<PAGE>   1
                                                                     EXHIBIT 4.5


                             GLACIER BANCORP TRUST I


                      AMENDED AND RESTATED TRUST AGREEMENT

                                      among

                       GLACIER BANCORP INC., as Depositor,

                 WILMINGTON TRUST COMPANY, as Property Trustee,

                 WILMINGTON TRUST COMPANY, as Delaware Trustee,

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN



                          Dated as of____________, 2001

<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>                                                                                                     <C>
ARTICLE I DEFINED TERMS................................................................................     1
     SECTION 101     DEFINITIONS.......................................................................     1

ARTICLE II ESTABLISHMENT OF THE TRUST..................................................................     9
     SECTION 201     NAME..............................................................................     9
     SECTION 202     OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.......................     9
     SECTION 203     INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES...................     9
     SECTION 204     ISSUANCE OF THE TRUST PREFERRED SECURITIES........................................    10
     SECTION 205     ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF DEBENTURES........    10
     SECTION 206     TRUST PURPOSE.....................................................................    10
     SECTION 207     AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS..................................    10
     SECTION 208     ASSETS OF TRUST...................................................................    14
     SECTION 209     TITLE TO TRUST PROPERTY...........................................................    14

ARTICLE III PAYMENT ACCOUNT............................................................................    14
     SECTION 301     PAYMENT ACCOUNT...................................................................    14

ARTICLE IV DISTRIBUTIONS; REDEMPTION...................................................................    14
     SECTION 401     DISTRIBUTIONS.....................................................................    14
     SECTION 402     REDEMPTION........................................................................    15
     SECTION 403     SUBORDINATION OF COMMON SECURITIES................................................    17
     SECTION 404     PAYMENT PROCEDURES................................................................    18
     SECTION 405     TAX RETURNS AND REPORTS...........................................................    18
     SECTION 406     PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.......................................    18
     SECTION 407     PAYMENTS UNDER INDENTURE..........................................................    18

ARTICLE V TRUST SECURITIES CERTIFICATES................................................................    19
     SECTION 501     INITIAL OWNERSHIP.................................................................    19
     SECTION 502     THE TRUST SECURITIES CERTIFICATES.................................................    19
     SECTION 503     EXECUTION, AUTHENTICATION AND DELIVERY OF TRUST  SECURITIES CERTIFICATES..........    19
     SECTION 503A    GLOBAL CAPITAL SECURITY...........................................................    20
</TABLE>

                                       i
<PAGE>   3

<TABLE>
<S>                                                                                                     <C>
     SECTION 504     REGISTRATION OF TRANSFER AND EXCHANGE OF CAPITAL  SECURITIES CERTIFICATES.........    21
     SECTION 505     MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES................    22
     SECTION 506     PERSONS DEEMED SECURITYHOLDERS....................................................    22
     SECTION 507     ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES............................    23
     SECTION 508     MAINTENANCE OF OFFICE OR AGENCY...................................................    23
     SECTION 509     APPOINTMENT OF PAYING AGENT.......................................................    23
     SECTION 510     OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.......................................    24
     SECTION 511     TRUST SECURITIES CERTIFICATES.....................................................    24
     SECTION 512     NOTICES TO CLEARING AGENCY........................................................    24
     SECTION 513     RIGHTS OF SECURITYHOLDERS.........................................................    25

ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING...................................................    25
     SECTION 601     LIMITATIONS ON VOTING RIGHTS......................................................    25
     SECTION 602     NOTICE OF MEETINGS................................................................    26
     SECTION 603     MEETINGS OF CAPITAL SECURITYHOLDERS...............................................    26
     SECTION 604     VOTING RIGHTS.....................................................................    27
     SECTION 605     PROXIES, ETC......................................................................    27
     SECTION 606     SECURITYHOLDER ACTION BY WRITTEN CONSENT..........................................    27
     SECTION 607     RECORD DATE FOR VOTING AND OTHER PURPOSES.........................................    27
     SECTION 608     ACTS OF SECURITYHOLDERS...........................................................    28
     SECTION 609     INSPECTION OF RECORDS.............................................................    28

ARTICLE VII REPRESENTATIONS AND WARRANTIES.............................................................    29
     SECTION 701     REPRESENTATIONS AND WARRANTIES OF THE BANK AND  THE PROPERTY TRUSTEE..............    29
     SECTION 702     REPRESENTATIONS AND WARRANTIES OF THE DELAWARE  BANK AND THE DELAWARE TRUSTEE.....    30
     SECTION 703     REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.......................................    31

ARTICLE VIII TRUSTEES..................................................................................    31
     SECTION 801     CERTAIN DUTIES AND RESPONSIBILITIES...............................................    31
     SECTION 802     CERTAIN NOTICES...................................................................    33
     SECTION 803     CERTAIN RIGHTS OF PROPERTY TRUSTEE................................................    33
     SECTION 804     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES............................    35
     SECTION 805     MAY HOLD SECURITIES...............................................................    35
     SECTION 806     COMPENSATION; INDEMNITY; FEES.....................................................    35
</TABLE>


                                       ii
<PAGE>   4

<TABLE>
<S>                                                                                                     <C>
     SECTION 807     CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY  OF TRUSTEES.....................    36
     SECTION 808     CONFLICTING INTERESTS.............................................................    36
     SECTION 809     CO-TRUSTEES AND SEPARATE TRUSTEE..................................................    36
     SECTION 810     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.................................    38
     SECTION 811     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR............................................    39
     SECTION 812     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION  TO BUSINESS......................    40
     SECTION 813     PREFERENTIAL COLLECTION OF CLAIMS AGAINST  DEPOSITOR OR TRUST.....................    40
     SECTION 814     REPORTS BY PROPERTY TRUSTEE.......................................................    40
     SECTION 815     REPORTS TO THE PROPERTY TRUSTEE...................................................    41
     SECTION 816     EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT..................................    41
     SECTION 817     NUMBER OF TRUSTEES................................................................    41
     SECTION 818     DELEGATION OF POWER...............................................................    41
     SECTION 819     VOTING............................................................................    42

ARTICLE IX TERMINATION, LIQUIDATION AND MERGER.........................................................    42
     SECTION 901     TERMINATION UPON EXPIRATION DATE..................................................    42
     SECTION 902     EARLY TERMINATION.................................................................    42
     SECTION 903     TERMINATION.......................................................................    42
     SECTION 904     LIQUIDATION.......................................................................    43
     SECTION 905     MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR  REPLACEMENTS OF THE TRUST..............    44

ARTICLE X MISCELLANEOUS PROVISIONS.....................................................................    45
     SECTION 1001    LIMITATION OF RIGHTS OF SECURITYHOLDERS...........................................    45
     SECTION 1002    AMENDMENT.........................................................................    45
     SECTION 1003    SEPARABILITY......................................................................    46
     SECTION 1004    GOVERNING LAW.....................................................................    46
     SECTION 1005    PAYMENTS DUE ON NON-BUSINESS DAY..................................................    46
     SECTION 1006    SUCCESSORS........................................................................    47
     SECTION 1007    HEADINGS..........................................................................    47
     SECTION 1008    REPORTS, NOTICES AND DEMANDS......................................................    47
     SECTION 1009    AGREEMENT NOT TO PETITION.........................................................    48
     SECTION 1010    TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT............................    48
     SECTION 1011    ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE...................    48
</TABLE>


                                      iii
<PAGE>   5
<TABLE>
<S>                                                                                                     <C>
EXHIBIT A  CERTIFICATE OF TRUST                                                                           A-1

EXHIBIT B  FORM OF COMMON SECURITIES CERTIFICATE                                                          B-1

EXHIBIT C  FORM OF EXPENSE AGREEMENT                                                                      C-1

ARTICLE I                                                                                                 C-1
     SECTION 101     GUARANTEE BY THE COMPANY.                                                            C-1
     SECTION 102     TERM OF AGREEMENT.                                                                   C-1
     SECTION 103     WAIVER OF NOTICE.                                                                    C-2
     SECTION 104     NO IMPAIRMENT.                                                                       C-2
     SECTION 105     ENFORCEMENT.                                                                         C-2
     SECTION 106     SUBROGATION.                                                                         C-2

ARTICLE II                                                                                                C-3
     SECTION 201     DEFINITIONS.                                                                         C-3
     SECTION 202     BINDING EFFECT.                                                                      C-3
     SECTION 203     AMENDMENT.                                                                           C-3
     SECTION 204     NOTICES.                                                                             C-3
     SECTION 205     CHOICE OF LAW.                                                                       C-3

EXHIBIT D  FORM OF TRUST PREFERRED SECURITIES CERTIFICATE                                                 D-1

EXHIBIT E  CERTIFICATE OF AUTHENTICATION                                                                  E-1
</TABLE>


                                       iv
<PAGE>   6

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
        SECTION OF TRUST
     INDENTURE ACT OF 1939,
           AS AMENDED                            SECTION OF INDENTURE
     ----------------------                      --------------------
<S>                                              <C>
            310(a)(1)                                     807
            310(a)(2)                                     807
            310(a)(3)                                     807, 809
            310(a)(4)                                     207(a)(ii)
            310(b)                                        808
            311(a)                                        813
            311(b)                                        813
            312(a)                                        507
            312(b)                                        507
            312(c)                                        507
            313(a)                                        814(a)
            313(a)(4)                                     814(b)
            313(b)                                        814(b)
            313(c)                                        1008
            313(d)                                        814(c)
            314(a)                                        815
            314(b)                                        Not Applicable
            314(c)(1)                                     816
            314(c)(2)                                     816
            314(c)(3)                                     Not Applicable
            314(d)                                        Not Applicable
            314(e)                                        101, 816
            315(a)                                        801(a), 803(a)
            315(b)                                        802,1008
            315(c)                                        801(a)
            315(d)                                        801,803
            316(a)(2)                                     Not Applicable
            316(b)                                        Not Applicable
            316(c)                                        607
            317(a)                                        207(a)(ii)
            317(b)                                        510
            318(a)                                        1010
</TABLE>

Note:

This Cross-Reference Table does not constitute part of this Agreement and shall
not affect the interpretation of any of its terms or provisions.


                                       v
<PAGE>   7

                      AMENDED AND RESTATED TRUST AGREEMENT

         This AMENDED AND RESTATED TRUST AGREEMENT, dated as of____________,
2001 is entered into by and among (i) GLACIER BANCORP, INC., a Delaware
corporation (including any successors or assigns, the "Depositor"), (ii)
WILMINGTON TRUST COMPANY, a Delaware banking corporation with its principal
place of business in the State of Delaware, as property trustee (the "Property
Trustee" and, in its separate corporate capacity and not in its capacity as
Property Trustee, the "Bank"), (iii) WILMINGTON TRUST COMPANY, a Delaware
banking corporation with its principal place of business in the State of
Delaware, as Delaware trustee (the "Delaware Trustee," and, in its separate
corporate capacity and not in its capacity as Delaware Trustee, the "Delaware
Bank") (iv) James Strosahl, an individual, Michael J. Blodnick, an individual,
and Thomas E. Anderson, an individual, each of whose address is c/o Glacier
Bancorp, Inc. (each an "Administrative Trustee" and collectively the
"Administrative Trustees") (the Property Trustee, the Delaware Trustee and the
Administrative Trustees referred to collectively as the "Trustees"), and (v) the
several Holders (as hereinafter defined).

                                    RECITALS

         WHEREAS, the Depositor, the Delaware Trustee, and James Strosahl as an
Administrative Trustee, 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, dated as of November ___, 2000 (the "Original Trust
Agreement"), and by the execution and filing by the Delaware Trustee and the
Administrative Trustees with the Secretary of State of the State of Delaware of
the Certificate of Trust, filed on November ___, 2000, the form of which is
attached as Exhibit A; and

         WHEREAS, the Depositor, the Delaware Trustee, the Property Trustee and
the Administrative Trustees desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the issuance of the Common Securities (as defined 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
Underwriting 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 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 101 DEFINITIONS.

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

<PAGE>   8
         (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 608.

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

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

         "Administrative Trustee" means each of James Strosahl, Michael J.
Blodnick and Thomas E. Anderson, solely in his or her capacity as Administrative
Trustee of the Trust formed and continued hereunder and not in his or her
individual capacity, or such Administrative Trustee's successor in interest in
such capacity, or any successor trustee appointed as herein provided.

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

         "Authenticating Agent" means an authenticating agent with respect to
the Trust Preferred Securities appointed by the Property Trustee pursuant to
Section 503.

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

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

         (a) the entry of a decree or order by a court having jurisdiction in
the premises adjudging such Person a bankrupt or insolvent, or approving as
properly filed a petition seeking liquidation or reorganization of or in respect
of such Person under the United States Bankruptcy Code 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


                                       2
<PAGE>   9
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 60 consecutive days; or

         (b) the institution by such Person of proceedings to be adjudicated a
voluntary bankrupt, or the consent by such Person to the filing of a bankruptcy
proceeding against it, or the filing by such Person of a petition or answer or
consent seeking liquidation or reorganization under the United States Bankruptcy
Code 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 shall make a general assignment for the benefit of
creditors.

         "Bankruptcy Laws" has the meaning specified in Section 1009.

         "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 the State of Montana or Wilmington, Delaware 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 is closed for business.

         "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.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. Depositary shall be the initial Clearing Agency.

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

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

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

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the 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 Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $25.00 and having the rights
provided therefor in this Trust


                                       3
<PAGE>   10
Agreement, including the right to receive Distributions and a Liquidation
Distribution as provided herein.

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

         "Company" means Glacier Bancorp, Inc.

         "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 located at Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001, 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 Trustee" means Wilmington Trust Company, a Delaware banking
corporation with its principal place of business in the State of Delaware and
any successor thereto, as trustee under the Indenture.

         "Debentures" means the $____________ aggregate principal amount of the
Depositor's ____________% Subordinated Debentures due __________ 2031, issued
pursuant to the Indenture.

         "Definitive Trust Preferred Securities Certificates" means Trust
Preferred Securities Certificates issued in certified, fully registered form as
provided in Section 503.

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

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

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

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

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

         "Distribution Date" has the meaning specified in Section 401(a).

         "Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 401.


                                       4
<PAGE>   11
         "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

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

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

         (d) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Trustees in this Trust Agreement (other than a
covenant or warranty 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

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

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

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

         "Expiration Date" has the meaning specified in Section 901.

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

         "Global Trust Preferred Securities Certificate" means a Trust Preferred
Securities Certificate evidencing ownership of Global Trust Preferred
Securities.

         "Global Trust Preferred Security" means a Trust Preferred Security, the
ownership and transfer of which shall be made through book entries by a Clearing
Agency as described herein.

         "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and Wilmington Trust Company, 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.

         "Indenture" means the Indenture, dated as of ____________, 2001,
between the Depositor and the Debenture Trustee, as trustee, as amended or
supplemented from time to time.


                                       5
<PAGE>   12
         "Investment Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

         "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
termination 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.

         "Liquidation Amount" means the stated amount of $25.00 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 904(a).

         "Liquidation Distribution" has the meaning specified in Section 904(d).

         "Majority in Liquidation Amount of the Outstanding Trust Preferred
Securities" means, except as provided in the terms of the Trust Preferred
Securities or, except as provided by the Trust Indenture Act, a vote by
Holder(s) of Trust Preferred Securities, voting separately as a class, of more
than 50% of the Liquidation Amount (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accumulated and unpaid
Distributions to, but excluding, the date upon which the voting percentages are
determined) of all Outstanding Trust Preferred Securities.

         "Officers' Certificate" means a certificate signed by the 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
816 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


                                       6
<PAGE>   13

         (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 Delaware 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.

         "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 504, 505, 511 and 513;

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 so to the Depositor or any Affiliate
of the Depositor.

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 509 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 401 and
402.


                                       7
<PAGE>   14
         "Person" means any individual, corporation, partnership, joint venture,
trust, limited liability company or corporation, unincorporated organization or
government or any agency or political subdivision thereof.

         "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 and not in its
individual capacity, or its successor in interest in such capacity, or any
successor property trustee appointed as herein provided.

         "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the stated maturity
of the Debentures shall be a Redemption Date for a Like Amount of Trust
Securities.

         "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 810.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 504.

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

         "Trust" means the Delaware business trust created and continued hereby
and identified on the cover page to this Trust Agreement.

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
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 Security" means a preferred undivided beneficial
interest in the assets of the Trust, having a Liquidation Amount of $25.00 and
having the rights provided therefor in this Trust Agreement, including the right
to receive Distributions and a Liquidation Distribution as provided herein.


                                       8
<PAGE>   15
         "Trust Preferred Securities Certificate" means a certificate evidencing
ownership of Trust Preferred Securities, substantially in the form attached as
Exhibit D.

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

         "Underwriting Agreement" means the Underwriting Agreement, dated as
of____________, 2001, among the Trust, the Depositor and the Underwriters named
therein.

                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

         SECTION 201 NAME.

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

         SECTION 202 OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
BUSINESS.

         The address of the Delaware Trustee in the State of Delaware is Rodney
Square North, 1100 North Market Square, Wilmington, Delaware 19890-0001, Attn:
Corporate Trust Administration, or such other address in the State of Delaware
as the Delaware Trustee may designate by written notice to the Securityholders
and the Depositor. The principal executive office of the Trust is c/o Glacier
Bancorp, Inc., 49 Commons Loop, Kalispell, Montana 59901.

         SECTION 203 INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES.

         The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10.00, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses. Upon issuance of the Trust Preferred Securities, the $10.00 shall be
returned to the Depositor.


                                       9
<PAGE>   16
         SECTION 204 ISSUANCE OF THE TRUST PREFERRED SECURITIES.

         The Depositor, on behalf of the Trust and pursuant to the Original
Trust Agreement, executed and delivered the Underwriting Agreement.
Contemporaneously with the execution and delivery of this Trust Agreement, an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 502 and deliver in accordance with the Underwriting Agreement, Trust
Preferred Securities Certificates, registered in the name of Persons entitled
thereto in an aggregate amount of 1,400,000 Trust Preferred Securities having an
aggregate Liquidation Amount of $35,000,000 against receipt of the aggregate
purchase price of such Trust Preferred Securities of $35,000,000, which amount
such Administrative Trustee shall promptly deliver to the Property Trustee.

         SECTION 205 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 in
accordance with Section 502 and deliver to the Depositor, Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
Common Securities having an aggregate Liquidation Amount of $_________ 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
$____________, 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 $____________.

         SECTION 206 TRUST PURPOSE.

         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; and (b) to engage in those activities necessary, advisable or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it 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 Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Delaware Business Trust Act.

         SECTION 207 AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

         (a) The Trustees shall conduct the affairs of the Trust in accordance
with the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section 207 and Article VIII, and in accordance with the
following provisions (i) and (ii), the Administrative


                                       10
<PAGE>   17
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),
and the Property Trustee shall have the authority to act, each as set forth
below:

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

                           (D) assisting in the listing or quotation of the
                           Trust Preferred Securities upon the Nasdaq National
                           Market System or other automated quotation systems or
                           such securities exchange or exchanges as shall be
                           determined by the Depositor, the registration of the
                           Trust Preferred Securities under the Exchange Act,
                           the compliance with the listing or quotation
                           requirements of the Nasdaq National Market System,
                           other automated quotation systems or the applicable
                           securities exchange and the preparation and filing of
                           all periodic and other reports and other documents
                           pursuant to the foregoing;

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

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

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

                           (H) the taking of any and all actions 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


                                       11
<PAGE>   18
                           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

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

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

                           (A) the establishment of the Payment Account;

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


                                       12
<PAGE>   19
         (b) So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement; (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Securityholders,
except as expressly provided herein; (iii) take any action that would cause the
Trust to fail or cease to qualify as a "grantor trust" for United States federal
income tax purposes; (iv) incur any indebtedness for borrowed money or issue any
other debt; or (v) take or consent to any action that would result in the
placement of a Lien on 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 to assist the
Trust with respect to, or effect on behalf of the Trust, the following (and any
actions taken by the Depositor in furtherance of the following prior to the date
of this Trust Agreement are hereby ratified and confirmed in all respects):

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

                  (ii) the determination of the states in which to take
         appropriate action to qualify or, register for sale all or part of the
         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;

                  (iii) the preparation for filing by the Trust and execution on
         behalf of the Trust of an application to the Nasdaq National Market
         System or other automated quotation system or any securities exchange
         for listing or quotation upon notice of issuance of any Trust Preferred
         Securities and to file or cause an Administrative Trustee to file
         thereafter with such exchange or organization such notifications and
         documents as may be necessary from time to time;

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

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

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


                                       13
<PAGE>   20
         (d) Notwithstanding anything herein to the contrary, the 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 1002, the Depositor and the
Trustees are authorized to take any action, not inconsistent with applicable law
or this Trust Agreement, that each of the Depositor and the Trustees determines
in their discretion to be necessary or desirable for such purposes.

         SECTION 208 ASSETS OF TRUST.

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

         SECTION 209 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 301 PAYMENT ACCOUNT.

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

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

                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

         SECTION 401 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 the date of
issuance, and, except during any Extended


                                       14
<PAGE>   21
Interest Payment Period with respect to the Debentures, shall be payable
quarterly in arrears on the last calendar day of March, June, September and
December of each year, commencing on March 31, 2001. If any date on which a
Distribution is otherwise payable on the Trust Securities is not a Business Day,
then the payment of such Distribution shall be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, 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 (each date on which distributions are payable in accordance with
this Section 401(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 rate of ____% per annum of the Liquidation Amount of the Trust
Securities. The amount of Distributions payable for any full period shall be
computed on the basis of a 360-day year of twelve 30-day months. The amount of
Distributions for any partial period shall be computed on the basis of the
number of days elapsed in a 360-day year of twelve 30-day months. During any
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 and Additional Payments, if any.

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

         (d) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the record holders thereof as they appear
on the Securities Register for the Trust Securities on the relevant record date,
which shall be the Business Day immediately prior to the relevant Distribution
Date.

         SECTION 402 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
contained in such notice. All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the CUSIP number;


                                       15
<PAGE>   22

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

         (d) If the Property Trustee gives a notice of redemption in respect of
any Trust Preferred Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, the Property Trustee, subject to Section 402(c), shall, with
respect to Trust Preferred Securities held in global form, deposit with the
Clearing Agency for such Trust Preferred Securities, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Trust Preferred Securities to pay to the
appropriate beneficial holders. With respect to Trust Securities that are not
held in global form, the Property Trustee, subject to Section 402(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 record 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 on the relevant record
dates for the related Distribution Dates. If notice of redemption shall have
been given and funds deposited as required, then upon the date of such deposit,
(i) all rights of Securityholders holding Trust Securities so called for
redemption shall cease, except the right of such Securityholders to receive the
Redemption Price, (ii) such Securities shall cease to be Outstanding, (iii) the
Clearing Agency for the Trust Preferred Securities or its nominee, as the
registered Holder of the Global Trust Preferred Securities Certificate, shall
receive a registered global certificate or certificates representing the
Debentures to be delivered upon such distribution with respect to Trust
Preferred Securities held by the Clearing Agency or its nominee, and (iv) any
Trust Securities Certificates not held by the Clearing Agency for the Trust
Preferred Securities or its nominee as specified in clause (iii) above 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


                                       16
<PAGE>   23
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 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 on
the relevant record date, which shall be the date 15 days prior to the relevant
Redemption Date.

         (f) Subject to Section 403(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 $25 or an
integral multiple of $25 in excess thereof) of the Liquidation Amount of Trust
Preferred Securities of a denomination larger than $25. 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 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 403 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 402(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 available to the


                                       17
<PAGE>   24
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 record Holder of Common Securities, the
Depositor, 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 record holders of the Trust Preferred Securities and not
the record 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 404 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 or, if the Trust Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to the Clearing Agency in immediately
available funds, which will credit the relevant accounts on the applicable
Distribution Dates. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property Trustee and the
Common Securityholder.

         SECTION 405 TAX RETURNS AND REPORTS.

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

         SECTION 406 PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

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

         SECTION 407 PAYMENTS UNDER INDENTURE.


                                       18
<PAGE>   25
         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 513(b) or
(c) hereof.

                                    ARTICLE V
                          TRUST SECURITIES CERTIFICATES

         SECTION 501 INITIAL OWNERSHIP.

         Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 203 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 502 THE TRUST SECURITIES CERTIFICATES.

         The Trust Preferred Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25 in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of $25 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 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 504 and
511.

         SECTION 503 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 204 and 205, to be executed on behalf of the Trust by at least one of
the Administrative Trustees and delivered to or upon the written order of the
Depositor, signed by its chief executive officer, president, any vice president
or its treasurer without further corporate action by the Depositor, in
authorized denominations.

         (b) A Trust 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 Securities
Certificate has been authenticated under this Trust Agreement. Each Trust
Security Certificate shall be dated 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
Securities Certificates. The Property Trustee may appoint an Authenticating
Agent acceptable to the Trust to authenticate the Trust Securities. An
Authenticating Agent may authenticate the Trust Securities whenever the Property


                                       19
<PAGE>   26
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 503A GLOBAL TRUST PREFERRED SECURITY.

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

         (b) Notwithstanding any other provision in this Trust Agreement, no
Global Trust Preferred Security may be exchanged for Trust Preferred Securities
registered in the names of Persons other than the Depositary or its nominee
unless (i) the Depositary notifies the Debenture Trustee that it is unwilling or
unable to continue as a depositary for such Trust Preferred Securities and the
Depositor is unable to locate a qualified successor depositary, (ii) the
Depositor executes and delivers to the Trustee a written order stating that it
elects to terminate the book-entry system through the Depositary or (iii) there
shall have occurred and be continuing a Debenture Event of Default.

         (c) If a Trust Preferred Security is to be exchanged in whole or in
part for a beneficial interest in a Global Trust Preferred Security, then either
(i) such Global Trust Preferred Security shall be so surrendered for exchange or
cancellation as provided in this Article V or (ii) the Liquidation Amount
thereof shall be reduced or increased by an amount equal to the portion thereof
to be so exchanged or canceled, or equal to the Liquidation Amount of such other
Trust Preferred Securities of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Property Trustee, in accordance with the
rules and procedures of the Depositary for such Global Trust Preferred Security
(the "Applicable Procedures"), shall instruct the Clearing Agency or its
authorized representative to make a corresponding adjustment to its records.
Upon any such surrender or adjustment of a Global Trust Preferred Security by
the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees shall execute and the Property Trustee shall, subject to
Section 504(b) and as otherwise provided in this Article V, authenticate and
deliver any Trust Preferred Securities issuable in exchange for such Global
Trust Preferred Security (or any portion thereof) in accordance with the
instructions of the Clearing Agency. The Property Trustee shall not be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be fully protected in relying on, such instructions.

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

         (e) The Clearing Agency or its nominee, as the registered owner of a
Global Trust Preferred Security, shall be considered the Holder of the Trust
Preferred Securities represented by such Global Trust Preferred Security for all
purposes under this Trust Agreement and the


                                       20
<PAGE>   27
Trust Preferred Securities, and owners of beneficial interests in such Global
Trust Preferred Security shall hold such interests pursuant to the Applicable
Procedures and, except as otherwise provided herein, shall not be entitled to
receive physical delivery of any such Trust Preferred Securities in definitive
form and shall not be considered the Holders thereof under this Trust Agreement.
Accordingly, any such owner's beneficial interest in the Global Trust Preferred
Securities shall be shown only on, and the transfer of such interest shall be
effected only through, records maintained by the Clearing Agency or its nominee.
Neither the Property Trustee, the Securities Registrar nor Depositor shall have
any liability in respect of any transfers effected by the Clearing Agency.

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

         SECTION 504 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 508, a register or registers for the
purpose of registering Trust Securities Certificates and, subject to the
provisions of Section 503A, transfers and exchanges of Trust Preferred
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 510 in the case of the Common
Securities Certificates) and registration of transfers and exchanges of Trust
Preferred Securities Certificates as herein provided. The Property Trustee shall
be the initial Securities Registrar.

         (b) Subject to the provisions of Section 503A, upon surrender for
registration of transfer of any Trust Preferred Securities Certificate at the
office or agency maintained pursuant to Section 508, the Administrative Trustees
or anyone of them shall execute and deliver, 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
dated the date of execution by such Administrative Trustee or Trustees. The
Securities Registrar shall not be required to register the transfer of any Trust
Preferred Securities that have been called for redemption. At the option of a
record 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 508.

         (c) Every Trust Preferred Securities Certificate presented or
surrendered for registration of transfer or exchange, subject to the provisions
of Section 503A, shall be accompanied by a written instrument of transfer in
form satisfactory to the Property Trustee and the Securities Registrar duly
executed by the Holder or his attorney duly authorized in writing. 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


                                       21
<PAGE>   28
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.

         (d) 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.

         (e) 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. To the fullest extent permitted by law, 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 that is not a
Global 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 that
is not a Global Trust Preferred Security as provided in Section 504(a). A
beneficial interest in a Global Trust Preferred Security may be exchanged for a
Trust Preferred Security that is not a Global Trust Preferred Security only as
provided in Section 503A.

         SECTION 505 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES.

         If (a) any mutilated Trust Securities Certificate shall be surrendered
to the Securities Registrar, or if the Securities Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Securities Certificate; and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute and the Property Trustee in the case of a Trust Preferred
Securities Certificate shall authenticate 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 505, 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 505
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 506 PERSONS DEEMED SECURITYHOLDERS.

         The Trustees, the Paying Agent and the Securities Registrar shall treat
the Person in whose name any Trust Securities Certificate shall be registered in
the Securities Register as the owner of such Trust Securities Certificate for
the purpose of receiving Distributions and for all


                                       22
<PAGE>   29
other purposes whatsoever, and neither the Trustees nor the Securities Registrar
shall be bound by any notice to the contrary.

         SECTION 507 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES.

         At any time when the Property Trustee is not 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 Securityholders to communicate
with other Securityholders with respect to their rights under this Trust
Agreement or under the Trust Securities, and the corresponding rights and
obligations of the Property Trustee shall be as provided in the Trust Indenture
Act. Each Holder, by receiving and holding a Trust Securities Certificate, and
each owner of a beneficial interest in the Global Trust Preferred Securities
shall be deemed to have agreed not to hold the Depositor, the Property Trustee
or the Administrative Trustees accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was
derived.

         SECTION 508 MAINTENANCE OF OFFICE OR AGENCY.

         The Administrative Trustees shall maintain, or cause to be maintained,
in the City of New York, New York or Wilmington, Delaware or other location
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, Wilmington Trust Company, as the principal corporate trust
office for such purposes. The Administrative Trustees shall give prompt written
notice to the Depositor and to the Securityholders of any change in the location
of the Securities Register or any such office or agency.

         SECTION 509 APPOINTMENT OF PAYING AGENT.

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


                                       23
<PAGE>   30
permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative Trustees, the Property Trustee and the Depositor. In the event
that the Property Trustee shall no longer be the Paying Agent or a successor
Paying Agent shall resign or its authority to act be revoked, the Administrative
Trustees shall appoint a successor that is acceptable to the Property Trustee
and the Depositor to act as Paying Agent (which shall be a bank or trust
company). The Administrative Trustees shall cause such successor Paying Agent or
any additional Paying Agent appointed by the Administrative Trustees to execute
and deliver to the Trustees an instrument in which such successor Paying Agent
or additional Paying Agent shall agree with the Trustees that as Paying Agent,
such successor Paying Agent or additional Paying Agent 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 801, 803 and 806 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.

         SECTION 510 OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

         On the Closing Date, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities. To the fullest extent permitted
bylaw, 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 "THIS CERTIFICATE IS NOT TRANSFERABLE
EXCEPT IN COMPLIANCE WITH SECTION 5.10 OF THE TRUST AGREEMENT."

         SECTION 511 TRUST SECURITIES CERTIFICATES.

         (a) Upon their original issuance, Trust Preferred Securities
Certificates shall be issued in the form of one or more fully registered Trust
Preferred Securities Certificates which will be deposited with or on behalf of
the Clearing Agency and registered in the name of the Clearing Agency's nominee.
Unless and until it is exchangeable in whole or in part for the Trust Preferred
Securities in definitive form, a Global Trust Preferred Security may not be
transferred except as a whole by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or
another nominee of the Clearing Agency or by the Clearing Agency or any such
nominee to a successor of such Clearing Agency or a nominee of such successor.

         (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.

         SECTION 512 NOTICES TO CLEARING AGENCY.

         To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Trust Preferred Securities
are represented by a Global Trust


                                       24
<PAGE>   31
Preferred Securities Certificate, the Trustees shall give all such notices and
communications specified herein to be given to the Clearing Agency, and shall
have no obligations to provide notice to the owners of the beneficial interest
in the Global Trust Preferred Securities.

         SECTION 513 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 209, 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 in
Section 513(c) 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 interests in 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, any Holder 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 and of 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 601 LIMITATIONS ON VOTING RIGHTS.

         (a) Except as provided in this Section 601, in Sections 513, 810 and
1002 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 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.


                                       25
<PAGE>   32
         (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 the 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 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
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 602 NOTICE OF MEETINGS.

         Notice of all meetings of the Trust Preferred Securityholders, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 1008 to each Trust Preferred Securityholder of
record, at his registered address, at least 15 days and not more than 90 days
before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.

         SECTION 603 MEETINGS OF CAPITAL SECURITYHOLDERS.

         (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 Trust Preferred Securityholders are
entitled to vote upon the written request of the Trust


                                       26
<PAGE>   33
Preferred Securityholders 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
Trust Preferred Securityholders to vote on any matters as to which the Trust
Preferred Securityholders are entitled to vote.

         (b) Trust Preferred Securityholders of record of 33% 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
Trust Preferred Securityholders of record present, in person or by proxy,
holding more than 50% of the Liquidation Amount of the Trust Preferred
Securities held by such Trust Preferred Securityholders 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 604 VOTING RIGHTS.

         Securityholders shall be entitled to one vote for each $25.00 of
Liquidation Amount represented by their Trust Securities (with any fractional
multiple there of 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 605 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 of record shall be entitled to vote. When Trust Securities are held
jointly by several Persons, any one of them may vote at any meeting in person or
by proxy in respect of such Trust Securities, but if more than one of them shall
be present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be executed
by or on behalf of a 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.

         SECTION 606 SECURITYHOLDER ACTION BY WRITTEN CONSENT.

         Any action which may be taken by Securityholders at a meeting may be
taken without a meeting and without prior notice if Securityholders holding a
majority of all outstanding Trust Securities (based upon their aggregate
Liquidation Amount) entitled to vote in respect of such action (or such larger
proportion thereof as shall be required by any express provision of this Trust
Agreement) shall consent to the action in writing (based upon their aggregate
Liquidation Amount).

         SECTION 607 RECORD DATE FOR VOTING AND OTHER PURPOSES.


                                       27
<PAGE>   34
         For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting, or to act by written consent, or to
participate in any Distribution on the Trust Securities in respect of which a
record date is not otherwise provided for in this Trust Agreement, or for the
purpose of any other action, the Administrative Trustees 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 maybe, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

         SECTION 608 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 (subject to Section 801) conclusive in favor
of the Trustees, if made in the manner provided in this Section 608.

         (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 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.


                                       28
<PAGE>   35
         SECTION 609 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 202) by record holders of
the Trust Securities during normal business hours for any purpose reasonably
related to such record holder's interest as a record holder.

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

         SECTION 701 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 corporate capacity), hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

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

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

         (c) this Trust Agreement has been duly authorized, executed and
delivered by the 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 have been duly authorized by all necessary corporate or
other action on the part of the Property Trustee and do 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;


                                       29
<PAGE>   36
         (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 an
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 702 REPRESENTATIONS AND WARRANTIES OF THE DELAWARE BANK AND THE
DELAWARE TRUSTEE.

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

         (a) the Delaware Bank is a Delaware banking corporation with its
principal place of business in the State of Delaware, or, if a successor
Delaware Trustee, is a Delaware banking corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware;

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

         (c) this Trust Agreement has been duly authorized, executed and
delivered by the Delaware Trustee and constitutes the valid and legally binding
agreement of the Delaware 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 Delaware Trustee of
this Trust Agreement have been duly authorized by all necessary corporate or
other action on the part of the Delaware Trustee and do 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


                                       30
<PAGE>   37
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 Delaware Trustee is a party or by which it is bound; or
(iii) violate any law, governmental rule or regulation of the United States or
the State of Delaware, as the case may be, governing the banking or trust powers
of the Delaware Bank or the Delaware Trustee (as appropriate in context) or any
order, judgment or decree applicable to the Delaware Bank or the Delaware
Trustee;

         (e) neither the authorization, execution or delivery by the Delaware
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Delaware 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 Delaware 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 Delaware
Trustee's knowledge, threatened against or affecting the Delaware Bank or the
Delaware Trustee in any court or before any governmental authority, agency or
arbitration board or tribunal which, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of the Delaware Trustee to enter into or perform its obligations as
one of the Trustees under this Trust Agreement.

         SECTION 703 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
Delaware Trustee, as the case may be, of this Trust Agreement.

                                  ARTICLE VIII
                                    TRUSTEES

         SECTION 801 CERTAIN DUTIES AND RESPONSIBILITIES.

         The duties and responsibilities of the Trustees shall be as provided by
this Trust Agreement and, in the case of the Property Trustee, by the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties


                                       31
<PAGE>   38
hereunder, or in the exercise of any of their rights or powers, if they shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. None
of the Administrative Trustees or the Delaware Trustee shall be liable for their
acts or omissions hereunder except as a result of their own gross negligence or
willful misconduct. The Property Trustee's liability shall be determined under
the Trust Indenture Act. Whether or not therein expressly so provided, every
provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustees shall be subject to the
provisions of this Section 801. To the extent that, at law or in equity, an
Administrative Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to the Securityholders, such Administrative
Trustee shall not be liable to the Trust or to any Securityholder for such
Trustee's good faith reliance on the provisions of this Trust Agreement. The
provisions of this Trust Agreement, to the extent that they restrict the duties
and liabilities of the Administrative Trustees otherwise existing at law or in
equity, are agreed by the Depositor and the Securityholders to replace such
other duties and liabilities of the Administrative Trustees.

         (a) All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. Each
Securityholder, by 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 personal 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 801(b) does not limit the liability of the Trustees expressly set forth
elsewhere in his Trust Agreement or, in the case of the Property Trustee, in the
Trust Indenture Act.

         (b) 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;


                                       32
<PAGE>   39
                  (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 301 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 802 CERTAIN NOTICES.

         (a) Within five Business Days after the occurrence of any Event of
Default actually known to the Property Trustee, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 1008, 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 802 the term "Event of Default" means any event that
is, or after notice or lapse of time or both would become, an Event of Default.

         (b) The Administrative Trustees shall transmit, to the Securityholders
in the manner and to the extent provided in Section 1008, 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 803 CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 801:

         (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
Trust Preferred Securityholders are entitled to vote under the terms of this
Trust Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, however, that if the
Property Trustee does not receive such instructions of the Depositor within 10
Business Days after it has delivered such notice, or such reasonably shorter
period of time set forth in such notice (which to the extent


                                       33
<PAGE>   40
practicable shall not be less than 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;

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

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

         (g) the Property Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the 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
unless requested in writing to do so by one or more Securityholders, but the
Property Trustee may make such further inquiry or investigation into such facts
or matters as it may see fit;

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

         (j) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee:


                                       34
<PAGE>   41
                  (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 or
any act or acts or exercise any right, power, duty or obligation conferred or
imposed on it, in any jurisdiction in which it shall be illegal, or in which the
Property Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts, or to exercise any such right,
power, duty or obligation. No permissive power or authority available to the
Property Trustee shall be construed to be a duty.

         SECTION 804 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The Recitals contained herein and in the Trust Securities Certificate
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 805 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 808 and 813 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 806 COMPENSATION; INDEMNITY; FEES.

         The Depositor agrees:

         (a) to pay to the Trustees from time to time 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 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


                                       35
<PAGE>   42
or willful misconduct (or, in the case of the Administrative Trustees or the
Delaware Trustee, any such expense, disbursement or advance as may be
attributable to his, her or its 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 Delaware Trustee, any such
expense, disbursement or advance as may be attributable to his, her or its gross
negligence, bad faith or willful misconduct).

         SECTION 807 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 and the Delaware Trustee
may be the same Person. The Property Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section 807,
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
conditions 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 807, it shall resign immediately in the manner and with the effect
therein after specified in this Article VIII.

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

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

         SECTION 808 CONFLICTING INTERESTS.

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

         SECTION 809 CO-TRUSTEES AND SEPARATE TRUSTEE.


                                       36
<PAGE>   43
         (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 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 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 809. If the Depositor does not
join in such appointment within 15 days after the receipt by it of a request to
do so, 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 809 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, on request, be executed, acknowledged, and delivered
by the Depositor.

         (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 809, and, in case a Debenture
         Event of Default has occurred 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


                                       37
<PAGE>   44
         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 in this Section 809.

                  (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 810 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 811.

         (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 811 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 of 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 Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a Majority in Liquidation
Amount of the Outstanding 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 Common Securityholder 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 Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the successor
Trustee shall comply with the applicable requirements of Section 811. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee
as the case may be, at a time when a Debenture Event of Default shall have
occurred and is continuing, the Trust Preferred Securityholders, by Act of the
Securityholders of a Majority in Liquidation Amount of the Outstanding Trust
Preferred Securities delivered to the retiring Relevant Trustee, shall promptly
appoint a successor Relevant


                                       38
<PAGE>   45
Trustee or Trustees with respect to the Trust Securities and the Trust, and such
successor Trustee shall comply with the applicable requirements of Section 811.
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 Common Securityholder, by Act of the
Common Securityholder 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 811. If no successor Relevant Trustee with respect to the Trust
Securities shall have been so appointed by the Common Securityholder or the
Trust Preferred Securityholders and accepted appointment in the manner required
by Section 811, any Securityholder who has been a Securityholder of Trust
Securities on behalf of himself and all others similarly situated may petition a
court of competent jurisdiction for the appointment Trustee with respect to the
Trust Securities.

         (e) The Property Trustee 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 1008 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 Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of 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 requirements
for Administrative Trustees set forth in Section 807).

         SECTION 811 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 (if requested by the Depositor) 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, 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


                                       39
<PAGE>   46
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 812 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

         Any Person into which the Property Trustee, the Delaware 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
corporation succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article VIII, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

         SECTION 813 PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR
TRUST.

         If and when the Property Trustee or the Delaware Trustee shall be or
become directly or indirectly a creditor of the Depositor or the Trust (or any
other obligor upon the Debentures or the Trust Securities), excluding any
creditor relationship described in Section 311(b) of the Trust Indenture Act,
the Property Trustee or the Delaware Trustee, as the case may be, shall be
subject to and shall take all actions necessary in order to comply with the
provisions of the Trust Indenture Act regarding the collection of claims against
the Depositor or Trust (or any such other obligor).

         SECTION 814 REPORTS BY PROPERTY TRUSTEE.

         (a) Not later than July 15 of each year commencing with July 15, 2001,
the Property Trustee shall transmit to all Securityholders in accordance with
Section 1008, and to the Depositor, a brief report dated as of May 15 with
respect to:

                  (i) its eligibility under Section 807 or, in lieu thereof, if
         to the best of its knowledge it has continued to be eligible under said
         Section, a written statement to such effect; and

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

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


                                       40
<PAGE>   47

         (c) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Property Trustee with the Nasdaq National Market
System, and each national securities exchange or other organization upon which
the Trust Securities are listed, and also with the Commission and the Depositor.

         SECTION 815 REPORTS TO THE PROPERTY TRUSTEE.

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

         SECTION 816 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee (i) 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, consisting of an Officers' Certificate and an Opinion of Counsel each
containing the statements required by Sections 314(c) and 314(e) of the Trust
Indenture Act and (ii) such certificates required by Section 314(a)(4) of the
Trust Indenture Act.

         SECTION 817 NUMBER OF TRUSTEES.

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

         (b) If a Trustee ceases to hold office for any reason and the number of
Administrative Trustees is not reduced pursuant to Section 817(a), or if the
number of Trustees is increased pursuant to Section 817(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 810.

         (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of Administrative Trustees
shall occur until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with Section 810, 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 818 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
207(a); and


                                       41
<PAGE>   48
         (b) The Administrative Trustees shall have power to delegate from time
to time to such of their number or to the Depositor the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Administrative Trustees or otherwise as the Administrative Trustees may
deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of the Trust, as set forth herein.

         SECTION 819 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 901 TERMINATION UPON EXPIRATION DATE.

         Unless earlier dissolved, the Trust shall automatically dissolve on,
_____________, 2031 (the "Expiration Date") subject to distribution of the Trust
Property in accordance with Section 904.

         SECTION 902 EARLY TERMINATION.

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

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

         (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 Securityholders in exchange for the Trust
Preferred Securities in accordance with Section 904;

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

         SECTION 903 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:


                                       42
<PAGE>   49
         (a) the distribution by the Property Trustee to Securityholders upon
the liquidation of the Trust pursuant to Section 904, or upon the redemption of
all of the Trust Securities pursuant to Section 402, of all amounts required to
be distributed hereunder upon the final payment of the Trust Securities;

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

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

         (d) the filing of a Certificate of Cancellation by one of the
Administrative Trustees under the Business Trust Act.

         SECTION 904 LIQUIDATION.

         (a) If an Early Termination Event specified in clause (a), (b), or (d)
of Section 902 occurs or upon the Expiration Date, the Trust shall be liquidated
by the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Debentures,
subject to Section 904(d). Notice of liquidation shall be given by the Property
Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more
than 60 days prior to the Liquidation Date to each Holder of Trust Securities at
such Holder's address appearing in the Securities Register. All notices of
liquidation shall:

                  (i) state the Liquidation Date;

                  (ii) state that from and after the Liquidation Date, the Trust
         Securities 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 904(d) applies, receive a Liquidation
         Distribution, as the Administrative Trustees or the Property Trustee
         shall deem appropriate.

         (b) Except where Section 902(c) or 904(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 902(c) or 904(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)
the Depositor shall use its reasonable efforts to have the Debentures listed or
quoted on the Nasdaq National Stock Market or other automated quotation system
or on such securities exchange or exchanges as the Trust Preferred Securities
are then listed or traded; (iv) any Trust Securities Certificates


                                       43
<PAGE>   50
not so surrendered for exchange shall be deemed to represent a Like Amount of
Debentures, accruing interest at the rate and for the period 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 (v) 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 904, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
wound-up by the Property Trustee in such manner as the Property Trustee
determines. In such event, the 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, winding-up the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a pro rata basis (based
upon Liquidation Amounts). The Holder of the Common Securities shall be entitled
to receive Liquidation Distributions upon any such winding-up 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 905 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 Section 904 or this Section 905. 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 Delaware Trustee,
the Trust may merge with or into, consolidate, amalgamate, be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to a trust organized as such under the laws of any state; provided, that (i)
such successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Trust Preferred Securities; or (b) 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; (ii) the Depositor expressly appoints a trustee of such successor
entity possessing substantially the same powers and duties as the Property
Trustee as the Holder of the Debentures; (iii) the Successor Securities are
listed or quoted, or any Successor Securities shall be listed or quoted upon
notification of issuance, on any automated quotation system or securities
exchange on which the Trust Preferred Securities are then listed or


                                       44
<PAGE>   51
quoted, if any; (iv) 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; (v) such successor entity has a
purpose substantially identical to that of the Trust; (vi) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Trust Preferred Securities (including any Successor Securities) in any material
respect; and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity shall be required to register as an "investment company" under the
Investment Company Act; and (vii) the Depositor owns all of the Common
Securities of such success or entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except
with the consent of the 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 replacement, conveyance, transfer or lease would cause the
Trust or the successor entity to be classified as other than a grantor trust for
United States federal income tax purposes.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

         SECTION 1001 LIMITATION OF RIGHTS OF SECURITYHOLDERS.

         The death, incapacity, dissolution, bankruptcy or termination of any
Person having an interest, beneficial or otherwise, in Trust Securities shall
not operate to annul, dissolve or 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.

         SECTION 1002 AMENDMENT.

         (a) This Trust Agreement may be amended from time to time by the
Trustees and the Depositor, without the consent of any Securityholders, (i) as
provided in Section 811 with respect to acceptance of appointment by a successor
Trustee; (ii) to cure any ambiguity, correct or supplement any provision herein
or therein which may be inconsistent with any other provision herein or therein,
or to make any other provisions with respect to matters or questions arising
under this Trust Agreement, that shall not be inconsistent with the other
provisions of this Trust Agreement; or (iii) to modify, eliminate or add to any
provisions of this Trust Agreement to such extent as shall be necessary to
ensure that the Trust 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),


                                       45
<PAGE>   52
such action shall not adversely affect in any material respect the interests of
any Securityholder, and any such amendments of this Trust Agreement shall become
effective when notice thereof is given to the Securityholders.

         (b) Except as provided in Section 601(c) or Section 1002(c) hereof, any
provision of this Trust Agreement may be amended by the Trustees and the
Depositor (i) with the consent of Trust 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, this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date; or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the
Securityholders, this paragraph (c) of this Section 1002 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) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement, which adversely
affects its own rights, duties or immunities under this Trust Agreement. The
Property Trustee shall be entitled to receive an Opinion of Counsel and an
Officers' Certificate stating that any amendment to this Trust Agreement is in
compliance with this Trust Agreement.

         SECTION 1003 SEPARABILITY.

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

         SECTION 1004 GOVERNING LAW.


                                       46
<PAGE>   53
         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).

         SECTION 1005 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 1006 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 1007 HEADINGS.

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

         SECTION 1008 REPORTS, NOTICES AND DEMANDS.

         Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission (with acknowledgement of receipt), in each
case, addressed, (a) in the case of a Trust Preferred Securityholder, to such
Trust Preferred Securityholder as such Securityholder's name and address may
appear on the Securities Register; and (b) in the case of the Common
Securityholder or the Depositor, to GLACIER BANCORP, INC., 49 Commons Loop,
Kalispell, Montana 59901, Attention: ____________ facsimile no.: (406)
_________. Any notice to Trust Preferred Securityholders shall also be given to
such owners as have, within two years preceding the giving of such notice, filed
their names and addresses with the Property Trustee for that purpose. Such
notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission. Any notice, demand or other communication
which by any provision of this Trust Agreement is required or permitted to be
given or served to or upon the Trust, the Property Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is published
by the Trust) as follows: (a) with respect to the Property Trustee to Wilmington
Trust Company, Rodney Square


                                       47
<PAGE>   54
North, 1100 North Market Street, Wilmington, Delaware, 19890-0001, Attention:
Corporate Trust Administration; (b) with respect to the Delaware Trustee, to
Wilmington Trust Company at the above address; and (c) with respect to the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of Glacier Capital Trust
I." Such notice, demand or other communication to or upon the Trust, the
Property Trustee or the Administrative Trustees shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Trust
or the Property Trustee.

         SECTION 1009 AGREEMENT NOT TO PETITION.

         Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code 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 1009, 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 stopped and precluded therefrom. The provisions of
this Section 1009 shall survive the termination of this Trust Agreement.

         SECTION 1010 TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

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

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

         (c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Trust Agreement by any
of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Trust Agreement modifies or excludes any
provision of the Trust Indenture Act which may be so modified or excluded, the
latter provision shall be deemed to apply to this Trust Agreement as so modified
or to be excluded, as the case may be. 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 1011 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


                                       48
<PAGE>   55
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.

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

         GLACIER BANCORP, INC.

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

         WILMINGTON TRUST COMPANY, as Property Trustee

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

         WILMINGTON TRUST COMPANY, as Delaware Trustee

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


----------------------------------------------
Michael J. Blodnick, as Administrative Trustee


----------------------------------------------
James H. Strosahl, as Administrative Trustee


                                       49
<PAGE>   56

----------------------------------------------
Thomas E. Anderson, as Administrative Trustee


                                       50
<PAGE>   57
                                                                       EXHIBIT A


                               CERTIFICATE OF TRUST
                                       OF
                             GLACIER CAPITAL TRUST I


                                      A-1
<PAGE>   58
                                                                       EXHIBIT B


                      FORM OF COMMON SECURITIES CERTIFICATE

         THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH
                       SECTION 510 OF THE TRUST AGREEMENT

Certificate No. CM-1                        Number of Common Securities_________

                    Certificate Evidencing Common Securities
                                       of
                             Glacier Capital Trust I
                                Common Securities
                 (liquidation amount $25.00 per Common Security)

         GLACIER CAPITAL TRUST I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that GLACIER
BANCORP, INC. (the "Holder") is the registered owner of_____________________
(____________) common securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated the _____% Common Securities
(liquidation amount $25.00 per Common Security) (the "Common Securities").
Except as provided in Section 510 of the Trust Agreement (as defined below), the
Common Securities are not transferable and, to the fullest extent permitted by
law, any attempted transfer hereof shall be void. The designations, rights,
privileges, restrictions, preferences, and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of____________, 2001, as the same may be amended from time to
time (the "Trust Agreement"), including the designation of the terms of the
Common Securities as set forth therein. The Trust shall furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office. Upon receipt of this
certificate, the Holder is bound by the Trust Agreement and is entitled to the
benefits thereunder.

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ___ day of ____________, 2001.

Glacier Capital Trust I

By:
       ---------------------------
Name:
       ---------------------------
Title: Administrative Trustee


                                      B-1
<PAGE>   59
                                                                       EXHIBIT C


                FORM OF AGREEMENT AS TO EXPENSES AND LIABILITIES

         This AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated
as of____________, 2000, is by and between GLACIER BANCORP, INC., a Delaware
corporation (the "Company"), and GLACIER CAPITAL TRUST I, a Delaware business
trust (the "Trust").

                                    RECITALS

         WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive ___% Subordinated Debentures (the "Debentures")
from, the Company and to issue and sell 1,400,000 of the ___% cumulative Trust
Preferred Securities of the Trust (the "Trust Preferred Securities") with such
powers, preferences and special rights and restrictions as are set forth in the
Amended and Restated Trust Agreement of the Trust dated as of____________, 2001,
as the same may be amended from time to time (the "Trust Agreement"); and

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

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

                                    ARTICLE I

         SECTION 101 GUARANTEE BY THE COMPANY.

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

         SECTION 102 TERM OF AGREEMENT.

         This Agreement shall terminate and be of no further force and effect
upon the later of (a) the date on which full payment has been made of all
amounts payable to all Holders of all the Trust Preferred Securities (whether
upon redemption, liquidation, exchange or otherwise); and


                                      C-1
<PAGE>   60
         (b) the date on which there are no Beneficiaries remaining; provided,
however, that this Agreement shall continue to be effective or shall be
reinstated, as the case may be, if at any time any Holder of Trust Preferred
Securities or any Beneficiary must restore payment of any sums paid under the
Trust Preferred Securities, under any obligation, under the Trust Preferred
Securities Guarantee Agreement dated the date hereof by the Company and
Wilmington Trust Company, as guarantee trustee or under this Agreement for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

         SECTION 103 WAIVER OF NOTICE.

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

         SECTION 104 NO IMPAIRMENT.

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

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

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

         (c) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust. There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, the Company with respect to the happening of any of the
foregoing.

         SECTION 105 ENFORCEMENT.

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

         SECTION 106 SUBROGATION.

The Company shall be subrogated to all (if any) rights of the Trust in respect
of any amounts paid to the Beneficiaries by the Company under this Agreement;
provided, however, that the Company shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any rights which
it may acquire by way of subrogation of any indemnity,


                                      C-2
<PAGE>   61
reimbursement or other agreement, in all cases as a result of payment under this
Agreement, if, at the time of any such payment, any amounts are due and unpaid
under this Agreement.

                                   ARTICLE II

         SECTION 201 DEFINITIONS.

         Capitalized terms used in this Agreement but not defined herein shall
have the meanings assigned to them in the Trust Agreement.

         SECTION 202 BINDING EFFECT.

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

         SECTION 203 AMENDMENT.

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

         SECTION 204       NOTICES.

         Any notice, request or other communication which by any provision of
this Agreement is required or permitted to be given or served, shall be given or
served in writing by deposit thereof, first-class postage prepaid, in the United
States mail, hand delivery or facsimile transmission (with acknowledgement of
receipt), addressed as follows:

         Glacier Capital Trust I
         49 Common Loop
         Kalispell, Montana 59901
         Facsimile No.: (____)_______
         Attention:_________________, Administrative Trustee

         Glacier Bancorp, Inc.
         49 Commons Loop
         Kalispell, Montana 59901
         Facsimile No.: (____)_______
         Attention: Michael J. Blodnick, President and Chief Executive Officer

Such notice, request or other communication shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

         SECTION 205 CHOICE OF LAW.

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


                                      C-3
<PAGE>   62
         This Agreement is executed as of the day and year first above written.

GLACIER BANCORP, INC.

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


GLACIER CAPITAL TRUST I

By:
       ---------------------------
Name:
       ---------------------------
Title: Administrative Trustee


                                      C-4
<PAGE>   63
                                                                       EXHIBIT D

                 FORM OF TRUST PREFERRED SECURITIES CERTIFICATE

Certificate Number CA-1           Number of Trust Preferred Securities 1,400,000

                Certificate Evidencing Trust Preferred Securities

                                       of

                             Glacier Capital Trust I

                   ____% Cumulative Trust Preferred Securities

            (liquidation amount $25.00 per Trust Preferred Security)

CUSIP _____________

         Glacier Capital Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co.
(the "Holder") is the registered owner of 1,400,000 Trust Preferred Securities
of the Trust representing undivided beneficial interests in the assets of the
Trust and designated the ____% Cumulative Trust Preferred Securities
(liquidation amount $25.00 per Trust Preferred Security) (the "Trust Preferred
Securities"). The Trust Preferred Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer as provided in
Section 504 of the Trust Agreement (as defined herein). The designations,
rights, privileges, restrictions, preferences, and other terms and provisions of
the Trust Preferred Securities are set forth in, and this certificate and the
Trust Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of ____________, 2001, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of Trust Preferred Securities as set forth therein. The Holder is
entitled to the benefits of the Guarantee Agreement entered into by Glacier
Bancorp, Inc., a Delaware corporation, and Wilmington Trust Company, as
guarantee trustee, dated as of ________, 2000, as the same may be amended from
time to time (the "Guarantee"), to the extent provided therein. The Trust shall
furnish a copy of the Trust Agreement and the Guarantee to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.

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

         Unless the Certificate of Authentication has been manually executed by
the Authentication Agent, this certificate is not valid or effective.


                                      D-1
<PAGE>   64
         IN WITNESS WHEREOF, an Administrative Trustee of the Trust has executed
this Certificate this ___ day of _______, 2001.

GLACIER CAPITAL TRUST I

By: ________________________________, as Administrative Trustee

                         FORM OF REVERSE OF CERTIFICATE

         The Trust will furnish without charge to any registered owner of Trust
Preferred Securities who so requests, a copy of the Trust Agreement and the
Guarantee. Any such request should be in writing and addressed to Glacier
Capital Trust I, c/o Glacier Bancorp, Inc., 49 Commons Loop, Kalispell, Montana
59901 or to the Registrar named on the face of this Certificate.

         The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

         TEN CON - as tenants in common

         TEN ENT - as tenants in the entireties

         JT TEN  - as joint tenants with right of survival

         UNIF GIFT MIN ACT - under Uniform Gift to Minors Act and not as tenants

         Additional abbreviations may also be used though not in the above list.


                                      D-2
<PAGE>   65
                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

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

--------------------------------------------------------------------------------
     (Please insert social security or other identifying number of assignee)

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

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

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

the within Certificate and all rights and interests represented by the Trust
Preferred Securities evidenced thereby, and hereby irrevocably constitutes and
appoints attorney to transfer the said Trust Preferred Securities on the books
of the within-named Trust with full power of substitution in the premises.

Dated:                                  Signature:
       ------------------------------               ----------------------------

Note: The signature(s) to this assignment must correspond with the name(s) as
written upon the face of this Certificate in every particular, without
alteration or enlargement, or any change whatever.

Signature(s) Guaranteed:

NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution"
that is a member or participant in a "signature guarantee program" (i.e., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program).


                                      D-3
<PAGE>   66
                                                                       EXHIBIT E

                          CERTIFICATE OF AUTHENTICATION

         This is one of the ____% Cumulative Trust Preferred Securities referred
to in the within-mentioned Amended and Restated Trust Agreement.

WILMINGTON TRUST COMPANY, as Authentication Agent and Registrar.

By
Name:
Title:


                                       E-1