AMENDED AND RESTATED

                                 TRUST AGREEMENT


                                      AMONG


                     PEOPLES BANCORP OF NORTH CAROLINA, INC.
                                  AS DEPOSITOR,


                            WILMINGTON TRUST COMPANY
                              AS PROPERTY TRUSTEE,


                            WILMINGTON TRUST COMPANY,
                            AS DELAWARE TRUSTEE, AND


                                 TONY W. WOLFE,
                                JOSEPH F. BEAMAN,
                                       AND
                               A. JOSEPH LAMPRON,
                                AS ADMINISTRATORS




                          DATED AS OF DECEMBER 19, 2001

                           ___________________________

                              PEBK CAPITAL TRUST I
                           ___________________________



<PAGE>
                              PEBK CAPITAL TRUST I

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

Trust Indenture Act Section                             Trust Agreement Section
---------------------------                             -----------------------
Section     310  (a)(1). . . . . . . . . . . . . . . . . . . . . . . . . .  8.7
                 (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . .  8.7
                 (a)(3). . . . . . . . . . . . . . . . . . . . . . . . . .  8.9
                 (a)(4). . . . . . . . . . . . . . . . . . . . . . . 2.7(a)(ii)
                 (b) . . . . . . . . . . . . . . . . . . . . . . .8.8, 10.10(b)
Section     311  (a) . . . . . . . . . . . . . . . . . . . . . . 8.13, 10.10(b)
                 (b) . . . . . . . . . . . . . . . . . . . . . . 8.13, 10.10(b)
Section     312  (a) . . . . . . . . . . . . . . . . . . . . . . . . . 10.10(b)
                 (b) . . . . . . . . . . . . . . . . . . . . . . .10.10(b), (f)
                 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . .  5.7
Section     313  (a) . . . . . . . . . . . . . . . . . . . . . . . . . .8.15(a)
                 (a)(4). . . . . . . . . . . . . . . . . . . . . . . . 10.10(c)
                 (b) . . . . . . . . . . . . . . . . . . . . .8.15(c), 10.10(c)
                 (c) . . . . . . . . . . . . . . . . . . . . . . 10.8, 10.10(c)
                 (d) . . . . . . . . . . . . . . . . . . . . . . . . . 10.10(c)
Section     314  (a) . . . . . . . . . . . . . . . . . . . . . . 8.16, 10.10(d)
                 (b) . . . . . . . . . . . . . . . . . . . . . . Not Applicable
                 (c)(1). . . . . . . . . . . . . . . . . .  8.17, 10.10(d), (e)
                 (c)(2). . . . . . . . . . . . . . . . . .  8.17, 10.10(d), (e)
                 (c)(3). . . . . . . . . . . . . . . . . .  8.17, 10.10(d), (e)
                 (e) . . . . . . . . . . . . . . . . . . . . . . 8.17, 10.10(e)
Section     315  (a) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(d)
                 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . .8.2
                 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(c)
                 (d) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1(d)
                 (e) . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section     316  (a) . . . . . . . . . . . . . . . . . . . . . . Not Applicable
                 (a)(1)(A) . . . . . . . . . . . . . . . . . . . Not Applicable
                 (a)(1)(B) . . . . . . . . . . . . . . . . . . . Not Applicable
                 (a)(2). . . . . . . . . . . . . . . . . . . . . Not Applicable
                 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.13
                 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . .  6.7
Section     317  (a)(1). . . . . . . . . . . . . . . . . . . . . Not Applicable
                 (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . 8.14
                 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.10
Section     318  (a) . . . . . . . . . . . . . . . . . . . . . . . . . 10.10(a)

Note:     This reconciliation and tie shall not, for any purpose, be deemed to
          be a part of the Trust Agreement.


<PAGE>
                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----
ARTICLE I        DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . .     1
  SECTION 1.1.   Definitions . . . . . . . . . . . . . . . . . . . . . . .     1

ARTICLE II       CONTINUATION OF THE ISSUER TRUST. . . . . . . . . . . . .    12
  SECTION 2.1.   Name. . . . . . . . . . . . . . . . . . . . . . . . . . .    12
  SECTION 2.2.   Office of the Delaware Trustee; Principal Place of
                 Business. . . . . . . . . . . . . . . . . . . . . . . . .    12
  SECTION 2.3.   Initial Contribution of Trust Property; Organizational
                 Expenses. . . . . . . . . . . . . . . . . . . . . . . . .    13
  SECTION 2.4.   Issuance of the Restricted Capital Securities . . . . . .    13
  SECTION 2.5.   Issuance of the Common Securities; Subscription and
                 Purchase of Junior Subordinated Debentures. . . . . . . .    13
  SECTION 2.6.   Declaration of Trust. . . . . . . . . . . . . . . . . . .    14
  SECTION 2.7.   Authorization to Enter into Certain Transactions. . . . .    14
  SECTION 2.8.   Assets of Trust . . . . . . . . . . . . . . . . . . . . .    17
  SECTION 2.9.   Title to Trust Property . . . . . . . . . . . . . . . . .    17

ARTICLE III      PAYMENT ACCOUNT . . . . . . . . . . . . . . . . . . . . .    17
  SECTION 3.1.   Payment Account . . . . . . . . . . . . . . . . . . . . .    17

ARTICLE IV       DISTRIBUTIONS; REDEMPTION . . . . . . . . . . . . . . . .    18
  SECTION 4.1.   Distributions . . . . . . . . . . . . . . . . . . . . . .    18
  SECTION 4.2.   Redemption. . . . . . . . . . . . . . . . . . . . . . . .    19
  SECTION 4.3.   Subordination of Common Securities. . . . . . . . . . . .    22
  SECTION 4.4.   Payment Procedures. . . . . . . . . . . . . . . . . . . .    22
  SECTION 4.5.   Tax Returns and Reports . . . . . . . . . . . . . . . . .    23
  SECTION 4.6.   Payment of Taxes, Duties, Etc. of the Issuer Trust. . . .    23
  SECTION 4.7.   Payments under Indenture or Pursuant to Direct Actions. .    23
  SECTION 4.8.   Liability of the Holder of Common Securities. . . . . . .    23

ARTICLE V        TRUST SECURITIES CERTIFICATES . . . . . . . . . . . . . .    24
  SECTION 5.1.   Initial Ownership . . . . . . . . . . . . . . . . . . . .    24
  SECTION 5.2.   The Trust Securities Certificates . . . . . . . . . . . .    24
  SECTION 5.3.   Execution and Delivery of Trust Securities Certificates .    24
  SECTION 5.4.   Global Capital Securities . . . . . . . . . . . . . . . .    25
  SECTION 5.5.   Registration of Transfer and Exchange Generally; Certain
                 Transfers and Exchanges; Capital Securities Certificates;
                 Securities Act Legends. . . . . . . . . . . . . . . . . .    26
  SECTION 5.6.   Mutilated, Destroyed, Lost or Stolen Trust Securities
                 Certificates. . . . . . . . . . . . . . . . . . . . . . .    30
  SECTION 5.7.   Persons Deemed Holders. . . . . . . . . . . . . . . . . .    30
  SECTION 5.8.   Access to List of Holders' Names and Addresses. . . . . .    30
  SECTION 5.9.   Maintenance of Office or Agency . . . . . . . . . . . . .    30
  SECTION 5.10.  Appointment of Paying Agent . . . . . . . . . . . . . . .    31
  SECTION 5.11.  Ownership of Common Securities by Depositor . . . . . . .    31
  SECTION 5.12.  Notices to Clearing Agency. . . . . . . . . . . . . . . .    32
  SECTION 5.13.  Rights of Holders . . . . . . . . . . . . . . . . . . . .    32


                                        i
<PAGE>
ARTICLE VI       ACTS OF HOLDERS; MEETINGS; VOTING . . . . . . . . . . . .    34
  SECTION 6.1.   Limitations on Holders' Voting Rights . . . . . . . . . .    34
  SECTION 6.2.   Notice of Meetings. . . . . . . . . . . . . . . . . . . .    35
  SECTION 6.3.   Meetings of Holders . . . . . . . . . . . . . . . . . . .    36
  SECTION 6.4.   Voting Rights . . . . . . . . . . . . . . . . . . . . . .    36
  SECTION 6.5.   Proxies, etc. . . . . . . . . . . . . . . . . . . . . . .    36
  SECTION 6.6.   Holder Action by Written Consent. . . . . . . . . . . . .    36
  SECTION 6.7.   Record Date for Voting and Other Purposes . . . . . . . .    37
  SECTION 6.8.   Acts of Holders . . . . . . . . . . . . . . . . . . . . .    37
  SECTION 6.9.   Inspection of Records . . . . . . . . . . . . . . . . . .    38

ARTICLE VII      REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . .    38
  SECTION 7.1.   Representations and Warranties of the Property Trustee
                 and the Delaware Trustee. . . . . . . . . . . . . . . . .    38
  SECTION 7.2.   Representations and Warranties of Depositor . . . . . . .    39

ARTICLE VIII     THE ISSUER TRUSTEES; THE ADMINISTRATORS . . . . . . . . .    40
  SECTION 8.1.   Certain Duties and Responsibilities . . . . . . . . . . .    40
  SECTION 8.2.   Certain Notices . . . . . . . . . . . . . . . . . . . . .    42
  SECTION 8.3.   Certain Rights of Property Trustee. . . . . . . . . . . .    43
  SECTION 8.4.   Not Responsible for Recitals or Issuance of Securities. .    44
  SECTION 8.5.   May Hold Securities . . . . . . . . . . . . . . . . . . .    44
  SECTION 8.6.   Compensation; Indemnity; Fees . . . . . . . . . . . . . .    44
  SECTION 8.7.   Corporate Property Trustee Required; Eligibility of
                 Trustees and Administrators . . . . . . . . . . . . . . .    46
  SECTION 8.8.   Conflicting Interests . . . . . . . . . . . . . . . . . .    46
  SECTION 8.9.   Co-Trustees and Separate Trustee. . . . . . . . . . . . .    46
  SECTION 8.10.  Resignation and Removal; Appointment of Successor . . . .    48
  SECTION 8.11.  Acceptance of Appointment by Successor. . . . . . . . . .    49
  SECTION 8.12.  Merger, Conversion, Consolidation or Succession to
                 Business. . . . . . . . . . . . . . . . . . . . . . . . .    50
  SECTION 8.13.  Preferential Collection of Claims Against Depositor or
                 Issuer Trust. . . . . . . . . . . . . . . . . . . . . . .    50
  SECTION 8.14.  Trustee May File Proofs of Claim. . . . . . . . . . . . .    50
  SECTION 8.15.  Reports by Property Trustee . . . . . . . . . . . . . . .    51
  SECTION 8.16.  Reports to the Property Trustee . . . . . . . . . . . . .    51
  SECTION 8.17.  Evidence of Compliance with Conditions Precedent. . . . .    52
  SECTION 8.18.  Number of Issuer Trustees . . . . . . . . . . . . . . . .    52
  SECTION 8.19.  Delegation of Power . . . . . . . . . . . . . . . . . . .    52
  SECTION 8.20.  Appointment of Administrators . . . . . . . . . . . . . .    53

ARTICLE IX       DISSOLUTION, LIQUIDATION AND MERGER . . . . . . . . . . .    53
  SECTION 9.1.   Dissolution Upon Expiration Date. . . . . . . . . . . . .    53
  SECTION 9.2.   Early Dissolution . . . . . . . . . . . . . . . . . . . .    53
  SECTION 9.3.   Termination . . . . . . . . . . . . . . . . . . . . . . .    54
  SECTION 9.4.   Liquidation . . . . . . . . . . . . . . . . . . . . . . .    54
  SECTION 9.5.   Mergers, Consolidations, Amalgamations or Replacements of
                 the Issuer Trust. . . . . . . . . . . . . . . . . . . . .    56


                                      ii
<PAGE>
ARTICLE X        MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . .    57
  SECTION 10.1.  Limitation of Rights of Holders . . . . . . . . . . . . .    57
  SECTION 10.2.  Amendment . . . . . . . . . . . . . . . . . . . . . . . .    57
  SECTION 10.3.  Separability. . . . . . . . . . . . . . . . . . . . . . .    58
  SECTION 10.4.  Governing Law . . . . . . . . . . . . . . . . . . . . . .    58
  SECTION 10.5.  Payments Due on Non-Business Day. . . . . . . . . . . . .    59
  SECTION 10.6.  Successors. . . . . . . . . . . . . . . . . . . . . . . .    59
  SECTION 10.7.  Headings. . . . . . . . . . . . . . . . . . . . . . . . .    59
  SECTION 10.8.  Reports, Notices and Demands. . . . . . . . . . . . . . .    60
  SECTION 10.9.  Agreement Not to Petition . . . . . . . . . . . . . . . .    60
  SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act. .    61
  SECTION 10.11. Acceptance of Terms of Trust Agreement, Guarantee and
                 Indenture . . . . . . . . . . . . . . . . . . . . . . . .    62


Exhibit A     Certificate of Trust
Exhibit B     Form of Restricted Securities Certificate
Exhibit C     Form of Common Securities Certificate
Exhibit D     Form of Capital Securities Certificate
Exhibit E     Form of Placement Agreement


                                      iii
<PAGE>
                      AMENDED AND RESTATED TRUST AGREEMENT


          THIS  AMENDED  AND RESTATED TRUST AGREEMENT,  dated as of December 19,
2001,  is  by  and  among  (i)  Peoples Bancorp of North Carolina, Inc., a North
Carolina  corporation  (including  any  successors or assigns, the "Depositor"),
                                                                    ---------
(ii)  Wilmington  Trust  Company,  a  Delaware  banking corporation, as property
trustee (in such capacity, the "Property Trustee" and, in its separate corporate
                                ----------------
capacity  and  not  in its capacity as Property Trustee or Delaware Trustee, the
"Bank"),  (iii)  Wilmington  Trust  Company,  a Delaware banking corporation, as
 ----
Delaware  trustee  (in  such  capacity,  the  "Delaware  Trustee") (the Property
                                               -----------------
Trustee  and  the  Delaware  Trustee  are referred to collectively herein as the
"Issuer Trustees"), (iv) the Administrators, as hereinafter defined, and (v) the
 ---------------
several  Holders,  as  hereinafter  defined.

                                   WITNESSETH

          WHEREAS,  the  Depositor and the Delaware Trustee have heretofore duly
declared  and  established  a  business  trust pursuant to the Delaware Business
Trust  Act  by entering into a certain Trust Agreement, dated as of November 27,
2001  (the  "Original  Trust Agreement"), and by the execution and filing by the
             -------------------------
Delaware  Trustee  with  the  Secretary of State of the State of Delaware of the
Certificate  of  Trust, filed on November 27, 2001 (the "Certificate of Trust"),
                                                         --------------------
attached  as  Exhibit  A;  and
              ----------

          WHEREAS,  the  Depositor  and the Delaware Trustee desire to amend and
restate  the  Original  Trust  Agreement  in its entirety as set forth herein to
provide  for,  among  other things, (i) the issuance of the Common Securities by
the  Issuer  Trust  to  the Depositor, (ii) the issuance and sale of the Capital
Securities  by the Issuer Trust pursuant to the Placement Agent Agreement, (iii)
the  acquisition  by  the  Issuer  Trust from the Depositor of all of the right,
title  and  interest in the Junior Subordinated Debentures, (iv) the appointment
of the Administrators and (v) the addition of the Property Trustee as a party to
this  Trust  Agreement.

          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, intending to be
legally  bound,  for the benefit of the other parties and for the benefit of the
Holders, hereby amends and restates the Original Trust Agreement in its entirety
and  agrees,  as  follows:

                                    ARTICLE I

                                  DEFINED TERMS

          SECTION  1.1.  DEFINITIONS.

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


<PAGE>
          (1)     The  terms  defined in this Article have the meanings assigned
to  them  in  this  Article  and  include  the  plural  as well as the singular;

          (2)     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;

          (3)     The  words  "include,"  "includes"  and  "including"  shall be
deemed  to  be  followed  by  the  phrase  "without  limitation";

          (4)     All  accounting  terms  used  but  not defined herein have the
meanings  assigned  to  them in accordance with United States generally accepted
accounting  principles  as  in  effect  at  the  time  of  determination;

          (5)     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;

          (6)     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

          (7)     All  references  to  the  date  the  Capital  Securities  were
originally  issued  shall  refer  to  the  date  hereof.

          "Act"  has  the  meaning  specified  in  Section  6.8.

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

          "Additional  Sums"  has  the  meaning specified in Section 10.6 of the
Indenture.

          "Administrators"  means  each  Person  appointed  in  accordance  with
Section  8.20  solely  in  such Person's capacity as Administrator of the Issuer
Trust  continued  hereunder and not in such Person's individual capacity, or any
successor  Administrator  appointed  as  herein  provided;  with  the  initial
Administrators  being  Tony  W.  Wolfe, Joseph F. Beaman, and A. Joseph Lampron.

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


                                        2
<PAGE>
          "Applicable  Procedures"  mean,  with  respect  to  any  transfer  or
transaction  involving a Global Capital Security or beneficial interest therein,
the  rules  and  procedures of the Depositary for such Capital Security, in each
case  to the extent applicable to such transaction and as in effect from time to
time.

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

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

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

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

          "Bankruptcy  Laws"  has  the  meaning  specified  in  Section  10.9.

          "Board  of Directors" means the board of directors of the Depositor or
the Executive Committee of the board of directors of the Depositor (or any other
committee  of  the  board  of  directors  of  the  Depositor  performing similar
functions)  or a committee designated by the board of directors of the Depositor
(or  any  such  committee),  comprised  of  two  or more members of the board of
directors  of  the  Depositor  or  officers  of  the  Depositor,  or  both.

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

          "Business  Day" means a day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in the City of New York, New York, the City of
Newton,  North  Carolina,  or the City of Wilmington, Delaware are authorized or


                                        3
<PAGE>
required by law or executive order to remain closed or (c) a day on which either
the  Property  Trustee's  corporate  trust  office  or  the  Debenture Trustee's
corporate  trust  office  is  closed  for  business.

          "Capital  Securities  Certificate"  means  a  certificate  evidencing
ownership  of  Capital Securities, substantially in the form attached as Exhibit
                                                                         -------
D, and shall, unless specified otherwise herein, include a Restricted Securities
-
Certificate,  substantially  in  the  form  attached  hereto  as Exhibit B.  The
                                                                 ---------
Capital  Securities  Certificate  shall  be  issued  initially with a Restricted
Capital  Securities  Legend,  which  shall  remain on such certificate until the
Depositor  and  the  Issuer Trust receive an Opinion of Counsel that such legend
can  be  removed  consistent  with  the  Securities  Act.

          "Capital  Security" means a preferred undivided beneficial interest in
the  assets of the Issuer Trust, having a Liquidation Amount of $50,000.00 or an
integral  multiple  in  excess  of  such  amount  and having the rights provided
therefor  in  this Trust Agreement, including the right to receive Distributions
and  a  Liquidation  Distribution  as  provided  herein.

          "Capital  Treatment  Event" means, in respect of the Issuer Trust, the
receipt  by  the  Property Trustee of an Opinion of Counsel, experienced in such
matters  and  who  may  be  counsel  to  the Depositor, and determination by the
Depositor  that,  as  a  result of the occurrence of any amendment to, or change
(including  any  announced  prospective  change)  in,  the laws (or any rules or
regulations  thereunder)  of  the  United  States  or  any political subdivision
thereof  or  therein,  or  as  a  result  of  any  official  or  administrative
pronouncement  or  action  (including  any  action  taken  in  connection with a
regulatory  examination  or  in  connection with or as a result of any change in
regulatory  policy)  or  judicial decision interpreting or applying such laws or
regulations,  which  amendment  or  change  is  effective or such pronouncement,
action  or  decision  is  announced  on or after the date of the issuance of the
Capital Securities of the Issuer Trust, there is more than an insubstantial risk
that  the  Depositor  will  not  be  entitled  to  treat  an amount equal to the
Liquidation  Amount  of such Capital Securities as "Tier 1 Capital" (or the then
equivalent  thereof)  for purposes of the risk-based capital adequacy guidelines
of  the  Board of Governors of the Federal Reserve System, as then in effect and
applicable  to  the  Depositor.

          "Cede"  means  Cede  &  Co.,  as  the  nominee  of  the  Depositary.

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

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

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

          "Closing" and "Closing Date" have the respective meanings specified in
the  Placement  Agreement.


                                        4
<PAGE>
          "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

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

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

          "Common  Securities  Purchase  Agreement"  means the Common Securities
Purchase  Agreement,  dated  of even date herewith, between the Issuer Trust and
the  Depositor,  as  the  same  may  be  amended  from  time  to  time.

          "Common Security" means an undivided beneficial interest in the assets
of  the  Issuer  Trust,  having  a  Liquidation Amount of $1,000.00 and integral
multiples  in  excess  thereof  and  having the rights provided therefor in this
Trust  Agreement, including the right to receive Distributions and a Liquidation
Distribution  as  provided  herein.

          "Corporate  Trust  Office"  means the principal office of the Property
Trustee  located  in  the City of Wilmington, Delaware, which at the time of the
execution  of  this  Trust  Agreement  is  located  at 1100 North Market Street,
Wilmington,  Delaware  19890-0001,  Attention:  Corporate  Trust Administration.

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

          "Debenture Purchase Agreement" means the Junior Subordinated Debenture
Purchase  Agreement,  dated of even date herewith, between the Depositor and the
Issuer  Trust,  as  the  same  may  be  amended  from  time  to  time.

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

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

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

          "Depositary"  means  The  Depository  Trust  Company  or any successor
thereto.


                                        5
<PAGE>
          "Depositor"  has  the  meaning specified in the preamble to this Trust
Agreement.

          "Direct  Action"  has  the  meaning  specified  in  Section  5.13(c).

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

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

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

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

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

          (2)     default by the Issuer 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

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

          (4)     default  in  the  performance,  or  breach,  in  any  material
respect,  of  any  covenant  or  warranty  of  the Issuer Trustees in this Trust
Agreement  (other  than  a  covenant or warranty a default in the performance of
which  or  the  breach  of  which  is dealt with in clause (2) or (3) above) and
continuation  of  such default or breach for a period of 60 days after there has
been  given,  by  registered  or  certified mail, to the Issuer Trustees and the
Depositor  by the Holders of at least 25% in aggregate Liquidation Amount of the
Outstanding  Capital  Securities,  a  written  notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a "Notice
of  Default"  hereunder;  or

          (5)     the  occurrence  of  any  Bankruptcy Event with respect to the
Property  Trustee  or  all  or  substantially all of its property if a successor
Property  Trustee  has  not  been  appointed within a period of 90 days thereof.

          "Exchange  Act"  shall  mean  the  Securities Exchange Act of 1934, as
amended,  and  any  successor  statute  thereto,  as  amended from time to time.

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

          "Global  Capital  Securities  Certificate"  means a Capital Securities
Certificate or Restricted Securities Certificate, as the case may be, evidencing
ownership  of  Capital Securities, the ownership and transfers of which shall be
made  through  book  entries  by  a Clearing Agency as described in Section 5.4.


                                        6
<PAGE>
          "Global  Capital Security" means those Capital Securities evidenced by
the  Global  Capital  Securities  Certificate.

          "Guarantee"  means  the  Guarantee Agreement executed and delivered by
the  Depositor  and  the Guarantee Trustee, contemporaneously with the execution
and  delivery  of  this  Trust  Agreement, for the benefit of the Holders of the
Capital  Securities,  as  amended  from  time  to  time.

          "Guarantee  Trustee"  means  Wilmington  Trust  Company, solely in its
capacity  as the trustee that holds the Guarantee for the benefit of the Holders
and  not  in  its  individual  capacity,  or  its  successor in interest in such
capacity,  or  any  successor  trustee  appointed  as  herein  provided.

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

          "Indemnified  Person"  has  the  meaning  provided  in  Section  8.6.

          "Indenture"  means  the  Junior  Subordinated Indenture, dated of even
date  herewith,  between  the Depositor and the Indenture Trustee (as amended or
supplemented  from  time  to  time)  relating  to  the  issuance  of  the Junior
Subordinated  Debentures.

          "Indenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation  and  any  successor.

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

          "Investment Company Event" means the receipt by the Issuer Trust of an
Opinion  of  Counsel experienced in such matters to the effect that, as a result
of  the  occurrence  of  a  change  in  law  or  regulation  or a written change
(including any announced prospective change) in interpretation or application of
law  or  regulation  by  any  legislative  body,  court,  governmental agency or
regulatory  authority,  there is more than an insubstantial risk that the Issuer
Trust  is  or  will be considered an "investment company" that is required to be
registered  under the Investment Company Act, which change or prospective change
becomes effective or would become effective, as the case may be, on or after the
date  of  the  issuance  of  the  Capital  Securities.

          "Issuer  Trust"  means PEBK Capital Trust I, a Delaware business trust
created  under  the  Delaware  Business  Trust  Act.

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


                                        7
<PAGE>
          "Junior  Subordinated  Debentures" means the Depositor's Floating Rate
Junior  Subordinated  Deferrable  Interest  Debentures,  due  December 31, 2031,
issued  pursuant  to  the  Indenture.

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

          "Like  Amount"  means  (a)  with  respect  to  a  redemption  of Trust
Securities,  Trust  Securities having a Liquidation Amount equal to that portion
of  the  principal  amount  of  Junior  Subordinated  Debentures  to  be
contemporaneously  redeemed  in  accordance with the Indenture, allocated to the
Common Securities and to the Capital Securities pro rata based upon the relative
Liquidation  Amounts  of  such classes and (b) with respect to a distribution of
Junior Subordinated Debentures to Holders of Trust Securities in connection with
a dissolution or liquidation of the Issuer Trust, Junior Subordinated Debentures
having  a  principal  amount  equal  to  the  Liquidation  Amount  of  the Trust
Securities  of  the  Holder  to  whom  such  Junior  Subordinated Debentures are
distributed.

          "Liquidation Amount" means the stated amount of $50,000.00 per Capital
Security  and  $1,000.00  per  Common  Security.

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

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

          "Majority  in  Liquidation  Amount  of  the  Capital  Securities"  or
"Majority  in  Liquidation  Amount  of  the  Common Securities" means, except as
provided by the Trust Indenture Act, Capital Securities or Common Securities, as
the  case may be, representing more than 50% of the aggregate Liquidation Amount
of all then Outstanding Capital Securities or Common Securities, as the case may
be.

          "Officers'  Certificate" means a certificate signed by the Chairman of
the  Board, Vice Chairman of the Board, Chief Executive Officer, President or an
Executive  Vice President, a Senior Vice President or Vice President, and by the
Treasurer,  an  Assistant Treasurer, the Secretary or an Assistant Secretary, of
the  Depositor,  and  delivered  to  the  party  provided herein.  Any Officers'
Certificate  delivered  with  respect to compliance with a condition or covenant
provided  for  in  this  Trust  Agreement  shall  include:

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

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


                                        8
<PAGE>
          (3)     a  statement  that  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

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

          "Opinion  of  Counsel"  means a written opinion of counsel, who may be
counsel  for  or an employee of the Depositor or any Affiliate of the Depositor.

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

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

          (1)     Trust  Securities theretofore canceled by the Property Trustee
or  delivered  to  the  Property  Trustee  for  cancellation;

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

          (3)     Trust  Securities that have been paid or for which other Trust
Securities  which  have  been  executed and delivered in exchange therefor or in
lieu  thereof  pursuant to Sections 5.4, 5.5 and 5.6; provided, however, that in
determining  whether  the  Holders  of  the  requisite Liquidation Amount of the
Outstanding  Capital  Securities  have given any request, demand, authorization,
direction,  notice, consent or waiver hereunder, Capital Securities owned by the
Depositor,  any  Issuer  Trustee,  any  Administrator  or  any  Affiliate of the
Depositor,  shall  be  disregarded and deemed not to be Outstanding, except that
(a)  in  determining  whether  any  Issuer Trustee or any Administrator shall be
protected  in  relying  upon any such request, demand, authorization, direction,
notice,  consent  or waiver, only Capital Securities that such Issuer Trustee or
such  Administrator,  as  the  case  may  be,  knows  to be so owned shall be so
disregarded  and  (b)  the foregoing shall not apply at any time when all of the
Outstanding  Capital  Securities  are owned by the Depositor, one or more of the
Issuer  Trustees,  one  or more of the Administrators and/or any such Affiliate.
Capital  Securities  so  owned  which  have  been  pledged  in good faith may be
regarded  as  Outstanding  if the pledgee establishes to the satisfaction of the
Administrators  the  pledgee's  right  so  to  act  with respect to such Capital
Securities  and  that  the  pledgee is not the Depositor or any Affiliate of the
Depositor.

          "Owner"  means  each  Person  who  is  the  beneficial owner of Global
Capital  Securities  as reflected in the records of the Clearing Agency or, if a
Clearing  Agency  Participant is not the Owner, then as reflected in the records
of  a  Person  maintaining  an  account  with  such Clearing Agency (directly or
indirectly),  in  accordance  with  the  rules  of  such  Clearing  Agency.


                                        9
<PAGE>
          "Paying  Agent"  means  any  paying agent or co-paying agent appointed
pursuant  to  Section  5.10  and  shall  initially  be  the  Property  Trustee.

          "Payment  Account"  means  a segregated non-interest-bearing corporate
trust  account  maintained with the Property Trustee in its trust department for
the  benefit  of  the Holders in which all amounts paid in respect of the Junior
Subordinated  Debentures  will  be  held  and  from  which the Property Trustee,
through  the Paying Agent, shall make payments to the Holders in accordance with
Sections  4.1,  4.2  and  9.4.

          "Person"  means a legal person, including any individual, corporation,
estate,  partnership,  joint venture, association, joint stock company, company,
limited  liability  company, trust, unincorporated organization or government or
any  agency  or  political  subdivision thereof, or any other entity of whatever
nature.

          "Placement  Agent"  means  The  Bankers  Bank,  a  Georgia  banking
corporation.

          "Placement  Agreement"  means  the Placement Agent Agreement among the
Depositor,  the  Issuer  Trust  and  the  Placement  Agent.

          "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 Issuer Trust and not in its individual capacity, or its
successor  in  interest  in  such  capacity,  or  any successor property trustee
appointed  as  herein  provided.

          "Purchase  Agreement"  means,  collectively,  all  purchase agreements
executed  by  or  on  behalf of the Depositor, the Issuer Trust, and the Owners.

          "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  Junior  Subordinated  Debentures  shall be a Redemption Date for a Like
Amount  of Trust Securities, including but not limited to any date of redemption
pursuant  to  the  occurrence  of  any  Special  Event.

          "Redemption  Price"  means  a  price  equal to the Liquidation Amount,
together  with  accumulated  Distributions to, but excluding, the date fixed for
redemption.

          "Relevant  Trustee"  has  the  meaning  specified  in  Section  8.10.

          "Responsible  Officer"  when used with respect to the Property Trustee
means any officer assigned to the Corporate Trust Office, including any managing
director,  vice  president,  principal,  assistant  vice  president,  assistant
treasurer,  assistant  secretary  or  any  other officer of the Property Trustee
customarily  performing functions similar to those performed by any of the above
designated  officers  and having direct responsibility for the administration of
the  Indenture, and also, with respect to a particular matter, any other officer
to  whom  such  matter  is  referred  because of such officer's knowledge of and
familiarity  with  the  particular  subject.


                                       10
<PAGE>
          "Restricted  Capital  Securities"  means  all  Capital  Securities,
including  those  represented  by  a  Capital  Securities  Certificate  which is
required  pursuant  to  Section  5.5(c)  to bear a Restricted Capital Securities
Legend.  Such  term  includes  the  Global  Capital  Securities  Certificate.

          "Restricted Capital Securities Legend" means a legend substantially in
the  form of the legend required in the form of a Capital Securities Certificate
set  forth  in  Exhibit  D  to  be  placed  upon  a Restricted Capital Security.
                ----------

          "Restricted  Securities Certificate" means a certificate substantially
in  the  form  set  forth  in  Exhibit  B.
                               ----------

          "Securities Act" means the Securities Act of 1933, as amended, and any
successor  statute  thereto,  in  each  case  as  amended  from  time  to  time.

          "Senior  Indebtedness"  has  the  meaning  specified in the Indenture.

          "Securities  Register"  and "Securities Registrar" have the respective
meanings  specified  in  Section  5.5.

          "Special  Event"  means  any  Tax  Event,  Capital  Treatment Event or
Investment  Company  Event.

          "Successor  Capital  Securities Certificate" of any particular Capital
Securities  Certificate means every Capital Securities Certificate issued after,
and  evidencing  all  or a portion of the same beneficial interest in the Issuer
Trust as that evidenced by, such particular Capital Securities Certificate; and,
for the purposes of this definition, any Capital Securities Certificate executed
and  delivered  under  Section  5.6  in  exchange for or in lieu of a mutilated,
destroyed,  lost  or  stolen  Capital  Securities Certificate shall be deemed to
evidence  the  same  beneficial  interest  in the Issuer Trust as the mutilated,
destroyed,  lost  or  stolen  Capital  Securities  Certificate.

          "Successor  Capital  Securities"  has the meaning specified in Section
9.5.

          "Tax  Event"  means  the  receipt by the Issuer Trust of an Opinion of
Counsel  experienced  in  such  matters  to  the effect that, as a result of any
amendment  to,  or  change  (including any announced prospective change) in, the
laws  (or  any  regulations  thereunder)  of  the United States or any political
subdivision  or  taxing  authority  thereof  or  therein,  or as a result of any
official  or  administrative  pronouncement  or  action  or  judicial  decision
interpreting  or applying such laws or regulations, which amendment or change is
effective  or  which  pronouncement, action or decision is announced on or after
the  date  of issuance of the Capital Securities (including, without limitation,
any  of the foregoing arising with respect to, or resulting from, any proceeding
or  other  action  commencing  on  or  before  such date), there is more than an
insubstantial  risk  that  (i) the Issuer Trust is, or will be within 90 days of
the delivery of such Opinion of Counsel, subject to United States federal income
tax  with  respect  to  income  received  or  accrued on the Junior Subordinated
Debentures,  (ii)  interest  payable by the Depositor on the Junior Subordinated


                                       11
<PAGE>
Debentures  is not, or within 90 days of the delivery of such Opinion of Counsel
will not be, deductible by the Depositor, in whole or in part, for United States
federal  income tax purposes, or (iii) the Issuer Trust is, or will be within 90
days  of  the  delivery  of  such  Opinion of Counsel, subject to more than a de
minimis  amount  of  other  taxes,  duties  or  other  governmental  charges.

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

          "Trust  Indenture  Act"  means  the Trust Indenture Act of 1939 or any
successor  statute,  in  each  case  as  amended  from  time  to  time.

          "Trust Property" means (a) the Junior Subordinated Debentures, (b) any
cash  on  deposit  in,  or  owing  to, the Payment Account, (c) all proceeds and
rights in respect of the foregoing and (d) 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  Securities Certificate" means any one of the Common Securities
Certificates  or  the  Capital  Securities  Certificates.

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


                                   ARTICLE II

                        CONTINUATION OF THE ISSUER TRUST

SECTION  2.1.  NAME.

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

          SECTION  2.2.  OFFICE  OF  THE  DELAWARE  TRUSTEE;  PRINCIPAL PLACE OF
BUSINESS.

          The  address  of  the  Delaware  Trustee  in  the State of Delaware is
Wilmington  Trust  Company,  1100  North  Market  Street,  Wilmington,  Delaware
19890-0001,  Wilmington,  Delaware  19805-1266,  Attention:  Corporate  Trust
Administration,  or  such other address in the State of Delaware as the Delaware
Trustee  may  designate by written notice to the Holders and the Depositor.  The
principal  executive office of the Issuer Trust is in care of Peoples Bancorp of


                                       12
<PAGE>
North  Carolina,  Inc.,  518  West  C  Street,  Newton,  North  Carolina  28658,
Attention:  Tony  W.  Wolfe.

          SECTION  2.3.  INITIAL  CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES.

          The  Property Trustee acknowledges receipt in trust from the Depositor
in  connection  with  the  Original  Trust Agreement of the sum of $10.00, which
constitutes  the  initial  Trust  Property.  The  Depositor  shall  pay  all
organizational expenses of the Issuer Trust as they arise or shall, upon request
of  any  Issuer  Trustee,  promptly  reimburse  such Issuer Trustee for any such
expenses  paid  by  such Issuer Trustee.  The Depositor shall make no claim upon
the  Trust  Property  for  the  payment  of  such  expenses.

          SECTION  2.4.  ISSUANCE  OF  THE  RESTRICTED  CAPITAL  SECURITIES.

          The  Depositor, the Issuer Trust, and the Placement Agent executed and
delivered  the  Placement  Agreement  pursuant  to the Original Trust Agreement.
Contemporaneously  with  the  execution and delivery of this Trust Agreement, an
Administrator,  on  behalf  of  the  Issuer  Trust,  shall  manually  execute in
accordance  with  Section  5.3  and  the  Property Trustee shall authenticate in
accordance with Section 5.3 and deliver to the Clearing Agency or its custodian,
a  Global  Capital Securities Certificate, registered in the name of Cede & Co.,
in an aggregate amount of 280 Capital Securities having an aggregate Liquidation
Amount  of  $14,000,000.00,  against  receipt of the aggregate purchase price of
such  Capital  Securities  of  $14,000,000.00,  by  the  Property  Trustee.

          SECTION  2.5.  ISSUANCE  OF  THE  COMMON  SECURITIES; SUBSCRIPTION AND
PURCHASE  OF  JUNIOR  SUBORDINATED  DEBENTURES.

          Contemporaneously  with  the  execution  and  delivery  of  this Trust
Agreement,  an  Administrator,  on  behalf of the Issuer Trust, shall execute in
accordance  with  Section  5.3  and  the Property Trustee shall authenticate and
shall  deliver  to  the Depositor, Common Securities Certificates, registered in
the name of the Depositor, having an aggregate Liquidation Amount of $433,000.00
against  receipt  of  the  aggregate purchase price of such Common Securities of
$433,000.00  by  the  Property  Trustee.  Contemporaneously  therewith,  an
Administrator,  on  behalf of the Issuer Trust, shall subscribe for and purchase
from the Depositor the Junior Subordinated Debentures, registered in the name of
the  Issuer  Trust  and  having  an  aggregate  principal  amount  equal  to
$14,433,000.00,  and,  in  satisfaction  of  the  purchase price for such Junior
Subordinated  Debentures,  the  Property Trustee, on behalf of the Issuer Trust,
shall  deliver  to the Depositor the sum of $14,433,000.00 (being the sum of the
amounts delivered to the Property Trustee pursuant to (i) the second sentence of
Section  2.4,  and  (ii)  the first sentence of this Section 2.5) and receive on
behalf  of  the  Issuer  Trust  the  Junior  Subordinated  Debentures.

          SECTION  2.6.  DECLARATION  OF  TRUST.

          The  exclusive  purposes  and functions of the Issuer Trust are to (a)
issue  and  sell Trust Securities and use the proceeds from such sale to acquire
the  Junior  Subordinated  Debentures,  and  (b)  engage  in  only  those  other


                                       13
<PAGE>
activities  necessary,  convenient  or incidental thereto.  The Depositor hereby
appoints  the  Issuer  Trustees as trustees of the Issuer Trust, to have all the
rights,  powers  and  duties  to  the  extent  set  forth herein, and the Issuer
Trustees  hereby  accept such appointment.  The Property Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set  forth  herein  for  the  benefit  of the Issuer Trust and the Holders.  The
Depositor  hereby  appoints  the Administrators, with such Administrators having
all rights, powers and duties set forth herein with respect to accomplishing the
purposes  of  the  Issuer  Trust,  and  the  Administrators  hereby  accept such
appointment; provided, however, that it is the intent of the parties hereto that
such Administrators shall not be trustees or, to the fullest extent permitted by
law, fiduciaries with respect to the Issuer Trust and this Trust Agreement shall
be  construed  in  a  manner  consistent with such intent.  The Property Trustee
shall  have  the  right  and power (but shall not be obligated) to perform those
duties  assigned to the Administrators.  The Delaware Trustee, in such capacity,
shall not be entitled to exercise any powers, nor shall the Delaware Trustee, in
such  capacity,  have  any  of  the duties and responsibilities, of the Property
Trustee  or  the Administrators set forth herein.  The Delaware Trustee, in such
capacity,  shall  be  one  of  the trustees of the Issuer Trust for the sole and
limited  purpose  of fulfilling the requirements of Section 3807 of the Delaware
Business  Trust Act and for taking such actions as are required to be taken by a
Delaware  trustee  under  the  Delaware  Business  Trust  Act.

          SECTION  2.7.  AUTHORIZATION  TO  ENTER  INTO  CERTAIN  TRANSACTIONS.

          (a)     The  Issuer  Trustees and the Administrators shall conduct the
affairs  of  the  Issuer  Trust  in  accordance  with  the  terms  of this Trust
Agreement.  Subject  to  the  limitations  set  forth  in  paragraph (b) of this
Section and in accordance with the following provisions (i), (ii) and (iii), the
Issuer  Trustees  and  the  Administrators  shall  act  as  follows:

               (i)   each  Administrator,  acting  jointly  or  singly, shall:

                    (A)     comply  with  the  Placement Agreement regarding the
          issuance  and  sale  of  the  Trust  Securities;

                    (B)     assist  in  compliance  with  the  Securities  Act,
          applicable  state securities or blue sky laws, and the Trust Indenture
          Act;

                    (C)     assist in the listing of the Capital Securities upon
          such  securities exchange or exchanges, if any, as shall be determined
          by  the  Depositor,  with  the  registration of the Capital Securities
          under  the Exchange Act, if required or if requested by the Depositor,
          and  the  preparation and filing of all periodic and other reports and
          other  documents  pursuant  to  the  foregoing;

                    (D)     execute the Trust Securities on behalf of the Issuer
          Trust  in  accordance  with  this  Trust  Agreement;

                    (E)     execute  and  deliver  an application for a taxpayer
          identification  number  for  the  Issuer  Trust;


                                       14
<PAGE>
                    (F)     assist  in  the  filing with the Commission, at such
          time  as  determined  by the Depositor, any registration statement, if
          any,  under  the  Securities  Act  relating  to  the Trust Securities,
          including  any  amendments  thereto;

                    (G)     unless  otherwise  required  by  the Trust Indenture
          Act,  execute  on  behalf  of  the Issuer Trust any documents that the
          Administrators  have  the  power  to  execute  pursuant  to this Trust
          Agreement,  including  without  limitation,  the  Debenture  Purchase
          Agreement  and  the  Common  Securities  Purchase  Agreement;  and

                    (H)     take  any  action  incidental  to  the  foregoing as
          necessary  or  advisable  to  give  effect  to the terms of this Trust
          Agreement.

               (ii)     The  Property Trustee shall have the power and authority
     to act on behalf of the Issuer Trust with respect to the following matters:

                    (A)     the  establishment  of  the  Payment  Account;

                    (B)     the  receipt  of the Junior Subordinated Debentures;

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

                    (D)     the  distribution  of amounts owed to the Holders in
          respect  of  the  Trust  Securities;

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

                    (F)     the  sending  of  notices  of  default  and  other
          information regarding the Trust Securities and the Junior Subordinated
          Debentures  to  the  Holders  thereof  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 Issuer Trust and
          the  preparation,  execution  and  filing  of  the  certificate  of
          cancellation with the Secretary of State of the State of Delaware; and

                    (I)     after  an  Event  of  Default  (other  than  under
          paragraph (2), (3), (4), or (5) of the definition of such term if such
          Event  of  Default  is  by  or  with respect to the Property Trustee),
          comply with the provisions of this Trust Agreement and take any action


                                       15
<PAGE>
          to  give  effect  to the terms of this Trust Agreement and protect and
          conserve  the  Trust  Property for the benefit of the Holders (without
          consideration  of  the  effect  of  any  such action on any particular
          Holder);

     provided,  however,  that  nothing in this Section 2.7(a)(ii) shall require
     the  Property  Trustee to take any action that is not otherwise required in
     this  Trust  Agreement.

               (iii)     The  Administrators  shall  comply  with  the  listing
     requirements  of  the  Capital  Securities upon such securities exchange or
     exchanges,  if  any,  as  shall  be  determined  by  the  Depositor,  the
     registration  of the Capital Securities under the Exchange Act, if required
     or  if  requested  by  the Depositor, and the preparation and filing of all
     periodic  and  other reports and other documents pursuant to the foregoing.

          (b)     So  long as this Trust Agreement remains in effect, the Issuer
Trust  (or  the Issuer Trustees or Administrators acting on behalf of the Issuer
Trust)  shall  not  undertake  any  business,  activity or transaction except as
expressly  provided  herein  or contemplated hereby.  In particular, neither the
Issuer  Trustees  nor  the  Administrators  shall (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 Holders, except as
expressly  provided  herein,  (iii)  take any action that would cause the Issuer
Trust  to become taxable other than 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, except as expressly provided
herein.  The Property Trustee 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  Issuer  Trust  or  the  Holders in their capacity as Holders.

          (c)     In  connection  with  the  issue  and  sale  of  the  Capital
Securities,  the Depositor shall have the right and responsibility to assist the
Issuer  Trust  with  respect  to,  or  effect on behalf of the Issuer 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,  execution  and  filing  with  the
     Commission  of  a  registration statement on the appropriate form under the
     Securities  Act or the preparation of offering documents in reliance on one
     or  more exemptions from registration under the Securities Act with respect
     to  the  Capital  Securities;

                    (ii)     the  determination  of  the states in which to take
     appropriate  action  to qualify or register for sale or necessary to obtain
     any exemption from such qualification or registration of all or part of the
     Capital  Securities  and  the determination of any and all such acts, other
     than  actions  that  must be taken by or on behalf of the Issuer Trust, and
     the  advice  to  the Issuer Trustees of actions they must take on behalf of
     the  Issuer  Trust,  and  the  preparation  for execution and filing of any
     documents  to be executed and filed by the Issuer Trust or on behalf of the


                                       16
<PAGE>
     Issuer  Trust,  as  the  Depositor deems necessary or advisable in order to
     comply  with  the applicable laws of any such States in connection with the
     offer  and  sale  of  the  Capital  Securities;

                    (iii)     the negotiation of the terms of, and the execution
     and  delivery  of,  the  Placement  Agreement  and  the  Purchase Agreement
     providing  for  the  sale  of  the  Capital  Securities;  and

                    (iv)     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
Administrators  and  the Property Trustee are authorized and directed to conduct
the  affairs  of  the  Issuer  Trust and to operate the Issuer Trust so that the
Issuer  Trust  will  not  be deemed to be an "investment company" required to be
registered  under the Investment Company Act, and will not be taxable other than
as a grantor trust for United States Federal income tax purposes and so that the
Junior  Subordinated Debentures will be treated as indebtedness of the Depositor
for United States Federal income tax purposes.  In this connection, the Property
Trustee  and the Holders of Common Securities are authorized to take any action,
not  inconsistent  with  applicable  law, the Certificate of Trust or this Trust
Agreement,  that the Property Trustee and Holders of Common Securities determine
in  their  discretion to be necessary or desirable for such purposes, as long as
such  action  does not adversely affect in any material respect the interests of
the  Holders  of  the  Outstanding  Capital  Securities.  In  no event shall the
Administrators  or  the  Issuer  Trustees  be  liable to the Issuer Trust or the
Holders  for  any failure to comply with this Section that results from a change
in  law  or  regulations  or  in  the  interpretation  thereof.

          SECTION  2.8.  ASSETS  OF  TRUST.

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

          SECTION  2.9.  TITLE  TO  TRUST  PROPERTY.

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

                                   ARTICLE III

                                 PAYMENT ACCOUNT

          SECTION  3.1.  PAYMENT  ACCOUNT.

          (a)     At  or  prior  to the Closing Date, the Property Trustee shall
establish  the  Payment Account.  The Property Trustee and its agents shall have
exclusive  control  and  sole  right  of  withdrawal with respect to the Payment
Account  for  the purpose of making deposits in and withdrawals from the Payment
Account  in accordance with this Trust Agreement.  All monies and other property
deposited  or held from time to time in the Payment Account shall be held by the


                                       17
<PAGE>
Property Trustee in the Payment Account for the exclusive benefit of the Holders
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 Junior Subordinated Debentures.
Amounts  held  in  the  Payment  Account  shall  not be invested by the Property
Trustee  pending  distribution  thereof.

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

     SECTION  4.1.  DISTRIBUTIONS.

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

               (i)     Distributions on the Trust Securities shall be cumulative
     and  will  accumulate  whether  or  not there are funds of the Issuer Trust
     available  for the payment of Distributions. Distributions shall accumulate
     from  the  date  of issue of the Trust Securities, and, except in the event
     (and  to  the  extent)  that the Depositor exercises its right to defer the
     payment  of  interest on the Junior Subordinated Debentures pursuant to the
     Indenture,  shall  be  payable  quarterly  in arrears on March 31, June 30,
     September 30 and December 31 of each year, commencing on December 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 (without
     any  additional  Distributions  or  other  payment  in  respect of any such
     delay),  except  that,  if  such  Business  Day  is  in the next succeeding
     calendar  year,  such  payment  shall  be made on the immediately preceding
     Business Day, in each case with the same force and effect as if made on the
     date  on  which  such  payment  was  originally payable (each date on which
     distributions  are  payable  in  accordance  with  this  Section  4.1(a), a
     "Distribution  Date").
      ------------------

               (ii)     The  Trust Securities shall be entitled to Distributions
     payable  at  a floating rate, reset quarterly on each Distribution Date for
     the  next  succeeding  quarter,  equal  to  the  prime  rate of interest so
     published  in  the  "Money  Rates" table in the Eastern Edition of The Wall
     Street  Journal for the last Business Day of each of March, June, September
     and December, as applicable, plus 50 basis points on the liquidation amount
     of  each  Trust  Security  ("Floating  Rate").  If more than one rate is so
                                  --------------
     indicated  in  The  Wall  Street  Journal,  the  prime rate shall equal the
     highest  rate provided therein. The amount of Distributions payable for any
     full  quarterly  period shall be computed on the basis of a 360-day year of
     twelve  30-day months. The amount of Distributions for any period less than
     a  full  quarter  shall  be computed on the basis of a 360-day year and the


                                       18
<PAGE>
     actual  number  of  days  elapsed  during  that  period.  The  amount  of
     Distributions  payable  for any period shall include any Additional Amounts
     in  respect  of  such  period.

               (iii)     So  long  as no Debenture Event of Default has occurred
     and is continuing, the Depositor has the right under the Indenture to defer
     the  payment  of interest on the Junior Subordinated Debentures at any time
     and  from  time to time for a period not exceeding 20 consecutive quarterly
     periods  (an  "Extension  Period"),  provided  that no Extension Period may
                    -----------------
     extend  beyond  December  31, 2031 or end on a date that is not a scheduled
     interest  payment  date.  As  a consequence of any such deferral, quarterly
     Distributions  on  the  Trust  Securities  by the Issuer Trust will also be
     deferred  and  the  amount  of  Distributions to which Holders of the Trust
     Securities are entitled will accumulate additional Distributions thereon at
     the  Floating  Rate,  compounded  quarterly,  to  the  extent  permitted by
     applicable  law,  from  the  relevant  payment date for such Distributions,
     computed  in  the  same manner as set forth for Distributions in subsection
     4.1(a)(ii)  immediately  above. The term "Distributions" as used in Section
     4.1  shall  include  any such additional Distributions provided pursuant to
     this  Section  4.1(a)(iii).

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

          (b)     Distributions  on  the  Trust  Securities  with  respect  to a
Distribution  Date shall be payable to the Holders thereof as they appear on the
Securities  Register  for  the  Trust Securities at the close of business on the
relevant  record  date, which shall be at the close of business on the fifteenth
day of the month in which the relevant Distribution Date occurs (or if such date
is  not  a  Business  Day,  the  immediately  preceding  Business  Day).

          SECTION  4.2.  REDEMPTION.

          (a)     On  each  Debenture Redemption Date and on the stated maturity
of  the  Junior  Subordinated  Debentures,  the Issuer Trust will 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 Security Register.  All notices of
redemption  shall  state:

               (i)     the  Redemption  Date;

               (ii)     the  Redemption Price, or if the Redemption Price cannot
     be  calculated  prior  to  the  time the notice is required to be sent, the
     estimate  of  the  Redemption  Price  provided  pursuant  to  the Indenture
     together  with  a  statement  that  it  is  an estimate and that the actual
     Redemption  Price will be calculated on the third Business Day prior to the
     Redemption  Date (and if an estimate is provided, a further notice shall be


                                       19
<PAGE>
     sent  of the actual Redemption Price on the date, or as soon as practicable
     thereafter,  that  notice  of  such  actual  Redemption  Price  is received
     pursuant  to  the  Indenture);

               (iii)     the  CUSIP  number  or  CUSIP  numbers  of  the Capital
     Securities  affected;

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

               (v)     that  on  the  Redemption  Date the Redemption Price will
     become  due  and  payable  upon each such Trust Security to be redeemed and
     that Distributions thereon will cease to accumulate on and after said date,
     except  as  provided  in  Section  4.2(d)  below;  and

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

          The  Issuer  Trust  in issuing the Trust Securities may use "CUSIP" or
"private placement" numbers (if then generally in use), and, if so, the Property
Trustee  shall  indicate the "CUSIP" or "private placement" numbers of the Trust
Securities  in  notices  of redemption and related materials as a convenience to
Holders; provided, that any such notice may state that no representation is made
as  to the correctness of such numbers either as printed on the Trust Securities
or  as  contained  in  any  notice  of  redemption  and  related  material.

          (c)     The Trust Securities redeemed on each Redemption Date shall be
redeemed  at  the  Redemption  Price  with  the  applicable  proceeds  from  the
contemporaneous  redemption  of  Junior Subordinated 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 Issuer Trust has funds then on
hand  and  available  in  the Payment Account for the payment of such Redemption
Price.

          (d)     If the Issuer Trust gives a notice of redemption in respect of
any  Capital  Securities,  then,  by 12:00 noon, Eastern Time, on the Redemption
Date,  subject  to  Section  4.2(c),  the Property Trustee will, with respect to
Capital  Securities  held  in global form, irrevocably deposit with the Clearing
Agency  for  such  Capital  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 Capital Securities.  With respect to Capital Securities that are
not  held  in  global  form,  if  any,  the Property Trustee, subject to Section
4.2(c),  will irrevocably deposit with the Paying Agent, to the extent available
therefor,  funds sufficient to pay the applicable Redemption Price and will give
the  Paying  Agent  irrevocable instructions and authority to pay the Redemption
Price  to  the Holders of the Capital Securities upon surrender of their Capital
Securities  Certificates  or  Restricted Securities Certificates, as applicable.
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


                                       20
<PAGE>
Register  for  the Trust Securities on the relevant record dates for the related
Distribution  Dates.  If  notice  of  redemption shall have been given and funds
deposited  as  required,  then,  upon  the  date  of such deposit, all rights of
Holders holding Trust Securities so called for redemption will cease, except the
right  of  such  Holders  to  receive  the Redemption Price and any Distribution
payable  in  respect of the Trust Securities on or prior to the Redemption Date,
but  without  interest,  and such Trust Securities will cease to be Outstanding.
In  the  event that any date on which any applicable Redemption Price is payable
is  not  a Business Day, then payment of the applicable Redemption Price payable
on such date will be made on the next succeeding day that is a Business Day (and
without  any  interest  or  other  payment in respect of any such delay), except
that, if such Business Day falls in the next calendar year, such payment will be
made  on  the  immediately  preceding  Business Day, in each case, with the same
force  and  effect  as  if  made on such date.  In the event that payment of the
Redemption  Price  in  respect  of any Trust Securities called for redemption is
improperly withheld or refused and not paid either by the Issuer Trust or by the
Depositor pursuant to the Guarantee, Distributions on such Trust Securities will
continue  to  accumulate, as set forth in Section 4.1 and in accordance with the
continued  accrual  of  interest on the Junior Subordinated Debentures, from the
Redemption  Date  originally  established  by  the  Issuer  Trust for such Trust
Securities  to  the  date  such applicable Redemption Price is actually paid, in
which  case  the  actual  payment date will be the date fixed for redemption for
purposes  of  calculating  the  applicable  Redemption  Price.

          (e)     Subject  to  Section  4.3(a), if less than all the Outstanding
Trust  Securities  are  to  be redeemed on a Redemption Date, then the aggregate
Liquidation  Amount  of  such Trust Securities to be redeemed shall be allocated
pro  rata  to  the  Common  Securities  and  the Capital Securities based on the
relative  aggregate Liquidation Amounts of such classes.  The particular Capital
Securities  to  be redeemed shall be selected on a pro rata basis based on their
respective  Liquidation  Amounts  not  more than 60 days prior to the Redemption
Date  by  the  Property  Trustee  from  the  Outstanding  Capital Securities not
previously  called for redemption, or if the Capital Securities are then held in
the  form  of  a  Global  Preferred  Security  in  accordance with the customary
procedures  for the Clearing Agency.  The Property Trustee shall promptly notify
the  Securities  Registrar  in  writing  of  the aggregate Liquidation Amount of
Capital Securities to be redeemed and the particular Capital Securities selected
for  redemption.  For  all  purposes of this Trust Agreement, unless the context
otherwise  requires,  all  provisions  relating  to  the  redemption  of Capital
Securities  shall relate, in the case of any Capital Securities redeemed, to the
portion  of the aggregate Liquidation Amount of Capital Securities that has been
or  is  to  be  redeemed.




          SECTION  4.3.  SUBORDINATION  OF  COMMON  SECURITIES.

          (a)     Payment  of  Distributions  (including  Additional Amounts, if
applicable)  on,  the  Redemption  Price of, and the Liquidation Distribution in
respect  of, the Trust Securities, as applicable, shall be made, as set forth in
Section  4.2(e), pro rata among the Common Securities and the Capital Securities
based  on  the  Liquidation  Amount of such Trust Securities; provided, however,
that  if  on  any  Distribution  Date  or  Redemption  Date any Event of Default
resulting  from a Debenture Event of Default in Sections 5.1(1) or 5.1(2) of the


                                       21
<PAGE>
Indenture  shall have occurred and be continuing, no payment of any Distribution
(including  any  Additional  Amounts)  on,  Redemption  Price of, or Liquidation
Distribution in respect 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  any  Additional  Amounts)  on all Outstanding Capital
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 Capital Securities then called for redemption, or in
the  case  of  payment  of the Liquidation Distribution, the full amount of such
Liquidation  Distribution on all Outstanding Capital Securities, 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 any Additional Amounts) on, or the Redemption Price of,
or  Liquidation  Distribution  in  respect  of,  Capital Securities then due and
payable.  The  existence  of an Event of Default does not entitle the Holders of
Capital  Securities  to  accelerate  the  maturity  thereof.

          (b)     In  the  case  of  the  occurrence  of  any  Event  of Default
resulting  from  any  Debenture  Event  of  Default,  the  Holder  of the 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 effects of all such
Events of Default with respect to the Capital Securities have been cured, waived
or  otherwise  eliminated.  Until  all  such  Events of Default under this Trust
Agreement  with  respect to the Capital Securities have been so cured, waived or
otherwise  eliminated,  to  the  fullest extent permitted by applicable law, the
Property  Trustee  shall  act  solely  on  behalf  of the Holders of the Capital
Securities  and  not  on behalf of the Holder of the Common Securities, and only
the Holders of the Capital Securities will have the right to direct the Property
Trustee  to  act  on  their  behalf.

          SECTION  4.4.  PAYMENT  PROCEDURES.

          Payments  of  Distributions  (including  any  Additional  Amounts)  in
respect  of  the Capital 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  Capital  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 Holder
of  the  Common  Securities.

          SECTION  4.5.  TAX  RETURNS  AND  REPORTS.

          The  Administrators  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
Issuer Trust.  In this regard, the Administrators shall (a) prepare and file (or
cause  to  be prepared and filed) all Internal Revenue Service forms required to
be filed in respect of the Issuer Trust in each taxable year of the Issuer Trust
and  (b)  prepare  and  furnish  (or cause to be prepared and furnished) to each
Holder  all Internal Revenue Service forms required to be provided by the Issuer
Trust.  The  Administrators shall provide the Depositor and the Property Trustee
with  a  copy  of  all  such  returns  and reports promptly after such filing or


                                       22
<PAGE>
furnishing.  The  Issuer  Trustees  shall  comply  with  United  States  Federal
withholding  and  backup  withholding  tax  laws  and  information  reporting
requirements with respect to any payments to Holders under the Trust Securities.

          On  or  before  December  15  of  each  year  during which any Capital
Securities are Outstanding, the Administrators shall furnish to the Paying Agent
such information as may be reasonably requested by the Property Trustee in order
that  the  Property  Trustee may prepare the information which it is required to
report for such year on Internal Revenue Service Forms 1096 and 1099 pursuant to
Section 6049 of the Code.  Such information shall include the amount of original
issue discount includable in income for each Outstanding Capital Security during
such  year,  if  any.

          SECTION  4.6.  PAYMENT  OF  TAXES,  DUTIES,  ETC. OF THE ISSUER TRUST.

          Upon  receipt  under  the Junior Subordinated Debentures of Additional
Sums,  the Property Trustee shall promptly pay any taxes, duties or governmental
charges  of  whatsoever  nature  (other  than  withholding taxes) imposed on the
Issuer  Trust  by  the  United  States  or any other taxing authority out of the
proceeds  of  the  Additional  Sums.

          SECTION  4.7.  PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS.

          Any amount payable hereunder to any Holder of Capital Securities shall
be reduced by the amount of any corresponding payment such Holder (or Owner) has
directly  received  pursuant  to Section 5.8 of the Indenture or Section 5.13 of
this  Trust  Agreement.

          SECTION  4.8.  LIABILITY  OF  THE  HOLDER  OF  COMMON  SECURITIES.

          The  Holder  of  Common  Securities  shall be liable for the debts and
obligations  of  the  Issuer  Trust as set forth in Section 6.7 of the Indenture
regarding  allocation  of  expenses.

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

          SECTION  5.1.  INITIAL  OWNERSHIP.

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

          SECTION  5.2.  THE  TRUST  SECURITIES  CERTIFICATES.

          (a)     The  Capital  Securities Certificates shall be issued in fully
registered  form.  The Trust Securities Certificates shall be executed on behalf
of  the  Issuer  Trust  by  manual  or  facsimile  signature  of  at  least  one
Administrator.  Trust  Securities  Certificates  bearing the manual or facsimile


                                       23
<PAGE>
signatures  of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Issuer 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 Holder, and shall be
entitled  to  the  rights  and subject to the obligations of a Holder hereunder,
upon  due registration of such Trust Securities Certificate in such transferee's
name  pursuant  to  Section  5.5.

          (b)     Upon  their original issuance, Capital Securities Certificates
shall  be  issued  in  the  form  of  one  or  more  Global  Capital  Securities
Certificates  which initially shall bear a Restricted Capital Securities Legend,
registered in the name of Cede as the Depositary's nominee and deposited with or
on  behalf  of Depositary for credit by Depositary to the respective accounts of
the  Owners  thereof (or such other accounts as they may direct).  Except as set
forth  herein,  record  ownership  of  the  Global  Capital  Securities  may  be
transferred,  in whole or in part, only to another nominee of Depositary or to a
successor  of  the  Depository  or  its  nominee.

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

          SECTION 5.3.  EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

          At  the  Closing,  an  Administrator  shall  execute, on behalf of the
Trust,  Trust  Securities  Certificates,  in  an aggregate Liquidation Amount as
provided in Sections 2.4 and 2.5, and deliver such Trust Securities Certificates
to  the  Property  Trustee for authentication.  Upon such delivery, the Property
Trustee  shall  authenticate such Trust Securities Certificates and deliver such
Trust  Securities  Certificates upon the written order of the Trust, executed by
an  Administrator thereof, without further corporate action by the Depositor, in
authorized  denominations.

          SECTION  5.4.  GLOBAL  CAPITAL  SECURITIES.

          (a)     The  Global Capital Security issued under this Trust Agreement
shall  be  registered  in the name of Cede & Co., as the nominee of the Clearing
Agency  and  delivered  to  such  custodian  therefor,  and  such Global Capital
Security  shall  constitute  a  single Capital Security for all purposes of this
Trust  Agreement,  and  it  shall initially bear a Restricted Capital Securities
Legend.

          (b)     Notwithstanding  any  other provision in this Trust Agreement,
the  Global  Capital  Security  may  not  be  exchanged  in whole or in part for
registered Capital Securities, and no transfer of the Global Capital Security in
whole  or  in  part  may be registered, in the name of any Person other than the
Clearing  Agency  for such Global Capital Security, Cede & Co., or other nominee
thereof unless:  (i) such Clearing Agency advises the Depositor and the Property
Trustee  in  writing  that  such Clearing Agency is no longer willing or able to
properly  discharge  its responsibilities as the Clearing Agency with respect to


                                       24
<PAGE>
such  Global Capital Security, and the Depositor is unable to locate a qualified
successor  within  90  days,  (ii)  at  any  time  the Depositary ceases to be a
Clearing  Agency  registered as such under the Exchange Act, or (iii) the Issuer
Trust  at  its  option  advises  the  Depositary  in  writing  that it elects to
terminate  the  book-entry  system  through  the  Clearing  Agency.

          (c)     If  the Global Capital Security is to be exchanged or canceled
in  whole, it shall be surrendered by or on behalf of the Clearing Agency or its
nominee  to the Securities Registrar for exchange or cancellation as provided in
this  Article  V.  If the Global Capital Security is to be exchanged or canceled
in  part,  or if another Capital Security is to be exchanged in whole or in part
for  a beneficial interest in the Global Capital Security, then either: (i) such
Global  Capital 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  canceled or equal to the Liquidation Amount of such other Capital
Security  to  be so exchanged for a beneficial interest therein, as the case may
be,  by  means  of an appropriate adjustment made on the records of the Security
Registrar,  whereupon  the  Property  Trustee, in accordance with the Applicable
Procedures,  shall instruct the Clearing Agency or its authorized representative
to  make  a corresponding adjustment to its records.  Upon any such surrender or
adjustment of the Global Capital Security by the Clearing Agency, accompanied by
registration instructions, the Property Trustee shall, subject to Section 5.4(b)
and  as  otherwise  provided  in  this  Article  V, authenticate and deliver any
Capital  Securities  or  Restricted  Capital  Securities,  as  applicable and as
instructed  by  the Administrators, issuable in exchange for such Global Capital
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  Capital  Security  or  Restricted  Capital  Securities
authenticated  and  delivered  upon registration of, transfer of, or in exchange
for  or  in lieu of, the Global Capital Security or any portion thereof, whether
pursuant  to  this  Article V or Article IV or otherwise, shall be authenticated
and  delivered  in  the form of, and shall be, a Global Capital Security, unless
such  Global  Capital  Security is registered in the name of a Person other than
the  Clearing  Agency  for  such  Global  Capital Security or a nominee thereof.

          (e)     The Clearing Agency or its nominee, as the registered owner of
the  Global  Capital  Security,  shall  be  considered the Holder of the Capital
Securities  or  the  Restricted  Capital  Securities  represented  by the Global
Capital  Security  for  all  purposes under this Trust Agreement and the Capital
Securities,  and  owners  of beneficial interests in the Global Capital Security
shall  hold  such interests pursuant to the Applicable Procedures and, except as
otherwise  provided  herein, shall not be entitled to have any of the individual
Capital  Securities  or  the  Restricted  Capital  Securities represented by the
Global  Capital  Security  registered  in  their names, shall not receive nor be
entitled  to  receive  physical  delivery  of any such Capital Securities or the
Restricted Capital Securities in definitive form and shall not be considered the
Holders  thereof  under  this  Trust  Agreement.  Accordingly,  any such owner's
beneficial  interest  in the Global Capital Security shall be shown only on, and
the transfer of such interest shall be effected only through, records maintained


                                       25
<PAGE>
by  the  Clearing  Agency  or its nominee.  Neither the Property Trustee nor the
Securities  Registrar  shall  have  any  liability  in  respect of any transfers
effected  by  the  Clearing  Agency.

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

          SECTION 5.5.  REGISTRATION OF TRANSFER AND EXCHANGE GENERALLY; CERTAIN
TRANSFERS  AND  EXCHANGES;  CAPITAL  SECURITIES  CERTIFICATES;  SECURITIES  ACT
LEGENDS.

          (a)     The  Property  Trustee  shall  keep or cause to be kept at its
Corporate  Trust  Office a register or registers (the "Securities Register") for
                                                       -------------------
the purpose of registering Capital Securities Certificates and Common Securities
Certificates  and transfers and exchanges of Capital Securities Certificates and
Common  Securities  Certificates  and acting as the registrar and transfer agent
with  respect  to the Capital Securities and Common Securities Certificates (the
"Securities  Registrar"),  subject  to  such  reasonable  regulations  as it may
 ---------------------
prescribe,  and  shall  provide  for  the  registration  of  Capital  Securities
Certificates  and Common Securities Certificates (subject to Section 5.11 in the
case  of  Common  Securities  Certificates)  in  the  Securities  Register.  The
Property  Trustee  is  hereby  appointed  Securities  Registrar.  The Securities
Registrar  shall  maintain stop transfer instructions in the Securities Register
and  as  it  otherwise  deems appropriate to restrict the transfer of Restricted
Capital  Securities  consistent  with  the  terms  of  this  Agreement.

          Upon  surrender for registration of transfer of any Capital Securities
Certificate  at  the  offices or agencies of the Property Trustee designated for
that  purpose,  the Administrators shall execute, and the Property Trustee shall
authenticate  and  deliver,  in  the  name  of  the  designated  transferee  or
transferees,  one or more new Capital Securities Certificates of the same series
of any authorized denominations of like tenor and aggregate principal amount and
bearing  such  restrictive  legends (including the Restricted Capital Securities
Legend)  as  may  be  required  by  this  Trust  Agreement.

          At  the  option  of the Holder, Capital Securities Certificates may be
exchanged  for  other  Capital  Securities  Certificates  of  any  authorized
denominations,  of  like tenor and aggregate Liquidation Amount and bearing such
restrictive  legends (including the Restricted Capital Securities Legend) as may
be  required  by  this Trust Agreement, upon surrender of the Capital Securities
Certificates  to  be exchanged at such office or agency of the Property Trustee.
Whenever  any  securities  are  so  surrendered for exchange, the Administrators
shall  execute  and  the  Property  Trustee  shall  authenticate and deliver the
Capital  Securities Certificates that the Holder making the exchange is entitled
to  receive.

          All Capital Securities issued upon any transfer or exchange of Capital
Securities  shall  be  the valid obligations of the Issuer Trust, evidencing the
same  obligations, and entitled to the same benefits under this Trust Agreement,
as  the  Capital  Securities  surrendered  upon  such  transfer  or  exchange.


                                       26
<PAGE>
          Every  Capital  Securities  Certificate  presented  or surrendered for
transfer  or  exchange  shall  (if  so required by the Property Trustee) be duly
endorsed,  or  be  accompanied  by  a  written  instrument  of  transfer in form
satisfactory to the Property Trustee and the Securities Registrar, duly executed
by  the  Holder  thereof  or  such Holder's attorney duly authorized in writing.

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

          Neither  the  Issuer Trust nor the Property Trustee shall be required,
pursuant to the provisions of this Section:  (i) to issue, register the transfer
of  or exchange any Capital Securities Certificates during a period beginning at
the  opening  of  15 Business Days before the day of selection for redemption of
Capital Securities pursuant to Article IV and ending at the close of business on
the day of mailing of the notice of redemption, or (ii) to register the transfer
of  or  exchange  any Capital Security so selected for redemption in whole or in
part,  except,  in the case of any such Capital Security to be redeemed in part,
any  portion  thereof  not  to  be  redeemed.

          (b)     Certain  Transfers  and  Exchanges.  Notwithstanding any other
                  ----------------------------------
provision of this Trust Agreement, transfers and exchanges of Capital Securities
and  beneficial  interests  in  a  Global Capital Security shall be made only in
accordance  with  this  Section  5.5(b).

               (i)     Non-Global  Restricted Capital Security to Global Capital
                       ---------------------------------------------------------
          Security.  If  the Holder of a Restricted Capital Security (other than
          --------
          the Global Capital Security) wishes at any time to transfer all or any
          portion of such Trust Security to a Person who wishes to take delivery
          thereof  in  the  form  of a beneficial interest in the Global Capital
          Security,  such  transfer  may be effected only in accordance with the
          provisions  of  this  clause  (b)(i)  and  subject  to  the Applicable
          Procedures.  Upon  receipt  by  the  Security  Registrar  of  (A) such
          Restricted  Capital  Security  as  provided  in  Section  5.5(a)  and
          instructions  satisfactory  to the Security Registrar directing that a
          beneficial  interest  in  the  Global  Capital Security in a specified
          Liquidation  Amount  not  greater  than the Liquidation Amount of such
          Restricted  Capital  Security  to  be credited to a specified Clearing
          Agency  Participant's  account,  and  (B)  a  Restricted  Securities
          Certificate duly executed for transfer by such Holder or such Holder's
          attorney duly authorized in writing, then the Security Registrar shall
          cancel  such  Restricted  Capital Security (and issue a new Restricted
          Capital  Security  in respect of any untransferred portion thereof) as
          provided  in  Section  5.5(a)  and  increase the aggregate Liquidation
          Amount  of  the  Global  Capital Security by the specified Liquidation
          Amount  as  provided  in  Section  5.4(c).

               (ii)     Non-Global  Capital  Security  to  Non-Global  Capital
                        ------------------------------------------------------
          Security.  A  Trust Security that is not a Global Capital Security may
          be transferred, in whole or in part, to a Person who takes delivery in
          the  form  of  another  Trust  Security  that  is not a Global Capital
          Security  as  provided  in  Section 5.5(a), provided that if the Trust


                                       27
<PAGE>
          Security to be transferred in whole or in part is a Restricted Capital
          Security,  the  Securities  Registrar shall have received a Restricted
          Securities  Certificate duly executed by the transferor Holder or such
          Holder's  attorney  duly  authorized  in  writing  and  the Securities
          Registrar  shall  only  be  required  to register the transfer of such
          Restricted  Securities  Certificate  upon direction from the Depositor
          that  such  transfer  is  permissible.

               (iii)     Exchanges  Between  Global  Capital  Security  and
                         --------------------------------------------------
          Non-Global Trust Security. A beneficial interest in the Global Capital
          -------------------------
          Security  may  be  exchanged for a Trust Security that is not a Global
          Capital  Security  only  as  provided  in  Section  5.4.

               (iv)     Certain  Initial  Transfers  of  Non-Global  Trust
                        --------------------------------------------------
          Securities.  In  the  case  of Trust Securities initially issued other
          -----------
          than  in  global  form,  an initial transfer or exchange of such Trust
          Securities  that  does  not involve any change in beneficial ownership
          may be made to an institutional accredited investor or investors as if
          such  transfer  or  exchange were not an initial transfer or exchange;
          provided  that  written  certification  shall  be  provided  by  the
          transferee  and  transferor of such Trust Securities to the Securities
          Registrar  that such transfer or exchange does not involve a change in
          beneficial  ownership.

               (v)     Limitations  Relating  to  Principal  Amount.
                       --------------------------------------------
          Notwithstanding any other provision of this Trust Agreement and unless
          otherwise  specified  as  permitted  by  this  Trust  Agreement, Trust
          Securities or portions thereof may be transferred or exchanged only in
          principal  amounts of not less than $50,000. Any transfer, exchange or
          other disposition of Trust Securities in contravention of this Section
          5.5(b)(v)  shall  be  deemed  to  be  void  and  of  no  legal  effect
          whatsoever,  any  such transferee shall be deemed not to be the Holder
          or  owner  of any beneficial interest in such Trust Securities for any
          purpose,  including but not limited to the receipt of interest payable
          on  such  Trust Securities, such transferee shall be deemed to have no
          interest  whatsoever  in  such  Trust  Securities,  and the Securities
          Registrar  shall  not  record  any  such  transfer  in  the Securities
          Register.

          (c)     Restricted  Securities Legend.  Except as set forth below, all
                  -----------------------------
Capital  Securities  shall  bear  a  Restricted  Capital  Securities  Legend:

               (i)     subject  to the following Clauses of this Section 5.5(c),
          a  Capital  Security  or  any  portion thereof that is exchanged, upon
          transfer  or  otherwise,  for a Global Capital Security or any portion
          thereof  shall  bear  the  Restricted  Capital Securities Legend while
          represented  thereby;

               (ii)     subject to the following Clauses of this Section 5.5(c),
          a  new  Capital Security which is not a Global Capital Security and is
          issued  in  exchange  for another Capital Security (including a Global
          Capital  Security) or any portion thereof, upon transfer or otherwise,
          shall,  if  such  new Capital Security is required to be issued in the


                                       28
<PAGE>
          form  of  a  Restricted  Capital  Security,  bear a Restricted Capital
          Securities  Legend;

               (iii)     a  new  Capital  Security  (other than a Global Capital
          Security)  that  does  not bear a Restricted Capital Securities Legend
          may  be  issued  in  exchange  for  or in lieu of a Restricted Capital
          Security  or  any  portion thereof that bears such a legend if, in the
          Depositor's  judgment,  placing  such  a  legend upon such new Capital
          Security  is  not necessary to ensure compliance with the requirements
          of the Securities Act and is permissible under Commission Rule 144(k),
          and  the  Property  Trustee,  at  the  written  direction  of  the
          Administrator  of  the  Issuer  Trust  in  the  form  of  an Officers'
          Certificate,  shall authenticate and deliver such new Capital Security
          as  provided  in  this  Article  V;

               (iv)     notwithstanding the foregoing provisions of this Section
          5.5(c),  a  Successor Capital Security of a Capital Security that does
          not  bear  a  Restricted Capital Securities Legend shall not bear such
          form  of  legend, unless the Depositor has reasonable cause to believe
          that such Successor Capital Security is a "restricted security" within
          the  meaning  of  Rule 144 under the Securities Act, in which case the
          Property Trustee, at the written direction of any Administrator of the
          Issuer  Trust  in  the  form  of  an  Officers'  Certificate,  shall
          authenticate  and  deliver a new Capital Security bearing a Restricted
          Capital  Securities  Legend  in  exchange  for  such Successor Capital
          Security  as  provided  in  this  Article  V;  and

               (v)     Junior Subordinated Debentures distributed to a holder of
          Capital  Securities  upon dissolution of the Issuer Trust shall bear a
          Restricted  Capital  Securities  Legend,  if the Capital Securities so
          held  bear  a  similar  legend, absent instructions from the Depositor
          that  such  legend  can be removed consistent with the requirements of
          the  Securities  Act,  and  Commission  Rule  144  thereunder.

          SECTION  5.6.  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 and the Administrators such security, indemnity and/or other assurance
as  may be required by them, in their discretion, to save each of them harmless,
then  in the absence of notice that such Trust Securities Certificate shall have
been  acquired by a bona fide purchaser, the Administrators, or any one of them,
on behalf of the Issuer Trust shall execute and make available for delivery, and
the  Property Trustee shall authenticate, in exchange for or in lieu of any such
mutilated,  destroyed,  lost or stolen Trust Securities Certificate, a new Trust
Securities  Certificate  of  like  class, tenor and denomination.  In connection
with  the  issuance  of any new Trust Securities Certificate under this Section,
the  Administrators 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  5.6  shall  constitute  conclusive  evidence  of an


                                       29
<PAGE>
undivided beneficial interest in the assets of the Issuer Trust corresponding to
that evidenced by the lost, stolen or destroyed Trust Securities Certificate, as
if  originally  issued,  whether  or  not  the  lost,  stolen or destroyed Trust
Securities  Certificate  shall  be  found  at  any  time.

          SECTION  5.7.  PERSONS  DEEMED  HOLDERS.

          The  Issuer  Trustees  and  the  Securities  Registrar shall treat the
Person  in  whose name any Trust Securities are issued as the sole owner of such
Trust  Securities  for  the purpose of receiving Distributions and for all other
purposes  whatsoever, and none of the Issuer Trustees, the Administrators or the
Securities  Registrar  shall  be  bound  by  any  notice  to  the  contrary.

          SECTION  5.8.  ACCESS  TO  LIST  OF  HOLDERS'  NAMES  AND  ADDRESSES.

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

          SECTION  5.9.  MAINTENANCE  OF  OFFICE  OR  AGENCY.

          The  Property  Trustee  shall  designate,  with  the  consent  of  the
Administrators,  which  consent shall not be unreasonably withheld, an office or
offices  or  agency  or  agencies  where  Capital Securities Certificates may be
surrendered  for  registration  of  transfer  or  exchange and where notices and
demands  to  or  upon  the  Issuer  Trustees  in respect of the Trust Securities
Certificates  may  be  served.  The  Property  Trustee  initially designates its
Corporate  Trust  Office  as  its corporate trust office for such purposes.  The
Property  Trustee  shall  give  prompt  written  notice  to  the  Depositor, the
Administrators  and  to  the  Holders  of  any  change  in  the  location of the
Securities  Register  or  any  such  office  or  agency.

          SECTION  5.10.  APPOINTMENT  OF  PAYING  AGENT.

          The  Paying Agent shall make Distributions to Holders from the Payment
Account  and  shall  report  the  amounts  of such Distributions to the Property
Trustee and the Administrators.  Any Paying Agent shall have the revocable power
to  withdraw funds from the Payment Account solely for the purpose of making the
Distributions referred to above.  The Property Trustee may revoke such power and
remove  any  Paying  Agent  in  its  sole  discretion.  The  Paying  Agent shall
initially  be  the Property Trustee.  Any Person acting as Paying Agent shall be
permitted  to  resign  as  Paying  Agent  upon  30  days'  written notice to the
Administrators and the Property Trustee.  In the event that the Property Trustee
shall  no longer be the Paying Agent or a successor Paying Agent shall resign or
its  authority to act be revoked, the Property Trustee shall appoint a successor
(which  shall  be  a bank or trust company) that is reasonably acceptable to the
Administrators  to  act  as  Paying  Agent.  Such  successor Paying Agent or any
additional  Paying  Agent  appointed  by  the  Administrators  shall execute and
deliver  to  the  Issuer  Trustees  an instrument in which such successor Paying
Agent  or  additional  Paying Agent shall agree with the Issuer Trustees that as
Paying  Agent,  such successor Paying Agent or additional Paying Agent will hold
all sums, if any, held by it for payment to the Holders in trust for the benefit
of  the  Holders entitled thereto until such sums shall be paid to such Holders.


                                       30
<PAGE>
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 8.1, 8.3 and
8.6 herein shall apply to the Bank also in its role as Paying Agent, for so long
as  the  Bank  shall  act  as Paying Agent and, to the extent applicable, to any
other  paying  agent appointed hereunder.  Any reference in this Trust Agreement
to  the  Paying  Agent  shall include any co-paying agent chosen by the Property
Trustee,  unless  the  context  requires  otherwise.

          SECTION  5.11.  OWNERSHIP  OF  COMMON  SECURITIES  BY  DEPOSITOR.

          At  Closing,  the  Depositor  shall  acquire  and  retain  beneficial
and  record  ownership  of  the Common Securities. Neither the Depositor nor any
successor  Holder of the Common Securities may transfer less than all the Common
Securities,  and  the  Depositor  or  any such successor Holder may transfer the
Common  Securities  only (i) in connection with a consolidation or merger of the
Depositor  into  another  Person  or  any  conveyance,  transfer or lease by the
Depositor  of  its  properties  and  assets  substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture, or (ii) to an Affiliate of the
Depositor  in  compliance  with applicable law (including the Securities Act and
applicable  state securities and blue sky laws); provided that any such transfer
shall  be  subject  to the condition that the transferor shall have obtained (A)
either  a  ruling  from  the  Internal Revenue Service or an unqualified written
Opinion of Counsel by a firm experienced in such matters addressed to the Issuer
Trust and delivered to the Issuer Trustees to the effect that such transfer will
not  (1) cause the Issuer Trust to be treated as issuing a class of interests in
the Issuer Trust differing from the class of interests represented by the Common
Securities  originally  issued  to the Depositor, (2) result in the Issuer Trust
acquiring  or  disposing of, or being deemed to have acquired or disposed of, an
asset,  or  (3)  result  in  or cause the Issuer Trust to be treated as anything
other than a grantor trust for United States Federal income tax purposes and (B)
an  unqualified written Opinion of Counsel by a firm experienced in such matters
addressed to the Issuer Trust and delivered to the Issuer Trustees to the effect
that such transfer will not cause the Issuer Trust to be an "investment company"
or controlled by an "investment company" that is required to be registered under
the  Investment  Company  Act.  To  the  fullest  extent  permitted  by law, any
attempted  transfer  of  the  Common  Securities, other than as set forth in the
immediately  preceding  sentence,  shall be void. The Administrators shall cause
each  Common  Securities Certificate issued to the Depositor to contain a legend
stating  "THIS  CERTIFICATE  IS  NOT  TRANSFERABLE  EXCEPT  IN  COMPLIANCE  WITH
APPLICABLE  LAW  AND  SECTION  5.11  OF  THE  TRUST  AGREEMENT."

          SECTION  5.12.  NOTICES  TO  CLEARING  AGENCY.

          To  the  extent that a notice or other communication to the Holders is
required  under  this  Trust  Agreement,  with  respect  to  Capital  Securities
represented  by  Global  Capital Securities Certificates, the Administrators and
the  Issuer  Trustees  shall  give all such notices and communications specified
herein to be given to the Clearing Agency, and shall have no obligations to give
such  notice  or  other  communication  to  the  Owners.

          SECTION  5.13.  RIGHTS  OF  HOLDERS.


                                       31
<PAGE>
          (a)     The legal title to the Trust Property is vested exclusively in
the  Property  Trustee (in its capacity as such) in accordance with Section 2.9,
and  the  Holders  shall  not  have  any  right  or title therein other than the
undivided  beneficial  ownership  interest  in  the  assets  of the Issuer 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 Issuer Trust, except
as described below.  The Trust Securities shall be personal property giving only
the  rights  specifically  set  forth  therein and in this Trust Agreement.  The
Trust Securities shall have no preemptive or similar rights, and when issued and
delivered to Holders against payment of the purchase price therefor, as provided
herein,  will  be  fully  paid and nonassessable by the Issuer Trust.  Except as
otherwise provided in Section 4.8, the Holders of the Trust Securities, in their
capacities  as  such,  shall  be  entitled  to  the  same limitation of personal
liability  extended to stockholders of private corporations for profit organized
under  the  General  Corporation  Laws  of  the  State  of  Delaware.

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

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

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

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

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

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

                    (D)     all  sums  paid or advanced by the Indenture Trustee
          under  the  Indenture  and  the  reasonable  compensation,  expenses,


                                       32
<PAGE>
          disbursements  and  advances of the Indenture Trustee and the Property
          Trustee,  their  agents  and  counsel;  and

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

          If  the Property Trustee fails to annul any such declaration and waive
such  default,  the  Holders of at least a Majority in Liquidation Amount of the
Capital  Securities  shall  also  have  the  right  to  rescind  and  annul such
declaration  and  its  consequences  by  written  notice  to  the Depositor, the
Property  Trustee  and the Indenture Trustee, subject to the satisfaction of the
conditions  set  forth  in  clauses  (i)  and  (ii)  of  this  Section  5.13(b).

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

          Upon  receipt by the Property Trustee of written notice declaring such
an  acceleration, or rescission and annulment thereof, by Holders of the Capital
Securities, all or part of which is represented by the Global Capital Securities
Certificate,  a  record  date  shall  be  established for determining Holders of
Outstanding  Capital  Securities  entitled  to join in such notice, which record
date  shall be at the close of business on the day the Property Trustee receives
such notice.  The Holders on such record date, or their duly designated proxies,
and  only such Persons, shall be entitled to join in such notice, whether or not
such  Holders  remain Holders after such record date; provided that, unless such
declaration  of  acceleration,  or rescission and annulment, as the case may be,
shall  have become effective by virtue of the requisite percentage having joined
in  such  notice  prior to the day which is 90 days after such record date, such
notice  of declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be canceled
and  of no further effect.  Nothing in this paragraph shall prevent a Holder, or
a  proxy of a Holder, from giving, after expiration of such 90-day period, a new
written  notice  of  declaration  of  acceleration,  or rescission and annulment
thereof,  as  the  case  may be, that is identical to a written notice which has
been  canceled pursuant to the proviso to the preceding sentence, in which event
a  new  record  date  shall  be  established  pursuant to the provisions of this
Section  5.13(b).

          (c)     For  so  long as any Capital Securities remain Outstanding, to
the  fullest  extent  permitted  by  law  and subject to the terms of this Trust
Agreement  and  the  Indenture,  upon  a Debenture Event of Default specified in
Section  5.1(1)  or  5.1(2)  of  the Indenture, any Holder of Capital Securities
shall  have  the right to institute a proceeding directly against the Depositor,
pursuant  to  Section  5.8  of the Indenture, for enforcement of payment to such


                                       33
<PAGE>
Holder  of the principal amount of or interest on Junior Subordinated Debentures
having  an  aggregate principal amount equal to the aggregate Liquidation Amount
of  the  Capital  Securities  of such Holder (a "Direct Action").  Except as set
                                                 -------------
forth  in  Sections 5.13(b) and 5.13(c), the Holders of Capital Securities shall
have  no right to exercise directly any right or remedy available to the holders
of,  or  in  respect  of,  the  Junior  Subordinated  Debentures.


                                   ARTICLE VI

                        ACTS OF HOLDERS; MEETINGS; VOTING

          SECTION  6.1.  LIMITATIONS  ON  HOLDERS'  VOTING  RIGHTS.

          (a)     Except  as  provided  in  this  Trust  Agreement  and  in  the
Indenture  and  as  otherwise  required  by law, no Holder of Capital Securities
shall  have  any  right  to  vote  or  in  any  manner  otherwise  control  the
administration,  operation and management of the Issuer 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
Holders  from  time  to  time  as  members  of  an  association.

          (b)     So  long as any Junior Subordinated Debentures are held by the
Property  Trustee  on behalf of the Issuer Trust, the Property Trustee shall not
(i)  direct  the  time,  method  and  place of conducting any proceeding for any
remedy  available  to  the  Indenture  Trustee,  or  execute  any trust or power
conferred  on  the  Property  Trustee  with  respect to such Junior Subordinated
Debentures, (ii) waive any past default that may be waived under Section 5.13 of
the  Indenture,  (iii) exercise any right to rescind or annul a declaration that
the principal of all the Junior Subordinated Debentures shall be due and payable
or  (iv)  consent to any amendment, modification or termination of the Indenture
or  the  Junior  Subordinated  Debentures, where such consent shall be required,
without, in each case, obtaining the prior approval of the Holders of at least a
Majority  in  Liquidation  Amount  of the Capital Securities, provided, however,
that  where  a  consent  under  the  Indenture would require the consent of each
holder of Junior Subordinated Debentures affected thereby, no such consent shall
be  given  by  the  Property  Trustee  without the prior written consent of each
Holder  of Capital Securities.  The Property Trustee shall not revoke any action
previously  authorized  or  approved  by  a  vote  of  the  Holders  of  Capital
Securities,  except  by  a subsequent vote of the Holders of Capital Securities.
The  Property  Trustee shall notify all Holders of the Capital Securities of any
notice  of  default received with respect to the Junior Subordinated Debentures.
In  addition  to obtaining the foregoing approvals of the Holders of the Capital
Securities,  prior  to taking any of the foregoing actions, the Property Trustee
shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced
in  such  matters to the effect that such action will not cause the Issuer Trust
to be taxable other than as a grantor trust for United States Federal income tax
purposes.

          (c)     If any proposed amendment to the Trust Agreement provides for,
or  the  Issuer  Trust  otherwise  proposes to effect, (i) any action that would
adversely  affect  in any material respect the interests, powers, preferences or
special  rights  of  the  Capital Securities, whether by way of amendment to the
Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination


                                       34
<PAGE>
of  the  Issuer Trust, other than pursuant to the terms of this Trust Agreement,
then  the Holders of Outstanding Trust Securities as a class will be entitled to
vote  on  such amendment or proposal and such amendment or proposal shall not be
effective  except  with  the  approval  of the Holders of at least a Majority in
Liquidation  Amount  of  the  Capital  Securities.  Notwithstanding  any  other
provision  of  this Trust Agreement, no amendment to this Trust Agreement may be
made  if,  as  a result of such amendment, it would cause the Issuer Trust to be
taxable  other  than  as  a  grantor  trust for United States Federal income tax
purposes.

          SECTION  6.2.  NOTICE  OF  MEETINGS.

          Notice  of  all  meetings  of the Holders, stating the time, place and
purpose  of  the  meeting,  shall  be  given by the Property Trustee pursuant to
Section  10.8  to  each Holder of record, at his registered address, at least 15
days  and  not  more  than 90 days before the meeting.  At any such meeting, any
business  properly before the meeting may be so considered whether or not stated
in  the  notice  of the meeting.  Any adjourned meeting may be held as adjourned
without  further  notice.

          SECTION  6.3.  MEETINGS  OF  HOLDERS.

          No  annual  meeting  of  Holders is required to be held.  The Property
Trustee, however, shall call a meeting of Holders to vote on any matter upon the
written  request  of  the  Holders of record of 25% of the aggregate Liquidation
Amount  of the Capital Securities and the Administrators or the Property Trustee
may,  at  any  time  in  their  discretion, call a meeting of Holders of Capital
Securities  to  vote  on  any  matters as to which Holders are entitled to vote.

          Holders  of  at  least a Majority in Liquidation Amount of the Capital
Securities, present in person or represented by proxy, shall constitute a quorum
at  any  meeting  of  Holders  of  the  Capital  Securities.

          If  a  quorum  is  present  at  a  meeting, an affirmative vote by the
Holders  of  record  present,  in person or by proxy, holding Capital Securities
representing at least a Majority in Liquidation Amount of the Capital Securities
held by the Holders present, either in person or by proxy, at such meeting shall
constitute  the  action  of the Holders of Capital Securities, unless this Trust
Agreement  requires  a  greater  number  of  affirmative  votes.

          SECTION  6.4.  VOTING  RIGHTS.

          Holders  shall  be  entitled  to  one  vote  for  each  $50,000.00  of
Liquidation  Amount represented by their Outstanding Trust Securities in respect
of  any  matter  as  to  which  such  Holders  are  entitled  to  vote.

          SECTION  6.5.  PROXIES,  ETC.

          At any meeting of Holders, any Holder entitled to vote at such meeting
may  vote  by proxy, provided that no proxy shall be voted at any meeting unless
it  shall have been placed on file with the Property Trustee, or with such other
officer  or  agent  of  the Issuer Trust as the Property Trustee may direct, for


                                       35
<PAGE>
verification prior to the time at which such vote shall be taken.  Pursuant to a
resolution  of the Property Trustee, proxies may be solicited in the name of the
Property  Trustee or one or more officers of the Property Trustee.  Only Holders
of  record shall be entitled to vote.  When Trust Securities are held jointly by
several  persons,  any one of them may vote at any meeting in person or by proxy
in  respect  of  such  Trust  Securities,  but if more than one of them shall be
present  at  such  meeting in person or by proxy, and such joint owners or their
proxies  so  present  disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities.  A proxy purporting to be executed
by  or on behalf of a Holder shall be deemed valid unless challenged at or prior
to  its  exercise,  and  the  burden  of  proving  invalidity  shall rest on the
challenger.  No  proxy  shall  be  valid more than three years after its date of
execution.

          SECTION  6.6.  HOLDER  ACTION  BY  WRITTEN  CONSENT.

          Any  action  which  may  be taken by Holders at a meeting may be taken
without  a  meeting  and  without  prior  notice  if  Holders holding at least a
Majority  in  Liquidation  Amount  of  all  Trust Securities entitled to vote in
respect  of  such action (or such larger proportion thereof as shall be required
by  any  other provision of this Trust Agreement) shall consent to the action in
writing.

          SECTION  6.7.  RECORD  DATE  FOR  VOTING  AND  OTHER  PURPOSES.

          For the purposes of determining the Holders 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 Administrators or Property Trustee may from time to time fix a date,
not more than 90 days prior to the date of any meeting of Holders or the payment
of  a distribution or other action, as the case may be, as a record date for the
determination  of  the  identity  of  the  Holders  of record for such purposes.

          SECTION  6.8.  ACTS  OF  HOLDERS.

          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 Holders may be embodied in and evidenced by one or more instruments
of  substantially  similar tenor signed by such Holders 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  the  Property  Trustee.  Such  instrument or instruments (and the
action  embodied therein and evidenced thereby) are herein sometimes referred to
as  an  "Act"  of  the Holders signing such instrument or instruments.  Proof of
         ---
execution of any such instrument or of a writing appointing any such agent shall
be  sufficient  for  any purpose of this Trust Agreement and (subject to Section
8.1)  conclusive in favor of the Issuer Trustees, if made in the manner provided
in  this  Section.

          The  fact  and  date  of  the  execution  by  any  Person  of any such
instrument  or  writing  may  be  proved  by  the affidavit of a witness of such
execution  or by a certificate of a notary public or other officer authorized by


                                       36
<PAGE>
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 Issuer Trustee or Administrator receiving the same
deems  sufficient.

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

          Any request, demand, authorization, direction, notice, consent, waiver
or  other Act of the Holder of any Trust Security shall bind every future Holder
of  the  same  Trust Security and the Holder 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 Issuer
Trustees, the Administrators or the Issuer Trust in reliance thereon, whether or
not  notation  of  such  action  is  made  upon  such  Trust  Security.

          Without  limiting  the  foregoing, a Holder 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.

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

          SECTION  6.9.  INSPECTION  OF  RECORDS.

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

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

          SECTION  7.1.  REPRESENTATIONS  AND WARRANTIES OF THE PROPERTY TRUSTEE
AND  THE  DELAWARE  TRUSTEE.

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


                                       37
<PAGE>
          (a)     The  Property  Trustee  is  a  banking  corporation with trust
powers,  duly organized, validly existing and in good standing under the laws of
the  State  of  Delaware  with  the  trust  powers  and authority to execute and
deliver,  and  to  carry out and perform its obligations under the terms of this
Trust  Agreement.

          (b)     The  execution,  delivery  and  performance  by  the  Property
Trustee  of  this  Trust  Agreement  have  been duly authorized by all necessary
corporate  action  on the part of the Property Trustee; and this Trust Agreement
has  been duly executed and delivered by the Property Trustee, and constitutes a
legal, valid and binding obligation of the Property Trustee, enforceable against
it  in  accordance  with  its  terms,  subject  to  applicable  bankruptcy,
reorganization, receivership, conservatorship, moratorium, insolvency, and other
similar  laws affecting creditors' rights generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such  remedies  is  considered  in  a  proceeding  in  equity  or  at  law).

          (c)     The  execution,  delivery  and  performance  of  this  Trust
Agreement by the Property Trustee do not conflict with or constitute a breach of
the  certificate  of  incorporation  or  by-laws  of  the  Property  Trustee.

          (d)     At Closing, the Property Trustee has not knowingly created any
Liens  on  the  Trust  Securities.

          (e)     No consent, approval or authorization of, or registration with
or  notice  to,  any  state  or  federal  banking  authority is required for the
execution,  delivery  or  performance  by  the  Property  Trustee, of this Trust
Agreement.

          (f)     The  Delaware  Trustee is duly organized, validly existing and
in  good standing under the laws of the State of Delaware, with the trust powers
and  authority  to  execute  and  deliver,  and  to  carry  out  and perform its
obligations  under  the  terms  of,  this  Trust  Agreement.

          (g)     The  execution,  delivery  and  performance  by  the  Delaware
Trustee  of  this  Trust  Agreement  have  been duly authorized by all necessary
corporate  action  on the part of the Delaware Trustee; and this Trust Agreement
has  been duly executed and delivered by the Delaware Trustee, and constitutes a
legal, valid and binding obligation of the Delaware Trustee, enforceable against
it  in  accordance  with  its  terms,  subject  to  applicable  bankruptcy,
reorganization, receivership, conservatorship, moratorium, insolvency, and other
similar  laws  affecting creditors' right generally and to general principles of
equity and the discretion of the court (regardless of whether the enforcement of
such  remedies  is  considered  in  a  proceeding  in  equity  or  at  law).

          (h)     The  execution,  delivery  and  performance  of  this  Trust
Agreement by the Delaware Trustee do not conflict with or constitute a breach of
the  certificate  of  incorporation  or  by-laws  of  the  Delaware  Trustee.


                                       38
<PAGE>
          (i)     No consent, approval or authorization of, or registration with
or  notice  to  any  state  or  Federal  banking  authority  is required for the
execution,  delivery  or  performance  by  the  Delaware  Trustee, of this Trust
Agreement.

          (j)     The  Delaware  Trustee  is  an  entity which has its principal
place  of  business  in  the  State  of  Delaware.

          SECTION  7.2.  REPRESENTATIONS  AND  WARRANTIES  OF  DEPOSITOR.

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

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

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


                                  ARTICLE VIII

                     THE ISSUER TRUSTEES; THE ADMINISTRATORS

          SECTION  8.1.  CERTAIN  DUTIES  AND  RESPONSIBILITIES.

          (a)     The duties and responsibilities of the Issuer Trustees and the
Administrators  shall be as provided by this Trust Agreement and, in the case of
the  Property  Trustee,  by  the  Trust  Indenture  Act.  Notwithstanding  the
foregoing,  no  provision  of  this  Trust  Agreement  shall  require the Issuer
Trustees  or  the  Administrators to expend or risk their own funds or otherwise
incur  any  financial  liability  in  the  performance  of  any  of their duties
hereunder,  or  in  the exercise of any of their rights or powers, if they shall
have  reasonable  grounds for believing that repayment of such funds or adequate
indemnity  against  such  risk  or  liability  is  not reasonably assured to it.
Whether  or  not  herein  expressly  so  provided, every provision of this Trust
Agreement  relating  to  the  conduct or affecting the liability of or affording
protection  to the Issuer Trustees or the Administrators shall be subject to the
provisions  of this Section.  Nothing in this Trust Agreement shall be construed
to  release  an  Administrator  or  an Issuer Trustee from liability for its own
negligent  action,  its  own  negligent  failure  to  act,  or  its  own willful
misconduct.  To  the  extent  that,  at  law  or in equity, an Issuer Trustee or
Administrator  has duties and liabilities relating to the Issuer Trust or to the
Holders,  such Issuer Trustee or Administrator shall not be liable to the Issuer
Trust  or  to any Holder for such Issuer Trustee's or Administrator'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


                                       39
<PAGE>
the  Issuer  Trustees and Administrators otherwise existing at law or in equity,
are  agreed  by  the  Depositor and the Holders to replace such other duties and
liabilities  of  the  Issuer  Trustees  and  Administrators.

          (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 Holder,
by  its  acceptance  of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution  to  it as herein provided and that neither the Issuer Trustees nor
the  Administrators  are personally liable to it for any amount distributable in
respect of any Trust Security or for any other liability in respect of any Trust
Security.  This  Section  8.1(b)  does  not  limit  the  liability of the Issuer
Trustees  expressly  set forth elsewhere in this Trust Agreement or, in the case
of  the  Property  Trustee,  in  the  Trust  Indenture  Act.

          (c)     The  Property  Trustee,  before the occurrence of any Event of
Default  and  after  the curing of all Events of Default that may have occurred,
shall  undertake  to  perform  only such duties as are specifically set forth in
this  Trust  Agreement  (including  pursuant  to  Section 10.10), and no implied
covenants  shall be read into this Trust Agreement against the Property Trustee.
If  an Event of Default has occurred (that has not been cured or waived pursuant
to Section 5.13 of the Indenture), the Property Trustee shall enforce this Trust
Agreement  for  the benefit of the Holders and shall exercise such of the rights
and powers vested in it by this Trust Agreement, and use the same degree of care
and  skill  in  its  exercise thereof, as a prudent person would exercise or use
under  the  circumstances  in  the  conduct  of  his  or  her  own  affairs.

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

               (i)     prior to the occurrence of any Event of Default and after
     the curing or waiving of all such Events of Default that may have occurred:

                    (A)     the  duties  and obligations of the Property Trustee
          shall  be  determined  solely  by the express provisions of this Trust
          Agreement  (including  pursuant  to  Section  10.10), and the Property
          Trustee  shall not be liable except for the performance of such duties
          and  obligations as are specifically set forth in this Trust Agreement
          (including  pursuant  to  Section  10.10);  and

                    (B)     in  the  absence  of  bad  faith  on the part of the
          Property  Trustee,  the  Property Trustee may conclusively rely, as to
          the  truth  of  the  statements  and  the  correctness of the opinions
          expressed  therein, upon any certificates or opinions furnished to the
          Property  Trustee  and  conforming  to  the requirements of this Trust
          Agreement;  but  in the case of any such certificates or opinions that
          by any provision hereof or of the Trust Indenture Act are specifically
          required to be furnished to the Property Trustee, the Property Trustee


                                       40
<PAGE>
          shall  be under a duty to examine the same to determine whether or not
          they  conform  to  the  requirements  of  this  Trust  Agreement;

               (ii)     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;

               (iii)     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 at least a Majority in
     Liquidation  Amount  of the Capital 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;

               (iv)     the  Property  Trustee's  sole  duty with respect to the
     custody,  safe keeping and physical preservation of the Junior Subordinated
     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;

               (v)     the Property Trustee shall not be liable for any interest
     on  any  money  received  by  it  except as it may otherwise agree with the
     Depositor;  and  money  held by the Property Trustee need not be segregated
     from  other  funds  held  by  it  except in relation to the Payment Account
     maintained  by  the  Property Trustee pursuant to Section 3.1 and except to
     the  extent  otherwise  required  by  law;

               (vi)     the  Property  Trustee  shall  not  be  responsible  for
     monitoring the compliance by the Administrators or the Depositor with their
     respective  duties  under  this  Trust  Agreement,  nor  shall the Property
     Trustee  be  liable  for  the  default  or  misconduct  of any other Issuer
     Trustee,  the  Administrators  or  the  Depositor;  and

               (vii)     no  provision of this Trust Agreement shall require the
     Property  Trustee  to  expend  or  risk  its  own  funds or otherwise incur
     personal  financial liability in the performance of any of its duties or in
     the  exercise of any of its rights or powers, if the Property Trustee shall
     have  reasonable  grounds for believing that the repayment of such funds or
     liability  is  not  reasonably  assured to it under the terms of this Trust
     Agreement  or  adequate  indemnity  against  such  risk or liability is not
     reasonably  assured  to  it.

          (e)     The Administrators shall not be responsible for monitoring the
compliance  by the Issuer Trustees or the Depositor with their respective duties
under  this  Trust  Agreement,  nor  shall  any  Administrator be liable for the
default  or  misconduct  of  any other Administrator, the Issuer Trustees or the
Depositor.

SECTION  8.2.  CERTAIN  NOTICES.


                                       41
<PAGE>
          (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  10.8,  notice  of  such  Event  of  Default  to  the  Holders  and  the
Administrators,  unless  such  Event of Default shall have been cured or waived.

          (b)     Within  five  Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the Junior
Subordinated  Debentures  pursuant  to the Indenture, the Property Trustee shall
transmit,  in  the  manner and to the extent provided in Section 10.8, notice of
such  exercise to the Holders and the Administrators, unless such exercise shall
have  been  revoked.

          SECTION  8.3.  CERTAIN  RIGHTS  OF  PROPERTY  TRUSTEE.

          Subject  to  the  provisions  of  Section  8.1:

          (a)     the  Property Trustee may conclusively rely and shall be fully
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)     any  direction  or  act  of the Depositor contemplated by this
Trust  Agreement  shall  be  sufficiently evidenced by an Officers' Certificate;

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

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

          (e)     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 Holders pursuant to this Trust Agreement, unless such
Holders  shall  have  offered  to  the  Property  Trustee  security or indemnity
satisfactory  to  it  against the costs, expenses and liabilities which might be
incurred  by  it  in  compliance  with  such request or direction; provided that
nothing  contained in this Section 8.3(e) shall be taken to relieve the Property
Trustee,  upon  the  occurrence  of  an  Event  of Default, of its obligation to
exercise  the  rights  and  powers  vested  in  it  by  this  Trust  Agreement;


                                       42
<PAGE>
          (f)     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 Holders, but
the  Property  Trustee  may make such further inquiry or investigation into such
facts  or  matters  as  it  may  see  fit;

          (g)     the  Property  Trustee may execute any of the trusts or powers
hereunder  or  perform  any  of  its  duties  hereunder either directly or by or
through its agents or attorneys, provided that the Property Trustee shall not be
responsible  for  any  misconduct  or  negligence  on  the  part of any agent or
attorney  appointed  with  due  care  by  it  hereunder;

          (h)     whenever  in  the  administration  of this Trust Agreement the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee  (i)  may  request instructions from the Holders (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 fully protected in
acting  in  accordance  with  such  instructions;  and

          (i)     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 any Issuer Trustee or Administrator 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 any Issuer Trustee or
Administrator  shall  be  construed  to  be  a  duty.

          SECTION  8.4.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

          The recitals contained herein and in the Trust Securities Certificates
shall  be  taken  as  the statements of the Issuer Trust, and neither the Issuer
Trustees nor the Administrators assume any responsibility for their correctness.
The  Issuer Trustees and the Administrators shall not be accountable for the use
or  application  by  the  Depositor  of  the proceeds of the Junior Subordinated
Debentures.

          SECTION  8.5.  MAY  HOLD  SECURITIES.

          The  Depositor,  the  Administrators,  any Issuer Trustee or any other
agent  of any Issuer Trustee or the Issuer Trust, in its individual or any other


                                       43
<PAGE>
capacity,  may  become  the owner or pledgee of Trust Securities and, subject to
Sections  5.5(c),  8.8  and 8.13 and except as provided in the definition of the
term  "Outstanding"  in Article I, may otherwise deal with the Issuer Trust with
the  same  rights  it would have if it were not the Depositor, an Administrator,
Issuer  Trustee  or  such  other  agent.

          SECTION  8.6.  COMPENSATION;  INDEMNITY;  FEES.

          The  Depositor  agrees:

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

          (b)     to  reimburse  the  Issuer  Trustees  upon  request  for  all
reasonable  expenses,  disbursements and advances incurred or made by the Issuer
Trustees in accordance with any provision of this Trust Agreement (including the
reasonable  compensation, expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to their
negligence  or  willful  misconduct;  and

          (c)     to  the  fullest  extent  permitted  by  applicable  law,  to
indemnify  and  hold  harmless (i) each Issuer Trustee, (ii) each Administrator,
(iii)  any  Affiliate  of  any  Issuer  Trustee,  (iv)  any  officer,  director,
shareholder,  employee,  representative  or agent of any Issuer Trustee, and (v)
any  employee  or  agent  of  the  Issuer  Trust,  (referred  to  herein  as  an
"Indemnified  Person")  from  and  against  any  loss,  damage,  liability, tax,
 -------------------
penalty,  expense  or  claim  of  any kind or nature whatsoever incurred by such
Indemnified  Person arising out of or in connection with the creation, operation
or  dissolution  of the Issuer Trust or any act or omission performed or omitted
by  such Indemnified Person in good faith on behalf of the Issuer Trust and in a
manner  such  Indemnified  Person  reasonably believed to be within the scope of
authority  conferred  on such Indemnified Person by this Trust Agreement, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss,  damage  or  claim  incurred  by  such  Indemnified  Person  by  reason of
negligence  or  willful  misconduct  with  respect  to  such  acts or omissions.

          The  provisions  of  this Section 8.6 shall survive the termination of
this  Trust Agreement and the resignation or removal of the Indemnified Persons.

          The  obligation of the Depositor under this Section 8.6 to compensate,
reimburse  and indemnify the Issuer Trustees shall be secured by a Lien upon all
Trust  Property  (except  funds  held  in  trust  for  the benefit of Holders of
particular  Trust  Securities),  but  only  to the extent of the interest of the
Holder  of  the  Common  Securities  therein.

          The  Depositor, any Administrator and any Issuer Trustee may engage in
or  possess an interest in other business ventures of any nature or description,
independently  or  with  others,  similar  or  dissimilar to the business of the
Issuer  Trust,  and  the  Issuer Trust and the Holders of Trust Securities shall
have  no  rights  by  virtue  of this Trust Agreement in and to such independent
ventures or the income or profits derived therefrom, and the pursuit of any such
venture, even if competitive with the business of the Issuer Trust, shall not be


                                       44
<PAGE>
deemed  wrongful or improper.  Neither the Depositor, any Administrator, nor any
Issuer  Trustee shall be obligated to present any particular investment or other
opportunity to the Issuer Trust even if such opportunity is of a character that,
if  presented  to  the Issuer Trust, could be taken by the Issuer Trust, and the
Depositor,  any Administrator or any Issuer Trustee shall have the right to take
for  its own account (individually or as a partner or fiduciary) or to recommend
to  others  any  such  particular  investment  or other opportunity.  Any Issuer
Trustee  may  engage or be interested in any financial or other transaction with
the  Depositor  or any Affiliate of the Depositor, or may act as depository for,
trustee  or agent for, or act on any committee or body of holders of, securities
or  other  obligations  of  the  Depositor  or  its  Affiliates.

          SECTION  8.7.  CORPORATE  PROPERTY  TRUSTEE  REQUIRED;  ELIGIBILITY OF
TRUSTEES  AND  ADMINISTRATORS.

          (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
a  national or state chartered bank and eligible pursuant to the Trust Indenture
Act  to  act  as  such  and  has  a  combined  capital  and  surplus of at least
$50,000,000.00  If  any  such  Person  publishes  reports  of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority,  then  for  the  purposes  of  this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set  forth  in its most recent report of condition so published.  If at any time
the  Property  Trustee  with  respect  to the Trust Securities shall cease to be
eligible  in  accordance  with  the  provisions of this Section, it shall resign
immediately  in  the  manner  and  with the effect hereinafter specified in this
Article  VIII.  At  the  time  of  appointment,  the  Property Trustee must have
securities  rated  in one of the three highest rating categories by a nationally
recognized  statistical  rating  organization.

          (b)     There  shall  at  all  times  be  one  or  more Administrators
hereunder.  Each  Administrator 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.  An  employee,  officer  or Affiliate of the
Depositor  may  serve  as  an  Administrator.

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

          SECTION  8.8.  CONFLICTING  INTERESTS.

          (a)     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.


                                       45
<PAGE>
          (b)     The  Guarantee  and  the  Indenture  shall  be  deemed  to  be
sufficiently described in this Trust Agreement for the purposes of clause (i) of
the  first  proviso  contained  in  Section  310(b)  of the Trust Indenture Act.

          SECTION  8.9.  CO-TRUSTEES  AND  SEPARATE  TRUSTEE.

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

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

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

          (a)     The  Trust  Securities  shall  be  executed  by  one  or  more
Administrators, and the Trust Securities shall be authenticated and delivered by
the  Property  Trustee 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 Property Trustee specified
hereunder,  shall  be  exercised, solely by the Property Trustee and not by such
co-trustee  or  separate  trustee.

          (b)     The  rights,  powers, duties, and obligations hereby conferred
or  imposed upon the Property Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed by the
Property  Trustee  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.


                                       46
<PAGE>
          (c)     The  Property Trustee at any time, by an instrument in writing
executed  by  it,  with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under this
Section,  and,  in  case  a  Debenture  Event  of  Default  has  occurred and is
continuing,  the Property Trustee shall have power to accept the resignation of,
or  remove,  any  such co-trustee or separate trustee without the concurrence of
the  Depositor.  Upon the written request of the Property Trustee, the Depositor
shall  join with the Property Trustee in the execution, delivery and performance
of  all  instruments  and  agreements  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 8.9.

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

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

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

          SECTION  8.10.  RESIGNATION  AND  REMOVAL;  APPOINTMENT  OF SUCCESSOR.

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

          Subject to the immediately preceding paragraph, a Relevant Trustee may
resign  at any time by giving written notice thereof to the Holders.  The Holder
of  the  Common Securities shall appoint a successor by requesting from at least
three  Persons  meeting the eligibility requirements its expenses and charges to
serve  as  the  successor  trustee on a form provided by the Administrators, and
selecting  the  Person  who  agrees  to the lowest expenses and charges.  If the
instrument of acceptance by the successor trustee required by Section 8.11 shall
not  have been delivered to the Relevant Trustee within 60 days after the giving
of such notice of resignation, the Relevant Trustee may petition, at the expense
of the Issuer Trust, any court of the State of Delaware for the appointment of a
successor  Relevant  Trustee.

          The  Property  Trustee  or  the Delaware Trustee may be removed at any
time  (i)  for  cause  (including  upon  the  occurrence  of an Event of Default
described  in  subparagraph  (5)  of  the definition thereof with respect to the
Relevant Trustee) by the Holder of the Common Securities, or (ii) if a Debenture
Event  of  Default  shall have occurred and be continuing at any time, by Act of
the  Holders  of  at  least  a  Majority  in  Liquidation  Amount of the Capital
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf  of  the  Issuer  Trust).

          If  a  Relevant Trustee shall be removed or become incapable of acting
as  Issuer  Trustee,  or  if any vacancy shall occur in the office of any Issuer
Trustee  for  any  cause,  the  Holder  of  the Common Securities shall promptly


                                       47
<PAGE>
appoint  a  successor  Relevant  Trustee  or Trustees, and such successor Issuer
Trustee shall comply with the applicable requirements of Section 8.11, provided,
however,  if  a Debenture Event of Default shall have occurred and be continuing
at  such  time,  the Holders of the Capital Securities, by Act of the Holders of
record  of  not  less  than  25%  in aggregate Liquidation Amount of the Capital
Securities  than  Outstanding  delivered to such Relevant Trustee, shall appoint
such successor trustee.  If no successor trustee shall have been so appointed by
the Holder of the Common Securities or the Holders of the Capital Securities, as
applicable,  or  shall  not  have accepted appointment in the manner required by
Section  8.11  hereof, any Holder, on behalf of himself and all others similarly
situated,  or  any  other Issuer Trustee, may petition any court in the State of
Delaware  for  the  appointment  of  a  successor  trustee.

          The  Property  Trustee  shall give notice of each resignation and each
removal of a Relevant Trustee and each appointment of a successor trustee to all
Holders  in  the  manner  provided  in Section 10.8 and shall give notice to the
Depositor  and to the Administrators.  Each notice shall include the name of the
Relevant  Trustee  and  the  address  of its Corporate Trust Office if it is the
Property  Trustee.

          Notwithstanding  the  foregoing  or  any other provision of this Trust
Agreement,  in  the  event  any Delaware Trustee who is a natural person dies or
becomes,  in  the opinion of the Holder of the Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be  filled  by  the Property Trustee following the procedures regarding expenses
and  charges set forth above (with the successor in each case being a Person who
satisfies the eligibility requirements for the Delaware Trustee, as the case may
be,  set  forth  in  Section  8.7).

          SECTION  8.11.  ACCEPTANCE  OF  APPOINTMENT  BY  SUCCESSOR.

          In  case of the appointment hereunder of a successor Relevant Trustee,
the  retiring  Relevant  Trustee  and  each  such successor Relevant Trustee (if
requested  by the Depositor) with respect to the Trust Securities shall execute,
acknowledge  and  deliver  an  amendment  hereto wherein each successor Relevant
Trustee  shall  accept  such  appointment  and  which  (a)  shall  contain  such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest  in,  each  successor  Relevant  Trustee all the rights, powers, trusts and
duties of the retiring Relevant Trustee with respect to the Trust Securities and
the  Issuer  Trust, and (b) shall add to or change any of the provisions of this
Trust  Agreement  as  shall  be  necessary  to  provide  for  or  facilitate the
administration  of  the Issuer Trust by more than one Relevant Trustee, it being
understood  that  nothing  herein  or  in  such  amendment shall constitute such
Relevant  Trustee  a  co-trustee,  and  upon  the execution and delivery of such
amendment,  the  resignation  or  removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee,  without  any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on  request  of the Issuer 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
Issuer  Trust.


                                       48
<PAGE>
          Upon  request of any such successor Relevant Trustee, the Issuer Trust
shall  execute  any  and all instruments for more fully and certainly vesting in
and  confirming  to  such successor Relevant Trustee all such rights, powers and
trusts  referred  to  in  the  preceding  paragraph.

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

          SECTION  8.12.  MERGER,  CONVERSION,  CONSOLIDATION  OR  SUCCESSION TO
BUSINESS.

          Any Person into which the Property Trustee or the Delaware Trustee may
be  merged  or  converted  or  with  which it may be consolidated, or any Person
resulting  from  any  merger, conversion or consolidation to which such Relevant
Trustee  shall  be a party, or any 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 that 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  8.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR
ISSUER  TRUST.

          If  and when the Property Trustee shall be or become a creditor of the
Depositor (or any other obligor upon the Trust Securities), the Property Trustee
shall  be  subject  to  the  provisions of the Trust Indenture Act regarding the
collection  of  claims against the Depositor (or any such other obligor) only if
this  Trust  Agreement  is  subject  to  the  Trust  Indenture  Act.

          SECTION  8.14.  TRUSTEE  MAY  FILE  PROOFS  OF  CLAIM.

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

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

          (b)     to collect and receive any monies or other property payable or
deliverable  on  any  such claims and to distribute the same; and any custodian,
receiver,  assignee, trustee, liquidator, sequestrator or other similar official


                                       49
<PAGE>
in any such judicial proceeding is hereby authorized by each Holder to make such
payments  to  the  Property Trustee and, in the event the Property Trustee shall
consent  to  the  making of such payments directly to the Holders, to pay to the
Property  Trustee  any  amount due it for the reasonable compensation, expenses,
disbursements  and advances of the Property Trustee, its agents and counsel, and
any  other  amounts  due  the  Property  Trustee.

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

          SECTION  8.15.  REPORTS  BY  PROPERTY  TRUSTEE.

          (a)     Not later than January 31 of each year commencing with January
31,  2002, the Property Trustee shall transmit to all Holders in accordance with
Section  10.8,  and to the Depositor, a brief report dated as of the immediately
preceding  December  31  with  respect  to:

               (i)     its eligibility under Section 8.7 or, in lieu thereof, if
     to  the  best  of  its knowledge it has continued to be eligible under said
     Section,  a  written  statement  to  such  effect;  and

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

          (b)     In  addition  the  Property  Trustee shall transmit to Holders
such  reports  concerning  the Property Trustee and its actions under this Trust
Agreement  as  may  be required pursuant to the Trust Indenture Act at the times
and  in  the  manner  provided  pursuant  thereto.

          (c)     A  copy  of  each  such  report  shall,  at  the  time of such
transmission  to  Holders,  be filed by the Property Trustee with the Depositor.

          SECTION  8.16.  REPORTS  TO  THE  PROPERTY  TRUSTEE.

          The  Depositor  and  the  Administrators on behalf of the Issuer Trust
shall provide to the Property Trustee such documents, reports and information as
required  or  specified by Section 314 of the Trust Indenture Act (if any and to
the  extent  applicable) and the compliance certificate required or specified by
Section  314(a) of the Trust Indenture Act in the form, in the manner and at the
times  set  forth  in Section 314 of the Trust Indenture Act.  The Depositor and
the  Administrators  shall annually file with the Property Trustee a certificate
specifying whether such Person is in compliance with all the terms and covenants
applicable  to  such  Person  hereunder.

          SECTION  8.17.  EVIDENCE  OF  COMPLIANCE  WITH  CONDITIONS  PRECEDENT.


                                       50
<PAGE>
          Each  of  the Depositor and the Administrators on behalf of the Issuer
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions  precedent,  if any, provided for in this Trust Agreement that relate
to  any  of  the matters set forth in Section 314(c) of the Trust Indenture Act.
Any  certificate  or  opinion  required  to  be  given by an officer pursuant to
Section  314(c)(1)  of  the Trust Indenture Act shall be given in the form of an
Officers'  Certificate.

          SECTION  8.18.  NUMBER  OF  ISSUER  TRUSTEES.

          (a)     The  number  of  Issuer  Trustees  shall  be  two;  provided,
however,  the  Property Trustee and the Delaware Trustee may be the same Person,
in  which  case,  the  number  of  Issuer  Trustees  may  be  one.

          (b)     If  an  Issuer Trustee ceases to hold office for any reason, a
vacancy  shall  occur.  The  vacancy  shall  be  filled  with  an Issuer Trustee
appointed  in  accordance  with  Section  8.10.

          (c)     The  death,  resignation,  retirement,  removal,  bankruptcy,
incompetence  or incapacity to perform the duties of an Issuer Trustee shall not
operate to dissolve, terminate or annul the Issuer Trust or terminate this Trust
Agreement.

          SECTION  8.19.  DELEGATION  OF  POWER.

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

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

          SECTION  8.20.  APPOINTMENT  OF  ADMINISTRATORS.

          (a)     The  Administrators  shall  be  appointed by the Holder of the
Common  Securities  and may be removed by the Holder of the Common Securities or
may  resign  at  any  time.  Upon  any resignation or removal, the Holder of the
Common  Securities  shall appoint a successor Administrator.  Each Administrator
shall  execute  this  Trust  Agreement  thereby  agreeing to comply with, and be
legally  bound  by,  all  of  the terms, conditions and provisions of this Trust
Agreement.  If  at  any  time there is no Administrator, the Property Trustee or
any Holder who has been a Holder of Trust Securities for at least six months may
petition  any court of competent jurisdiction for the appointment of one or more
Administrators.


                                       51
<PAGE>
          (b)     Whenever  a  vacancy  in  the  number  of Administrators shall
occur,  until  such  vacancy is filled by the appointment of an Administrator in
accordance  with  this Section 8.20, the Administrators in office, regardless of
their  number (and notwithstanding any other provision of this Agreement), shall
have  all  the  powers granted to the Administrators and shall discharge all the
duties  imposed  upon  the  Administrators  by  this  Trust  Agreement.

          (c)     Notwithstanding  the foregoing, or any other provision of this
Trust  Agreement, in the event any Administrator who is a natural person dies or
becomes,  in the opinion of the Holder of the Common Securities, incompetent, or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be  filled  by  the  Holder of the Common Securities (with the successor being a
Person who satisfies the eligibility requirement for Administrators, as the case
may  be,  set  forth  in  Section  8.7).

          Except as otherwise provided in this Trust Agreement, or by applicable
law, any one Administrator may execute any document or otherwise take any action
which  the  Administrators  are  authorized  to take under this Trust Agreement.

                                   ARTICLE IX

                       DISSOLUTION, LIQUIDATION AND MERGER

SECTION  9.1.  DISSOLUTION  UPON  EXPIRATION  DATE.

          Unless  earlier  dissolved,  the  Issuer  Trust  shall  automatically
dissolve  on  January  1, 2033 (the "Expiration Date"), and thereafter the Trust
                                     ---------------
Property shall be distributed in accordance with Section 9.4.

          SECTION  9.2.  EARLY  DISSOLUTION.

          The  first  to  occur  of  any  of  the  following events is an "Early
                                                                           -----
Termination  Event,"  upon  the  occurrence  of  which  the  Issuer  Trust shall
------------------
dissolve:

          (a)     the  occurrence  of  the  appointment  of  a receiver or other
similar  official  in  any  liquidation,  insolvency  or similar proceeding with
respect  to  the Depositor or all or substantially all of its property, or entry
by  a court or other governmental agency of a decree or order and such decree or
order shall remain unstayed and undischarged for a period of 60 days, unless the
Depositor  shall  transfer the Common Securities as provided by Section 5.11, in
which  case  this  provision shall refer instead to any such successor Holder of
the  Common  Securities;

          (b)     the  written direction to the Property Trustee from the Holder
of  the  Common  Securities  at any time to dissolve the Issuer Trust and, after
paying  or making reasonable provision to pay all charges and obligations of the
Issuer  Trust  in accordance with Section 3808(e) of the Delaware Business Trust
Act, to distribute the Junior Subordinated Debentures to Holders in exchange for
the  Trust  Securities  (which direction, subject to Section 9.4(a), is optional
and  wholly  within  the  discretion  of  the  Holder of the Common Securities);


                                       52
<PAGE>
          (c)     the  repayment  of all of the Capital Securities in connection
with  the  repayment  at  maturity  or redemption of all the Junior Subordinated
Debentures;  and

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

          SECTION  9.3.  TERMINATION.

          As soon as is practicable after the occurrence of an event referred to
in Section 9.1 or 9.2, and upon the completion of the winding-up and liquidation
of the Issuer Trust, the Administrators and the Issuer Trustees (each of whom is
hereby  authorized to take such action) shall file a certificate of cancellation
with  the  Secretary  of  State  of the State of Delaware terminating the Issuer
Trust  and, upon such filing, the respective obligations and responsibilities of
the  Issuer  Trustees,  the  Administrators  and  the  Issuer  Trust created and
continued  hereby  shall  terminate.

          SECTION  9.4.  LIQUIDATION.

          (a)     If  an Early Termination Event specified in clause (a), (b) or
(d) of Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be
wound-up and liquidated by the Property Trustee as expeditiously as the Property
Trustee  determines  to  be  possible  by  distributing,  after paying or making
reasonable  provision  to  pay all claims and obligations of the Issuer Trust in
accordance  with  Section  3808(e)  of  the Delaware Business Trust Act, to each
Holder  a  Like  Amount  of  Junior  Subordinated Debentures, subject to Section
9.4(d).  Notice  of  liquidation  shall  be  given  by  the  Property Trustee by
first-class  mail,  postage  prepaid,  mailed not later than 15 nor more than 45
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  will no longer be deemed to be Outstanding and any Trust
     Securities  Certificates  not  surrendered  for  exchange will be deemed to
     represent  a  Like  Amount  of  Junior  Subordinated  Debentures;  and

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

          (b)     Except  where  Section  9.2(c)  or 9.4(d) applies, in order to
effect  the  liquidation  of  the  Issuer  Trust  and distribution of the Junior
Subordinated  Debentures  to  Holders,  the  Property  Trustee shall establish a
record date for such distribution (which shall be not more than 30 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


                                       53
<PAGE>
shall  deem  appropriate  to  effect  the  distribution  of  Junior Subordinated
Debentures  in  exchange  for  the  Outstanding  Trust  Securities Certificates.

          (c)     Except  where  Section  9.2(c)  or  9.4(d)  applies, after the
Liquidation  Date,  (i)  the  Trust  Securities  will  no longer be deemed to be
Outstanding, (ii) the Clearing Agency for the Capital Securities or its nominee,
as  the  registered  Holder of the Global Capital Securities Certificates, shall
receive  a registered global certificate or certificates representing the Junior
Subordinated  Debentures  to be delivered upon such distribution with respect to
Capital  Securities  held  by  the Clearing Agency or its nominee, and (iii) any
Trust  Securities  Certificates  not held by the Clearing Agency for the Capital
Securities  or  its  nominee as specified in clause (ii) above will be deemed to
represent  Junior Subordinated 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.

          (d)     If,  notwithstanding the other provisions of this Section 9.4,
whether  because  of  an  order  for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Junior Subordinated Debentures is
not  practical,  or  if  any  Early Termination Event specified in clause (c) of
Section  9.2 occurs, the Issuer Trust shall be dissolved, and the Trust Property
shall  be  liquidated,  by  the  Property Trustee in such manner as the Property
Trustee determines.  In such event, on the date of the dissolution of the Issuer
Trust, Holders will be entitled to receive out of the assets of the Issuer Trust
available  for  distribution  to  Holders,  after  paying  or  making reasonable
provision  to  pay  all claims and obligations of the Issuer Trust in accordance
with  Section 3808(e) of the Delaware Business Trust Act, an amount equal to the
aggregate  of  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, the Liquidation Distribution can
------------
be  paid only in part because the Issuer 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  Issuer Trust on the Trust
Securities  shall  be paid on a pro rata basis (based upon Liquidation Amounts).
The  Holder  of  the  Common  Securities will be entitled to receive Liquidation
Distributions upon any such dissolution, pro rata (determined as aforesaid) with
Holders  of  Capital Securities, except that, if a Debenture Event of Default in
Sections  5.1(1)  or 5.1(2) of the Indenture has occurred and is continuing, the
Capital  Securities shall have a priority over the Common Securities as provided
in  Section  4.3.

          SECTION  9.5.  MERGERS,  CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS
OF  THE  ISSUER  TRUST.

          The  Issuer 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 entity, except pursuant to this Section 9.5
or Section 9.4.  At the request of the Holder of the Common Securities, and with
the  consent  of the Holders of at least a Majority in Liquidation Amount of the
Capital  Securities,  but without the consent of the Issuer Trustees, the Issuer
Trust  may  merge  with  or  into, consolidate, amalgamate, or be replaced by or


                                       54
<PAGE>
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
Issuer  Trust  with respect to the Capital Securities or (b) substitutes for the
Capital  Securities  other securities having substantially the same terms as the
Capital Securities (the "Successor Capital Securities") so long as the Successor
                         ----------------------------
Capital Securities have the same priority as the Capital Securities with respect
to distributions and payments upon liquidation, redemption and otherwise, (ii) a
trustee  of  such  successor entity possessing the same powers and duties as the
Property  Trustee is appointed to hold the Junior Subordinated Debentures, (iii)
such  merger,  consolidation, amalgamation, replacement, conveyance, transfer or
lease  does  not  cause  the Capital Securities (including any Successor Capital
Securities)  to  be  downgraded  by any nationally recognized statistical rating
organization,  if  such  Capital  Securities  have been rated by such nationally
recognized  statistical  rating  organization,  (iv) such merger, consolidation,
amalgamation,  replacement,  conveyance,  transfer  or  lease does not adversely
affect  the  rights,  preferences  and  privileges of the holders of the Capital
Securities (including any Successor Capital Securities) in any material respect,
(v)  such  successor entity has a purpose substantially identical to that of the
Issuer  Trust,  (vi)  prior  to  such  merger,  consolidation,  amalgamation,
replacement,  conveyance,  transfer  or  lease, the Issuer Trust has received an
Opinion  of  Counsel  from a firm experienced in such matters 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 Capital Securities (including any Successor Capital Securities)
in  any  material  respect,  and  (b)  following  such  merger,  consolidation,
amalgamation,  replacement,  conveyance,  transfer  or lease, neither the Issuer
Trust  nor  such successor entity will be required to register as an "investment
company"  under  the  Investment  Company  Act  and  (vii)  the Depositor or any
permitted  transferee to whom it has transferred the Common Securities hereunder
owns  all  of  the common securities of such successor entity and guarantees the
obligations  of  such successor entity under the Capital Securities or Successor
Capital  Securities  at  least  to  the  extent  provided  by  the  Guarantee.
Notwithstanding  the  foregoing,  the  Issuer  Trust  shall not, except with the
consent  of  Holders  of  100%  in Liquidation Amount of the Capital 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  entity  or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger, replacement,
conveyance,  transfer  or  lease  would  cause the Issuer Trust or the successor
entity  to  be  taxable  other than as a grantor trust for United States Federal
income  tax  purposes.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

          SECTION  10.1.  LIMITATION  OF  RIGHTS  OF  HOLDERS.

          Except  as  set  forth  in  Section  9.2, the bankruptcy, dissolution,
termination, 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 or personal representatives or heirs of such
Person or any Holder for such Person, to claim an accounting, take any action or
bring  any  proceeding  in  any  court  for  a  partition  or  winding-up of the


                                       55
<PAGE>
arrangements  contemplated  hereby, nor otherwise affect the rights, obligations
and  liabilities  of  the  parties hereto or any of them.  Any merger or similar
agreement shall be executed by the Administrators on behalf of the Issuer Trust.

          SECTION  10.2.  AMENDMENT.

          (a)     This  Trust  Agreement may be amended from time to time by the
Holder  of  the  Common  Securities,  without  the  consent of any Holder of the
Capital  Securities  (i)  to  cure  any  ambiguity,  correct  or  supplement any
provision  herein  which may be inconsistent with any other provision herein, or
to  make any other provisions with respect to matters or questions arising under
this  Trust  Agreement,  provided,  however,  such amendment shall not adversely
affect  in  any  material respect the interests of any Holder or (ii) to modify,
eliminate  or  add  to  any provisions of this Trust Agreement to such extent as
shall  be  necessary  to  ensure that the Issuer Trust will not be taxable other
than  as  a  grantor  trust for United States Federal income tax purposes at any
time  that  any  Trust  Securities  are Outstanding or to ensure that the Issuer
Trust  will  not  be  required  to  register  as an investment company under the
Investment  Company  Act.

          (b)     Except as provided in Section 10.2(c) hereof, any provision of
this Trust Agreement may be amended by  the Holder of the Common Securities with
(i)  the  consent of Holders of at least a Majority in Liquidation Amount of the
Capital  Securities  and  (ii)  receipt  by the Issuer Trustees of an Opinion of
Counsel  to  the effect that such amendment or the exercise of any power granted
to  the  Issuer  Trustees  in accordance with such amendment will not affect the
Issuer Trust's being taxable as a grantor trust for United States Federal income
tax  purposes  or  the  Issuer  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  Holder, this Trust
Agreement  may  not  be  amended  to  (i)  change  the  amount  or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any  Distribution required to be made in respect of the Trust Securities as of a
specified  date or (ii) restrict the right of a Holder to institute suit for the
enforcement  of  any  such  payment  on  or  after  such  date.

          (d)     Notwithstanding  any other provisions of this Trust Agreement,
no  Issuer  Trustee  shall  enter into or consent to any amendment to this Trust
Agreement which would cause the Issuer Trust to fail or cease to qualify for the
exemption  from  status  as an "investment company" under the Investment Company
Act  or  be  taxable  other  than  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 and the Administrators, this
Trust  Agreement  may  not  be  amended in a manner which imposes any additional
obligation  on  the  Depositor  or  the  Administrators.

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


                                       56
<PAGE>
          (g)     No  amendment  to  this  Trust  Agreement  may be adopted that
adversely  affects  the  Property  Trustee's  or  the Delaware Trustee's rights,
duties or immunities under this Trust Agreement, except with the consent of such
Property Trustee or Delaware Trustee.  The Property Trustee shall be entitled to
receive  an  Opinion  of  Counsel  and an Officers' Certificate stating that any
amendment  to  this  Trust Agreement is in compliance with this Trust Agreement.

          (h)     Any  amendments  to  this  Trust  Agreement  made  pursuant to
Section 10.2(a) shall become effective when notice of such amendment is given to
the  Holders  of  the  Trust  Securities.

          SECTION  10.3.  SEPARABILITY.

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

          SECTION  10.4.  GOVERNING  LAW.

          THIS  TRUST  AGREEMENT  AND  THE RIGHTS AND OBLIGATIONS OF EACH OF THE
HOLDERS,  THE  ISSUER  TRUST,  THE  DEPOSITOR,  THE  ISSUER  TRUSTEES  AND  THE
ADMINISTRATORS  SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF  THE  STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH
LAWS  WITHOUT  REGARD  TO  THE  PRINCIPLES  OF  CONFLICT OF LAWS OF THE STATE OF
DELAWARE  OR  ANY  OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE
LAW  OF  ANY  JURISDICTION  OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER,
THAT  THERE  SHALL  NOT  BE  APPLICABLE  TO  THE  HOLDERS, THE ISSUER TRUST, THE
DEPOSITOR,  THE  ISSUER TRUSTEES, THE ADMINISTRATORS OR THIS TRUST AGREEMENT ANY
PROVISION  OF THE LAWS (STATUTORY OR COMMON) OF THE STATE OF DELAWARE PERTAINING
TO  TRUSTS  OTHER  THAN  THE  DELAWARE  BUSINESS  TRUST  ACT  THAT RELATE TO  OR
REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF (A) THE FILING WITH ANY
COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE
FEES  AND  CHARGES,  (B)  AFFIRMATIVE  REQUIREMENTS  TO POST BONDS FOR TRUSTEES,
OFFICERS,  AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT
OR  OTHER  GOVERNMENTAL  APPROVAL  CONCERNING  THE  ACQUISITION,  HOLDING  OR
DISPOSITION  OF  REAL  OR  PERSONAL  PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO
TRUSTEES,  OFFICERS,  AGENTS  OR  EMPLOYEES  OF  A  TRUST, (E) THE ALLOCATION OF
RECEIPTS  AND  EXPENDITURES  TO  INCOME  OR  PRINCIPAL,  (F)  RESTRICTIONS  OR
LIMITATIONS  ON  THE  PERMISSIBLE  NATURE,  AMOUNT  OR  CONCENTRATION  OF  TRUST
INVESTMENTS  OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF
HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER
STANDARDS  OF  RESPONSIBILITY  OR  LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES


                                       57
<PAGE>
THAT  ARE  INCONSISTENT  WITH  THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND
POWERS OF THE ISSUER TRUSTEES OR THE ADMINISTRATOR AS SET FORTH OR REFERENCED IN
THIS  TRUST  AGREEMENT.  SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT
APPLY  TO  THE  ISSUER  TRUST.

          SECTION  10.5.  PAYMENTS  DUE  ON  NON-BUSINESS  DAY.

          If the date fixed for any payment on any Trust Security shall be a day
that  is not a Business Day, then such payment need not be made on such date but
may  be  made  on the next succeeding day that is a Business Day except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made  on  the  immediately  preceding  Business Day, in each case, with the same
force  and  effect  as  though  made  on the date fixed for such payment, and no
Distributions  or interest shall accumulate on such unpaid amount for the period
after  such  date.

          SECTION  10.6.  SUCCESSORS.

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

          SECTION  10.7.  HEADINGS.

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

          SECTION  10.8.  REPORTS,  NOTICES  AND  DEMANDS.

          Any  report,  notice,  demand  or  other  communication  that  by  any
provision of this Trust Agreement is required or permitted to be given or served
to  or  upon  any  Holder  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 Capital Securities, to such Holder as such Holder's name and address
may  appear  on  the  Securities  Register; and (b) in the case of the Holder of
Common  Securities or the Depositor, to Peoples Bancorp of North Carolina, Inc.,
518  West  C  Street,  Newton, North Carolina  28658, Attention:  Tony W. Wolfe,
facsimile  no.: (828) 465-6780 or to such other address as may be specified in a
written notice by the Depositor to the Property Trustee.  Such notice, demand or
other  communication  to  or  upon  a  Holder  shall  be  deemed  to  have  been
sufficiently  given  or  made,  for all purposes, upon hand delivery, mailing or
transmission.  Such  notice,  demand  or  other  communication  to  or  upon the
Depositor  shall  be  deemed  to  have been sufficiently given or made only upon
actual  receipt  of  the  writing  by  the  Depositor.

          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


                                       58
<PAGE>
the  Issuer  Trust,  the  Property  Trustee,  the  Delaware  Trustee,  the
Administrators,  or  the Issuer Trust shall be given in writing addressed (until
another  address is published by the Issuer Trust) as follows:  (a) with respect
to  the  Property Trustee to Wilmington Trust Company, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention:  Corporate Trust Administration; (b)
with  respect  to  the Delaware Trustee to 1100 North Market Street, Wilmington,
Delaware  19890-0001,  Attention:  Corporate  Trust Administration; and (c) with
respect  to  the Administrators, to them at the address above for notices to the
Depositor,  marked  "Attention:  PEBK  Capital  Trust  I  Administrators."  Such
notice,  demand  or  other  communication  to  or  upon  the Issuer Trust or the
Property  Trustee  shall  be deemed to have been sufficiently given or made only
upon actual receipt of the writing by the Issuer Trust, the Property Trustee, or
such  Administrator.

          SECTION  10.9.  AGREEMENT  NOT  TO  PETITION.

          Each  of  the  Issuer  Trustees,  the Administrators and the Depositor
agree  for  the benefit of the Holders that, until at least one year and one day
after  the  Issuer Trust has been terminated in accordance with Article IX, they
shall  not  file,  or join in the filing of, a petition against the Issuer Trust
under  any  bankruptcy,  insolvency,  reorganization  or  other  similar  law
(including,  without  limitation,  the  United  States  Bankruptcy  Code)
(collectively,  "Bankruptcy  Laws") or otherwise join in the commencement of any
                 ----------------
proceeding  against the Issuer Trust under any Bankruptcy Law.  In the event the
Depositor  takes  action in violation of this Section 10.9, the Property Trustee
agrees,  for  the  benefit  of Holders, that at the expense of the Depositor, it
shall  file  an  answer  with  the  bankruptcy court or other court or otherwise
properly contest the filing of such petition by the Depositor against the Issuer
Trust  or  the  commencement  of  such  action  and  raise  the defense that the
Depositor  has  agreed in writing not to take such action and should be estopped
and  precluded  therefrom  and  such  other defenses, if any, as counsel for the
Issuer  Trustee  or  the  Issuer  Trust  may  assert.  If  any Issuer Trustee or
Administrator  takes  action  in  violation  of this Section 10.9, the Depositor
agrees, for the benefit of the Holders, that at the expense of the Depositor, it
shall file an answer with the bankruptcy court or otherwise properly contest the
filing of such petition by such Person against the Depositor or the commencement
of  such action and raise the defense that such Person has agreed in writing not
to  take  such  action  and  should be estopped and precluded therefrom and such
other  defenses,  if  any, as counsel for the Issuer Trustee or the Issuer Trust
may  assert.  The  provisions of this Section 10.9 shall survive the termination
of  this  Trust  Agreement.

          SECTION  10.10.  TRUST  INDENTURE  ACT;  CONFLICT WITH TRUST INDENTURE
ACT.

          (a)     Trust Indenture Act; Application.  (i) This Trust Agreement is
subject  to  the provisions of the Trust Indenture Act that are required to be a
part of this Trust Agreement and shall, to the extent applicable, be governed by
such  provisions;  (ii)  if  and  to the extent that any provision of this Trust
Agreement limits, qualifies or conflicts with the duties imposed by Sections 310
to  317,  inclusive,  of  the  Trust  Indenture  Act,  such imposed duties shall
control;  (iii)  for  purposes of this Trust Agreement, the Property Trustee, to
the  extent  permitted by applicable law and/or the rules and regulations of the
Commission, shall be the only Issuer Trustee which is a trustee for the purposes
of  the Trust Indenture Act; and (iv) the application of the Trust Indenture Act
to  this  Trust  Agreement shall not affect the nature of the Capital Securities


                                       59
<PAGE>
and the Common Securities as equity securities representing undivided beneficial
interests  in  the  assets  of  the  Issuer  Trust.

          (b)     Lists  of  Holders  of  Capital  Securities.  (i)  Each of the
Depositor  and  the  Administrators  on  behalf  of  the Trust shall provide the
Property  Trustee  with  such information as is required under Section 312(a) of
the  Trust  Indenture  Act  at  the  times and in the manner provided in Section
312(a)  and  (ii)  the  Property Trustee shall comply with its obligations under
Sections  310(b),  311  and  312(b)  of  the  Trust  Indenture  Act.

          (c)     Reports by the Property Trustee.  Within 60 days after January
31  of each year commencing January 31, 2002, the Property Trustee shall provide
to  the  Holders of the Trust Securities such reports as are required by Section
313  of  the  Trust Indenture Act, if any, in the form, in the manner and at the
times  provided by Section 313 of the Trust Indenture Act.  The Property Trustee
shall also comply with the requirements of Section 313(d) of the Trust Indenture
Act.

          (d)     Periodic  Reports  to Property Trustee.  Each of the Depositor
and  the  Administrators  on  behalf  of  the  Issuer Trust shall provide to the
Property  Trustee,  the  Commission  and the Holders of the Trust Securities, as
applicable,  such  documents,  reports  and  information  as  may be required by
Section  315(a)(1)  - (3) (if any) of the Trust Indenture Act and the compliance
certificates  required  by  Section 314(a)(4) and (c) of the Trust Indenture Act
(provided  that  any certificate to be provided pursuant to Section 314(a)(4) of
the  Trust  Indenture  Act  shall be provided within 120 days of the end of each
fiscal  year  of  the  Issuer  Trust).

          (e)     Evidence of Compliance with Conditions Precedent.  Each of the
Depositor  and the Administrators on behalf of the Issuer Trust shall provide to
the  Property Trustee such evidence of compliance with any conditions precedent,
if  any, provided for in this Trust Agreement which 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  pursuant  to  Section 314(c) shall comply with
Section  314(e)  of  the  Trust  Indenture  Act.

          (f)     Disclosure  Information.  The  disclosure of information as to
the  names  and  addresses of the Holders of Trust Securities in accordance with
Section 312 of the Trust Indenture Act, regardless of the source from which such
information  was  derived, shall not be deemed to be a violation of any existing
law  or  any  law hereafter enacted which does not specifically refer to Section
312  of  the  Trust  Indenture  Act,  nor  shall  the  Property  Trustee be held
accountable  by  reason of mailing any material pursuant to a request made under
Section  312(b)  of  the  Trust  Indenture  Act.

          SECTION  10.11.  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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER  MANIFESTATION OF ASSENT,  SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY


                                       60
<PAGE>
OF  ALL  THE  TERMS  AND  PROVISIONS  OF THIS TRUST AGREEMENT, THE GUARANTEE THE
INDENTURE,  AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE
GUARANTEE  AND  THE  INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER
TRUST,  SUCH  HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT  SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST
AND  SUCH  HOLDER  AND  SUCH  OTHERS.

                                     * * * *

          This instrument may be executed in any number of counterparts, each of
which  so  executed shall be deemed to be an original, but all such counterparts
shall  together  constitute  but  one  and  the  same  instrument.



                            [SIGNATURES ON NEXT PAGE]


                                       61
<PAGE>
          IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Trust
Agreement to be duly executed, all as of the day and year first above written.


                         PEOPLES BANCORP OF NORTH CAROLINA, INC.,
                         as  Depositor


                         By:  /s/  Tony  W.  Wolfe
                             -------------------------------------------
                         Name:     Tony  W.  Wolfe
                         Title:    President and Chief Executive Officer


                         WILMINGTON  TRUST  COMPANY,
                         as Property Trustee, and not in its individual capacity


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


                         WILMINGTON  TRUST  COMPANY,
                         as Delaware Trustee, and not in its individual capacity


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

                         By:  /s/  Tony  W.  Wolfe
                             -------------------------------------------
                         Name:     Tony  W.  Wolfe
                         Title:    Administrator


                         By:  /s/  Joseph  F.  Beaman, Jr.
                             -------------------------------------------
                         Name:     Joseph  F.  Beaman
                         Title:    Administrator


                         By:  /s/  A.  Joseph  Lampron
                             -------------------------------------------
                         Name:     A.  Joseph  Lampron
                         Title:    Administrator


                                       62
<PAGE>
                                    EXHIBIT A


                              CERTIFICATE OF TRUST
                                       OF
                              PEBK CAPITAL TRUST I




<PAGE>
                                    EXHIBIT B


                        RESTRICTED SECURITIES CERTIFICATE

                     (FOR TRANSFERS PURSUANT TO SEC. 5.5(B)
                             OF THE TRUST AGREEMENT)


Wilmington  Trust  Company,
as  Security  Registrar
1100  North  Market  Street
Wilmington,  Delaware  19890-0001
Attention:    Corporate Trust Administration

          Re:  Floating  Rate  Capital  Securities  ("Capital Securities")
                                                      -------
               of PEBK Capital Trust I (the "Trust")
                                             -----

          Reference  is  made to the Amended and Restated Trust Agreement, dated
as of December ___, 2001 (the "Trust Agreement"), among Peoples Bancorp of North
                               ---------------
Carolina,  Inc., as Depositor, Wilmington Trust Company, as Property Trustee and
as  Delaware  Trustee,  the  Administrators  named  therein, and the Holders (as
defined  therein) from time to time.  Terms used herein and defined in the Trust
Agreement  or  in  Regulation D, Rule 144A or Rule 144 under the U.S. Securities
Act  of  1933  (the  "Securities  Act")  are  used  herein  as  so  defined.
                      ---------------

          This  certificate  relates to $__________ aggregate Liquidation Amount
of  Capital Securities, which are evidenced by the following certificate(s) (the
"Specified  Securities"):
 ---------------------

          CUSIP  No(s).  _________________________

          CERTIFICATE  No(s).  ___________________

          CURRENTLY IN BOOK-ENTRY FORM:  ___Yes  ____No  (check one)

          The  person  in  whose  name  this  certificate is executed below (the
"Undersigned")  hereby certifies that either (i) it is the sole beneficial owner
 -----------
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners  of  the  Specified  Securities  and is duly authorized by them to do so.
Such  beneficial  owner  or  owners  are  referred to herein collectively as the
"Owner."  If  the  Specified  Securities  are  represented  by  a Global Capital
Securities  Certificate, they are held through the Clearing Agency or a Clearing
Agency Participant in the name of the Undersigned, as or on behalf of the Owner.
If  the  Specified Securities are not represented by a Global Capital Securities
Certificate, they are registered in the name of the Undersigned, as or on behalf
of  the  Owner.

          The  Owner  has requested that the Specified Securities be transferred
to  a  person  (the  "Transferee")  who  will  take  delivery  in  the form of a
                      ----------


<PAGE>
Restricted Capital Security.  In connection with such transfer, the Owner hereby
certifies  that, unless such transfer is being effected pursuant to an effective
registration  statement  under  the  Securities  Act,  it  is  being effected in
accordance  with  Rule  144A,  Rule  904 or Rule 144 under the Securities Act or
other  exemption  from registration under the Securities Act, and all applicable
securities  laws  of  the  states  of the United States and other jurisdictions.
Accordingly,  the  Owner  hereby  further  certifies  as  follows:

     1.     RULE 144A TRANSFERS. If the transfer is being effected in accordance
with  Rule  144A:

          (A)     the  Specified  Securities  are  being transferred to a person
that  the  Owner  and  any  person  acting on its behalf reasonably believe is a
"qualified  institutional  buyer" within the meaning of Rule 144A, acquiring for
its  own  account  or  for  the  account of a qualified institutional buyer; and

          (B)     the  Owner  and  any  person  acting  on its behalf have taken
reasonable  steps  to  ensure that the Transferee is aware that the Owner may be
relying  on  Rule  144A  in  connection  with  the  transfer.

     2.     RULE 904 TRANSFERS.  If the transfer is being effected in accordance
with  Rule  904:

          (A)     the  Owner  is not a distributor of the Capital Securities, an
affiliate  of  the  Depositor  or  the Trust or any such distributor or a person
acting  on  behalf  of  any  of  the  foregoing;

          (B)     the offer of the Specified Securities was not made to a person
in  the  United  States;

          (C)     either:

               (i)  at the time the buy order was originated, the Transferee was
                    outside the United States or the Owner and any person acting
                    on  its  behalf  reasonably believed that the Transferee was
                    outside  the  United  States,  or

               (ii) the  transaction  is  being  executed  in, on or through the
                    facilities  of  the  Eurobond  market,  as  regulated by the
                    Association  of  International  Bond  Dealers,  or  another
                    designated  offshore securities market and neither the Owner
                    nor  any  person  acting  on  its  behalf  knows  that  the
                    transaction  has been prearranged with a buyer in the United
                    States;

          (D)     no  directed selling efforts within the meaning of Rule 902 of
Regulation S have been made in the United States by or on behalf of the Owner or
any  affiliate  thereof;  and


                                        2
<PAGE>
          (E)     the  transaction  is not part of a plan or scheme to evade the
registration  requirements  of  the  Securities  Act.

     3.     RULE  144  TRANSFERS.  If the transfer is being effected pursuant to
Rule  144:

          (A)     the  transfer  is occurring after a holding period of at least
one  year (computed in accordance with paragraph (d) of Rule 144 or such shorter
time  as  may  be  provided  therein)  has  elapsed since the date the Specified
Securities  were  acquired  from the Depositor or the Trust or from an affiliate
(as  such  term  is defined in Rule 144) of the Depositor or the Trust, with the
full  amount  of  the  purchase price paid at the date of purchase, whichever is
later, and is being effected in accordance with the applicable amount, manner of
sale and notice requirements of paragraphs (c), (e), (f) and (h) of Rule 144; or

          (B)     the  transfer  is occurring after a holding period of at least
two  years  (or  such shorter time as may be provided in Rule 144(k) has elapsed
since  the date the Specified Securities were acquired from the Depositor or the
Trust  or  from  an  affiliate  (as  such  term  is  defined in Rule 144) of the
Depositor  or  the Trust, with the full amount of the purchase price paid at the
date  of  purchase,  whichever  is  later,  and the Owner is not, and during the
preceding three months has not been, an affiliate of the Depositor or the Trust.

     4.     OTHER  TRANSFERS.  If the Owner seeks to make a transfer in reliance
on any other exemption under the Securities Act, it shall attach hereto a letter
stating  the  exemption  relied upon and the facts under which such exemption is
available  for  the  requested  transfer, and shall attach an opinion of counsel
satisfactory  to  the  Depositor stating that such exemption is available and is
being  properly  used.

          This certificate and the statements contained herein are made for your
benefit  and  the  benefit  of  the  Depositor,  the  Trust  and  the  Holders.



Dated:________________        __________________________________________________
                              (Print  the  name of the Undersigned, as such term
                              is  defined  in  the  second  paragraph  of  this
                              certificate.)

                              By: ______________________________________________
                              Name: ____________________________________________
                              Title: ___________________________________________

                              (If the Undersigned is a corporation, partnership,
                              fiduciary  or  entity,  the  correct  name  of the
                              entity,  and  the  name  and  title  of the person
                              signing  on  behalf  of  the  Undersigned  must be
                              stated.)


                                        3
<PAGE>
                                    EXHIBIT C


                      FORM OF COMMON SECURITIES CERTIFICATE




<PAGE>
                                    EXHIBIT D


                     FORM OF CAPITAL SECURITIES CERTIFICATE




<PAGE>
                                    EXHIBIT E

                           FORM OF PLACEMENT AGREEMENT


<PAGE>

</data>
<field sid="SubDocument_conformedName_3">
<value>doc4.txt</value>
</field>
<combobox sid="SubDocument_conformedDocumentType_3">
<value>EX-4.(c)</value>
</combobox>
<field sid="SubDocument_description_3">
<value></value>
</field>
<data sid="data4">
<filename>doc4.txt</filename>
<mimedata>



                               GUARANTEE AGREEMENT


                                     BETWEEN


                     PEOPLES BANCORP OF NORTH CAROLINA, INC.
                                  AS GUARANTOR,


                                       AND


                            WILMINGTON TRUST COMPANY
                              AS GUARANTEE TRUSTEE,




                          DATED AS OF DECEMBER 19, 2001



<PAGE>
                              PEBK CAPITAL TRUST I

            CERTAIN SECTIONS OF THIS GUARANTEE AGREEMENT RELATING TO
                         SECTIONS 310 THROUGH 318 OF THE
                          TRUST INDENTURE ACT OF 1939:

TRUST INDENTURE                                             GUARANTEE AGREEMENT
  ACT SECTION                                                     SECTION
---------------                                            ---------------------

Section 310  (a) (1) . . . . . . . . . . . . . . . . . . . . . .  4.1 (a)
             (a) (2) . . . . . . . . . . . . . . . . . . . . . .  4.1 (a)
             (a) (3) . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
             (a) (4) . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
             (b) . . . . . . . . . . . . . . . . . . . . . . . .  2.8, 4.1 (c)
Section 311  (a) . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
             (b) . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
Section 312  (a) . . . . . . . . . . . . . . . . . . . . . . . .  2.2 (a)
             (b) . . . . . . . . . . . . . . . . . . . . . . . .  2.2 (b)
             (c) . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
Section 313  (a) . . . . . . . . . . . . . . . . . . . . . . . .  2.3
             (a) (4) . . . . . . . . . . . . . . . . . . . . . .  2.3
             (b) . . . . . . . . . . . . . . . . . . . . . . . .  2.3
             (c) . . . . . . . . . . . . . . . . . . . . . . . .  2.3
             (d) . . . . . . . . . . . . . . . . . . . . . . . .  2.3
Section 314  (a) . . . . . . . . . . . . . . . . . . . . . . . .  2.4
             (b) . . . . . . . . . . . . . . . . . . . . . . . .  2.4
             (c) (1) . . . . . . . . . . . . . . . . . . . . . .  2.5
             (c) (2) . . . . . . . . . . . . . . . . . . . . . .  2.5
             (c) (3) . . . . . . . . . . . . . . . . . . . . . .  2.5
             (e) . . . . . . . . . . . . . . . . . . . . . . . .  1.1, 2.5, 3.2
Section 315  (a) . . . . . . . . . . . . . . . . . . . . . . . .  3.1 (d)
             (b) . . . . . . . . . . . . . . . . . . . . . . . .  2.7
             (c) . . . . . . . . . . . . . . . . . . . . . . . .  3.1 (c)
             (d) . . . . . . . . . . . . . . . . . . . . . . . .  3.1 (d)
             (e) . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
Section 316  (a) . . . . . . . . . . . . . . . . . . . . . . . .  1.1, 2.6, 5.4
             (a) (1) (A) . . . . . . . . . . . . . . . . . . . .  5.4
             (a) (1) (B) . . . . . . . . . . . . . . . . . . . .  5.4
             (a) (2) . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
             (b) . . . . . . . . . . . . . . . . . . . . . . . .  5.3
             (c) . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
Section 317  (a) (1) . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
             (a) (2) . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
             (b) . . . . . . . . . . . . . . . . . . . . . . . .  Not Applicable
Section 318  (a) . . . . . . . . . . . . . . . . . . . . . . . .  2.1

Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a
       part  of  the  Guarantee  Agreement.


                                      (i)
<PAGE>
                                TABLE OF CONTENTS
                                -----------------


ARTICLE I.      DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . .   1
SECTION 1.1.    Definitions. . . . . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE II.     TRUST INDENTURE ACT. . . . . . . . . . . . . . . . . . . . .   4
SECTION 2.1.    Trust Indenture Act; Application . . . . . . . . . . . . . .   4
SECTION 2.2.    List of Holders. . . . . . . . . . . . . . . . . . . . . . .   5
SECTION 2.3.    Reports by the Guarantee Trustee . . . . . . . . . . . . . .   5
SECTION 2.4.    Periodic Reports to the Guarantee Trustee. . . . . . . . . .   5
SECTION 2.5.    Evidence of Compliance with Conditions Precedent . . . . . .   5
SECTION 2.6.    Events of Default; Waiver. . . . . . . . . . . . . . . . . .   6
SECTION 2.7.    Event of Default; Notice . . . . . . . . . . . . . . . . . .   6
SECTION 2.8.    Conflicting Interests. . . . . . . . . . . . . . . . . . . .   6

ARTICLE III.    POWERS, DUTIES AND RIGHTS OF THE
                GUARANTEE TRUSTEE. . . . . . . . . . . . . . . . . . . . . .   6
SECTION 3.1.    Powers and Duties of the Guarantee Trustee . . . . . . . . .   6
SECTION 3.2.    Certain Rights of Guarantee Trustee. . . . . . . . . . . . .   8
SECTION 3.3.    Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . .   9
SECTION 3.4.    Expenses . . . . . . . . . . . . . . . . . . . . . . . . . .   9

ARTICLE IV.     GUARANTEE TRUSTEE. . . . . . . . . . . . . . . . . . . . . .  10
SECTION 4.1.    Guarantee Trustee; Eligibility . . . . . . . . . . . . . . .  10
SECTION 4.2.    Appointment, Removal and Resignation of the Guarantee
                Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . .  10

ARTICLE V.      GUARANTEE. . . . . . . . . . . . . . . . . . . . . . . . . .  11
SECTION 5.1.    Guarantee. . . . . . . . . . . . . . . . . . . . . . . . . .  11
SECTION 5.2.    Waiver of Notice and Demand. . . . . . . . . . . . . . . . .  11
SECTION 5.3.    Obligations Not Affected . . . . . . . . . . . . . . . . . .  11
SECTION 5.4.    Rights of Holders. . . . . . . . . . . . . . . . . . . . . .  12
SECTION 5.5.    Guarantee of Payment . . . . . . . . . . . . . . . . . . . .  13
SECTION 5.6.    Subrogation. . . . . . . . . . . . . . . . . . . . . . . . .  13
SECTION 5.7.    Independent Obligations. . . . . . . . . . . . . . . . . . .  13

ARTICLE VI.     COVENANTS AND SUBORDINATION. . . . . . . . . . . . . . . . .  13
SECTION 6.1.    Subordination. . . . . . . . . . . . . . . . . . . . . . . .  13
SECTION 6.2.    Pari Passu Guarantees. . . . . . . . . . . . . . . . . . . .  13

ARTICLE VII.    TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . .  14
SECTION 7.1.    Termination. . . . . . . . . . . . . . . . . . . . . . . . .  14


                                      (ii)
<PAGE>
ARTICLE VIII.   MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . .  14
SECTION 8.1.    Successors and Assigns . . . . . . . . . . . . . . . . . . .  14
SECTION 8.2.    Amendments . . . . . . . . . . . . . . . . . . . . . . . . .  14
SECTION 8.3.    Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .  14
SECTION 8.4.    Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . .  16
SECTION 8.5.    Interpretation . . . . . . . . . . . . . . . . . . . . . . .  16
SECTION 8.6.    Governing Law. . . . . . . . . . . . . . . . . . . . . . . .  16
SECTION 8.7.    Counterparts . . . . . . . . . . . . . . . . . . . . . . . .  17


                                      (iii)
<PAGE>
                               GUARANTEE AGREEMENT

          THIS  GUARANTEE AGREEMENT,  dated as of December 19, 2001, is executed
and  delivered  by  PEOPLES  BANCORP  OF  NORTH CAROLINA, INC., a North Carolina
corporation (the "Guarantor"), having its principal office at 518 West C Street,
                  ---------
Newton,  North Carolina  28658, and WILMINGTON TRUST COMPANY, a Delaware banking
corporation,  as  trustee  (the  "Guarantee  Trustee"),  for  the benefit of the
                                  ------------------
Holders  (as  defined  herein)  from  time to time of the Capital Securities (as
defined  herein)  of  PEBK  CAPITAL TRUST I, a Delaware statutory business trust
(the  "Issuer  Trust").
       -------------

          Pursuant  to  an  Amended  and  Restated  Trust  Agreement (the "Trust
                                                                           -----
Agreement"),  dated  of  even  date  herewith,  among  Peoples  Bancorp of North
---------
Carolina, Inc., as Depositor, Wilmington Trust Company, as Property Trustee (the
"Property  Trustee"),  Wilmington  Trust  Company,  as  Delaware  Trustee  (the
 -----------------
"Delaware  Trustee",  and  together with the Property Trustee, collectively, the
 -----------------
"Issuer  Trustees"),  the Administrators named therein and the Holders from time
 ----------------
to time of undivided beneficial interests in the assets of the Issuer Trust, the
Issuer  Trust  is  issuing  up  to  $14,000,000 aggregate Liquidation Amount (as
defined  herein)  of  its  Floating  Rate  Capital  Securities  (the  "Capital
                                                                       -------
Securities"),  representing  preferred  undivided  beneficial  interests  in the
----------
assets  of  the  Issuer  Trust  and  having  the  terms  set  forth in the Trust
Agreement;

          The  Capital  Securities  will  be  issued by the Issuer Trust and the
proceeds  thereof,  together  with  the proceeds from the issuance of the Issuer
Trust's  Common  Securities  (the  "Common  Securities"),  representing  common
                                    ------------------
undivided  beneficial  interests  in  the  assets  of  the  Issuer  Trust of the
Guarantor,  will  be  used  to  purchase  the Junior Subordinated Debentures due
December  31, 2031 (the "Junior Subordinated Debentures") of the Guarantor which
                         ------------------------------
will  be  deposited with Wilmington Trust Company, as Property Trustee under the
Trust  Agreement,  as  trust  assets;  and

          As  an  inducement  to the Holders to purchase the Capital Securities,
the Guarantor is willing to irrevocably and unconditionally agree, to the extent
set  forth herein, to pay to the Holders of the Capital Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions  set  forth  herein.

          NOW,  THEREFORE,  in  consideration  of  the  purchase  of the Capital
Securities  by  each  Holder,  which  purchase the Guarantor hereby acknowledges
shall  benefit  the  Guarantor,  the  Guarantor,  intending  to be legally bound
hereby,  executes  and  delivers this Guarantee Agreement for the benefit of the
Holders  from  time  to  time  of  the  Capital  Securities.


                             ARTICLE I.  DEFINITIONS

     SECTION  1.1.          Definitions.

          As  used  in this Guarantee Agreement, the terms set forth below shall
have  the  following meanings.  Capitalized terms used but not otherwise defined


<PAGE>
herein  shall  have  the meanings assigned to such terms in the Trust Agreement.

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

          "Event  of Default" means (i) a default by the Guarantor in any of its
payment  obligations  under  this  Guarantee Agreement, or (ii) a default by the
Guarantor in any other obligation hereunder that remains unremedied for 30 days.

          "Guarantee  Agreement"  means  this  Guarantee Agreement, as modified,
amended  or  supplemented  from  time  to  time.

          "Guarantee  Payments"  means  the following payments or distributions,
without  duplication,  with respect to the Capital Securities, to the extent not
paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid
Distributions  (as  defined  in  the Trust Agreement) required to be paid on the
Capital  Securities,  to  the  extent  the Issuer Trust shall have funds on hand
available  therefor at such time, (ii) the Redemption Price, with respect to the
Capital  Securities called for redemption by the Issuer Trust to the extent that
the  Issuer  Trust shall have funds on hand available therefor at such time, and
(iii)  upon  a  voluntary or involuntary dissolution, termination, winding-up or
liquidation  of  the Issuer Trust, unless the Junior Subordinated Debentures are
distributed  to  the Holders, the lesser of (a) the aggregate of the Liquidation
Amount  of  all  outstanding  Trust  Securities  and  all accumulated and unpaid
Distributions  to  the date of payment to the extent the Issuer Trust shall have
funds  on hand available to make such payment at such time and (b) the amount of
assets  of  the  Issuer Trust remaining available for distribution to Holders on
liquidation  of  the  Issuer  Trust  (in  either  case,  the  "Liquidation
Distribution").

          "Guarantee  Trustee" means Wilmington Trust Company, until a Successor
Guarantee  Trustee has been appointed and has accepted such appointment pursuant
to  the  terms  of  this  Guarantee  Agreement  and  thereafter  means each such
Successor  Guarantee  Trustee.

          "Guarantor" shall have the meaning specified in the first paragraph of
this  Guarantee  Agreement.

          "Holder"  means  any holder, as registered on the books and records of
the  Issuer  Trust,  of  any  Capital  Securities;  provided,  however, that, in
determining  whether  the  holders  of  the  requisite  percentage  of  Capital
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall  not include the Guarantor, the Guarantee Trustee, or any Affiliate of the
Guarantor  or  the  Guarantee  Trustee.


                                      -2-
<PAGE>
          "Indenture"  means  the  Junior  Subordinated Indenture, dated of even
date  herewith,  between  Peoples Bancorp of North Carolina, Inc. and Wilmington
Trust  Company,  as trustee, as it may be modified, amended or supplemented from
time  to  time.

          "Issuer Trust" shall have the meaning specified in the first paragraph
of  this  Guarantee  Agreement.

          "Like  Amount"  means  (a)  with  respect  to  a  redemption  of Trust
Securities,  Trust  Securities having a Liquidation Amount equal to that portion
of  the  principal  amount  of  Junior  Subordinated  Debentures  to  be
contemporaneously  redeemed  in  accordance with the Indenture, allocated to the
Common  Securities  and  to  the  Capital  Securities  based  upon  the relative
Liquidation  Amounts  of  such classes and (b) with respect to a distribution of
Junior Subordinated Debentures to Holders of Trust Securities in connection with
a dissolution or liquidation of the Issuer Trust, Junior Subordinated Debentures
having  a  principal  amount  equal  to  the  Liquidation  Amount  of  the Trust
Securities  of  the  Holder  to  whom  such  Junior  Subordinated Debentures are
distributed.

          "Liquidation Amount" means the stated amount of $50,000.00 per Capital
Security  and  $1,000.00  per  Common  Security.

          "Majority  in  Liquidation  Amount  of  the Capital Securities" means,
except  as  provided by the Trust Indenture Act, Capital Securities representing
more  than  50%  of  the  aggregate  Liquidation  Amount of all then outstanding
Capital  Securities  issued  by  the  Issuer  Trust.

          "Officers'  Certificate" means a certificate signed by the Chairman of
the  Board,  Vice  Chairman  of  the  Board, Chief Executive Officer, President,
Executive  Vice  President  or a Senior Vice President or Vice President, and by
the  Treasurer,  an Assistant Treasurer, the Secretary or an Assistant Secretary
of  the  Guarantor,  and  delivered  to  the  Guarantee  Trustee.  Any Officers'
Certificate  delivered  with  respect to compliance with a condition or covenant
provided  for  in  this  Guarantee  Agreement  shall  include:

          (a)     a  statement by each officer signing the Officers' Certificate
that  such  officer  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  such  officer  in  rendering  the  Officers'
Certificate;

          (c)     a  statement  that  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 such officer,
such  condition  or  covenant  has  been  complied  with.


                                      -3-
<PAGE>
          "Person"  means a legal person, including any individual, corporation,
estate,  partnership,  joint  venture, association, joint stock company, limited
liability  company,  trust,  unincorporated  association,  or  government or any
agency or political subdivision thereof, or any other entity of whatever nature.

          "Redemption  Date"  means,  with respect to any Capital Security to be
redeemed,  the  date  fixed  for  such  redemption  by  or pursuant to the Trust
Agreement;  provided that each Debenture Redemption Date and the stated maturity
of  the  Junior  Subordinated  Debentures  shall be a Redemption Date for a Like
Amount  of  Capital  Securities,  including,  but  not  limited  to  any date of
redemption  pursuant  to  the  occurrence  of  any  Special  Event.

          "Redemption  Price"  shall  have  the  meaning  specified in the Trust
Agreement.

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

          "Senior  Indebtedness"  shall  have  the  meaning  specified  in  the
Indenture.

          "Successor  Guarantee  Trustee"  means  a  successor Guarantee Trustee
possessing  the  qualifications  to  act  as  Guarantee Trustee under Article IV
hereof.

          "Trust  Agreement"  has  the meaning specified in the recitals hereto.

          "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
Sec.Sec.  77aaa-77bbbb),  as  amended.

          "Trust  Securities"  means  the  Common  Securities  and  the  Capital
Securities.


                        ARTICLE II.  TRUST INDENTURE ACT

     SECTION  2.1.          Trust  Indenture  Act;  Application.

          If  any  provision  hereof  limits,  qualifies  or  conflicts  with  a
provision  of  the  Trust  Indenture Act that is required under such Act to be a
part  of  and  govern  this  Guarantee  Agreement,  the  provision  of the Trust
Indenture  Act  shall  control.  If  any  provision  of this Guarantee Agreement
modifies  or  excludes  any  provision of the Trust Indenture Act that may be so
modified  or  excluded,  the  latter  provision shall be deemed to apply to this
Guarantee  Agreement  as  so  modified  or  excluded,  as  the  case  may  be.


                                      -4-
<PAGE>
     SECTION  2.2.          List  of  Holders.

          (a)     The  Guarantor  will  furnish  or cause to be furnished to the
Guarantee  Trustee  a  list  of  Holders  at  the  following  times:

               (i)  quarterly,  not  more  than  15  days  after the last day of
February,  May,  August  and November, in each year, a list, in such form as the
Guarantee  Trustee  may  reasonably  require,  of the names and addresses of the
Holders as of the last day of February, May, August and November, as applicable;
and

               (ii)  at such other times as the Guarantee Trustee may request in
writing,  within 30 days after the receipt by the Guarantor of any such request,
a  list  of similar form and content as of a date not more than 15 days prior to
the  time  such  list  is  furnished.

          (b)     The  Guarantee  Trustee  shall comply with the requirements of
Section  312(b)  of  the  Trust  Indenture  Act.

     SECTION  2.3.          Reports  by  the  Guarantee  Trustee.

     Not  later  than  January 31 of each year, commencing January 31, 2002, the
Guarantee  Trustee  shall  provide  to  the Holders such reports, if any, as are
required by Section 313 of the Trust Indenture Act in the form and in the manner
provided by Section 313 of the Trust Indenture Act.  If this Guarantee Agreement
shall  have  been qualified under the Trust Indenture Act, the Guarantee Trustee
shall also comply with the requirements of Section 313(d) of the Trust Indenture
Act.

     SECTION  2.4.          Periodic  Reports  to  the  Guarantee  Trustee.

     The  Guarantor  shall provide to the Guarantee Trustee and the Holders such
documents,  reports  and  information, if any, as required by Section 314 of the
Trust  Indenture  Act  and the compliance certificate required by Section 314 of
the Trust Indenture Act, in the form, in the manner and at the times required by
Section  314  of  the Trust Indenture Act, provided that such documents, reports
and  information shall be required to be provided to the Securities and Exchange
Commission  only if this Guarantee Agreement shall have been qualified under the
Trust  Indenture  Act.

     SECTION  2.5.          Evidence  of  Compliance  with Conditions Precedent.

     The  Guarantor  shall  provide  to  the  Guarantee Trustee such evidence of
compliance  with  such  conditions  precedent,  if  any,  provided  for  in this
Guarantee  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) may be given in the form of an
Officers'  Certificate.


                                      -5-
<PAGE>
     SECTION  2.6.     Events  of  Default;  Waiver.

     The  Holders  of a Majority in Liquidation Amount of the Capital Securities
may,  by vote, on behalf of the Holders, waive any past Event of Default and its
consequences.  Upon such waiver, any such Event of Default shall cease to exist,
and  any  Event of Default arising therefrom shall be deemed to have been cured,
for  every  purpose of this Guarantee Agreement, but no such waiver shall extend
to  any  subsequent  or  other  default  or Event of Default or impair any right
consequent  therefrom.

     SECTION  2.7.     Event  of  Default;  Notice.

     (a)     The Guarantee Trustee shall, within 90 days after the occurrence of
an  Event  of  Default,  transmit  by  mail, first class postage prepaid, to the
Holders,  notice of all Events of Default known to the Guarantee Trustee, unless
such  Events  of  Default  have  been  cured or waived before the giving of such
notice;  provided  that,  except  in  the  case of a default in the payment of a
Guarantee  Payment, the Guarantee Trustee shall be protected in withholding such
notice  if  and  so long as the Board of Directors, the executive committee or a
trust  committee  of  directors  and/or  Responsible  Officers  of the Guarantee
Trustee  in  good faith determines that the withholding of such notice is in the
interests  of  the  Holders.

     (b)     The  Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless a Responsible Officer charged with the administration of
this  Guarantee  Agreement  shall  have received written notice of such Event of
Default.

     SECTION  2.8.     Conflicting  Interests.

     The  Trust  Agreement  shall be deemed to be specifically described in this
Guarantee  Agreement  for  the  purposes  of  clause  (i)  of  the first proviso
contained  in  Section  310(b)  of  the  Trust  Indenture  Act.


        ARTICLE III.  POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     SECTION  3.1.     Powers  and  Duties  of  the  Guarantee  Trustee.

     (a)     This Guarantee Agreement shall be held by the Guarantee Trustee for
the  benefit  of  the Holders, and the Guarantee Trustee shall not transfer this
Guarantee  Agreement  to any Person except a Holder exercising his or her rights
pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by
such  Successor  Guarantee  Trustee  of  its  appointment  to  act  as Successor
Guarantee  Trustee  hereunder.  The  right,  title and interest of the Guarantee
Trustee,  as such, hereunder shall automatically vest in any Successor Guarantee
Trustee,  upon acceptance by such Successor Guarantee Trustee of its appointment
hereunder, and such vesting and cessation of title shall be effective whether or
not  conveyancing  documents  have  been  executed and delivered pursuant to the
appointment  of  such  Successor  Guarantee  Trustee.


                                      -6-
<PAGE>
     (b)     If  an  Event  of  Default has  occurred  and  is  continuing,  the
Guarantee  Trustee shall enforce this Guarantee Agreement for the benefit of the
Holders.

     (c)     The  Guarantee  Trustee,  before  the  occurrence  of  any Event of
Default  and  after  the  cure  or waiver of all Events of Default that may have
occurred, shall be obligated to perform only such duties as are specifically set
forth  in  this  Guarantee Agreement (including pursuant to Section 2.1), and no
implied  covenants  shall  be  read  into  this  Guarantee Agreement against the
Guarantee Trustee.  If an Event of Default has occurred (that has not been cured
or waived pursuant to Section 2.6), the Guarantee Trustee shall exercise such of
the rights and powers vested in it by this Guarantee Agreement, and use the same
degree  of  care  and  skill  in its exercise thereof, as a prudent person would
exercise  or  use  under  the  circumstances  in  the  conduct of his or her own
affairs.

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

          (i)  Prior  to  the  occurrence  of any Event of Default and after the
curing  or  waiving  of  all  such  Events  of  Default  that may have occurred:

               (A)  the duties and obligations of the Guarantee Trustee shall be
determined  solely  by  the  express  provisions  of  this  Guarantee  Agreement
(including  pursuant  to  Section  2.1),  and the Guarantee Trustee shall not be
liable  except  for  the  performance  of  such  duties  and  obligations as are
specifically  set  forth  in  this  Guarantee  Agreement  (including pursuant to
Section  2.1);  and

               (B)  in  the  absence  of  bad faith on the part of the Guarantee
Trustee,  the  Guarantee  Trustee  may conclusively rely, as to the truth of the
statements  and  the  correctness  of  the  opinions expressed therein, upon any
certificates  or  opinions  furnished to the Guarantee Trustee and conforming to
the  requirements  of  this  Guarantee  Agreement;  but  in the case of any such
certificates  or opinions that by any provision hereof or of the Trust Indenture
Act  are  specifically  required  to  be furnished to the Guarantee Trustee, the
Guarantee Trustee shall be under a duty to examine the same to determine whether
or  not  they  conform  to  the  requirements  of  this  Guarantee  Agreement;

               (ii)  The  Guarantee Trustee shall not be liable for any error of
judgment  made  in good faith by a Responsible Officer of the Guarantee Trustee,
unless  it  shall  be  proved  that  the  Guarantee  Trustee  was  negligent  in
ascertaining  the  pertinent  facts  upon  which  such  judgment  was  made;

               (iii)  The  Guarantee 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  Capital Securities relating to the time, method and place of conducting
any  proceeding for any remedy available to the Guarantee Trustee, or exercising
any  trust  or  power  conferred upon the Guarantee Trustee under this Guarantee
Agreement;  and


                                      -7-
<PAGE>
               (iv)  No  provision of this Guarantee Agreement shall require the
Guarantee  Trustee  to  expend or risk its own funds or otherwise incur personal
financial  liability  in the performance of any of its duties or in the exercise
of  any  of  its rights or powers if the Guarantee Trustee shall have reasonable
grounds  for  believing  that  the  repayment  of such funds or liability is not
assured  to it under the terms of this Guarantee Agreement or adequate indemnity
against  such  risk  or  liability  is  not  reasonably  assured  to  it.

     SECTION  3.2.     Certain  Rights  of  Guarantee  Trustee.

     (a)     Subject  to  the  provisions  of  Section  3.1:

          (i)  The  Guarantee  Trustee  may conclusively rely and shall be fully
protected  in acting or refraining from acting upon any resolution, certificate,
statement,  instrument,  opinion,  report,  notice, request, direction, consent,
order,  bond,  debenture, note, other evidence of indebtedness or other paper or
document  reasonably  believed by it to be genuine and to have been signed, sent
or  presented  by  the  proper  party  or  parties.

          (ii)  Any  direction  or  act  of  the  Guarantor contemplated by this
Guarantee  Agreement shall be sufficiently evidenced by an Officers' Certificate
unless  otherwise  prescribed  herein.

          (iii)  Whenever,  in  the  administration of this Guarantee Agreement,
the  Guarantee  Trustee  shall  deem  it  desirable  that  a matter be proved or
established  before  taking, suffering or omitting to take any action hereunder,
the  Guarantee Trustee (unless other evidence is herein specifically prescribed)
may, in the absence of bad faith on its part, request and conclusively rely upon
an  Officers' Certificate which, upon receipt of such request from the Guarantee
Trustee,  shall  be  promptly  delivered  by  the  Guarantor.

          (iv)  The  Guarantee  Trustee  may consult with legal counsel, and the
advice  or  written  opinion of such legal counsel with respect to legal matters
shall be full and complete authorization and protection in respect of any action
taken,  suffered  or  omitted  to  be taken by it hereunder in good faith and in
accordance with such advice or opinion.  Such legal counsel may be legal counsel
to  the Guarantor or any of its Affiliates and may be one of its employees.  The
Guarantee  Trustee  shall  have  the  right  at  any  time  to seek instructions
concerning  the  administration  of  this  Guarantee Agreement from any court of
competent  jurisdiction.

          (v)  The  Guarantee  Trustee  shall be under no obligation to exercise
any  of  the  rights  or  powers vested in it by this Guarantee Agreement at the
request  or  direction  of any Holder, unless such Holder shall have provided to
the  Guarantee Trustee such security and indemnity as would satisfy a reasonable
person  in  the  position  of the Guarantee Trustee, against the costs, expenses
(including  attorneys' fees and expenses) and liabilities that might be incurred
by  it  in  complying  with such request or direction, including such reasonable
advances  as  may  be  requested  by  the  Guarantee  Trustee.

          (vi)  The  Guarantee  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, direction, consent,
order,  bond,  debenture, note, other evidence of indebtedness or other paper or


                                      -8-
<PAGE>
document,  but  the  Guarantee Trustee, in its discretion, may make such further
inquiry  or  investigation  into  such  facts  or  matters  as  it  may see fit.

          (vii)  The  Guarantee  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 Guarantee Trustee shall not be responsible for any
negligence  or  willful  misconduct  on  the  part of any such agent or attorney
appointed  with  due  care  by  it  hereunder.

          (viii)  Whenever in the administration of this Guarantee Agreement the
Guarantee  Trustee  shall deem it desirable to receive instructions with respect
to  enforcing  any  remedy  or  right  or taking any other action hereunder, the
Guarantee Trustee (A) may request instructions from the Holders, (B) may refrain
from  enforcing  such  remedy  or  right  or taking such other action until such
instructions  are  received  and  (C)  shall  be  fully  protected  in acting in
accordance  with  such  instructions.

     (b)     No  provision of this Guarantee Agreement shall be deemed to impose
any  duty  or  obligation on the Guarantee 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 Guarantee 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 Guarantee Trustee
shall  be  construed  to  be  a  duty  to  act in accordance with such power and
authority.

     SECTION  3.3.     Indemnity.

     The Guarantor agrees to indemnify the Guarantee Trustee (which for purposes
of this Section 3.3 shall include its officers, directors, employees and agents)
for,  and  to  hold it harmless against, any loss, liability or expense incurred
without negligence, willful misconduct or bad faith on the part of the Guarantee
Trustee,  arising  out of or in connection with the acceptance or administration
of  this  Guarantee  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.  The Guarantee Trustee
will not claim or exact any lien or charge on any Guarantee Payments as a result
of  any amount due to it under this Guarantee Agreement.  The provisions of this
Section  3.3  shall  survive  the termination of this Guarantee Agreement or the
resignation  or  removal  of  the  Guarantee  Trustee.

     SECTION  3.4.     Expenses.

     The  Guarantor  shall from time to time reimburse the Guarantee Trustee for
its  expenses  and  costs  (including  reasonable  attorneys'  or  agents' fees)
incurred  in  connection  with  the  performance  of  its  duties  hereunder.


                                      -9-
<PAGE>
                         ARTICLE IV.  GUARANTEE TRUSTEE

     SECTION  4.1.     Guarantee  Trustee;  Eligibility.

     (a)     There  shall  at  all  times  be  a  Guarantee Trustee which shall:

          (i)  not  be  an  Affiliate  of  the  Guarantor;  and

          (ii)  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,
and  shall  be  a  corporation meeting the requirements of Section 310(a) of the
Trust  Indenture  Act.  If  such  corporation  publishes reports of condition at
least  annually,  pursuant  to  law or to the requirements of the supervising or
examining  authority,  then,  for the purposes of this Section and to the extent
permitted  by  the Trust Indenture Act, the combined capital and surplus of such
corporation  shall be deemed to be its combined capital and surplus as set forth
in  its  most  recent  report  of  condition  so  published.

     (b)     If  at any time the Guarantee Trustee shall cease to be eligible to
so  act  under Section 4.1(a), the Guarantee Trustee shall immediately resign in
the  manner  and  with  the  effect  set  out  in  Section  4.2.

     (c)     If  the  Guarantee  Trustee  has  or shall acquire any "conflicting
interest"  within  the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of  Section  310(b)  of  the  Trust  Indenture  Act.


     SECTION  4.2.     Appointment,  Removal  and  Resignation  of the Guarantee
Trustee.

          (a)     No  resignation  or  removal  of  the Guarantee Trustee and no
appointment  of  a  Successor  Guarantee  Trustee pursuant to this Article shall
become  effective until the acceptance of appointment by the Successor Guarantee
Trustee  by  written  instrument executed by the Successor Guarantee Trustee and
delivered  to  the  Holders  and  the  Guarantee  Trustee.

          (b)     Subject  to  the  immediately preceding paragraph, a Guarantee
Trustee  may resign at any time by giving written notice thereof to the Holders.
The  Guarantee  Trustee  shall  appoint  a successor by requesting from at least
three  Persons  meeting  the eligibility requirements such Persons' expenses and
charges  to  serve as the Guarantee Trustee, and selecting the Person who agrees
to  the  lowest  expenses  and  charges.  If the instrument of acceptance by the
Successor  Guarantee  Trustee  shall  not  have  been delivered to the Guarantee
Trustee  within  30  days  after  the  giving of such notice of resignation, the
Guarantee  Trustee  may  petition, at the expense of the Guarantor, any court of
competent  jurisdiction  for  the  appointment of a Successor Guarantee Trustee.


                                      -10-
<PAGE>
          (c)     The  Guarantee Trustee may be removed for cause at any time by
Act (within the meaning of Section 6.8 of the Trust Agreement) of the Holders of
at  least  a Majority in Liquidation Amount of the Capital Securities, delivered
to  the  Guarantee  Trustee.

          (d)     If  a  resigning  Guarantee  Trustee  shall  fail to appoint a
successor,  or  if  a  Guarantee Trustee shall be removed or become incapable of
acting  as Guarantee Trustee, or if any vacancy shall occur in the office of any
Guarantee  Trustee  for any cause, the Holders of the Capital Securities, by Act
of the Holders of record of not less than 25% in aggregate Liquidation Amount of
the  Capital  Securities  then  outstanding delivered to such Guarantee Trustee,
shall promptly appoint a successor Guarantee Trustee.  If no Successor Guarantee
Trustee  shall  have  been so appointed by the Holders of the Capital Securities
and such appointment accepted by the Successor Guarantee Trustee, any Holder, on
behalf  of  himself and all others similarly situated, may petition any court of
competent  jurisdiction  for  the  appointment of a Successor Guarantee Trustee.


                              ARTICLE V. GUARANTEE

     SECTION  5.1.     Guarantee.

          The Guarantor irrevocably and unconditionally agrees to pay in full to
the  Holders  the Guarantee Payments (without duplication of amounts theretofore
paid  by  or  on behalf of the Issuer Trust), as and when due, regardless of any
defense,  right  of  set-off  or counterclaim which the Issuer Trust may have or
assert,  except  the  defense  of payment.  The Guarantor's obligation to make a
Guarantee  Payment may be satisfied by direct payment of the required amounts by
the  Guarantor to the Holders or by causing the Issuer Trust to pay such amounts
to the Holders.  The Guarantor shall give prompt written notice to the Guarantee
Trustee  in  the  event  it  makes  any  direct  payment  hereunder.

     SECTION  5.2.          Waiver  of  Notice  and  Demand.

          The  Guarantor  hereby  waives  notice  of acceptance of the Guarantee
Agreement  and  of  any liability to which it applies or may apply, presentment,
demand  for  payment,  any  right  to  require  a  proceeding  first against the
Guarantee  Trustee,  the  Issuer  Trust  or  any  other Person before proceeding
against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice
of  redemption  and  all  other  notices  and  demands.

     SECTION  5.3.          Obligations  Not  Affected.

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


                                      -11-
<PAGE>
          (a)     the  release  or  waiver, by operation of law or otherwise, of
the  performance  or  observance  by  the Issuer Trust of any express or implied
agreement,  covenant, term or condition relating to the Capital Securities to be
performed  or  observed  by  the  Issuer  Trust;

          (b)     the  extension  of time for the payment by the Issuer Trust of
all  or  any  portion  of the Distributions (other than an extension of time for
payment of Distributions that results from an election by the Depositor to defer
any interest payment on the Junior Subordinated Debentures as so provided in the
Indenture), Redemption Price, Liquidation Distribution or any other sums payable
under  the  terms  of  the  Capital  Securities or the extension of time for the
performance  of  any  other  obligation  under, arising out of, or in connection
with,  the  Capital  Securities;

          (c)     any  failure, omission, delay or lack of diligence on the part
of  the  Holders  to  enforce, assert or exercise any right, privilege, power or
remedy conferred on the Holders pursuant to the terms of the Capital Securities,
or  any  action on the part of the Issuer Trust granting indulgence or extension
of  any  kind;

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

          (e)     any  invalidity  of,  or  defect or deficiency in, the Capital
Securities;

          (f)     the  settlement  or  compromise  of  any obligation guaranteed
hereby  or  hereby  incurred;  or

          (g)     any  other  circumstance  whatsoever  that  might  otherwise
constitute  a legal or equitable discharge or defense of a guarantor (other than
payment  of  the underlying obligation), it being the intent of this Section 5.3
that  the  obligations  of  the  Guarantor  hereunder  shall  be  absolute  and
unconditional  under  any  and  all  circumstances.

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

     SECTION  5.4.          Rights  of  Holders.

          The  Guarantor  expressly  acknowledges  that:  (i)  this  Guarantee
Agreement  will  be  deposited  with  the  Guarantee  Trustee to be held for the
benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this
Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in
Liquidation  Amount of the Capital Securities have the right to direct the time,
method  and  place  of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust
or  power  conferred  upon the Guarantee Trustee under this Guarantee Agreement;
and  (iv)  any  Holder  may  institute  a  legal proceeding directly against the
Guarantor  to  enforce  its rights under this Guarantee Agreement, without first


                                      -12-
<PAGE>
instituting  a  legal proceeding against the Guarantee Trustee, the Issuer Trust
or  any  other  Person.

     SECTION  5.5.          Guarantee  of  Payment.

          This  Guarantee  Agreement  creates  a guarantee of payment and not of
collection.  This  Guarantee  Agreement will not be discharged except by payment
of  the  Guarantee  Payments in full (without duplication of amounts theretofore
paid  by  the  Issuer  Trust)  or  upon  the distribution of Junior Subordinated
Debentures  to  Holders  as  provided  in  the  Trust  Agreement.

     SECTION  5.6.          Subrogation.

          The  Guarantor  shall  be  subrogated  to  all  rights (if any) of the
Holders  against  the Issuer Trust in respect of any amounts paid to the Holders
by  the  Guarantor  under  this Guarantee Agreement; provided, however, that the
Guarantor  shall  not  (except to the extent required by mandatory provisions of
law)  be  entitled to enforce or exercise any rights which it may acquire by way
of  subrogation or any indemnity, reimbursement or other agreement, in all cases
as  a  result  of  payment under this Guarantee Agreement, if at the time of any
such payment, any amounts are due and unpaid under this Guarantee Agreement.  If
any  amount  shall  be  paid  to  the  Guarantor  in  violation of the preceding
sentence,  the Guarantor agrees to hold such amount in trust for the Holders and
to  pay  over  such  amount  to  the  Holders.

     SECTION  5.7.          Independent  Obligations.

          The  Guarantor  acknowledges  that  its  obligations  hereunder  are
independent  of  the obligations of the Issuer Trust with respect to the Capital
Securities  and  that  the  Guarantor shall be liable as principal and as debtor
hereunder  to  make  Guarantee  Payments pursuant to the terms of this Guarantee
Agreement notwithstanding the occurrence of any event referred to in subsections
(a)  through  (g),  inclusive,  of  Section  5.3  hereof.


                    ARTICLE VI.  COVENANTS AND SUBORDINATION

     SECTION  6.1.          Subordination.

          This  Guarantee  Agreement  will constitute an unsecured obligation of
the  Guarantor  and  will rank subordinate and junior in right of payment to all
Senior  Indebtedness  (as defined in the Indenture) of the Guarantor to the same
extent  and  in  the  same manner set forth in the Indenture with respect to the
Junior  Subordinated  Debentures,  and  the  provisions  of  Article XIII of the
Indenture  will  apply,  mutatis  mutandis,  to the obligations of the Guarantor
hereunder.  The  obligations of the Guarantor hereunder do not constitute Senior
Indebtedness  of  the  Guarantor.

     SECTION  6.2.          Pari  Passu  Guarantees.


                                      -13-
<PAGE>
          The  obligations of the Guarantor under this Guarantee Agreement shall
rank pari passu with any similar guarantee agreements issued by the Guarantor on
behalf  of  the  holders of Trust Securities issued by the Issuer Trust and with
any  other  security,  guarantee or other obligation that is expressly stated to
rank  pari  passu  with  the  obligations  of the Guarantor under this Guarantee
Agreement.


                            ARTICLE VII. TERMINATION

     SECTION  7.1.          Termination.

          This  Guarantee  Agreement  shall terminate and be of no further force
and  effect  upon  (i)  full  payment of the Redemption Price of all Outstanding
Capital  Securities,  (ii) the distribution of Junior Subordinated Debentures to
the  Holders  in exchange for all of the Outstanding Capital Securities or (iii)
full  payment  of the amounts payable in accordance with Article IX of the Trust
Agreement  upon liquidation of the Issuer Trust.  Notwithstanding the foregoing,
this Guarantee Agreement will continue to be effective or will be reinstated, as
the case may be, if at any time any Holder is required to restore payment of any
sums  paid  under  the  Capital  Securities  or  this  Guarantee  Agreement.


                          ARTICLE VIII. MISCELLANEOUS

     SECTION  8.1.          Successors  and  Assigns.

          All  guarantees  and  agreements contained in this Guarantee Agreement
shall  bind  the  successors,  assigns,  receivers,  conservators,  trustees and
representatives  of  the Guarantor and shall inure to the benefit of the Holders
of  the  Capital  Securities  then  outstanding.  Except  in  connection  with a
consolidation,  merger  or  sale involving the Guarantor that is permitted under
Article  VIII  of  the  Indenture  and  pursuant to which the assignee agrees in
writing  to  perform  the Guarantor's obligations hereunder, the Guarantor shall
not  assign  its obligations hereunder, and any purported assignment that is not
in  accordance  with  these  provisions  shall  be  void.

     SECTION  8.2.          Amendments.

          Except  with  respect  to any changes that do not materially adversely
affect  the  rights of the Holders (in which case no consent of the Holders will
be  required),  this  Guarantee  Agreement  may  only  be amended with the prior
approval of the Holders of not less than a Majority in Liquidation Amount of the
Capital  Securities.  The  provisions  of  Article  VI  of  the  Trust Agreement
concerning  meetings  of the Holders shall apply to the giving of such approval.

     SECTION  8.3.          Notices.

          Any notice, request or other communication required or permitted to be
given  hereunder  shall  be  in  writing,  duly  signed by the party giving such


                                      -14-
<PAGE>
notice,  and  delivered,  telecopied  (confirmed by delivery of the original) or
mailed  by  first  class  mail  as  follows:

          (a)     if  given  to the Guarantor, to the address or telecopy number
set  forth below or such other address or telecopy number or to the attention of
such  other  Person  as  the  Guarantor  may  give  notice  to  the  Holders:


          Peoples  Bancorp  of  North  Carolina,  Inc.
          518  West  C  Street
          Newton,  North  Carolina  28658
          Facsimile  No.:  (828)  465-6780
          Attention:  Tony  W.  Wolfe

          (b)     if  given  to  the  Issuer  Trust,  in  care  of the Guarantee
Trustee,  at  the Issuer Trust's (and the Guarantee Trustee's) address set forth
below or such other address or telecopy number or to the attention of such other
Person as the Guarantee Trustee on behalf of the Issuer Trust may give notice to
the  Holders:


          PEBK  Capital  Trust  I
          518  West  C  Street
          Newton,  North  Carolina  28658
          Facsimile  No.:  (828)  465-6780
          Attention:  Tony  W.  Wolfe

          with  a  copy  to:

          Wilmington  Trust  Company
          1100  North  Market  Street
          Wilmington,  Delaware  19890-0001
          Facsimile  No.:  (302)  636-4140
          Attention:  Corporate  Trust  Administration

          (c)     if  given  to  the  Guarantee  Trustee:

          Wilmington  Trust  Company
          1100  North  Market  Street
          Wilmington,  Delaware  19890-0001
          Facsimile  No.:  (302)  636-4140
          Attention:  Corporate  Trust  Administration

          (d)     if  given to any Holder of record, at the address set forth on
the  books  and  records  of  the  Issuer  Trust.


                                      -15-
<PAGE>
          All notices hereunder shall be deemed to have been given when received
in  person,  telecopied  with  receipt confirmed, or mailed by first class mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or  cannot  be  delivered  because  of  a changed address of which no notice was
given,  such  notice or other document shall be deemed to have been delivered on
the  date  of  such  refusal  or  inability  to  deliver.

     SECTION  8.4.          Benefit.

          This  Guarantee Agreement is solely for the benefit of the Holders and
is  not  separately  transferable  from  the  Capital  Securities.

     SECTION  8.5.          Interpretation.

          In  this  Guarantee  Agreement, unless the context otherwise requires:

          (a)     capitalized  terms  used  in  this Guarantee Agreement but not
defined  in the preamble hereto have the respective meanings assigned to them in
Section  1.1;

          (b)     a  term  defined  anywhere in this Guarantee Agreement has the
same  meaning  throughout;

          (c)     all references to "the Guarantee Agreement" or "this Guarantee
Agreement"  are to this Guarantee Agreement as modified, supplemented or amended
from  time  to  time;

          (d)     all  references  in  this  Guarantee Agreement to Articles and
Sections  are  to  Articles  and  Sections  of  this  Guarantee Agreement unless
otherwise  specified;

          (e)     a term defined in the Trust Indenture Act has the same meaning
when used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement  or  unless  the  context  otherwise  requires;

          (f)     a  reference  to  the  singular  includes  the plural and vice
versa;  and

          (g)     the  masculine,  feminine  or neuter genders used herein shall
include  the  masculine,  feminine  and  neuter  genders.

     SECTION  8.6.          Governing  Law.

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


                                      -16-
<PAGE>
     SECTION  8.7.          Counterparts.

          This instrument may be executed in any number of counterparts, each of
which  so  executed shall be deemed to be an original, but all such counterparts
shall  together  constitute  but  one  and  the  same  instrument.


                            [SIGNATURES ON NEXT PAGE]


                                      -17-
<PAGE>
THIS GUARANTEE AGREEMENT is executed as of the day and year first above written.


                        PEOPLES BANCORP OF NORTH CAROLINA, INC., as Guarantor


                        By:  /s/ Tony  W.  Wolfe
                             -----------------------------------------
                        Name:    Tony  W.  Wolfe
                        Title:   President  and  Chief  Executive  Officer


                        WILMINGTON  TRUST  COMPANY,
                        as Guarantee Trustee, and not in its individual capacity


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


                                      -18-
<PAGE>