<PAGE>

                                                                    EXHIBIT 4.14

                              AMENDED AND RESTATED

                                TRUST AGREEMENT

                                     among

             NATIONAL COMMERCE FINANCIAL CORPORATION, as Depositor,

                             THE BANK OF NEW YORK,
                              as Property Trustee,

                        THE BANK OF NEW YORK (DELAWARE),
                              as Delaware Trustee,

                                      and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                         Dated as of December ___, 2001

                       NATIONAL COMMERCE CAPITAL TRUST II
<PAGE>

                       NATIONAL COMMERCE CAPITAL TRUST II


     Certain Sections of this Trust Agreement relating to Sections 310 through
318 of the Trust Indenture Act of 1939:

<TABLE>
<CAPTION>

Trust Indenture                                                        Trust Agreement
Act Section                                                            Section
-----------------------------                                          ---------------------------
<S>                             <C>                                    <C>
(Section) 310                   (a) (1).............................   8.7
                                (a) (2).............................   8.7
                                (a) (3).............................   8.9
                                (a) (4).............................   2.7(a)(ii)
                                (b).................................   8.8
(Section) 311                   (a).................................   8.13
                                (b).................................   8.13
(Section) 312                   (a)                                    5.7
                                (b)                                    5.7
                                (c)                                    5.7
(Section) 313                   (a)                                    8.14(a)
                                (a) (4)                                8.14(a)
                                (b)                                    8.14(a)
                                (c)                                    10.9
                                (d)                                    8.14(b)
(Section) 314                   (a)                                    8.15
                                (b)                                    Not applicable
                                (c) (1)                                8.16
                                (c) (2)                                8.16
                                (c) (3)                                Not applicable
                                (d)                                    Not applicable
                                (e)                                    1.1, 8.16
(Section) 315                   (a)                                    8.1(a), 8.3(a)
                                (b)                                    8.2, 10.9
                                (c)                                    8.1(a)
                                (d)                                    8.1, 8.3
                                (e)                                    Not Applicable
(Section) 316                   (a)                                    Not Applicable
                                (a) (1) (A)                            Not Applicable
                                (a) (1) (B)                            Not Applicable
                                (a) (2)                                Not Applicable
                                (b)                                    5.14
                                (c)                                    6.7
(Section) 317                   (a) (1)                                Not Applicable
                                (a) (2)                                Not Applicable
                                (b)                                    5.9
(Section) 318                   (a)                                    10.11

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the
      Trust Agreement.
</TABLE>
<PAGE>

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>

                                                                                              Page
                                                                                              ----
<S>              <C>                                                                          <C>
ARTICLE I.
DEFINED TERMS................................................................................   1
 Section 1.1     Definitions.................................................................   1

ARTICLE II.
CONTINUATION OF THE TRUST....................................................................  10
 Section 2.1     Name........................................................................  10
 Section 2.2     Office of the Delaware Trustee; Principal Place of Business.................  10
 Section 2.3     Initial Contribution of Trust Property; Organizational Expenses.............  10
 Section 2.4     Issuance of the Preferred Securities........................................  10
 Section 2.5     Issuance of the Common Securities; Subscription and
                 Purchase of Debentures......................................................  11
 Section 2.6     Declaration of Trust........................................................  11
 Section 2.7     Authorization to Enter into Certain Transactions............................  11
 Section 2.8     Assets of Trust.............................................................  15
 Section 2.9     Title to Trust Property.....................................................  15

ARTICLE III.
PAYMENT ACCOUNT..............................................................................  15
 Section 3.1     Payment Account.............................................................  15

ARTICLE IV.
DISTRIBUTIONS; REDEMPTION....................................................................  15
 Section 4.1     Distributions...............................................................  15
 Section 4.2     Exchange and Redemption.....................................................  17
 Section 4.3     Subordination of Common Securities..........................................  20
 Section 4.4     Payment Procedures..........................................................  21
 Section 4.5     Tax Returns and Reports.....................................................  21
 Section 4.6     Payment of Expenses of the Trust............................................  21
 Section 4.7     Payments under Indenture or Pursuant to Direct Actions......................  22

ARTICLE V.
TRUST SECURITIES CERTIFICATES................................................................  22
 Section 5.1     Initial Ownership...........................................................  22
 Section 5.2     The Trust Securities Certificates...........................................  22
 Section 5.3     Execution and Delivery of Trust Securities Certificates.....................  22
 Section 5.4     Registration of Transfer and Exchange of Preferred Securities Certificates..  23
 Section 5.5     Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates..........  23
 Section 5.6     Persons Deemed Securityholders..............................................  24
 Section 5.7     Access to List of Securityholders' Names and Addresses......................  24
 Section 5.8     Maintenance of Office or Agency.............................................  24
 Section 5.9     Appointment of Paying Agent.................................................  24
 Section 5.10    Ownership of Common Securities by Depositor.................................  25
</TABLE>

<PAGE>

<TABLE>

<S>              <C>                                                                          <C>
 Section 5.11    Book-Entry Preferred Securities Certificates; Common Securities Certificate.  25
 Section 5.12    Notices to Clearing Agency..................................................  26
 Section 5.13    Definitive Preferred Securities Certificates................................  26
 Section 5.14    Rights of Securityholders...................................................  27
 Section 5.15    CUSIP Numbers...............................................................  29

ARTICLE VI.
ACTS OF SECURITYHOLDERS; MEETINGS; VOTING....................................................  29
 Section 6.1     Limitations on Voting Rights................................................  29
 Section 6.2     Notice of Meetings..........................................................  30
 Section 6.3     Meetings of Preferred Securityholders.......................................  31
 Section 6.4     Voting Rights...............................................................  31
 Section 6.5     Proxies, etc................................................................  31
 Section 6.6     Securityholder Action by Written Consent....................................  31
 Section 6.7     Record Date for Voting and Other Purposes...................................  32
 Section 6.8     Acts of Securityholders.....................................................  32
 Section 6.9     Inspection of Records.......................................................  33

ARTICLE VII.
REPRESENTATIONS AND WARRANTIES...............................................................  33
 Section 7.1     Representations and Warranties of the Property
                 Trustee and the Delaware Trustee............................................  33
 Section 7.2     Representations and Warranties of Depositor.................................  34

ARTICLE VIII.
THE TRUSTEES.................................................................................  35
 Section 8.1     Certain Duties and Responsibilities.........................................  35
 Section 8.2     Certain Notices.............................................................  36
 Section 8.3     Certain Rights of Property Trustee..........................................  36
 Section 8.4     Not Responsible for Recitals or Issuance of Securities......................  38
 Section 8.5     May Hold Securities.........................................................  38
 Section 8.6     Compensation; Indemnity; Fees...............................................  39
 Section 8.7     Corporate Property Trustee Required; Eligibility of Trustees................  40
 Section 8.8     Conflicting Interests.......................................................  40
 Section 8.9     Co-Trustees and Separate Trustee............................................  40
 Section 8.10    Resignation and Removal; Appointment of Successor...........................  42
 Section 8.11    Acceptance of Appointment by Successor......................................  43
 Section 8.12    Merger, Conversion, Consolidation or Succession to Business.................  44
 Section 8.13    Preferential Collection of Claims Against Depositor or Trust................  44
 Section 8.14    Reports by Property Trustee.................................................  45
 Section 8.15    Reports to the Property Trustee.............................................  45
 Section 8.16    Evidence of Compliance with Conditions Precedent............................  45
 Section 8.17    Number of Trustees..........................................................  45
 Section 8.18    Delegation of Power.........................................................  46
</TABLE>

                                       ii

<PAGE>

<TABLE>

<S>              <C>                                                                          <C>
ARTICLE IX.
TERMINATION, LIQUIDATION AND MERGER..........................................................  46
 Section 9.1     Dissolution Upon Expiration Date............................................  46
 Section 9.2     Early Dissolution...........................................................  47
 Section 9.3     Termination.................................................................  47
 Section 9.4     Liquidation.................................................................  47
 Section 9.5     Mergers, Consolidations, Amalgamations or Replacements of the Trust.........  49

ARTICLE X.
MISCELLANEOUS PROVISIONS.....................................................................  50
 Section 10.1    Limitation of Rights of Securityholders.....................................  50
 Section 10.2    Liability of the Common Securityholder......................................  50
 Section 10.3    Amendment...................................................................  50
 Section 10.4    Separability................................................................  51
 Section 10.5    Governing Law...............................................................  51
 Section 10.6    Payments Due on Non-Business Day............................................  51
 Section 10.7    Successors..................................................................  52
 Section 10.8    Headings....................................................................  52
 Section 10.9    Reports, Notices and Demands................................................  52
 Section 10.10   Agreement Not to Petition...................................................  52
 Section 10.11   Trust Indenture Act; Conflict with Trust Indenture Act......................  53
 Section 10.12   Acceptance of Terms of Trust Agreement, Guarantee and Indenture.............  53
 Section 10.13   Holders are Parties.........................................................  54
 Section 10.14   Counterparts................................................................  54
 </TABLE>

                                      iii

<PAGE>

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of December ___, 2001, among
(i) National Commerce Financial Corporation, a Tennessee corporation (including
any successors or assigns, the "Depositor"), (ii) The Bank of New York, a New
York banking corporation, as property trustee (in each such capacity, the
"Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Bank"), (iii) The Bank of New York
(Delaware), a banking corporation organized under the laws of the State of
Delaware, as Delaware trustee (the "Delaware Trustee"), (iv) Sheldon M. Fox, an
individual, and Charles A. Neale, an individual, each of whose address is c/o
National Commerce Financial Corporation, One Commerce Square, Memphis, Tennessee
38150 (each an "Administrative Trustee" and collectively the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the "Trustees") and (v) the several
Holders, as hereinafter defined.

                                   WITNESSETH

     WHEREAS, the Depositor, the Administrative Trustees and the Delaware
Trustee have heretofore duly declared and established a business trust pursuant
to the Delaware Business Trust Act by the entering into that certain Trust
Agreement, dated as of November 16, 2001, (the "Original Trust Agreement"), and
by the execution and filing with the Secretary of State of the State of Delaware
of the Certificate of Trust, filed on November 16, 2001, attached as Exhibit A
(the "Certificate of Trust"); and

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

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

                                  ARTICLE I.
                                 DEFINED TERMS

     Section 1.1  Definitions.

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

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

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

                                       1
<PAGE>

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

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

     "Act" has the meaning specified in Section 6.8.

     "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Indenture) paid by the Depositor on a Like Amount of Debentures
for such period.

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

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

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

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

                                       2
<PAGE>

     willingness to be adjudicated a bankrupt, or the taking of corporate action
     by such Person in furtherance of any such action.

     "Bankruptcy Laws" has the meaning specified in Section 10.10.

     "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 Trustees.

     "Book-Entry Preferred Securities Certificate" means a Preferred Securities
Certificate issued in certificated, fully registered form, evidencing ownership
of Book-Entry Preferred Securities.

     "Book-Entry Preferred Security" means a beneficial interest in a Preferred
Security, ownership and transfers of which shall be made through book entries by
a Clearing Agency as described in Section 5.11.

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

     "Capital Treatment Event" means the reasonable determination by the
Depositor that, as a result of (i) any amendment to, or change in, the laws or
any regulations of the United States or any political subdivision thereof or
therein that becomes effective on or after the date of the initial issuance of
the Preferred Securities, (ii) any proposed change in such laws or regulations
that is announced on or after the date of the initial issuance of the Preferred
Securities, or (iii) any official administrative decision, judicial decision,
administrative action or other official pronouncement interpreting or applying
such laws or regulations that is announced on or after the date of initial
issuance of the Preferred Securities hereunder, there is more than an
insubstantial risk that the Depositor will not be entitled to treat an amount
equal to the Liquidation Amount of the Preferred Securities as "Tier 1 Capital"
(or the then equivalent thereof) for purposes of the capital adequacy guidelines
of the Federal Reserve, as then in effect and applicable to the Depositor.

     "Certificate Depository Agreement" means the agreement among the Trust, the
Depositor and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date, relating to the Trust Securities Certificates, as
the same may be amended and supplemented from time to time.

     "Certificate of Trust" has the meaning specified in the recitals hereof, as
amended from time to time.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository Trust Company will be the initial Clearing Agency.

                                       3
<PAGE>

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

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

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

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

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

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

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

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

     "Debenture Trustee" means The Bank of New York, a New York banking
corporation, as trustee under the Indenture, and any successor trustee appointed
as provided therein.

     "Debentures" means the $_____ aggregate principal amount of the Depositor's
[___%] Junior Subordinated Deferrable Interest Debentures issued pursuant to the
Indenture.

     "Deferral Period" has the meaning specified in Section 4.2(a)(iv).

     "Definitive Preferred Securities Certificates" means Preferred Securities
Certificates issued to Owners in certificated, fully registered form as provided
in Section 5.13.

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

                                       4
<PAGE>

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

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

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

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

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

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

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

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

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

          (d)  default in the performance, or breach, in any material respect,
     of any covenant or warranty of the Trustees in this Trust Agreement (other
     than a covenant or warranty a default in the performance or breach of which
     is dealt with in clause (b) or (c) above) and continuation of such default
     or breach for a period of 90 days after there has been given, by registered
     or certified mail, to the Trust or 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 90 days thereof.

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

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

     "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and The Bank of New York, as trustee, contemporaneously with the
execution and delivery of

                                       5
<PAGE>

this Trust Agreement, for the benefit of the Holders of the Trust Securities, as
amended from time to time.

     "Indemnified Person" has the meaning specified in Section 8.6(c).

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

     "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 portion of the
principal amount of Debentures to be contemporaneously redeemed in accordance
with the Indenture, the proceeds of which will be used to pay the Redemption
Price of such Trust Securities in exchange therefor, and (b) with respect to a
distribution of Debentures to Holders of Trust Securities in connection with a
dissolution or liquidation of the Trust, Debentures having a principal amount
equal to the Liquidation Amount of the Trust Securities of the Holder to whom
such Debentures are distributed.

     "Liquidation Amount" means the stated amount of $25.00 per Trust Security.

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

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

     "1940 Act" means the Investment Company Act of 1940, as amended.

     "Officers' Certificate" means a certificate signed by the Chairman, Chief
Executive Officer, President, or any Vice President, and by the Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Controller, 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
8.16 shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

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

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

                                       6
<PAGE>

          (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 a written opinion of 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 Trust Securities means, as of the
date of determination, all Trust Securities theretofore issued under this Trust
Agreement, except:

          (a)  Trust Securities represented by a Trust Securities Certificate
     that was theretofore cancelled by the Securities Registrar or delivered to
     the Securities Registrar for cancellation;

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

          (c)  Trust Securities which have been paid or Trust Securities
     represented by Trust Securities Certificates in exchange for or in lieu of
     which other Trust Securities Certificates have been executed and delivered
     pursuant to this Trust Agreement, including pursuant to Sections 5.4, 5.5,
     5.11 and 5.13;

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

     "Owner" means each Person who is the beneficial owner of Book-Entry
Preferred Securities as reflected in the records of the Clearing Agency or, if a
Clearing Agency Participant is not the beneficial owner, then as reflected in
the records of a Person maintaining an account

                                       7
<PAGE>

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 5.9 and shall initially be the Bank.

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

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

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

     "Preferred Security" means a ___% Trust Preferred Security representing an
undivided beneficial interest in the assets of the Trust, having a Liquidation
Amount of $25.00 and the rights provided therefor in this Trust Agreement,
including the right to receive Distributions and a Liquidation Distribution as
provided herein.

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

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

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures, allocated on a pro rata basis (based on Liquidation Amounts) among
the Trust Securities.

     "Relevant Trustee" shall have the meaning specified in Section 8.10.

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

     "Securityholder" or "Holder" means a Person in whose name a Trust Security
or Trust Securities is registered in the Securities Register; any such Person
shall be a beneficial owner within the meaning of the Delaware Business Trust
Act; provided, however, that in determining

                                       8
<PAGE>

whether the Holders of the requisite amount of Preferred Securities have voted
on any matter provided for in this Trust Agreement, then for the purpose of any
such determination, so long as Definitive Preferred Securities Certificates have
not been issued, the term Securityholders or Holders as used herein shall refer
to the Owners. A Holder of Common Securities, Preferred Securities or Trust
Securities may be referred to from time to time herein as a "Common
Securityholder," "Preferred Securityholder" or "Trust Securityholder,"
respectively.

     "Tax Event" means the receipt by the Trust or the Depositor of an Opinion
of Counsel experienced in such matters to the effect that, as a result of (i)
any amendment to, or change in the laws or regulations of the United States or
any political subdivision or taxing authority thereof or therein, which
amendment or change is effective after the date of issuance of the Preferred
Securities under this Trust Agreement, (ii) any proposed change in such laws or
regulations that is announced after the date of issuance of the Preferred
Securities under this Trust Agreement, or (iii) any official administrative or
judicial decision or administrative action or other official pronouncement
interpreting or applying those laws or regulations that is announced after the
date of issuance of the Preferred Securities under this Trust Agreement, there
is more than an insubstantial risk that (A) the Trust is, or will be within 90
days after the date of such opinion of Counsel, subject to United States federal
income tax with respect to income received or accrued on the Debentures, (B)
interest payable by the Depositor on the Debentures is not, or within 90 days
after the date of such Opinion of Counsel, will not be, deductible by the
Depositor, in whole or in part, for United States federal income tax purposes or
(C) the Trust is, or will be within 90 days after the date of such Opinion of
Counsel, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

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

     "Trust Agreement" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented in accordance with the applicable
provisions hereof, including (i) all exhibits hereto and (ii) 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 in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 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.

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

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

                                       9
<PAGE>

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

     "Underwriting Agreement" means the Underwriting Agreement dated as of
December ___, 2001 among the Trust, the Depositor, J.P. Morgan Securities Inc.
and Merrill, Lynch, Pierce, Fenner and Smith Incorporated as representatives of
the underwriters named therein.

                                  ARTICLE II.
                           CONTINUATION OF THE TRUST

     Section 2.1  Name.

     The Trust continued hereby shall be known as "National Commerce Capital
Trust II," 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 engage in the transactions
contemplated hereby, make and execute contracts and other instruments on behalf
of the Trust and sue and be sued.

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

     The address of the Delaware Trustee in the State of Delaware is c/o The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, Attention: Corporate Trust Department, or such other address in the State
of Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Depositor. The principal executive office of the Trust
is c/o National Commerce Financial Corporation, One Commerce Square, Memphis,
Tennessee 38150.

     Section 2.3 Initial Contribution of Trust Property; Organizational
Expenses.

     The Property Trustee acknowledges receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $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.

     Section 2.4  Issuance of the Preferred Securities

     As of December __, 2001, 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 5.2 and deliver to the Underwriters named in the
Underwriting Agreement Preferred Securities Certificates, registered in the name
of the nominee of the initial Clearing Agency, representing an aggregate amount
of 8,000,000 Preferred Securities having an aggregate Liquidation Amount of
$200,000,000, against receipt of an aggregate purchase price plus accrued
distributions of such Preferred Securities of $______, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.

                                       10
<PAGE>

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

     Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.2 and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, representing an aggregate amount of
Common Securities having an aggregate Liquidation Amount of $_________ against
payment by the Depositor of an aggregate purchase price therefor of $_________,
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 and having an aggregate principal
amount equal to $________ and, in satisfaction of the purchase price plus
accrued interest from ______ for such Debentures, the Property Trustee, on
behalf of the Trust, shall deliver to the Depositor the sum of $___________
(being the sum of the amounts delivered to the Property Trustee pursuant to (i)
the second sentence of Section 2.4 and (ii) the first sentence of this Section
2.5).

     Section 2.6  Declaration of Trust.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities, (b) to use the proceeds from such sale to acquire the
Debentures, and to hold and dispose of the Debentures as contemplated herein,
and (c) to engage in those activities necessary 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
will hold the Trust Property in trust upon and subject to the conditions set
forth herein for the benefit of the Trust and the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Delaware Business Trust Act.

     Section 2.7  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 2.7, Article VIII and in accordance
     with the following provisions (i) and (ii), the Trustees shall have the
     authority to enter into all transactions and agreements determined by the
     Trustees to be appropriate in exercising the authority, express or implied,
     otherwise granted to the Trustees under this Trust Agreement, and to
     perform all acts in furtherance thereof, including without limitation, the
     following:

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

                                       11
<PAGE>

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

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

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

                    (D) assisting in the listing, if any, of the Preferred
               Securities upon such national securities exchange or exchanges or
               automated quotation system or systems as shall be determined by
               the Depositor and the registration of the Preferred Securities
               under the Securities Exchange Act of 1934, as amended, 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 and Securities
               Registrar and, if applicable, a transfer agent, 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
               execution and filing of the certificate of cancellation with the
               Secretary of State of the State of Delaware;

                    (H) unless otherwise determined by the Depositor, the
               Property Trustee or the Administrative Trustees, or as otherwise
               required by the Delaware Business Trust Act or the Trust
               Indenture Act, to execute on behalf of the Trust (either acting
               alone or together with any or all of the Administrative Trustees)
               any documents that the Administrative Trustees have the power to
               execute pursuant to this Trust Agreement; and

                    (I) the taking of any action incidental to the foregoing as
               the 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).

                                       12
<PAGE>

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

                    (A)  the establishment 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 through the Paying Agent of amounts
               owed to the Securityholders in respect of the Trust Securities;

                    (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; and

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

          (b) So long as this Trust Agreement remains in effect, the Trust (or
     the Trustees acting on behalf of the Trust) shall not undertake any
     business, activities or transaction except as expressly provided herein or
     contemplated hereby. In particular, the Trustees shall not (i) acquire any
     investments or engage in any activities not authorized by this Trust
     Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off
     or otherwise dispose of any of the Trust Property or interests therein,
     including to Securityholders, except as expressly provided herein, (iii)
     take any action that would cause the Trust to fail or cease to qualify as a
     "grantor trust" for United States federal income tax purposes, (iv) incur
     any indebtedness for borrowed money or issue any other debt, (v) take or
     consent to any action that would result in the placement of a Lien on any
     of the Trust Property, (vi) invest any proceeds received by the Trust from
     holding the Debentures, but shall distribute all such proceeds to Holders
     of Trust Securities pursuant to the terms of this Trust Agreement and of
     the Trust Securities; (vii) acquire any assets other than the Trust
     Property, (viii) possess any power or otherwise act in such a way as to
     vary the Trust Property, (ix) possess any power or otherwise act in such a
     way as to vary the terms of

                                       13
<PAGE>

     the Trust Securities in any way whatsoever (except to the extent expressly
     authorized in this Trust Agreement or by the terms of the Trust Securities)
     or (x) issue any securities or other evidences of beneficial ownership of,
     or beneficial interest in, the Trust other than the Trust Securities. The
     Administrative Trustees shall defend all claims and demands of all Persons
     at any time claiming any Lien on any of the Trust Property adverse to the
     interest of the Trust or the Securityholders in their capacity as
     Securityholders.

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

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

               (ii) the determination of the states in which to take appropriate
          action to qualify or register for sale all or part of the Preferred
          Securities and the determination of any and all such acts, other than
          actions which must be taken by or on behalf of the Trust, and the
          advice to the Trustees of actions they must take on behalf of the
          Trust, and the preparation for execution and filing of 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 New York Stock Exchange
          or any other national stock exchange or the Nasdaq National Market or
          any other automated quotation system for listing upon notice of
          issuance of any Preferred Securities and filing with such exchange or
          self-regulatory organization such notifications and documents as may
          be necessary from time to time to maintain such listing;

               (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 any of the foregoing activities.

          (d) Notwithstanding anything herein to the contrary, the
     Administrative Trustees are authorized and directed to conduct the affairs
     of the Trust and to operate the Trust so that the Trust will not be deemed
     to be an "investment company" required to be registered under the 1940 Act,
     or fail to be classified as a grantor trust for United States federal
     income tax purposes and so that the Debentures will be treated as
     indebtedness of the Depositor for United States federal income tax
     purposes. In this connection, the Depositor and the Administrative Trustees
     are authorized to take any action, not inconsistent with applicable law,
     the Certificate of

                                       14
<PAGE>

     Trust or this Trust Agreement, that each of the Depositor and any
     Administrative Trustee determines in its discretion to be necessary or
     desirable for such purposes, as long as such action does not adversely
     affect in any material respect the interests of the Holders of the
     Preferred Securities.

     Section 2.8  Assets of Trust.

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

     Section 2.9  Title to Trust Property.

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

     Section 2.10  Execution of Documents

     Unless otherwise determined by the Administrative Trustees, and except as
otherwise required by the Business Trust Act, any Administrative Trustee is
authorized to execute on behalf of the Trust any documents which the
Administrative Trustees have the power and authority to execute pursuant to this
Trust Agreement.

                                 ARTICLE III.
                                PAYMENT ACCOUNT

     Section 3.1  Payment Account.

          (a) On or prior to the Closing Date, the Property Trustee shall
     establish the Payment Account. The Property Trustee and 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 in
     and withdrawals from the Payment Account in accordance with this Trust
     Agreement. All monies and other property deposited or held from time to
     time in the Payment Account shall be held by the Property Trustee in the
     Payment Account for the exclusive benefit of the 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 or premium
     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.

                                  ARTICLE IV.
                           DISTRIBUTIONS; REDEMPTION

     Section 4.1  Distributions.

                                       15
<PAGE>

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

               (i) Distributions on the Trust Securities shall be cumulative,
          and will accumulate whether or not there are funds of the Trust
          available for the payment of Distributions. Distributions shall accrue
          from ________, and, except in the event (and to the extent) that the
          Depositor exercises its right to defer the payment of interest on the
          Debentures pursuant to the Indenture, shall be payable quarterly in
          arrears on [ ], [ ], [ ] and [ ] of each year, commencing on _______.
          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 additional Distributions or other
          payment in respect of any such delay) except that, if such Business
          Day is in the next succeeding calendar year, payment of such
          Distribution shall be made on the immediately preceding Business Day,
          in each case with the same force and effect as if made on such date
          (each date on which Distributions are payable in accordance with this
          Section 4.1(a), a "Distribution Date").

               (ii) 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 rate per annum of the Liquidation Amount provided for in the
          Debentures. The amount of Distributions for any Distribution period
          shall be computed on the basis of the number of days elapsed in a 360-
          day year of twelve 30-day months. The amount of Distributions payable
          for any period shall include the Additional Amounts, if any.

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

               (iv) So long as no Debenture Event of Default has occurred and is
          continuing, the Depositor shall have the right as set forth in (and
          subject to the terms and conditions of) the Indenture to defer payment
          of interest on the Debentures, at any time or from time to time, for
          up to 20 consecutive quarterly interest payment periods with respect
          to each deferral period (each a "Deferral Period") but not beyond the
          Stated Maturity (as defined in the Indenture) of the Debentures. If
          the Depositor exercises such right, the Trust will also defer paying
          quarterly Distributions on the Trust Securities during any such
          Deferral Period. During any such Deferral Period, Distributions will
          continue to accrue on the Trust Securities at the annual rate of
          [__]%, compounded quarterly.

                                       16
<PAGE>

          Prior to the termination of any such Deferral Period, the Depositor
          may further extend such Deferral Period as set forth in (and subject
          to the terms conditions of) the Indenture, provided that no Deferral
          Period shall exceed 20 consecutive quarterly Distribution periods or
          extend beyond the Stated Maturity (as defined in the Indenture) of the
          Debentures. Upon the termination of any such Deferral Period and upon
          the payment of all accrued and unpaid Distributions and any Additional
          Amounts then due, the Depositor may elect to begin a new Deferral
          Period, subject to the above requirements. No Distributions shall be
          due and payable during a Deferral Period except at the end thereof.
          Payments of accrued Distributions will be payable to Holders of Trust
          Securities as they appear on the Securities Register for the Trust
          Securities on the relevant record date for the first Distribution Date
          occurring at or after the end of the Deferral Period. The Depositor
          shall give the Holder of this Trust Security and the Property Trustee
          notice of its election to begin any Deferral Period at lease one
          Business Day prior to the next succeeding Distribution Date on which a
          Distribution on this Trust Security would be payable but for such
          deferral.

          (b) Distributions on the Trust Securities with respect to a
     Distribution Date shall be payable to the Holders thereof as they appear on
     the Securities Register for the Trust Securities on the relevant record
     date, which shall be one Business Day prior to such Distribution Date;
     provided, however, that in the event that the Preferred Securities do not
     remain in book-entry-only form, the relevant record date shall be the 15th
     day of the month prior to the relevant Distribution Date (whether or not
     such record date is a Business Day).

     Section 4.2  Exchange or Redemption.

          (a) The Depositor shall have the right to exchange the Preferred
     Securities as set forth below:

                                       17
<PAGE>

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

               (ii) In the case of an exchange described in Section 4.2(a), the
          Trust will, on the date of such exchange, exchange Debentures having a
          principal amount equal to a proportional amount of the aggregate
          Liquidation Amount of the Outstanding Common Securities, based on the
          ratio of the aggregate Liquidation Amount of the Preferred Securities
          exchanged pursuant to Section 4.2(a) divided by the aggregate
          Liquidation Amount of the Preferred Securities outstanding immediately
          prior to such exchange, for such proportional amount of Common
          Securities held by the Depositor (which contemporaneously shall be
          canceled and no longer be deemed to be Outstanding); provided, that
          the Depositor delivers or caused to be delivered to the Property
          Trustee or its designee the required amount of Common Securities to be
          exchanged by 10:00 A.M. New York time, on the date of distribution on
          which such exchange is to occur.

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

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

               (i)   the Redemption Date;

               (ii)  the Redemption Price;

               (iii) the CUSIP number;

                                       18
<PAGE>

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

               (v)  that on the Redemption Date the Redemption Price will become
          due and payable upon each such Trust Security to be redeemed and that
          Distributions thereon will cease to accrue on and after said date; and

               (vi) if the Preferred Securities are no longer in book-entry-only
          form, the place and address where the Holders shall surrender their
          Preferred Securities Certificates.

          (d) The Trust Securities redeemed on each Redemption Date shall be
     redeemed at the Redemption Price with the proceeds from the contemporaneous
     redemption or payment at stated maturity 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 funds then on
     hand and available in the Payment Account for the payment of such
     Redemption Price.

          (e) If the Property Trustee gives a notice of redemption in respect of
     any Preferred Securities, then, by 12:00 noon, New York City time, on the
     Redemption Date, subject to Section 4.2(d), the Property Trustee will, so
     long as the Preferred Securities are in book-entry-only form, irrevocably
     deposit with the Clearing Agency for the Preferred Securities funds
     sufficient to pay the applicable Redemption Price and will give such
     Clearing Agency irrevocable instructions and authority to pay the
     Redemption Price to the Holders thereof. If the Preferred Securities are no
     longer in book-entry-only form, the Property Trustee, subject to Section
     4.2(d), will irrevocably deposit with the Paying Agent funds sufficient to
     pay the applicable Redemption Price and will give the Paying Agent
     irrevocable instructions and authority to pay the Redemption Price to the
     Holders 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 will cease, except the right of such Securityholders to receive
     the Redemption Price and any Distribution payable on or prior to the
     Redemption Date, but without interest thereon, and such Trust Securities
     will cease to be Outstanding. In the event that any date on which any
     Redemption Price is payable is not a Business Day, then payment of the
     Redemption Price payable on such date will be made on the next succeeding
     day that is a Business Day (and without any interest or other payment in
     respect of any such delay), except that, if such Business Day falls in the
     next calendar year, such payment will be made on the immediately preceding
     Business Day, in each case, with the same force and effect as if made on
     such date. In the event that payment of the Redemption Price in respect of
     any Trust Securities called for redemption is improperly withheld or
     refused and not paid either by the Trust or by the Depositor pursuant to
     the Guarantee, Distributions on such Trust Securities will continue to
     accrue, 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

                                       19
<PAGE>

     actually paid, in which case the actual payment date will be the date fixed
     for redemption for purposes of calculating the Redemption Price.

          (f) Payment of the Redemption Price on the Trust Securities shall be
     made to the recordholders thereof as they appear on the Securities Register
     for the Trust Securities on the relevant record date, which shall be one
     Business Day prior to the relevant Redemption Date; provided, however, that
     in the event that the Preferred Securities do not remain in book-entry-only
     form, the relevant record date shall be the date fifteen days prior to the
     relevant Redemption Date.

          (g)  Subject to Section 4.3(a), if less than all the Outstanding Trust
     Securities are to be redeemed on a Redemption Date, then the aggregate
     Liquidation Amount of Trust Securities to be redeemed shall be allocated on
     a pro rata basis (based on Liquidation Amounts) among the Common Securities
     and the Preferred Securities. The particular Preferred Securities to be
     redeemed shall be selected on a pro rata basis (based upon Liquidation
     Amounts) 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 $25.00 or an integral
     multiple of $25.00 in excess thereof) of the Liquidation Amount of
     Preferred Securities of a denomination larger than $25.00. The Property
     Trustee shall promptly notify the Security 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 that has been or
     is to be redeemed.

     Section 4.3  Subordination of Common Securities.

          (a) Payment of Distributions (including Additional Amounts, if
     applicable) on, and the Redemption Price of, the Trust Securities, as
     applicable, shall be made, subject to Section 4.2(g), 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.

                                       20
<PAGE>

     (b) In the case of the occurrence of any Event of Default resulting from
any Debenture Event of Default, the Holder of Common Securities will be deemed
to have waived any right to act with respect to any such Event of Default under
this Trust Agreement until the effect of all such Events of Default with respect
to the Preferred Securities have been cured, waived or otherwise eliminated.
Until any such Event of Default under this Trust Agreement with respect to the
Preferred Securities has 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 will have the right to direct the Property Trustee to
act on their behalf.

     Section 4.4  Payment Procedures.

     Payments of Distributions (including Additional Amounts, if applicable) in
respect of the Preferred Securities shall be made by check mailed to the address
of the Person entitled thereto as such address shall appear on the Securities
Register or, if the Preferred Securities are held by a Clearing Agency, such
Distributions shall be made to the Clearing Agency in immediately available
funds, which shall credit the relevant Persons' accounts at such Clearing Agency
on the applicable Distribution Dates. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed in writing
between the Property Trustee and the Holder of such Common Securities.

     Section 4.5  Tax Returns and Reports.

     The Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all 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 and the
information required to be provided on such form. The Administrative Trustees
shall provide the Depositor and the Property Trustee with a copy of all such
returns and reports promptly after such filing or furnishing. The Trustees 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 4.6  Payment of Expenses of the Trust.

     Pursuant to Section 10.6 of the Indenture, the Depositor, as borrower, has
agreed to pay to the Trust, and reimburse the Trust for, the full amount of any
costs, expenses or liabilities of the Trust (other than obligations of the Trust
to pay the Holders of any Preferred Securities or other similar interests in the
Trust the amounts due such Holders pursuant to the terms of the Preferred
Securities or such other similar interests, as the case may be), including,
without limitation, any taxes, duties or other governmental charges of whatever
nature (other than withholding taxes) imposed on the Trust by the United States
or any other taxing authority. Such payment obligation includes any such costs,
expenses or liabilities of the Trust that are required by applicable law to be
satisfied in connection with a termination of the Trust.

                                       21
<PAGE>

     Section 4.7  Payments under Indenture or Pursuant to Direct Actions.

     Any amount payable hereunder to any Holder of Preferred Securities shall be
reduced by the amount of any corresponding payment such Holder (or an Owner with
respect to the Holder's Preferred Securities) has directly received pursuant to
Section 5.8 of the Indenture or Section 5.14 of this Trust Agreement.

                                  ARTICLE V.
                         TRUST SECURITIES CERTIFICATES

     Section 5.1  Initial Ownership.

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

     Section 5.2  The Trust Securities Certificates.

     The Preferred Securities Certificates shall be issued in minimum
denominations of $25.00 Liquidation Amount and integral multiples of $25.00 in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $25.00 Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by manual
or facsimile signature of at least one Administrative Trustee and, if executed
on behalf of the Trust by facsimile, countersigned by a transfer agent or its
agent. The Preferred Securities Certificates shall be authenticated by the
Property Trustee by manual signature of an authorized signatory thereof. Trust
Securities Certificates bearing the manual signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust or the Property Trustee or, if executed on behalf of the
Trust or the Property Trustee by facsimile, countersigned by a transfer agent or
its agent, 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 5.4, 5.11
and 5.13.

     Section 5.3  Execution and Delivery of Trust Securities Certificates.

     On the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or
upon the written order of the Depositor, signed by its chairman of the board,
its president, any executive vice president or any vice president, treasurer or
assistant treasurer or controller without further corporate action by the
Depositor, in authorized denominations.

                                       22
<PAGE>

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

     The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the "Securities Register") in which the
transfer agent and registrar designated by the Administrative Trustees (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 5.10 in the
case of the Common Securities Certificates) and registration of transfers and
exchanges of Preferred Securities Certificates as herein provided. The Bank
shall be the initial Securities Registrar.

     Upon surrender for registration of transfer or exchange of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.8, the Administrative Trustees or any one of them shall execute on behalf of
the Trust (and if executed on behalf of the Trust by a facsimile signature, such
certificate shall be countersigned by a transfer agent or its agent) and
deliver, in the name of the designated transferee or transferees, one or more
new Preferred Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of execution by such Administrative
Trustee or Trustees.  Such new Preferred Securities Certificates shall be
authenticated by the Property Trustee by manual signature of an authorized
signatory thereof. The Securities Registrar shall not be required to register
the transfer of any Preferred Securities that have been called for redemption
during a period beginning at the opening of business 15 days before the day of
selection for such 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 aggregate Liquidation Amount upon
surrender of the Preferred Securities Certificates to be exchanged at the office
or agency maintained pursuant to Section 5.8.

     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 an Administrative 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 cancelled and subsequently disposed of by an
Administrative Trustee or the Securities Registrar in accordance with such
Person's customary practice.

     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.

     Section 5.5 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

                                       23
<PAGE>

destruction, loss or theft of any Trust Securities Certificate and (b) there
shall be delivered to the Securities Registrar and the Administrative Trustees
such security or indemnity as may be required by them to save each of them
harmless, then in the absence of notice that such Trust Securities Certificate
shall have been acquired by a bona fide purchaser or protected purchasers, the
Administrative Trustees, or any one of them, on behalf of the Trust shall
execute by manual or facsimile signature and, if executed on behalf of the Trust
by facsimile signature, such certificate shall be countersigned by a transfer
agent, 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. Such new Trust
Securities Certificates shall be authenticated by the Property Trustee by manual
signature of an authorized signatory thereof. In connection with the issuance of
any new Trust Securities Certificate under this Section, the Administrative
Trustees or the Securities Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Securities Certificate issued pursuant to this
Section shall constitute conclusive evidence of an undivided beneficial interest
in the Trust Property, as if originally issued, whether or not the lost, stolen
or destroyed Trust Securities Certificate shall be found at any time.

     Section 5.6  Persons Deemed Securityholders.

     The Trustees or the Securities Registrar shall treat the Person in whose
name any Trust Securities Certificate shall be registered in the Securities
Register as the owner of such Trust Securities Certificate for the purpose of
receiving Distributions and, except as otherwise expressly provided in the
definition of "Securityholder," for all other purposes whatsoever, and neither
the Trustees nor the Securities Registrar shall be bound by any notice to the
contrary.

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

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

     Section 5.8  Maintenance of Office or Agency.

     The Administrative Trustees shall maintain 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
Administrative Trustees initially designate The Bank of New York, 101 Barclay
Street, Floor 21 West, New York, New York 10286, Attn: Corporate Trust
Department, as its principal corporate trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor, the
Property Trustee and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.

     Section 5.9  Appointment of Paying Agent.

     The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative

                                       24
<PAGE>

Trustees. Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account for the purpose of making the Distributions referred to
above. The Administrative Trustees may revoke such power and remove the Paying
Agent if such Trustees determine in their sole discretion that the Paying Agent
shall have failed to perform its obligations under this Trust Agreement in any
material respect. The Paying Agent shall initially be the Bank, and any co-
paying agent chosen by the Bank, 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 Bank
shall no longer be the Paying Agent or a successor Paying Agent shall resign or
its authority to act be revoked, the Administrative Trustees shall appoint a
successor that is acceptable to the Property Trustee and the Depositor to act as
Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment to
the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon resignation or
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Property Trustee. The provisions of sections 8.1, 8.3 and 8.6
herein shall apply to the Bank also in its role as Paying Agent, for so long as
the Bank shall act as Paying Agent and, to the extent applicable, to any other
paying agent appointed hereunder, and any Paying Agent shall be bound by the
requirements with respect to paying agents of securities issued pursuant to the
Trust Indenture Act. Any reference in this Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.

     Section 5.10  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, other than a transfer in connection with a consolidation or merger of the
Depositor into another Person, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture, any attempted transfer of the
Common Securities shall be void. The Administrative Trustees shall cause each
Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON OTHER THAN AS SET
FORTH IN THE TRUST AGREEMENT REFERRED TO BELOW".

     Section 5.11 Book-Entry Preferred Securities Certificates; Common
Securities Certificate.

     (a) The Preferred Securities Certificates, upon original issuance, will be
issued in the form of one or more Book-Entry Preferred Securities Certificates,
to be delivered to The Depository Trust Company, the initial Clearing Agency,
by, or on behalf of, the Trust. Such Preferred Securities Certificate or
Certificates shall initially be registered on the Securities Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner
will receive a Definitive Preferred
                                       25
<PAGE>

Securities Certificate representing such Owner's interest in such Preferred
Securities, except as provided in Section 5.13. Unless and until Definitive
Preferred Securities Certificates have been issued to Owners pursuant to Section
5.13:

         (i) the provisions of this Section 5.11(a) shall be in full force and
     effect;

         (ii) except as otherwise expressly provided in the definition of
     "Securityholder," 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 Book-Entry Preferred Securities Certificates
     (including the payment of the Liquidation Amount of and Distributions on
     the Preferred Securities evidenced by Book-Entry Preferred Securities
     Certificates and the giving of instructions or directions to Owners of
     Preferred Securities evidenced by Book-Entry Preferred Securities
     Certificates) as the sole Holder of Preferred Securities evidenced by Book-
     Entry Preferred Securities Certificates and shall have no obligations to
     the Owners thereof;

         (iii) to the extent that the provisions of this Section 5.11 conflict
     with any other provisions of this Trust Agreement, the provisions of this
     Section 5.11 shall control; and

         (iv) the rights of the Owners of the Book-Entry Preferred Securities
     Certificates shall be exercised only through the Clearing Agency and shall
     be limited to those established by law and agreements between such Owners
     and the Clearing Agency and/or the Clearing Agency Participants. Pursuant
     to the Certificate Depository Agreement, unless and until Definitive
     Preferred Securities Certificates are issued pursuant to Section 5.13, the
     initial Clearing Agency will make book-entry transfers among the Clearing
     Agency Participants and receive and transmit payments on the Preferred
     Securities to such Clearing Agency Participants.

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

     Section 5.12  Notices to Clearing Agency.

     To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, unless and until Definitive Preferred
Securities Certificates shall have been issued to Owners pursuant to Section
5.13, the Trustees shall give all such notices and communications specified
herein to be given to Owners to the Clearing Agency, and shall have no
obligations to the Owners.

     Section 5.13  Definitive Preferred Securities Certificates.

     If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing, able or eligible to properly discharge its
responsibilities with respect to the Preferred

                                       26
<PAGE>

Securities Certificates, and a successor depositary is not appointed by the
Trust within 90 days, (b) the Depositor at its option advises the Trustees in
writing that it elects to terminate the book-entry system through the Clearing
Agency or (c) after the occurrence of a Debenture Event of Default, Owners of at
least a majority of the aggregate Liquidation Amount of the Preferred Securities
advise the Administrative Trustees in writing that the continuation of a book-
entry system through the Clearing Agency is no longer in the best interest of
the Owners, then the Administrative Trustees shall notify the other Trustees and
the Clearing Agency, and the Clearing Agency, in accordance with its customary
rules and procedures, shall notify all Clearing Agency Participants for whom it
holds Preferred Securities of the occurrence of any such event and of the
availability of the Definitive Preferred Securities Certificates to Owners,
requesting the same. Upon surrender to the Administrative Trustees of the
typewritten Preferred Securities Certificate or Certificates representing the
Book-Entry Preferred Securities 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 or, if executed on behalf of the
Trust by facsimile, countersigned by a transfer agent or its agent. The
Definitive Preferred Securities Certificates shall be authenticated by the
Property Trustee by manual signature of an authorized signatory thereof. 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 Definitive
Preferred Securities Certificates, the Trustees shall recognize the Holders of
the Definitive Preferred Securities Certificates as Securityholders. The
Definitive Preferred Securities Certificates shall be typewritten, printed,
lithographed or engraved or may be produced in any other manner as is reasonably
acceptable to the Administrative Trustees that meets the requirements of any
stock exchange or automated quotation system on which the Preferred Securities
are then listed or approved for trading, as evidenced by the execution thereof
by the Administrative Trustees or any one of them.

     Section 5.14  Rights of Securityholders.

     (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial ownership 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 and when issued and delivered to
Securityholders against payment of the purchase price therefor will be validly
issued, fully paid and nonassessable by the Trust. The Holders of the Preferred
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

     (b) For so long as any Preferred Securities remain Outstanding, if, upon a
Debenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in principal amount of the outstanding Debentures fail to declare
the principal of all of the Debentures to be immediately due and payable, the
Holders of at least 25% in Liquidation Amount of the Preferred Securities then
Outstanding shall have such right by a notice in writing

                                       27
<PAGE>

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 as set forth in the Indenture, provided that
the payment of principal, premium and interest on such Debentures shall remain
subordinated to the extent provided in the Indenture.

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

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

             (A) all overdue installments of interest (including any Additional
         Interest (as defined in the Indenture)) on all of the Debentures,

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

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

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

     The Holders of a majority in aggregate Liquidation Amount of the Preferred
Securities may, on behalf of the Holders of all the Preferred Securities, waive
any past default under the Indenture, except a default in the payment of
principal, premium or interest (which default may be waived only if all Events
of Default with respect to the Debentures, other than the non-payment of the
principal of the Debentures which has become due solely by such acceleration,
have been cured or annulled as provided in Section 5.03 of the Indenture and the
Depositor has paid or deposited with the Debenture Trustee a sum sufficient to
pay all overdue installments of interest (including any Additional Interest (as
defined in the Indenture)) on the Debentures, the principal of (and premium, if
any, on) any Debentures which have become due otherwise than by such declaration
of acceleration and interest thereon at the rate borne by the Debentures, and
all sums paid or advanced by the Debenture Trustee under the Indenture and the
reasonable compensation, expenses, disbursements and advances of the Debenture
Trustee and the Property Trustee, their agents and counsel) or a default in
respect of a covenant or provision which under the Indenture cannot be modified
or amended without the consent of the holder of each outstanding Debenture. No
such rescission shall affect any subsequent default or impair any right
consequent thereon.

                                       28
<PAGE>

     Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of the Preferred
Securities all or part of which are represented by Book-Entry Preferred
Securities Certificates, a record date shall be established for determining
Holders of Outstanding Preferred Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders of Outstanding Preferred Securities on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 5.14(b).

     (c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 5.1(1)
or 5.1(2) of the Indenture, any Holder of Preferred Securities shall have the
right to institute a proceeding directly against the Depositor, pursuant to
Section 5.8 of the Indenture, for enforcement of payment to such Holder of the
principal amount of or premium or interest on Debentures having a principal
amount equal to the Liquidation Amount of the Preferred Securities of such
Holder (a "Direct Action"). Except as set forth in Section 5.14(b) and this
Section 5.14(c), the Holders of Preferred Securities shall have no right to
exercise directly any right or remedy available to the holders of, or in respect
of, the Debentures.

     Section 5.15  CUSIP Numbers.

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

                                  ARTICLE VI.
                   ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

     Section 6.1  Limitations on Voting Rights.

     (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.3 and
in the Indenture and as otherwise required by law, no Holder of Preferred
Securities shall have any

                                       29
<PAGE>

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 respect to such
Debentures, (ii) waive any past default which is waiveable under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable or (iv) consent to
any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a majority in Liquidation Amount of all
Outstanding Preferred Securities, provided, however, that where a consent under
the Indenture would require the consent of each holder of 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 Preferred Securities, except by a subsequent vote of the Holders of Preferred
Securities. The Property Trustee shall notify all Holders of the 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, at the expense of the Depositor,
obtain an Opinion of Counsel experienced in such matters to the effect that such
action shall not cause the Trust to be classified as an association or publicly
traded partnership taxable as a corporation for United States federal income tax
purposes.

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

     Section 6.2  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 10.9 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.

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<PAGE>

     Section 6.3  Meetings of Preferred Securityholders.

     No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Preferred
Securityholders to vote on any matter upon the written request of the Preferred
Securityholders of record of 25% of the Outstanding Preferred Securities (based
upon their 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 Preferred Securityholders are
entitled to vote.

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

     If a quorum is present at a meeting, an affirmative vote by the Preferred
Securityholders of record present, in person or by proxy, holding a majority of
the Outstanding Preferred Securities (based upon their Liquidation Amount) held
by holders of record of Outstanding Preferred Securities present, either in
person or by proxy, at such meeting shall constitute the action of the Preferred
Securityholders, unless this Trust Agreement requires a greater number of
affirmative votes.

     Section 6.4  Voting Rights.

     Securityholders shall be entitled to one vote for each $25.00 of
Liquidation Amount represented by their Trust Securities in respect of any
matter as to which such Securityholders are entitled to vote.

     Section 6.5  Proxies, etc.

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

     Section 6.6  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 Liquidation Amount)
entitled to vote in respect of such action (or

                                       31
<PAGE>

such larger proportion thereof as shall be required by any express provision of
this Trust Agreement) shall consent to the action in writing.

     Section 6.7  Record Date for Voting and Other Purposes.

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

     Section 6.8  Acts of Securityholders.

     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 or Owners may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Securityholders
or Owners 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 or
Owners 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 8.1) conclusive in favor
of the Trustees, if made in the manner provided in this Section.

     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.

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

     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.

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

                                       32
<PAGE>

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

     If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

     Section 6.9  Inspection of Records.

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

                                 ARTICLE VII.
                         REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

                                       33
<PAGE>

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

     (g) neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of
any of the transactions by the Property Trustee or the Delaware Trustee (as
appropriate in context) 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 New York or Delaware law governing the banking, trust or general powers
of the Property Trustee or the Delaware Trustee, as the case may be; and

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

     Section 7.2  Representations and Warranties of Depositor.

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

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

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

                                       34
<PAGE>

                                 ARTICLE VIII.
                                 THE TRUSTEES

     Section 8.1  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 to
them. 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. Nothing in this Trust Agreement shall be construed to release an
Administrative Trustee from liability for its own gross negligent action, its
own gross negligent failure to act, or its own willful misconduct. To the extent
that, at law or in equity, an Administrative Trustee has duties (including
fiduciary duties) and liabilities relating thereto to the Trust or to the
Securityholders, such Administrative Trustee shall not be liable to the Trust or
to any Securityholder for such Trustee's good faith reliance on the provisions
of this Trust Agreement. The provisions of this Trust Agreement, to the extent
that they restrict the duties and liabilities of the Administrative Trustees
otherwise existing at law or in equity, are agreed by the Depositor and the
Securityholders to replace such other duties and liabilities of the
Administrative Trustees.

     (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Securityholder,
by its acceptance of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.1(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement or, in the case of the Property Trustee, in the Trust
Indenture Act.

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

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

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

                                       35
<PAGE>

     the Holders of not less than a majority in Liquidation Amount of the Trust
     Securities relating to the time, method and place of conducting any
     proceeding for any remedy available to the Property Trustee, or exercising
     any trust or power conferred upon the Property Trustee under this Trust
     Agreement;

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

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

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

     Section 8.2  Certain Notices.

     Within ten Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.9, notice of such Event of
Default to the Securityholders, the Administrative Trustees and the Depositor,
unless such Event of Default shall have been cured or waived.

     Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Debentures
pursuant to the Indenture, the Administrative Trustee shall transmit, in the
manner and to the extent provided in Section 10.9, notice of such exercise to
the Securityholders and the Property Trustee, unless such exercise shall have
been revoked.

     Section 8.3  Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

     (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;

                                       36
<PAGE>

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

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

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

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

     (f) the Property Trustee may consult with counsel of its selection (which
counsel may be counsel to the Depositor or any of its Affiliates, and may
include any of its employees) and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice, such counsel may be counsel to the Depositor or any
of its Affiliates, and may include any of its employees; 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;

                                       37
<PAGE>

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

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

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

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

     (l) the Property Trustee may request that the Depositor deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Trust Agreement, which Officers' Certificate may be signed by any person
authorized to sign an Officers' Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded;
and

     (m) the rights, privileges, protections, immunities and benefits given to
the Property Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Property Trustee
in each of its capacities hereunder, and to each agent, custodian and other
Person employed to act hereunder.

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

     Section 8.4  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.
The Trustees make no representations as to the validity or sufficiency of this
Trust Agreement or the Trust Securities.

     Section 8.5  May Hold Securities.

                                       38
<PAGE>

     Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13, except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

     Section 8.6  Compensation; Indemnity; Fees.

     Pursuant to Section 10.6 of the Indenture, the Depositor, as borrower,
agrees:

     (a) to pay to the Trustees from time to time such compensation as shall be
agreed in writing with the Depositor 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 its negligence or bad faith; and

     (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any
Trustee, and (iv) any employee or agent of the Trust or its Affiliates,
(referred to herein as an "Indemnified Person") from and against any and all
loss, damage, liability, penalty, expense, including taxes (other than taxes
based upon the income of the Trustee) or claim of any kind or nature whatsoever
incurred by such Indemnified Person by reason of the creation, operation or
termination of the Trust or any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by this Trust Agreement, except that no
Indemnified Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Indemnified Person by reason of negligence or
willful misconduct with respect to such acts or omissions. When the Property
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.1(4) or Section 5.1(5) of the Indenture, the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

     The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement and the resignation 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 8.6.

     The Depositor and any Trustee (in the case of the Property Trustee, subject
to Section 8.8 hereof) may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and

                                       39
<PAGE>

the Trust and the Holders of Trust Securities shall have no rights by virtue of
this Trust Agreement in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Trust, shall not be deemed wrongful or
improper. Neither the Depositor, nor any Trustee, shall be obligated to present
any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and the Depositor or any Trustee shall have the right to take for its
own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Trustee may
engage or be interested in any financial or other transaction with the Depositor
or any Affiliate of the Depositor, or may act as depository for, trustee or
agent for, or act on any committee or body of holders of, securities or other
obligations of the Depositor or its Affiliates.

     Section 8.7  Corporate Property Trustee Required; Eligibility of Trustees.

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

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

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

     Section 8.8  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 8.9  Co-Trustees and Separate Trustee.

     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 and

                                       40
<PAGE>

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

     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.

     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:

     (a) 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.

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

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

                                       41
<PAGE>

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.

     (d) 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.

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

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

     Section 8.10  Resignation and Removal; Appointment of Successor.

     No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

     Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Securityholders. If
the instrument of acceptance by the successor Trustee required by Section 8.11
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 Trust, any court of competent jurisdiction for the appointment of
a successor Relevant Trustee.

     Unless a Debenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Holder of Common
Securities. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed only by the Common Securityholder and at any time. If the instrument
of acceptance by the successor Trustee required by Section 8.11 shall not have
been delivered to the Relevant Trustee within 30 days after such removal, the
Relevant Trustee may petition, at the expense of the Trust, any court of
competent jurisdiction for the appointment of a successor Relevant Trustee.

     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, and the retiring Trustee shall comply with the applicable requirements
of Section 8.11. If the Property Trustee or the Delaware Trustee shall resign,
be removed or become incapable of continuing to act as the Property Trustee or
the Delaware Trustee, as the case may be, at a time when a Debenture Event of
Default shall have occurred and be continuing, the Preferred Securityholders, by
Act of the Securityholders of a majority in Liquidation Amount of the Preferred
Securities then Outstanding delivered to the retiring Relevant Trustee, shall
promptly appoint a successor Relevant Trustee or Trustees, and such successor
Trustee shall

                                       42
<PAGE>

comply with the applicable requirements of Section 8.11. 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 the Administrative Trustee shall promptly appoint a successor
Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Trustees shall comply with the applicable requirements
of Section 8.11. If no successor Relevant Trustee shall have been so appointed
by the Common Securityholder or the Preferred Securityholders and accepted
appointment in the manner required by Section 8.11, any Securityholder who has
been a Securityholder of Trust Securities for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

     The Property Trustee shall give notice of each resignation and each removal
of a Trustee and each appointment of a successor Trustee to all Securityholders
in the manner provided in Section 10.9 and shall give notice to the Depositor.
Each notice shall include the name of the successor Relevant Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.

     Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of the remaining Administrative Trustees
if there are at least two of them or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees or Delaware Trustee, as the case may be, set forth
in Section 8.7).

     Section 8.11  Acceptance of Appointment by Successor.

     In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee (if requested by Depositor) and each successor
Relevant Trustee with respect to the Trust Securities shall execute and deliver
an amendment hereto wherein each successor Relevant Trustee shall accept such
appointment and which (a) 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 (b) shall add to
or change any of the provisions of this Trust Agreement as shall be necessary to
provide for or facilitate the administration of the Trust by more than one
Relevant Trustee, it being understood that nothing herein or in such amendment
shall constitute such Relevant Trustees co-trustees and upon the execution and
delivery of such amendment 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; but, on written request of the Trust or any successor Relevant
Trustee such retiring Relevant Trustee shall duly assign, transfer and deliver
to such successor Relevant Trustee all Trust Property, all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

                                       43
<PAGE>

     Upon written 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 preceding paragraph.

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

     Section 8.12  Merger, Conversion, Consolidation or Succession to Business.

     Any Person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee that is not a natural person may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Relevant Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

     Section 8.13  Preferential Collection of Claims Against Depositor or Trust.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Trust Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

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

     (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or

                                       44
<PAGE>

to authorize the Property Trustee to vote in respect of the claim of any Holder
in any such proceeding.

     Section 8.14  Reports by Property Trustee.

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

     (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with each national stock exchange, the
Nasdaq National Market or such other interdealer quotation system or self-
regulatory organization upon which the Trust Securities are listed or traded, if
any, with the Commission and with the Depositor. The Depositor will promptly
notify the Property Trustee of any such listing or trading.

     Section 8.15  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 informational 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 Trust's
compliance with any of its covenants hereunder (as to which the Property Trustee
is entitled to rely exclusively on Officers' Certificates).

     Section 8.16  Evidence of Compliance with Conditions Precedent.

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

     Section 8.17  Number of Trustees.

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

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<PAGE>

     (b)  If a Trustee ceases to hold office for any reason and the number of
Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the
number of Trustees is increased pursuant to Section 8.17(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 8.10.

     (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 8.10, 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)  At all times, the Property Trustee must be (i) a bank as defined in
Section 581 of the Code or (ii) a U.S. government-owned agency or U.S.
government sponsored enterprise.

     (e)  At all times, each Trustee must be a United States Person as defined
in Section 7701(a)(30) of the Code.

     Section 8.18  Delegation of Power.

     (a)  Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.7(a), including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; provided that such person
is a United States Person as defined in Section 7701(a)(30) of the Code; 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 this Trust Agreement, as set forth herein;
provided that such person is a United States Person as defined in Section
7701(a)(30) of the Code.

                                  ARTICLE IX.
                      DISSOLUTION, LIQUIDATION AND MERGER

     Section 9.1  Dissolution Upon Expiration Date.

     Unless earlier dissolved, the Trust shall automatically dissolve on
December _____, 20__ (the "Expiration Date"). Upon such dissolution, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, the Trust Property shall be distributed in accordance with Section 9.4.

                                       46
<PAGE>

     Section 9.2  Early Dissolution.

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

     (a)  the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Holder of the Common Securities;

     (b)  the written direction to the Property Trustee from the Depositor at
any time to dissolve the Trust (subject to the Depositor having received prior
approval of the Federal Reserve if so required under applicable capital
guidelines or policies) and, after satisfaction of liabilities to creditors of
the Trust as provided by applicable law, distribute Debentures to
Securityholders in exchange for the Preferred Securities (which direction is
optional and wholly within the discretion of the Depositor);

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

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

     Section 9.3  Termination.

     The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; (c) the discharge
of all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Securityholders; and (d) the filing of a Certificate of Cancellation with the
Secretary of State of the State of Delaware.

     Section 9.4  Liquidation.

     (a)  If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by
the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction or the making of reasonable provisions for the
payment of liabilities to creditors of the Trust as provided by applicable law,
to each Securityholder a Like Amount of Debentures, subject to Section 9.4(d).
Notice of liquidation shall be given by the Property Trustee by first-class
mail, postage prepaid mailed not 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 CUSIP Number of the Trust Securities;

          (ii)  state the Liquidation Date;

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<PAGE>

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

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

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

     (c)  Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation
Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii)
certificates representing a Like Amount of Debentures will be issued to Holders
of Trust Securities Certificates, upon surrender of such certificates to the
Administrative Trustees or their agent for exchange, (iii) the Depositor shall
use its best efforts to have the Debentures listed on the New York Stock
Exchange or on such other exchange, interdealer quotation system or self-
regulatory organization as the Preferred Securities are then listed or traded,
(iv) any Trust Securities Certificates not so surrendered for exchange will be
deemed to represent a Like Amount of Debentures, accruing interest at the rate
provided for in the Debentures from the last Distribution Date on which a
Distribution was made on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments of interest or principal will be made to Holders of Trust Securities
Certificates with respect to such Debentures) and (v) all rights of
Securityholders holding Trust Securities will cease, except the right of such
Securityholders to receive Debentures upon surrender of Trust Securities
Certificates.

     (d)  In the event that, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be wound-
up by the Property Trustee. In such event, Securityholders will 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 the Liquidation
Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then, subject
to the next succeeding sentence, the amounts payable by the Trust on the Trust
Securities shall be paid on a pro rata basis (based upon Liquidation Amounts).
The Holder of the Common Securities will be entitled to receive Liquidation
Distributions upon any such dissolution, winding-up or termination pro rata

                                       48
<PAGE>

(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 9.5  Mergers, Consolidations, Amalgamations or Replacements of the
                  Trust.

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person or entity,
except pursuant to this Article IX. At the request of the Depositor, with the
consent of the Administrative Trustees and without the consent of the Holders of
the Preferred Securities, the Property Trustee or the Delaware Trustee, the
Trust may merge with or into, consolidate, amalgamate, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to a trust organized as such under the laws of any State; provided, that (i)
such successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as the
Preferred Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Preferred Securities rank in priority with
respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities are listed or traded,
or any Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed or traded, 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 nationally recognized statistical rating organization, (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 and the Property
Trustee have received an Opinion of Counsel from independent 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 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 will be required to register as an
investment company under the 1940 Act and (viii) the Depositor owns all of the
common securities of such successor entity and guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the 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.

                                       49
<PAGE>

                                  ARTICLE X.
                           MISCELLANEOUS PROVISIONS

     Section 10.1  Limitation of Rights of Securityholders.

     The death, incapacity, liquidation, dissolution, termination or bankruptcy
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 10.2  Liability of the Common Securityholder.

     The Holder of the Common Securities shall be liable for all of the debts
and obligations of the Trust (other than with respect to the Securities) to the
extent not satisfied out of the Trust's assets.

     Section 10.3  Amendment.

     (a)  This Trust Agreement may be amended from time to time by the Property
Trustee, the Administrative Trustees and the Depositor, without the consent of
any Securityholders, (i) to cure any ambiguity, correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Trust Agreement, which shall not be inconsistent with the other provisions
of this Trust Agreement, or (ii) to modify, eliminate or add to any provisions
of this Trust Agreement to such extent as shall be necessary to ensure that the
Trust will 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 will not be required to register as an investment company
under the 1940 Act; provided, however, that in the case of clause (i) or clause
(ii), such action shall not adversely affect in any material respect the
interests of any Securityholder, and any such amendments of this Trust Agreement
shall become effective when notice thereof is given to the Securityholders.

     (b)  Except as otherwise provided in Section 10.3(a) or Section 10.3 (c)
hereof, any provision of this Trust Agreement may be amended by the Trustees and
the Depositor with (i) the consent of Trust Securityholders representing not
less than a majority (based upon Liquidation Amounts) of the Trust Securities
then Outstanding and (ii) 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 will not affect the Trust's status as
a grantor trust for United States federal income tax purposes or the Trust's
exemption from status of an investment company under the 1940 Act.

     (c)  In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the

                                       50
<PAGE>

Trust Securities as of a specified date or (ii) restrict the right of a
Securityholder to institute suit for the enforcement of any such payment on or
after such date; and notwithstanding any other provision herein, without the
unanimous consent of the Securityholders, this paragraph (c) of this Section
10.3 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 1940 Act or fail or cease to be
classified as a grantor trust for United States federal income tax purposes.

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

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

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

     Section 10.4  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 10.5  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 10.6  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 that is a Business Day (except as otherwise
provided in Sections 4.1(a) and 4.2(e)), with the same force and effect as
though made on the date fixed for such payment, and no interest shall accrue
thereon for the period after such date.

                                       51
<PAGE>

     Section 10.7  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, including
any successor by operation of law. Except in connection with a consolidation,
merger or sale involving the Depositor that is permitted under Article Eight of
the Indenture and pursuant to which the assignee agrees in writing to perform
the Depositor's obligations hereunder, the Depositor shall not assign its
obligations hereunder.

     Section 10.8  Headings.

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

     Section 10.9  Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a
Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to National Commerce
Financial Corporation, One Commerce Square, Memphis, Tennessee 38150, Attention:
Chief Financial Officer, facsimile no.: (901) 523-3284. Such notice, demand or
other communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Administrative Trustees
shall be given in writing addressed (until another address is published by the
Trust) as follows: (a) with respect to the Property Trustee to The Bank of New
York, 101 Barclay Street, New York, New York 10286, Attention: Corporate Trust
Administration; (b) with respect to the Delaware Trustee, to The Bank of New
York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711, with a
copy to the Property Trustee at the address set forth in Clause (a); and (c)
with respect to the Administrative Trustees, to them at the address above for
notices to the Depositor, marked "Attention Administrative Trustees of National
Commerce Capital Trust II." 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 10.10  Agreement Not to Petition.

     Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States

                                       52
<PAGE>

Bankruptcy Code) (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 10.10, the
Property Trustee agrees, for the benefit of Security holders, that at the
expense of the Depositor, it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor against
the Trust or the commencement of such action and raise the defense that the
Depositor has agreed in writing not to take such action and should be stopped
and precluded therefrom and such other defenses, if any, as counsel for the
Trustee or the Trust may assert. The provisions of this Section 10.10 shall
survive the termination of this Trust Agreement.

     Section 10.11  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 or deemed 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 that is a trustee for
the purposes of the Trust Indenture Act.

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

     Section 10.12  Acceptance of Terms of Trust Agreement, Guarantee and
                    Indenture.

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE
OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS.

                                       53
<PAGE>

     Section 10.13  Holders are Parties.

     Notwithstanding that Holders have not executed and delivered this Trust
Agreement or any counterpart thereof, Holders shall be deemed to be parties to
this Trust Agreement and shall be bound by all of the terms and conditions
hereof and of the Trust Securities by acceptance and delivery of the Trust
Securities.

     Section 10.14  Counterparts.

     This Trust Agreement may contain more than one counterpart of the signature
page and this Trust Agreement may be executed by the affixing of the signature
of each of the Trustees on one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.


                           [Signature Page to Follow]

                                       54
<PAGE>

                              NATIONAL COMMERCE FINANCIAL CORPORATION,


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


                              THE BANK OF NEW YORK, as Property Trustee,


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


                              THE BANK OF NEW YORK (DELAWARE),
                                as Delaware Trustee,

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


                              --------------------------------------------------
                              SHELDON M. FOX,
                                as Administrative Trustee


                              --------------------------------------------------
                              CHARLES A. NEALE,
                                as Administrative Trustee

                                       55
<PAGE>

                                                                       EXHIBIT A

             See Exhibit 4.2 to the Registration Statement to which
                      this Trust Agreement is an exhibit.

                                       56
<PAGE>

                                                                       EXHIBIT B

             See Exhibit 4.8 to the Registration Statement to which
                      this Trust Agreement is an exhibit.

                                       57
<PAGE>

                                                                       EXHIBIT C

               THIS CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON
                 OTHER THAN AS SET FORTH IN THE TRUST AGREEMENT
                               REFERRED TO BELOW

Certificate Number:                       Number of Common Securities:



                    CERTIFICATE EVIDENCING COMMON SECURITIES

                                       OF

                       NATIONAL COMMERCE CAPITAL TRUST II

                               COMMON SECURITIES

                (LIQUIDATION AMOUNT $25.00 PER COMMON SECURITY)

     National Commerce Capital Trust II, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
National Commerce Financial Corporation (the "Holder") is the registered owner
of ______ common securities of the Trust representing beneficial ownership
interests of the Trust and designated the Common Securities (Liquidation Amount
$25.00 per Common Security) (the "Common Securities"). Except as provided in
Section 5.10 of the Trust Agreement (as defined below) the Common Securities are
not transferable and, to the fullest extent permitted by law, any attempted
prohibited transfer hereof shall be void. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities are set forth in, and this certificate and the Common Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of December _____, 2001 among National Commerce Financial Corporation, as
Depositor, The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee, the Administrative Trustees named therein and
the holders, from time to time, of undivided beneficial interests in the assets
of the Trust, as the same may be amended from time to time (the "Trust
Agreement") including the designation of the terms of the Common Securities as
set forth therein. The Trust will furnish a copy of the Trust Agreement to the
Holder without charge upon written request to the Trust at its principal place
of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder and by acceptance hereof
agrees to the provisions of (i) the Guarantee Agreement entered into by National
Commerce Financial Corporation, a Tennessee corporation ("NCF") and The Bank of
New York, a New York banking corporation ("The Bank of New York"), as guarantee
trustee, dated as of December _____, 2001, and (ii) the Indenture entered into
by NCF and The Bank of New York, as trustee, dated as of December _____, 2001.

                                       58
<PAGE>

     THIS CERTIFICATE AND THE COMMON SECURITIES EVIDENCED HEREBY SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
(WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate.

                              NATIONAL COMMERCE CAPITAL TRUST II,


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

                                       59
<PAGE>

                                                                       EXHIBIT D

[If a Book-Entry Preferred Securities Certificate, add the following--
THIS IS A PREFERRED SECURITIES CERTIFICATE WITHIN THE MEANING OF THE TRUST
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. THIS
PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS PREFERRED
SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT REFERRED TO BELOW.

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



CERTIFICATE NUMBER:                        NUMBER OF PREFERRED SECURITIES:

          AGGREGATE LIQUIDATION AMOUNT OF PREFERRED SECURITIES: [   ]

                                CUSIP NO. 635458

               CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES

                                       OF

                       NATIONAL COMMERCE CAPITAL TRUST II

                        ___% TRUST PREFERRED SECURITIES,

            (LIQUIDATION AMOUNT $25.00 PER TRUST PREFERRED SECURITY)

     National Commerce Capital Trust II, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that
_________________ (the "Holder") is the registered owner of preferred securities
in the aggregate liquidation amount of $200,000,000 of the Trust representing
undivided beneficial interests in the assets of the Trust and designated
the National Commerce Capital Trust II [______%] Trust Preferred Securities
(liquidation

                                       60
<PAGE>

amount $25.00 per Trust Preferred Security) (the "Preferred Securities"). The
Preferred Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer as provided in Section 5.4 of the Trust
Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust, dated
as of as __________ _____, 2001, among National Commerce Financial Corporation,
as Depositor, The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee, the Administrative Trustees named therein and
the holders, from time to time, of undivided beneficial interests in the assets
of the Trust, as the same may be amended from time to time (the "Trust
Agreement") including the designation of the terms of Preferred Securities as
set forth therein.

     The Holder is entitled to the benefits of the Guarantee Agreement entered
into by National Commerce Financial Corporation, a Tennessee corporation
("NCF"), and The Bank of New York, a New York banking corporation, as guarantee
trustee, dated as of December _____, 2001 (the "Guarantee"), to the extent
provided therein. The Trust will furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written request to the Trust at its
principal place of business or registered office. Upon receipt of this
certificate, the Holder is bound by the Trust Agreement and is entitled to the
benefits thereunder.

     This certificate and the Preferred Securities evidenced hereby shall be
construed in accordance with and governed by the laws of the State of Delaware
(without regard to conflict of laws principles).

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

                                       NATIONAL COMMERCE CAPITAL TRUST II,

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

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

Date of Authentication:

THE BANK OF NEW YORK,
 as Property Trustee,

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

                                       61
<PAGE>

Countersignature (in the event the administrative trustee signs above by
facsimile):

Date:
      -----------------------------

THE BANK OF NEW YORK,
 as Transfer Agent,

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

                                       62