requires, all provisions
     relating to the redemption of Trust Preferred  Securities shall relate,  in
     the case of any Trust Preferred  Securities redeemed or to be redeemed only
     in part,  to the  portion  of the  Liquidation  Amount  of Trust  Preferred
     Securities which has been or is to be redeemed.

     Section 4.3 Subordination of Common Securities.
                 ----------------------------------

          (a)  Payment  of  Distributions   (including  Additional  Amounts,  if
     applicable)  on,  and the  Redemption  Price of, the Trust  Securities,  as
     applicable,  shall be made,  subject to Section 4.2(f),  pro rata among the
     Common  Securities  and  the  Trust  Preferred   Securities  based  on  the
     Liquidation Amount of the Trust Securities;  provided,  however, that if on
     any  Distribution  Date or Redemption  Date any Event of Default  resulting
     from a Debenture Event of Default shall have occurred and be continuing, no
     payment of any Distribution  (including  Additional Amounts, if applicable)
     on, or Redemption  Price of, any Common  Security,  and no other payment on
     account  of the  redemption,  liquidation  or other  acquisition  of Common
     Securities, shall be made unless payment in full in cash of all accumulated
     and unpaid Distributions  (including  Additional Amounts, if applicable) on
     all Outstanding  Trust 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  Trust Preferred  Securities then called for redemption,  shall
     have been made or  provided  for,  and all funds  immediately  and  legally
     available to the Property  Trustee shall first be applied to the payment in
     full  in  cash  of all  Distributions  (including  Additional  Amounts,  if
     applicable) on, or the Redemption Price of, Trust Preferred Securities then
     due and payable.

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

     Section 4.4 Payment Procedures.
                 ------------------

     Payments of Distributions  (including Additional Amounts, if applicable) in
respect of the Trust Preferred  Securities  shall be made by check mailed to the
address  of the Person  entitled  thereto as such  address  shall  appear on the
Securities  Register on the  relevant  record  date.  Payments in respect of the
Common  Securities  shall be made in such  manner  as shall be  mutually  agreed
between the Property Trustee and the Holder of the Common Securities.


                                      -21-

<PAGE>

     Section 4.5 Tax Returns and Reports.
                 -----------------------

     The Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all information returns and reports required to be
filed by or in respect of the Trust by applicable  taxing  authorities.  In this
regard, the  Administrative  Trustees shall (a) prepare and file (or cause to be
prepared and filed) the appropriate forms required to be filed in respect of the
Trust in each taxable  year of the Trust;  and (b) prepare and furnish (or cause
to be prepared and  furnished)  to each  Securityholder  the  appropriate  forms
required to be furnished to such  Securityholder or the information  required to
be  provided  on such  forms.  The  Administrative  Trustees  shall  provide the
Depositor with a copy of all such returns and reports promptly after such filing
or furnishing. The Property Trustee shall comply with all applicable withholding
and backup  withholding tax laws and  information  reporting  requirements  with
respect to any payments to Securityholders under the Trust Securities.

     Section 4.6 Payment of Taxes, Duties, etc. of the Trust.
                 -------------------------------------------

     Upon receipt under the Debentures of Additional Sums (as defined in Section
1.1 of the  Indenture),  the Property  Trustee,  at the written  direction of an
Administrative Trustee or the Depositor, shall promptly pay any taxes, duties or
governmental charges of whatsoever nature (including  withholding taxes) imposed
on the Trust by the United States or any other taxing authority.

     Section 4.7 Payments Under Indenture.
                 ------------------------

     Any  amount  payable  hereunder  to any  record  holder of Trust  Preferred
Securities  shall be  reduced by the amount of any  corresponding  payment  such
Holder has directly received under the Indenture  pursuant to Section 5.13(b) or
(c) hereof.

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

     Section 5.1 Initial Ownership.
                 -----------------

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

     Section 5.2 The Trust Securities Certificates.
                 ---------------------------------

     Subject  to  Sections  5.4(h)  and  (i),  the  Trust  Preferred  Securities
Certificates shall be issued in minimum  denominations of the Liquidation Amount
and integral  multiples of such  Liquidation  Amount in excess thereof,  and the
Common  Securities   Certificates  shall  be  issued  in  denominations  of  the
Liquidation  Amount  and  integral  multiples  thereof.   The  Trust  Securities
Certificates  shall be  executed  on behalf of the Trust by manual or  facsimile
signature of at least one Administrative  Trustee. Trust Securities Certificates
bearing the manual or facsimile  signatures of individuals who were, at the time
when such  signatures  shall have been affixed,  authorized to sign on behalf of
the Trust,  shall be validly  issued and  entitled to the benefits of


                                      -22-

<PAGE>

this Trust Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized  prior to the delivery of such Trust  Securities
Certificates  or did not hold such offices at the date of delivery of such Trust
Securities  Certificates.  A transferee of a Trust Securities  Certificate shall
become a Securityholder,  and shall be entitled to the rights and subject to the
obligations of a Securityholder  hereunder,  upon due registration of such Trust
Securities  Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13 hereof.

     Section 5.3  Execution,  Authentication  and  Delivery of Trust  Securities
                  --------------------------------------------------------------
Certificates.
------------

          (a) On the Closing Date, the Administrative Trustees shall cause Trust
     Securities Certificates,  in an aggregate Liquidation Amount as provided in
     Sections  2.4 and 2.5 hereof,  to be executed on behalf of the Trust by the
     manual  or  facsimile  signature  of at  least  one of  the  Administrative
     Trustees,  cause the Common  Securities  Certificate to be delivered to the
     Depositor,  and cause the Trust  Preferred  Securities  Certificates  to be
     delivered  to the Property  Trustee and upon  receipt of such  delivery the
     Property  Trustee  shall  authenticate  such  Trust  Preferred   Securities
     Certificates and deliver such Trust Preferred Securities Certificates, upon
     written order of the Administrative Trustees on behalf of the Trust, as set
     forth below, in authorized denominations.

          (b) A Trust Preferred Securities  Certificate shall not be valid until
     authenticated  by the manual  signature of an  authorized  signatory of the
     Property Trustee. The signature shall be conclusive evidence that the Trust
     Preferred  Securities  Certificate has been authenticated  under this Trust
     Agreement. Each Trust Preferred Security Certificate shall be effective the
     date of its authentication.

     Upon the  written  order of the Trust  signed by one of the  Administrative
Trustees,  the  Property  Trustee  shall  authenticate  and make  available  for
delivery the Trust Preferred Securities Certificates.

     The Property Trustee may appoint an Authenticating  Agent acceptable to the
Trust  to  authenticate  the  Trust  Preferred   Securities   Certificates.   An
Authenticating   Agent  may   authenticate   the  Trust   Preferred   Securities
Certificates  whenever  the Property  Trustee may do so. Each  reference in this
Trust   Agreement   to   authentication   by  the  Property   Trustee   includes
authentication by such agent. An Authenticating Agent has the same rights as the
Property Trustee to deal with the Company or the Trust.

     Section 5.4  Registration  of  Transfer  and  Exchange  of Trust  Preferred
                  --------------------------------------------------------------
Securities Certificates.
-----------------------

          (a) The  Depositor  shall  keep or cause to be kept,  at the office or
     agency  maintained  pursuant to Section 5.8 hereof, a register or registers
     for the purpose of registering Trust Securities  Certificates and transfers
     and exchanges of Trust Securities  Certificates  (herein referred to as the
     "Securities  Register") in which the registrar  designated by the Depositor
     (the "Securities Registrar"),  subject to such reasonable regulations as it
     may  prescribe,  shall  provide  for the  registration  of Trust  Preferred
     Securities  Certificates  and Common  Securities  Certificates  (subject to
     Section 5.10


                                      -23-

<PAGE>

     hereof in the case of the Common Securities  Certificates) and registration
     of transfers and exchanges of Trust  Preferred  Securities  Certificates as
     herein provided. The Securities Registrar shall not be required to register
     the transfer of any Trust  Preferred  Securities  that have been called for
     redemption. The Property Trustee shall be the initial Securities Registrar.

          (b) Upon surrender for registration of transfer of any Trust Preferred
     Securities  Certificate  at the  office or agency  maintained  pursuant  to
     Section 5.8 hereof, the  Administrative  Trustees or any one of them shall,
     if the requirements for such transfer, as set forth herein and on the Trust
     Preferred Securities  Certificate,  are met, execute by manual or facsimile
     signature and deliver and the Property Trustee shall, upon written order of
     one of the Administrative Trustees on behalf of the Trust, authenticate and
     make available for delivery,  in the name of the  designated  transferee or
     transferees,  one or more new Trust  Preferred  Securities  Certificates in
     authorized  denominations of a like aggregate  Liquidation Amount effective
     the date of execution by such  Administrative  Trustee or Trustees.  At the
     option  of  a  Holder,  Trust  Preferred  Securities  Certificates  may  be
     exchanged for other Trust Preferred  Securities  Certificates in authorized
     denominations of the same class and of a like aggregate  Liquidation Amount
     upon  surrender  of  the  Trust  Preferred  Securities  Certificates  to be
     exchanged at the office or agency  maintained  pursuant to Section 5.8. The
     procedures  for  exchanges  shall be the same for transfers as set forth in
     this Subsection 5.4(b).

          (c) The Trust  Preferred  Securities  Certificates  shall bear certain
     legends  identifying  certain  restrictions  regarding  the transfer of the
     Trust  Preferred  Securities  represented  thereby,  the  first of which is
     referred to herein as the "Restricted Securities Legend." The legends shall
     not be removed;  provided,  however,  that the Restricted Securities Legend
     may be removed if the  Administrative  Trustees  receive such  satisfactory
     evidence,  which may  include an Opinion of Counsel,  as may be  reasonably
     required  by the  Administrative  Trustees,  that  neither  the  Restricted
     Securities  Legend nor the  restrictions  on transfer set forth therein are
     required to ensure that transfers thereof comply with the provisions of the
     Securities Act. Upon provision of such satisfactory  evidence, the Property
     Trustee,  at the written direction of the  Administrative  Trustees,  shall
     authenticate and deliver Trust Preferred  Securities  Certificates  that do
     not bear the Restricted Securities Legend.

          (d) Except as  permitted  by  Section  5.4(c),  each  Trust  Preferred
     Security  Certificate shall bear the legends in substantially the following
     form and a Trust Preferred  Security  Certificate  shall not be transferred
     except in compliance with such legends,  unless otherwise determined by the
     Administrative  Trustees,  upon the advice of counsel,  in accordance  with
     applicable law:

     THIS TRUST PREFERRED  SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"), ANY STATE SECURITIES LAWS
     OR ANY OTHER  APPLICABLE  SECURITIES  LAWS.  NEITHER  THIS TRUST  PREFERRED
     SECURITY NOR ANY INTEREST OR  PARTICIPATION  HEREIN MAY BE REOFFERED  SOLD,
     ASSIGNED, TRANSFERRED,  PLEDGED,


                                      -24-

<PAGE>

     ENCUMBERED OR OTHERWISE  DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
     UNLESS  THE   TRANSACTION   IS  EXEMPT  FROM,   OR  NOT  SUBJECT  TO,  SUCH
     REGISTRATION.  PRIOR TO (i) THE DATE  WHICH IS TWO YEARS  (OR SUCH  SHORTER
     PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES  ACT) AFTER
     THE LATER OF THE ORIGINAL  ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
     TRUST OR ANY  AFFILIATE OF THE TRUST WAS THE OWNER OF THIS TRUST  PREFERRED
     SECURITY (OR ANY PREDECESSOR OF THIS TRUST PREFERRED SECURITY) OR (ii) SUCH
     LATER DATE,  IF ANY, AS MAY BE REQUIRED  BY  APPLICABLE  LAWS (THE  "RESALE
     RESTRICTION  TERMINATION DATE") THE HOLDER OF THIS TRUST PREFERRED SECURITY
     BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE TRUST TO OFFER, SELL
     OR OTHERWISE  TRANSFER THIS TRUST PREFERRED  SECURITY ONLY (A) TO THE TRUST
     OR AN AFFILIATE  OF THE TRUST,  (B)  PURSUANT TO A  REGISTRATION  STATEMENT
     WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
     AS THIS TRUST  PREFERRED  SECURITY IS ELIGIBLE FOR RESALE  PURSUANT TO RULE
     144A ("RULE 144A")  PROMULGATED  UNDER THE SECURITIES  ACT, TO A PERSON THE
     HOLDER REASONABLY BELIEVES IS A "QUALIFIED  INSTITUTIONAL BUYER" AS DEFINED
     IN RULE 144A THAT  PURCHASES  FOR ITS OWN  ACCOUNT OR FOR THE  ACCOUNT OF A
     QUALIFIED  INSTITUTIONAL  BUYER IN  COMPLIANCE  WITH RULE  144A,  (D) 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  THIS TRUST  PREFERRED  SECURITY FOR ITS OWN ACCOUNT,  OR FOR THE
     ACCOUNT OF SUCH AN  INSTITUTIONAL  "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 OR (E) PURSUANT TO
     ANOTHER  AVAILABLE  EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE
     SECURITIES  ACT,  SUBJECT TO THE TRUST'S AND THE  ADMINISTRATIVE  TRUSTEES'
     RIGHTS PRIOR TO ANY SUCH OFFER,  SALE,  TRANSFER OR OTHER  DISPOSITION  (i)
     PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE  DELIVERY BY THE HOLDER OF AN
     OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO
     THE TRUST AND THE ADMINISTRATIVE  TRUSTEES TO CONFIRM THAT SUCH TRANSFER IS
     BEING MADE PURSUANT TO AN EXEMPTION  FROM, OR IN A TRANSACTION  NOT SUBJECT
     TO THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF
     THE FOREGOING  CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
     APPEARING ON THE OTHER SIDE OF THIS  CERTIFICATE IS COMPLETED AND DELIVERED
     BY THE TRANSFEROR TO THE PROPERTY  TRUSTEE AND THE SECURITIES  REGISTRAR IN


                                      -25-

<PAGE>

     CONNECTION  WITH  ANY  TRANSFER  OF  THIS  SECURITY  PRIOR  TO  THE  RESALE
     RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
     FORTH  ON THE  CERTIFICATE  OF  TRANSFER  RELATING  TO THE  MANNER  OF SUCH
     TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE PROPERTY TRUSTEE AND
     THE SECURITIES  REGISTRAR.  THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE
     HOLDER  AFTER  THE  EARLIER  OF (i) THE  TRANSFER  OF THE  TRUST  PREFERRED
     SECURITY  EVIDENCED  HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE
     RESTRICTION  TERMINATION  DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
     IS REQUIRED TO,  NOTIFY ANY PURCHASER OF THIS TRUST  PREFERRED  SECURITY OF
     THE RESALE RESTRICTIONS REFERRED TO HEREIN.

     PRIOR TO THE RESALE  RESTRICTION  TERMINATION  DATE,  THIS TRUST  PREFERRED
     SECURITY  MAY BE  TRANSFERRED  OR  EXCHANGED  ONLY IN A  MINIMUM  AGGREGATE
     LIQUIDATION  AMOUNT OF NOT LESS THAN  $100,000.  ANY ATTEMPTED  TRANSFER OF
     THIS TRUST PREFERRED  SECURITY IN AN AGGREGATE  LIQUIDATION  AMOUNT OF LESS
     THAN $100,000  PRIOR TO THE RESALE  RESTRICTION  TERMINATION  DATE SHALL BE
     DEEMED TO BE VOID AND OF NO LEGAL  EFFECT  WHATSOEVER.  AFTER  SUCH  RESALE
     RESTRICTION   TERMINATION  DATE,  ANY  ATTEMPTED  TRANSFER  OF  THIS  TRUST
     PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000
     SHALL BE  DEEMED  TO BE VOID AND OF NO LEGAL  EFFECT  WHATSOEVER.  ANY SUCH
     PURPORTED  TRANSFEREE  SHALL BE DEEMED  NOT TO BE THE  HOLDER OF THIS TRUST
     PREFERRED  SECURITY  FOR ANY  PURPOSE,  INCLUDING,  BUT NOT LIMITED TO, THE
     RIGHT TO RECEIVE  DISTRIBUTIONS ON THIS TRUST PREFERRED SECURITY,  AND SUCH
     PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS
     TRUST PREFERRED SECURITY.

     IN CONNECTION WITH ANY TRANSFER,  THE HOLDER WILL DELIVER TO THE SECURITIES
     REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE
     AMENDED AND RESTATED TRUST AGREEMENT TO CONFIRM THAT THE TRANSFER  COMPLIES
     WITH THE FOREGOING RESTRICTIONS.

          (e)  Every  Trust  Preferred  Securities   Certificate   presented  or
     surrendered for registration of transfer or exchange shall be duly endorsed
     or accompanied by a written  instrument of transfer in form satisfactory to
     the Property  Trustee and the  Securities  Registrar  duly  executed by the
     Holder or his  attorney  duly  authorized  in writing,  and, in the case of
     Trust Preferred Securities  Certificates bearing the Restricted  Securities
     Legends, accompanied by certification(s) in a form substantially similar to
     the  Letters of  Representations  attached  as Exhibit E and  Exhibit F, as
                                                    ---------      ---------
     applicable, and evidence reasonably satisfactory to the Property Trustee or
     the Securities  Registrar as to the


                                      -26-

<PAGE>

     compliance  with the  restrictions  set forth in the Restricted  Securities
     Legend. When Trust Preferred  Securities  Certificates are presented to the
     Securities  Registrar to register the transfer of such  certificates  or to
     exchange such  certificates  which become  mutilated,  destroyed,  defaced,
     stolen  or  lost,  for  an  equal  number  of  Trust  Preferred  Securities
     Certificates,  the Securities Registrar shall register the transfer or make
     the  exchange  as  requested  if  its  reasonable   requirements  for  such
     transactions   are  met.  Each  Trust  Preferred   Securities   Certificate
     surrendered for  registration of transfer or exchange shall be canceled and
     subsequently  disposed of by the Property  Trustee in  accordance  with its
     customary practice.

          The Trust shall not be required to (i) issue,  register  the  transfer
     of, or exchange any Trust Preferred Securities during a period beginning at
     the opening of  business  15 calendar  days before the date of mailing of a
     notice  of  redemption  of  any  Trust  Preferred   Securities  called  for
     redemption  and ending at the close of business on the day of such mailing;
     or (ii) register the transfer of or exchange any Trust Preferred Securities
     so selected  for  redemption,  in whole or in part,  except the  unredeemed
     portion of any such Trust Preferred Securities being redeemed in part.

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

          (g) Trust Preferred Securities may only be transferred, in whole or in
     part, in accordance  with the terms and  conditions set forth in this Trust
     Agreement.  Any  transfer  or  purported  transfer  of any Trust  Preferred
     Security not made in accordance with this Trust Agreement shall be null and
     void. A Trust Preferred  Security may be transferred,  in whole or in part,
     to a Person  who takes  delivery  in the form of  another  Trust  Preferred
     Security as provided in this Section 5.4.

          (h) Prior to the Resale Restriction  Termination Date, Trust Preferred
     Securities  may only be  transferred  in a  minimum  aggregate  Liquidation
     Amount of $100,000.  Any attempted  transfer of Trust Preferred  Securities
     having an  aggregate  Liquidation  Amount of less  than  $100,000  shall be
     deemed to be void and of no legal  effect  whatsoever.  Any such  purported
     transferee  shall be  deemed  not to be a Holder  of such  Trust  Preferred
     Securities for any purpose,  including,  but not limited to, the receipt of
     Distributions  on such  Trust  Preferred  Securities,  and  such  purported
     transferee  shall be deemed to have no  interest  whatsoever  in such Trust
     Preferred Securities.

          (i)  Subsequent  to the Resale  Restriction  Termination  Date,  Trust
     Preferred  Securities  may  only  be  transferred  in a  minimum  aggregate
     Liquidation  Amount of $100,000.  Any attempted transfer of Trust Preferred
     Securities subsequent to the Resale Restriction  Termination Date having an
     aggregate  Liquidation  Amount of less than $100,000  shall be deemed to be
     void and of no legal effect whatsoever. Any such purported transferee shall
     be deemed not to be a Holder of such  Trust  Preferred  Securities  for any
     purpose,  including,  but not limited to, the receipt of  Distributions  on
     such Trust


                                      -27-

<PAGE>

     Preferred Securities, and such purported transferee shall be deemed to have
     no interest whatsoever in such Trust Preferred Securities.

     Section  5.5  Mutilated,   Destroyed,   Lost  or  Stolen  Trust  Securities
                   -------------------------------------------------------------
Certificates.
------------

     If (a) any mutilated Trust Securities  Certificate  shall be surrendered to
the  Trust or in the case of the  Trust  Preferred  Securities  to the  Property
Trustee  or the  Securities  Registrar,  or if the  Trust or, in the case of the
Trust  Preferred  Securities the Property  Trustee or the Securities  Registrar,
shall receive evidence to its satisfaction of the destruction,  loss or theft of
any Trust  Securities  Certificate;  and (b)  there  shall be  delivered  to the
Administrative  Trustees or in the case of the Trust Preferred Securities to the
Property  Trustee such  security or indemnity as may be required by them to save
each of them harmless,  then in the absence of notice that such Trust Securities
Certificate   shall  have  been   acquired  by  a  bona  fide   purchaser,   the
Administrative  Trustees,  or any one of them,  on  behalf  of the  Trust  shall
execute and make available for delivery,  in exchange for or in lieu of any such
mutilated,  destroyed, lost or stolen Trust Securities Certificate,  a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section 5.5, 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.  Any duplicate  Trust  Securities  Certificate  issued
pursuant  to  this  Section  5.5  shall  constitute  conclusive  evidence  of an
undivided  beneficial  interest  in the  assets of the Trust,  as if  originally
issued,   whether  or  not  the  lost,  stolen  or  destroyed  Trust  Securities
Certificate shall be found at any time.

     Section 5.6 Person Deemed Securityholders.
                 -----------------------------

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

     Section 5.7 Access to List of Securityholders' Names and Addresses.
                 ------------------------------------------------------

     At any time when the Property  Trustee is not also acting as the Securities
Registrar,  the Administrative  Trustees or the Depositor shall furnish or cause
to be furnished to the Property  Trustee (a) within five  Business  Days of each
record  date,  a list,  in such  form as the  Property  Trustee  may  reasonably
require, of the names and addresses of the Securityholders as of the most recent
record date; and (b) promptly after receipt by any Administrative Trustee or the
Depositor of a request therefor from the Property Trustee in order to enable the
Property  Trustee to discharge its obligations  under this Trust  Agreement,  in
each case to the extent such  information is in the possession or control of the
Administrative  Trustees or the  Depositor  and is not identical to a previously
supplied list or has not otherwise been received by the Property  Trustee in its
capacity  as  Securities  Registrar.   The  rights  of  the  Securityholders  to
communicate with other  Securityholders  with respect to their rights under this
Trust Agreement or under the Trust Securities,  and the corresponding  rights of
the  Property  Trustee  shall be as provided in the Trust  Indenture  Act.  Each
Holder, by receiving and holding a Trust Securities  Certificate shall be


                                      -28-

<PAGE>

deemed to have agreed not to hold the  Depositor,  the  Property  Trustee or the
Administrative  Trustees accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

     Section 5.8 Maintenance of Office or Agency.
                 -------------------------------

     The  Trust  shall  maintain,  or cause  to be  maintained,  in  location(s)
designated  by the  Administrative  Trustees,  an office or offices or agency or
agencies where Trust Preferred  Securities  Certificates  may be surrendered for
registration  of transfer or exchange  and where  notices and demands to or upon
the Trustees in respect of the Trust Securities  Certificates may be served. The
Administrative  Trustees  initially  designate the Corporate Trust Office of the
Property Trustee, as the principal corporate trust office for such purposes. The
Administrative  Trustees shall give prompt  written notice to the Depositor,  to
the Property Trustee and to the Securityholders of any change in the location of
the Securities Register or any such office or agency.

     Section 5.9 Appointment of Paying Agent.
                 ---------------------------

     The Paying  Agent  shall make  Distributions  to  Securityholders  from the
Payment  Account  and shall  report  the  amounts of such  Distributions  to the
Property Trustee and the  Administrative  Trustees.  Any Paying Agent shall have
the revocable  power to withdraw funds from the Payment  Account for the purpose
of making the Distributions  referred to above. The Administrative  Trustees may
revoke such power and remove the Paying  Agent if such  Administrative  Trustees
determine in their sole discretion that it would be in the best interests of the
Trust or that the Paying  Agent  shall have  failed to perform  its  obligations
under this Trust  Agreement  in any  material  respect.  The Paying  Agent shall
initially  be the  Property  Trustee,  and any  co-paying  agent  chosen  by the
Property  Trustee,  and  acceptable  to  the  Administrative  Trustees  and  the
Depositor.  Any Person  acting as Paying  Agent shall be  permitted to resign as
Paying Agent upon 30 days' written notice to the  Administrative  Trustees,  the
Property Trustee and the Depositor. In the event that the Property Trustee shall
no longer be the Paying  Agent or a successor  Paying  Agent shall resign or its
authority  to act be  revoked,  the  Administrative  Trustees  shall  appoint  a
successor that is acceptable to the Property Trustee and the Depositor to act as
Paying Agent.  The  Administrative  Trustees shall cause such  successor  Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or  additional  Paying Agent shall agree with the Trustees  that as Paying
Agent,  such  successor  Paying Agent or additional  Paying Agent shall hold all
sums,  if any,  held by it for payment to the  Securityholders  in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such  Securityholders.  The Paying Agent shall return all unclaimed funds to the
Property  Trustee and, upon removal of a Paying  Agent,  such Paying Agent shall
also return all funds in its possession to the Property Trustee.  The provisions
of Sections 8.2, 8.4 and 8.7 hereof shall apply to the Property  Trustee also in
its role as  Paying  Agent,  for so long as the  Property  Trustee  shall act as
Paying Agent and, to the extent applicable,  to any other Paying Agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.


                                      -29-

<PAGE>

     Section 5.10 Ownership of Common Securities by Depositor.
                  -------------------------------------------

     On the Closing Date, the Depositor shall acquire and retain  beneficial and
record ownership of all of the Common Securities then issued by the Trust, in an
amount  equal to at least 3% of the total  capital of the Trust.  To the fullest
extent permitted by law, any attempted  transfer of the Common Securities (other
than a transfer in connection  with a merger or  consolidation  of the Depositor
into another  corporation  pursuant to Section 12.1 of the  Indenture)  shall be
void. The Administrative Trustees shall cause each Common Securities Certificate
issued to the Depositor to contain a legend stating "TO THE EXTENT  PERMITTED BY
APPLICABLE LAW THIS  CERTIFICATE IS NOT  TRANSFERABLE  EXCEPT IN COMPLIANCE WITH
SECTION 5.10 OF THE TRUST AGREEMENT."

     Section 5.11 Trust Securities Certificates.
                  -----------------------------

          (a) Trust Preferred Securities  Certificates  representing a specified
     number  of Trust  Preferred  Securities  shall  be  issued  to the  Persons
     entitled  thereto  in the form of  Definitive  Trust  Preferred  Securities
     Certificates.

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

          (c)  Nothing  in  this  Section  5.11  withstanding,  if at  any  time
     subsequent  to the  date of  issuance  of the  Definitive  Trust  Preferred
     Securities Certificates, a majority (based upon Liquidation Amounts) of the
     Trust Securities then Outstanding  request  registration of such Definitive
     Trust Preferred  Securities  Certificates with the Depository Trust Company
     ("DTC"),  then all Holders  shall  submit the  Definitive  Trust  Preferred
     Securities   Certificates   to  the   Administrative   Trustees   and   the
     Administrative   Trustees   shall  collect  and  otherwise  do  all  things
     reasonably required to so register such Trust Preferred Securities with the
     DTC  as  book-entry  only   non-certificated   Trust  Preferred  Securities
     ("Registration").  Upon  Registration,  whether or not the Definitive Trust
     Preferred Securities Certificates have been submitted to the Administrative
     Trustees  pursuant to this Section 5.11(c),  all Definitive Trust Preferred
     Securities  Certificates shall be deemed cancelled and all Trust Securities
     then Outstanding shall be issued as book-entry only non-certificated  Trust
     Preferred  Securities.  In the event the Trust Preferred  Securities are to
     become  book-entry in accordance with this Section  5.11(c),  the Depositor
     and  the  Administrative   Trustees  shall  be  authorized  to  amend  this
     Agreement,  as  provided  in  Section  10.2(b),  with  the  consent  of the
     Securities Registrar,  such consent not to be unreasonably  withheld, so as
     to permit the issuance of a global  Trust  Preferred  Certificate  that (i)
     shall  represent,  and  shall  be  denominated  in an  amount  equal to the
     aggregate  principal amount of the outstanding Trust Preferred  Securities,
     (ii) shall be registered in the name of DTC or its nominee,  (iii) shall be
     executed and  authenticated in accordance with such amendment and delivered
     by the Administrative  Trustees to DTC or pursuant to its instruction,  and
     (iv) shall bear a legend substantially as set forth in such amendment. Such
     amendment  shall  contain  such  other  provisions  as  are  customary  for
     declarations  of  trust  containing   securities  that  may  be  issued  in
     book-entry form.


                                      -30-

<PAGE>

     Section 5.12 [Reserved.]
                  -----------

     Section 5.13 Rights of Securityholders.
                  -------------------------

          (a) The legal title to the Trust Property is vested exclusively in the
     Property  Trustee (in its capacity as such) in accordance  with Section 2.9
     hereof, and the  Securityholders  shall not have any right or title therein
     other than the  undivided  beneficial  interest  in the assets of the Trust
     conferred  by their Trust  Securities  and they shall have no right to call
     for any  partition or division of property,  profits or rights of the Trust
     except as described below. The Trust Securities shall be personal  property
     giving  only the rights  specifically  set forth  therein and in this Trust
     Agreement. The Trust Securities shall have no preemptive or similar rights.
     When  issued and  delivered  to Holders of the Trust  Preferred  Securities
     against  payment  of the  purchase  price  therefor,  the  Trust  Preferred
     Securities  shall  be  fully  paid and  nonassessable  preferred  undivided
     beneficial  interests in the assets of the Trust.  The Holders of the Trust
     Preferred Securities, in their capacities as such, shall be entitled to the
     same limitation of personal  liability  extended to stockholders of private
     corporations for profit organized under the General  Corporation Law of the
     State of Delaware.

          (b) For so long as any Trust Preferred  Securities remain Outstanding,
     if, upon a Debenture Event of Default,  the Debenture  Trustee fails or the
     holders  of not  less  than  25% in  principal  amount  of the  outstanding
     Debentures  fail to declare the  principal of all of the  Debentures  to be
     immediately  due and  payable,  the Holders of at least 25% in  Liquidation
     Amount of the Trust Preferred  Securities then Outstanding  shall have such
     right by a notice in writing to the Depositor  and the  Debenture  Trustee;
     and upon any such  declaration  such  principal  amount of and the  accrued
     interest on all of the Debentures shall become immediately due and payable,
     provided  that the payment of  principal  and  interest on such  Debentures
     shall remain subordinated to the extent provided in the Indenture.

          (c) For so long as any Trust Preferred  Securities remain Outstanding,
     upon a Debenture  Event of Default arising from the failure to pay interest
     or  principal  on  the  Debentures,  the  Holders  of any  Trust  Preferred
     Securities then Outstanding  shall, to the fullest extent permitted by law,
     have the right to directly institute proceedings for enforcement of payment
     to such  Holders of  principal  of or interest on the  Debentures  having a
     principal  amount equal to the  Liquidation  Amount of the Trust  Preferred
     Securities of such Holders.

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

     Section 6.1 Limitations on Voting Rights.
                 ----------------------------

          (a) Except as  otherwise  provided  in this  Section  6.1, in Sections
     5.13,  8.11 and 10.2 hereof and in the Indenture and as otherwise  required
     by law,  no Holder of Trust  Preferred  Securities  shall have any right to
     vote or in any manner otherwise control the


                                      -31-

<PAGE>

     administration, operation and management of the Trust or the obligations of
     the parties  hereto,  nor shall anything  herein set forth, or contained in
     the terms of the  Trust  Securities  Certificates,  be  construed  so as to
     constitute the Securityholders  from time to time as partners or members of
     an association.

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

          (c) If any proposed  amendment to the Trust Agreement provides for, or
     the  Trustees  otherwise  propose  to  effect,  (i) any  action  that would
     adversely affect in any material respect the powers, preferences or special
     rights of the Holders of the Trust 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  Trust  Preferred
     Securities  as a class  shall  be  entitled  to vote on such  amendment  or
     proposal and such amendment or proposal shall not be effective  except with
     the approval of the Holders of at least a Majority in Liquidation Amount of
     the  Outstanding  Trust  Preferred  Securities.  No amendment to this Trust
     Agreement  may be made if, as a result of such  amendment,  the Trust would
     cease to be  classified  as a grantor  trust or would be  classified  as an
     association  taxable as a corporation  for United States federal income tax
     purposes.

     Section 6.2 Notice of Meetings.
                 ------------------

     Notice  of all  meetings  of the  Holder/Holders  of  the  Trust  Preferred
Securities,  stating the time, place and purpose of the meeting,  shall be given
by the Administrative Trustees pursuant to Section 10.8 hereof to each Holder of
the Trust Preferred Securities of record, at his registered


                                      -32-

<PAGE>

address,  at least 15 days and not more than 90 days before the meeting.  At any
such  meeting,  any business  properly  before the meeting may be so  considered
whether or not stated in the notice of the meeting. Any adjourned meeting may be
held as adjourned without further notice.

     Section 6.3 Meetings of Holder/Holders of the Trust Preferred Securities.
                 -------------------------------------------------------------

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

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

          (c) If a quorum is present at a meeting,  an  affirmative  vote by the
     Holders of the Trust Preferred  Securities of record present,  in person or
     by  proxy,  holding  not  less  than  a  majority  of the  Trust  Preferred
     Securities  (based upon their  aggregate  Liquidation  Amount)  held by the
     Holders of the Trust  Preferred  Securities  of record  present,  either in
     person or by proxy,  at such  meeting  shall  constitute  the action of the
     Securityholders,  unless this Trust Agreement  requires a greater number of
     affirmative votes.

     Section 6.4 Voting Rights.
                 --------------

     Securityholders   shall  be  entitled  to  one  vote  for  each  $1,000  of
Liquidation  Amount  represented by their Trust  Securities (with any fractional
multiple  thereof rounded up or down as the case may be to the closest  integral
multiple) in respect of any matter as to which such Securityholders are entitled
to vote.

     Section 6.5 Proxies, etc.
                 -------------

     At any  meeting of  Securityholders,  any  Securityholder  entitled to vote
thereat may vote by proxy, provided that no proxy, shall be voted at any meeting
unless it shall have been placed on file with the  Administrative  Trustees,  or
with such other officer or agent of the Trust as the Administrative Trustees may
direct,  for  verification  prior to the time at which such vote shall be taken.
Only Holders 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 Securityholder  shall be deemed valid unless  challenged at
or prior to its exercise,  and, the burden of proving  invalidity  shall rest on
the challenger.  No proxy shall be valid more than three years after its date of
execution.


                                      -33-

<PAGE>

     Section 6.6 Securityholder Action by Written Consent.
                 -----------------------------------------

     Any action which may be taken by  Securityholders at a meeting may be taken
without a meeting if  Securityholders  holding  not less than a majority  of all
Outstanding  Trust Securities  (based upon their aggregate  Liquidation  Amount)
entitled to vote in respect of such action,  or such larger  proportion  thereof
(based  upon their  aggregate  Liquidation  Amount) as shall be  required by any
express  provision  of this  Trust  Agreement,  shall  consent  to the action in
writing.

     Section 6.7 Record Date for Voting and Other Purposes.
                 -----------------------------------------

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

     Section 6.8 Acts of Securityholders.
                 ------------------------

          (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 Securityholders may be embodied in and evidenced by
     one or more  instruments  of  substantially  similar  tenor  signed by such
     Securityholders  in person or by an agent duly  appointed in writing;  and,
     except as otherwise  expressly  provided  herein,  such action shall become
     effective  when  such   instrument  or  instruments  are  delivered  to  an
     Administrative  Trustee.  Such  instrument or  instruments  (and the action
     embodied therein and evidenced thereby) are herein sometimes referred to as
     the "Act" of the  Securityholders  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 6.8.

          (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 his individual  capacity,  such  certificate or affidavit  shall
     also constitute sufficient proof of his authority. The fact and date of the
     execution of any such instrument or writing, or the authority of the Person
     executing  the  same,  may also be proved  in any  other  manner  which any
     Trustee receiving the same deems sufficient.

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

          (d) Any request, demand,  authorization,  direction,  notice, consent,
     waiver or other Act of the  Securityholder of any Trust Security shall bind
     every   future


                                      -34-

<PAGE>

     Securityholder  of the same Trust Security and the  Securityholder of every
     Trust  Security  issued upon the  registration  of  transfer  thereof or in
     exchange  therefor or in lieu thereof in respect of anything done,  omitted
     or  suffered to be done by the  Trustees or the Trust in reliance  thereon,
     whether or not notation of such action is made upon such Trust Security.

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

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

     Section 6.9 Inspection of Records.
                 ----------------------

     Upon  reasonable  notice to the  Administrative  Trustees  and the Property
Trustee,  the records of the Trust shall be open to  inspection at the principal
executive office of the Trust (as indicated in Section 2.2 hereof) by Holders of
the Trust  Securities  during normal  business hours for any purpose  reasonably
related to such Securityholder's interest as a Securityholder.

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

     Section 7.1  Representations  and  Warranties  of the Bank and the Property
                  --------------------------------------------------------------
Trustee.
--------

     The Bank and the Property  Trustee,  each  severally on behalf of and as to
itself, as of the date hereof,  and each successor  Property Trustee at the time
of the successor  Property  Trustee's  acceptance of its appointment as Property
Trustee hereunder (in the case of a successor Property Trustee,  the term "Bank"
as used herein shall be deemed to refer to such  successor  Property  Trustee in
its separate  capacity),  hereby represents and warrants (as applicable) for the
benefit of the Depositor and the Securityholders that:

          (a) the Bank is a  national  banking  association  with its  principal
     place of  business  in the  State of  Delaware  and is duly  organized  and
     validly  existing  under the laws of the United  States of America or, with
     respect  to  a  successor  Property  Trustee,  either  a  national  banking
     association or a state chartered bank and trust company;

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


                                      -35-

<PAGE>

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

          (d) the execution, delivery and performance by the Property Trustee of
     this Trust Agreement has been duly authorized by all necessary corporate or
     other action on the part of the  Property  Trustee and does not require any
     approval  of  stockholders  of the Bank and such  execution,  delivery  and
     performance  shall not (i)  violate  the Bank's  charter or  by-laws;  (ii)
     violate any provision of, or constitute, with or without notice or lapse of
     time, a default under, or result in the creation or imposition of, any Lien
     on any properties included in the Trust Property pursuant to the provisions
     of, any indenture,  mortgage, credit agreement,  license or other agreement
     or  instrument  to which the Property  Trustee or the Bank is a party or by
     which  it is  bound;  or  (iii)  violate  any  law,  governmental  rule  or
     regulation of the United  States or the State of Delaware,  as the case may
     be,  governing  the  banking  or trust  powers of the Bank or the  Property
     Trustee  (as  appropriate  in  context)  or any order,  judgment  or decree
     applicable to the Property Trustee or the Bank;

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

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

          (g) the Property  Trustee is a Person  eligible  pursuant to the Trust
     Indenture  Act to act as such and has a combined  capital and surplus of at
     least $50,000,000.

     Section 7.2 Representations and Warranties of the Delaware Bank and
                 -------------------------------------------------------
the Resident Trustee.
---------------------

     The Delaware Bank and the Resident Trustee, each severally on behalf of and
as to itself, as of the date hereof,  and each successor Resident Trustee at the
time of the successor Resident  Trustee's  acceptance of appointment as Resident
Trustee  hereunder  (the  term  "Delaware  Bank"  being  used to  refer  to such
successor  Resident  Trustee  in  its  separate  corporate   capacity),   hereby


                                      -36-

<PAGE>

represents and warrants (as applicable) for the benefit of the Depositor and the
Securityholders that:

          (a) the  Delaware  Bank is either a national  banking  association  or
     Delaware banking  corporation duly organized,  validly existing and in good
     standing  under  applicable  laws of the United  States of America  and the
     State of Delaware;

          (b) the Resident Trustee has full 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  Resident  Trustee and  constitutes  the valid and legally
     binding  agreement  of  the  Resident  Trustee  enforceable  against  it in
     accordance with its terms,  subject to bankruptcy,  insolvency,  fraudulent
     transfer,   reorganization,   moratorium   and  similar   laws  of  general
     applicability  relating to or  affecting  creditors,  rights and to general
     equity principles;

          (d) the execution, delivery and performance by the Resident Trustee of
     this Trust Agreement has been duly authorized by all necessary corporate or
     other action on the part of the  Resident  Trustee and does not require any
     approval of stockholders of the Delaware Bank and such execution,  delivery
     and  performance  shall not (i)  violate  the  Delaware  Bank's  charter or
     by-laws;  (ii) violate any  provision  of, or  constitute,  with or without
     notice or lapse of time,  a default  under,  or result in the  creation  or
     imposition  of, any Lien on any  properties  included in the Trust Property
     pursuant to the provisions of, any indenture,  mortgage,  credit agreement,
     license or other  agreement or instrument to which the Delaware Bank or the
     Resident  Trustee is a party or by which it is bound;  or (iii) violate any
     law,  governmental  rule or regulation of the United States or the State of
     Delaware,  as the case may be, governing the banking or trust powers of the
     Delaware Bank or the Resident  Trustee (as  appropriate  in context) or any
     order,  judgment or decree  applicable to the Delaware Bank or the Resident
     Trustee;

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

          (f) there are no  proceedings  pending or, to the best of the Resident
     Trustee's  knowledge,  threatened against or affecting the Delaware Bank or
     the  Resident  Trustee in any court or before any  governmental  authority,
     agency or  arbitration  board or  tribunal  which,  individually  or in the
     aggregate,  would  materially  and  adversely  affect  the  Trust


                                       -37-

<PAGE>

     or would question the right, power and authority of the Resident Trustee to
     enter into or perform its  obligations  as one of the  Trustees  under this
     Trust Agreement.

     Section 7.3 Representations and Warranties of Depositor.
                 --------------------------------------------

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

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

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

                                  ARTICLE VIII

                                    TRUSTEES

     Section 8.1 Number of Trustees.
                 -------------------

     The  number of Trustees initially shall be Five (5), and:

          (a) at any time  before  the  issuance  of any Trust  Securities,  the
     Company  may, by written  instrument,  increase  or decrease  the number of
     Trustees; and

          (b) after the issuance of any Trust Securities, the number of Trustees
     may be  increased  or  decreased  by vote of the  Holders of a Majority  in
     Liquidation  Amount of the Common Securities voting as a class at a meeting
     of the Holders of the Common Securities or pursuant to written consent;

provided,  however,  that, the number of Trustees shall in no event be less than
Five (5); provided further that (1) one Resident Trustee,  which, in the case of
a natural  person,  shall be a person who is a resident of the State of Delaware
or that, if not a natural person,  is an entity which has its principal place of
business in the State of  Delaware;  (2) there shall be at least one Trustee who
is an officer of the Company and who shall serve as an  Administrative  Trustee;
and (3) one Trustee shall be the Property Trustee, and such Property Trustee may
also serve as Resident Trustee if it meets the applicable requirements.

          (c) If a Trustee  ceases to hold  office for any reason and the number
     of  Administrative  Trustees is not reduced  pursuant to Section  8.1(a) or
     (b), or if the number of Trustees is increased  pursuant to Section  8.1(a)
     or (b), a vacancy  shall occur.  The vacancy shall be filled with a Trustee
     appointed in accordance with Section 8.11 hereof.


                                      -38-

<PAGE>

          (d)  The  death,   resignation,   retirement,   removal,   bankruptcy,
     incompetence  or  incapacity  to perform the duties of a Trustee  shall not
     operate to  terminate,  dissolve or annul the Trust.  Whenever a vacancy in
     the number of  Administrative  Trustees shall occur,  until such vacancy is
     filled by the appointment of an  Administrative  Trustee in accordance with
     Section 8.11 hereof, the Administrative  Trustees in office,  regardless of
     their number (and  notwithstanding  any other provision of this Agreement),
     shall have all the powers granted to the Administrative  Trustees and shall
     discharge all the duties imposed upon the  Administrative  Trustees by this
     Trust Agreement.

     Section 8.2 Certain Duties and Responsibilities.
                 ------------------------------------

          (a) The  duties  and  responsibilities  of the  Trustees  shall  be as
     provided by this Trust Agreement and, in the case of the Property  Trustee,
     also  by the  Trust  Indenture  Act,  if  applicable.  Notwithstanding  the
     foregoing,  no provision of this Trust  Agreement shall require any 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.  No  Administrative
     Trustee nor the Resident  Trustee  shall be liable for its act or omissions
     hereunder  except  as a  result  of its own  gross  negligence  or  willful
     misconduct.  The Property Trustee's liability shall be determined under the
     Trust  Indenture  Act,  if  applicable,  and  as  provided  by  this  Trust
     Agreement. Whether or not therein expressly so provided, every provision of
     this Trust Agreement  relating to the conduct or affecting the liability of
     or affording  protection to the Trustees shall be subject to the provisions
     of this Section 8.2. To the extent that, at law or in equity, a Trustee has
     duties (including fiduciary duties) and liabilities relating thereto to the
     Trust or to the  Securityholders,  such Trustee  shall not be liable to the
     Trust or to any  Securityholder  for such  Trustee's good faith reliance on
     the  provisions  of this  Trust  Agreement.  The  provisions  of this Trust
     Agreement, to the extent that they restrict the duties and liabilities of a
     Trustee otherwise existing at law or in equity, are agreed by the Depositor
     and the  Securityholders  to replace such other duties and liabilities of a
     Trustee, as the case may be.

          (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 legally make  payments in accordance
     with the terms hereof.  Each  Securityholder,  by its acceptance of a Trust
     Security, agrees that it shall 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 8.2(b) does
     not limit the liability of the Trustees  expressly  set forth  elsewhere in
     this Trust Agreement or, in the case of the Property Trustee,  in the Trust
     Indenture Act, if applicable.


                                      -39-

<PAGE>

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

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

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

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

          (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 hereof and except to the extent otherwise required by
               law; and

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

     Section 8.3 Certain Notices.
                 ----------------

          (a)  Within  five  Business  Days after a  Responsible  Officer of the
     Property  Trustee has actual  knowledge of the  occurrence  of any Event of
     Default,  the Property  Trustee  shall  transmit,  in the manner and to the
     extent provided in Section 10.8 hereof,  notice of such Event of Default to
     the Securityholders,  the Administrative Trustees and the Depositor, unless
     such Event of Default shall have been cured or waived. For purposes of this
     Section 8.3, the term "Event of Default"  means any event that is, or after
     notice or lapse of time or both would become, an Event of Default.


                                      -40-

<PAGE>

          (b) The Administrative Trustees shall transmit, to the Securityholders
     in the manner and to the extent provided in Section 10.8 hereof,  notice of
     the  Depositor's  election to begin or further extend an Extended  Interest
     Payment  Period on the  Debentures  (unless such  election  shall have been
     revoked)  within the time  specified  for  transmitting  such notice to the
     holders of the Debentures pursuant to the Indenture as originally executed.

     Section 8.4 Certain Rights of the Property Trustee.
                 ---------------------------------------

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

          (b) if (i) in  performing  its duties under this Trust  Agreement  the
     Property  Trustee is  required  to decide  between  alternative  courses of
     action;  or  (ii)  in  construing  any  of the  provisions  of  this  Trust
     Agreement,  the Property  Trustee finds the same ambiguous or  inconsistent
     with other provisions  contained  herein;  or (iii) the Property Trustee is
     unsure of the application of any provision of this Trust  Agreement,  then,
     except as to any matter as to which the Holders are  entitled to vote under
     the terms of this Trust  Agreement,  the Property  Trustee  shall deliver a
     notice to the Depositor requesting written instructions of the Depositor as
     to the  course of action to be taken and the  Property  Trustee  shall take
     such action,  or refrain from taking such action,  as the Property  Trustee
     shall be instructed  in writing to take, or to refrain from taking,  by the
     Depositor; provided, however, that if the Property Trustee does not receive
     such  instructions of the Depositor  within ten (10) Business Days after it
     has delivered such notice,  or such  reasonably  shorter period of time set
     forth in such  notice  (which to the extent  practicable  shall not be less
     than two (2) Business Days), it may, but shall be under no duty to, take or
     refrain from taking such action not inconsistent  with this Trust Agreement
     as  it  shall   deem   advisable   and  in  the  best   interests   of  the
     Securityholders,  in  which  event  the  Property  Trustee  shall  have  no
     liability except for its own bad faith, negligence or willful misconduct;

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

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


                                      -41-

<PAGE>

          (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, except as provided in Section 4.5 hereof or any
     filing  under  tax or  securities  laws) or any  rerecording,  refiling  or
     reregistration thereof;

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

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

          (h) the Property Trustee shall not be bound to make any  investigation
     into the facts or matters stated in any resolution, certificate, statement,
     instrument,  opinion,  report, notice,  request,  consent, order, approval,
     bond,  debenture,  note or other evidence of indebtedness or other paper or
     document,  but the  Property  Trustee  may make  such  further  inquiry  or
     investigation  into such facts or matters as it may  determine  in its sole
     discretion to be appropriate;

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

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

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


                                      -42-

<PAGE>

     jurisdiction in which it shall be illegal, or in which the Property Trustee
     shall be unqualified or incompetent in accordance  with  applicable law, to
     perform any such act or acts, or to exercise any such right, power, duty or
     obligation.  No  permissive  power or  authority  available to the Property
     Trustee shall be construed to be a duty.

     Section 8.5 Not Responsible for Recitals or Issuance of Securities.

     The  Recitals  contained  herein and in the Trust  Securities  Certificates
shall be taken as the  statements  of the Trust,  and the Trustees do not assume
any responsibility for their correctness.  The Trustees shall not be accountable
for the use or application by the Depositor of the proceeds of the Debentures.

     Section 8.6 May Hold Securities.
                 --------------------

     Any  Trustee  or any  other  agent  of any  Trustee  or the  Trust,  in its
individual  or any other  capacity,  may  become  the owner or  pledgee of Trust
Securities  and,  subject to Sections 8.9 and 8.14 hereof 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 8.7 Compensation; Indemnity; Fees.
                 ------------------------------

     The  Depositor agrees:

          (a) to pay to the Trustees from time to time  reasonable  compensation
     for all services rendered by them hereunder (which  compensation  shall not
     be  limited  by any  provision  of law in regard to the  compensation  of a
     trustee of an express trust), in the case of the Property  Trustee,  as set
     forth  in a  written  agreement  between  the  Depositor  and the  Property
     Trustee;

          (b) except as otherwise  expressly  provided herein,  to reimburse the
     Trustees upon request for all documented 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 its agents and counsel),  except any
     such  expense,  disbursement  or  advance  as may be  attributable  to such
     Trustee's  negligence,  bad faith or willful misconduct (or, in the case of
     the  Administrative  Trustees or the Resident  Trustee,  any such  expense,
     disbursement  or advance as may be  attributable  to its,  his or her gross
     negligence, bad faith or willful misconduct); and

          (c) to indemnify each of the Trustees or any predecessor  Trustee for,
     and to hold the  Trustees  harmless  against,  any  loss,  damage,  claims,
     liability, penalty or expense of any kind or nature whatsoever, arising out
     of or in connection  with the  acceptance or  administration  of this Trust
     Agreement, 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,  except any such expense,  disbursement or
     advance as may be attributable to such Trustee's  negligence,  bad faith or
     willful misconduct (or, in the case of the  Administrative  Trustees or the
     Resident Trustee, any such expense,


                                      -43-

<PAGE>

     disbursement  or advance as may be  attributable  to its,  his or her gross
     negligence, bad faith or willful misconduct).

     No Trustee,  other than the Property Trustee,  may claim any Lien or charge
on any Trust Property as a result of any amount due and unpaid  pursuant to this
Section 8.7.

     Section 8.8 Corporate Property Trustee Required; Eligibility of Trustees.
                 -------------------------------------------------------------

          (a) There  shall at all times be a  Property  Trustee  hereunder  with
     respect to the Trust  Securities.  The Property  Trustee  shall be a Person
     that is eligible pursuant to the Trust Indenture Act, as applicable, to act
     as such and has a combined capital and surplus of at least $50,000,000.  If
     any such Person publishes reports of condition at least annually,  pursuant
     to law or to the  requirements of its  supervising or examining  authority,
     then for the purposes of this Section 8.8, the combined capital and surplus
     of such Person  shall be deemed to be its  combined  capital and surplus as
     set forth in its most recent  report of condition so  published.  If at any
     time the Property  Trustee with respect to the Trust Securities shall cease
     to be eligible in  accordance  with the  provisions of this Section 8.8, it
     shall  resign  immediately  in the manner  and with the effect  hereinafter
     specified  in this  Article  VIII.  The  Property  Trustee and the Resident
     Trustee may be the same Person.

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

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

     Section 8.9 Conflicting Interests.
                 ----------------------

     If the Property  Trustee has or shall  acquire any  "conflicting  interest"
within the meaning of Section  310(b) of the Trust  Indenture  Act, the Property
Trustee  and the  Holder of the  Common  Securities  (as if it were the  obligor
referred to in Section 310(b) of the Trust  Indenture Act) shall in all respects
comply with the provisions of Section 310(b) of the Trust  Indenture Act, if the
Trust Indenture Act is then applicable to the Indenture.

     Section 8.10 Co-Trustees and Separate Trustee.
                  ---------------------------------

          (a) Unless an Event of Default shall have occurred and be  continuing,
     at any time or times, for the purpose of meeting the legal  requirements of
     the Trust  Indenture Act, if then  applicable,  or of any  jurisdiction  in
     which  any  part of the  Trust  Property  may at the time be  located,  the
     Depositor shall have power to appoint,  and upon the written request of the
     Property  Trustee,  the  Depositor  shall  for such  purpose  join with the


                                      -44-

<PAGE>

     Property  Trustee  in  the  execution,  delivery  and  performance  of  all
     instruments  and  agreements  necessary  or proper to appoint,  one or more
     Persons  approved  by the  Property  Trustee  either to act as  co-trustee,
     jointly  with  the  Property  Trustee,  of all or any  part of  such  Trust
     Property,  or to the extent  required by law to act as separate  trustee of
     any such  property,  in either  case with such powers as may be provided in
     the instrument of appointment, and to vest in such Person or Persons in the
     capacity aforesaid, any property, title, right or power deemed necessary or
     desirable,  subject to the other  provisions  of this Section  8.10. If the
     Depositor  does not  join in such  appointment  within  15 days  after  the
     receipt  by it of a  request  so to do,  or in case a  Debenture  Event  of
     Default has occurred and is  continuing,  the Property  Trustee alone shall
     have power to make such  appointment.  Any  co-trustee or separate  trustee
     appointed  pursuant  to this  Section  8.10  shall  either be (i) a natural
     person who is at least 21 years of age and a resident of the United States;
     or (ii) a legal entity with its  principal  place of business in the United
     States that shall act through one or more persons  authorized  to bind such
     entity.

          (b) Should any written  instrument  from the  Depositor be required by
     any co-trustee or separate  trustee so appointed for more fully  confirming
     to such  co-trustee or separate  trustee such property,  title,  right,  or
     power, any and all such instruments  shall,  conform to the terms set forth
     herein.

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

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

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

          (iii)The Property  Trustee at any time,  by an  instrument  in writing
               executed by it, with the written  concurrence  of the  Depositor,
               may  accept  the  resignation  of or  remove  any  co-trustee  or
               separate trustee  appointed under this Section 8.10, and, in case
               a Debenture Event of Default has occurred


                                      -45-

<PAGE>

               and is continuing,  the Property  Trustee shall have the power to
               accept the  resignation  of, or remove,  any such  co-trustee  or
               separate  trustee without the concurrence of the Depositor.  Upon
               the written request of the Property Trustee,  the Depositor shall
               join with the  Property  Trustee in the  execution,  delivery and
               performance of all instruments and agreements necessary or proper
               to effectuate  such  resignation  or removal.  A successor to any
               co-trustee  or  separate  trustee so  resigned  or removed may be
               appointed in the manner provided in this Section 8.10.

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

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

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

     Section 8.11 Resignation and Removal; Appointment of Successor.
                  --------------------------------------------------

          (a) No resignation or removal of any Trustee (the "Relevant  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
     hereof.

          (b)  Subject to the  immediately  preceding  paragraph,  the  Relevant
     Trustee  may  resign at any time with  respect to the Trust  Securities  by
     giving written notice thereof to the Securityholders.  If the instrument of
     acceptance by the successor Trustee required by Section 8.12 shall not have
     been  delivered to the Relevant  Trustee within 30 days after the giving of
     such notice of  resignation,  the  Relevant  Trustee may  petition,  at the
     expense  of the  Depositor,  any court of  competent  jurisdiction  for the
     appointment  of a  successor  Relevant  Trustee  with  respect to the Trust
     Securities.

          (c) Unless a Debenture  Event of Default  shall have  occurred  and be
     continuing,  any Trustee may be removed at any time by Act of the Holder of
     Common Securities.  If a Debenture Event of Default shall have occurred and
     be continuing,  the Property  Trustee or the Resident  Trustee,  or both of
     them,  may be removed at such time by Act of the  Holders of a Majority  in
     Liquidation  Amount of the Trust  Preferred  Securities,  delivered  to the
     Relevant  Trustee (in its individual  capacity and on behalf of the Trust).
     An  Administrative  Trustee  may be  removed  by the  Holder of the  Common
     Securities at any time.

          (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 cause,  at a time when no  Debenture  Event of  Default  shall have
     occurred and be continuing,  the Holder of the Common Securities, by Act of
     the Holder of the Common  Securities  delivered  to the  retiring  Trustee,
     shall promptly appoint a successor  Trustee or Trustees with respect


                                      -46-

<PAGE>

     to the Trust  Securities  and the Trust,  and the  successor  Trustee shall
     comply with the  applicable  requirements  of Section 8.12  hereof.  If the
     Property Trustee or the Resident Trustee shall resign, be removed or become
     incapable  of  continuing  to act as the  Property  Trustee or the Resident
     Trustee,  as the case may be, at a time when a  Debenture  Event of Default
     shall  have  occurred  and  is  continuing,  the  Holders,  by  Act  of the
     Securityholders  of a Majority in Liquidation Amount of the Trust Preferred
     Securities then  Outstanding  delivered to the retiring  Relevant  Trustee,
     shall  promptly  appoint a  successor  Relevant  Trustee or  Trustees  with
     respect to the Trust Securities and the Trust,  and such successor  Trustee
     shall comply with the applicable requirements of Section 8.12 hereof. If an
     Administrative  Trustee  shall  resign,  be removed or become  incapable of
     acting  as  Administrative  Trustee,  at a time when a  Debenture  Event of
     Default  shall have  occurred and be  continuing,  the Holder of the Common
     Securities,  by Act of the Holder of the Common Securities  delivered to an
     Administrative  Trustee, shall promptly appoint a successor  Administrative
     Trustee or Administrative Trustees with respect to the Trust Securities and
     the Trust,  and such  successor  Administrative  Trustee or  Administrative
     Trustees  shall  comply with the  applicable  requirements  of Section 8.12
     hereof.  If no  successor  Relevant  Trustee  with  respect  to  the  Trust
     Securities  shall  have  been so  appointed  by the  Holder  of the  Common
     Securities or the Holders of the Trust  Preferred  Securities  and accepted
     appointment   in  the  manner   required  by  Section  8.12   hereof,   any
     Securityholder  who has been a  Securityholder  of Trust  Securities for at
     least the past six (6)  consecutive  months on  behalf of  himself  and all
     others  similarly  situated may petition a court of competent  jurisdiction
     for the  appointment  of a successor  Relevant  Trustee with respect to the
     Trust Securities.

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

          (f) Notwithstanding the foregoing or any other provision of this Trust
     Agreement,  in the event any  Administrative  Trustee or a Resident Trustee
     who is a natural  person dies or becomes,  in the opinion of the Depositor,
     incompetent  or   incapacitated,   the  vacancy   created  by  such  death,
     incompetence  or  incapacity  may be filled by (a) the unanimous act of the
     remaining Administrative Trustees if there are at least two of them; or (b)
     otherwise by the Depositor  (with the successor in each case being a Person
     who satisfies the eligibility  requirement for  Administrative  Trustees or
     Resident Trustee, as the case may be, set forth in Section 8.8 hereof).

     Section 8.12 Acceptance of Appointment by Successor.
                  ---------------------------------------

          (a) In case  of the  appointment  hereunder  of a  successor  Relevant
     Trustee with respect to the Trust  Securities  and the Trust,  the retiring
     Relevant  Trustee and each successor  Relevant  Trustee with respect to the
     Trust  Securities  shall execute and deliver an instrument  hereto  wherein
     each successor  Relevant  Trustee shall accept such  appointment  and which
     shall  contain  such  provisions  as shall be  necessary  or  desirable  to
     transfer and confirm to, and to vest in, each  successor  Relevant  Trustee
     all the rights,


                                      -47-

<PAGE>

     powers,  trusts and duties of the retiring Relevant Trustee with respect to
     the Trust  Securities  and the Trust and upon the execution and delivery of
     such instrument the resignation or removal of the retiring Relevant Trustee
     shall  become  effective  to the  extent  provided  therein  and each  such
     successor  Relevant  Trustee,  without any further act, deed or conveyance,
     shall become vested with all the rights,  powers,  trusts and duties of the
     retiring  Relevant  Trustee  with respect to the Trust  Securities  and the
     Trust; but, on request of the Trust or any successor  Relevant Trustee such
     retiring  Relevant Trustee shall duly assign,  transfer and deliver to such
     successor  Relevant  Trustee all Trust Property,  all proceeds  thereof and
     money held by such retiring  Relevant Trustee hereunder with respect to the
     Trust Securities and the Trust.

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

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

     Section 8.13 Merger, Conversion, Consolidation or Succession to Business.
                  ------------------------------------------------------------

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

     Section 8.14 Preferential Collection of Claims Against Depositor or Trust.
                  -------------------------------------------------------------

     If and when the Property Trustee or the Resident Trustee shall be or become
a  creditor  of the  Depositor  or the  Trust  (or any  other  obligor  upon the
Debentures  or the Trust  Securities),  the  Property  Trustee  or the  Resident
Trustee,  as the case may be,  shall be subject  to and shall  take all  actions
necessary in order to comply with the provisions of the Trust  Indenture Act, if
applicable,  regarding the  collection of claims  against the Depositor or Trust
(or any such other obligor).

     Section 8.15 Reports by Property Trustee.
                  ----------------------------

          (a) The  Property  Trustee  shall  transmit  to  Securityholders  such
     reports  concerning  the Property  Trustee and its actions under this Trust
     Agreement as may be required  pursuant to the Trust  Indenture Act, if then
     applicable,  at the times and in the manner provided  pursuant  thereto (it
     being understood that, with respect to Section 313 thereof,  no such report
     shall be  required  if none of the  events  set forth in such  Section  has
     occurred during the period to which such report would relate).


                                      -48-

<PAGE>

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

          (c) The  Property  Trustee  covenants  and agrees to transmit by mail,
     first class postage prepaid, to the Holders of Trust Preferred  Securities,
     as their  names  and  addresses  appear  on the  Securities  Register,  any
     information,  documents  and  reports  required  to be  transmitted  by the
     Company  pursuant to subsection (b) of Section 8.16, as soon as practicable
     after the receipt of such information from the Company.

     Section 8.16 Reports to the Property Trustee.
                  --------------------------------

          (a) If applicable,  the Depositor and the  Administrative  Trustees on
     behalf of the Trust shall provide to the Property  Trustee such  documents,
     reports and  information as required by Section 314 of the Trust  Indenture
     Act, if  applicable,  and the  compliance  certificate  required by Section
     314(a) of the Trust  Indenture  Act in the form,  in the  manner and at the
     times required by Section 314 of the Trust Indenture Act.

          (b) The  Company  covenants  and agrees to  transmit  to the  Property
     Trustee in the same form as filed with the  Federal  Reserve (i) its annual
     audited consolidated  financial statements within 90 days following the end
     of its fiscal year and (ii) its quarterly consolidated financial statements
     within 45 days after the end of the first  three  fiscal  quarters  of each
     fiscal year; provided,  however, that if subsequent to the date hereof, the
     Company  shall become  subject to the reporting  obligations  under Section
     13(a) or Section  15(d) of the  Exchange  Act,  the Company  shall  instead
     transmit to the Property Trustee the information, documents and reports the
     Company is required to file with the  Securities  and  Exchange  Commission
     pursuant to Section 13(a) or Section 15(d) of the Exchange Act.

     Section 8.17 Evidence of Compliance with Conditions Precedent.
                  -------------------------------------------------

     If at any time  after the date  hereof  the  Indenture  is  required  to be
qualified  under  the  Trust  Indenture  Act,  each  of the  Depositor  and  the
Administrative  Trustees  on behalf of the Trust shall  provide to the  Property
Trustee such  evidence of  compliance  with any  conditions  precedent,  if any,
provided for in this Trust Agreement that relate to any of the matters set forth
in  Section  314(c) of the Trust  Indenture  Act.  Any  certificate  or  opinion
required to be given by an officer  pursuant to Section  314(c)(1)  of the Trust
Indenture Act shall be given in the form of an Officers' Certificate.

     Section 8.18 Delegation of Power.
                  --------------------

          (a) Any  Administrative  Trustee may, by power of attorney  consistent
     with applicable  law,  delegate to any other natural person over the age of
     21 his or her power for the purpose of executing any documents contemplated
     in Section 2.7(a) hereof; and

          (b) The Administrative Trustees shall have power to delegate from time
     to time to such of  their  number  or to the  Depositor  the  doing of such
     things  and the  execution  of such  instruments  either in the name of the
     Trust or the  names of the  Administrative  Trustees  or  otherwise  as the
     Administrative Trustees may deem


                                      -49-

<PAGE>

     expedient,  to the extent such  delegation is not  prohibited by applicable
     law or contrary to the  provisions  of this Trust  Agreement,  as set forth
     herein.

     Section 8.19 Voting.
                  -------

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

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

     Section 9.1 Termination Upon Expiration Date.
                 ---------------------------------

     Unless earlier  dissolved,  the Trust shall  automatically  dissolve on the
date which is one month from  receipt of final  payment due under the  Indenture
(the  "Expiration  Date") and thereafter  shall distribute the Trust Property in
accordance with Section 9.4 hereof.

     Section 9.2 Early Termination.
                 ------------------

     The first to occur of any of the following events is an "Early  Termination
Event",  at which time the Trust  shall  dissolve  and  commence  winding up its
affairs:"

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

          (b)  delivery  of written  direction  to the  Property  Trustee by the
     Depositor at any time (which  direction  is wholly  optional and within the
     discretion of the  Depositor,  subject to Depositor  having  received prior
     approval  of the Board of  Governors  of the Federal  Reserve  System if so
     required under applicable  guidelines,  policies or regulations thereof) to
     dissolve the Trust and distribute the Debentures to the  Securityholders in
     exchange for the Trust Securities in accordance with Section 9.4 hereof;

          (c)  the  redemption  of all  of the  Trust  Preferred  Securities  in
     connection  with the  redemption of all of the  Debentures  (whether upon a
     Debenture Redemption Date or the maturity of the Debentures); or

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

     Section 9.3 Termination.
                 ------------

     The respective  obligations  and  responsibilities  of the Trustees and the
Trust created and continued  hereby shall  terminate upon the latest to occur of
the following:  (a) the distribution by the Property Trustee to  Securityholders
upon the  liquidation of the Trust  pursuant to Section 9.4 hereof,  or upon the
redemption of all of the Trust Securities pursuant to Section 4.2 hereof, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b)


                                      -50-

<PAGE>

the  payment  of any  expenses  owed  by the  Trust;  (c) the  discharge  of all
administrative duties of the Administrative Trustees,  including the performance
of  any  tax   reporting   obligations   with   respect  to  the  Trust  or  the
Securityholders;  and (d) the filing of a  Certificate  of  Cancellation  by the
Administrative Trustees under the Delaware Business Trust Act.

     Section 9.4 Liquidation.
                 ------------

          (a) If an Early Termination Event specified in clause (a), (b), or (d)
     of  Section  9.2 occurs or upon the  Expiration  Date,  the Trust  shall be
     liquidated  by the  Trustees in  accordance  with their  respective  duties
     hereunder as provided herein as expeditiously as the Trustees  determine to
     be possible by distributing, after satisfaction of liabilities to creditors
     of the Trust as provided by applicable law, to each  Securityholder  a Like
     Amount of  Debentures,  subject to Section  9.4(d).  Notice of  liquidation
     shall  be  given by the  Property  Trustee  by  first-class  mail,  postage
     prepaid,  mailed  not  less  than 30 nor  more  than 60 days  prior  to the
     Liquidation  Date to each  Holder  of  Trust  Securities  at such  Holder's
     address  appearing in the Securities  Register.  All notices of liquidation
     shall:

          (i)  state the Liquidation Date;

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

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

          (b) Except where Section 9.2(c) or 9.4(d) applies,  in order to effect
     the  liquidation  of  the  Trust  and  distribution  of the  Debentures  to
     Securityholders,  the Property  Trustee  shall  establish a record date for
     such  distribution  (which  shall  be not  more  than 45 days  prior to the
     Liquidation  Date) and,  either itself acting as exchange  agent or through
     the  appointment  of  a  separate  exchange  agent,  shall  establish  such
     procedures  as it shall  deem  appropriate  to effect the  distribution  of
     Debentures in exchange for the Outstanding Trust Securities Certificates.

          (c)  Except  where  Section  9.2(c)  or  9.4(d)  applies,   after  the
     Liquidation  Date, (i) the Trust Securities shall no longer be deemed to be
     Outstanding;  (ii)  certificates  representing  a Like Amount of Debentures
     shall be issued to Holders of Trust Securities  Certificates upon surrender
     of such  certificates  to the  Administrative  Trustees  or their agent for
     exchange;  (iii) any Trust  Securities  Certificates not so surrendered for
     exchange shall be deemed to represent a Like Amount of Debentures, accruing
     interest  at the  rate  provided  for  in  the  Debentures  from  the  last
     Distribution Date on which a Distribution was made on such Trust Securities
     Certificates  until such  certificates  are so surrendered  (and until such
     certificates are so surrendered, no payments of interest or principal shall
     be made to Holders of Trust  Securities  Certificates  with respect to such
     Debentures);   and


                                      -51-

<PAGE>

     (iv) all rights of  Securityholders  holding Trust  Securities shall cease,
     except  the  right  of such  Securityholders  to  receive  Debentures  upon
     surrender of Trust Securities Certificates.

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

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

     The  Trust  may not  merge  with or into,  consolidate,  amalgamate,  or be
replaced  by,  or  convey,   transfer  or  lease  its   properties   and  assets
substantially as an entirety to any corporation or other Person, except pursuant
to this  Section 9.5. At the request of the  Depositor,  with the consent of the
Administrative  Trustees  and  without  the  consent of the Holders of the Trust
Preferred  Securities,  the Property Trustee or the Resident Trustee,  the Trust
may merge  with or into,  consolidate,  amalgamate,  be  replaced  by or convey,
transfer or lease its  properties and assets  substantially  as an entirety to a
trust organized as such under the laws of any state; provided, that:

          (a) such successor entity either:

          (i)  expressly  assumes  all of the  obligations  of  the  Trust  with
               respect to the Trust Preferred Securities; or

          (ii) substitutes for the Trust Preferred  Securities  other securities
               having  substantially  the  same  terms  as the  Trust  Preferred
               Securities (the "Successor  Securities") so long as the Successor
               Securities rank the same as the Trust  Preferred  Securities rank
               in priority  with  respect to  distributions  and  payments  upon
               liquidation, redemption and otherwise.


                                      -52-

<PAGE>

          (b) the  Depositor  expressly  appoints  a trustee  of such  successor
     entity possessing  substantially the same powers and duties as the Property
     Trustee as the holder of the Debentures;

          (c) the Successor  Securities  are listed or traded,  or any Successor
     Securities shall be listed or traded upon notification of issuance,  on any
     national  securities  exchange  or other  organization  on which  the Trust
     Preferred Securities are then listed or quoted, if any;

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

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

          (f) 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 Trust
               Preferred Securities  (including any Successor Securities) in any
               material respect; and

          (ii) following such merger, consolidation,  amalgamation, replacement,
               conveyance,  transfer  or  lease,  neither  the  Trust  nor  such
               successor  entity shall be required to register as an "investment
               company" under the Investment Company Act; and

          (g) the Depositor owns all of the common  securities of such successor
     entity and  guarantees the  obligations of such successor  entity under the
     Successor  Securities  at least to the  extent  provided  by the  Preferred
     Securities Guarantee.

Notwithstanding  the foregoing,  the Trust shall not, except with the consent of
Holders  of  100% in  Liquidation  Amount  of the  Trust  Preferred  Securities,
consolidate,  amalgamate,  merge  with or into,  or be  replaced  by or  convey,
transfer or lease its properties and assets  substantially as an entirety to any
other Person or permit any other Person to consolidate,  amalgamate,  merge with
or  into,  or  replace  it  if  such  consolidation,   amalgamation,  merger  or
replacement  would cause the Trust or the  successor  entity to be classified as
other than a grantor trust for United States federal income tax purposes.


                                      -53-

<PAGE>

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

     Section 10.1 Limitation of Rights of Securityholders.
                  ----------------------------------------

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

     Section 10.2 Amendment.
                  ----------

          (a) This  Trust  Agreement  may be  amended  from  time to time by the
     Administrative  Trustees  and the  Depositor,  without  the  consent of any
     Securityholders,  the  Property  Trustee or the  Resident  Trustee,  (i) as
     provided in Section 8.12 hereof with respect to acceptance  of  appointment
     by a successor Trustee;  (ii) to cure any ambiguity,  correct or supplement
     any provision  herein which may be  inconsistent  with any other  provision
     herein,  or to make  any  other  provisions  with  respect  to  matters  or
     questions   arising  under  this  Trust   Agreement,   that  shall  not  be
     inconsistent with the other provisions of this Trust Agreement; or (iii) to
     modify,  eliminate or add to any provisions of this Trust Agreement to such
     extent as shall be necessary  to ensure that the Trust shall be  classified
     for United  States  federal  income tax purposes as a grantor  trust at all
     times that any Trust Securities are outstanding or to ensure that the Trust
     shall not be  required to register  as an  "investment  company"  under the
     Investment Company Act; provided, however, that in the case of clause (ii),
     such  action  shall  not  adversely  affect  in any  material  respect  the
     interests of any Securityholder, and any amendments of this Trust Agreement
     shall become effective when notice thereof is given to the Securityholders,
     the Property Trustee and the Resident Trustee.

          (b) Except as provided in Section  6.1(c) or Section  10.2(c)  hereof,
     any provision of this Trust Agreement may be amended by the  Administrative
     Trustees  and  the  Depositor  (i)  with  the  consent  of  Securityholders
     representing not less than a majority (based upon  Liquidation  Amounts) of
     the  Trust  Securities  then  Outstanding;  and (ii)  upon  receipt  by the
     Trustees of an Opinion of Counsel to the effect that such  amendment or the
     exercise  of any power  granted to the  Trustees  in  accordance  with such
     amendment shall not affect the Trust's status as a grantor trust for United
     States federal income tax purposes or the Trust's  exemption from status of
     an "investment company" under the Investment Company Act.

          (c) In addition to and  notwithstanding  any other  provision  in this
     Trust Agreement,  without the consent of each affected Securityholder (such
     consent  being  obtained  in  accordance  with  Section  6.3 or Section 6.6
     hereof),  this Trust  Agreement may not be amended to (i) change the amount
     or  timing  of  any  Distribution  on the  Trust  Securities  or  otherwise
     adversely  affect the  amount of any  Distribution  required  to be


                                      -54-

<PAGE>

     made in respect of the Trust  Securities  as of a specified  date;  or (ii)
     restrict  the  right  of  a  Securityholder   to  institute  suit  for  the
     enforcement of any such payment on or after such date;  notwithstanding any
     other   provision   herein,   without   the   unanimous   consent   of  the
     Securityholders (such consent being obtained in accordance with Section 6.3
     or 6.6 hereof), this paragraph (c) of this Section 10.2 may not be amended.

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

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

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

          (g)  Notwithstanding  any other  provision  of this  Trust  Agreement,
     without the consent of the Property Trustee and/or the Resident Trustee, as
     applicable,  this Trust  Agreement  may not be amended in any  manner,  and
     neither the Property  Trustee nor the Resident Trustee shall be required to
     enter into any amendment to this Trust Agreement, which affects the rights,
     privileges,  powers,  duties,  obligations  or  immunities  of the Property
     Trustee or the  Resident  Trustee  under this Trust  Agreement or the Trust
     Securities. The Property Trustee shall be entitled to receive an Opinion of
     Counsel and an Officers' Certificate stating that any proposed amendment to
     this Trust Agreement is in compliance with this Trust Agreement.

     Section 10.3 Severability.
                  -------------

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

     Section 10.4 Governing Law.
                  --------------

     THIS  TRUST  AGREEMENT  AND  THE  RIGHTS  AND  OBLIGATIONS  OF  EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST  SECURITIES  SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF Delaware (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF).  PROVIDED,  HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE PARTIES
HEREUNDER  OR  THIS  TRUST  AGREEMENT  ANY  PROVISION  OF THE  LAWS  (COMMON  OR
STATUTORY)  OR THE STATE OF  DELAWARE  PERTAINING  TO TRUSTS  THAT  RELATE TO OR
REGULATE,  IN A MANNER  INCONSISTENT WITH THE TERMS HEREOF,  (A) THE FILING WITH
ANY COURT OR  GOVERNMENTAL


                                      -55-

<PAGE>

BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B)
AFFIRMATIVE  REQUIREMENTS  TO POST  BONDS  FOR  TRUSTEES,  OFFICERS,  AGENTS  OR
EMPLOYEES  OF  A  TRUST,   (C)  THE  NECESSITY  FOR  OBTAINING  COURT  OR  OTHER
GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL
OR PERSONAL  PROPERTY,  (D) FEES OR OTHER SUMS  PAYABLE TO  TRUSTEES,  OFFICERS,
AGENTS OR EMPLOYEES OF A TRUST,  (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES
TO INCOME OR  PRINCIPAL  (F)  RESTRICTIONS  OR  LIMITATIONS  ON THE  PERMISSIBLE
NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO
THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS OR (G)
THE   ESTABLISHMENT  OF  FIDUCIARY  OR  OTHER  STANDARDS  OF  RESPONSIBILITY  OR
LIMITATIONS  ON THE ACTS OR POWERS OF TRUSTEES  THAT ARE  INCONSISTENT  WITH THE
LIMITATIONS OR AUTHORITIES AND POWERS OF THE TRUSTEES  HEREUNDER AS SET FORTH OR
REFERENCED  IN THIS TRUST  AGREEMENT.  SECTION  3540 OF TITLE 12 OF THE DELAWARE
CODE SHALL NOT APPLY TO THE TRUST.  THE PARTIES HERETO HEREBY CONSENT TO (i) THE
NON-EXCLUSIVE  JURISDICTION  OF THE  COURTS  OF THE STATE OF  DELAWARE  AND (ii)
SERVICE OF PROCESS BY MAIL IN ACCORDANCE WITH SECTION 10.8 HEREOF.

     Section 10.5 Payments Due on Non-Business Day.
                  ---------------------------------

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business  Day,  then such payment need not be made on such date but may
be made on the next succeeding day which is a Business Day, except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day (and without any reduction of interest
or any other payment in respect of any such acceleration), in each case with the
same force and effect as though made on the date fixed for such payment,  and no
distribution shall accumulate thereon for the period after such date.

     Section 10.6 Successors.
                  -----------

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

     Section 10.7 Headings.
                  ---------

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

     Section 10.8 Reports, Notices and Demands.
                  -----------------------------

     Any report, notice, demand or other communication which by any provision of
this Trust  Agreement  is required or permitted to be given or served to or upon
any Securityholder or the


                                      -56-

<PAGE>

Depositor  may be given or served in  writing by  deposit  thereof,  first-class
postage  prepaid,  in  the  United  States  mail,  hand  delivery  or  facsimile
transmission,  in each case, addressed, (a) in the case of a Holder of the Trust
Preferred  Securities,  to such Holder of the Trust Preferred Securities as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Holder of the Common Securities or the Depositor,  to Florida
Banks, Inc., 5210 Belfort Road, Suite 310

     Jacksonville, Florida 32256 , Attention: Chief Executive Officer, facsimile
no.: (904)  296-2820.  Any notice to Holders of the Trust  Preferred  Securities
shall  also be given to such  owners as have,  within  two years  preceding  the
giving of such notice, filed their names and addresses with the Property Trustee
for that  purpose.  Such  notice,  demand  or other  communication  to or upon a
Securityholder  shall be deemed to have been sufficiently given or made, for all
purposes, upon hand delivery, mailing or transmission.

     Any notice,  demand or other  communication  which by any provision of this
Trust  Agreement  is required or  permitted to be given or served to or upon the
Trust, the Resident Trustee, the Property Trustee or the Administrative Trustees
shall be given in writing  addressed  (until another address is published by the
Trust) as follows: (a) with respect to the Property Trustee to Wells Fargo Bank,
National Association, 919 Market Street, Suite 700

     Wilmington, Delaware 19801 , Attention: Corporate Trust Administration; (b)
with respect to the Resident  Trustee,  to Wells Fargo Delaware Trust Company at
919 Market Street, Suite 700

     Wilmington,  Delaware  19801;  and (c)  with  respect  to the  Trust or the
Administrative  Trustees,  to them  at the  address  above  for  notices  to the
Depositor,  marked "Attention:  Administrative  Trustees of Capital Trust." Such
notice,  demand  or other  communication  to or upon  the  Trust,  the  Property
Trustee, the Resident 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,  the Resident  Trustee or the  Administrative
Trustees.

     Section 10.9 Agreement not to Petition.
                  --------------------------

     Each of the  Trustees  and the  Depositor  agrees  for the  benefit  of the
Securityholders  that,  until at least  one year and one day after the Trust has
been  terminated in accordance  with Article IX, they shall not file, or join in
the filing of, a petition  against the Trust under any  bankruptcy,  insolvency,
reorganization or other similar law (including,  without limitation,  the United
States Bankruptcy Code of 1978, as amended, collectively,  "Bankruptcy Laws") or
otherwise join in the commencement of any proceeding against the Trust under any
Bankruptcy  Law. In the event the Depositor or any of the Trustees  takes action
in violation of this Section 10.9, the Property Trustee agrees,  for the benefit
of Securityholders, that at the expense of the Depositor (which expense shall be
paid prior to the filing),  it shall file an answer with the bankruptcy court or
otherwise  properly contest the filing of such petition by the Depositor or such
Trustee  against  the Trust or the  commencement  of such  action  and raise the
defense  that the  Depositor  or such  Trustee has agreed in writing not to take
such action and should be estopped and precluded  therefrom.  The  provisions of
this Section 10.9 shall survive the termination of this Trust Agreement.


                                      -57-

<PAGE>

     Section 10.10 Applicability of Trust Indenture Act; Conflict.
                   -----------------------------------------------

          (a) Unless and until the  Indenture is required to be qualified  under
     the Trust Indenture Act so that the provisions thereof are applicable,  (i)
     the  provisions  of the  Trust  Indenture  Act do not  apply to this  Trust
     Agreement  and are not given  effect;  and (ii)  notwithstanding  any other
     provision of this Trust Agreement  (including without  limitation  Sections
     8.2(c),  8.4(b) and (i),  8.7(b) and 8.7(c)  hereof),  no Trustee  shall be
     liable for its own simple negligence,  but shall only be liable for its own
     gross negligence.

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

          (c) If any  provision  hereof  limits,  qualifies  or  conflicts  with
     another  provision  hereof  which is  required to be included in this Trust
     Agreement  by any of the  provisions  of the Trust  Indenture  Act, and the
     Trust  Indenture  Act is then  applicable  to this  Trust  Agreement,  such
     required provision shall control.  If any provision of this Trust Agreement
     modifies or excludes any provision of the Trust  Indenture Act which may be
     so modified or excluded,  the latter  provision shall be deemed to apply to
     this Trust Agreement as so modified or to be excluded,  as the case may be.
     The  application of the Trust  Indenture Act to this Trust  Agreement shall
     not  affect  the  nature  of the  Trust  Securities  as  equity  securities
     representing undivided beneficial interests in the assets of the Trust.

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

     THE RECEIPT AND ACCEPTANCE OF A TRUST  SECURITY OR ANY INTEREST  THEREIN BY
OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER,  WITHOUT ANY SIGNATURE
OR  FURTHER   MANIFESTATION  OF  ASSENT,   SHALL  CONSTITUTE  THE  UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL  INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST  AGREEMENT AND
AGREEMENT TO THE  SUBORDINATION  PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE  INDENTURE,   AND  SHALL  CONSTITUTE  THE  AGREEMENT  OF  THE  TRUST,   SUCH
SECURITYHOLDER  AND SUCH  OTHERS  THAT THE TERMS AND  PROVISIONS  OF THIS  TRUST
AGREEMENT  SHALL BE BINDING,  OPERATIVE  AND  EFFECTIVE AS BETWEEN THE TRUST AND
SUCH  SECURITYHOLDER  AND  SUCH  OTHERS.  WITHOUT  LIMITING  THE  FOREGOING,  BY
ACCEPTANCE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO
HAVE AGREED TO TREAT,  FOR ALL UNITED  STATES  FEDERAL  INCOME TAX AND FINANCIAL
ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST
PREFERRED  SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED  BENEFICIAL OWNERSHIP
INTEREST IN THE DEBENTURES.

                  [Remainder of Page Left Intentionally Blank]


                                      -58-

<PAGE>

     IN WITNESS  WHEREOF,  this Trust  Agreement is dated as set forth below and
effective as of the day and year first above written.

                                      Florida Banks, Inc.


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


                                      Wells Fargo Bank, National Association, as
                                      Property Trustee


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


                                      Wells Fargo Delaware Trust Company, as
                                      Resident Trustee


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


                                      ------------------------------------------
                                                             , As Administrative
                                      ----------------------
                                      Trustee


                                      -59-

<PAGE>

                                      ------------------------------------------
                                                             , As Administrative
                                      ----------------------
                                      Trustee


                                      ------------------------------------------
                                                             , As Administrative
                                      ----------------------
                                      Trustee


                                      -60-

<PAGE>

                                    EXHIBIT A
                          FORM OF CERTIFICATE OF TRUST
                                       OF
                          FLORIDA BANKS CAPITAL TRUST I


                                       A-1

<PAGE>

                                    EXHIBIT B

                       FORM OF COMMON SECURITY CERTIFICATE


                                       B-1

<PAGE>

                                    EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES


                                       C-1

<PAGE>

                                    EXHIBIT D

                FORM OF FLOATING RATE CUMULATIVE TRUST PREFERRED

                              SECURITY CERTIFICATE


                                       D-1

<PAGE>

                                    EXHIBIT E

                  FORM OF TRANSFEREE LETTER OF REPRESENTATIONS


                                       E-1

<PAGE>

                                    EXHIBIT F

                  FORM OF TRANSFEROR LETTER OF REPRESENTATIONS


                                       F-1