<PAGE>

                                                                     EXHIBIT 4.7

                               FNB CAPITAL TRUST I

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      AMONG

                        F.N.B. CORPORATION, AS DEPOSITOR

                  WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                         DATED AS OF ___________, _____


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                            PAGE
                                                                                                                            ----
<S>   <C>             <C>                                                                                                   <C>
ARTICLE I             Defined Terms........................................................................................    1
      Section 101     Definitions..........................................................................................    1

ARTICLE II            Establishment Of The Trust...........................................................................    8
      Section 201     Name.................................................................................................    8
      Section 202     Office Of The Property Trustee; Principal Place Of Business..........................................    8
      Section 203     Initial Contribution Of Trust Property; Organizational Expenses......................................    9
      Section 204     Issuance Of The Preferred Securities.................................................................    9
      Section 205     Issuance Of The Common Securities; Subscription And Purchase
                      Of Debentures........................................................................................    9
      Section 206     Declaration Of Trust.................................................................................   10
      Section 207     Authorization To Enter Into Certain Transactions.....................................................   10
      Section 208     Assets Of Trust......................................................................................   13
      Section 209     Title To Trust Property..............................................................................   13

ARTICLE III           Payment Account......................................................................................   13
      Section 301     Payment Account......................................................................................   13

ARTICLE IV            Distributions; Redemption............................................................................   13
      Section 401     Distributions........................................................................................   13
      Section 402     Redemption...........................................................................................   14
      Section 403     Subordination Of Common Securities...................................................................   16
      Section 404     Payment Procedures...................................................................................   16
      Section 405     Tax Returns And Reports..............................................................................   16
      Section 406     Payment Of Taxes, Duties, Etc. Of The Trust..........................................................   17
      Section 407     Payments Under Indenture.............................................................................   17

ARTICLE V             Trust Securities Certificates........................................................................   17
      Section 501     Initial Ownership....................................................................................   17
      Section 502     The Trust Securities Certificates....................................................................   17
      Section 503     Execution And Delivery Of Trust Securities Certificates..............................................   17
      Section 504     Registration Of Transfer And Exchange Of Preferred Securities Certificates...........................   18
      Section 505     Mutilated, Destroyed, Lost Or Stolen Trust Securities Certificates...................................   18
      Section 506     Persons Deemed Securityholders.......................................................................   19
      Section 507     Access To List Of Securityholders' Names And Addresses...............................................   19
      Section 508     Maintenance Of Office Or Agency......................................................................   19
      Section 509     Appointment Of Paying Agent..........................................................................   19
      Section 510     Ownership Of Common Securities By Depositor..........................................................   20
      Section 511     Preferred Securities Certificates....................................................................   20
      Section 512     Global Preferred Security............................................................................   21
      Section 513     Notice To Clearing Agency............................................................................   22
      Section 514     Rights Of Securityholders............................................................................   22


ARTICLE VI            Acts Of Securityholders; Meetings; Voting............................................................   22
      Section 601     Limitations On Voting Rights.........................................................................   22
      Section 602     Notice Of Meetings...................................................................................   23
      Section 603     Meetings Of Preferred Securityholders................................................................   23
</TABLE>


                                       i


<PAGE>

<TABLE>
<S>   <C>             <C>                                                                                                     <C>
      Section 604     Voting Rights........................................................................................   24
      Section 605     Proxies, Etc.........................................................................................   24
      Section 606     Securityholder Action By Written Consent.............................................................   24
      Section 607     Record Date For Voting And Other Purposes............................................................   24
      Section 608     Acts Of Securityholders..............................................................................   25
      Section 609     Inspection Of Records................................................................................   25

ARTICLE VII           Representations And Warranties.......................................................................   26
      Section 701     Representations And Warranties Of The Bank And The Property Trustee..................................   26
      Section 702     Representations And Warranties Of Depositor..........................................................   27

ARTICLE VIII          Trustees.............................................................................................   27
      Section 801     Certain Duties And Responsibilities..................................................................   27
      Section 802     Certain Notices......................................................................................   28
      Section 803     Certain Rights Of Property Trustee...................................................................   28
      Section 804     Not Responsible For Recitals Or Issuance Of Securities...............................................   30
      Section 805     May Hold Securities..................................................................................   30
      Section 806     Compensation; Indemnity; Fees........................................................................   30
      Section 807     Corporate Property Trustee Required; Eligibility Of Trustees.........................................   31
      Section 808     Conflicting Interests................................................................................   31
      Section 809     Co-Trustees And Separate Trustee.....................................................................   31
      Section 810     Resignation And Removal; Appointment Of Successor....................................................   33
      Section 811     Acceptance Of Appointment By Successor...............................................................   34
      Section 812     Merger, Conversion, Consolidation Or Succession To Business..........................................   34
      Section 813     Preferential Collection Of Claims Against Depositor Or Trust.........................................   34
      Section 814     Reports By Property Trustee..........................................................................   35
      Section 815     Reports To The Property Trustee......................................................................   35
      Section 816     Evidence Of Compliance With Conditions Precedent.....................................................   35
      Section 817     Number Of Trustees...................................................................................   35
      Section 818     Delegation Of Power..................................................................................   36
      Section 819     Voting...............................................................................................   36

ARTICLE IX            Termination, Liquidation And Merger..................................................................   36
      Section 901     Termination Upon Expiration Date.....................................................................   36
      Section 902     Early Termination....................................................................................   36
      Section 903     Termination..........................................................................................   37
      Section 904     Liquidation..........................................................................................   37
      Section 905     Mergers, Consolidations, Amalgamations Or Replacements Of The Trust..................................   38

ARTICLE X             Miscellaneous Provisions.............................................................................   39
      Section 1001    Limitation Of Rights Of Securityholders..............................................................   39
      Section 1002    Amendment............................................................................................   39
      Section 1003    Separability.........................................................................................   40
      Section 1004    Governing Law........................................................................................   40
      Section 1005    Payments Due On Non-Business Day.....................................................................   40
      Section 1006    Successors...........................................................................................   41
      Section 1007    Headings.............................................................................................   41
      Section 1008    Reports, Notices And Demands.........................................................................   41
      Section 1009    Agreement Not To Petition............................................................................   41
      Section 1010    Trust Indenture Act; Conflict With Trust Indenture Act...............................................   42
      Section 1011    Acceptance Of Terms Of Trust Agreement, Guarantee And Indenture......................................   42
</TABLE>


                                       ii


<PAGE>

                                    EXHIBITS
Exhibit A      Certificate of Trust
Exhibit B      Form of Common Securities Certificate
Exhibit C      Form of Preferred Securities Exhibit
Exhibit D      Agreement as to Expenses and Liabilities

                                      iii


<PAGE>


                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
       Section of                                  Section of Amended
   Trust Indenture Act                               and Restated
   of 1939, as amended                              Trust Agreement
---------------------------                   -------------------------
   <S>                                             <C>
        310(a)(1)                                       807
        310(a)(2)                                       807
        310(a)(3)                                       807
        310(a)(4)                                       207(a)(ii)
        310(b)                                          808
        311(a)                                          813
        311(b)                                          813
        312(a)                                          507
        312(b)                                          507
        312(c)                                          507
        313(a)                                          814(a)
        313(a)(4)                                       814(b)
        313(b)                                          814(b)
        313(c)                                          1008
        313(d)                                          814(c)
        314(a)                                          815
        314(b)                                          Not
                                                        Applicable
        314(c)(1)                                       816
        314(c)(2)                                       816
        314(c)(3)                                       Not
                                                        Applicable
        314(d)                                          Not
                                                        Applicable
        314(e)                                          101,816
        315(a)                                          810(a), 803(a)
        315(b)                                          802, 1008
        315(c)                                          801(a)
        315(d)                                          801, 803
        316(a)(2)                                       Not
                                                        Applicable
        316(b)                                          Not
                                                        Applicable
        316(c)                                          607
        317(a)(1)                                       Not
                                                        Applicable
        317(a)(2)                                       Not
                                                        Applicable
        317(b)                                          509
        318(a)                                          1010
</TABLE>

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


                                       iv

<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of        ,    , among
(i) F.N.B. Corporation, a Florida corporation (including any successors or
assigns, the "Depositor"), (ii) Wilmington Trust Company, a banking corporation
duly organized and existing under the laws of the State of Delaware, as property
trustee (the "Property Trustee", the "Delaware Trustee" and, in its separate
corporate capacity and not in its capacity as Property Trustee, the "Bank"),
(iii) Gary L. Tice, an individual, and John D. Waters, an individual, each of
whose address is c/o F.N.B. Corporation, 2150 Goodlette Road North, Naples,
Florida 34102 (each an "Administrative Trustee" and collectively the
"Administrative Trustees") (the Property Trustee, the Delaware Trustee and the
Administrative Trustees referred to collectively as the "Trustees"), and (v) the
several Holders (as hereinafter defined).

                                    RECITALS

         WHEREAS, the Depositor, the Delaware Trustee, and Gary L. Tice and John
D. Waters, each as an Administrative Trustee, have heretofore duly declared and
established a business trust pursuant to the Delaware Business Trust Act by the
entering into of that certain Trust Agreement, dated as of December 10, 2001
(the "Original Trust Agreement"), and by the execution and filing by the
Delaware Trustee, the Depositor and the Administrative Trustees with the
Secretary of State of the State of Delaware of the Certificate of Trust, filed
on December 10, 2001, the form of which is attached as Exhibit A; and

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

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

                                   ARTICLE I
                                 DEFINED TERMS

         SECTION 101       DEFINITIONS.

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

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

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

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


<PAGE>

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

         "Act" has the meaning specified in Section 608.

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

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

         "Administrative Trustee" means each of Gary L. Tice and John D. Waters,
solely in his capacity as Administrative Trustee of the Trust formed and
continued hereunder and not in his individual capacity, or such Administrative
Trustee's successor in interest in such capacity, or any successor trustee
appointed as herein provided.

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

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

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

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

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

         (b)      the institution by such Person of proceedings to be
adjudicated a voluntary bankrupt, or the consent by such Person to the filing of
a bankruptcy proceeding against it, or the filing by such Person of a petition
or answer or consent seeking liquidation or reorganization under the United
States Bankruptcy Code of 1978, as amended, or other similar applicable Federal
or State law, or the consent by such Person to the filing of any such petition
or to the appointment on the ground of insolvency or


                                       2

<PAGE>

bankruptcy of a receiver or custodian or liquidator or trustee or assignee in
bankruptcy or insolvency of such Person or of its property, or shall make a
general assignment for the benefit of creditors.

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

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

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

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

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

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

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

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

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

         "Code" means the Internal Revenue Code of 1986, or any successor
statute, in each case as amended from time to time.

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

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

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

         "Corporate Trust Office" means the office at which, at any particular
time, the corporate trust business of the Property Trustee or the Debenture
Trustee, as the case may be, shall be principally


                                       3

<PAGE>

administered, which office at the date hereof, in each such case, is located at
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890,
Attention: Corporate Trust Administration.

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

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

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

         "Debenture Trustee" means Wilmington Trust Company, a banking
corporation company organized under the laws of the State of Delaware and any
successor thereto, as trustee under the Indenture.

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

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

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

         "Depositary" means Depository Trust Company, as depositary.

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

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

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

         "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):

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

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

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

         (f)      default in the performance, or breach, in any material
respect, of any covenant or warranty of the Trustees in this Trust Agreement
(other than a covenant or warranty a default in the performance of which or the
breach of which is dealt with in clause (b) or (c), above) and continuation of
such default or breach for a period of 60 days after there has been given, by
registered or certified mail, to


                                       4

<PAGE>

the defaulting Trustee or Trustees by the Holders of at least 25% in aggregate
liquidation preference of the Outstanding Preferred Securities a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

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

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

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

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

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

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

         "Global Preferred Security" means a Preferred Security, the ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 512.

         "Guarantee" means the Preferred Securities Guarantee Agreement executed
and delivered by the Depositor and Wilmington Trust Company, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the holders of the Preferred Securities, as amended from time to
time.

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

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

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

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

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

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


                                       5

<PAGE>

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

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

         "Officers' Certificate" means a certificate signed by the President or
a Vice President and by the Treasurer or an Assistant Treasurer or the
Controller or an Assistant Controller or the Secretary or an Assistant
Secretary, of the Depositor, and delivered to the appropriate Trustee. One of
the officers signing an Officers' Certificate given pursuant to Section 816
shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

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

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

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

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

         "Opinion of Counsel" means an opinion in writing of legal counsel, who
may be counsel for the Trust, the Property Trustee, or the Depositor, but not an
employee of any thereof, and who shall be reasonably acceptable to the Property
Trustee.

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

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

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

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

         (c)      Preferred Securities which have been paid or in exchange for
or in lieu of which other Preferred Securities have been executed and delivered
pursuant to Sections 504, 505 and 511; provided, however, that in determining
whether the Holders of the requisite Liquidation Amount of the Outstanding
Preferred Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Preferred Securities owned by the
Depositor, any Trustee or any Affiliate of the Depositor or any Trustee shall be
disregarded and deemed not to be Outstanding, except that (i) in determining
whether any Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
that such Trustee knows to


                                       6

<PAGE>

be so owned shall be so disregarded and (ii) the foregoing shall not apply at
any time when all of the outstanding Preferred Securities are owned by the
Depositor, one or more of the Trustees and/or any such Affiliate. Preferred
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if 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.

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

         "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures shall be held and from which the Property Trustee
shall make payments to the Securityholders in accordance with Sections 401 and
102.

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

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

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

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

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

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

         "Relevant Trustee" shall have the meaning specified in Section 810.

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

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


                                       7

<PAGE>

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

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

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

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

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

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

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

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

                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

         SECTION 201       NAME.

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

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

         The address of the Property Trustee in the State of Delaware is c/o
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or
such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Securityholders and the Depositor. The
principal executive office of the Trust is c/o F.N.B. Corporation, 2150
Goodlette Road North, Naples, Florida 34102.


                                       8

<PAGE>

         SECTION 203       INITIAL CONTRIBUTION OF TRUST PROPERTY;
                           ORGANIZATIONAL EXPENSES.

         The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, 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 204       ISSUANCE OF THE PREFERRED SECURITIES.

         On          , the Depositor and an Administrative Trustee, on behalf of
the Trust and pursuant to the Original Trust Agreement, executed and delivered
the Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver in accordance with the
Underwriting Agreement, Preferred Securities Certificates, registered in the
name of the Persons entitled thereto, in an aggregate amount of
Preferred Securities having an aggregate Liquidation Amount of $      against
receipt of the aggregate purchase price of such Preferred Securities of
$       , which amount such Administrative Trustee shall promptly deliver to the
Property Trustee. If the underwriters exercise their Option and there is an
Option Closing Date (as such terms are defined in the Underwriting Agreement),
then an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 502 and deliver in accordance with the Underwriting
Agreement, Preferred Securities Certificates, registered in the name of the
Persons entitled thereto, in an aggregate amount of up to        Preferred
Securities having an aggregate Liquidation Amount of up to $       against
receipt of the aggregate purchase price of such Preferred Securities of
$       , which amount such Administrative Trustee shall promptly deliver to the
Property Trustee.

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

         (a)      Contemporaneously with the execution and delivery of this
Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver to the Depositor, Common
Securities Certificates, registered in the name of the Depositor in an aggregate
amount of Common Securities having an aggregate Liquidation Amount of $
against payment by the Depositor of such amount. Contemporaneously therewith, an
Administrative Trustee on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Property Trustee on
behalf of the Trust and having an aggregate principal amount equal to $       ,
and, in satisfaction of the purchase price for such Debentures, the Property
Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of
$        .

         (b)      If the underwriters exercise the Option and there is an Option
Closing Date, then an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver to the Depositor, Common
Securities Certificates, registered in the name of the Depositor, in an
aggregate amount of Common Securities having an aggregate Liquidation Amount of
up to $        against payment by the Depositor of such amount.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe to and purchase from the Depositor, Debentures, registered in
the name of the Trust and having an aggregate principal amount of up to
$        , and, in satisfaction of the purchase price of such Debentures, the
Property Trustee, on behalf of the Trust, shall deliver to the Depositor the
amount received from one of the Administrative Trustees pursuant to the last
sentence of Section 204 (being the sum of the amounts delivered to the Property
Trustee pursuant to (i) the third sentence of Section 204; and (ii) the first
sentence of this Section 205(b)).


                                       9

<PAGE>

         SECTION 206       DECLARATION OF TRUST.

         The exclusive purposes and functions of the Trust are (i) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures; and (ii) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it shall hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust.

         SECTION 207       AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

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

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

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

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

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

                           (D)      assisting in the listing of the Preferred
                                    Securities upon the New York Stock Exchange
                                    or such securities exchange or exchanges as
                                    shall be determined by the Depositor and the
                                    registration of the Preferred Securities
                                    under the Exchange Act, and the preparation
                                    and filing of all periodic and other reports
                                    and other documents pursuant to the
                                    foregoing;

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

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


                                       10

<PAGE>

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

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

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

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

                           (A)      the establishment of the Payment Account;

                           (B)      the receipt of the Debentures;

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

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

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

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

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

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

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


                                       11

<PAGE>

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

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

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

         (c)      In connection with the 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 and the Debentures, including any amendments thereto;

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

                  (iii)    the preparation for filing by the Trust and execution
         on behalf of the Trust of an application to the New York Stock Exchange
         or a national stock exchange or other organizations for listing upon
         notice of issuance of any Preferred Securities and to file or cause an
         Administrative Trustee to file thereafter with such exchange or
         organization such notifications and documents as may be necessary from
         time to time;

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

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


                                       12

<PAGE>

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

         (d)      Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust shall not be deemed to be
an "investment company" required to be registered under the Investment Company
Act, shall be classified as a "grantor trust" and not as an association taxable
as a corporation for United States federal income tax purposes and so that the
Debentures shall be treated as indebtedness of the Depositor for United States
federal income tax purposes. In this connection, subject to Section 1002, the
Depositor and the Administrative Trustees are authorized to take any action, not
inconsistent with applicable law or this Trust Agreement, that each of the
Depositor and the Administrative Trustees determines in their discretion to be
necessary or desirable for such purposes.

         SECTION 208       ASSETS OF TRUST.

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

         SECTION 209       TITLE TO TRUST PROPERTY.

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

                                  ARTICLE III
                                PAYMENT ACCOUNT

         SECTION 301       PAYMENT ACCOUNT.

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

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

                                   ARTICLE IV
                           DISTRIBUTIONS; REDEMPTION

         SECTION 401       DISTRIBUTIONS.

         (a)      Distributions on the Trust Securities shall be cumulative, and
shall accumulate whether or not there are funds of the Trust available for the
payment of Distributions. Distributions shall accumulate from       , and,
except during any Extended Interest Payment Period with respect to the
Debentures, shall be payable quarterly in arrears on March 31, June 30,
September 30 and December 31 of each year, commencing on         . If any date
on which a Distribution is otherwise payable on the Trust


                                       13

<PAGE>

Securities is not a Business Day, then the payment of such Distribution shall be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay) except that, if such Business Day
is in the next succeeding calendar year, payment of such Distribution shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such date (each date on which distributions are payable
in accordance with this Section 401(a), a "Distribution Date").

         (b)      The Trust Securities represent undivided beneficial interests
in the Trust Property and the Distributions on the Trust Securities shall be
payable at a rate of     % per annum of the Liquidation Amount of the Trust
Securities. The amount of Distributions payable for any full period shall be
computed on the basis of a 360-day year of twelve 30-day months. The amount of
Distributions for any partial period shall be computed on the basis of the
number of days elapsed in a 360-day year of twelve 30 day months. During any
Extended Interest Payment Period with respect to the Debentures, Distributions
on the Preferred Securities shall be deferred for a period equal to the Extended
Interest Payment Period. The amount of Distributions payable for any period
shall include the Additional Amounts, if any.

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

         (d)      Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be 15th day of the month in which the Distribution is payable.

         SECTION 402       REDEMPTION.

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

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

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price;

                  (iii)    the CUSIP number;

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

                  (v)      that, on the Redemption Date, the Redemption Price
         shall become due and payable upon each such Trust Security to be
         redeemed and that Distributions thereon shall cease to accumulate on
         and after said date.


                                       14

<PAGE>

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

         (d)      If the Property Trustee gives a notice of redemption in
respect of any Preferred Securities, then, by 12:00 noon, New York City time, on
the Redemption Date, subject to Section 402(c), the Property Trustee will, with
respect to Preferred Securities held in global form, irrevocably deposit with
the Clearing Agency for such Preferred Securities, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Preferred Securities. With respect to
Preferred Securities that are not held in global form, the Property Trustee,
subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to
the extent available therefor, funds sufficient to pay the applicable Redemption
Price and shall give the Paying Agent irrevocable instructions and authority to
pay the Redemption Price to the Holders thereof upon surrender of their
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 Register for the Trust Securities on the relevant record dates for
the related Distribution Dates. If notice of redemption shall have been given
and funds deposited as required, then upon the date of such deposit, all rights
of Securityholders holding Trust Securities so called for redemption shall
cease, except the right of such Securityholders to receive the Redemption Price
and any Distribution payable on or prior to the Redemption Date, but without
interest, and such Securities shall cease to be Outstanding. In the event that
any date on which any Redemption Price is payable is not a Business Day, then
payment of the Redemption Price payable on such date shall be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), except that, if such Business Day falls in the
next calendar year, such payment shall be made on the immediately preceding
Business Day, in each case, with the same force and effect as if made on such
date. In the event that payment of the Redemption Price in respect of any Trust
Securities called for redemption is improperly withheld or refused and not paid
either by the Trust or by the Depositor pursuant to the Guarantee, Distributions
on such Trust Securities shall continue to accumulate, at the then applicable
rate, from the Redemption Date originally established by the Trust for such
Trust Securities to the date such Redemption Price is actually paid, in which
case the actual payment date shall be the date fixed for redemption for purposes
of calculating the Redemption Price.

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

         (f)      Subject to Section 403(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Property Trustee from the outstanding Preferred Securities not previously called
for redemption, by such method (including, without limitation, by lot) as the
Property Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to $     or an integral multiple of
$     in excess thereof) of the Liquidation Amount of Preferred Securities of a
denomination larger than $    . The Property Trustee shall promptly notify the
Securities Registrar in writing of the Preferred Securities selected for
redemption and, in the case of any Preferred Securities selected for partial
redemption, the Liquidation Amount thereof to be redeemed. For all purposes of
this Trust Agreement, unless the context otherwise


                                       15

<PAGE>

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

         SECTION 403       SUBORDINATION OF COMMON SECURITIES.

         (a)      Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 402(f), pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
Trust Securities, provided, however, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a Debenture Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
Additional Amounts, if applicable) on, or Redemption Price of, any Common
Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions (including Additional Amounts,
if applicable) on all Outstanding Preferred Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Preferred Securities then called for redemption, shall have been made or
provided for, and all funds immediately available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or the Redemption Price of, Preferred
Securities then due and payable.

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

         SECTION 404       PAYMENT PROCEDURES.

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

         SECTION 405       TAX RETURNS AND REPORTS.

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


                                       16

<PAGE>

and backup withholding tax laws and information reporting requirements with
respect to any payments to Securityholders under the Trust Securities.

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

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

         SECTION 407       PAYMENTS UNDER INDENTURE.

         Any amount payable hereunder to any Holder of Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder has
directly received under the Indenture pursuant to Section 514(b) or (c) hereof.

                                   ARTICLE V
                         TRUST SECURITIES CERTIFICATES

         SECTION 501       INITIAL OWNERSHIP.

         Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 203 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

         SECTION 502       THE TRUST SECURITIES CERTIFICATES.

         The Preferred Securities Certificates shall be issued in minimum
denominations of $     Liquidation Amount and integral multiples of $     in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $     Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by
manual, facsimile or imprinted signature of at least one Administrative Trustee.
Trust Securities Certificates bearing the signatures of individuals who were, at
the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Trust Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 504 and
511.

         SECTION 503       EXECUTION AND DELIVERY OF TRUST SECURITIES
                           CERTIFICATES.

         On the Closing Date and on the date on which the Underwriter exercises
the option, as applicable (the "Option Closing Date"), the Administrative
Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation
Amount as provided in Sections 204 and 205, to be executed on behalf of the
Trust by at least one of the Administrative Trustees and delivered to the
Property Trustee and upon such delivery, the Property Trustee shall countersign
and register such Trust Securities Certificates and deliver such Trust
Securities Certificates upon the written order of the Depositor, executed by its
Chief Executive


                                       17

<PAGE>

Officer or President or Chief Financial Officer or Treasurer without further
corporate action by the Depositor, in authorized denominations.

         SECTION 504       REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED
                           SECURITIES CERTIFICATES

         (a)      The Property Trustee shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 508, a register or registers for
the purpose of registering Trust Securities Certificates and transfers and
exchanges of Preferred Securities Certificates (herein referred to as the
"Securities Register") in which the registrar and transfer agent (the
"Securities Registrar"), subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Preferred Securities
Certificates and Common Securities Certificates (subject to Section 510 in the
case of the Common Securities Certificates) and registration of transfers and
exchanges of Preferred Securities Certificates as herein provided. The Property
Trustee shall be the initial Securities Registrar.

         (b)      Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
508, the Administrative Trustees or any one of them and the Property Trustee
shall execute 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. The Securities Registrar shall not
be required to register the transfer of any Preferred Securities that have been
called for redemption. At the option of a Holder, Preferred Securities
Certificates may be exchanged for other Preferred Securities Certificates in
authorized denominations of the same class and of a like aggregate Liquidation
Amount upon surrender of the Preferred Securities Certificates to be exchanged
at the office or agency maintained pursuant to Section 508.

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

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

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

         If (i) any mutilated Trust Securities certificate shall be surrendered
to the Securities Registrar, or if the Securities Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Securities Certificate, and (ii) 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


                                       18

<PAGE>

bona fide purchaser, the Administrative Trustees, or any one of them, on behalf
of the Trust shall execute and make available for delivery, and the Property
Trustee shall countersign, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities
Certificate of like class, tenor and denomination. In connection with the
issuance of any new Trust Securities Certificate under this Section 505, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith. Any duplicate Trust Securities Certificate issued
pursuant to this Section 505 shall constitute conclusive evidence of an
undivided beneficial interest in the assets of the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

         SECTION 506       PERSONS DEEMED SECURITYHOLDERS.

         The Trustees, the Paying Agent and the Securities Registrar shall treat
the Persons in whose name any Trust Securities are issued as the owner of such
Trust Securities Certificate for the purpose of receiving Distributions and for
all other purposes whatsoever, and neither the Trustees nor the Securities
Registrar shall be bound by any notice to the contrary.

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

         At any time when the Property Trustee is not also acting as the
Securities Registrar, the Administrative Trustees or the Depositor shall furnish
or cause to be furnished to the Property Trustee a list, in such form as the
Property Trustee may reasonably require, of the names and addresses of the
Securityholders as of the most recent record date (i) semi-annually on or before
January 15 and July 15 in each year; and (ii) promptly after receipt by any
Administrative Trustee or the Depositor of a request therefor from the Property
Trustee in order to enable the Property Trustee to discharge its obligations
under this Trust Agreement, in each case to the extent such information is in
the possession or control of the Administrative Trustees or the Depositor and is
not identical to a previously supplied list or has not otherwise been received
by the Property Trustee in its capacity as Securities Registrar. The rights of
Securityholders to communicate with other Securityholders with respect to their
rights under this Trust Agreement or under the Trust Securities, and the
corresponding rights of the Trustee shall be as provided in the Trust Indenture
Act. Each Holder and each owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee or the Administrative Trustees accountable by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.

         SECTION 508       MAINTENANCE OF OFFICE OR AGENCY.

         The Property Trustee shall designate, with the consent of the
Administrative Trustees, which consent shall not be unreasonably withheld, an
office or offices or agency or agencies where Preferred Securities Certificates
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Trustees in respect of the Trust Securities
Certificates may be served. The Property Trustee initially designates its
corporate trust office at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, as the principal corporate trust office for
such purposes. The Property Trustee shall give prompt written notice to the
Depositor, the Administrative Trustees and to the Securityholders of any change
in the location of the Securities Register or any such office or agency.

         SECTION 509       APPOINTMENT OF PAYING AGENT.

         The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the


                                       19

<PAGE>

purpose of making the Distributions referred to above. The Property Trustee may
revoke such power and remove the Paying Agent if such Trustee determines in its
sole discretion that the Paying Agent shall have failed to perform its
obligation under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee, and acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustee and the
Property Trustee. In the event that the Property Trustee shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Property Trustee shall appoint a successor that is reasonably
acceptable to the Administrative Trustees to act as Paying Agent to execute and
deliver to the Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent shall hold all sums, if any,
held by it for payment to the Securityholders in trust for the benefit of the
Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and, upon removal of a Paying Agent, such Paying Agent shall
also return all funds in its possession to the Property Trustee. The provisions
of Sections 801, 803 and 806 shall apply to the Property Trustee also in its
role as Paying Agent, for so long as the Property Trustee shall act as Paying
Agent and, to the extent applicable, to any other Paying Agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

         SECTION 510       OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

         On the Closing Date, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities. To the fullest extent permitted
by law, any attempted transfer of the Common Securities (other than a transfer
in connection with a merger or consolidation of the Depositor into another
corporation pursuant to Section      of the Indenture) shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE".

         SECTION 511       PREFERRED SECURITIES CERTIFICATES

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

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

         (c)      A Trust Securities Certificate shall not be valid unless
signed by the manual signature of at least one Administrative Trustee or by the
facsimile or imprinted signature of at least one Administrative Trustee and
countersigned and registered by the manual signature of an authorized signatory
of the Property Trustee. These signatures shall be conclusive evidence that the
Trust Security has been validly issued under this Trust Agreement.


                                       20

<PAGE>

         SECTION 512       GLOBAL PREFERRED SECURITY

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

         (b)      Notwithstanding any other provision in this Trust Agreement, a
Global Preferred Security may not be exchanged in whole or in part for Preferred
Securities registered, and no transfer of the Global Preferred Security in whole
or in part may be registered, in the name of any Person other than the Clearing
Agency for such Global Preferred Security, or its nominee thereof unless (i)
such Clearing Agency advises the Property Trustee in writing that such Clearing
Agency is no longer willing or able to properly discharge its responsibilities
as Clearing Agency with respect to such Global Preferred Security, and the
Depositor is unable to locate a qualified successor, (ii) the Trust as its
option advises the Depositary in writing that it elects to terminate the book
entry system through the Clearing Agency, or (iii) there shall have occurred and
be continuing an Event of Default.

         (c)      If a Preferred Security is to be exchanged in whole or in part
for a beneficial interest in a Global Preferred Security, then either (i) such
Global Preferred Security shall be so surrendered for exchange or cancellation
as provided in this Article V or (ii) the Liquidation Amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or cancelled, or equal to the Liquidation Amount of such other
Preferred Security to be so exchanged for a beneficial interest therein, as the
case may be, by means of an appropriate adjustment made on the records of the
Security Registrar, whereupon the Property Trustee, in accordance with the
Applicable Procedures, shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Preferred Security by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees shall
execute and the Property Trustee shall, subject to Section 512(b) and as
otherwise provided in this Article V, countersign, register and deliver any
Preferred Securities issuable in exchange for such Global Preferred Security (or
any portion thereof) in accordance with the instructions of the Clearing Agency.
The Property Trustee shall not be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

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

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


                                       21

<PAGE>

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

         SECTION 513       NOTICE TO CLEARING AGENCY

         To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Preferred Securities are
represented by a Global Preferred Securities Certificate, the Administrative
Trustees and the Property Trustee shall give all such notices and communications
specified herein to be given to the Clearing Agency, and shall have no
obligations to owners of beneficial interests in such Global Preferred
Securities.

         SECTION 514       RIGHTS OF SECURITYHOLDERS.

         (a)      The legal title to the Trust Property is vested exclusively in
the Property Trustee (in its capacity as such) in accordance with Section 209,
and the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights. When issued and delivered to Holders
of the Preferred Securities against payment of the purchase price therefor, the
Preferred Securities shall be fully paid and nonassessable interests in 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 to the
Depositor and the Debenture Trustee; and upon any such declaration such
principal amount of and the accrued interest on all of the Debentures shall
become immediately due and payable, provided that the payment of principal and
interest on such Debentures shall remain subordinated to the extent provided in
the Indenture.

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

                                   ARTICLE VI
                   ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

         SECTION 601       LIMITATIONS ON VOTING RIGHTS.

         (a)      Except as provided in this Section 601, in Sections 514, 810
and 1002, in the Indenture and as otherwise required by law, no Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities


                                       22

<PAGE>

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

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

         SECTION 602       NOTICE OF MEETINGS.

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

         SECTION 603       MEETINGS OF PREFERRED SECURITYHOLDERS.

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


                                       23

<PAGE>

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

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

         SECTION 604       VOTING RIGHTS.

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

         SECTION 605       PROXIES, ETC.

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

         SECTION 606       SECURITYHOLDER ACTION BY WRITTEN CONSENT

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

         SECTION 607       RECORD DATE FOR VOTING AND OTHER PURPOSES.

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


                                       24

<PAGE>

         SECTION 608       ACTS OF SECURITYHOLDERS.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Trust Agreement to
be given, made or taken by Securityholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such
Securityholders in person or by an agent duly appointed in writing, and, except
as otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to an Administrative Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 801) conclusive in favor
of the Trustees, if made in the manner provided in this Section 608.

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

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

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

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

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

         SECTION 609       INSPECTION OF RECORDS.

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


                                       25

<PAGE>

                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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


                                       26

<PAGE>

         SECTION 702       REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

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

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

                                  ARTICLE VIII
                                    TRUSTEES

         SECTION 801       CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)      The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. No Administrative Trustee shall be liable for its act or omissions hereunder
except as a result of its own gross negligence or willful misconduct. The
Property Trustee's liability shall be determined under the Trust Indenture Act.
Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section
801. To the extent that, at law or in equity, an Administrative Trustee has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to the Securityholders, such Administrative Trustee shall not be liable
to the Trust or to any Securityholder for such Trustee's good faith reliance on
the provisions of this Trust Agreement. The provisions of this Trust Agreement,
to the extent that they restrict the duties and liabilities of the
Administrative Trustees otherwise existing at law or in equity, are agreed by
the Depositor and the Securityholders to replace such other duties and
liabilities of the Administrative Trustees.

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


                                       27

<PAGE>

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

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

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

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

                  (iv)     the Property Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         with the Depositor and money held by the Property Trustee need not be
         segregated from other funds held by it except in relation to the
         Payment Account maintained by the Property Trustee pursuant to Section
         301 and except to the extent otherwise required by law; and

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

         SECTION 802       CERTAIN NOTICES.

         (a)      Within 5 Business Days after the occurrence of any Event of
Default actually known to the Property Trustee, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 1008, notice of
such Event of Default to the Securityholders, the Administrative Trustees and
the Depositor, unless such Event of Default shall have been cured or waived. For
purposes of this Section 802 the term "Event of Default" means any event that
is, or after notice or lapse of time or both would become, an Event of Default.

         (b)      The Administrative Trustees shall transmit to the
Securityholders in the manner and to the extent provided in Section 1008 notice
of the Depositor's election to begin or further extend an Extended Interest
Payment Period on the Debentures (unless such election shall have been revoked)
within the time specified for transmitting such notice to the holders of the
Debentures pursuant to the Indenture as originally executed.

         SECTION 803       CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 801:


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<PAGE>

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

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

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

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

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

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

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

         (h)      the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or


                                       29

<PAGE>

document, unless requested in writing to do so by one or more Securityholders,
but the Property Trustee may make such further inquiry or investigation into
such facts or matters as it may see fit;

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

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

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

         SECTION 804       NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                           SECURITIES.

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

         SECTION 805       MAY HOLD SECURITIES.

         Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 808 and 813 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

         SECTION 806       COMPENSATION; INDEMNITY; FEES.

         The Depositor agrees:

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

         (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



                                       30
<PAGE>

disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to such Trustee's negligence, bad faith or
willful misconduct (or, in the case of the Administrative Trustees, any such
expense, disbursement or advance as may be attributable to its, his or her gross
negligence, bad faith or willful misconduct); and

         (c)      to indemnify each of the Trustees or any predecessor Trustee
for, and to hold the Trustees harmless against, any loss, damage, claim,
liability, penalty or expense incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
this Trust Agreement, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder, except any such expense, disbursement or
advance as may be attributable to such Trustee's negligence, bad faith or
willful misconduct (or, in the case of the Administrative Trustees, any such
expense, disbursement or advance as may be attributable to its, his or her gross
negligence, bad faith or willful misconduct).

         No Trustee may claim any Lien or charge on any Trust Property as a
result of any amount due pursuant to this Section 806.

         SECTION 807       CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF
                           TRUSTEES.

         (a)      There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
807, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Property Trustee with respect to the Trust
Securities shall cease to be eligible in accordance with the provisions of this
Section 807, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VIII.

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

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

         SECTION 808       CONFLICTING INTERESTS.

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

         SECTION 809       CO-TRUSTEES AND SEPARATE TRUSTEE.

         (a)      Unless an Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Depositor shall have power
to


                                       31

<PAGE>

appoint, and upon the written request of the Property Trustee, the Depositor
shall for such purpose join with the Property Trustee in the execution, delivery
and performance of any instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Property Trustee either to act as
co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section 809. If the Depositor does not
join in such appointment within 15 days after the receipt by it of a request so
to do, or in case a Debenture Event of Default has occurred and is continuing,
the Property Trustee alone shall have power to make such appointment. Any
co-trustee or separate trustee appointed pursuant to this Section 809 shall
either be (i) a natural person who is at least 21 years of age and a resident of
the United States; or (ii) a legal entity with its principal place of business
in the United States that shall act through one or more persons authorized to
bind such entity.

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

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

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

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

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

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

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


                                       32

<PAGE>

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

         SECTION 810       RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

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

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

         (e)      The Property Trustee shall give notice of each resignation and
each removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 1008 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust office if it is the Property
Trustee.


                                       33

<PAGE>

         (f)      Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Administrative Trustee who is a natural person
dies or becomes, in the opinion of the Depositor, incompetent or incapacitated,
the vacancy created by such death, incompetence or incapacity may be filled by
(i) the unanimous act of the remaining Administrative Trustees if there are at
least two of them; or (ii) otherwise by the Depositor (with the successor in
each case being a Person who satisfies the eligibility requirement for
Administrative Trustees set forth in Section 807).

         SECTION 811       ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a)      In case of the appointment hereunder of a successor Relevant
Trustee with respect to the Trust Securities and the Trust, the retiring
Relevant Trustee and each successor Relevant Trustee with respect to the Trust
Securities shall execute and deliver an instrument hereto wherein each successor
Relevant Trustee shall accept such appointment and which shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Relevant Trustee all the rights, powers, trusts and
duties of the retiring Relevant Trustee with respect to the Trust Securities and
the Trust and, upon the execution and delivery of such instrument, the
resignation or removal of the retiring Relevant Trustee shall become effective
to the extent provided therein and each such successor Relevant Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Trust, but, on request of the Trust or any successor
Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer and
deliver to such successor Relevant Trustee all Trust Property, all proceeds
thereof and money held by such retiring Relevant Trustee hereunder with respect
to the Trust Securities and the Trust.

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

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

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

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

         SECTION 813       PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR
                           OR TRUST.

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


                                       34

<PAGE>

          SECTION 814      REPORTS BY PROPERTY TRUSTEE.

         (a)      Not later than July 15 of each year commencing with July 15,
    , the Property Trustee shall transmit to all Securityholders in accordance
with Section 1008, and to the Depositor, a brief report dated as of December 31
with respect to:

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

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

         (b)      In addition the Property Trustee shall transmit to
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.

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

         SECTION 815       REPORTS TO THE PROPERTY TRUSTEE.

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

         SECTION 816       EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee 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)(l) of the Trust Indenture Act shall be given in the form of an
Officers' Certificate.

         SECTION 817       NUMBER OF TRUSTEES.

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

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

         (c)      The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to 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


                                       35

<PAGE>

Trustee in accordance with Section 810, the Administrative Trustees in office,
regardless of their number (and notwithstanding any other provision of this
Agreement), shall have all the powers granted to the Administrative Trustees and
shall discharge all the duties imposed upon the Administrative Trustees by this
Trust Agreement.

         SECTION 818       DELEGATION OF POWER.

         (a)      Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 207(a); and

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

         SECTION 819       VOTING.

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

                                   ARTICLE IX
                      TERMINATION, LIQUIDATION AND MERGER

         SECTION 901       TERMINATION UPON EXPIRATION DATE.

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

         SECTION 902       EARLY TERMINATION.

         The first to occur of any of the following events is an "Early
Termination Event:"

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

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

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

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


                                       36

<PAGE>

         SECTION 903       TERMINATION.

         The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (i) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 904, or upon the
redemption of all of the Trust Securities pursuant to Section 402, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (ii) the payment of any expenses owed by the Trust; (iii) 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 (iv) the filing of a Certificate of Cancellation by the
Administrative Trustee under the Business Trust Act.

         SECTION 904       LIQUIDATION.

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

                  (i)      state the Liquidation Date;

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

                  (iii)    provide such information with respect to the
         mechanics by which Holders may exchange Trust Securities Certificates
         for Debentures, or, if Section 904(d) applies, receive a Liquidation
         Distribution, as the Administrative Trustees or the Property Trustee
         shall deem appropriate.

         (b)      Except where Section 902(c) or 904(d) applies, in order to
effect the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

         (c)      Except where Section 902(c) or 904(d) applies, after the
Liquidation Date, (i) the Trust Securities shall no longer be deemed to be
outstanding; (ii) the Clearing Agency for the Preferred Securities or its
nominee, as the registered holder of the Global Preferred Securities
Certificate, shall receive a registered global certificate or certificate or
certificates representing a Like Amount of Debentures with respect to Preferred
Securities held by the Clearing Agency or its nominee; (iii) certificates
representing a Like Amount of Debentures shall be issued to holders of Trust
Securities Certificates not held by the Clearing Agency for the Preferred
Securities or its nominee as specified in clause (ii) above upon surrender of
such certificates to the Administrative Trustees or their agent for exchange;
(iv) the Depositor shall use its reasonable efforts to have the Debentures
listed on the New York Stock Exchange or on such other securities exchange or
other organization as the Preferred Securities are then listed or traded;
(v) any Trust Securities Certificates not so surrendered for exchange shall be
deemed to represent a Like Amount of Debentures, accruing interest at the rate
provided for in


                                       37

<PAGE>

the Debentures from the last Distribution Date on which a Distribution was made
on such Trust Securities Certificates until such certificates are so surrendered
(and until such certificates are so surrendered, no payments of interest or
principal shall be made to holders of Trust Securities Certificates with respect
to such Debentures); and (vi) all rights of Securityholders holding Trust
Securities shall cease, except the right of such Securityholders to receive
Debentures upon surrender of Trust Securities Certificates.

         (d)      In the event that, notwithstanding the other provisions of
this Section 904, whether because of an order for dissolution entered by a court
of competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustees not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution,
winding-up or other termination of the Trust, Securityholders shall be entitled
to receive out of the assets of the Trust available for distribution to
Securityholders, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, an amount equal to the Liquidation Amount per Trust
Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount being the "Liquidation Distribution"). If, upon any such
dissolution, winding-up or termination, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be paid
on a pro rata basis (based upon Liquidation Amounts). The holder of the Common
Securities shall be entitled to receive Liquidation Distributions upon any such
dissolution, winding-up or termination pro rata (determined as aforesaid) with
Holders of Preferred Securities, except that, if a Debenture Event of Default
has occurred and is continuing, the Preferred Securities shall have a priority
over the Common Securities.

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

         The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Section 905. 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, be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any state; provided, that (i) such successor
entity either (A) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities; or (B) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise; (ii) the
Depositor expressly appoints a trustee of such successor entity possessing
substantially the same powers and duties as the Property Trustee as the holder
of the Debentures; (iii) the Successor Securities are listed or traded, or any
Successor Securities shall be listed or traded upon notification of issuance, on
any national securities exchange or other organization on which the Preferred
Securities are then listed, if any; (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Preferred
Securities (including any Successor Securities) in any material respect; (v)
prior to such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, the Depositor has received an Opinion of Counsel to the
effect that (Y) 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 (Z) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity shall be required to register as an
"investment company" under the Investment Company Act; and (vi) the


                                       38

<PAGE>

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 or
replacement would cause the Trust or the successor entity to be classified as
other than a grantor trust for United States federal income tax purposes.

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

         SECTION 1001      LIMITATION OF RIGHTS OF SECURITYHOLDERS.

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

         SECTION 1002      AMENDMENT.

         (a)      This Trust Agreement may be amended from time to time by the
Trustees and the Depositor, without the consent of any Securityholders,

                  (i)      as provided in Section 811 with respect to acceptance
         of appointment by a successor Trustee;

                  (ii)     to cure any ambiguity, correct or supplement any
         provision herein or therein which may be inconsistent with any other
         provision herein or therein, or to make any other provisions with
         respect to matters or questions arising under this Trust Agreement,
         that shall not be inconsistent with the other provisions of this Trust
         Agreement; or

                  (iii)    to modify, eliminate or add to any provisions of this
         Trust Agreement to such extent as shall be necessary to ensure that the
         Trust shall be classified for United States federal income tax purposes
         as a grantor trust at all times that any Trust Securities are
         outstanding or to ensure that the Trust shall not be required to
         register as an "investment company" under the Investment Company Act;
         provided, however, that in the case of clause (ii), such action shall
         not adversely affect in any material respect the interests of any
         Securityholder, and any amendments of this Trust Agreement shall become
         effective when notice thereof is given to the Securityholders.

         (b)      Except as provided in Section 601(c) or Section 1002(c)
hereof, any provision of this Trust Agreement may be amended by the Trustees and
the Depositor (i) with the consent of Trust Securityholders representing not
less than a majority (based upon Liquidation Amounts) of the Trust Securities
then Outstanding; and (ii) upon receipt by the Trustees of an Opinion of Counsel
to the effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment shall not affect the Trust's status
as a grantor trust for United Status federal income tax purposes or the Trust's
exemption from status of an "investment company" under the Investment Company
Act.


                                       39

<PAGE>

         (c)      In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 603 or 606 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date; or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the Securityholders
(such consent being obtained in accordance with Section 603 or 606 hereof), this
paragraph (c) of this Section 1002 may not be amended.

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

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

         (f)      The Property Trustee shall not 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.

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

         SECTION 1003      SEPARABILITY.

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

         SECTION 1004      GOVERNING LAW.

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

         SECTION 1005      PAYMENTS DUE ON NON-BUSINESS DAY.

         If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day which is a Business Day (except as
otherwise provided in Sections 401(a) and 402(d)), with the same force and
effect as though made on the date fixed for such payment, and no distribution
shall accumulate thereon for the period after such date.


                                       40

<PAGE>

         SECTION 1006      SUCCESSORS.

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

         SECTION 1007      HEADINGS.

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

         SECTION 1008      REPORTS, NOTICES AND DEMANDS.

         Any report, notice, demand or other communication, which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Depositor, may be given or served in
writing by deposit thereof, first-class postage prepaid, in the United States
mail, hand delivery or facsimile transmission, in each case, addressed, (i) 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
(ii) in the case of the Common Securityholder or the Depositor, to F.N.B.
Corporation, 2150 Goodlette Road North, Naples, Florida 34102, Attention: Chief
Financial Officer, facsimile no.: (724) 983-3515. Any notice to Preferred
Securityholders shall also be given to such owners as have, within two years
preceding the giving of such notice, filed their names and addresses with the
Property Trustee for that purpose. Such notice, demand or other communication to
or upon a Securityholder shall be deemed to have been sufficiently given or
made, for all purposes, upon hand delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(i) with respect to the Property Trustee or the Delaware Trustee to Wilmington
Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890-0001, Attention: Corporate Trust Administration; and (ii) with
respect to the Administrative Trustees, to them at the address above for notices
to the Depositor, marked "Attention: Administrative Trustees of FNB Capital
Trust I." Such notice, demand or other communication to or upon the Trust or the
Property Trustee shall be deemed to have been sufficiently given or made only
upon actual receipt of the writing by the Trust or the Property Trustee.

         SECTION 1009      AGREEMENT NOT TO PETITION.

         Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and 1 day after the Trust has been
terminated in accordance with Article IX, they shall not file, or join in the
filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code of 1978, as amended) (collectively, "Bankruptcy Laws") or
otherwise join in the commencement of any proceeding against the Trust under any
Bankruptcy Law. In the event the Depositor takes action in violation of this
Section 1009, the Property Trustee agrees, for the benefit of Securityholders,
that at the expense of the Depositor (which expense shall be paid prior to the
filing), it shall file an answer with the bankruptcy court or otherwise properly
contest the filing of such petition by the Depositor against the Trust or the
commencement of such action and raise the defense that the Depositor has agreed
in writing not to take


                                       41

<PAGE>

such action and should be stopped and precluded therefrom. The provisions of
this Section 1009 shall survive the termination of this Trust Agreement.

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

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

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

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

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

         SECTION 1011      ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE
                           AND INDENTURE.

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


                                       F.N.B. CORPORATION,
                                       as Depositor



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


                                       WILMINGTON TRUST COMPANY,
                                       as Property Trustee and Delaware Trustee



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



                                       42
<PAGE>




                                      ------------------------------------------
                                      Gary L. Tice, as Administrative Trustee



                                      ------------------------------------------
                                      John D. Waters, as Administrative Trustee


                                       43

<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                               FNB CAPITAL TRUST I

         THIS CERTIFICATE OF TRUST OF FNB Capital Trust I (the "Trust") is being
duly executed and filed by the undersigned, as trustees, to form a business
trust under the Delaware Business Trust Act (12 Del. C. Section 3801, et seq.)
(the "Act").

         1.       Name. The name of the business trust formed hereby is "FNB
Capital Trust I."

         2.       Delaware Trustee. The name and business address of the trustee
of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration.

         3.       Effective Date. This Certificate of Trust shall be effective
upon filing with the Secretary of State of the State of Delaware.

         4.       Counterparts. This Certificate of Trust may be executed in one
or more counterparts, which, when taken together, shall be deemed to constitute
a single original.

         IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.


                                     WILMINGTON TRUST COMPANY,
                                     as Trustee



                                     /s/ Patricia A. Evans
                                     -------------------------------------------
                                     Patricia A. Evans
                                     Senior Financial Services Officer


                                     /s/ Gary L. Tice
                                     -------------------------------------------
                                     Gary L. Tice, as Trustee


                                     /s/ John D. Waters
                                     -------------------------------------------
                                     John D. Waters, as Trustee


                                      A-1

<PAGE>

                                                                       EXHIBIT B

                THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO A
             SUCCESSOR IN INTEREST TO THE DEPOSITOR OR AN AFFILIATE
               OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE LAW
                     AND SECTION 510 OF THE TRUST AGREEMENT

Certificate Number                                  Number of Common Securities

C-

                    Certificate Evidencing Common Securities
                                       of
                               FNB Capital Trust I
                                 % Common Securities
                 (liquidation amount $     per Common Security)

         FNB Capital Trust I, a statutory business trust created under the laws
of the State of Delaware (the "Issuer Trust"), hereby certifies that F.N.B.
Corporation, a Florida Corporation (the "Holder"), is the registered owner of
          (   ) common securities of the Issuer Trust representing undivided
beneficial interest in the assets of the Issuer Trust and designated the FNB
Capital Trust I      % Common Securities (liquidation amount $     per Common
Security) (the "Common Securities"). Except in accordance with Section 510 of
the Trust Agreement (as defined below), the Common Securities are not
transferable and any attempted transfer hereof other than in accordance
therewith 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 Issuer Trust, dated as of
          ,      , as the same may be amended from time to time (the "Trust
Agreement") among F.N.B. Corporation, as Depositor, Wilmington Trust Company, as
Property Trustee and as Delaware Trustee, and the Holders of Trust Securities,
including the designation of the terms of the Common Securities as set forth
therein. The Issuer Trust will furnish a copy of the Trust Agreement to the
Holder without charge upon written request to the Issuer Trust at its principal
place of business.

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

         Terms used but not defined herein have the meanings set forth in the
Trust Agreement.


                                      B-1

<PAGE>

         IN WITNESS WHEREOF, one of the Administrators of the Issuer Trust has
executed this certificate this     day of               ,     .



                                     FNB CAPITAL TRUST I



                                     By:
                                        ----------------------------------------
                                     Name:
                                     Administrator


AUTHENTICATED AND REGISTERED:
WILMINGTON TRUST COMPANY,
 as Property Trustee and Securities Registrar


By:
   -------------------------------
   Name:
   Signatory Officer


                                      B-2

<PAGE>

                                                                       EXHIBIT C

         [IF THE PREFERRED SECURITY CERTIFICATE IS TO BE A GLOBAL PREFERRED
SECURITY CERTIFICATE, INSERT - This Preferred Security Certificate is a Global
Preferred Security Certificate within the meaning of the Trust Agreement
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Preferred Security Certificate is exchangeable for
Preferred Security Certificates 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 may not be transferred except as a whole by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, except in the limited
circumstances described in the Trust Agreement.

         Unless this Preferred Security Certificate is presented by an
authorized representative of [Name of Depositary], a            corporation, to
FNB Capital Trust I or its agent for registration of transfer, exchange or
payment, and any Preferred Security Certificate issued is registered in the name
of such nominee as is requested by an authorized representative of [Depositary]
(and any payment is made to such entity as is requested by an authorized
representative of [Depositary]), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL inasmuch as the registered
owner hereof, has an interest herein.]


                                      C-1

<PAGE>

CERTIFICATE NUMBER                               NUMBER OF PREFERRED SECURITIES
P-

                       CUSIP NO.
                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                               FNB CAPITAL TRUST I

                                % PREFERRED SECURITIES
                (LIQUIDATION AMOUNT $     PER PREFERRED SECURITY)

         FNB Capital Trust I, a statutory business trust created under the laws
of the State of Delaware (the "Issuer Trust"), hereby certifies that
                (the "Holder") is the registered owner of $
(    ) aggregate liquidation amount of preferred securities of the Issuer Trust
representing a preferred undivided beneficial interest in the assets of the
Issuer Trust and designated the FNB Capital Trust I      % Preferred Securities
(liquidation amount $     per Preferred Security) (the "Preferred Securities").
The Preferred Securities are transferable on the books and the records of the
Issuer Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
504 of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and 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
Issuer Trust, dated as of           ,     , as the same may be amended from time
to time (the "Trust Agreement"), among F.N.B. Corporation, as Depositor,
Wilmington Trust Company, as Property Trustee and as Delaware Trustee, and the
Holders of Trust Securities, including the designation of the terms of the
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement entered into by F.N.B. Corporation, a
Florida corporation, and Wilmington Trust Company, as Guarantee Trustee, dated
as of           ,      as the same may be amended from time to time (the
"Guarantee Agreement"), to the extent provided therein. The Issuer Trust will
furnish a copy of the Trust Agreement and the Guarantee Agreement to the Holder
without charge upon written request to the Issuer 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.

         Terms used but not defined herein have the meanings set forth in the
Trust Agreement.


                                      C-2

<PAGE>

         IN WITNESS WHEREOF, one of the Administrators of the Issuer Trust has
executed this certificate this         day of             ,     .


                                     FNB CAPITAL TRUST I



                                     By:
                                        ----------------------------------------
                                     Name:
                                     Administrator


AUTHENTICATED AND REGISTERED:
WILMINGTON TRUST COMPANY,
as Property Trustee and Securities Registrar


By:
   --------------------------------
Name:
Authorized Signatory


                                      C-3

<PAGE>

                                   ASSIGNMENT

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


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


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


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

and irrevocably appoints:


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


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


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

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


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


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

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
SEC Rule 17Ad-15.


                                      C-4

<PAGE>

                                                                       EXHIBIT D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
       ,     , between F.N.B. CORPORATION, a Florida corporation (the
"Company"), and FNB CAPITAL TRUST I, a Delaware business trust (the "Trust").

                                    RECITALS

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

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

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

                                    ARTICLE I

         SECTION 1.1       GUARANTEE BY THE COMPANY.

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

         SECTION 1.2       TERM OF AGREEMENT.

         This Agreement shall terminate and be of no further force and effect
upon the later of (i) the date on which full payment has been made of all
amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise); and (ii) the date on which no
Obligations remain outstanding; provided, however, that this Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any holder of Preferred Securities or any Beneficiary must restore payment
of any sums paid under the Preferred Securities, under any Obligation, under the
Preferred Securities Guarantee Agreement dated the date hereof between the
Company and Wilmington Trust Company, as guarantee trustee, or under this
Agreement for any reason whatsoever. This Agreement is continuing, irrevocable,
unconditional and absolute.


                                      D-1

<PAGE>

         SECTION 1.3       WAIVER OF NOTICE.

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

         SECTION 1.4       NO IMPAIRMENT.

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

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

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

         (iii)    the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Trust or any of the assets of
the Trust.

         There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, the Company with respect to the happening of any of the
foregoing.

         SECTION 1.5       ENFORCEMENT.

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

                                   ARTICLE II

         SECTION 2.1       BINDING EFFECT.

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

         SECTION 2.2       AMENDMENT.

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


                                      D-2

<PAGE>

         SECTION 2.3       NOTICES.

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

            FNB Capital Trust I
            c/o F.N.B. Corporation
            2150 Goodlette Road North
            Naples, Florida 34102
            Facsimile No.: (724) 983-3515
            Attention: Chief Financial Officer

            F.N.B. Corporation
            2150 Goodlette Road North
            Naples, Florida 34102
            Facsimile No.: (724) 983-3515
            Attention: Chief Financial Officer

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

         THIS AGREEMENT is executed as of the day and year first above written.


                                     F.N.B. CORPORATION



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


                                     FNB CAPITAL TRUST I



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


                                      D-3