<PAGE>

                                                                     EXHIBIT 4.7


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


                        GREATER ATLANTIC CAPITAL TRUST I


                              AMENDED AND RESTATED


                                 TRUST AGREEMENT


                                      among


                 GREATER ATLANTIC FINANCIAL CORP., as Depositor,

                 WILMINGTON TRUST COMPANY, as Property Trustee,

                 WILMINGTON TRUST COMPANY, as Delaware Trustee,

                                       and


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                         Dated as of _________ ___, 2001



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



<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                <C>                                                                                  <C>
ARTICLE I          DEFINED TERMS

Section 101.       Definitions.............................................................................

ARTICLE II         ESTABLISHMENT OF THE TRUST

Section 201.       Name....................................................................................
Section 202.       Office of the Delaware Trustee; Principal Place of Business.............................
Section 203.       Initial Contribution of Trust Property; Organizational Expenses.........................
Section 204.       Issuance of the Preferred Securities....................................................
Section 205.       Issuance of the Common Securities; Subscription and Purchase of Debentures..............
Section 206.       Declaration of Trust....................................................................
Section 207.       Authorization to Enter into Certain Transactions........................................
Section 208.       Assets of Trust.........................................................................
Section 209.       Title to Trust Property.................................................................

ARTICLE III        PAYMENT ACCOUNT

Section 301.       Payment Account.........................................................................

ARTICLE IV         DISTRIBUTIONS; REDEMPTION

Section 401.       Distributions...........................................................................
Section 402.       Redemption..............................................................................
Section 403.       Conversion..............................................................................
Section 404.       Subordination of Common Securities......................................................
Section 405.       Payment Procedures......................................................................
Section 406.       Tax Returns and Reports.................................................................
Section 407.       Payment of Taxes, Duties, etc. of the Trust.............................................
Section 408.       Payments Under Indenture................................................................

ARTICLE V          TRUST SECURITIES CERTIFICATES

Section 501.       Initial Ownership.......................................................................
Section 502.       The Trust Securities Certificates.......................................................
Section 503.       Execution, Authentication and Delivery of Trust Securities Certificates.................
Section 503A.      Global Preferred Security...............................................................
Section 504.       Registration of Transfer and Exchange of Preferred Securities Certificates..............
</TABLE>



                                       i

<PAGE>

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                <C>                                                                                  <C>
Section 505.       Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates......................
Section 506.       Persons Deemed Securityholders..........................................................
Section 507.       Access to List of Securityholders' Names and Addresses..................................
Section 508.       Maintenance of Office or Agency.........................................................
Section 509.       Appointment of Paying Agent.............................................................
Section 510.       Appointment of Conversion Agent.........................................................
Section 511.       Ownership of Common Securities by Depositor.............................................
Section 512.       Trust Securities Certificates...........................................................
Section 513.       Notices to Clearing Agency..............................................................
Section 514.       Rights of Securityholders...............................................................

ARTICLE VI         ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

Section 601.       Limitations on Voting Rights............................................................
Section 602.       Notice of Meetings......................................................................
Section 603.       Meetings of Preferred Securityholders...................................................
Section 604.       Voting Rights...........................................................................
Section 605.       Proxies, etc............................................................................
Section 606.       Securityholder Action by Written Consent................................................
Section 607.       Record Date for Voting and Other Purposes...............................................
Section 608.       Acts of Securityholders.................................................................
Section 609.       Inspection of Records...................................................................

ARTICLE VII        REPRESENTATIONS AND WARRANTIES

Section 701.       Representations and Warranties of the Bank and the Property Trustee.....................
Section 702.       Representations and Warranties of the Delaware Bank and the Delaware Trustee............
Section 703.       Representations and Warranties of Depositor.............................................

ARTICLE VIII       TRUSTEES

Section 801.       Certain Duties and Responsibilities.....................................................
Section 802.       Certain Notices.........................................................................
Section 803.       Certain Rights of Property Trustee......................................................
Section 804.       Not Responsible for Recitals or Issuance of Securities..................................
Section 805.       May Hold Securities.....................................................................
Section 806.       Compensation; Indemnity; Fees...........................................................
Section 807.       Corporate Property Trustee Required; Eligibility of Trustees............................
Section 808.       Conflicting Interests...................................................................
Section 809.       Co-Trustees and Separate Trustee........................................................
</TABLE>



                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                <C>                                                                                  <C>
Section 810.       Resignation and Removal; Appointment of Successor.......................................
Section 811.       Acceptance of Appointment by Successor..................................................
Section 812.       Merger, Conversion, Consolidation or Succession to Business.............................
Section 813.       Preferential Collection of Claims Against Depositor or Trust............................
Section 814.       Reports by Property Trustee.............................................................
Section 815.       Reports to the Property Trustee.........................................................
Section 816.       Evidence of Compliance with Conditions Precedent........................................
Section 817.       Number of Trustees......................................................................
Section 818.       Delegation of Power.....................................................................
Section 819.       Voting..................................................................................

ARTICLE IX         TERMINATION, LIQUIDATION AND MERGER

Section 901.       Termination Upon Expiration Date........................................................
Section 902.       Early Termination.......................................................................
Section 903.       Termination.............................................................................
Section 904.       Liquidation.............................................................................
Section 905.       Mergers, Consolidations, Amalgamations or Replacements of the Trust.....................

ARTICLE X          MISCELLANEOUS PROVISIONS

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

EXHIBITS
--------

Exhibit A          Certificate of Trust
Exhibit B          Form of Common Securities Certificate
Exhibit C          Form of Expense Agreement
Exhibit D          Form of Preferred Securities Certificate
Exhibit E          Form of Preferred Securities Certificate Authentication
Exhibit F          Certificate Depositary Agreement
</TABLE>



                                      iii

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Section of
Trust Indenture Act                                                         Section of Amended and
of 1939, as amended                                                        Restated Trust Agreement
-------------------                                                        ------------------------
<S>                                                                        <C>

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



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



                                       iv

<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

        AMENDED AND RESTATED TRUST AGREEMENT, dated as of ____________ ___,
2001, among (i) GREATER ATLANTIC FINANCIAL CORP., a Delaware corporation
(including any successors or assigns, the "Depositor"), (ii) Wilmington Trust
Company, a Delaware banking corporation duly organized and existing under the
laws of the State of Delaware, as property trustee (the "Property Trustee" and,
in its separate corporate capacity and not in its capacity as Property Trustee,
the "Bank"), (iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation duly
organized and existing under the laws of the State of Delaware, as Delaware
trustee (the "Delaware Trustee," and, in its separate corporate capacity and not
in its capacity as Delaware Trustee, the "Delaware Bank")
(iv)____________________, an individual, ____________________, an individual,
and ____________________, an individual, each of whose address is c/o Company
(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
___________________________, 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
__________ ___, 2001 (the "Original Trust Agreement"), and by the execution and
filing by the Delaware Trustee and the Administrative Trustees with the
Secretary of State of the State of Delaware of the Certificate of Trust, filed
on __________ ___, 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; (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:



<PAGE>

                                    ARTICLE I
                                  DEFINED TERMS

        Section 101. Definitions.

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

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

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

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

        (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; and

        (e)     whenever the words "include," "includes" or "including" are used
in this Trust Agreement, they shall be deemed to be followed by the words
"without limitation."

        "Act" has the meaning specified in Section 608.

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

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

        "Administrative Trustee" means each of Charles W. Calomiris, Carroll E.
Amos and David E. Ritter, solely in his capacity as Administrative Trustee of
the Trust continued hereunder and not in his or her individual capacity, or such
Administrative Trustee's successor in interest in such trustee 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



                                       2
<PAGE>

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.

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

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

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

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

        (b)     the institution by such Person of proceedings to be adjudicated
a voluntary bankrupt, or the consent by such Person to the filing of a
bankruptcy proceeding against it, or the filing by such Person of a petition or
answer or consent seeking liquidation or reorganization under the United States
Bankruptcy Code of 1978, as amended, or other similar applicable federal or
state law, or the consent by such Person to the filing of any such petition or
to the appointment on the ground of insolvency or bankruptcy of a receiver or
custodian or liquidator or trustee or assignee in bankruptcy or insolvency of
such Person or of its property, or shall make a general assignment for the
benefit of creditors.

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

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

        "Business Day" means a day other than a Saturday or Sunday, a day on
which banking institutions in The City of New York are authorized or required by
law, executive order or



                                       3
<PAGE>

regulation to remain closed, or a day on which the Property Trustee's Corporate
Trust Office or the Corporate Trust Office of the Debenture Trustee is closed
for business.

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

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

        "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. DTC shall be the initial Clearing Agency.

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

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

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

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

        "Common Security" means an undivided beneficial interest in the assets
of the Trust, having a Liquidation Amount of $____ and designated a Common
Security and having the rights provided therefor in this Trust Agreement,
including the right to convert to shares of Common Stock and 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 hereto as Exhibit B.

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

        "Company" means Greater Atlantic Financial Corp.

        "Conversion Agent" has the meaning set forth in Section 403(d).



                                       4
<PAGE>

        "Conversion Date" has the meaning set forth in Section 403(c).

        "Conversion Ratio" has the meaning set forth in Section 403(a).

        "Conversion Request" has the meaning set forth in Section 403(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 administered, which office at
the date hereof, in each such case, is located at Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001, Attn: Corporate Trust
Administration.

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

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

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

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

        "Debentures" means the $__________ aggregate principal amount of the
Depositor's _____% Convertible Junior Subordinated Debentures [DUE 2031], issued
pursuant to the Indenture.

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

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

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

        "Depositary" means DTC or any successor thereto.

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

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



                                       5
<PAGE>

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

        "DTC" means The Depository Trust Company.

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

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

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

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

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

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

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

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

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

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

        "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 __________ ___, 2001,
between the Depositor and the Debenture Trustee, as trustee, as amended or
supplemented from time to time.



                                       6
<PAGE>

        "Investment Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

        "Investment Company Event" means the receipt by the Trust and the
Depositor of an Opinion of Counsel, rendered by a law firm having a recognized
national tax and securities law practice, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), the Trust is or
shall be considered an "investment company" that is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of original issuance of the Preferred Securities under this
Trust Agreement, provided, however, that the Depositor or the Trust shall have
requested and received such an Opinion of Counsel with regard to such matters
within a reasonable period of time after the Depositor or the Trust shall have
become aware of the possible occurrence of any such event.

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

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

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

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



                                       7
<PAGE>

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

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

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

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

        "Opinion of Counsel" means an opinion in writing of independent, outside
legal counsel for the Trust, the Property Trustee, the Delaware Trustee or the
Depositor, who shall be reasonably acceptable to the Property Trustee.

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

        "Outstanding", when used with respect to 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, 512 and 514; provided, however, that in
determining whether the Holders of the requisite Liquidation Amount of the
Outstanding Preferred Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Preferred Securities owned by
the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee
shall be disregarded and deemed not to be Outstanding, except that (i) in
determining whether any Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Preferred Securities that such Trustee actually knows to be so owned shall be so
disregarded; and (ii) the foregoing shall not apply at any time when all of the
Outstanding Preferred Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate. Preferred



                                       8
<PAGE>

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 the pledgee is not the Depositor or any other Obligor upon the Preferred
Securities or a Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Depositor or any Affiliate of
the Depositor; and

        (d)     Preferred Securities which have been converted pursuant to
Section 403.

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

        "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures shall be held and from which the Property Trustee
shall make payments to the Securityholders in accordance with Sections 401 and
402.

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

        "Preferred Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $_____ and designated a ___%
Cumulative Convertible Trust Preferred Security and having the rights provided
therefor in this Trust Agreement, including the right to convert to shares of
Common Stock and 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 hereto as
Exhibit D.

        "Property Trustee" means the Person identified as the "Property
Trustee," in the Preamble to this Trust Agreement solely in its capacity as
Property Trustee of the Trust heretofore continued hereunder and not in its
individual capacity, or its successor in interest in such trustee 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.



                                       9
<PAGE>

        "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 allocated on a pro rata basis (based on
Liquidation Amounts) among the Trust Securities.

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

        "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee with direct
responsibility for the administration of this Trust Agreement, including any
vice-president, any assistant vice-president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer or other officer of the
Corporate Trust Office of the Property Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of that officer's knowledge of and
familiarity with the particular subject.

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

        "Trust" means the Delaware business trust 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, 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.



                                       10
<PAGE>

        "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.

                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

        Section 201. Name.

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

        Section 202. Office of the Delaware Trustee; Principal Place of
Business.

        The address of the Delaware Trustee in the State of Delaware is c/o
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attn: Corporate Trust Administration, or such
other address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Depositor. The principal executive
office of the Trust is c/o Greater Atlantic Financial Corp., 10700 Parkridge
Boulevard, Suite P50, Reston, VA 20191.

        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 $___, 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.

        Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 502 and deliver Preferred Securities Certificates,
registered in the name of 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.



                                       11
<PAGE>

        Section 205. Issuance of the Common Securities; Subscription and
Purchase of Debentures.

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

        Common Securities issued in accordance with this Section 205 shall be
validly issued and entitled to the benefits of this Trust Agreement.

        Section 206. Declaration of Trust.

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

        Section 207. Authorization to Enter into Certain Transactions.

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



                                       12
<PAGE>

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, and is hereby authorized, 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 Nasdaq National Market or
                                such securities exchanges as shall be determined
                                by the Depositor, the registration of the
                                Preferred Securities under the Exchange Act, the
                                compliance with the listing requirements of The
                                Nasdaq National Market or the applicable
                                securities exchanges and the preparation and
                                filing of all periodic and other reports and
                                other documents pursuant to the foregoing;

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

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

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

                        (H)     to take all action that may be necessary or
                                appropriate for the preservation and the
                                continuation of the Trust's valid existence,
                                rights, franchises and privileges as a statutory
                                business trust under the laws of the State of
                                Delaware and of each other jurisdiction in



                                       13
<PAGE>

                                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 and authority, and is hereby authorized, 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



                                       14
<PAGE>

                                benefit of the Securityholders (without
                                consideration of the effect of any such action
                                on any particular Securityholder);

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

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

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

        (c)     In connection with the issue and sale of the 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, the Debentures,
                        and the Guarantee, including any amendments thereto;

                (ii)    the determination of the states in which to take
                        appropriate action to qualify or register for sale all
                        or part of the Preferred Securities and to do any and
                        all such acts, other than actions which under the
                        applicable laws of any such states may not be taken by
                        or on behalf of the Trust by the Depositor, 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;



                                       15
<PAGE>

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

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

                (iv)    the preparation of subscription documents and a
                        prospectus, to be delivered to stockholders of the
                        Depositors, offering rights to purchase Preferred
                        Securities from the Trust; and

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

        (d)     Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust 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, and
the Administrative Trustees are authorized to direct the Property Trustee in
writing 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.

        The Property Trustee is authorized to take any action so directed by one
or more of the Administrative Trustees.

        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.



                                       16
<PAGE>

                                   ARTICLE III
                                 PAYMENT ACCOUNT

        Section 301. Payment Account.

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

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

                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

        Section 401. Distributions.

        (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 [December 31,
2001], and, except during any Extended Interest Payment Period with respect to
the Debentures, shall be payable quarterly in arrears on the last calendar day
of March, June, September and December of each year, commencing on [MARCH 31,
2001]. If any date on which a Distribution is otherwise payable on the Trust
Securities is not a Business Day, then the payment of such Distribution shall be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay) except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day (and without any reduction of interest or any
other payment in respect of any such acceleration), in each case with the same
force and effect as if made on such date (each date on which distributions are
payable in accordance with this Section 401(a), a "Distribution Date").

        (b)     The Trust Securities constitute undivided beneficial interests
in the Trust Property. 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 consisting of twelve 30-day months. The amount of
Distributions for any partial period shall be computed on the basis of the
number



                                       17
<PAGE>

of days elapsed in a 360-day year consisting 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.

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

        (d)     Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be the 15th day of March, June, September or December for Distributions
payable on the last calendar day of the respective month; provided, however,
that for any Trust Securities held in global form, Distributions with respect to
a Distribution Date shall be payable to the Holder thereof as it appears on the
Securities Register as of one Business Day immediately preceding the
Distribution Date.

        Section 402. Redemption.

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

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

                (i)     the Redemption Date;

                (ii)    the Redemption Price;

                (iii)   the CUSIP number;

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

                (v)     that, on the Redemption Date, the Redemption Price shall
                        become due and payable upon each such Trust Security to
                        be redeemed and that Distributions thereon shall cease
                        to accumulate on and after said date, except as provided
                        in Section 402(d); and



                                       18
<PAGE>

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

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

        (d)     If the Property Trustee gives a notice of redemption in respect
of any Preferred Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 402(c), the Property Trustee, subject to
Section 402(c), shall, with respect to Preferred Securities held in global form,
deposit with the Clearing Agency for such Preferred Securities, to the extent
available therefor, funds sufficient to pay the applicable Redemption Price and
will give such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Preferred Securities. With respect to
Trust Securities that are not held in global form, the Property Trustee, subject
to Section 402(c), shall deposit with the Paying Agent funds sufficient to pay
the applicable Redemption Price and shall give the Paying Agent (if other than
the Property Trustee) irrevocable instructions and authority to pay the
Redemption Price to the Holders thereof upon surrender of their Trust Securities
Certificates. Notwithstanding the foregoing, Distributions payable on or prior
to the Redemption Date for any Trust Securities called for redemption shall be
payable to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, (i) all rights of
Securityholders holding Trust Securities so called for redemption shall cease,
except the right of such Securityholders to receive the Redemption Price, but
without interest and the right of the Securityholders to cause the Conversion
Agent to convert the Trust Securities, (ii) such Trust Securities shall cease to
be Outstanding, (iii) the Clearing Agency for the Preferred Securities or its
nominee, as the registered Holder of the Global Preferred Securities
Certificate, shall receive a registered global certificate or certificates
representing the Debentures to be delivered upon such distribution with respect
to Preferred Securities held by the Clearing Agency or its nominee, and (iv) any
Trust Securities Certificates not held by the Clearing Agency for the Preferred
Securities or its nominee as specified in clause (v) above will be deemed to
represent Debentures having a principal amount equal to the stated Liquidation
Amount of the Trust Securities represented thereby and bearing accrued and
unpaid interest in an amount equal to the accumulated and unpaid Distributions
on such Trust Securities until such certificates are presented to the Securities
Registrar for transfer or reissuance. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date shall be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day (and without any reduction of interest or any other payment in respect of
any such acceleration), in



                                       19
<PAGE>

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 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; provided, however, that, for any Trust
Securities held in global form, payment of the Redemption Price shall be made to
the Holder thereof as it appears on the Securities Register as of one Business
Day immediately preceding the Redemption Data.

        (f)     Subject to Section 404(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 such Liquidation Amount or an
integral multiple of such Liquidation Amount in excess thereof) of the
Liquidation Amount of Preferred Securities of a denomination larger than such
Liquidation Amount; provided, however, in the event the redemption relates only
to Preferred Securities purchased and held by the Depositor being redeemed in
exchange for a Like Amount of Debentures, the Property Trustee shall select
those particular Preferred Securities for redemption. The Property Trustee shall
promptly notify the Securities Registrar (if other than the Property Trustee) in
writing of the Preferred Securities selected for redemption and, in the case of
any Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of
Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities which has been or is to be redeemed.

        Section 403. Conversion.

        The Securityholders shall have the right at any time on or after 60 days
after the date hereof and prior to the close of business on the Business Day
immediately preceding the date of repayment of such Trust Securities, whether at
maturity or upon redemption (either at the option of the Depositor or pursuant
to a Tax Event, an Investment Company Event or a Capital Treatment Event), at
their option, to cause the Conversion Agent to convert Trust Securities, on



                                       20
<PAGE>

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

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

        (b)     In order to convert Trust Securities into Common Stock, the
Holder must submit to the Conversion Agent an irrevocable request to convert
Trust Securities on behalf of such Holder (the "Conversion Request"), together,
if the Trust Securities are in certificated form, with such Trust Security
Certificates. The Conversion Request shall (i) set forth the number of Trust
Securities to be converted and the name or names, if other than the Holder, in
which the shares of Common Stock should be issued, and (ii) direct the
Conversion Agent (A) to exchange such Trust Securities for a portion of the
Debentures held by the Trust (at the rate of exchange specified in Section
403(a) hereof), and (B) to immediately convert such Debentures on behalf of such
Holder into Common Stock (at the Conversion Ratio specified in Section 403(a)
hereof. The Conversion Agent shall notify the Trust of the Holder's election to
exchange Trust Securities for a portion of the Debentures held by the Trust and
the Property Trustee on behalf of the Trust shall, upon receipt of such notice,
deliver to the Conversion Agent the appropriate principal amount of Debentures
for exchange in accordance with this Section 403. The Conversion Agent shall
thereupon notify the Depositor of the Holder's election to convert such
Debentures into shares of Common Stock.

        (c)     Accrued Distributions shall not be paid on Preferred Securities
that are converted, nor shall any payment, allowance or adjustment be made for
accumulated and unpaid Distributions, whether or not in arrears, on converted
Preferred Securities, except that if any Preferred Security is converted (i) on
or after a record date for payment of Distributions thereon and prior to the
related Distribution Date, the amount of the Distributions payable on the
related Distribution Date with respect to such Preferred Security shall be paid
by the converting Holder to the Trust and the Distributions payable on the
related Distribution Date with respect to such Preferred Security shall be
distributed to the Holder on such record date, despite such conversion, and (ii)
during an Extended Interest Payment Period and after the Property Trustee mails
a notice of redemption with respect to the Preferred Securities that are to be
converted, accrued and unpaid Distributions through the Redemption Date of the
Debentures shall be distributed to the



                                       21
<PAGE>

Holder who converts such Preferred Securities, which Distribution shall be made
on the Redemption Date fixed for redemption. Except as provided above, neither
the Trust nor the Depositor shall make, or be required to make, any payment,
allowance or adjustment upon any conversion on account of any accumulated and
unpaid Distributions accrued on the Trust Securities (including any Additional
Amount) surrendered for conversion, or on account of any accumulated and unpaid
dividends, if any, on the shares of Common Stock issued upon such conversion.
The Depositor shall make no payment or allowance for distributions on the shares
of Common Stock issued upon such conversion, except to the extent that such
shares of Common Stock are held of record on the record date for any such
distributions and except as provided in Section 4.9 of the Indenture. Trust
Securities shall be deemed to have been converted immediately prior to the close
of business on the day on which a Conversion Request relating to such Trust
Securities is received by the Trust in accordance with the foregoing provisions
of this Section 403 (the "Conversion Date"). The Person or Persons entitled to
receive the Common Stock issuable upon conversion of the Debentures shall be
treated for all purposes as the record holder or holders of such Common Stock at
such time. As promptly as practicable on or after the Conversion Date, the
Depositor shall issue and deliver at the office of the Conversion Agent a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with the cash payment, if any, in lieu
of any fraction of any share to the Person or Persons entitled to receive the
same as provided in Section 403(e) hereof, unless otherwise directed by the
Holder in the Conversion Request, and the Conversion Agent shall distribute such
certificate or certificates to such Person or Persons.

        (d)     Each Holder of a Trust Security by his acceptance thereof
appoints the Property Trustee as conversion agent (the "Conversion Agent") for
the purpose of effecting the conversion of Trust Securities in accordance with
this Section 403. In effecting the conversion and transactions described in this
Section 403, the Conversion Agent shall be acting as agent of the
Securityholders directing it to effect such conversion transactions. The
Conversion Agent is hereby authorized (i) to exchange Trust Securities from time
to time for Debentures held by the Trust in connection with the conversion of
such Trust Securities with this Section 403, and (ii) to convert all or a
portion of the Debentures into Common Stock and thereupon to deliver such shares
of Common Stock in accordance with the provisions of this Section 403 and to
deliver to the Trust a new Debenture or Debentures for any resulting unconverted
principal amount.

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

        (f)     The Depositor shall at all times reserve and keep available out
of its authorized and unissued Common Stock, solely for issuance upon the
conversion of the Debentures, free from any preemptive or other similar rights,
such number of shares of Common Stock as shall from time to time be issuable
upon the conversion of all of the Debentures then outstanding. Notwithstanding
the foregoing, the Depositor shall be entitled to deliver, upon conversion of



                                       22
<PAGE>

Debentures, shares of Common Stock reacquired and held in the treasury of the
Depositor (in lieu of the issuance of authorized and unissued shares of Common
Stock), so long as any such treasury shares are free and clear of all liens,
charges, security interests or encumbrances. Any shares of Common Stock issued
upon conversion of the Debentures shall be duly authorized, validly issued,
fully paid and nonassessable. The Trust shall deliver the shares of Common Stock
of the Depositor received upon conversion of the Debentures to the converting
Holder free and clear of all liens, charges, security interests and
encumbrances, except for United States withholding taxes. Each of the Depositor
and the Trust shall prepare and shall use its best efforts to obtain and keep in
force such governmental or regulatory permits or other authorizations as may be
required by law, and shall comply with all applicable requirements as to
registration or qualification of the Common Stock (and all requirements to list
the Common Stock issuable upon conversion of Debentures that are at the time
applicable), in order to enable the Depositor to lawfully issue Common Stock to
the Trust upon conversion of the Debentures and the Trust to lawfully deliver
the Common Stock to each Holder upon conversion of the Trust Securities.

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

        (h)     Nothing in the preceding Section 403 shall limit the
requirements of the Trust to withhold taxes pursuant to the terms of the Trust
Securities or as set forth in this Trust Agreement or otherwise require the
Property Trustee or the Trust to pay any amount on account of such withholdings.

        (i)     The protections of this Trust Agreement, including Sections 801,
803 and 806, shall apply to the Property Trustee also in its capacity as
Conversion Agent.

        Section 404. 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



                                       23
<PAGE>

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 405. 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 Dates. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property Trustee and the
Common Securityholder.

        Section 406. Tax Returns and Reports.

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



                                       24
<PAGE>

        Section 407. Payment of Taxes, Duties, etc. of the Trust.

        Upon receipt under the Debentures of Additional Interest, 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 408. Payments Under the 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 the Liquidation Amount and integral multiples of the
Liquidation Amount in excess thereof, and the Common Securities Certificates
shall be issued in denominations of the Liquidation Amount and multiples thereof
(which may, in the case of the Common Securities, include fractional amounts).

        The Trust Securities Certificates shall be executed on behalf of the
Trust by manual or facsimile signature of at least one Administrative Trustee.
Trust Securities Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefits of this Trust Agreement, notwithstanding that such individuals
or any of them shall have ceased to be so authorized prior to the delivery of
such Trust Securities Certificates or did not hold such offices at the date of
delivery of such Trust Securities Certificates. A transferee of a Trust
Securities Certificate shall become a Securityholder, and shall be entitled to
the rights and subject to the obligations of a Securityholder hereunder, upon
due registration of such Trust Securities Certificate in such transferee's name
pursuant to Sections 504, 512 and 514.



                                       25
<PAGE>

        Section 503. Execution, Authentication and Delivery of Trust Securities
Certificates.

        (a)     On the Closing Date, the Administrative Trustees shall cause
Trust Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 204 and 205, to be executed on behalf of the Trust by the manual or
facsimile signature of at least one of the Administrative Trustees and delivered
to or upon the written order of the Depositor, signed by its Chief Executive
Officer, President, any Vice President or its Treasurer without further
corporate action by the Depositor, in authorized denominations.

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

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

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

        Section 503A. Global Preferred 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,
unless or until other arrangements are requested by the Clearing Agency,
delivered to and held by the Property Trustee as custodian for the Clearing
Agency (and the Property Trustee is hereby authorized to serve as such
custodian), 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, no
Global Preferred Security may be exchanged for Preferred Securities registered
in the names of persons other than the Depositary or its nominee unless (i) the
Depositary notifies the Administrative, Trustees and the Property Trustee that
it is unwilling or unable to continue as a depositary for such Global Preferred
Securities and the Depositor is unable to locate a qualified successor
depositary, (ii) the Depositor executes and delivers to the Administrative,
Trustees and the Property Trustee a written order stating that it elects to
terminate the book-entry system through the Depositary or (iii) there shall
have occurred and be continuing a Debenture Event of Default.



                                       26
<PAGE>

        (c)     If a Preferred Security that is not a Global Preferred Security
is to be exchanged in whole or in part for a beneficial interest in a Global
Preferred Security, then either (i) the Global Preferred Security Certificate
evidencing 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 Securities 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 Securities Registrar, whereupon the Property Trustee, 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 504(b) and as otherwise provided in this Article V,
authenticate 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 executed, authenticated and delivered
upon registration of transfer of, or in exchange for or in lieu of, a Global
Preferred Security or any portion thereof, whether pursuant to this Article V or
otherwise, shall be executed, 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 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 rules
and procedures of such Clearing Agency (the "Applicable Procedures") and shall
not be Holders thereof under this Trust Agreement and, except as otherwise
provided herein, shall not be entitled to receive physical delivery of any such
Preferred Securities in definitive form. Accordingly, any such owner's
beneficial interest in the Global Preferred Securities shall be shown only on,
and the transfer of such interest shall be effected only through, records
maintained by the Clearing Agency or its nominee. Neither the Property Trustee,
the Securities Registrar nor the Depositor shall have any liability in respect
of any transfers effected by the Clearing Agency.

        (f)     The rights of owners of beneficial interests in a Global
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.



                                       27
<PAGE>

        Section 504. Registration of Transfer and Exchange of Preferred
Securities Certificates.

        (a)     The Depositor shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 508, a register or registers for the
purpose of registering Trust Securities Certificates and, subject to the
provisions of Section 503A, transfers and exchanges of Preferred Securities
Certificates (herein referred to as the "Securities Register") in which the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 511 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Depositor hereby designates the
Property Trustee as be the initial Securities Registrar.

        (b)     Subject to the provisions of Section 503A, upon surrender for
registration of transfer of any Preferred Securities Certificate at the office
or agency maintained pursuant to Section 508, the Administrative Trustees or any
one of them shall execute in accordance with Section 502 and the Property
Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Preferred Securities Certificates in
authenticate denominations of a like aggregate Liquidation Amount dated the date
of authorization 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, subject to the provisions of Section
503A, shall be accompanied by a written instrument of transfer in form
satisfactory to the Property Trustee and the Securities Registrar duly executed
by the Holder or his attorney duly authorized in writing. Each 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, subject to the provisions of
Section 503A, 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.



                                       28
<PAGE>

        (e)     Preferred Securities may only be transferred, in whole or in
part, in accordance with the terms and conditions set forth in this Trust
Agreement. Any transfer or purported transfer of any Preferred Security not made
in accordance with this Trust Agreement shall be null and void. A Preferred
Security that is not a Global Preferred Security may be transferred, in whole or
in part, to a Person who takes delivery in the form of another Preferred
Security that is not a Global Preferred Security as provided in Section 504(a).
A beneficial interest in a Global Preferred Security may be exchanged for a
Preferred Security that is not a Global Preferred Security only as provided in
Section 503A.

        Section 505. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

        If (a) any mutilated Trust Securities Certificate shall be surrendered
to the Securities Registrar, or if the Securities Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Securities Certificate; and (b) there shall be delivered to the Securities
Registrar, the Property Trustee, 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 protected 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 authenticate, if necessary, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like class, tenor and
denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section 505, the Administrative Trustees or the
Securities Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Any duplicate Trust Securities Certificate issued pursuant to this Section 505
shall constitute conclusive evidence of an undivided beneficial interest in the
assets of the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Trust Securities Certificate shall be found at any time.

        Section 506. Persons Deemed Securityholders.

        The Trustees, the Paying Agent and the Securities Registrar shall treat
the Person in whose name any Trust Securities Certificate shall be registered in
the Securities Register as the owner of such Trust Securities Certificate for
the purpose of receiving Distributions and for all 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) within five Business Days
of March 15, June 15, September 15 and December 15 of each year, a list, in such
form as the Property Trustee may reasonably require, of the names and addresses
of the Securityholders as of the most recent record date; and (b) promptly after
receipt



                                       29
<PAGE>

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, by receiving and holding a
Trust Securities Certificate, and each owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

        Section 508. Maintenance of Office or Agency.

        The Administrative Trustees shall maintain, or cause to be maintained,
in The City of New York, or other location designated by the Administrative
Trustees, an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Administrative Trustees initially
designate the Corporate Trust Office of the Property Trustee, Wilmington Trust
Company, as the office for such purposes. The Administrative Trustees shall give
prompt written notice to the Depositor and to the Securityholders of any change
in the location of the Securities Register or any such office or agency.

        Section 509. Appointment of Paying Agent.

        The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee must be acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Property Trustee shall
no longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor that is acceptable to the Property Trustee and the Depositor to act as
Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that



                                       30
<PAGE>

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 Trust Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.

        Section 510. Appointment of Conversion Agent.

        The Conversion Agent shall convert the Trust Securities of the
Securityholders in accordance with Section 403 hereof. The Administrative
Trustees may revoke such power and remove the Conversion Agent if such Trustees
determine in their sole discretion that the Conversion Agent shall have failed
to perform its obligations under this Trust Agreement in any material respect.
The Conversion Agent shall initially be the 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 Conversion Agent shall be
permitted to resign as Conversion Agent upon 30 days' written notice to the
Administrative Trustees, the Property Trustee and the Depositor. In the event
that the Property Trustee shall no longer be the Conversion Agent or a successor
Conversion Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor that is acceptable to the
Property Trustee and the Depositor to act as conversion Agent (which shall be a
bank or trust company). The provisions of Sections 801, 803 and 806 of this
Trust Agreement shall apply to the Property Trustee also in its role as
Conversion Agent, for so long as the Property Trustee shall act as Conversion
Agent and, to the extent applicable, to any other conversion agent appointed
hereunder, and any Conversion Agent shall be bound by the requirements with
respect to conversion agents of securities issued pursuant to the Trust
Indenture Act. Any reference in this Trust Agreement to the Conversion Agent
shall include any co- paying agent unless the context requires otherwise.

        Section 511. 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 12.1 of the Indenture) shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE."



                                       31
<PAGE>

        Section 512. Trust 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
Clearing Agency and registered in the name of the Clearing Agency's nominee.
Unless and until it is exchangeable in whole or in part for the Preferred
Securities in definitive form, a Global Preferred Security may not be
transferred except as a whole by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or
another nominee of the Clearing Agency or by the Clearing Agency or any such
nominee to a successor of such Clearing Agency or a nominee of such successor.

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

        Section 513. Notices to Clearing Agency.

        To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Preferred Securities are
represented by a Global Preferred Securities Certificate, the Trustees shall
give all such notices and communications specified herein to be given to the
Clearing Agency, and shall have no obligation to provide notice to the owners of
the beneficial interest in the 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 to subscribe for additional Trust
Securities. 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, subject to the next following sentence, nonassessable
undivided beneficial interests in the assets of 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



                                       32
<PAGE>

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, 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 513, 810 and
1002 and in the Indenture and as otherwise required by law, no record Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

        (b)     So long as any Debentures are held by the Property Trustee on
behalf of the Trust, the Trustees shall not (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Debenture
Trustee, or executing any trust or power conferred on the Debenture Trustee with
respect to such Debentures; (ii) waive any past default which is waivable under
Article VIII 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 not less than 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 when authorized to do so 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



                                       33
<PAGE>

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

        Section 603. Meetings of Holders of Preferred Securities.

        (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 Holders of Preferred Securities are
entitled to vote upon the written request of Holders of not less than 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 Holders of Preferred Securities to vote on
any matters as to which such Securityholders are entitled to vote.

        (b)     Holders of not less than 50% of the Outstanding Preferred
Securities (based upon their aggregate Liquidation Amount), present in person or
by proxy, shall constitute a quorum at any meeting of Securityholders.

        (c)     If a quorum is present at a meeting, an affirmative vote by the
Holders of Preferred Securities of record present, in person or by proxy,
holding not less than a majority of the Preferred Securities (based upon their
aggregate Liquidation Amount) held by the Holders of Preferred Securities of
record present, either in person or by proxy, at such meeting shall



                                       34
<PAGE>

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 (with any fractional
multiple thereof rounded up or down as the case may be to the closest integral
multiple) in respect of any matter as to which such Securityholders are entitled
to vote.

        Section 605. Proxies, etc.

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

        Section 606. Securityholder Action by Written Consent.

        Any action which may be taken by Securityholders at a meeting may be
taken without a meeting if Securityholders holding not less 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 or the Property Trustee may from time
to time fix a date, not more than 90 days prior to the date of any meeting of
Securityholders or the payment of Distribution or other action, as the case may
be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.



                                       35
<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.



                                       36
<PAGE>

        Section 609. Inspection of Records.

        Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection at the principal
executive office of the Trust (as indicated in Section 202) by Holders of the
Trust Securities during normal business hours for any purpose reasonably related
to such Holder's interest as a Holder.

                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

        Section 701. Representations and Warranties of the Bank and the Property
Trustee.

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

        (a)     the Bank is a 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 principles of equity;

        (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



                                       37
<PAGE>

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 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 State of
Delaware of United States federal law governing the banking or trust powers of
the Bank or the Property Trustee, as the case may be;

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

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

        Section 702. Representations and Warranties of the Delaware Bank and the
Delaware Trustee.

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

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

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

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



                                       38
<PAGE>

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

        (e)     neither the authorization, execution or delivery by the Delaware
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Delaware Trustee contemplated herein 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 State of
Delaware of United States federal law governing the banking or trust powers of
the Delaware Bank or the Delaware Trustee, as the case may be; and

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

        Section 703. Representations and Warranties of Depositor.

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

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

        (b)     the Depositor 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 Depositor and constitutes the valid and legally binding
agreement of the Depositor enforceable against it in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer,



                                       39
<PAGE>

reorganization, moratorium and similar laws of general applicability relating to
or affecting creditor's rights and to general principles of equity;

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

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

        (f)     the execution, delivery and performance by the Depositor of this
Trust Agreement has been duly authorized by all necessary corporate or other
action on the part of the Depositor and does not require any approval of
stockholders of the Depositor, and such execution, delivery and performance
shall not (i) violate the Depositor'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 indenture, mortgage,
credit agreement, license or other agreement or instrument to which the
Depositor 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 Depositor (as
appropriate in context) or any order, judgement or decree applicable to the
Depositor;

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

        (h)     there are no proceedings pending or, to the best of the
Depositor's knowledge, threatened against or affecting the Depositor 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
Depositor to enter into or perform its obligations under this Trust Agreement;
and

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



                                       40
<PAGE>

                                  ARTICLE VIII
                                    TRUSTEES

        Section 801. Certain Duties and Responsibilities.

        (a)     The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require any Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. No
Administrative Trustee nor the Delaware 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, the Delaware Trustee or an
Administrative Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to the Securityholders, the Delaware Trustee or
such Administrative Trustee shall not be liable to the Trust or to any
Securityholder for such Trustee's good faith reliance on the provisions of this
Trust Agreement. The provisions of this Trust Agreement, to the extent that they
restrict the duties and liabilities of the Delaware Trustee or the
Administrative Trustees otherwise existing at law or in equity, are agreed by
the Depositor and the Securityholders to replace such other duties and
liabilities of the Delaware Trustee or the Administrative Trustees, as the case
may be.

        (b)     All payments made by the Property Trustee or a Paying Agent in
respect of the Trust Securities shall be made only from the revenue and proceeds
from the Trust Property and only to the extent that there shall be sufficient
revenue or proceeds from the Trust Property to enable the Property Trustee or a
Paying Agent to make payments in accordance with the terms hereof. 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.

        (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:



                                       41
<PAGE>

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

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

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

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

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

        Section 802. Certain Notices.

        (a)     Within five Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer of 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.



                                       42
<PAGE>

        (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)
and of any election by the Depositor to accelerate the Maturity Date (as defined
in the Indenture) of the Debentures within the time specified for transmitting
such notice to the holders of the Debentures pursuant to the Indenture as
originally executed.

        Section 803. Certain Rights of Property Trustee.

        Subject to the provisions of Section 801:

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

        (b)     if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action; or
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with other provisions contained
herein; or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which
Holders of the Preferred Securities 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 is authorized to 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 as it shall deem advisable and in the best
interests of the Securityholders, in which event the Property Trustee shall have
no liability except for its own bad faith, negligence or willful misconduct;

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

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



                                       43
<PAGE>

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 other document under the Uniform Commercial Code of
the State of Delaware or any other jurisdiction, 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, and such
counsel may be counsel to the Depositor or any of its Affiliates, and may
include any of its employees; the Property Trustee shall have the right at any
time to seek instructions concerning the administration of this Trust Agreement
from any court of competent jurisdiction;

        (g)     the Property Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Trust Agreement at the request
or direction of any of the Securityholders pursuant to this Trust Agreement,
unless such Securityholders shall have offered to the Property Trustee security
or indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction; nothing contained herein shall, however, relieve the Property Trustee
of the obligation, upon the occurrence of any Event of Default (that has not
been cured or waived) actually known to a Responsible Officer of the Property
Trustee, to exercise such of the rights and powers vested in it by this Trust
Agreement, and to use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs;

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

        (i)     the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys, and the Property Trustee shall not be liable for the
default or misconduct of such 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



                                       44
<PAGE>

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 compensation for all
services rendered by them hereunder (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust), in the case of the Property Trustee as set forth in a written agreement
between the Depositor and the Property Trustee;

        (b)     except as otherwise expressly provided herein, to reimburse any
Trustee upon request for all reasonable expenses, disbursements and advances
incurred or made by such



                                       45



<PAGE>

Trustee in accordance with any provision of this Trust Agreement (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except to the extent any such expense, disbursement or advance is
attributable to such Trustee's negligence, bad faith or willful misconduct (or,
in the case of the Administrative Trustees or the Delaware Trustee, to the
extent any such expense, disbursement or advance is attributable to its, his or
her gross negligence, bad faith or willful misconduct);

        (c)     to the fullest extent permitted by law, to indemnify each of the
Trustees, any predecessor Trustee, the Bank and the Delaware Bank (each, a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any loss, damage, claims, liability, penalty or expense
of any kind or nature whatsoever, arising out of or in connection with the
acceptance or administration of this Trust Agreement, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent such amount is attributable to such Fiduciary Indemnified Person's
own negligence (in the case of the Property Trustee), gross negligence, bad
faith or willful misconduct; and

        (d)     to advance expenses (including legal fees) incurred by a
Fiduciary Indemnified Person in defending any claim, demand, action, suit or
proceeding, from time to time, prior to the final disposition of such claim,
demand, action, suit or proceeding, upon receipt by the Depositor of an
undertaking by or on behalf of such Fiduciary Indemnified Person to repay such
amount if it shall be determined that such Fiduciary Indemnified Person is not
entitled to be indemnified as authorized in this subsection.

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

        The provisions of this Section 806 shall survive the termination of the
Trust and this Trust Agreement and shall survive the resignation or removal of
any and all Trustees.

        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. The Property Trustee and the
Delaware Trustee may be the same Person.


                                       46
<PAGE>

        (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 a Debenture Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Depositor shall have power
to appoint, and upon the written request of the Property Trustee, the Depositor
shall for such purpose join with the Property Trustee in the execution, delivery
and performance of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Property Trustee either to act as
co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section 809. If the Depositor does not
join in such appointment within 15 days after the receipt by it of a request 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.


                                       47
<PAGE>

        (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 and
                        agreements necessary or proper to effectuate such
                        resignation or removal. A successor to any co-trustee or
                        separate trustee so resigned or removed may be appointed
                        in the manner provided in this Section 809.

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

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

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


                                       48
<PAGE>

        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 Holder of the
Common Securities. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of not less than a majority in
Liquidation Amount of the Preferred Securities, delivered to the Relevant
Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by the Holder of the Common Securities at
any time.

        (d)     If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any cause, at a time when no Debenture Event of Default shall have occurred and
be continuing, the Holder of the Common Securities, by Act of such
Securityholder delivered to the retiring Trustee, shall promptly appoint a
successor Trustee or Trustees with respect to the Trust Securities and the
Trust, and the successor Trustee shall comply with the applicable requirements
of Section 811. If the Property Trustee or the Delaware Trustee shall resign, be
removed or become incapable of continuing to act as the Property Trustee or the
Delaware Trustee, as the case may be, at a time when a Debenture Event of
Default shall have occurred and is continuing, the Holders of Preferred
Securities, by Act of the Securityholders of not less than 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 Holder of the Common Securities, by
Act of such 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



                                       49
<PAGE>

been so appointed by the Holder of the Common Securities or the Holders of the
Preferred Securities and accepted appointment in the manner required by Section
811, any Securityholder who has been a Securityholder of Trust Securities for
six (6) consecutive months on behalf of himself and all others similarly
situated may petition a court of competent jurisdiction for the appointment of a
successor Relevant Trustee with respect to the Trust Securities.

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

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


                                       50
<PAGE>

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

        Section 812. Merger, Conversion, Consolidation or Succession to
Business.

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

        Section 813. Preferential Collection of Claims Against Depositor or
Trust.

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

        Section 814. Reports by Property Trustee.

        (a)     The Property Trustee shall transmit to the Securityholders such
reports concerning the Property Trustee, its actions under this Trust Agreement
and the property and funds in its possession in its capacity as the Property
Trustee as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant thereto.

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

        Section 815. Reports to the Property Trustee.

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


                                       51
<PAGE>

        Section 816. Evidence of Compliance with Conditions Precedent.

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

        Section 817. Number of Trustees.

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

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

        (c)     The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of Administrative Trustees
shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 810, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Agreement), shall have all the powers, authority and
authorization 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.


                                       52
<PAGE>

        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,
[December 31, 2031] (the "Expiration Date") subject to distribution of the Trust
Property in accordance with Section 904.

        Section 902. Early Termination.

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

        (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 (whether upon a Debenture
Redemption Date or the maturity of the Debentures);

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

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

        Section 903. Termination.

        The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 904, or upon the
redemption of all of the Trust Securities pursuant to Section 402, of all
amounts



                                       53
<PAGE>

required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; (c) the discharge
of all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Securityholders; and (d) the filing of a Certificate of Cancellation by an
Administrative Trustee under the Delaware 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 less than
30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust
Securities at such Holder's address appearing in the Securities Register. All
notices of liquidation shall:

                (i)     state the Liquidation Date;

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

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

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

        (c)     Except where Section 902(c) or 904(d) applies, after the
Liquidation Date, (i) the Trust Securities shall no longer be deemed to be
outstanding; (ii) certificates representing a Like Amount of Debentures shall be
issued to Holders of Trust Securities Certificates upon surrender of such
certificates to the Administrative Trustees or their agent for exchange; (iii)
the Depositor shall use its reasonable efforts to have the Debentures listed on
the Nasdaq National Market or on such other securities exchange or other
organization as the Preferred Securities are then listed or traded; (iv) any
Trust Securities Certificates not so surrendered for exchange shall be deemed to


                                       54
<PAGE>

represent a Like Amount of Debentures, accruing interest at the rate provided
for in the Debentures from the last Distribution Date on which a Distribution
was made on such Trust Securities Certificates until such certificates are so
surrendered (and until such certificates are so surrendered, no payments of
interest or principal shall be made to Holders of Trust Securities Certificates
with respect to such Debentures); and (v) all rights of Securityholders holding
Trust Securities shall cease, except the right of such Securityholders to
receive Debentures upon surrender of Trust Securities Certificates.

        (d)     In the event that, notwithstanding the other provisions of this
Section 904, whether because of an order for dissolution of the Trust entered by
a court of competent jurisdiction or otherwise, distribution of the Debentures
in the manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up and 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



                                       55
<PAGE>

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) such successor entity has a
purpose substantially identical to that of the Trust; (vi) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect; and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity shall be required to register as an "investment company" under the
Investment Company Act; and (vii) the Depositor owns all of the Common
Securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee, the Debentures, this Trust Agreement and the Expense
Agreement. For purposes of this Section 905, any such consolidation, merger,
sale, conveyance, transfer or other disposition as a result of which (a) the
Company is not the surviving Person, and (b) the same Person is not both (i) the
primary obligor in respect of the Debentures and (ii) the Guarantor under the
Guarantee, shall be deemed to constitute a replacement of the Trust by a
successor entity; provided further that, notwithstanding the foregoing, in the
event that upon the consummation of such a consolidation, merger, sale,
conveyance, transfer or other disposition, the parent company (if any) of the
Company, or its successor, is a bank holding company or financial holding
company or comparably regulated financial institution, such parent company shall
guarantee the obligations of the Trust (and any successor thereto) under the
Preferred Securities (including any Successor Securities) at least to the extent
provided by the Guarantee, the Debentures, the Trust Agreement and the Expense
Agreement. 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



                                       56
<PAGE>

accounting, take any action or bring any proceeding in any court for a partition
or winding-up of the arrangements contemplated hereby, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.

        Section 1002. Amendment.

        (a)     This Trust Agreement may be amended from time to time by the
Trustees and the Depositor, without the consent of any Securityholders, (i) as
provided in Section 811 with respect to acceptance of appointment by a successor
Trustee; (ii) to cure any ambiguity, correct or supplement any provision herein
or therein which may be inconsistent with any other provision herein or therein,
or to make any other provisions with respect to matters or questions arising
under this Trust Agreement, that shall not be inconsistent with the other
provisions of this Trust Agreement; (iii) to modify, eliminate or add to any
provisions of this Trust Agreement to such extent as shall be necessary to
ensure that the Trust shall be classified for United States federal income tax
purposes as a grantor trust at all times that any Trust Securities are
outstanding or to ensure that the Trust shall not be required to register as an
"investment company" under the Investment Company Act; or (iv) to reduce or
increase the Liquidation Amount per Trust Security and simultaneously to
correspondingly increase or decrease the number of Trust Securities issued and
Outstanding solely for the purpose of maintaining the eligibility of the
Preferred Securities for quotation or listing on any national securities
exchange or other organization on which the Preferred Securities are then quoted
or listed (including, if applicable, the Nasdaq National Market); provided,
however, that in the case of clause (ii), such action shall not adversely affect
in any material respect the interests of any Securityholder, and provided
further, that in the case of clause (iv) the aggregate Liquidation Amount of the
Trust Securities Outstanding upon completion of any such reduction must be the
same as the aggregate Liquidation Amount of the Trust Securities Outstanding
immediately prior to such reduction or increase; and any amendments of this
Trust Agreement shall become effective when notice thereof is given to the
Securityholders (or in the case of an amendment pursuant to clause (iv), as of
the date specified in the notice).

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

        (c)     In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder (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



                                       57
<PAGE>

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

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

        (g)     Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement, and no such
amendment shall be binding on them without their prior written consent thereto.
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
permitted and authorized under, or has been effected in compliance with, this
Trust Agreement.

        Section 1003. Separability.

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

        Section 1004. Governing Law.

        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 NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF).


                                       58
<PAGE>

        Section 1005. Payments Due on Non-Business Day.

        If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day which is a Business Day, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day (and without any reduction of
interest or any other payment in respect of any such acceleration), in each case
with the same force and effect as though made on the date fixed for such
payment, and no distribution shall accumulate thereon for the period after such
date.

        Section 1006. Successors.

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

        Section 1007. Headings.

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

        Section 1008. Reports, Notices and Demands.

        Any report, notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Securityholder or the Depositor may be given or served in writing by
deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Holder of Preferred Securities, to such Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Holder of the Common Securities or the Depositor, to Greater
Atlantic Financial Corp., 1070 Parkridge Boulevard, Suite P50, Reston, VA 20191,
Attention: Carroll E. Amos, President and Chief Executive Officer, facsimile
no.: (703) 391-1506. Any notice to Holders of Preferred Securities 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



                                       59
<PAGE>

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

        Section 1009. Agreement Not to Petition.

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

        Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act.

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

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

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


                                       60
<PAGE>

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

        Section 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.

Section 1012. Execution of Counterparts.

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


                            [SIGNATURE PAGE FOLLOWS]







                                       61
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Trust Agreement as of the date first above written.

                                 GREATER ATLANTIC FINANCIAL CORP., as
                                 Depositor


                                 By:
                                    ---------------------------------------
                                 Name: Carroll E. Amos
                                 Title:  President and Chief Executive Officer


                                 WILMINGTON TRUST COMPANY, as
                                 Property Trustee


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

                                 WILMINGTON TRUST COMPANY, as
                                 Delaware Trustee


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


                                 ------------------------------------------
                                 Charles W. Calomiris, as Administrative
                                 Trustee


                                 ------------------------------------------
                                 Carroll E. Amos, as Administrative Trustee


                                 ------------------------------------------
                                 David E. Ritter, as Administrative Trustee


<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                        GREATER ATLANTIC CAPITAL TRUST I

        THIS CERTIFICATE OF TRUST OF Greater Atlantic 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 Greater Atlantic
        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.

        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

                                       By: /s/ Anita Dallago
                                           -------------------------------------
                                           Name: Anita Dallago
                                           Title: Financial Services Officer

                                       /s/Charles W. Calomiris      , as Trustee
                                          --------------------------
                                       Name:

                                       /s/Carroll E. Amos           , as Trustee
                                          --------------------------
                                       Name:

                                       /s/David E. Ritter           , as Trustee
                                          --------------------------
                                       Name:


<PAGE>

                                                                       EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number _____                       Number of Common Securities _____

                    Certificate Evidencing Common Securities
                                       of
                        Greater Atlantic Capital Trust I

                                Common Securities
                  (liquidation amount $10 per Common Security)

        Greater Atlantic Capital Trust I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby certifies that
GREATER ATLANTIC FINANCIAL CORP. (the "Holder") is the registered owner of
_______________ (__________) common securities of the Trust representing
undivided beneficial interests in the assets of the Trust and designated the
Common Securities (liquidation amount $___ per Common Security) (the "Common
Securities"). In accordance with Section 511 of the Trust Agreement (as defined
below), the Common Securities are not transferable and any attempted transfer
hereof shall be void. The designations, rights, privileges, restrictions,
preferences, and other terms and provisions of the Common Securities are set
forth in, and this certificate and the Common Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust dated as of __________, 2001,
as the same may be amended from time to time (the "Trust Agreement"), including
the designation of the terms of the Common Securities as set forth therein. The
Trust shall furnish a copy of the Trust Agreement to the Holder without charge
upon written request to the Trust at its principal place of business or
registered office.

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

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

                                      Greater Atlantic Capital Trust I

                                      By:
                                             ----------------------------------
                                      Name:  Carroll E. Amos
                                      Title: Trustee


<PAGE>

                                                                       EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES


        AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
__________ ___, 2001, between GREATER ATLANTIC FINANCIAL CORP., an Delaware
corporation (the "Company"), and Greater Atlantic 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 _____% Convertible Junior Subordinated Debentures
(the "Debentures") from, the Company and to issue and sell Greater Atlantic
Capital Trust I _____% Cumulative Convertible 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 __________ ___, 2001, 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 or other similar interests in the Trust the amounts
due such holders pursuant to the terms of the Preferred Securities or such other
similar interests, as the case may be. This



                                      C-1
<PAGE>

        Agreement is intended to be for the benefit of, and to be enforceable
        by, all such Beneficiaries, whether or not such Beneficiaries have
        received notice hereof.

        Section 1.2 Term of Agreement.

        This Agreement shall terminate and be of no further force and effect
upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise); and (b) the date on which there
are no Beneficiaries remaining; provided, however, that this Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any holder of Preferred Securities 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 by the Company
and Wilmington Trust Company as guarantee trustee or under this Agreement for
any reason whatsoever. This Agreement is continuing, irrevocable, unconditional
and absolute.

        Section 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:

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

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

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


                                      C-2
<PAGE>

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 any of the holders of the Preferred
Securities.

        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 answer back, if sent by facsimile):

        Greater Atlantic Capital Trust I
        c/o Greater Atlantic Financial Corp.
        10700 Parkridge Boulevard
        Reston, Virginia 20191
        Facsimile No.: (703) 391-1506
        Attention:  Carroll E. Amos, Administrative Trustee

        Greater Atlantic Financial Corp.
        10700 Parkridge Boulevard
        Reston, Virginia 20191
        Facsimile No.: (703) 391-1506
        Attention: David E. Ritter, Chief Financial Officer

        Section 2.4 This agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of Delaware (without regard
to conflict of laws principles).


                                      C-3
<PAGE>

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


                               GREATER ATLANTIC FINANCIAL CORP.


                               By:
                                  ---------------------------------------
                               Name: Carroll E. Amos
                               Title: President and Chief Executive Officer

                               GREATER ATLANTIC CAPITAL TRUST I

                               By:
                                  -------------------------------
                               Name: Carroll E. Amos, as Administrative Trustee



                                      C-4
<PAGE>

                                                                       EXHIBIT D

Certificate Number _____                     Number of Preferred Securities_____

                   Certificate Evidencing Preferred Securities
                                       of
                        Greater Atlantic Capital Trust I

            ______% Cumulative Convertible Trust Preferred Securities
                (Liquidation Amount $___ per Preferred Security)
                                                            CUSIP No. __________

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

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

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

        Capitalized terms used but not defined in this Certificate shall have
the respective meanings provided for such terms in the Trust Agreement.


                                      D-1
<PAGE>

        IN WITNESS WHEREOF, the Administrative Trustees of the Trust have
executed this Certificate this ___ day of _______, 2001.


                                          GREATER ATLANTIC CAPITAL TRUST I

                                          By:
                                             ----------------------------------
                                               Charles W. Calomiris, as Trustee

                                          By:
                                             ----------------------------------
                                               Carroll E. Amos, as Trustee

                                          By:
                                             ----------------------------------
                                               David E. Ritter, as Trustee




                                      D-2
<PAGE>

                                     LEGEND
                           FOR CERTIFICATES EVIDENCING
                        GLOBAL PREFERRED SECURITIES ONLY:

        Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Trust or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


                                      D-3
<PAGE>

                               [FORM OF REVERSE OF CERTIFICATE]

        The Trust will furnish without charge to any registered owner of
Preferred Securities who so requests, a copy of the Trust Agreement and the
Guarantee. Any such request should be in writing and addressed to Greater
Atlantic Capital Trust I, c/o Secretary, Greater Atlantic Financial Corp., 10700
Parkridge Boulevard, Suite P50, Reston, Virginia 20191.

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

TEN COM               - as tenants in common
TEN ENT               - as tenants by the entireties
JT TEN                - as joint tenants with right of
UNIF GIFT MIN ACT     - under Uniform Gift to Minors Act and not as tenants

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

                                   ASSIGNMENT

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


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

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


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

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

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

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


Dated:                          Signature:
       --------------                     -------------------------------------
                                Note: The signature(s) to this assignment must
                                correspond with the name(s) as written upon the




                                      D-4
<PAGE>

                                face of this Certificate in every particular,
                                without alteration or enlargement, or any change
                                whatever.

Signature(s) Guaranteed:


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




                                      D-5
<PAGE>

                               CONVERSION REQUEST

To: __________________________, as Conversion Agent under the Trust Agreement of
Greater Atlantic Capital Trust I

        The undersigned owner of these Preferred Securities hereby irrevocably
exercises the option to convert these Preferred Securities, or the portion below
designated, into Common Stock of Greater Atlantic Financial Corp. (the "Common
Stock") in accordance with the terms of the Trust Agreement. Pursuant to the
aforementioned exercise of the option to convert these Preferred Securities, the
undersigned hereby directs the Conversion Agent (as that term is defined in the
Trust Agreement) to (i) exchange such Preferred Securities for a portion of the
Debentures (as that term is defined in the Trust Agreement) held by the Trust at
the Conversion Ratio specified in the Trust Agreement, and (ii) immediately
convert such Debentures on behalf of the undersigned, into Common Stock at the
Conversion Ratio specified in the Trust Agreement.

        The undersigned also hereby directs the Conversion Agent that the shares
issuable and deliverable upon conversion, together with any check in payment for
fractional shares, be issued in the name of and delivered to the undersigned,
unless a different name has been indicated in the assignment below. If shares
are to be issued in the name of a person other than the undersigned, the
undersigned will pay all transfer taxes payable with respect thereto.

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

Number of Preferred Securities to be converted:
                                               -------------------

If a name or names other than the undersigned, please indicate in the spaces
below the name or names in which the shares of Common Stock are to be issued,
along with the address or addresses of such person or persons.


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

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

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



                                      D-6
<PAGE>

Please print or Typewrite Name and Address,
Including Zip Code, and Social Security or
Other Identifying Number.


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

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

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

Signature Guarantee:*
                     --------------------------------------

--------------
*(Signature must be guaranteed by an "eligible guarantor institution* that is, a
bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended)



                                      D-7
<PAGE>

                                                                       EXHIBIT E

             FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION

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

                                     WILMINGTON TRUST COMPANY,

                                     not in its individual capacity but solely
                                     as Property Trustee

                                     By:
                                        -----------------------------
                                            AUTHORIZED SIGNATURE




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