<PAGE>   1
                                                                     EXHIBIT 4.5





                      AMENDED AND RESTATED TRUST AGREEMENT

                                     AMONG

                    SOUTHSIDE BANCSHARES, INC., AS DEPOSITOR

             U.S. TRUST COMPANY OF TEXAS, N.A., AS PROPERTY TRUSTEE

                 WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE

                                      AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                           DATED AS OF MAY ___, 1998



                           SOUTHSIDE CAPITAL TRUST I
<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<S>                                                                                                                    <C>
ARTICLE I - DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         Section 101.     Definitions.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II - ESTABLISHMENT OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Section 201.     Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Section 202.     Office of the Delaware Trustee; Principal Place of Business.  . . . . . . . . . . . . . . .  10
         Section 203.     Initial Contribution of Trust Property; Organizational Expenses.  . . . . . . . . . . . . .  10
         Section 204.     Issuance of the Preferred Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Section 205.     Issuance of the Common Securities; Subscription And Purchase of Debentures. . . . . . . . .  11
         Section 206.     Declaration of Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Section 207.     Authorization to Enter Into Certain Transactions. . . . . . . . . . . . . . . . . . . . . .  12
         Section 208.     Assets of Trust.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         Section 209.     Title to Trust Property.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE III - PAYMENT ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 301.     Payment Account.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE IV - DISTRIBUTIONS; REDEMPTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 401.     Distributions.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         Section 402.     Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         Section 403.     Subordination of Common Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 404.     Payment Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         Section 405.     Tax Returns And Reports.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         Section 406.     Payment of Taxes, Duties, Etc. of The Trust.  . . . . . . . . . . . . . . . . . . . . . . .  20
         Section 407.     Payments Under Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

ARTICLE V - TRUST SECURITIES CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         Section 501.     Initial Ownership.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         Section 502.     The Trust Securities Certificates.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         Section 503.     Execution And Delivery of Trust Securities Certificates.  . . . . . . . . . . . . . . . . .  21
         Section 503A.    Global Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         Section 504.     Registration of Transfer and Exchange of Preferred Securities Certificates  . . . . . . . .  23
         Section 505.     Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates. . . . . . . . . . . . .  24
         Section 506.     Persons Deemed Securityholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         Section 507.     Access to List of Securityholders' Names And Addresses. . . . . . . . . . . . . . . . . . .  25
         Section 508.     Maintenance of Office or Agency.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
         Section 509.     Appointment of Paying Agent.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         Section 510.     Ownership of Common Securities by Depositor.  . . . . . . . . . . . . . . . . . . . . . . .  26
</TABLE>





                                      -i-
<PAGE>   3
<TABLE>
<S>                                                                                                                   <C>
         Section 511.     Notices to Clearing Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
         Section 511A.    Definitive Preferred Securities Certificate And Temporary Preferred 
                          Securities Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
         Section 512.     Rights of Securityholders.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
         Section 513.     CUSIP Numbers.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30

ARTICLE VI - ACTS OF SECURITYHOLDERS; MEETINGS; VOTING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         Section 601.     Limitations on Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
         Section 602.     Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         Section 603.     Meetings of Preferred Securityholders.  . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         Section 604.     Voting Rights.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
         Section 605.     Proxies, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         Section 606.     Securityholder Action by Written Consent. . . . . . . . . . . . . . . . . . . . . . . . . .  32
         Section 607.     Record Date For Voting And Other Purposes.  . . . . . . . . . . . . . . . . . . . . . . . .  32
         Section 608.     Acts of Securityholders.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
         Section 609.     Inspection of Records.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

ARTICLE VII - REPRESENTATIONS AND WARRANTIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
         Section 701.     Representations And Warranties of The Property Trustee And The Delaware Trustee.  . . . . .  33
         Section 702.     Representations And Warranties of Depositor.  . . . . . . . . . . . . . . . . . . . . . . .  35

ARTICLE VIII - TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         Section 801.     Certain Duties and Responsibilities.  . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
         Section 802.     Certain Notices.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
         Section 803.     Certain Rights of Property Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
         Section 804.     Not Responsible For Recitals or Issuance of Securities. . . . . . . . . . . . . . . . . . .  39
         Section 805.     May Hold Securities.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         Section 806.     Compensation; Indemnity; Fees.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
         Section 807.     Corporate Property Trustee Required; Eligibility of Trustees. . . . . . . . . . . . . . . .  40
         Section 808.     Conflicting Interests.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         Section 809.     Co-trustees And Separate Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
         Section 810.     Resignation And Removal; Appointment of Successor.  . . . . . . . . . . . . . . . . . . . .  42
         Section 811.     Acceptance of Appointment by Successor. . . . . . . . . . . . . . . . . . . . . . . . . . .  43
         Section 812.     Merger, Conversion, Consolidation or Succession to Business.  . . . . . . . . . . . . . . .  44
         Section 813.     Preferential Collection of Claims Against Depositor or Trust. . . . . . . . . . . . . . . .  44
         Section 814.     Reports by Property Trustee.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         Section 815.     Reports to The Property Trustee.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
         Section 816.     Evidence of Compliance With Conditions Precedent. . . . . . . . . . . . . . . . . . . . . .  45
         Section 817.     Number of Trustees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         Section 818.     Delegation of Power.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
         Section 819.     Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
</TABLE>





                                      -ii-
<PAGE>   4
<TABLE>
<S>                                                                                                                    <C>
ARTICLE IX - DISSOLUTION, LIQUIDATION AND MERGER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         Section 901.     Dissolution Upon Dissolution Date.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         Section 902.     Early Dissolution.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         Section 903.     Termination.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         Section 904.     Liquidation.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
         Section 905.     Mergers, Consolidations or Replacements of The Trust  . . . . . . . . . . . . . . . . . . .  48

ARTICLE X - MISCELLANEOUS PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         Section 1001.    Limitation of Rights of Securityholders.  . . . . . . . . . . . . . . . . . . . . . . . . .  49
         Section 1002.    Amendment.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
         Section 1003.    Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         Section 1004.    Governing Law.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         Section 1005.    Payments Due on Non-business Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
         Section 1006.    Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         Section 1007.    Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         Section 1008.    Reports, Notices And Demands. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         Section 1009.    Agreement Not to Petition.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
         Section 1010.    Trust Indenture Act; Conflict With Trust Indenture Act. . . . . . . . . . . . . . . . . . .  52
         Section 1011.    Acceptance of Terms of Trust Agreement, Guarantee And Indenture.  . . . . . . . . . . . . .  53
</TABLE>





                                     -iii-
<PAGE>   5
Exhibit A               Form of Certificate of Trust
Exhibit B               Form of Certificate Depository Agreement
Exhibit C               Form of Common Securities Certificate
Exhibit D               Form of Expense Agreement
Exhibit E               Form of Trust Agreement
Exhibit F               Form of Preferred Securities Certificate





                                      -iv-
<PAGE>   6
                      AMENDED AND RESTATED TRUST AGREEMENT

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of May___, 1998, among
(i) Southside Bancshares, Inc., a Texas corporation (including any successors
or assigns, the "Depositor"), (ii) U.S. Trust Company of Texas, N.A., a trust
company organized under the laws of the United States, as property trustee (in
such capacity, the "Property Trustee" and, in its separate corporate capacity
and not in its capacity as Property Trustee, "U.S. Trust"), (iii) Wilmington
Trust Company, a Delaware trust company, as Delaware Trustee (the "Delaware
Trustee"), (iv) Sam Dawson, an individual, and Lee A. Gibson, an individual,
each of whose address is c/o Southside Bancshares, Inc., 1201 S. Beckham,
Tyler, Texas 75701 (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 Property Trustee and the Delaware Trustee
have heretofore duly declared and established a business trust, Southside
Capital Trust I, pursuant to the Delaware Business Trust Act by the entering
into of that certain Trust Agreement, dated as of April 9, 1998 (the "Original
Trust Agreement"), and by the execution and filing by the Delaware Trustee, the
Depositor and the Administrative Trustees with the Secretary of State of the
State of Delaware of the Certificate of Trust, filed on April 9, 1998, the form
of which is attached as EXHIBIT A; and

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

         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.
<PAGE>   7
                                   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:

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

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

         (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 Interest" has the meaning specified in SECTION 1.1 of the
Indenture.

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

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

         "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Preferred Security or beneficial interest
therein, the rules and procedures of the Depositary for such
<PAGE>   8
Preferred Security, in each case to the extent applicable to such transaction
and as in effect from time to time.

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

         (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
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 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 the making by such Person of a
general assignment for the benefit of its creditors.

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

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant 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 a Sunday or a day
on which federal or state banking institutions in the Borough of Manhattan, The
City of New York, or the State of Delaware are authorized or required by law,
executive order or regulation to close, or a day on which the Corporate Trust
Office of the Debenture Trustee or the Property Trustee is closed for business.

         "Capital Treatment Event" has the meaning specified in SECTION 1.1 of 
the Indenture.

         "Certificate Depositary Agreement" means the agreement among the
Trust, the Depositor and DTC, as the initial Clearing Agency, dated as of the
Closing Date, substantially in the form attached as Exhibit B, as the same may
be amended and supplemented from time to time.





                                      -2-
<PAGE>   9
         "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as
amended or restated from time to time.

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

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

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the 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, or any successor
statute, in each case as amended from time to time.

         "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 $10 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.  Common Securities rank pari
passu with the Preferred Securities; provided, however, that upon the
occurrence of an Event of Default, the right of holders of Common Securities to
payment in respect of (i) Distributions, and (ii) payments upon liquidation,
redemption and otherwise are subordinated to the right of holders of Preferred
Securities.

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

         "Corporate Trust Office" means  (i) when used with respect to the
Property Trustee, the principal corporate trust office of the Property Trustee
located in Delaware, and (ii) when used with respect to the Debenture Trustee,
the principal corporate trust office of the Debenture Trustee located in
Dallas, Texas.

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

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

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





                                      -3-
<PAGE>   10
         "Debenture Trustee" means U.S. Trust Company of Texas, N.A., a trust
company organized under the laws of the United States, and any successor
thereto, as trustee under the Indenture.

         "Debentures" means the aggregate principal amount of the Depositor's
______% Junior Subordinated Deferrable Interest Debentures due June 30, 2028
issued pursuant to the Indenture.

         "Definitive Preferred Securities Certificates" means the Preferred
Securities Certificates issued in certificated, fully registered form
(non-global) as provided in SECTION 503A.

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

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

         "Dissolution Date" has the meaning specified in SECTION 901.

         "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(b).

         "DTC" means The Depository Trust Company.

         "Early Dissolution Event" has the meaning specified in SECTION 902.

         "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 or the Property Trustee 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 or the Property Trustee 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 a default in the performance of which or the
breach of which is dealt with in clause (b) or (c), above) and





                                      -4-
<PAGE>   11
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 preference of
the Outstanding Preferred Securities a written notice specifying such default
or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or

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

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

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

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

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

         "Global Preferred Security" means a Preferred Security, the ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in SECTION 503A.

         "Guarantee" means the Preferred Securities Guarantee Agreement
executed and delivered by the Depositor, as guarantor, and U.S. Trust Company
of Texas, N.A., as guarantee trustee, contemporaneously with the execution and
delivery of this Trust Agreement, for the benefit of the Holders of the
Preferred Securities, as amended from time to time.

         "Indenture" means the Indenture, dated as of May __, 1998 between the
Depositor and the Debenture Trustee, as trustee, as amended or supplemented
from time to time.

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

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

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

         "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of 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





                                      -5-
<PAGE>   12
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
accumulated interest in an amount equal to the accumulated and unpaid interest
then due on such Debentures.

         "Liquidation Amount" means the stated amount of $10 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).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, Chief Executive Officer, President or a Vice President and by the
Chief Financial Officer, the Treasurer or an Assistant Treasurer or the
Controller or an Assistant Controller or the Secretary or an Assistant
Secretary, of the Depositor, and delivered to the appropriate Trustee. One of
the officers signing an Officers' Certificate given pursuant to SECTION 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

         (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 legal counsel, who
may be counsel for the Trust, the Property Trustee or the Depositor, but not an
employee of any thereof, and who shall be reasonably acceptable to the Property
Trustee.

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

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





                                      -6-
<PAGE>   13
         (a)     Preferred Securities theretofore canceled by the Property
Trustee or delivered to the Property Trustee for cancellation;

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

         (c)     Preferred Securities which have been paid or in exchange for
or in lieu of which other Preferred Securities have been executed and delivered
pursuant to SECTIONS 504, 505 and 511A; provided, however, that in determining
whether the Holders of the requisite Liquidation Amount of the Outstanding
Preferred Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Preferred Securities owned by the
Depositor, any Trustee or any Affiliate of the Depositor or any Trustee shall
be disregarded and deemed not to be Outstanding, except that (a) in determining
whether any Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Preferred
Securities that such Trustee actually knows to be so owned shall be so
disregarded and (b) the foregoing shall not apply at any time when all of the
outstanding Preferred Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate. Preferred Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and that the pledgee
is not the Depositor or any Affiliate of the Depositor.

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

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to SECTION 509 and shall initially be U.S. Trust.

         "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with U.S. Trust 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.

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

         "Preferred Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $10 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.





                                      -7-
<PAGE>   14
         "Preferred Securities Certificate", means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as
EXHIBIT E.

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

         "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, 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 Securities is registered in the Securities Register; any such
Person is a beneficial owner within the meaning of the Delaware Business Trust
Act.

         "Temporary Preferred Securities Certificates" shall have the meaning
specified in SECTION 511A.

         "Trust" means Southside Capital Trust I, a Delaware business trust
created and continued hereby.

         "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 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





                                      -8-
<PAGE>   15
and assets for the time being held or deemed to be held by the Property Trustee
pursuant to the trusts of this Trust Agreement.

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

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

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

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
May ___, 1998, including exhibits, among the Trust, the Depositor and the
Underwriter named therein.

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


                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

SECTION 201.     NAME.

         The Trust created and continued hereby shall be known as "Southside
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 c/o
_______________________________________________________, Attention: Corporate
Trust Department, 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 Southside
Bancshares, Inc., 1201 S. Beckham, Tyler, Texas 75701.

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.





                                      -9-
<PAGE>   16
SECTION 204.     ISSUANCE OF THE 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 SECTIONS 502, 503 and 503A and deliver in accordance with the Underwriting
Agreement, Preferred Securities Certificates, registered in the name of the
Persons entitled thereto, in an aggregate amount of __________________
Preferred Securities having an aggregate Liquidation Amount of________
______________ against receipt of the aggregate purchase price of such
Preferred Securities of ________________, which amount such Administrative
Trustee shall promptly deliver to the Property Trustee.  If the underwriters
exercise their Option and there is an Option Closing Date (as such terms are
defined in the Underwriting Agreement), then an Administrative Trustee, on
behalf of the Trust, shall execute in accordance with SECTIONS 502, 503 and
503A and deliver in accordance with the Underwriting Agreement, additional
Preferred Securities Certificates, registered in the name of the Persons
entitled thereto, in an aggregate amount of up to _______________ Preferred
Securities having an aggregate Liquidation Amount of up to _______________
against receipt of the aggregate purchase price of such Preferred Securities of
________________, which amount such Administrative Trustee shall promptly
deliver to the Property Trustee.

SECTION 205.     ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE
                 OF DEBENTURES.

         (a)     Contemporaneously with the execution and delivery of this
Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with SECTION 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, which amount such Administrative Trustee shall promptly deliver to the
Property Trustee.  Contemporaneously therewith, an Administrative Trustee on
behalf of the Trust, shall subscribe to and purchase from the Depositor
corresponding amounts of Debentures, registered in the name of the Property
Trustee on behalf of the Trust and having an aggregate principal amount equal
to __________________ (being the sum of the amounts delivered to the Property
Trustee pursuant to (i) the second sentence of SECTION 204; and (ii) the first
sentence of SECTION 205(A)), 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 _________________.

         (b)     If the underwriters exercise the Option and there is an Option
Closing Date, then 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 up to ____________ 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 corresponding
amounts of Debentures, registered in the name of the Trust and having an
aggregate principal amount of up to ______________, and, in satisfaction of the
purchase price of such Debentures, the Property Trustee, on behalf of the
Trust, shall deliver to the Depositor the amount received from one of the
Administrative Trustees pursuant to the last sentence of SECTION 204





                                      -10-
<PAGE>   17
(being the sum of the amounts delivered to the Property Trustee pursuant to (i)
the third sentence of SECTION 204; and (ii) the first sentence of subsection
(b) of this Section.

SECTION 206.     DECLARATION OF TRUST.

         The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures; and (b) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it 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 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 and ARTICLE VIII, and in accordance
with the following provisions (i) and (ii), the Administrative Trustees shall
have the authority to enter into all transactions and agreements determined by
the Administrative Trustees to be appropriate in exercising the authority,
express or implied, otherwise granted to the Administrative Trustees under this
Trust Agreement, and to perform all acts in furtherance thereof, including
without limitation, the following:

                 (i)      As among the Trustees, each Administrative Trustee
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;

                          (B)     to cause the Trust to enter into, and to
execute, deliver and perform on behalf of the Trust, the Expense Agreement, the
Certificate Depositary 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
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 of the Preferred
Securities upon The Nasdaq Stock Market's National Market or such securities
exchange or exchanges as shall be determined by the Depositor and the
registration of the Preferred Securities under the Exchange Act, and the
preparation and filing of all periodic and other reports and other documents
pursuant to the foregoing;





                                      -11-
<PAGE>   18
                          (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)     to take all action that may be necessary or
appropriate for the preservation and the continuation of the Trust's valid
existence, rights, franchises and privileges as a statutory business trust
under the laws of the State of Delaware and of each other jurisdiction in which
such existence is necessary to protect the limited liability of the Holders of
the Preferred Securities or to enable the Trust to effect the purposes for
which the Trust was created;

                          (I)     assisting in the registration or listing of
the Preferred Securities with  DTC or upon such other trading facilities or
exchanges as shall be determined by the Depositor and the preparation and
filing of all periodic and other reports and other documents pursuant to the
foregoing; and

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

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

                          (A)     the establishment of the Payment Account;

                          (B)     the receipt of the 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;





                                      -12-
<PAGE>   19
                          (G)     the distribution of the Trust Property in
accordance with the terms of this Trust Agreement;

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

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

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

                 Except as otherwise provided in subsection (a)(ii) of this
Section, 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).

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

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

                 (ii)     the determination of the states in which to take
appropriate action to qualify or register for sale all or part of the Preferred
Securities and to do any and all such acts, other than actions which must be
taken by or on behalf of the Trust, and advise the Trustees of actions they
must take on behalf of the Trust, and prepare for execution and filing any
documents to be executed and





                                      -13-
<PAGE>   20
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 Stock Market's National
Market or a national stock exchange or other organizations for listing upon
notice of issuance of any Preferred Securities and to file or cause an
Administrative Trustee to file thereafter with such exchange or organization
such notifications and documents as may be necessary from time to time;

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

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

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

         (d)     Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust shall not be deemed to be
an "investment company" required to be registered under the Investment Company
Act, so that the Trust 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 Administrative Trustees are
authorized to take any action, not inconsistent with applicable law or this
Trust Agreement, that each of the Depositor and the Administrative Trustees
determines in their discretion to be necessary or desirable for such purposes.

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.





                                      -14-
<PAGE>   21
                                  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.

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

         (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 ___________, 1998
and, except during any Extended Interest Payment Period with respect to the
Debentures, shall be payable quarterly in arrears on March 31, June 30,
September 30 and December 31 each year, commencing on June 30, 1998.  If any
date on which a Distribution is otherwise payable on the Trust Securities is
not a Business Day, then the payment of such Distribution shall be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay) except that, if such Business Day is in
the next succeeding calendar year, payment of such Distribution shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date (each date on which Distributions are payable in
accordance with subsection (a) of this Section, a "Distribution Date").

         (b)     Assuming payments of interest on the Debentures are made when
due (and before giving effect to Additional Amounts, if applicable),
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





                                      -15-
<PAGE>   22
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 Preferred Securities shall be
deferred for a period equal to the Extended Interest Payment Period. The amount
of Distributions payable for any period shall include the Additional Amounts,
if any.

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

         (d)     Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the recordholders thereof as they appear
on the Securities Register for the Trust Securities on the relevant record
date, which shall be one Business Day prior to the relevant Distribution Date;
provided, however, in the event that the Trust Securities do not remain in
book-entry form, the relevant record date shall be the date 15 days prior to
the relevant Distribution Date.

SECTION 402.     REDEMPTION.

         (a)     On each Debenture Redemption Date and at the stated 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 in
the name of and at the expense of the Trust 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;

                 (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
with respect to each such Trust Security; and

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





                                      -16-
<PAGE>   23
         (c)     The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of a Like Amount 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 Preferred Securities, then, by 10:00 a.m., New York City time,
on the Redemption Date, subject to SECTION 402(C), the Property Trustee will,
so long as the Preferred Securities are in book-entry-only form, irrevocably
deposit with the Clearing Agency for the Preferred Securities funds sufficient
to pay the applicable Redemption Price and will give the Clearing Agency
irrevocable instructions and authority to pay the Redemption Price to the
Holders thereof.  If the Preferred Securities are no longer in book-entry-only
form, the Property Trustee, subject to SECTION 402(C), will irrevocably deposit
with the Paying Agent for the Preferred Securities funds sufficient to pay the
applicable Redemption Price and will provide the Paying Agent with irrevocable
instructions and authority to pay the Redemption Price to the Holders thereof
upon surrender of their Preferred Securities Certificates.  Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities called for redemption shall be payable to the Holders of such
Trust Securities as they appear on the Securities Register for the Trust
Securities on the relevant record dates for the related Distribution Dates. If
notice of redemption shall have been given and funds deposited as required,
then upon the date of such deposit, all rights of Securityholders holding Trust
Securities so called for redemption shall cease, except the right of such
Securityholders to receive the Redemption Price and any Distribution payable on
or prior to the Redemption Date (but without interest thereon) and such
Securities shall cease to be Outstanding. In the event that any date on which
any Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date 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 falls in the next calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date. In the event
that payment of the Redemption Price in respect of any Trust Securities 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
for the Trust Securities on the relevant record date, which shall be one
Business Day prior to the relevant Redemption Date; provided, however, in the
event that the Preferred Securities do not remain in book-entry form, the
relevant record date 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 Preferred Securities. The particular Preferred Securities to be redeemed
shall be





                                      -17-
<PAGE>   24
selected not more than 60 days prior to the Redemption Date by the Property
Trustee from the Outstanding Preferred Securities not previously called for
redemption, by such method (including, without limitation, by lot) as the
Property Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to $10 or an integral multiple
thereof), of the Liquidation Amount of Preferred Securities of a denomination
larger than $10.  The Property Trustee shall promptly notify the Securities
Registrar in writing of the Preferred Securities selected for redemption and,
in the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to
the redemption of Preferred Securities shall relate, in the case of any
Preferred Securities redeemed or to be redeemed only in part, to the portion of
the Liquidation Amount of Preferred Securities which has been or is to be
redeemed.

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 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 Preferred Securities for all
Distribution periods terminating on or prior thereto, or in the case of payment
of the Redemption Price the full amount of such Redemption Price on all
Outstanding Preferred Securities then called for redemption, shall have been
made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions (including Additional Amounts, if applicable) on, or the
Redemption Price of, Preferred Securities then due and payable.

         (b)     In the case of the occurrence of any Event of Default
resulting from a Debenture Event of Default, the Holder of Common Securities
shall be deemed to have waived any right to act with respect to any such Event
of Default under this Trust Agreement until the effect of all such Events of
Default with respect to the Preferred Securities shall have been cured, waived
or otherwise eliminated. Until any such Event of Default under this Trust
Agreement with respect to the Preferred Securities shall have been so cured,
waived or otherwise eliminated, the Property Trustee shall act solely on behalf
of the Holders of the Preferred Securities and not the Holder of the Common
Securities, and only the Holders of the Preferred Securities 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 Preferred Securities shall be made by check
mailed to the address of the Person entitled thereto as such address shall
appear on the Securities Register or, if the Preferred Securities are held by a
Clearing Agency, such Distributions shall be made in immediately available
funds to the Clearing





                                      -18-
<PAGE>   25
Agency, 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 Holder
of the Common Securities.

SECTION 405.     TAX RETURNS AND REPORTS.

         The Administrative Trustees shall prepare (or cause to be prepared),
at the Depositor's expense, and file all United States federal, state and local
tax and information returns and reports required to be filed by or in respect
of the Trust. In this regard, the Administrative Trustees shall (a) prepare and
file (or cause to be prepared and filed) the appropriate Internal Revenue
Service Form required to be filed in respect of the Trust in each taxable year
of the Trust; and (b) prepare and furnish (or cause to be prepared and
furnished) to each Securityholder the appropriate Internal Revenue Service form
required to be furnished to such Securityholder or the information required to
be provided on such form. The Administrative Trustees shall provide the
Depositor with a copy of all such returns and reports promptly after such
filing or furnishing. The Property Trustee shall comply with United States
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, the Property
Trustee, at the written direction of an Administrative Trustee or the
Depositor, shall promptly pay any taxes, duties or governmental charges of
whatsoever nature (other than withholding taxes) imposed on the Trust by the
United States or any other taxing authority.

SECTION 407.     PAYMENTS UNDER INDENTURE.

         Any amount payable hereunder to any Holder of Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder (or any
related Owner) has directly received under the Indenture pursuant to SECTION
512(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.

         (a)     The Preferred Securities Certificates shall be issued in
minimum denominations of $10 Liquidation Amount and integral multiples thereof,
and the Common Securities Certificates shall be issued in denominations of $10
Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual, facsimile or
imprinted





                                      -19-
<PAGE>   26
signature of at least one Administrative Trustee, and the Property Trustee
shall authenticate and register the Preferred Securities Certificates. Trust
Securities Certificates bearing the signatures of individuals who were, at the
time when such signatures were 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
511A.

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

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

SECTION 503.     EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

         On the Closing Date and on the date on which the Underwriters exercise
the option to purchase additional Preferred Securities, as applicable (the
"Option 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 manual,
facsimile or imprinted signature of at least one of the Administrative Trustees
and delivered to the Property Trustee and upon such delivery, the Property
Trustee shall authenticate and register the Preferred Securities Certificates
and make available for delivery such Preferred Securities Certificates upon the
written order of the Depositor, executed by its Chairman of the Board, Chief
Executive Officer or President or any Vice President and the Chief Financial
Officer, Treasurer or an Assistant Treasurer or Secretary or Assistant
Secretary without further corporate action by the Depositor, in authorized
denominations.

SECTION 503A.   GLOBAL PREFERRED SECURITIES.

         (a)     Each Global Preferred Security issued under this Trust
Agreement shall be registered in the name of the Clearing Agency designated by
the Depositor for the related Global Preferred Securities or a nominee thereof
and delivered to such Clearing Agency or a nominee thereof or custodian
therefor.

         (b)     Notwithstanding any other provision in this Trust Agreement,
no Global Preferred Securities may be exchanged in whole or in part for
Preferred Securities registered, and no transfer





                                      -20-
<PAGE>   27
of Global Preferred Securities in whole or in part may be registered, in the
name of any Person other than the Clearing Agency for such Global Preferred
Securities or a nominee thereof unless (a) the Clearing Agency advises the
Property Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Global
Preferred Securities, and the Administrative Trustees are unable to locate a
qualified successor, (b) the Trust at its option advises the Clearing Agency in
writing that it elects to eliminate the global system through the Clearing
Agency, (c) after the occurrence of a Debenture Event of Default or (d)
pursuant to the following sentence.  All or any portion of a Global Preferred
Security may be exchanged for a Preferred Security that has a like aggregate
principal amount and is not a Global Preferred Security upon 20 days' prior
written request made by the Clearing Agency or its authorized representative to
the Property Trustee.  Upon the occurrence of any event specified in clause
(a), (b) or (c) above, the Administrative Trustees shall notify the Clearing
Agency and the Clearing Agency shall notify all Owners of beneficial interests
in Global Preferred Securities, the Delaware Trustee, the Property Trustee and
the Administrative Trustees of the occurrence of such event and of the
availability of the Definitive Preferred Securities to such Owners requesting
the same; provided, however, that no Definitive Preferred Securities shall be
issued in an amount representing less than $10 in aggregate Liquidation Amount
of Preferred Securities.  Upon surrender to the Administrative Trustees of the
typewritten Preferred Securities Certificate or certificates representing the
Global Preferred Securities held by the Clearing Agency, accompanied by
registration instructions, the Administrative Trustees, or any one of them,
shall execute a Definitive Preferred Securities Certificate in accordance with
the instructions of the Clearing Agency.  Neither the Securities Registrar nor
the Trustees shall be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions.  Upon the issuance of the Definitive Preferred Securities
Certificate, the Trustees shall recognize the Holder of a Definitive Preferred
Securities Certificate as a Securityholder.  Definitive Preferred Securities
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Administrative Trustees, as
evidenced by the execution thereof by the Administrative Trustees or any one of
them.

         (c)     If any Global Preferred Security is to be exchanged for
Definitive Preferred Securities Certificates or canceled in part, or if
Definitive Preferred Securities Certificates are to be exchanged in whole or in
part for a Global Preferred Security, then either (i) such Global Preferred
Security shall be so surrendered for exchange or cancellation as provided in
this Article or (ii) the aggregate Liquidation Amount represented by such
Global Preferred Security shall be reduced, subject to SECTION 502, or
increased, by an amount equal to the Liquidation Amount represented by that
portion of the Global Preferred Security to be so exchanged or canceled, or
equal to the Liquidation Amount represented by such Definitive Preferred
Securities Certificates  to be so exchanged for beneficial interests in the
Global Preferred Security represented thereby, as the case may be, by means of
an appropriate adjustment made on the records of the Securities Registrar,
whereupon the Property Trustee, in accordance with the Applicable Procedures,
shall instruct the Clearing Agency or its authorized representative to make a
corresponding adjustment to its records.  Upon surrender to the Administrative
Trustees or the Securities Registrar of the Global Preferred Security by the
Clearing Agency, accompanied by registration instructions, the Administrative
Trustees, or any one of them, shall execute the Definitive Preferred Securities
Certificates in accordance with the instructions of the Clearing Agency and
SECTION 502; provided, however, that no Definitive Preferred Securities
Certificates shall be issued in an amount representing less than $100,000 in
aggregate Liquidation Amount of Preferred Securities.  None of the Securities
Registrar, the Trustees or the Administrative





                                      -21-
<PAGE>   28
Trustees shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Preferred Securities Certificates, the Trustees
shall recognize the Holders of the Definitive Preferred Securities Certificates
as Securityholders.  The Definitive Preferred Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.

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

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

         The rights of the Owners of the Global Preferred Securities shall be
exercised only through the Clearing Agency and shall be limited to those
established by law, the Applicable Procedures and agreements between such
Owners and the Clearing Agency and/or the Clearing Agency Participants.
Pursuant to the Certificate Depository Agreement, unless and until Definitive
Preferred Securities Certificate are issued pursuant to SECTION 503A(b), the
Clearing Agency will make global transfers among the Clearing Agency
Participants and receive and transmit payments on the Preferred Securities to
such Clearing Agency Participants.

SECTION 504.     REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES
                 CERTIFICATES

         (a)     The Property Trustee 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 transfers and
exchanges of Preferred Securities Certificates (herein referred to as the
"Securities Register") in which the registrar and transfer agent (the
"Securities Registrar"), subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates (subject to SECTION 510 in the
case of the Common Securities Certificates) and registration of transfers and
exchanges of Preferred Securities Certificates as herein provided. The Property
Trustee shall be the initial Securities Registrar.





                                      -22-
<PAGE>   29
         Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to SECTION
508, the Administrative Trustees or any one of them shall execute and the
Property Trustee shall authenticate and make available for delivery, in the
name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee
or Trustees.  At the option of a Holder, Preferred Securities Certificates may
be exchanged for other Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount upon
surrender of the Preferred Securities Certificates to be exchanged at the
office or agency maintained pursuant to SECTION 508.

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

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

         (b)     Trust 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 Security not made in accordance with this Trust Agreement shall be
null and void.

                 (i)      A Trust Security that is not a Global Preferred
Security may be transferred, in whole or in part, to a Person who takes
delivery in the form of another Trust Security that is not a Global Security as
provided in SECTION 504(a).

                 (ii)     Subject to this Section, Preferred Securities shall
be freely transferable.

                 (iii)    A beneficial interest in Global Preferred Security
may be exchanged for a Preferred Security that is not a Global Preferred
Security 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





                                      -23-
<PAGE>   30
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 by manual, facsimile or imprinted signature and the Property Trustee in
the case of a 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, 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 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, the Securities Registrar and Depositor
shall treat any Persons in whose name any Trust Securities are issued as the
owner of such Trust Securities for the purpose of receiving Distributions and
for all other purposes whatsoever, and neither the Trust, the Trustees, the
Securities Registrar nor the Depositor 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 also acting as the
Securities Registrar, the Administrative Trustees or the Depositor shall
furnish or cause to be furnished to the Property Trustee 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 (a) within one Business
Day after January 1 and June 30 of each year; 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 of the Trustee shall
be as provided in the Trust Indenture Act.  Each Holder and each Owner shall be
deemed to have agreed not to hold the Depositor, the Property Trustee or the
Administrative Trustees accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

SECTION 508.     MAINTENANCE OF OFFICE OR AGENCY.

         The Property Trustee shall designate, with the consent of the
Administrative Trustees, which consent shall not be unreasonably withheld, an
office or offices or agency or agencies where Preferred Securities Certificates
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Trustees in respect of the Trust Securities
Certificates may be served. The Property Trustee initially designates its
corporate trust office at 2001 Ross Avenue, Suite 2700,





                                      -24-
<PAGE>   31
Dallas, Texas 75201, Attn: Corporate Trust Trustee Administration, as the
principal corporate trust office for such purposes. The Property Trustee shall
give prompt written notice to the Depositor, the Administrative Trustees 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 Property Trustee may revoke
such power and remove the Paying Agent if such Trustee determines in its sole
discretion that the Paying Agent shall have failed to perform its obligation
under this Trust Agreement in any material respect. The Paying Agent shall
initially be U.S. Trust, and any co-paying agent chosen by the Property
Trustee, and acceptable to the Administrative Trustees and the Depositor. Any
Person acting as Paying Agent shall be permitted to resign as Paying Agent upon
30 days' written notice to the Administrative Trustees and the Property
Trustee. In the event that the Property Trustee shall no longer be the Paying
Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Property Trustee shall appoint a successor that is reasonably
acceptable to the Administrative Trustees to act as Paying Agent 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 U.S. Trust also in its role as
Paying Agent, for so long as U.S. Trust shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder. Any reference
in this Trust Agreement to the Paying Agent shall include any co-paying agent
unless the context requires otherwise.

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
by law, any attempted transfer of the Common Securities (other than a transfer
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 TO A
SUCCESSOR IN INTEREST TO THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW AND
SECTION 510 OF THIS TRUST AGREEMENT."

SECTION 511.     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 Preferred Securities are
represented by a Global Preferred Securities





                                      -25-
<PAGE>   32
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 the Owners.

SECTION 511A.    DEFINITIVE PREFERRED SECURITIES CERTIFICATE AND TEMPORARY
                 PREFERRED SECURITIES CERTIFICATES.

         (a)     If (a) the Clearing Agency advises the Trustees in writing
that the Clearing Agency is no longer willing or able to discharge properly its
responsibilities with respect to the Preferred Securities, and the Depositor is
unable to locate a qualified successor, (b) the Trust at its option advises the
Trustees in writing that it elects to terminate the book-entry system through
the Clearing Agency or (c) after the occurrence of a Debenture Event of
Default, Holders of at least a majority of the Liquidation Amount of the
Preferred Securities then Outstanding advise the Administrative Trustees in
writing that the continuation of a book-entry system though the Clearing Agency
is no longer in the best interest of the Holders of Preferred Securities, then
the Administrative Trustees shall notify the Clearing Agency and the Clearing
Agency shall notify the Holders of Preferred Securities and the other Trustees
of the occurrence of such event and of the availability of  Definitive
Preferred Securities to Holders of such class requesting the same.

         (b)     Pending the preparation of permanent Definitive Preferred
Securities Certificates, an Administrative Trustee may cause to be executed and
delivered on behalf of the Trust temporary Preferred Securities Certificates
(the "Temporary Preferred Securities Certificates"), which Temporary Preferred
Securities Certificates are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the Definitive Preferred Securities Certificates in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations of the officers executing such Temporary Preferred Securities
Certificates may determine, as evidenced by their execution thereof.

         If Temporary Preferred Securities are issued, an Administrative
Trustee will cause Definitive Preferred Securities Certificates to be prepared
without unreasonable delay.  After the preparation of the Definitive Preferred
Securities Certificates, the Temporary Preferred Securities Certificates shall
be exchangeable for Definitive Preferred Securities Certificates upon surrender
of the Temporary Preferred Securities Certificates at any office or agency of
the Depositor designated herein, without charge to the Holder.  Upon surrender
for cancellation of any one or more Temporary Preferred Securities
Certificates, at least one Administrative Trustee shall execute by manual,
facsimile or imprinted signature and the Property Trustee shall authenticate,
register and make available for delivery in exchange therefor a like principal
amount of Definitive Preferred Securities Certificates of authorized
denominations.  Until so exchanged the Temporary Preferred Securities
Certificates shall in all respects be entitled to the same benefits as
Definitive Preferred Securities Certificates.

SECTION 512.     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 below.
The Trust Securities shall be personal property





                                      -26-
<PAGE>   33
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 Securities against payment of
the purchase price therefor, the Trust Securities shall be fully paid and
nonassessable, undivided beneficial interests in the assets of the Trust. The
Holders of the Trust Securities, in their capacities as such, shall be entitled
to the same limitation of personal liability extended to stockholders of
private corporations for profit organized under the General Corporation Law of
the State of Delaware.

         (b)     For so long as any Preferred Securities remain Outstanding,
if, upon a Debenture Event of Default, the 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 Preferred
Securities then Outstanding shall have the right to make such declaration by a
notice in writing to the Depositor, the Property Trustee 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.

         At any time after such declaration of acceleration with respect to the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as provided in the
Indenture, the Holders of a majority in Liquidation Amount of the Preferred
Securities, by written notice to the Property Trustee, the Depositor and the
Debenture Trustee, may rescind and annul such declaration and its consequences
if:

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

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

                          (B)     any accrued Additional Interest on all of the
Debentures,

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

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

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

         If the Property Trustee fails to annul any such declaration and waive
such default, the Holders of at least a majority in Liquidation Amount of the
Preferred Securities shall also have the right to rescind and annul such
declaration and its consequences by written notice to the Depositor, the





                                      -27-
<PAGE>   34
Property Trustee and the Debenture Trustee, subject to the satisfaction of the
conditions set forth in clause (i) and (ii) of this Section.

         The Holders of at least a majority in Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past Debenture Event of Default, except a default in the
payment of principal or interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debenture Trustee)
or a default in respect of a covenant or provision which under the Indenture
cannot be modified or amended without the consent of the holder of each
outstanding Debenture.  No such rescission shall affect any subsequent default
or impair any right consequent thereon.

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

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

SECTION 513.     CUSIP NUMBERS.

         The Depositor in issuing the Debentures may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to holders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Debentures or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be
affected by any defect in or omission of such numbers.  The Depositor will
promptly notify the Property Trustee of any change in the CUSIP numbers.





                                      -28-
<PAGE>   35
                                   ARTICLE VI
                   ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

SECTION 601.     LIMITATIONS ON VOTING RIGHTS.

         (a)     Except as provided in this Section, in SECTIONS 512, 810 and
1002 and in the Indenture and as otherwise required by law, no Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of
an association.

         (b)     So long as any Debentures are held by the Property Trustee,
the Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Property Trustee with respect to such
Debentures; (ii) waive any past default which is waivable under ARTICLE VII of
the Indenture; (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable; or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of at least a majority in
Liquidation Amount of all Outstanding 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 Preferred Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of the Outstanding Preferred
Securities, except by a subsequent vote of the Holders of the Outstanding
Preferred Securities. The Property Trustee shall notify each Holder of
Outstanding 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 Preferred Securities, prior to taking
any of the foregoing actions, the Administrative Trustees shall provide to the
Property Trustee, at the expense of the Depositor, an Opinion of Counsel 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 Preferred Securities, whether by way of amendment to the Trust
Agreement or otherwise; or (ii) the liquidation, winding-up or termination of
the Trust, other than pursuant to the terms of this Trust Agreement, then the
Holders of Outstanding Preferred Securities as a class 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 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.





                                      -29-
<PAGE>   36
SECTION 602.     NOTICE OF MEETINGS.

         Notice of all meetings of the Holders of Preferred Securities, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to SECTION 1008 to each Holder of record of Preferred
Securities, 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 PREFERRED 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 Preferred Securityholders are
entitled to vote upon the written request of the Holders of 25% of the
Outstanding Preferred Securities (based upon their aggregate Liquidation
Amount) and the Administrative Trustees or the Property Trustee may, at any
time in their discretion, call a meeting of Preferred Securityholders to vote
on any matters as to which the Securityholders are entitled to vote.

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

         (c)     If a quorum is present at a meeting, an affirmative vote by
the Holders of record of more than a majority of the Preferred Securities
(based upon their aggregate Liquidation Amount) 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 $10 of
Liquidation Amount represented by their Trust Securities 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. 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.





                                      -30-
<PAGE>   37
SECTION 606.     SECURITYHOLDER ACTION BY WRITTEN CONSENT.

         Any action which may be taken by Securityholders at a meeting may be
taken without a meeting if Securityholders holding 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.

SECTION 607.     RECORD DATE FOR VOTING AND OTHER PURPOSES.

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

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.

         (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 Preferred Securities shall be proved by the 
Securities Register.

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





                                      -31-
<PAGE>   38
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.

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 and copying by
Securityholders and their authorized representatives during normal business
hours for any purpose reasonably related to such Securityholder's interest as a
Securityholder.

                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

SECTION 701.     REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND THE
                 DELAWARE TRUSTEE.

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

         (a)     the Property Trustee is a trust company, duly organized,
validly existing and in good standing under the laws of the United States,

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

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

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

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





                                      -32-
<PAGE>   39
         (f)     the execution, delivery and performance by the Property
Trustee and the Delaware Trustee of this Trust Agreement does not require any
approval of stockholders of the Property Trustee or the Delaware Trustee and
such execution delivery and performance shall not (i) violate the  charter or
by-laws of the Property Trustee or the Delaware Trustee; (ii) violate any
provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of, any Lien on any properties
included in the Trust Property pursuant to the provisions of any indenture,
mortgage, credit agreement, license or other agreement or instrument to which
the Property Trustee 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 Property Trustee or the Delaware Trustee (as appropriate in
context) or any order, judgment or decree applicable to the Property Trustee or
the Delaware Trustee;

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

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

SECTION 702.     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
or the Option Closing Date, if applicable, on behalf of the Trust have been
duly authorized and, when so issued, will be duly and validly executed, issued
and delivered by at least one of 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 U.S. Trust, the Delaware Trustee or the
Property Trustee, as the case may be, of this Trust Agreement.





                                      -33-
<PAGE>   40
                                  ARTICLE VIII
                                    TRUSTEES

SECTION 801.     CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)     The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require any Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. No
Administrative Trustee shall be liable for its act or omissions hereunder
except as a result of its own gross negligence or bad faith or willful
misconduct. The Property Trustee's liability shall be determined under the
Trust Indenture Act. Whether or not therein expressly so provided, every
provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustees shall be subject to the
provisions of this Section.  To the extent 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.

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

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

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

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





                                      -34-
<PAGE>   41
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;

                 (iv)     the Property Trustee shall not be liable for any
interest on any money received by it except as it may otherwise agree in
writing 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 90 days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit, in
the manner and to the extent provided in SECTION 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.

         (b)     The Administrative Trustees shall transmit, to the
Securityholders and the Property Trustee 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 conclusively 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;





                                      -35-
<PAGE>   42
         (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 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
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 Officers'
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, refiling, or reregistration thereof;

         (f)     the Property Trustee may consult with counsel of its choice
(which counsel may be counsel to the Depositor or any of its Affiliates) and
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,





                                      -36-
<PAGE>   43
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 (i) may request written instructions from the Holders of the
Trust Securities which written 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
written instructions; and

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

SECTION 804.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

SECTION 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.





                                      -37-
<PAGE>   44
SECTION 806.     COMPENSATION; INDEMNITY; FEES.

         The Depositor agrees:

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

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

         (c)     to indemnify each of the Trustees or any predecessor Trustee
for, and to hold the Trustees harmless against, any and all loss, damage,
claim, liability, penalty or expense, including taxes (other than taxes based
on the income of the Trustee) incurred without negligence or willful misconduct
on its part, 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
acceptance, 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, any such expense, disbursement or advance as may be
attributable to its, his or her gross negligence, bad faith or willful
misconduct).

         The provisions of this Section shall survive the termination of this
Trust Agreement or the earlier resignations or removal of any Trustee.

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

         When any Trustee incurs expenses or renders services in connection
with an Event of Default specified in SECTION 7.1(A)(IV), SECTION 7.1(A)(V) OR
7.1(A)(VI) of the Indenture, the expenses (including reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable Bankruptcy Law.

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 shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most





                                      -38-
<PAGE>   45
recent report of condition so published. If at any time the Property Trustee
with respect to the Trust Securities shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

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

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

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 Trust 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.

         (a)     Unless an Event of Default shall have occurred and be
continuing, at any time or from time to time, 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 any instruments and agreements necessary
or proper to appoint, one or more Persons approved by the Property Trustee
either to act as co-trustee, jointly with the Property Trustee, of all or any
part of such Trust Property, or to the extent required by law to act as
separate trustee of any such property, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If the
Depositor does not join in such appointment within 15 days after the receipt by
it of a request so to do, or in case a Debenture Event of Default has occurred
and is continuing, the Property Trustee alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section 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.





                                      -39-
<PAGE>   46
         (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, 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
Trustee, the Depositor shall join with the Property Trustee in the execution,
delivery and performance of all instruments necessary or proper to effectuate
such resignation or removal. A successor to any co-trustee or separate trustee
so resigned or removed may be appointed in the manner provided in this Section.

                 (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
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





                                      -40-
<PAGE>   47
delivered to the Relevant Trustee within 30 days after the giving of such
notice of resignation, the Relevant Trustee may petition, at the expense of the
Depositor, any court of competent jurisdiction for the appointment of a
successor Relevant Trustee with respect to the Trust Securities.

         (c)     Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by the Holder of the Common
Securities. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Holder of the Common Securities at any time. In no event will
the Holders of the Preferred Securities have the right to vote to appoint,
remove or replace the Administrative Trustees, which voting rights are vested
exclusively in the Holder of the Common Securities.  If an instrument of
acceptance by a 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 removal, the Relevant Trustee may petition, at the expense of the
Depositor, any court of competent jurisdiction for the appointment of a
successor Relevant Trustee with respect to the Trust Securities.

         (d)     If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any cause, at a time when no Debenture Event of Default shall have occurred and
be continuing, the Holder of the Common Securities, by act 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, as the case may be, shall resign, be removed or become
incapable of continuing to act as the Property Trustee at a time when a
Debenture Event of Default shall have occurred and is continuing, the Holders
of the Preferred Securities, by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities then Outstanding delivered to the retiring
Relevant Trustee, shall promptly appoint a successor Relevant Trustee or
Trustees with respect to the Trust Securities and the Trust, and each 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 Holder of the Common Securities, by
act 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 each such successor Administrative Trustee 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 Holders of the Common Securities or the Holders of the
Preferred Securities and accepted appointment in the manner required by SECTION
811, any Securityholder on behalf of himself and all others similarly situated
may petition a court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Trust Securities.

         (e)     The Administrative Trustees shall give notice of each
resignation and each removal of a Trustee and each appointment of a successor
Trustee to all Securityholders in the manner provided in SECTION 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.





                                      -41-
<PAGE>   48
         (f)     Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Administrative Trustee who is a natural
person dies or becomes, in the opinion of the Depositor, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of the remaining Administrative Trustees
if there are at least two of them; or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees as 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 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 upon payment of its charges hereunder, duly assign, transfer and deliver
to such successor Relevant Trustee all Trust Property, all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the
Trust Securities and the Trust.

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

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

SECTION 812.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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





                                      -42-
<PAGE>   49
SECTION 813.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.

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

SECTION 814.     REPORTS BY PROPERTY TRUSTEE.

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

         (b)     A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with The Nasdaq Stock
Market's National Market, and each national securities exchange or other
organization upon which the Trust Securities are listed, and also with the
Commission so long as the Preferred Securities are registered under the
Exchange Act,  and with 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.

         Delivery of such reports, information and documents to the Property
Trustee is for information purposes only and the Property Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Depositor's compliance with any of its covenants hereunder (as to which the
Property Trustee is entitled to rely exclusively on Officers' Certificates).

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





                                      -43-
<PAGE>   50
         Upon any application or demand by the Company to the Trustee to take
any action under any of the provisions of this Trust Agreement, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Trust Agreement relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent have been complied
with, except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Trust Agreement relating to such particular application or demand, no
additional certificate or opinion need be furnished.

SECTION 817.     NUMBER OF TRUSTEES.

         (a)     The number of Trustees shall be four, 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 dissolve, terminate or annul the Trust. Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with SECTION 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

         (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.





                                      -44-
<PAGE>   51
                                   ARTICLE IX
                      DISSOLUTION, LIQUIDATION AND MERGER

SECTION 901.     DISSOLUTION UPON DISSOLUTION DATE.

         Unless earlier dissolved, the Trust shall automatically dissolve on
June 30, 2028 (the "Dissolution Date") subject to distribution of the Trust
Property in accordance with SECTION 904.

SECTION 902.     EARLY DISSOLUTION.

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

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

         (b)     delivery of written direction to the Property Trustee by the
Depositor at any time (which direction is wholly optional and within the
discretion of the Depositor) to dissolve the Trust and distribute the
Debentures to Securityholders in exchange for the Trust Securities in
accordance with SECTION 904;

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

         (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: (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 the Administrative Trustees under the Delaware Business Trust
Act.

SECTION 904.     LIQUIDATION.

         (a)     If an Early Dissolution Event specified in clause (a), (b), or
(d) of SECTION 902 occurs or upon the Dissolution 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,





                                      -45-
<PAGE>   52
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;

                 (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 shall deem appropriate;

                 (iv)     state the CUSIP number; and

                 (v)      state the office or agency of the Trust where
Securities should be surrendered.

         (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 on
The Nasdaq Stock Market's National Market or on such other securities exchange
or other organization as the Preferred Securities are then listed or traded;
(iv) any Trust Securities Certificates not so surrendered for exchange shall be
deemed to represent a Like Amount of Debentures, accruing interest at the rate
provided for in the Debentures from the last Distribution Date on which a
Distribution was made on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so
surrendered, no payments of interest or principal shall be made to Holders of
Trust Securities Certificates with respect to such Debentures): and (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, 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 Administrative Trustees not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
wound-up or terminated, by the Property Trustee in such manner as the Property
Trustee determines. In such event, Securityholders shall be entitled to receive
out of the assets of the Trust available for





                                      -46-
<PAGE>   53
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 or termination, 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 or termination pro rata (determined as aforesaid) with
Holders of Preferred Securities, except that, if a Debenture Event of Default
has occurred and is continuing, the Preferred Securities shall have a priority
over the Common Securities.

SECTION 905.     MERGERS, CONSOLIDATIONS OR REPLACEMENTS OF THE TRUST.

         The Trust may not merge or consolidate with or into, or be replaced
by, or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, except pursuant to this Section or SECTION 904. At the
request of the Depositor, with the consent of the Administrative Trustees and
without the consent of the Holders of the Preferred Securities, the Property
Trustee or the Delaware Trustee, the Trust may merge or consolidate with or
into, be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of any
state; provided, that (i) such successor entity either (a) expressly assumes
all of the obligations of the Trust with respect to the Preferred Securities or
(b) substitutes for the Preferred Securities other securities having
substantially the same terms as the Preferred Securities (the "Successor
Securities") so long as the Successor Securities rank the same as the Preferred
Securities rank in priority with respect to distributions and payments upon
liquidation, redemption and otherwise; (ii) the Depositor expressly appoints a
trustee of such successor entity possessing the same powers and duties as the
Property Trustee as the holder of the Debentures; (iii) the Successor
Securities are registered or listed, or any Successor Securities shall be
registered or listed upon notification of issuance, on any national securities
exchange or other organization on which the Preferred Securities are then
registered or listed (including, if applicable, the Nasdaq Stock Market's
National Market), if any; (iv) such merger, consolidation, replacement,
conveyance, transfer or lease does not cause the Preferred Securities
(including any Successor Securities) to be downgraded by any nationally
recognized statistical rating organization, (v) such merger, consolidation,
replacement, conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the Holders of the Preferred Securities
(including any Successor Securities) in any material respect; (vi) such
successor entity has a purpose substantially identical to that of the Trust,
(vii) prior to such merger, consolidation, replacement, conveyance, transfer or
lease, the Depositor has received an Opinion of Counsel to the effect that (a)
such merger, consolidation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect: and (b) following such merger, consolidation, 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 (viii) the Depositor or any permitted successor or assignee  owns all
of the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust
shall not, except with the consent of Holders of 100% in Liquidation Amount





                                      -47-
<PAGE>   54
of the Preferred Securities, merge or consolidate with or into, be replaced by
or convey, transfer or lease its properties and assets substantially as an
entirety to any other Person or permit any other Person to merge or consolidate
with or into the Trust if such consolidation, 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 terminate this Trust Agreement, nor dissolve, terminate or annul
the Trust, nor entitle the legal representatives or heirs of such Person or any
Securityholder for such Person, to claim an accounting, take any action or
bring any proceeding in any court for a partition or winding-up of the
arrangements contemplated hereby, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.

SECTION 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 which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Trust Agreement that shall not be inconsistent with the other provisions
of this Trust Agreement; or (iii) to modify, eliminate or add to any provisions
of this Trust Agreement to such extent as shall be necessary to ensure that the
Trust shall be classified for United States federal income tax purposes as a
grantor trust at all times that any Trust Securities are outstanding or to
ensure that the Trust shall not be required to register as an "investment
company" under the Investment Company Act; provided, however, that in the case
of clause (ii), such action shall not adversely affect in any material respect
the interests of any Securityholder, and any 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 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 Status federal income tax purposes or the Trust's
exemption from status of an "investment company" under the Investment Company
Act.

         (c)     In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with SECTION 603 or 606 hereof), this
Trust Agreement may not be amended to (i) change the amount or





                                      -48-
<PAGE>   55
timing of any Distribution on the Trust Securities or otherwise adversely
affect the amount of any Distribution required to be made in respect of the
Trust Securities as of a specified date; or (ii) restrict the right of a
Securityholder to institute suit for the enforcement of any such payment on or
after such date; notwithstanding any other provision herein, without the
unanimous consent of the Securityholders (such consent being obtained in
accordance with SECTION 603 or 606 hereof), this paragraph of this Section 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)     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.

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

SECTION 1003.    SEVERABILITY.

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

SECTION 1004.    GOVERNING LAW.

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

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 as
otherwise provided in SECTIONS 401(A) and 402(D)), with the same force and
effect as though made on the date fixed for such payment, and no distribution
shall accumulate thereon for the period after such date.





                                      -49-
<PAGE>   56
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 as contemplated
by 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, in each case, addressed, (a) in
the case of a Preferred Securityholder, to such 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 Southside
Bancshares, Inc., 1201 S. Beckham, Tyler, Texas 75701, Attention: President,
facsimile no.: 903-592-3692.  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, the Delaware 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
U.S. Trust Company of Texas, N.A.,  2001 Ross Avenue, Suite 2700, Dallas, Texas
75201, Attention: Corporate Trust Trustee Administration; (b) with respect to
the Delaware Trustee, to Wilmington Trust Company,
c/o_____________________________________________; and (c) with respect to the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of Southside Capital
Trust I."  Such notice, demand or other communication to or upon the Trust or
the Property Trustee shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Trust or the Property Trustee.

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 dissolved 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 takes action





                                      -50-
<PAGE>   57
in violation of this Section, the Property Trustee agrees, for the benefit of
the Securityholders, that at the expense of the Depositor (which expense shall
be paid prior to the filing), it shall file an answer with the bankruptcy court
or otherwise properly contest the filing of such petition by the Depositor
against the Trust or the commencement of such action and raise the defense that
the Depositor has agreed in writing not to take such action and should be
stopped and precluded therefrom. The provisions of this Section 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.

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





                                      -51-
<PAGE>   58
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 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 AMONG THE
TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

                                  SOUTHSIDE BANCSHARES, INC., AS DEPOSITOR

                                  By:                                       
                                     ---------------------------------------
                                  Name:                                     
                                           ---------------------------------
                                  Title: President and Chief Executive Officer

                                  U.S. TRUST COMPANY OF TEXAS, N.A., AS 
                                  PROPERTY TRUSTEE

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

                                  WILMINGTON TRUST COMPANY
                                  AS DELAWARE TRUSTEE

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

                                  By:                                       
                                     ---------------------------------------
                                  Name:  Sam Dawson
                                  Title: As Administrative Trustee

                                  By:                                       
                                     ---------------------------------------
                                  Name:  Lee A. Gibson
                                  Title: As Administrative Trustee





                                      -52-
<PAGE>   59
                                   EXHIBIT A

                                    FORM OF
                              CERTIFICATE OF TRUST
                                       OF
                           SOUTHSIDE CAPITAL TRUST I

         This Certificate of Trust of Southside Capital Trust I (the "Trust")
dated April 9, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust pursuant to the Delaware Business Trust Act,
Chapter 38 of Title 12 of the Delaware Code.  The undersigned, as trustees, do
hereby certify as follows:

         1.      The name of the business trust being formed hereby is
                 "Southside Capital Trust A."

         2.      The name and business address of the trustee of the Trust that
                 has its principal place of business in the State of Delaware
                 is:  Wilmington Trust Company, Rodney Square North, 1100 N.
                 Market Street, Wilmington, Delaware 19890.

         3.      This Certificate of Trust shall be effective as of the date 
                 of filing.


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


                                          -----------------------------------
                                          Sam Dawson, as Trustee


                                          -----------------------------------
                                          Lee Gibson, as Trustee

                                          Wilmington Trust Company
                                                  as Delaware Trustee



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





                                      -53-
<PAGE>   60
                                   EXHIBIT D

                                    FORM OF
                    AGREEMENT AS TO EXPENSES AND LIABILITIES


         AGREEMENT, dated as of May __, 1998, between Southside Bancshares,
Inc., a Texas corporation (the "Corporation") having its principal office at
1201 S. Beckman, Tyler, Texas 75701, and Southside Capital Trust I, a Delaware
business trust (the "Trust").

         WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and purchase debentures from the Corporation and to issue and
sell ___% Trust Preferred Securities (the "Preferred Securities," and together
with the Common Securities, the "Trust Securities") with such powers,
preferences and special rights and restrictions are set forth in the Amended
and Restated Trust Agreement of the Trust, dated as of May __, 1998, as the
same may be amended from time to time (the "Trust Agreement");

         WHEREAS, the Corporation will directly or indirectly own all of the
Common Securities of the Trust and will issue the debentures;

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

                                   ARTICLE I

SECTION 1.1.     GUARANTEE BY THE CORPORATION.

         Subject to the terms and conditions hereof, the Corporation 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 Securities or other similar interests in the Trust
the amounts due such holders pursuant to the terms of the Trust Securities or
such other similar interests, as the case may be.  This Agreement is intended
to be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.

SECTION 1.2.     TERM OF AGREEMENT.

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





                                      -54-
<PAGE>   61
or any Beneficiary must restore payment of any sums paid under the Preferred
Securities, under any Obligation, under the Guarantee Agreement dated the date
hereof by the Corporation and U.S. Trust Company of Texas, N.A., as guarantee
trustee or under this Agreement for any reason whatsoever.  This Agreement is
continuing, irrevocable, unconditional and absolute.

SECTION 1.3.     WAIVER OF NOTICE.

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

SECTION 1.4.     NO IMPAIRMENT.

         The obligations, covenants, agreements and duties of the Corporation
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 Corporation with respect to the happening of any of, the
foregoing.

SECTION 1.5      ENFORCEMENT.

         A Beneficiary may enforce this Agreement directly against the
Corporation and the Corporation 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 Corporation.

SECTION 1.6.     SUBROGATION.

         The Corporation shall be subrogated to all rights (if any) of the
Trust in respect of any amounts paid to the Beneficiaries by the Corporation
under this Agreement; provided, however, that the Corporation 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,





                                      -55-
<PAGE>   62
reimbursement of 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 2.1.     BINDING EFFECT.

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

SECTION 2.2      AMENDMENT.

         So long as there remains any Beneficiary or any Preferred Securities
are outstanding, this Agreement shall not be modified or amended in any manner
adverse to such Beneficiary or to the holders of the Preferred Securities,
without the consent of such Beneficiary or the holders of the Preferred
Securities, as the case may be.

SECTION 2.3      NOTICES.

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

                          Southside Capital Trust I
                          c/o U.S. Trust Company of Texas, N.A.
                          2001 Ross Avenue, Suite 2700
                          Dallas, Texas 75201
                          Facsimile No.:  214-754-1303
                          Attention:  Corporate Trust Administration

                          Southside Bancshares, Inc.
                          1201 S. Beckman
                          Tyler, Texas 75701
                          Facsimile No.: (903) 592-3692
                          Attention:  Lee Gibson

SECTION 2.4.     CHOICE OF LAW.

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES THEREOF.





                                      -56-
<PAGE>   63
                 THE AGREEMENT is executed as of the day and year first above
written.


                                     SOUTHSIDE BANCSHARES, INC.



                                     By:                                   
                                          ----------------------------------
                                              Sam Dawson, President


                                     SOUTHSIDE CAPITAL TRUST I



                                     By:                                   
                                          ----------------------------------
                                          Sam Dawson, Administrative Trustee


                                     By:                                      
                                          ----------------------------------
                                          Lee Gibson, Administrative Trustee






                                      -57-
<PAGE>   64
                                   EXHIBIT E

                                    FORM OF
                                TRUST AGREEMENT
                                       OF
                           SOUTHSIDE CAPITAL TRUST I


         THIS TRUST AGREEMENT, dated as of April 9, 1998, is made among
Southside Bancshares, Inc., a Texas corporation, as "Depositor", Sam Dawson and
Lee Gibson as "Administrative Trustees" and Wilmington Trust Company as
"Delaware Trustee" (the Delaware Trustee and the Administrative Trustees
together, the "Trustees").  The Depositor and the Trustees agree as follows:

         1.      The trust shall be known as "Southside Capital Trust I" (the
"Trust"), in which name the Trustees or the Depositor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts and
sue and be sued.

         2.      The Depositor hereby assigns, transfers, conveys and sets over
to the Trust the sum of $10.  It is the intention of the parties that the Trust
constitute a business trust under Chapter 38 of Title 12 of the Delaware Code
(the "Business Trust Act"), and that this document constitute the governing
instrument of the Trust.  The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State in
such form as the Trustees may approve.

         3.      An amended and restated Trust Agreement satisfactory to each
party to it and substantially in the form to be included as an exhibit to the
Registration Statement (the "1933 Act Registration Statement") referred to
below, or in such other form as the parties thereto may approve, will be
entered into to provide for the contemplated operation of the Trust and the
issuance of the Preferred Securities and Common Securities referred to therein.
Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder or with
respect of the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
Notwithstanding the foregoing, the Trustees may take all actions deemed proper
as are necessary to effect the transactions contemplated herein.

         4.      The Depositor, as the Depositor of the Trust, is hereby
authorized (i) to file with the Securities and Exchange Commission (the
"Commission") and to execute, in the case of the 1933 Act Registration
Statement and 1934 Act Registration Statement (as herein defined), on behalf of
the Trust, (a) the 1933 Act Registration Statement, including pre-effective or
post-effective amendments to such Registration Statement, relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the Preferred Securities of the Trust, (b) any preliminary prospectus or
prospectus or supplement thereto relating to the Preferred Securities required
to be filed pursuant to the 1933 Act, and (c) a Registration Statement on Form
8-A or other appropriate form (the "1934 Act Registration Statement")
(including all pre-effective and post-effective amendments thereto) relating to
the registration of the Preferred Securities of the Trust under the Securities
Exchange Act of 1934, as amended; (ii) to file with the American Stock Exchange
("AMEX") or other exchange, and execute on behalf of the Trust a listing
application and all other applications, statements,





                                      -58-
<PAGE>   65
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on such exchange;
(iii) to file and execute on behalf of the Trust such applications, reports,
surety bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as shall be necessary or desirable to
register the Preferred Securities under the securities or "Blue Sky" laws of
such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary
or desirable; and (iv) to execute, deliver and perform on behalf of the Trust
an underwriting agreement with the Depositor and the underwriter or
underwriters of the Preferred Securities of the Trust.  In the event that any
filing referred to in clauses (i)-(iii) above is required by the rules and
regulations of the Commission, an exchange, or state securities or Blue Sky
laws to be executed on behalf of the Trust by the Trustees, the Trustees, in
their capacities as trustees of the Trust, are hereby authorized and directed
to join in any such filing and to execute on behalf of the Trust any and all of
the foregoing, it being understood that the Trustees, in their capacities as
trustees of the Trust, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by the rules
and regulations of the Commission, such exchange, or state securities or Blue
Sky laws.  In connection with all of the foregoing, the Trustees, solely in
their capacities as trustees of the Trust, and the Depositor hereby constitute
and appoint Sam Dawson and Lee Gibson as their true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution
for the Depositor or in the Depositor's name, place and stead, in any and all
capacities, to sign any and all amendments (including all pre-effective and
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement and to file the same, with all exhibits thereto, and
any other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the Depositor might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or his respective substitute or substitutes, shall do or cause to be
done by virtue hereof.

         5.      This Trust Agreement may be executed in one or more
counterparts.

         6.      The number of trustees of the Trust initially shall be three
and thereafter the number of trustees of the Trust shall be such number as
shall be fixed from time to time by a written instrument signed by the
Depositor which may increase or decrease the number of trustees of the Trust;
provided, however, that to the extent required by the Business Trust Act, one
trustee of the Trust shall either be a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware.  Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any
trustee of the Trust at any time.  Any trustee of the Trust may resign upon
thirty days' prior notice to the Depositor.

         7.      This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (with regard to conflict of
laws principles).





                                      -59-
<PAGE>   66
         IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.

                                      SOUTHSIDE BANCSHARES, INC.,
                                      as Depositor


                                      By:                                   
                                          ----------------------------------
                                          Sam Dawson, President


                                      WILMINGTON TRUST COMPANY,
                                      as Delaware Trustee


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



                                                                            
                                      --------------------------------------
                                      Sam Dawson, Administrative Trustee



                                                                            
                                      --------------------------------------
                                      Lee Gibson, Administrative Trustee






                                      -60-
<PAGE>   67
                                   EXHIBIT F

                              FORM OF CERTIFICATE
                            OF PREFERRED SECURITIES

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

                               PREFERRED SECURITY

CERTIFICATE NUMBER                               NUMBER OF PREFERRED SECURITIES
         P-__                                                   2,000,000

                            CUSIP NO.  84471A 20 0

                  CERTIFICATE EVIDENCING PREFERRED SECURITIES

                                       OF

                           SOUTHSIDE CAPITAL TRUST I

                   ___% CUMULATIVE TRUST PREFERRED SECURITIES
                (LIQUIDATION AMOUNT $10 PER PREFERRED SECURITY)

         Southside 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 2,000,000 preferred securities of
the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the Southside Capital Trust I ___% Cumulative Trust
Preferred Securities (liquidation amount $10 per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 504 of the Trust Agreement (as defined below).  The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and the Preferred
Securities represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Amended and Restated Trust Agreement dated
as of May __, 1998, as the same may be amended from time to time (the "Trust
Agreement"), including the designation of the terms of Preferred Securities as
set forth therein. The Holder is entitled to the benefits of the Guarantee
Agreement entered into by Southside Bancshares, Inc., a Texas corporation, as
guarantor and U.S. Trust Company of Texas, N.A., as guarantee trustee, dated as
of May __, 1998, as amended from time to time (the "Guarantee"), to the extent
provided therein. The Trust will furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.





                                      -61-
<PAGE>   68
         Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Preferred
Securities as evidence of indirect beneficial ownership in the Debentures.

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust
has executed this certificate this ___ day of May, 1998.

                                       SOUTHSIDE CAPITAL TRUST I


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



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

Dated:                                 U.S. TRUST COMPANY OF TEXAS, N.A.
                                       as Trustee
                                       
                                       
                                       
                                       By:                                   
                                          -----------------------------------
                                                  Authorized Signatory





                                      -62-
<PAGE>   69
ASSIGNMENT


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



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



                   (Insert address and zip code of assignee)



and irrevocably appoints




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

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

Signatures must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the [Registrar], which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the
[Registrar] in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.





                                      -63-