<PAGE>


                                                                     EXHIBIT 4.5

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      AMONG

                    SOUTHERN COMMUNITY FINANCIAL CORPORATION

                                  AS DEPOSITOR

                                       AND

                            WILMINGTON TRUST COMPANY

                               AS PROPERTY TRUSTEE

                                       AND

                            WILMINGTON TRUST COMPANY

                               AS DELAWARE TRUSTEE

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                          DATED AS OF JANUARY ___, 2002





                       SOUTHERN COMMUNITY CAPITAL TRUST I




<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                      <C>
ARTICLE I DEFINED TERMS...................................................................................6
Section 101. Definitions .................................................................................6

ARTICLE II ESTABLISHMENT OF THE TRUST.....................................................................15
Section 201. Name.........................................................................................15
Section 202. Office of the Property Trustee; Principal Place of Business..................................15
Section 203. Initial Contribution of Trust Property; Organizational Expenses..............................15
Section 204. Issuance of the Preferred Securities.........................................................16
Section 205. Issuance of the Common Securities; Subscription and Purchase of Debentures...................16
Section 206. Declaration of Trust.........................................................................17
Section 207. Authorization to Enter into Certain Transactions.............................................17
Section 208. Assets of Trust..............................................................................20
Section 209. Title to Trust Property......................................................................20

ARTICLE III PAYMENT ACCOUNT...............................................................................21
Section 301. Payment Account..............................................................................21

ARTICLE IV DISTRIBUTIONS; REDEMPTION......................................................................21
Section 401. Distributions................................................................................21
Section 402. Redemption...................................................................................22
Section 402A. Conversion..................................................................................24
Section 403. Subordination of Common Securities...........................................................27
Section 404. Payment Procedures...........................................................................28
Section 405. Tax Returns and Reports......................................................................28
Section 406. Payment of Taxes, Duties, etc. of the Trust..................................................28
Section 407. Payments Under Indenture.....................................................................28
Section 408. Taxes; Withholding...........................................................................29

ARTICLE V TRUST SECURITIES CERTIFICATES...................................................................29
Section 501. Initial Ownership............................................................................29
Section 502. The Trust Securities Certificates............................................................30
Section 503. Execution and Delivery of Trust Securities Certificates......................................30
Section 503A. Global Preferred Securities.................................................................31
Section 504. Registration of Transfer and Exchange of Preferred Securities Certificates...................33
Section 505. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates...........................34
Section 506. Persons Deemed Securityholders...............................................................35
Section 507. Access to List of Securityholders' Names and Addresses.......................................35
Section 508. Maintenance of Office or Agency..............................................................36
Section 509. Appointment of Paying Agent..................................................................36
Section 509A. Appointment of Conversion Agent.............................................................36
Section 510. Ownership of Common Securities by Depositor..................................................37
Section 511. Notices to Clearing Agency...................................................................37
Section 511A. Definitive Preferred Securities Certificate and Temporary Preferred Securities .............37
Section 512. Rights of Securityholders....................................................................38
Section 513. CUSIP Numbers ...............................................................................39

ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING......................................................39
Section 601. Limitations on Voting Rights.................................................................39
Section 602. Notice of Meetings...........................................................................40
Section 603. Meetings of Preferred Securityholders........................................................40
Section 604. Voting Rights................................................................................41
Section 605. Proxies, etc.................................................................................41
Section 606. Securityholder Action by Written Consent.....................................................41
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                       <C>
Section 607. Record Date for Voting and Other Purposes....................................................42
Section 608. Acts of Securityholders......................................................................42
Section 609. Inspection of Records........................................................................43

ARTICLE VII REPRESENTATIONS AND WARRANTIES................................................................43
Section 701. Representations and Warranties of the Property Trustee and the Bank..........................43
Section 702. Representations and Warranties of the Delaware Bank and the Delaware Trustee.................44
Section 703. Representations and Warranties of Depositor..................................................45

ARTICLE VIII TRUSTEES.....................................................................................46
Section 801. Certain Duties and Responsibilities..........................................................46
Section 802. Certain Notices..............................................................................47
Section 803. Certain Rights of Property Trustee...........................................................48
Section 804. Not Responsible for Recitals or Issuance of Securities.......................................50
Section 805. May Hold Securities..........................................................................50
Section 806. Compensation; Indemnity; Fees................................................................50
Section 807. Corporate Property Trustee Required; Eligibility of Trustees.................................51
Section 808. Conflicting Interests........................................................................52
Section 809. Co-Trustees and Separate Trustee.............................................................52
Section 810. Resignation and Removal; Appointment of Successor............................................53
Section 811. Acceptance of Appointment by Successor.......................................................54
Section 812. Merger, Conversion, Consolidation or Succession to Business..................................55
Section 813. Preferential Collection of Claims Against Depositor or Trust.................................55
Section 814. Reports by Property Trustee..................................................................56
Section 815. Reports to the Property Trustee..............................................................56
Section 816. Evidence of Compliance with Conditions Precedent.............................................56
Section 817. Number of Trustees...........................................................................57
Section 818. Delegation of Power..........................................................................57
Section 819. Voting.......................................................................................57

ARTICLE IX TERMINATION, LIQUIDATION AND MERGER............................................................58
Section 901. Dissolution Upon Expiration Date.............................................................58
Section 902. Early Dissolution............................................................................58
Section 903. Termination..................................................................................58
Section 904. Liquidation..................................................................................59
Section 905. Mergers, Consolidations, Amalgamations or Replacements of the Trust..........................60

ARTICLE X MISCELLANEOUS PROVISIONS....................................................................... 61
Section 1001. Limitation of Rights of Securityholders.....................................................61
Section 1002. Amendment...................................................................................61
Section 1003. Separability................................................................................63
Section 1004. Governing Law...............................................................................63
Section 1005. Payments Due on Non-Business Day............................................................63
Section 1006. Successors..................................................................................63
Section 1007. Headings....................................................................................63
Section 1008. Reports, Notices and Demands................................................................63
Section 1009. Agreement Not to Petition............................................................. .....64
Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act......................................64
Section 1011. Acceptance of Terms of Trust Agreement, Guarantee and Indenture.............................65
</TABLE>


<PAGE>

                                    EXHIBITS

Exhibit A - Certificate of Trust
Exhibit B - Form of Common Securities Certificate
Exhibit C - Form of Expense Agreement
Exhibit D - Form of Preferred Securities Certificate
Exhibit E - Form of Preferred Securities Certificate Authentication
Exhibit F - Certificate Depositary Agreement


                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Section of Trust Indenture Act                                                                     Section of Amended and
Of 1939, As Amended                                                                                Restated Trust Agreement

<S>                                                                                                <C>
310(a)(1).......................................................................................................807
310(a)(2).......................................................................................................807
310(a)(3).......................................................................................................807
310(a)(4)................................................................................................207(a)(ii)
310(b)..........................................................................................................808
311(a)..........................................................................................................813
311(b)..........................................................................................................813
312(a)..........................................................................................................507
312(b)..........................................................................................................507
312(c)..........................................................................................................507
313(a).......................................................................................................814(a)
313(b).......................................................................................................814(a)
313(c).................................................................................................814(a), 1008
313(d).......................................................................................................814(b)
314(a)..........................................................................................................815
314(b)...............................................................................................Not Applicable
314(c)(1).......................................................................................................816
314(c)(2).......................................................................................................816
314(c)(3)............................................................................................Not Applicable
314(d)...............................................................................................Not Applicable
314(e).....................................................................................................101, 816
314(f)...............................................................................................Not Applicable
315(a)...............................................................................................801(a), 803(a)
315(b)....................................................................................................802, 1008
315(c).......................................................................................................801(a)
315(d).....................................................................................................801, 803
316(a)(2)............................................................................................Not Applicable
316(b)...............................................................................................Not Applicable
316(c)..........................................................................................................607
317(a)(1)............................................................................................Not Applicable
317(a)(2)............................................................................................Not Applicable
317(b)..........................................................................................................509
318(a).........................................................................................................1010
</TABLE>



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


<PAGE>


                      AMENDED AND RESTATED TRUST AGREEMENT

AMENDED AND RESTATED TRUST AGREEMENT, dated as of January ___, 2002, among (i)
SOUTHERN COMMUNITY FINANCIAL CORPORATION, a North Carolina corporation
(including any successors or assigns, the "Depositor"); (ii) WILMINGTON TRUST
COMPANY, a Delaware banking corporation, as property trustee (in such capacity,
the "Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Bank"); (iii) WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as Delaware trustee (in such capacity, the
"Delaware Trustee" and, in its separate corporate capacity and not in its
capacity as Delaware Trustee, the "Delaware Bank"); (iv) F. Scott Bauer, an
individual, Richard Cobb, an individual and Jeff T. Clark, an individual, each
of whose address is c/o Southern Community Financial Corporation, 4701 Country
Club Road, Winston-Salem, North Carolina 27104 (each an "Administrative Trustee"
and collectively the "Administrative Trustees") (the Property Trustee and the
Administrative Trustees referred to collectively as the "Trustees"); and (v) the
Holders (as defined herein).

                                    RECITALS

WHEREAS, the Depositor, the Administrative Trustees, the Delaware Trustee and
the Property Trustee have heretofore duly declared and established a business
trust, Southern Community Capital Trust I, pursuant to the Delaware Business
Trust Act by the entering into of that certain Trust Agreement, dated as of
November 20, 2001 (the "Original Trust Agreement"), and by the execution and
filing by Depositor, the Administrative Trustees, the Property Trustee and the
Delaware Trustee with the Secretary of State of the State of Delaware of the
Certificate of Trust, filed on, 200__, 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>


                                    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 I have the meanings assigned
to them in this Article I and include the plural as well as the singular;

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

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

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

         "Act" has the meaning specified in Section 608.

         "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of additional interest
accrued on interest in arrears, including Compounded Interest as defined in
Section 5.1 of the Indenture, 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
Administrative Trustee appointed as herein provided.

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


<PAGE>


        "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 Depository for such Preferred Security,
in each case to the extent applicable to such transaction and as in effect from
time to time.

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

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

         (a)      the entry of a decree or order by a court having jurisdiction
in the premises 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 and such
order shall have remained in force unvacated and unstayed for a period of 90
days; or the entry of a decree or order of a court having jurisdiction in the
premises for the appointment on the ground of insolvency or bankruptcy of a
receiver, custodian, liquidator, trustee or assignee in bankruptcy or insolvency
of such Person or of its property, or for the winding up or liquidation of its
affairs, and such decree or order shall have remained in force unvacated and
unstayed for a period of 90 days; or

         (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 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 any day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in the City of New York, New York are
authorized or required by law, executive order or regulation to close, or (c) a
day on which the principal Corporate Trust Office of the Property Trustee or of
the Debenture Trustee is closed for business.

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

<PAGE>

         "Certificate Depository 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.

         "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, a copy of which is attached as Exhibit A.

         "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.

         "Common Stock" means the no par value common stock of the Depositor.

         "Conversion Agent" has the meaning set forth in Section 402A(d).

         "Conversion Ratio" has the meaning specified in Section 402A(a).


<PAGE>


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

         "Coupon Rate" shall mean ___________________.

         "Debenture Event of Default" means an "Event of Default" as defined in
Section 8.1 of the Indenture.

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

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

         "Debenture Trustee" means Wilmington Trust Company, a banking
corporation organized under the laws of the State of Delaware, and any successor
thereto, not in its individual capacity but solely as trustee under the
Indenture.

         "Debentures" means the aggregate principal amount of the Depositor's
___ % Convertible Deferrable Interest Junior Subordinated Debentures, 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 Bank" has the meaning specified in the Preamble to this Trust
Agreement.

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

         "Delaware Trustee" means the commercial bank or trust company
identified as the "Property Trustee" in the Preamble to this Trust Agreement
solely in its capacity as Delaware trustee of the Trust formed and continued
hereunder 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.

         "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.

         "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


<PAGE>


law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):

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

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

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

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

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

         "Extended Interest Payment Period" has the meaning specified in Section
5.1 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 Wilmington Trust Company, as
Preferred 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.


<PAGE>


         "Holders" means holders of the Preferred Securities or the Common
Securities of the Trust.

         "Indenture" means the Indenture, dated as of January ___, 2002 between
the Depositor and the Debenture Trustee, as trustee, as amended or supplemented
from time to time.

         "Investment Company Act," means the Investment Company Act of 1940, or
any successor statute, 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
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 Ten Dollars ($10) per
share of Preferred Security of the Trust, and Ten Dollars ($10.00) per share of
Common Security of the Trust.

         "Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a dissolution and
liquidation of the Trust pursuant to Section 904(a).

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

         "Majority in Liquidation Amount of the Outstanding Preferred
Securities" means, except as provided in the terms of the Preferred Securities
or, except as provided by the Trust Indenture Act, a vote by Holder(s) of
Preferred Securities, voting separately as a class, of more than 50% of the
Liquidation Amount of all Outstanding Preferred Securities.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, 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 314(a)(4) of the Trust Indenture Act 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:


<PAGE>


         (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 upon which the statements contained
in the certificate are based in rendering the Officers' Certificate;

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

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

         "Opinion of Counsel" means an opinion in writing of independent outside
legal counsel, who may be counsel for the Trust, the Property Trustee, or the
Depositor 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:

         (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 (i) in determining
whether any Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
that such Trustee actually knows to be so owned shall be so disregarded and (ii)
the foregoing shall not apply at any time when all of the outstanding Preferred
Securities are owned by the Depositor, one or more of the Trustees and/or any
such Affiliate. Preferred Securities so owned which have been pledged in good
faith may be regarded as Outstanding if


<PAGE>


the pledgee establishes to the satisfaction of the Administrative Trustees the
pledgee's right so to act with respect to such Preferred Securities and that the
pledgee is not the Depositor, any Trustee, or any Affiliate of the Depositor or
any Trustee.

         "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, hen
reflected in the records of a Person maintaining an account with such Clearing
Agency (directly or indirectly, in accordance with the rules of such Clearing
Agency).

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 509 and shall initially be the Property Trustee.

         "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders and established pursuant to
Section 301 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 or any other applicable provisions
hereof.

         "Person" means any individual, sole proprietorship, 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.

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

         "Prime Rate" or "Prime" means the prime rate as published in The Wall
Street Journal, and shall be adjusted daily. For days on which The Wall Street
Journal is not published, the Prime Rate shall be the prime rate that would have
been published in The Wall Street Journal if it had been published on such day.
In the event the Prime Rate shall cease to be published on a daily basis by The
Wall Street Journal or the method of its determination shall be materially
changed, then the Prime Rate shall be a comparable index rate selected by the
holders of a majority in principal amount of Debentures then outstanding,
provided that if the Debentures are then held by the Trust or a trustee of the
Trust, such selection shall require the prior written consent of the holders of
a majority in liquidation amount of Trust Securities of the Trust.

         "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.


<PAGE>


         "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 in an amount equal to the interest and
other sums (exclusive of principal) paid by the Depositor upon and in respect of
the concurrent redemption of a Like Amount of Debentures, allocated on a pro
rata basis (based on Liquidation Amounts) among the Trust Securities being
redeemed on the Redemption Date.

         "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.

         "Trust" means Southern Community Capital Trust I, a Delaware business
trust 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 and assets for the time being held or
deemed to be held by the Property Trustee pursuant to the terms of this Trust
Agreement.

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

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


<PAGE>


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

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
_________, 2001, including exhibits, among the Trust, the Depositor and the
Underwriter named therein.

         "Underwriters' Over-Allotment Option" means the option, exercisable
within 30 days after the date of the prospectus, granted to the underwriters in
the offering to the public of Preferred Securities, to purchase up to $2,250,000
in Liquidation Amount of additional Preferred Securities at the same price per
Preferred Security as paid for the other Preferred Securities issued pursuant to
the prospectus.


                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

                               SECTION 201. NAME.

         The Trust created and continued hereby shall be known as "Southern
Community 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 PROPERTY TRUSTEE;
                          PRINCIPAL PLACE OF BUSINESS.

         The address of the Property Trustee in the State of Delaware is Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration, or such other address in the State of
Delaware as the Property Trustee may designate by written notice to the
Securityholders and the Depositor. The principal place of business of the
Property Trustee is in the State of Delaware. The principal executive office of
the Trust is c/o Southern Community Financial Corporation, 4701 Country Club
Road, Winston-Salem, North Carolina 27104.

              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 Ten Dollars ($10),
which constituted the initial Trust Property. The Depositor shall pay
organizational expenses of the Trust as they arise or shall, upon request of any
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.


<PAGE>


               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 Section 502, and deliver Preferred Securities Certificates, registered in
the name of the Persons entitled thereto, in an aggregate amount of One Million
Five Hundred Thousand (1,500,000) shares of Preferred Securities having an
aggregate Liquidation Amount of Fifteen Million Dollars ($15,000,000) against
receipt of the aggregate purchase price of such Preferred Securities of Fifteen
Million Dollars ($15,000,000), which amount such Administrative Trustee shall
promptly deliver to the Property Trustee. In the event the underwriters exercise
their Underwriters' Over-Allotment Option and there is an Option Closing Date
(as such term is defined in the Underwriting Agreement), then an Administrative
Trustee, on behalf of the Trust, shall execute, in accordance with Section 502,
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 Two Hundred Twenty-Five Thousand (225,000)
shares of Preferred Securities having an aggregate liquidation Amount of Two
Million Two Hundred Fifty Thousand Dollars ($2,250,000) against receipt of the
aggregate purchase price of such Preferred Securities of Two Million Two Hundred
Fifty Thousand Dollars ($2,250,000), which amount such Administrative Trustee
shall promptly deliver to the Property Trustee.

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

         (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
Forty-Six Thousand Four Hundred (46,400) shares of Common Securities having an
aggregate Liquidation Amount of Four Hundred Sixty-Four Thousand Dollars
($464,000) 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, Debentures registered in the
name of the Property Trustee on behalf of the Trust and having an aggregate
principal amount equal to Fifteen Million Four Hundred Sixty-Four Thousand
Dollars ($15,464,000) (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 Fifteen Million Four Hundred Sixty-Four Thousand Dollars
($15,464,000).

            (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
additional aggregate amount of Common Securities having an aggregate Liquidation
Amount of at least Seventy Thousand Dollars ($70,000) against payment by the
Depositor of such amount. Contemporaneously therewith, an Administrative
Trustee, on behalf


<PAGE>


of the Trust, shall subscribe to and purchase from the Depositor, additional
Debentures, registered in the name of the Trust and having an aggregate
principal amount of up to Two Million Three Hundred Twenty Thousand Dollars
($2,320,000), and, in satisfaction of the purchase price of such Debentures, the
Property Trustee, on behalf of the Trust, shall deliver to the Depositor up to
Two Million Three Hundred Twenty Thousand Dollars ($2,320,000), such aggregate
amount to be equal to the sum of the amounts received from the Depositor
pursuant to Section 205(b) and from one of the Administrative Trustees pursuant
to the last sentence of Section 204.

                       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 Property Trustee shall be one of the Trustees of the
Trust for the purpose of fulfilling the requirements of Section 3807 of the
Delaware Business Trust Act.

         SECTION 207. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

         (a)      The Trustees shall conduct the affairs of the Trust in
accordance with the terms of this Trust Agreement. Subject to the limitations
set forth in paragraph (b) of this Section 207 and Article VIII hereof, and in
accordance with the following provisions (i) and (ii), the Administrative
Trustees shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express or implied, otherwise granted to the Trustees under this Trust
Agreement, and to perform all acts in furtherance thereof, including without
limitation, those acts described in (i) below:

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

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

                  (B)      to cause the Trust to enter into, and to execute,
                           deliver and perform on behalf of the Trust, the
                           Expense Agreement, Certificate Depository 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, where
                           required, as amended, and under state securities or


<PAGE>


                           blue sky laws and the qualification of this Trust
                           Agreement as a trust indenture under the Trust
                           Indenture Act;

                  (D)      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;

                  (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 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; and

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

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

                  (A)      the establishment of the Payment Account;

                  (B)      the receipt of the Debentures;

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

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


<PAGE>


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

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

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

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

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

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

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

         (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 against 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)      any matters deemed necessary or appropriate for the
Trust Securities and the Debentures to qualify under all applicable federal and
state securities laws, including but not


<PAGE>


limited to, 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 or Form
10, as applicable, relating to the registration of the Preferred Securities
under the Exchange Act, 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 filed by the Trust or on behalf of the Trust, as the
Depositor deems necessary or advisable in order to comply with the applicable
laws of any such States;

                  (iii)    the preparation for filing by the Trust and execution
on behalf of the Trust of an application to the Nasdaq National Market or
another national stock exchange or other organizations for listing 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 negotiation of the terms of, and the execution
and delivery of, the Underwriting Agreement providing for the sale of, the
Preferred Securities; and

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

         (d)      Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust shall not be deemed to be
an "investment company" required to be registered under the Investment Company
Act, shall be classified as a "grantor trust" and not as an association taxable
as a corporation for United States federal income tax purposes and so that the
Debentures shall be treated as indebtedness of the Depositor for United States
federal income tax purposes. In connection therewith, 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.



<PAGE>

                                   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 Compounded Interest and interest on past due interest, as defined
under the Indenture, but excluding 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 the date of
issuance, 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 March 31, 2002. If any
date on which a Distribution is otherwise payable on the Trust Securities is not
a Business Day, then the payment of such Distribution shall be made on the next
succeeding day that is a Business Day (and without any increase of 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 (and without any reduction of interest
or any other payment in respect of any such acceleration), in each case with the
same force and effect as if made on such date (each date on which distributions
are payable in accordance with this Section 401(a), a "Distribution Date").


<PAGE>
         (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 the Coupon Rate per
annum of the Liquidation Amount of the Trust Securities. The amount of
Distributions payable for any full period shall be computed on the basis of a
360-day year of twelve 30-day months. Any change in the Coupon Rate shall be
effective on the date of such change for purposes of calculating distributions
for any period. Subject to the last sentence in Section 401(a), the amount of
Distributions for any period shorter than a full quarterly period for which
Distributions are computed shall be computed on the basis of the actual number
of days elapsed in such period based on 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 and shall be payable to the Holders in
whose names the Trust Securities are registered in the Securities Register as of
5:00 p.m., New York, New York time on the 15th day of the month in which the
Extended Interest Payment Period ends. 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 by 12:30 pm, on each Distribution Date in the Payment
Account for the payment of such Distributions.

         (d)      Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be the 15th day of the month in which the Distribution is payable (the
"Relevant Record Date"). The Relevant Record Date shall be determined without
giving effect to the last sentence of Section 401(a).

                            SECTION 402. REDEMPTION.

         (a)      On (i) each Debenture Redemption Date; (ii) the accelerated
maturity of the Debentures; or (iii) 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 (if any);
<PAGE>

                  (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, except as provided in Section 402(d);
and

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

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

         (d)      If the Property Trustee gives a notice of redemption in
respect of any Preferred Securities, then, by 12:00 noon., New York, New York
time, on the Redemption Date, subject to Section 402(c), the Property Trustee,
subject to Section 402(c), shall, with respect to Preferred Securities held in
global form, deposit with the Clearing Agency for such Preferred Securities, to
the extent available therefor, funds sufficient to pay the applicable Redemption
Price and will give such Clearing Agency irrevocable instructions and authority
to pay the Redemption Price to the Holders of the Preferred Securities. With
respect to Trust Securities that are not held in global form, the Property
Trustee, subject to Section 402(c), shall deposit with the Paying Agent funds
sufficient to pay the applicable Redemption Price and shall give the Paying
Agent irrevocable instructions and authority to pay the Redemption Price to the
record holders thereof upon surrender of their 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 (i) the right of such Securityholders to receive the Redemption Price,
but without interest, (ii) the right of the Securityholders to cause the
Conversion Agent to convert the Trust Securities, (iii) such Trust Securities
shall cease to be Outstanding, (iv) the Clearing Agency for the Preferred
Securities or its nominee, as the registered Holder of the Global Preferred
Securities Certificate, shall receive a registered global certificate or
certificates representing the Debentures to be delivered upon such distribution
with respect to Preferred Securities held by the Clearing Agency or its nominee,
and (v) any Trust Securities Certificates not held by the Clearing Agency for
the Preferred Securities or its nominee as specified in clause (iv) above will
be deemed to represent Debentures having a principal amount equal to the stated
Liquidation Amount of the Trust Securities represented thereby and bearing
accrued and unpaid interest in an amount equal to the accumulated and unpaid
Distributions on such Trust Securities until such certificates are presented to
the



<PAGE>

Securities Registrar for transfer or reissuance. In the event that any date on
which any Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date shall be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day (and without any reduction of interest or any other payment in respect of
any such acceleration), in each case with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Depositor pursuant to the 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, and for periods after the
redemption Date originally established, the provisions of the third sentence of
this paragraph (d) shall cease to apply.

         (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 for payment of the
Redemption Price of the Trust Securities, which shall be the date 15 days prior
to the relevant Redemption Date.

         (f)      Subject to Section 403(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Property Trustee from the Outstanding 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 Ten Dollars ($10) or an integral
multiple of $10 in excess thereof), of the Liquidation Amount of Preferred
Securities of a denomination larger than Ten Dollars ($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 402A. CONVERSION.

         The Securityholders shall have the right at any time on or after
________, 2002 and prior to 5:00 pm, New York, New York time on the Business Day
immediately preceding the date of repayment of such Trust Securities, whether at
maturity or upon redemption (either at the option of the Depositor or pursuant
to a Tax Event, an Investment Company Event or a Capital Treatment Event), at
their option, to cause the Conversion Agent to convert Trust Securities, on


<PAGE>


behalf of the converting Holders, into shares of the Common Stock in the manner
described herein on and subject to the following terms and conditions:

         (a)      The Trust Securities shall be convertible at the office of the
Conversion Agent into fully paid and nonassessable shares of Common Stock
pursuant to the Holder's direction to the Conversion Agent to exchange such
Trust Securities for a portion of the Debentures theretofore held by the Trust
on the basis of one Trust Security per $10 principal amount of Debentures, and
immediately convert such amount of Debentures into fully paid and nonassessable
shares of Common Stock of the Depositor at an initial conversion rate of
__________ shares of Common Stock per $10 principal amount of Debentures (which
is equivalent to an initial conversion price of $__________ per share of Common
Stock), subject to certain adjustments set forth in the terms of the Debentures
(as so adjusted, the "Conversion Ratio"). The number of shares issuable upon
conversion of the principal amount of Debentures shall be determined by dividing
such principal amount by __ and multiplying the quotient so obtained by the
Conversion Ratio.

         (b)      In order to convert Trust Securities into Common Stock, the
Holder must submit to the Conversion Agent an irrevocable request to convert
Trust Securities on behalf of such Holder (the "Conversion Request"), together,
if the Trust Securities are in certificated form, with such Trust Security
Certificates. The Conversion Request shall (i) set forth the number of Trust
Securities to be converted and the name or names, if other than the Holder, in
which the shares of Common Stock should be issued, and (ii) direct the
Conversion Agent (A) to exchange such Trust Securities for a portion of the
Debentures held by the Trust (at the rate of exchange specified in Section
402A(a) hereof), and (B) to immediately convert such Debentures on behalf of
such Holder into Common Stock (at the Conversion Ratio specified in Section
402A(a) hereof. The Conversion Agent shall notify the Trust of the Holder's
election to exchange Trust Securities for a portion of the Debentures held by
the Trust and the Property Trustee on behalf of the Trust shall, upon receipt of
such notice, deliver to the Conversion Agent the appropriate principal amount of
Debentures for exchange in accordance with this Section 402A. The Conversion
Agent shall thereupon notify the Depositor of the Holder's election to convert
such Debentures into shares of Common Stock.

         (c)      Accrued Distributions shall not be paid on Preferred
Securities that are converted into Common Stock, nor shall any payment,
allowance or adjustment be made for accumulated and unpaid Distributions,
whether or not in arrears, on converted Preferred Securities, except that if any
Preferred Security is converted (i) on or after a record date for payment of
Distributions thereon and prior to the related Distribution Date, the amount of
the Distributions payable on the related Distribution Date with respect to such
Preferred Security shall be paid by the converting Holder to the Trust and the
Distributions payable on the related Distribution Date with respect to such
Preferred Security shall be distributed to the Holder on such record date,
despite such conversion, and (ii) during an Extended Interest Payment Period and
after the Property Trustee mails a notice of redemption with respect to the
Preferred Securities that are to be converted, accrued and unpaid Distributions
through the Redemption Date of the Debentures shall be distributed to the Holder
who converts such Preferred Securities, which Distribution shall be made on the
Redemption Date fixed for redemption. Except as provided above, neither the
Trust nor the Depositor shall make, or be required to make, any payment,
allowance or


<PAGE>


adjustment upon any conversion on account of any accumulated and unpaid
Distributions accrued on the Trust Securities (including any Additional Amount)
surrendered for conversion, or on account of any accumulated and unpaid
dividends, if any, on the shares of Common Stock issued upon such conversion.
The Depositor shall make no payment or allowance for distributions on the shares
of Common Stock issued upon such conversion, except to the extent that such
shares of Common Stock are held of record on the record date for any such
distributions and except as provided in Section 4.9 of the Indenture. Trust
Securities shall be deemed to have been converted immediately prior to 5:00
p.m., New York, New York time on the day on which a Conversion Request relating
to such Trust Securities is received by the Trust in accordance with the
foregoing provisions of this Section 402A (the "Conversion Date"). The Person or
Persons entitled to receive the Common Stock issuable upon conversion of the
Debentures shall be treated for all purposes as the record holder or holders of
such Common Stock at such time. As promptly as practicable on or after the
Conversion Date, the Depositor shall issue and deliver at the office of the
Conversion Agent a certificate or certificates for the number of full shares of
Common Stock issuable upon such conversion, together with the cash payment, if
any, in lieu of any fraction of any share to the Person or Persons entitled to
receive the same as provided in Section 402A(e) hereof, unless otherwise
directed by the Holder in the Conversion Request, and the Conversion Agent shall
distribute such certificate or certificates to such Person or Persons.

         (d)      Each Holder of a Trust Security by his acceptance thereof
appoints the Bank (the "Conversion Agent") for the purpose of effecting the
conversion of Trust Securities in accordance with this Section 402A. In
effecting the conversion and transactions described in this Section 402A, the
Conversion Agent shall be acting as agent of the Securityholders directing it to
effect such conversion transactions. The Conversion Agent is hereby authorized
(i) to exchange Trust Securities from time to time for Debentures held by the
Trust in connection with the conversion of such Trust Securities with this
Section 402A, and (ii) to convert all or a portion of the Debentures into Common
Stock and thereupon to deliver such shares of Common Stock in accordance with
the provisions of this Section 402A and to deliver to the Trust a new Debenture
or Debentures for any resulting unconverted principal amount.

         (e)      No fractional shares of Common Stock shall be issued as a
result of conversion, but in lieu thereof, such fractional interest shall be
paid in cash (based on the last reported sale price of the common Stock on the
Conversion Date) by the Depositor to the Trust, which in turn shall make such
payment to the Holder or Holders of Trust Securities so converted.

         (f)      The Depositor shall at all times reserve and keep available
out of its authorized and unissued Common Stock, solely for issuance upon the
conversion of the Debentures, free from any preemptive or other similar rights,
such number of shares of Common Stock as shall from time to time be issuable
upon the conversion of all of the Debentures then outstanding. Notwithstanding
the foregoing, the Depositor shall be entitled to deliver, upon conversion of
Debentures, shares of Common Stock reacquired and held in the treasury of the
Depositor (in lieu of the issuance of authorized and unissued shares of Common
Stock), so long as any such treasury shares are free and clear of all liens,
charges, security interests or encumbrances. Any shares of Common Stock issued
upon conversion of the Debentures shall be duly authorized, validly issued,
fully paid and nonassessable. The Trust shall deliver the shares of Common Stock


<PAGE>


of the Depositor received upon conversion of the Debentures to the converting
Holder free and clear of all liens, charges, security interests and
encumbrances, except for United States withholding taxes. Each of the Depositor
and the Trust shall prepare and shall use its best efforts to obtain and keep in
force such governmental or regulatory permits or other authorizations as may be
required by law, and shall comply with all applicable requirements as to
registration or qualification of the Common Stock (and all requirements to list
the Common Stock issuable upon conversion of Debentures that are at the time
applicable), in order to enable the Depositor to lawfully issue Common Stock to
the Trust upon conversion of the Debentures and the Trust to lawfully deliver
the Common Stock to each Holder upon conversion of the Trust Securities.

         (g)      The Depositor shall pay any and all taxes that may be payable
in respect of the issue or delivery of shares of Common Stock on conversion of
Debentures and the delivery of the shares of Common Stock by the Trust upon
conversion of the Trust Securities. The Depositor shall not, however, be
required to pay any tax that may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock in a name other than that in
which the Trust Securities so converted were registered, and no such issue or
deliver shall be made unless and until the person requesting such issue has paid
to the Trust the amount of any such tax or has established to the satisfaction
of the Trust that has been paid.

         (h)      Nothing in this Section 402A shall limit the requirements of
the Trust to withhold taxes pursuant to the terms of the Trust Securities or as
set forth in this Trust Agreement or otherwise require the Property Trustee or
the Trust to pay any amount on account of such withholdings.

                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


<PAGE>


such Debenture 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 resulting from a Debenture Event of Default 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 any Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to the Clearing Agency in immediately
available funds, which will credit the relevant accounts on the applicable
Distribution Dates. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property Trustee and the
Common Securityholder.

                      SECTION 405. TAX RETURNS AND REPORTS.

         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 8.8
thereof and 512(b) hereof and under the Guarantee.


<PAGE>


                        SECTION 408. TAXES; WITHHOLDING.

         The Property Trustee agrees, to the extent required by the Code, and
applicable federal regulations thereunder, to withhold from each payment due
hereunder or under any Trust Securities, United States withholding taxes at the
appropriate rate, and, on a timely basis, to deposit such amounts with an
authorized depository and make such returns, filings and other reports in
connection therewith as are required by the Code. In the event that any
withholding tax is imposed on a payment to a Securityholder, such tax shall
reduce the amount otherwise distributable to the Securityholder in accordance
with this Section. Any Securityholder which is organized under the laws of a
jurisdiction outside the United States shall, on or prior to the date such
Securityholder becomes a Securityholder, (a) so notify the Property Trustee, (b)
(i) provide the Property Trustee with Internal Revenue Service form 1001, 4224,
8709 or W-8, as appropriate, or (ii) notify the Property Trustee that it is not
entitled to an exemption from United States withholding tax or a reduction in
the rate thereof on payments of interest. Any such Securityholder agrees by its
acceptance of a Trust Security, on an ongoing basis, to provide like
certification for each taxable year and to notify the Property Trustee as
specified in clauses (a) and (b) above. The Property Trustee shall be fully
protected in relying upon, and each Securityholder by its acceptance of a
Security agrees to indemnify and hold the Property Trustee harmless against all
claims or liability of any kind arising in connection with or related to the
Property Trustee's reliance upon any documents, forms or information provided by
any Securityholder to the Property Trustee. In addition, if the Property Trustee
has not withheld taxes on any payment made to any Securityholder, and the
Property Trustee is subsequently required to remit to any taxing authority any
such amount not withheld, such Securityholder shall return such amount to the
Property Trustee upon written demand by the Property Trustee. The Property
Trustee shall be liable only for direct (but not consequential) damages to any
Securityholder due to the Property Trustee's violation of the Code and only to
the extent such liability is caused by the Property Trustee's gross negligence
or willful misconduct.

                                    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.


<PAGE>


                 SECTION 502. THE TRUST SECURITIES CERTIFICATES.

         (a)      The Preferred Securities Certificates shall be issued in
minimum denominations of Ten Dollars ($10) Liquidation Amount and integral
multiples of Ten Dollars ($10) in excess thereof, and the Common Securities
Certificates shall be issued in denominations of Ten Dollars ($10) Liquidation
Amount and integral multiples thereof. The Trust Securities Certificates shall
be executed on behalf of the Trust by manual, facsimile or imprinted 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 shall have been affixed, authorized to sign on behalf
of the Trust, shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 504 and
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 Depository and registered in the name of the Depository or Depository's
nominee. Unless and until it is exchangeable in whole or in part for the
Preferred Securities in definitive form, a global security may not be
transferred except as a whole by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
depository or by the Depository to any such nominee to a successor of such
Depository on 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.

         (a)      On the Closing Date and on the date on which the Underwriters
exercise the Underwriters' Over-Allotment Option (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
by manual, facsimile or imprinted signature on behalf of the Trust by 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, 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.


<PAGE>


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

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

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

                   SECTION 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 of Global Preferred Securities
in whole or in part may be registered, in the name of any Person other than as
set forth in Section 502(b) unless: (i) the Clearing Agency advises the Property
Trustee in writing that the Clearing Agency is no longer willing or able to
properly discharge its responsibilities with respect to the Global Preferred
Securities, and the Administrative Trustees are unable to locate a qualified
successor; (ii) the Trust at its option advises the Clearing Agency in writing
that it elects to eliminate the global system through the Clearing Agency; (iii)
after the occurrence of a Debenture Event of Default in the circumstances
described in Section 511A(a); or (iv) 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; provided,
however that no Definitive Preferred Security Certificate shall be issued in an
amount representing less than $_______ in aggregate Liquidation Amount of
Preferred Securities. Upon the occurrence of any event specified in clause (i),
(ii) or (iii) 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 Property Trustee and the Administrative
Trustees of the occurrence of such event and of the availability of the
Definitive Preferred Security Certificate to such Owners requesting the same;
provided, however, that no Definitive Preferred Security Certificate shall be
issued in an amount representing less than $____ 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


<PAGE>


Securities held by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute
Definitive Preferred Securities Certificates 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 a Definitive Preferred Securities Certificate, the Trustees shall
recognize the Holder of the 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 cancelled 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 V; 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 cancelled, 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 hereof; provided, however, that no Definitive Preferred Securities
Certificates shall be issued in an amount representing less than $10 in
aggregate Liquidation Amount of Preferred Securities. None of the Securities
Registrar, the Property Trustee or the Administrative 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 Property Trustee and
Administrative 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 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 V or
Article IV or otherwise, shall be executed and delivered in the form of, and
shall be, a Global Preferred Security, unless such Preferred Security is
registered in the name of a Person other than the Clearing Agency for such
Global Preferred Security or a nominee thereof.


<PAGE>


         (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 Certificates are issued pursuant hereto, 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. Not in limitation of the other provisions herein contained, the
Property Trustee is authorized and empowered hereby to execute the Certificate
Depositary Agreement.

                    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.

         (b)      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. The Securities Registrar shall not be required to register the
transfer of any Preferred Securities that have been called for redemption. At
the option of a Holder, Preferred Securities Certificates may be exchanged for
other Preferred Securities Certificates in authorized denominations of the same
class and of a like


<PAGE>


aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 508.

         (c)      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 5:00 p.m., New York,
New York time 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.

         (d)      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.

         (e)      Preferred Securities may only be transferred, in whole or in
part, in accordance with the terms and conditions set forth in this Trust
Agreement. To the fullest extent permitted by law, any transfer or purported
transfer of any Preferred Security not made in accordance with this Trust
Agreement shall be null and void. Notwithstanding any other provisions of this
Trust Agreement, transfers and exchanges of Preferred Securities and beneficial
interests in Global Securities, shall be made only in accordance with the
following:

                  (i)      Subject to Section 503A of this Trust Agreement, a
Preferred 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
Preferred Security that is not a Global Security as provided in Section 504(a)
hereof;

                  (ii)     Subject to Section 503A of this Trust Agreement and
this Section 504, Preferred Securities shall be freely transferable;

                  (iii)    A beneficial interest in a Global Preferred Security
may be exchanged for a Preferred Security that is not a Global Preferred
Security as provided in Section 503A hereof.

                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



<PAGE>


Securities Registrar, the Administrative Trustees and the Property Trustee such
security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Trust Securities Certificate shall have
been acquired by a bona fide purchaser, the Administrative Trustees, or any one
of them, on behalf of the Trust shall execute 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 505, the Administrative Trustees or the
Securities Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Any duplicate Trust Securities Certificate issued pursuant to this Section 505
shall constitute conclusive evidence of an undivided beneficial interest in the
assets of the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Securities Certificate shall be found at any time.

                  SECTION 506. PERSONS DEEMED SECURITYHOLDERS.

         The Trustees, the Paying Agent, 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 Property Trustee,
the Administrative 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) within five Business Days of March
15, June 15, September 15 and December 15 of each year, a list, in such form as
the Property Trustee may reasonably require, of the names and addresses of the
Securityholders as of the most recent record date; and (b) promptly after
receipt by any Administrative Trustee or the Depositor of a request therefore
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, by receiving and holding a
Trust Securities Certificate, and each owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.


<PAGE>


                  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 Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attn: Corporate Trust 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 Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligation under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee, and acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Property Trustee shall
no longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor that is reasonably acceptable to the Property Trustee to act as Paying
Agent. The Administrative Trustees shall cause such successor 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, and the Paying Agent, if other than the Property Trustee,
shall give such Property Trustee notice of any default in the making of any
payment on the Trust Securities. The Paying Agent shall return all unclaimed
funds to the Property Trustee and, upon removal of a Paying Agent, such Paying
Agent shall also return all funds in its possession to the Property Trustee. The
provisions of Sections 801, 803 and 806 shall apply to the Property Trustee also
in its role as Paying Agent, for so long as the Property Trustee shall act as
Paying Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Trust Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.

                 SECTION 509A. APPOINTMENT OF CONVERSION AGENT.

         The Conversion Agent shall convert the Trust Securities of the
Securityholders in accordance with Section 402A hereof. The Administrative
Trustees may revoke such power and remove the


<PAGE>

Conversion Agent if such Trustees determine in their sole discretion that the
Conversion Agent shall have failed to perform its obligations under this Trust
Agreement in any material respect. The Conversion Agent shall initially be the
Bank, and any co-paying agent chosen by the Bank, and acceptable to the
Administrative Trustees and the Depositor. Any Person acting as Conversion Agent
shall be permitted to resign as Conversion Agent upon 30 days' written notice to
the Administrative Trustees, the Property Trustee and the Depositor. In the
event that the Bank shall no longer be the Conversion Agent or a successor
Conversion Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor that is acceptable to the
Property Trustee and the Depositor to act as conversion Agent which shall be a
bank or trust company). The provisions of Sections 801, 803 and 806 of this
Trust Agreement shall apply to the Bank also in its role as Conversion Agent,
for so long as the Bank shall act as Conversion Agent and, to the extent
applicable, to any other conversion agent appointed hereunder, and any
Conversion Agent shall be bound by the requirements with respect to conversion
agents of securities issued pursuant to the Trust Indenture Act. Any reference
in this Trust Agreement to the Conversion 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 Article XIII of the Indenture) shall be void. The Administrative
Trustees shall cause each Common Securities Certificate issued to the Depositor
to contain a legend stating "TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR IN INTEREST TO SOUTHERN
COMMUNITY FINANCIAL CORPORATION, IN COMPLIANCE WITH APPLICABLE LAW AND SECTION
510 OF THAT CERTAIN TRUST AGREEMENT DATED JANUARY ___, 2002, AMONG SOUTHERN
COMMUNITY FINANCIAL CORPORATION, AS DEPOSITOR, WILMINGTON TRUST COMPANY, AS
PROPERTY TRUSTEE, AND THE ADMINISTRATIVE TRUSTEES NAMED THEREIN."

                    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 all Preferred Securities are
represented by a Global Preferred Securities Certificate, the Trustees shall
give all such notices and communications specified herein to be given to the
Clearing Agency, and shall have no obligations to the Owners.

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

         (a)      If: (i) 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 within 90 days; (ii) the Trust at its
option advises the Trustees in writing that it elects to terminate the
book-entry system through the Clearing Agency; or (iii) after the occurrence of
a Debenture Event of Default,


<PAGE>

Holders of a beneficial interest in Preferred Securities representing beneficial
interests aggregating at least a majority of the Liquidation Amount 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 owners of beneficial interests
in Global Preferred Securities and the other Trustees of the occurrence of such
event and of the availability of a Definitive Preferred Security 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 (the "Temporary
Preferred Securities"), which Temporary Preferred Securities 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 as the officers
executing such Temporary Preferred Securities 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 shall be exchangeable for
Definitive Preferred Securities Certificates upon surrender of the Temporary
Preferred Securities 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, the Depositor shall execute and an
Administrative Trustee shall execute by manual, facsimile or imprinted signature
and the Property Trustee shall authenticate 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 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 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.


<PAGE>


         (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 Preferred Securities having an aggregate Liquidation
Amount of not less than 25% of the aggregate Liquidation Amount of the Preferred
Securities then Outstanding shall have the right to make such declaration by a
notice in writing to the Depositor and the Debenture Trustee; and upon any such
declaration such principal amount of and the accrued interest on all of the
Debentures shall become immediately due and payable, provided that the payment
of principal and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture.

         (c)      For so long as any 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
Holders of principal of or interest on the Debentures having a principal amount
equal to the Liquidation Amount of the Preferred Securities of such Holders.

                           SECTION 513. CUSIP NUMBERS.

         The Depositor in issuing the Debentures may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustees 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.

                                   ARTICLE VI
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

                   SECTION 601. LIMITATIONS ON VOTING RIGHTS.

         (a)      Except as provided in this Section 601, 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 Debenture Trustee with


<PAGE>


respect to such Debentures; (ii) waive any past default which is waivable under
Article VII of the Indenture; (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable;
or (iv) consent to any amendment, modification or termination of the Indenture
or the Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of at least a Majority in
liquidation amount of the Outstanding 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 promptly 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
experienced in such matters to the effect that the Trust shall continue to be
classified as a grantor trust and not as an association taxable as a corporation
for United States federal income tax purposes on account of such action.

         (c)      If any proposed amendment to the Trust Agreement provides for,
or the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to the Trust Agreement or
otherwise; or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Preferred Securities as a class 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.

                        SECTION 602. NOTICE OF MEETINGS.

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

               SECTION 603. MEETINGS OF 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 Preferred Securityholders of record of 25%
of the Outstanding Preferred Securities (based upon their


<PAGE>


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 Preferred Securityholders
are entitled to vote.

         (b)      Preferred Securityholders 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 Preferred Securityholders of record present, in person or by proxy, holding
more than a majority of the Preferred Securities (based upon their aggregate
Liquidation Amount) held by the Preferred Securityholders of record present,
either in person or by proxy, at such meeting shall constitute the action of the
Securityholders unless this Trust Agreement requires a greater number of
affirmative votes.

                          SECTION 604. VOTING RIGHTS.

         Securityholders shall be entitled to one vote for each $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.

             SECTION 606. SECURITYHOLDER ACTION BY WRITTEN CONSENT.

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


<PAGE>

             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 608.

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

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

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

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


<PAGE>


each of which may do so pursuant to such appointment with regard to all or any
part of such Liquidation Amount.

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

                       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 BANK.

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

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

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

         (c)      the Bank has its principal place of business in the State of
Delaware;

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

         (e)      the execution, delivery and performance by the Property
Trustee of this Trust Agreement has been duly authorized by all necessary
corporate or other action on the part of the Property Trustee and does not
require any approval of stockholders of the Bank and such


<PAGE>

execution delivery and performance shall not (i) violate the charter or by-laws
of the Bank; (ii) violate any provision of, or constitute, with or without
notice or lapse of time, a default under, or result in the creation or
imposition of, any Lien on any properties included in the Trust Property
pursuant to the provisions of any indenture, mortgage, credit agreement, license
or other agreement or instrument to which the Property Trustee or the Bank is a
party or by which it is bound; or (iii) violate any law, governmental rule or
regulation of the State of Delaware governing the banking or trust powers of the
Property Trustee or the Bank or (as appropriate in context) or any order,
judgment or decree applicable to the Property Trustee or the Bank;

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

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

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

                 SECTION 702. REPRESENTATIONS AND WARRANTIES OF
                   THE DELAWARE BANK AND THE DELAWARE TRUSTEE.

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

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

         (b)      the Delaware Trustee satisfies the requirements of Section
3807 of the Delaware Business Trust Act;

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


<PAGE>


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

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

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

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

            SECTION 703. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

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

         (b)      there are no taxes, fees or other governmental charges payable
by the Trust (or the Trustees on behalf of the Trust) under the laws of the
State of Delaware or any political


<PAGE>


subdivision thereof in connection with the execution, delivery and performance
by the Bank or the Property Trustee, as the case may be, of this Trust
Agreement.

                                  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 the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured. 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
801. To the extent that, at law or in equity, an Administrative Trustee has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to the Securityholders, such Administrative Trustee shall not be liable
to the Trust or to any Securityholder for such Trustee's good faith reliance on
the provisions of this Trust Agreement. The provisions of this Trust Agreement,
to the extent that they restrict the duties and liabilities of the Delaware
Trustee or 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 Delaware Trustee or the Administrative Trustees, as the
case may be.

         (b)      All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. With respect
to the relationship of each Securityholder and the Trustees, each
Securityholder, by its acceptance of a Trust Security, agrees that it shall look
solely to the revenue and proceeds from the Trust Property to the extent legally
available for distribution to it as herein provided and that the Trustees are
not personally liable to it for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security. This
Section 801(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Trust Agreement, or, in the case of the Property Trustee, 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:


<PAGE>


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

         (ii)     the Property Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of not less than a Majority in liquidation amount of
the Outstanding 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 five (5) Business Days after the occurrence of any
Event of Default actually known to the Property Trustee or, to the extent
Section 315(b) of the Trust Indenture Act applies, within 90 days after the
occurrence of any default hereunder known to the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
313(c) of the Trust Indenture Act notice of such Event of Default or default to
the Securityholders, the Administrative Trustees and the Depositor, unless such
Event of Default shall have been cured or waived. For purposes of this Section
802, the term "Event of Default" means any event that is or after notice or
lapse of time or both would become an Event of Default.

         (b)      The Administrative Trustees shall transmit, to the
Securityholders and the Property Trustee in the manner and to the extent
provided in Section 1008 hereof and to the extent applicable, Section 313(c) of
the Trust Indenture Act, 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.


<PAGE>


                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;

         (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 or otherwise consent or approve
under the terms of this Trust Agreement and except if there then exists an Event
of Default, 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, and shall have no liability for acting
in accordance with such instructions; 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 on behalf of the Trust
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;


<PAGE>

         (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;
nothing contained herein shall, however, relieve the Property Trustee of the
obligation, upon the occurrence of any Event of Default (that has not been cured
or waived) to exercise such of the rights and powers vested in it by this Trust
Agreement, and to use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs;

         (h)      the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more
Securityholders, but the Property Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit;

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

         (j)      except as provided in this Article VIII, in accepting the
trusts hereby created, the Property Trustee acts solely as such hereunder and
not in its individual capacity;

         (k)      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 followed by the Property
Trustee if 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

         (l)      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

<PAGE>


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.

                   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 for all reasonable expenses, disbursements and
advances incurred or made by the Trustees in accordance with any provision of
this Trust Agreement (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to such Trustee's negligence, bad faith 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, to the fullest extent permitted by law, each of
the Trustees or any predecessor Trustee for, and to hold the Trustees harmless
against, any and all loss, damage, claim, action, suit, liability, penalty or
expense, including taxes (other than taxes based on the income of the Trustee)
of any kind and nature whatsoever incurred without negligence or willful
misconduct on its part, arising out of or in connection with the acceptance or
administration of


<PAGE>

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 806 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 806.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 8.1(a)(iv), Section 8.1(a)(v) or
8.1(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, if applicable, to act as such and
has a combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section 807, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of 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 807, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article VIII. The Property
Trustee and the Delaware Trustee may be the same Person.

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

         (c)      One of the Trustees with respect to the Trust Securities
shall, at all times, meet the requirements of ss.3807 of the Delaware Business
Trust Act.


<PAGE>


                       SECTION 808. CONFLICTING INTERESTS.

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

                 SECTION 809. CO-TRUSTEES AND SEPARATE TRUSTEE.

         (a)      Unless an Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Depositor shall have power
to appoint, and upon the written request of the Property Trustee, the Depositor
shall for such purpose join with the Property Trustee in the execution, delivery
and performance of 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 809. 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 809 shall
either be (i) a natural person who is at least 21 years of age and a resident of
the United States; or (ii) a legal entity with its principal place of business
in the United States that shall act through one or more persons authorized to
bind such entity.

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

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

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

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


<PAGE>


any particular act is to be performed, the Property Trustee shall be incompetent
or unqualified to perform such act, in which event such rights, powers, duties
and obligations shall be exercised and performed by such co-trustee or separate
trustee.

         (iii)    The Property Trustee at any time, by an instrument in writing
executed by it, with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under this
Section 809, and, in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee shall have the power to accept the resignation
of, or remove, any such co-trustee or separate trustee without the concurrence
of the Depositor. Upon the written request of the Property Trustee, the
Depositor shall join with the Property Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to effectuate
such resignation or removal. A successor to any co-trustee or separate trustee
so resigned or removed may be appointed in the manner provided in this Section
809.

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

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

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

         SECTION 810. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a)      No resignation or removal of any Trustee (the "Relevant
Trustee") and no appointment of a successor Trustee pursuant to this Article
VIII shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 811.

         (b)      Subject to the immediately preceding paragraph, the Relevant
Trustee may resign at any time with respect to the Trust Securities by giving
written notice thereof to the Depositor and with respect to the Property Trustee
to the Securityholders. If the instrument of acceptance by the successor Trustee
required by Section 811 shall not have been delivered to the Relevant Trustee
within 30 days after the giving of such notice of resignation, the Relevant
Trustee may petition, at the expense of the Depositor, any court of competent
jurisdiction for the appointment of a successor Relevant Trustee with respect to
the Trust Securities.

         (c)      Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee may be removed at such time by Act of the
Holders of a Majority in liquidation amount of the Outstanding Preferred
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf of the Trust). An Administrative Trustee may be removed by the Common
Securityholder at any time. In no event will the Holders of the Preferred
Securities have the right to vote to appoint, remove


<PAGE>


or replace the Administrative Trustees, which right to remove is vested
exclusively in the Common Securityholder. If an instrument of acceptance by a
Successor Trustee required by Section 811 shall have not 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 Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the successor
Trustee shall comply with the applicable requirements of Section 811. If the
Property Trustee 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 Preferred Securityholders, by Act of the
Securityholders of a Majority in liquidation amount of the Outstanding Preferred
Securities delivered to the retiring Relevant Trustee, shall promptly appoint a
successor Relevant Trustee or Trustees with respect to the Trust Securities and
the Trust, and such successor Trustee shall comply with the applicable
requirements of Section 811. If an Administrative Trustee shall resign, be
removed or become incapable of acting as Administrative Trustee, at a time when
a Debenture Event of Default shall have occurred and be continuing, the Common
Securityholder, by Act of the Common Securityholder delivered to an
Administrative Trustee, shall promptly appoint a successor Administrative
Trustee or Administrative Trustees with respect to the Trust Securities and the
Trust, and such successor Administrative Trustee or Administrative Trustees
shall comply with the applicable requirements of Section 811. If no successor
Relevant Trustee with respect to the Trust Securities shall have been so
appointed by the Common Securityholder or the Preferred Securityholders and
accepted appointment in the manner required by Section 811, any Securityholder
who has been a Securityholder of Trust Securities on behalf of himself and all
others similarly situated may petition a court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Trust Securities.

         (e)      The Administrative Trustee shall give notice of each
resignation and each removal of the Property Trustee and each appointment of a
successor Property Trustee to all Securityholders in the manner provided in
Section 1008 and shall give notice to the Depositor.

         (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.

<PAGE>

         (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 VIII.

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

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

    SECTION 813 PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST

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



<PAGE>

                    SECTION 814. REPORTS BY PROPERTY TRUSTEE.

         (a)      The Property Trustee shall transmit to Securityholders
entitled to receive the same under Section 313(c) of the Trust Indenture Act by
mail such reports concerning the Property Trustee and its actions under this
Trust Agreement as may be required pursuant to Section 313(b) of the Trust
Indenture Act at the times provided pursuant thereto. If required by Section
313(a) of the Trust Indenture Act, the Property Trustee shall, within sixty days
after each December 31 following the date of the Trust Agreement, deliver to
Securityholders entitled to receive the same under Section 313(c) of the Trust
Indenture Act by mail a brief report, dated as of such December 31, which
complies with the provisions of such Section 313(a).

         (b)      A copy of each such report provided for in this Section 814
shall, at the time of such transmission to Holders, be filed by the Property
Trustee with the Nasdaq National Market or other organization upon with the
Trust Securities are listed, and also with the Commission and the Depositor.

                  SECTION 815. REPORTS TO THE PROPERTY TRUSTEE.

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

         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).

         The Depositor shall transmit to Securityholders, in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act, such summaries
of the above-referenced materials as may be required by Section 314(a)(3) of the
Trust Indenture Act.

         SECTION 816. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee: (i) such evidence of compliance
with any conditions precedent, if any, provided for in this Trust Agreement that
relate to any of the matters set forth in Section 314(c) of the Trust Indenture
Act in accordance with the requirements of said Section; and (ii) such
certificates, if any, as may be required by Section 314(a)(4) of the Trust
Indenture Act. Any certificate or opinion required to be given by an officer
pursuant to Section 314(a)(4) or 314(c)(1) of the Trust Indenture Act shall be
given in the form of an Officers' Certificate.

<PAGE>

                        SECTION 817. NUMBER OF TRUSTEES.

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

         (d)      The Trust shall, at all times, have at least one Trustee that
meets the requirements of Section 3807 of the Delaware Business Trust Act.

                        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.


<PAGE>


                                   ARTICLE IX
                       DISSOLUTION, LIQUIDATION AND MERGER

                 SECTION 901. DISSOLUTION UPON EXPIRATION DATE.

         Unless earlier dissolved, the Trust shall automatically dissolve on
December 31, 2032 (the "Expiration Date").

                         SECTION 902. EARLY DISSOLUTION.

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

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

         (b)      delivery of written direction to the Property Trustee by the
Depositor at any time (which direction is wholly optional and within the
discretion of the Depositor), subject to the Depositor having received any
required prior approvals under applicable federal or state banking guidelines,
policies or regulations, to dissolve the Trust and distribute the Debentures to
Securityholders in exchange for the Preferred Securities in accordance with
Section 904;

         (c)      the redemption of all of the Preferred Securities in
connection with the redemption or other payment of all of the Debentures;

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

         (e)      upon the distribution of Common Stock to all Securityholders
upon conversion of all outstanding Preferred Securities.

                            SECTION 903. TERMINATION.

         The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the occurrence of all 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
Securityholder; and (d) upon the termination of the Trust, the filing of a
certificate of cancellation with the Office of the Secretary of State of the
State of Delaware.



<PAGE>

                            SECTION 904. LIQUIDATION.

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

         (i)      state the Liquidation Date;

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

         (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 (if any); 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)
any Trust Securities Certificates not so surrendered for exchange shall be
deemed to represent a Like Amount of Debentures, accruing interest at the rate
and for the period provided for in the Debentures from the last Distribution
Date on which a Distribution was made on such Trust Securities Certificates
until such certificates are so surrendered (and until such certificates are so
surrendered, no payments of interest or principal shall be made to holders of
Trust Securities Certificates with respect to such Debentures): and (iv) all
rights of Securityholders holding Trust Securities shall cease, except the right
of such Securityholders to receive Debentures upon surrender of Trust Securities
Certificates.

         (d)      In the event that, notwithstanding the other provisions of
this Section 904, whether because of an order for dissolution entered by a court
of competent jurisdiction or otherwise,


<PAGE>


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 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 distribution
to Securityholders, after satisfaction of liabilities to creditors of the Trust
as provided by applicable law, an amount equal to the Liquidation Amount per
Trust Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If, upon any such
winding-up the Liquidation Distribution can be paid only in part because the
Trust has insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a pro rata basis (based
upon Liquidation Amounts). The Holder of the Common Securities shall be entitled
to receive Liquidation Distributions upon any such winding-up pro rata
(determined as aforesaid) with Holders of 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, AMALGAMATIONS OR
                           REPLACEMENTS OF THE TRUST.

         The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any Person, except pursuant to this Section 905
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 or the Property Trustee, the Trust may merge with or into,
consolidate, amalgamate, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any state; provided, that (i) such successor entity either (a)
expressly assumes all of the obligations of the Trust with respect to the
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 substantially 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 National
Market), if any; (iv) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Preferred Securities (including
any Successor Securities) to be downgraded by any statistical rating
organization knowledgeable in such matters, (v) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Preferred
Securities (including any Successor Securities) in any material respect; (vi)
such successor entity has a purpose substantially identical to that of the
Trust, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (a) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred



<PAGE>

Securities (including any Successor Securities) in any material respect: and (b)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor such successor entity shall be required
to register as an "investment company" under the Investment Company Act, and
(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 of the
Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to any other Person or permit any other Person to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or the successor entity to be classified as other than a grantor trust for
United States federal income tax purposes.


                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

             SECTION 1001. LIMITATION OF RIGHTS OF SECURITYHOLDERS.

         The death, incapacity, dissolution, bankruptcy or termination of any
Person having an interest, beneficial or otherwise, in Trust Securities shall
not operate to 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
or therein which may be inconsistent with any other provision herein or therein,
or to make any other provisions with respect to matters or questions arising
under this Trust Agreement, that shall not be inconsistent with the other
provisions of this Trust Agreement; (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; or (iv) to reduce or
increase the Liquidation Amount per Trust Security and simultaneously to
correspondingly increase or decrease the number of Trust Securities issued and
Outstanding solely for the purpose of maintaining the eligibility of the
Preferred Securities for quotation or listing on any national securities
exchange or other organization on which the Preferred Securities are then quoted
or listed (including, if applicable, the Nasdaq National Market); provided,
however, that in the case of clause (ii), such


<PAGE>


action shall not adversely affect in any material respect the interests of any
Securityholder, and provided further, that in the case of clause (iv) the
aggregate Liquidation Amount of the Trust Securities Outstanding upon completion
of any such reduction must be the same as the aggregate Liquidation Amount of
the Trust Securities Outstanding immediately prior to such reduction or
increase; and any amendments of this Trust Agreement shall become effective when
notice thereof is given to the Securityholders (or in the case of an amendment
pursuant to clause (iv), as of the date specified in the notice).

         (b)      Except as provided in Section 601(c) or Section 1002(c)
hereof, any provision of this Trust Agreement may be amended by the Trustees and
the Depositor (i) with the consent of Trust Securityholders representing not
less than a majority (based upon Liquidation Amounts) of the Trust Securities
then Outstanding; and (ii) upon receipt by the Trustees of an Opinion of Counsel
to the effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment shall not affect the Trust's status
as a grantor trust for United 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 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; (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date or (iii) extend
the Expiration 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 (c) of this Section
1002 may not be amended.

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

         (e)      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 Delaware Trustee nor the Property Trustee shall be
required to enter into any amendment to this Trust Agreement which adversely
affects its own rights, duties or immunities under this Trust Agreement. The
Property Trustee shall be entitled to receive an Opinion of Counsel and an
Officers' Certificate stating that any amendment to this Trust Agreement is in
compliance with this Trust Agreement and that all conditions precedent have been
met.


<PAGE>


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

                           SECTION 1003. SEPARABILITY.

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

                          SECTION 1004. GOVERNING LAW.

         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, if such payment is made
in accordance with the provisions of this Section 1005.

                            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. The Depositor shall not assign its
obligations hereunder except as contemplated by Article XII of the Indenture and
unless the assignee thereof agrees in writing, in form and substance
satisfactory to the Property Trustee, to perform all of Depositor's obligations
hereunder with the same effect as if it had been named herein as Depositor.

                             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



<PAGE>

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 Southern Community Financial Corporation, 4701 Country Club Road,
Winston-Salem, North Carolina 27104. Such notice, demand or other communication
to or upon a Securityholder shall be deemed to have been sufficiently given or
made, for all purposes, upon hand delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Administrative Trustees shall be given 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
(until another address is published by the Trust) as follows: (a) with respect
to the Property Trustee, to Wilmington Trust Company, Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-001, Attention: Corporate Trust
Administration, Facsimile (302) 651-8882; (b) with respect to the Trust or the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of Southern Community
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 in violation of this
Section 1009, the Property Trustee agrees, for the benefit of Securityholders,
that at the expense of the Depositor (which expense shall be paid prior to the
filing), it shall file an answer with the bankruptcy court or otherwise properly
contest the filing of such petition by the Depositor against the Trust or the
commencement of such action and raise the defense that the Depositor has agreed
in writing not to take such action and should be estopped and precluded
therefrom. The provisions of this Section 1009 shall survive the termination of
this Trust Agreement.

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

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

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


<PAGE>


         (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
provisions 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.

 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.


<PAGE>



         SOUTHERN COMMUNITY FINANCIAL CORPORATION, AS DEPOSITOR


         By:
            -------------------------------------------
         Name: F. Scott Bauer
         Title: President and Chief Executive Officer

         WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE

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

         WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE

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

         ADMINISTRATIVE TRUSTEES

         ----------------------------------------------
         Name: F. Scott Bauer
         Title: As Administrative Trustee

         ----------------------------------------------
         Name: Richard Cobb
         Title: As Administrative Trustee

         ----------------------------------------------
         Name: Jeff T. Clark
         Title: As Administrative Trustee