<PAGE>
                                                                   EXHIBIT 4.6

                             AMENDED AND RESTATED
                                       
                                       
                                TRUST AGREEMENT
                                       
                                       
                                     among
                                       
                                       
                  Pacific Crest Capital, Inc., as Depositor,
                                       
                                       
                           Wilmington Trust Company,
                             as Property Trustee,
                                       
                                       
                           Wilmington Trust Company,
                             as Delaware Trustee,
                                       
                                       
                                      and
                                       
                                       
                   THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                                       
                                       
                        Dated as of September 22, 1997
                                       
                                       
                                 PCC CAPITAL I


<PAGE>

                                 PCC Capital I

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

<TABLE>
<CAPTION>

               Trust Indenture                              Trust Agreement
                Act Section                                    Section
               ---------------                              ---------------
<S>            <C>                                           <C>
(Section) 310  (a)(1)                                         8.7
               (a)(2)                                         8.7
               (a)(3)                                         8.7
               (a)(4)                                         2.7(a)(ii)
               (b)
(Section) 311  (a)                                            8.13
               (b)                                            8.13
(Section) 312  (a)                                            5.7
               (b)                                            5.7
               (c)                                            5.7
(Section) 313  (a)                                            8.14(a)
               (a)(4)                                         8.14(b)
               (b)                                            8.14(b)
               (c)                                            10.8
               (d)                                            8.14(c)
(Section) 314  (a)                                            8.15
               (b)                                            Not Applicable
               (c)(1)                                         8.16
               (c)(2)                                         8.16
               (c)(3)                                         Not Applicable
               (d)                                            Not Applicable
               (e)                                            1.1, 8.16
(Section) 315  (a)                                            8.1(a), 8.3(a)
               (b)                                            8.2, 10.8
               (c)                                            8.1(a)
               (d)                                            8.1, 8.3
               (e)                                            Not Applicable
(Section) 316  (a)                                            Not Applicable
               (a)(1)(A)                                      Not Applicable
               (a)(1)(B)                                      Not Applicable
               (a)(2)                                         Not Applicable
               (b)                                            5.14
               (c)                                            6.7
(Section) 317  (a)(1)                                         Not Applicable
               (a)(2)                                         Not Applicable
               (b)                                            5.9
(Section) 318  (a)                                           10.10
</TABLE>

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

<PAGE>

     AMENDED AND RESTATED TRUST AGREEMENT (this "Trust Agreement"), dated as of
September 22, 1997, among (i) Pacific Crest Capital, Inc., a Delaware
corporation (including any successors or assigns, the "Depositor"), (ii)
Wilmington Trust Company, a Delaware banking corporation duly organized and
existing under the laws of the State of Delaware, as property trustee, (in such
capacity, the "Property Trustee" and, in its separate corporate capacity and
not in its capacity as Property Trustee, the "Bank"), (iii) Wilmington Trust
Company, a Delaware banking corporation organized under the laws of the State
of Delaware, as Delaware trustee (the "Delaware Trustee"), (iv) Gary L. Wehrle,
an individual, Robert J. Dennen, an individual, and Lyle C. Lodwick, an
individual, each of whose address is c/o Pacific Crest Capital, Inc., 30343
Canwood Street, Agoura Hills, California, 91301 (each an "Administrative
Trustee" and collectively the "Administrative Trustees") (the Property Trustee,
the Delaware Trustee and the Administrative Trustees are referred to
collectively herein as the "Trustees") and (v) the several Holders, as
hereinafter defined.

                                  WITNESSETH
                                       
     WHEREAS, the Depositor, the Delaware Trustee and Gary L. Wehrle and Robert
J. Dennen, and Lyle C. Lodwick, each as an Administrative Trustee, have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by the entering into that certain Trust Agreement,
dated as of August 18, 1997 (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 August 18, 1997,
attached as Exhibit A, as amended; and

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

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


                                  ARTICLE I.
                                       
                                 DEFINED TERMS
                                       
     SECTION 1.1.   DEFINITIONS.

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

                                      1
<PAGE>

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

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

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

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

     "ACT" has the meaning specified in Section 6.8.

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

     "ADDITIONAL SUMS" has the meaning specified in Section 10.6 of the
Indenture.

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

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

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

     "BANKRUPTCY EVENT" means, with respect to any Person:

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

                                      2
<PAGE>

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

     "BANKRUPTCY LAW" means any Federal or state bankruptcy, insolvency,
reorganization or similar law.

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

     "BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES" means a beneficial interest
in the Preferred Securities Certificates, ownership and transfers of which
shall be made through book entries by a Clearing Agency as described in Section
5.11.

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

     "CERTIFICATE DEPOSITORY AGREEMENT" means the agreement among the Trust,
the Depositor and The Depository Trust Company, as the initial Clearing Agency,
dated as of the Closing Date, relating to the Preferred Securities
Certificates, substantially in the form attached as Exhibit B, as the same may
be amended and supplemented from time to time.

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

     "CLEARING AGENCY" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.  The Depository Trust Company will
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 DATE" means the date of execution and delivery of this Trust
Agreement.

                                      3
<PAGE>

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

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

     "COMMON SECURITY" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $10 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

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

     "CORPORATE TRUST OFFICE" means (i) when used with respect to the Property
Trustee, the principal office of the Property Trustee located at Rodney Square
North, 1100 North Market Street,  Wilmington, Delaware 19890-0001, Attention:
Corporate Trust Administration, and (ii) when used with respect to the
Debenture Trustee, the principal office of the Debenture Trustee located at
Rodney Square North, 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 REDEMPTION DATE" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the
Indenture.

     "DEBENTURE TAX EVENT" means a "Tax Event" as defined in the Indenture.

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

     "DEBENTURES" means the aggregate principal amount of the Depositor's
9.375% Junior Subordinated Deferrable Interest Debentures, issued pursuant to
the Indenture.

     "DEFINITIVE PREFERRED SECURITIES CERTIFICATES" means either or both (as
the context requires) of (a) Preferred Securities Certificates issued as
Book-Entry Preferred Securities Certificate as provided in Section 5.11(a) and
(b) Preferred Securities Certificates issued in certificated, fully registered
form as provided in Section 5.13.

     "DELAWARE BUSINESS TRUST ACT" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. (Section) 3801, ET SEQ., as it may be amended from time to
time.

     "DELAWARE TRUSTEE" means the Person identified as the "Delaware Trustee"
in the preamble to this Trust Agreement solely in its capacity as Delaware
Trustee of the Trust created and continued

                                      4
<PAGE>

hereunder and not in its individual capacity, or its successor in interest in 
such capacity, or any successor trustee appointed as herein provided.

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

     "DISTRIBUTION DATE" has the meaning specified in Section 4.1(a).

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

     "EARLY DISSOLUTION EVENT" has the meaning specified in Section 9.2.

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

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

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

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

     (d)  default in the performance, or breach, in any material respect, of
any covenant or warranty of the Property Trustee in this Trust Agreement (other
than a covenant or warranty a default in the performance or breach of which is
dealt with in clause (b) or (c) above) and continuation of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail, to the defaulting Property Trustee by the Holders of at least
25% in aggregate liquidation preference of the Outstanding Preferred Securities
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

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

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

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

     "EXPIRATION DATE" has the meaning specified in Section 9.1.

                                      5
<PAGE>

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

     "HOLDER" means a Securityholder.

     "INDENTURE" means the Junior Subordinated Indenture, dated as of September
22, 1997, between the Depositor and the Debenture Trustee, as trustee, as
amended or supplemented from time to time.

     "INVESTMENT COMPANY EVENT" means the receipt by the Depositor and the
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 change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in Investment
Company Act Law"), the Trust is or will be considered an "investment company"
that is required to be registered under the Investment Company Act, which
Change in Investment Company Act Law becomes effective on or after the date or
original issuance of the Preferred Securities under this Trust Agreement.

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

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

     "LIQUIDATION AMOUNT" means the stated amount of $10 per Trust Security.

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

     "LIQUIDATION DISTRIBUTION" has the meaning specified in Section 9.4(d).

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

     "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman and
Chief Executive Officer, President or a Vice President, and by the Chief
Financial Officer, the Secretary or an Assistant Secretary, of the Depositor,
and delivered to the appropriate Trustee.  One of the officers signing an
Officers' Certificate given pursuant to Section 8.16 shall be the principal
executive, 

                                      6
<PAGE>

financial or accounting officer of the Depositor.  Any Officers' Certificate 
delivered with respect to compliance with a condition or covenant provided 
for in this Trust Agreement shall include:

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

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

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

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

     "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee, the Delaware Trustee or the
Depositor, but not an employee of any thereof, and who shall be reasonably
acceptable to the Property Trustee.

     "OPTION CLOSING DATE" means the date of payment and delivery for any
Preferred Securities issued pursuant to the exercise by Sandler O'Neill and
Partners, L.P. and Sutro and Co. Incorporated of the over-allotment option
granted to such Persons by the Underwriting Agrement.

     "ORIGINAL TRUST AGREEMENT" has the meaning specified in the recitals to
this Trust Agreement.

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

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

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

     (c)  Trust Securities which have been paid or in exchange for or in lieu
of which other Trust Securities have been executed and delivered pursuant to
Sections 5.4, 5.5, 5.11 and 5.13; PROVIDED, HOWEVER, that in determining
whether the Holders of the requisite Liquidation Amount of the Outstanding
Preferred Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Preferred Securities owned by the
Depositor, any Trustee or any Affiliate of the Depositor or any Trustee shall
be disregarded and deemed not to be Outstanding, except that (a) in determining
whether any Trustee shall be protected in relying upon any such 

                                      7
<PAGE>

request, demand, authorization, direction, notice, consent or waiver, only 
Preferred Securities that such Trustee knows to be so owned shall be so 
disregarded and (b) the foregoing shall not apply at any time when all of the 
outstanding Preferred Securities are owned by the Depositor, one or more of 
the Trustees and/or any such Affiliate.  Preferred Securities so owned which 
have been pledged in good faith may be regarded as Outstanding if the pledgee 
establishes to the satisfaction of the Administrative Trustees the pledgee's 
right so to act with respect to such Preferred Securities and that the 
pledgee is not the Depositor or any Affiliate of the Depositor.

     "OWNER" means each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate 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).

     "PAYING AGENT" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be the Bank.

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

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

     "PREFERRED SECURITY" means an undivided beneficial interest in the assets
of the Trust designated "9.375% Cumulative Trust Preferred Securities", having
a Liquidation Amount of $10 and having the rights provided therefor in this
Trust Agreement, including the right to receive Distributions and a Liquidation
Distribution as provided herein.

     "PREFERRED SECURITIES CERTIFICATE" means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as
Exhibit E.

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

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

     "REDEMPTION PRICE" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the 

                                      8
<PAGE>

related amount of the premium, if any, paid by the Depositor upon the 
concurrent redemption of a Like Amount of Debentures, allocated on a pro rata 
basis (based on Liquidation Amounts) among the Trust Preferred Securities.

     "RELEVANT TRUSTEE" shall have the meaning specified in Section 8.10.

     "SECURITIES REGISTER" and "SECURITIES REGISTRAR" have the respective
meanings specified in Section 5.4.

     "SECURITYHOLDER" means a Person in whose name a Trust Security 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.

     "TAX EVENT" means the receipt by the 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
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of issuance of the
Preferred Securities under this Trust Agreement, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days after the
date of such Opinion of Counsel, subject to United States Federal income tax
with respect to income received or accrued on the Debentures, (ii) interest
payable by the Depositor on the Debentures is not, or within 90 days after the
date of such Opinion of Counsel, will not be, deductible by the Depositor, in
whole or in part, for United States Federal income tax purposes or (iii) the
Trust is, or will be within 90 days after the date of such Opinion of Counsel,
subject to more than a de minimis amount of other taxes, duties, assessments or
other governmental charges.

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

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

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

     "TRUST PROPERTY" means (a) the Debentures, (b) any cash on deposit in, or
owing to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing and any other property

                                      9
<PAGE>

and assets for the time being held or deemed to be held by the Property 
Trustee pursuant to the trusts of this Trust Agreement.

     "TRUST SECURITY" means any one of the Common Securities or the Preferred
Securities.

     "TRUST SECURITIES CERTIFICATE" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

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

     "UNDERWRITING AGREEMENT" means that certain Underwriting Agreement dated
as of September 16, 1997, among the Trust, the Depositor, Sandler O'Neill &
Partners, L.P. and Sutro & Co. Incorporated.


                                  ARTICLE II.
                                       
                          ESTABLISHMENT OF THE TRUST
                                       
     SECTION 2.1.  NAME.

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

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

     The address of the Delaware Trustee in the State of Delaware is c/o
Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-
0001, Attention: Corporate Trust Administration, or such other address in the
State of Delaware as the Delaware Trustee may designate by written notice to
the Securityholders and the Depositor.  The principal executive office of the
Trust is c/o Pacific Crest Capital, Inc., 30343 Canwood Street, Agoura Hills,
California, 91301.

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

     The Trustees acknowledges receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property.  The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee.
The Depositor shall make no claim upon the Trust Property for the payment of
such expenses.

                                      10
<PAGE>

     SECTION 2.4.  ISSUANCE OF THE PREFERRED SECURITIES.

     The Depositor and an Administrative Trustee, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2 and deliver to the Underwriter named in
the Underwriting Agreement, Preferred Securities Certificates, registered in
the name of the nominee of the initial Clearing Agency, in an aggregate amount
of 1,500,000 Preferred Securities having an aggregate Liquidation Amount of
$15,000,000, plus on either of the Closing Date or the Option Closing Date, up
to an additional 225,000 Preferred Securities having an aggregate Liquidation
Amount of $2,250,000 solely to cover over-allotments, as provided for in the
Underwriting Agreement (the "Additional Preferred Securities"), against receipt
of such aggregate purchase price of such Preferred Securities of $15,000,000
(or, in the event that Additional Preferred Securities are issued, up to
$17,783,510), which amount the Administrative Trustee shall promptly deliver to
the Property Trustee.

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

     Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.2 and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, in an aggregate amount of 46,392
Common Securities having an aggregate Liquidation Amount of $463,920, plus on
either of the Closing Date or the Option Closing Date, up to an additional
6,959 Common Securities having an aggregate Liquidation Amount of $69,590 (the
"Additional Common Securities") to meet the capital requirements of the Trust
in the event that Additional Preferred Securities are issued,  against payment
by the Depositor of such amount, which amount such Administrative Trustee shall
promptly deliver to the Property Trustee.  Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Trust and having
an aggregate principal amount equal to $15,463,920 (or, in the event that
Additional Preferred Securities and Additional Common Securities are issued, up
to $17,783,510), and, in satisfaction of the purchase price for such
Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the
Depositor the sum of $15,463,920 (or, in the event that Additional Preferred
Securities and Additional Common Securities are issued, up to $17,783,510),
such amount being the sum of the amounts delivered to the Property Trustee
pursuant to (i) the second sentence of Section 2.4 and (ii) the first sentence
of this Section 2.5.

     SECTION 2.6.  DECLARATION OF TRUST.

     The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures, and (b) to engage in those activities necessary, advisable or
incidental thereto.  The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment.  The Property Trustee
hereby declares that it will hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Trust and 

                                      11
<PAGE>

the Securityholders.  The Administrative Trustees shall have all rights, 
powers and duties set forth herein and in accordance with applicable law with 
respect to accomplishing the purposes of the Trust.  The Delaware Trustee 
shall not be entitled to exercise any powers, nor shall the Delaware Trustee 
have any of the duties and responsibilities, of the Property Trustee or the 
Administrative Trustees set forth herein.  The Delaware Trustee shall be one 
of the Trustees of the Trust for the sole and limited purpose of fulfilling 
the requirements of Section 3807 of the Delaware Business Trust Act.

     SECTION 2.7.  AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

     (a)  The Trustees shall conduct the affairs of the Trust in accordance
with the terms of this Trust Agreement.  Subject to the limitations set forth
in paragraph (b) of this Section and Section 2.6, and in accordance with the
following provisions (i) and (ii), the Trustees shall have the authority to
enter into all transactions and agreements determined by the Trustees to be
appropriate in exercising the authority, express or implied, otherwise granted
to the Trustees under this Trust Agreement, and to perform all acts in
furtherance thereof, including without limitation, the following:

          (i)  As among the Trustees, each Administrative Trustee shall have
     the power and authority to act on behalf of the Trust with respect to the
     following matters:
     
               (A)  the issuance and sale of the Trust Securities;
          
               (B)  to cause the Trust to enter into, and to execute, deliver
          and perform on behalf of the Trust, the Expense Agreement and the
          Certificate Depository Agreement and such other agreements as may be
          necessary or desirable in connection with the purposes and function
          of the Trust;
          
               (C)  assisting in the registration (including the execution of
          a registration statement on the appropriate form) of the Preferred
          Securities under the Securities Act of 1933, as amended, and under
          state securities or blue sky laws, and the qualification of this
          Trust Agreement as a trust indenture under the Trust Indenture Act;
          
               (D)  assisting in the listing of the Preferred Securities upon
          such securities exchange or exchanges as shall be determined by the
          Depositor and the registration of the Preferred Securities under the
          Exchange Act, and the preparation and filing of all periodic and
          other reports and other documents pursuant to the foregoing;
          
               (E)  the negotiation of the terms of, and the execution and
          delivery of, the Underwriting Agreement providing for the sale of the
          Preferred Securities;
          
               (F)  the sending of notices (other than notices of default) and 
          other information regarding the Trust Securities and the Debentures 
          to the Securityholders in accordance with this Trust Agreement;

                                      12
<PAGE>

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

               (H)  registering transfer of the Trust Securities in accordance 
          with this Trust Agreement;

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

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

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

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

              (A)  the establishment of the Payment Account;

              (B)  the receipt of the Debentures;

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

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

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

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

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

                                      13
<PAGE>

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

              (I)  after an Event of Default (other than under paragraph (b), 
          (c), (d) or (e) of the definition of such term if such Event of 
          Default is by or with respect to the Property Trustee) the taking 
          of any action incidental to the foregoing as the Property Trustee 
          may from time to time determine is necessary or advisable to give 
          effect to the terms of this Trust Agreement and protect and 
          conserve the Trust Property for the benefit of the 
          Securityholders (without consideration of the effect of any such 
          action on any particular Securityholder);

             (J)  so long as the Property Trustee is the Securities Registrar,
          registering transfers of the Trust Securities in accordance with 
          this Trust Agreement; and

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

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

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

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

         (ii) the determination of the States in which to take appropriate 
      action to qualify or register for sale all or part of the Preferred 
      Securities and the determination of any and all such acts, other than 
      actions which must be taken by or on behalf of the Trust, and the 
      advice to the Trustees of actions they must take on behalf of 
      the Trust, and the preparation for execution and filing of any 
      documents to be executed and filed by the Trust or on behalf of 

                                      14
<PAGE>

      the Trust, as the Depositor deems necessary or advisable in order to 
      comply with the applicable laws of any such States;

         (iii) the preparation for filing by the Trust and execution on behalf
      of the Trust of an application to the New York Stock Exchange or any 
      other national stock exchange or the Nasdaq National Market for 
      listing upon notice of issuance of any Preferred Securities;

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

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

    (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be deemed to be an "investment
company" required to be registered under the 1940 Act, or fail to be classified
as a grantor trust for United States federal income tax purposes and so that
the Debentures will be treated as indebtedness of the Depositor for United
States federal income tax purposes.  In this connection, the Depositor and the
Administrative Trustees are authorized to take any action, not inconsistent
with applicable law, the Certificate of Trust or this Trust Agreement, that
each of the Depositor and any Administrative Trustee determines in its
discretion to be necessary or desirable for such purposes, as long as such
action does not adversely affect in any material respect the interests of the
holders of the Preferred Securities.

     SECTION 2.8.  ASSETS OF TRUST.

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

     SECTION 2.9.  TITLE TO TRUST PROPERTY.

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


                                 ARTICLE III.
                                       
                                PAYMENT ACCOUNT
                                       
     SECTION 3.1. PAYMENT ACCOUNT.

     (a)  On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account.  The Property Trustee and any agent of the Property
Trustee shall have exclusive control and sole right of withdrawal with respect
to the Payment Account for the purpose of making deposits

                                      15
<PAGE>

in and withdrawals from the Payment Account in accordance with this 
Trust Agreement.  All monies and other property deposited or held from 
time to time in the Payment Account shall be held by the Property 
Trustee in the Payment Account for the exclusive benefit of the 
Securityholders and for distribution as herein provided, including 
(and subject to) any priority of payments provided for herein.

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


                                  ARTICLE IV.
                                       
                           DISTRIBUTIONS; REDEMPTION
                                       
     SECTION 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 Debentures.  Accordingly:

          (i)  Distributions on the Trust Securities shall be cumulative, and
     will accumulate whether or not there are funds of the Trust available for
     the payment of Distributions.  Distributions shall accrue from the date of
     original issuance 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 Debentures pursuant to the Indenture, shall be payable
     quarterly in arrears on March 15, June 15, September 15 and December 15 of
     each year, commencing on December 15, 1997.  If any date on which a
     Distribution is otherwise payable on the Trust Securities is not a
     Business Day, then the payment of such Distribution shall be made on the
     next succeeding day that is a Business Day (and without any interest or
     other payment in respect of any such delay) with the same force and effect
     as if made on such date (each date on which distributions are payable in
     accordance with this Section 4.1(a), a "Distribution Date").
     
          (ii) Assuming payments of interest on the Debentures are made when 
     due (and before giving effect to Additional Amounts, if applicable), 
     Distributions on the Trust Securities shall be payable at a rate of 
     9.375% per annum of the Liquidation Amount of the Trust Securities.  
     The amount of Distributions payable for any full period shall be 
     computed on the basis of a 360-day year of twelve 30-day months.  The 
     amount of Distributions for any partial period shall be computed on 
     the basis of the number of days elapsed in a 360-day year of twelve 
     30-day months.  The amount of Distributions payable for any period 
     shall include the Additional Amounts, if any.

                                      16
<PAGE>

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

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

    SECTION 4.2.  REDEMPTION.

    (a)  On each Debenture Redemption Date and on the stated maturity of the
Debentures, the Trust will be required to redeem, subject to Section 4.3, 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;

         (iii) the CUSIP number;

          (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; and

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

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

     (d)  If the Property Trustee gives a notice of redemption in respect of
any Preferred Securities, then, by 12:00 noon, Eastern time, on the Redemption
Date, subject to Section 4.2(c), with respect to Preferred Securities held in
book-entry form, the Property Trustee will irrevocably deposit with the
Clearing Agency for the Preferred Securities funds sufficient to pay the
applicable 

                                      17
<PAGE>

Redemption Price and will give such Clearing Agency irrevocable 
instructions and authority to pay the Redemption Price to the holders 
thereof. With respect to Preferred Securities held in certificated 
form, the Property Trustee, subject to Section 4.2(c), will 
irrevocably deposit with the Paying Agent funds sufficient to pay the 
applicable Redemption Price and will give the Paying Agent irrevocable 
instructions and authority to pay the Redemption Price to the Holders 
thereof upon surrender of their Preferred Securities Certificates.  
Notwithstanding the foregoing, Distributions payable on or prior to 
the Redemption Date for any Trust Securities called for redemption 
shall be payable to the Holders of such Trust Securities as they 
appear on the Register for the Trust Securities on the relevant record 
dates for the related Distribution Dates.  If notice of redemption 
shall have been given and funds deposited as required, then upon the 
date of such deposit, all rights of Securityholders holding Trust 
Securities so called for redemption will cease, except the right of 
such Securityholders to receive the Redemption Price and any 
Distribution payable on or prior to the Redemption Date, but without 
interest, and such Securities will cease to be outstanding.  In the 
event that any date on which any Redemption Price is payable is not a 
Business Day, then payment of the Redemption Price payable on such 
date will be made on the next succeeding day that is a Business Day 
(and without any interest or other payment in respect of any such 
delay), with the same force and effect as if made on such date.  In 
the event that payment of the Redemption Price in respect of any Trust 
Securities called for redemption is improperly withheld or refused and 
not paid either by the Trust or by the Depositor pursuant to the 
Guarantee, Distributions on such Trust Securities will continue to 
accrue, at the then applicable rate, from the Redemption Date 
originally established by the Trust for such Trust Securities to the 
date such Redemption Price is actually paid, in which case the actual 
payment date will be the date fixed for redemption for purposes of 
calculating the Redemption Price.

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

     (f)  Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities.  The particular Preferred Securities to be redeemed
shall be selected on a pro rata basis (based upon Liquidation Amounts) not more
than 60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption, by such
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to $10 or an integral multiple of $10 in excess
thereof) of the Liquidation Amount of Preferred Securities of a denomination
larger than $10.  The Property Trustee shall promptly notify the Security
Registrar in writing of the Preferred Securities selected for redemption and,
in the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed.  For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to
the redemption of Preferred Securities shall relate, in the case of any
Preferred Securities redeemed or to be redeemed only in part, to the portion of
the Liquidation Amount of Preferred Securities that has been or is to be
redeemed.

                                      18
<PAGE>

     SECTION 4.3.  SUBORDINATION OF COMMON SECURITIES.

     (a)  Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 4.2(f), pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
Trust Securities; PROVIDED, HOWEVER, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a Debenture Event of
Default shall have occurred and be continuing, no payment of any Distribution
(including Additional Amounts, if applicable) on, or Redemption Price of, any
Common Security, and no other payment on account of the redemption, liquidation
or other acquisition of Common Securities, shall be made unless payment in full
in cash of all accumulated and unpaid Distributions (including Additional
Amounts, if applicable) on all Outstanding Preferred Securities for all
Distribution periods terminating on or prior thereto, or in the case of payment
of the Redemption Price the full amount of such Redemption Price on all
Outstanding Preferred Securities, shall have been made or provided for, and all
funds immediately available to the Property Trustee shall first be applied to
the payment in full in cash of all Distributions (including Additional Amounts,
if applicable) on, or the Redemption Price of, Preferred Securities then due
and payable.

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

     SECTION 4.4.  PAYMENT PROCEDURES.

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

     SECTION 4.5.  TAX RETURNS AND REPORTS.

     The Administrative Trustees shall prepare (or cause to be prepared), at
the Depositor's expense, and file all United States federal, state and local
tax and information returns and reports required to be filed by or in respect
of the Trust.  In this regard, the Administrative Trustees shall (a) prepare
and file (or cause to be prepared and filed) the appropriate Internal Revenue
Service form required to be filed in respect of the Trust in each taxable year
of the Trust and (b) prepare and furnish (or cause to be prepared and
furnished) to each Securityholder the appropriate Internal

                                      19
<PAGE>

Revenue Service form required to be provided on such form.  The 
Administrative Trustees shall provide the Depositor and the Property 
Trustee with a copy of all such returns and reports promptly after 
such filing or furnishing.  The Trustees shall comply with United 
States federal withholding and backup withholding tax laws and 
information reporting requirements with respect to any payments to 
Securityholders under the Trust Securities.

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

     Upon receipt under the 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 Trust by the United States
or any other taxing authority.

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

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


                                  ARTICLE V.
                                       
                         TRUST SECURITIES CERTIFICATES
                                       
     SECTION 5.1.   INITIAL OWNERSHIP.

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

     SECTION 5.2.   THE TRUST SECURITIES CERTIFICATES.

     The Preferred Securities Certificates shall be issued in minimum
denominations of $10 Liquidation Amount and integral multiples of $10 in excess
thereof, and the Common Securities Certificates shall be issued in
denominations of $10 Liquidation Amount and integral multiples thereof.  The
Trust Securities Certificates shall be executed on behalf of the Trust by
manual signature of at least one Administrative Trustee.  Trust Securities
Certificates bearing the manual signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Trust, shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates.  A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

                                      20
<PAGE>

     SECTION 5.3.   EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

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

     SECTION 5.4.   REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED
                    SECURITIES CERTIFICATES.

     The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the "Securities Register") in which, the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided.  The Property Trustee shall be the
initial Securities Registrar.

     Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee
or Trustees.

     The Securities Registrar shall not be required to register the transfer of
any Preferred Securities that have been called for redemption.  At the option
of a Holder, Preferred Securities Certificates may be exchanged for other
Preferred Securities Certificates in authorized denominations of the same class
and of a like aggregate Liquidation Amount upon surrender of the Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.8.

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

                                      21
<PAGE>

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

     SECTION 5.5.   MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
                    CERTIFICATES.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate and (b) there shall be delivered to the Securities Registrar and
the Administrative Trustees such security or indemnity as may be required by
them to save each of them harmless, then in the absence of notice that such
Trust Securities Certificate shall have been acquired by a bona fide purchaser,
the Administrative Trustees, or any one of them, on behalf of the Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination.  In connection
with the issuance of any new Trust Securities Certificate under this Section,
the Administrative Trustees or the Securities Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.  Any duplicate Trust Securities Certificate
issued pursuant to this Section shall constitute conclusive evidence of an
undivided beneficial interest in the assets of the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

     SECTION 5.6.   PERSONS DEEMED SECURITYHOLDERS.

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

     SECTION 5.7.   ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES.

     At any time when the Property Trustee is not also acting as the Securities
Registrar, the Administrative Trustees or the Depositor shall furnish or cause
to be furnished to the Property Trustee (a) semi-annually on or before January
1 and July 1 in each year, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Securityholders as of the
most recent Record Date and (b) promptly after receipt by any Administrative
Trustee or the Depositor of a request therefor from the Property Trustee, such
other information as the Property Trustee may reasonably require in order to
enable the Property Trustee to discharge its obligations under this Trust
Agreement, in each case to the extent such information is in the possession or
control of the Administrative Trustees or the Depositor and is not identical to
a previously supplied list or has not otherwise been received by the Property
Trustee in its capacity as Securities Registrar.  The rights of Securityholders
to communicate with other Securityholders with respect to their rights under
this Trust Agreement or under the Trust Securities, and the corresponding
rights of the Trustee shall be as provided in the Trust Indenture Act.  Each
Securityholder, by receiving and holding a 

                                      22
<PAGE>

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

     SECTION 5.8.   MAINTENANCE OF OFFICE OR AGENCY.

     The Administrative Trustees shall maintain an office or offices or agency
or agencies where Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served.
The Administrative Trustees initially designate the principal corporate trust
office of the Property Trustee, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, as
the principal corporate trust office for such purposes.  The Administrative
Trustees shall give prompt written notice to the Depositor and to the
Securityholders of any change in the location of the Securities Register or any
such office or agency.

     SECTION 5.9.   APPOINTMENT OF PAYING AGENT.

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

                                      23
<PAGE>

     SECTION 5.10.  OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

     At the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities.  To the fullest extent permitted by
law, other than a transfer in connection with a consolidation or merger of the
Depositor into another Person, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture, any attempted transfer of the
Common Securities shall be void.  The Administrative Trustees shall cause each
Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST
AGREEMENT".

     SECTION 5.11.  BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; COMMON
                    SECURITIES CERTIFICATE.

     (a)  The Preferred Securities Certificates, upon original issuance, will
be issued in the form of a typewritten Preferred Securities Certificate or
Certificates representing Book-Entry Preferred Securities Certificates, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust.  Such Preferred Securities Certificate or Certificates
shall initially be registered on the Securities Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Owner will receive a
Definitive Preferred Securities Certificate representing such Owner's interest
in such Preferred Securities, except as provided in Section 5.13. Unless and
until Definitive Preferred Securities Certificates have been issued to Owners
pursuant to Section 5.13:

        (i)  the provisions of this Section 5.11(a) shall be in full force and
    effect;
     
       (ii) the Securities Registrar, the Paying Agent and the Trustees shall be
    entitled to deal with the Clearing Agency for all purposes of this Trust
    Agreement relating to the Book-Entry Preferred Securities Certificates
    (including the payment of the Liquidation Amount of and Distributions on the
    Preferred Securities evidenced by Book-Entry Preferred Securities 
    Certificates) the Book-Entry Preferred Securities Certificates and shall 
    have no obligations to the Owners thereof;
     
      (iii) to the extent that the provisions of this Section 5.11 conflict
    with any other provisions of this Trust Agreement, the provisions of this
    Section 5.11 shall control; and
     
       (iv) the rights of the Owners of the Book-Entry Preferred Securities
    Certificates shall be exercised only through the Clearing Agency and shall 
    be limited to those established by law and agreements between such Owners 
    and the Clearing Agency and/or the Clearing Agency Participants.  Pursuant 
    to the Certificate Depository Agreement, unless and until Definitive 
    Preferred Securities Certificates are issued pursuant to Section 5.13, the 
    initial Clearing Agency will make book-entry transfers among the Clearing 
    Agency Participants and receive and transmit payments on the Preferred 
    Securities to such Clearing Agency Participants.  Any Clearing Agency 
    designated pursuant here to will not be deemed an agent of the Trustee for 
    any purpose.

                                      24
<PAGE>

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

     SECTION 5.12.  NOTICES TO CLEARING AGENCY.

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

     SECTION 5.13.  DEFINITIVE PREFERRED SECURITIES CERTIFICATES.

     If (a) the Depositor advises the Trustees in writing that the Clearing 
Agency is no longer willing or able to properly discharge its 
responsibilities with respect to the Preferred Securities Certificates, and 
the Depositor is unable to locate a qualified successor, (b) the Depositor at 
its option advises the Trustees in writing that it elects to terminate the 
book-entry system through the Clearing Agency or (c) after the occurrence of 
a Debenture Event of Default, Owners of Preferred Securities Certificates 
representing beneficial interests aggregating at least a majority of the 
Liquidation Amount advise the Property Trustee in writing that the 
continuation of a book-entry system through the Clearing Agency is no longer 
in the best interest of the Owners of Preferred Securities Certificates, then 
the Property Trustee shall notify the Clearing Agency and the Clearing Agency 
shall notify all Owners of Preferred Securities Certificates and the other 
Trustees of the occurrence of any such event and of the availability of the 
Definitive Preferred Securities Certificates to Owners of such class or 
classes, as applicable, requesting the same.  Upon surrender to the Property 
Trustee of the typewritten Preferred Securities Certificate or Certificates 
representing the Book Entry Preferred Securities Certificates by the Clearing 
Agency, accompanied by registration instructions, the Administrative 
Trustees, or any one of them, shall execute the Definitive Preferred 
Securities Certificates in accordance with the instructions of the Clearing 
Agency.  Neither the Securities Registrar nor the Trustees shall be liable 
for any delay in delivery of such instructions and may conclusively rely on, 
and shall be protected in relying on, such instructions. Upon the issuance of 
Definitive Preferred Securities Certificates, the Trustees shall recognize 
the Holders of the Definitive Preferred Securities Certificates as 
Securityholders.  The Definitive Preferred Securities Certificates shall be 
printed, lithographed or engraved or may be produced in any other manner as 
is reasonably acceptable to the Administrative Trustees, as evidenced by the 
execution thereof by the Administrative Trustees or any one of them.

     SECTION 5.14.  RIGHTS OF SECURITYHOLDERS.

     (a)  The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement.  The Trust
Securities shall have no preemptive or similar rights and when issued and
delivered to 

                                      25
<PAGE>

Securityholders against payment of the purchase price therefor will be fully 
paid and nonassessable by the Trust.  The Holders of the Trust Securities, in 
their capacities as such, shall be entitled to the same limitation of 
personal liability extended to stockholders of private corporations for 
profit organized under the General Corporation Law of the State of Delaware.

     (b)  or so long as any Preferred Securities remain Outstanding, if, upon a
Debenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in principal amount of the outstanding Debentures fail to declare
the principal of all of the Debentures to be immediately due and payable, the
Holders of at least 25% in Liquidation Amount of the Preferred Securities then
Outstanding shall have such right by a notice in writing to the Depositor and
the Debenture Trustee; and upon any such declaration such principal amount of
and the accrued interest on all of the Debentures shall become immediately due
and payable, provided that the payment of principal and interest on such
Debentures shall remain subordinated to the extent provided in the Indenture.

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

          (i)  the Depositor has paid or deposited with the Debenture Trustee a
     sum sufficient to pay
     
               (A)  all overdue installments of interest (including any
          Additional Interest (as defined in the Indenture)) on all of the
          Debentures,
          
               (B)  the principal of (and premium, if any, on) any Debentures
          which have become due otherwise than by such declaration of
          acceleration and interest thereon at the rate borne by the
          Debentures, and
          
               (C)  all sums paid or advanced by the Debenture Trustee under
          the Indenture and the reasonable compensation, expenses,
          disbursements and advances of the Debenture Trustee and the Property
          Trustee, their agents and counsel; and
          
         (ii) all Events of Default with respect to the Debentures, other than 
     the non-payment of the principal of the Debentures which has become due 
     solely by such acceleration, have been cured or waived as provided in 
     Section 5.13 of the Indenture.

     The Holders of a majority in aggregate Liquidation Amount of the 
Preferred Securities may, on behalf of the Holders of all the Preferred 
Securities, waive any past default under the Indenture, except a default in 
the payment of principal 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 Debenture 
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 Debenture.  No such rescission shall affect any subsequent 
default or impair any right consequent thereon.

                                      26
<PAGE>

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

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

                                  ARTICLE VI.
                                       
                   ACTS OF SECURITYHOLDERS; MEETINGS; VOTING
                                       
     SECTION 6.1.  LIMITATIONS ON VOTING RIGHTS.

     (a)  Except as provided in this Section, in Sections 5.14, 8.10 and 10.2
and in the Indenture and as otherwise required by law, no Holder of Preferred
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Trust Securities Certificates, be construed so as to constitute the
Securityholders from time to time as partners or members of an association.

     (b)  So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is waivable under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the 

                                      27
<PAGE>

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

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

     SECTION 6.2.  NOTICE OF MEETINGS.

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

     SECTION 6.3.  MEETINGS OF PREFERRED SECURITYHOLDERS.

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

                                      28
<PAGE>

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

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

     SECTION 6.4.  VOTING RIGHTS.

     Securityholders shall be entitled to one vote for each $10 of Liquidation
Amount represented by their Trust Securities in respect of any matter as to
which such Securityholders are entitled to vote.

     SECTION 6.5.  PROXIES, ETC.

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

     SECTION 6.6.  SECURITYHOLDER ACTION BY WRITTEN CONSENT.

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

     SECTION 6.7.  RECORD DATE FOR VOTING AND OTHER PURPOSES.

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

                                      29
<PAGE>

than 90 days prior to the date of any meeting of Securityholders or the 
payment of a Distribution or other action, as the case may be, as a record 
date for the determination of the identity of the Securityholders of record 
for such purposes.

     SECTION 6.8.  ACTS OF SECURITYHOLDERS.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made or
taken by Securityholders or Owners may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Securityholders
or Owners in person or by an agent duly appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to an Administrative Trustee.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders
or Owners signing such instrument or instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Trust Agreement and (subject to Section 8.1) conclusive
in favor of the Trustees, if made in the manner provided in this Section.

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

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

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

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

     If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder

                                      30
<PAGE>

or Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

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

     SECTION 6.9.  INSPECTION OF RECORDS.

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


                                 ARTICLE VII.
                                       
                        REPRESENTATIONS AND WARRANTIES
                                       
     SECTION 7.1. REPRESENTATIONS AND WARRANTIES OF THE BANK.

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

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

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

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

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

                                      31
<PAGE>

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

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

     SECTION 7.2. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

     (a)  the Trust Securities Certificates issued at the Closing Date on
behalf of the Trust have been duly authorized and will have been, duly and
validly executed, issued and delivered by the Trustees pursuant to the terms
and provisions of, and in accordance with the requirements of, this Trust
Agreement and the Securityholders will be, as of 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
Trust (or the Trustees on behalf of the Trust) under the laws of the State of
Delaware or any political subdivision thereof in connection with the execution,
delivery and performance by the Bank, the Property Trustee or the Delaware
Trustee, as the case may be, of Bank, this Trust Agreement.


                                 ARTICLE VIII.
                                       
                                 THE TRUSTEES
                                       
     SECTION 8.1.     CERTAIN DUTIES AND RESPONSIBILITIES.

     (a)  The duties and responsibilities of the Trustees shall be as provided
by this Trust Agreement and, in the case of the Property Trustee, by the Trust
Indenture Act.  Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.  Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of this
Section.  No Administrative Trustee or the Delaware 

                                      32
<PAGE>

Trustee shall be subject to any liability under this Trust Agreement except 
for its own grossly negligent action, its own grossly negligent failure to 
act, or its own willful misconduct.  To the extent that, at law or in equity, 
a Trustee has duties (including fiduciary duties) and liabilities relating 
thereto to the Trust or to the Securityholders, such Trustee shall not be 
liable to the Trust or to any Securityholder for such Trustee's good faith 
reliance on the provisions of this Trust Agreement.  The provisions of this 
Trust Agreement, to the extent that they restrict the duties and liabilities 
of the Trustees otherwise existing at law or in equity, are agreed by the 
Depositor and the Securityholders to replace such other duties and 
liabilities of the Trustees.

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

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

          (i)  the Property Trustee shall not be liable for any error of
     judgment made in good faith by an authorized officer of the Property
     Trustee, unless it shall be proved that the Property Trustee was negligent
     in ascertaining the pertinent facts;
     
         (ii) the Property Trustee shall not be liable with respect to any 
     action taken or omitted to be taken by it in good faith in accordance 
     with the direction of the Holders of the Trust Securities given in 
     accordance with this Trust Agreement relating to the time, method and 
     place of conducting any proceeding for any remedy available to the 
     Property Trustee, or exercising any trust or power conferred upon the 
     Property Trustee under this Trust Agreement;

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

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

                                      33
<PAGE>

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

     SECTION 8.2.     CERTAIN NOTICES.

     (a)  Within 5 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
10.9, notice of such Event of Default to the Securityholders, the
Administrative Trustees and the Depositor, unless the Event of Default shall
have been cured or waived.   For purposes of this Section the term "Event of
Default" means any event that is, or after notice or lapse of time or both
would become, and Event of Default.

     (b)  The Administrative Trustees shall transmit, to the Securityholders 
in the manner and to the extent provided in Section 10.9, notice of the 
Depositor's election to begin or further extend an Extension Period on the 
Debentures (unless such election shall have been revoked) within the time 
specified for transmitting such notice to the holders of the Debentures 
pursuant to the Indenture as originally executed.

     SECTION 8.3.     CERTAIN RIGHTS OF PROPERTY TRUSTEE.

     Subject to the provisions of Section 8.1:

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

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

                                      34
<PAGE>

Securityholders, in which event the Property Trustee shall have no liability 
except for its own bad faith, negligence or willful misconduct;

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

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

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

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

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

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

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

     (j)  whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request instructions from the Holders of the Trust Securities
which instructions may only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled to direct the
Property Trustee under 

                                      35
<PAGE>

the terms of the Trust Securities in respect of such remedy, right or action, 
(ii) may refrain from enforcing such remedy or right or taking such other 
action until such instructions are received, and (iii) shall be protected in 
acting in accordance with such instructions; and

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

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

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

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

     SECTION 8.5.     MAY HOLD SECURITIES.

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

     SECTION 8.6.     COMPENSATION; INDEMNITY; FEES.

     The Depositor agrees:

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

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

     (c)  to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee,

                                      36
<PAGE>

representative or agent of any Trustee, and (iv) any employee or agent of the 
Trust or its Affiliates, (referred to herein as an "Indemnified Person") from 
and against any loss, damage, liability, tax, penalty, expense or claim of 
any kind or nature whatsoever incurred by such Indemnified Person by reason 
of the creation, operation or dissolution of the Trust or any act or omission 
performed or omitted by such Indemnified Person in good faith on behalf of 
the Trust and in a manner such Indemnified Person reasonably believed to be 
within the scope of authority conferred on such Indemnified Person by this 
Trust Agreement, except that no Indemnified Person shall be entitled to be 
indemnified in respect of any loss, damage or claim incurred by such 
Indemnified Person by reason of gross negligence (or ordinary negligence in 
the case of the Property Trustee), bad faith 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.

     No Trustee may claim any lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 8.6.

     The Depositor and any Trustee may (subject to Section 8.8) engage in or
possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the
Trust, and the Trust and the Holders of Trust Securities shall have no rights
by virtue of this Trust Agreement in and to such independent ventures or the
income or profits derived therefrom, and the pursuit of any such venture, even
if competitive with the business of the Trust, shall not be deemed wrongful or
improper.  Neither the Depositor, nor any Trustee, shall be obligated to
present any particular investment or other opportunity to the Trust even if
such opportunity is of a character that, if presented to the Trust, could be
taken by the Trust, and the Depositor or any Trustee shall have the right to
take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity.  Any
Trustee may engage or be interested in any financial or other transaction with
the Depositor or any Affiliate of the Depositor, or may act as depository for,
trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Depositor or its Affiliates.

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

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

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

                                      37
<PAGE>

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

     SECTION 8.8.     CONFLICTING INTERESTS.

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

     SECTION 8.9.     CO-TRUSTEES AND SEPARATE TRUSTEE.

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

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

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

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

                                     38
<PAGE>

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

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

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

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

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

     SECTION 8.10.    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

     Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Common
Securityholder.  If the instrument of acceptance by the successor Trustee
required by Section 8.11 shall not have been delivered to the Relevant Trustee
within 30 days after the giving of such notice of resignation, the Relevant
Trustee may petition, at the expense of the Trust, any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

     Unless a Debenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Common Securityholder.  If
a Debenture Event of Default shall have occurred and be continuing, the
Property Trustee or the Delaware Trustee, or both of them, may be removed at
such time by Act of the Holders of a majority in Liquidation Amount of 

                                      39
<PAGE>

the Preferred Securities, delivered to the Relevant Trustee (in its 
individual capacity and on behalf of the Trust).   In no event will the 
Holders of the Preferred Securities have the right to vote to appoint, remove 
or replace the Administrative Trustee.  An Administrative Trustee may be 
removed by the Common Securityholder at any time.

     If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any
cause, at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee
or Trustees, and the retiring Trustee shall comply with the applicable
requirements of Section 8.11. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when a
Debenture Event of Default shall have occurred and be continuing, the Preferred
Securityholders, by Act of the Securityholders of a majority in Liquidation
Amount of the Preferred Securities then Outstanding delivered to the retiring
Relevant Trustee, shall promptly appoint a successor Relevant Trustee or
Trustees, and such successor Trustee shall comply with the applicable
requirements of Section 8.11.  If an Administrative Trustee shall resign, be
removed or become incapable of acting as Administrative Trustee, at a time when
a Debenture Event of Default shall have occurred and be continuing, the Common
Securityholder by Act of the Common Securityholder delivered to the
Administrative Trustee shall promptly appoint a successor Administrative
Trustee or Administrative Trustees and such successor Administrative Trustee or
Trustees shall comply with the applicable requirements of Section 8.11.  If no
successor Relevant Trustee shall have been so appointed by the Common
Securityholder or the Preferred Securityholders and accepted appointment in the
manner required by Section 8.11, any Securityholder who has been a
Securityholder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

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

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

     SECTION 8.11.    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

     In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee and each successor Relevant Trustee with respect to
the Trust Securities shall execute and deliver an amendment hereto wherein each
successor Relevant Trustee shall accept such appointment and which (a) shall
contain such provisions as shall be necessary or desirable to transfer

                                      40
<PAGE>

and confirm to, and to vest in, each successor Relevant Trustee all the 
rights, powers, trusts and duties of the retiring Relevant Trustee with 
respect to the Trust Securities and the Trust and (b) shall add to or change 
any of the provisions of this Trust Agreement as shall be necessary to 
provide for or facilitate the administration of the Trust by more than one 
Relevant Trustee, it being understood that nothing herein or in such 
amendment shall constitute such Relevant Trustees co-trustees and upon the 
execution and delivery of such amendment the resignation or removal of the 
retiring Relevant Trustee shall become effective to the extent provided 
therein and each such successor Relevant Trustee, without any further act, 
deed or conveyance, shall become vested with all the rights, powers, trusts 
and duties of the retiring Relevant Trustee; but, on request of the Trust or 
any successor Relevant Trustee such retiring Relevant Trustee shall duly 
assign, transfer and deliver to such successor Relevant Trustee all Trust 
Property, all proceeds thereof and money held by such retiring Relevant 
Trustee hereunder with respect to the Trust Securities and the Trust.

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

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

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

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

     SECTION 8.13.    PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR
                      TRUST.

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

     (a)  to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Property Trustee (including any claim for the reasonable

                                      41
<PAGE>

compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel) and of the Holders allowed in such judicial proceeding, and

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

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

     SECTION 8.14.    REPORTS BY PROPERTY TRUSTEE.

     (a)  Not later than March 31 of each year commencing with the year
commencing January 1, 1998, the Property Trustee shall transmit to all
Securityholders 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;
     
          (ii) a statement that the Property Trustee has complied with all of
     its obligations under this Trust Agreement during the twelve-month period
     (or, in the case of the initial report, the period since the Closing Date)
     ending with such December 31 or, if the Property Trustee has not complied
     in any material respect with such obligations, a description of such
     noncompliance; and
     
          (iii) any change in the property and funds in its possession as
     Property Trustee since the date of its last report and any action taken by
     the Property Trustee in the performance of its duties hereunder which it
     has not previously reported and which in its opinion materially affects
     the Trust Securities.
     
     (b)  In addition the Property Trustee shall transmit to Securityholders
such reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.

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

                                      42
<PAGE>

     SECTION 8.15.    REPORTS TO THE PROPERTY TRUSTEE.

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

     SECTION 8.16.    EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

     SECTION 8.17.    NUMBER OF TRUSTEES.

     (a)  The number of Trustees shall be five (5) provided that the Holder of
all of the Common Securities by written instrument may increase or decrease the
number of Administrative Trustees. The Property Trustee and the Delaware
Trustee may be the same Person.

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

     (c)  The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to dissolve,
terminate or annul the Trust.  Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 8.10, the
Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Trust Agreement.

     SECTION 8.18.    DELEGATION OF POWER.

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

     (b)  The Administrative Trustees shall have power to delegate from time to
time to such of their number or to the Depositor the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Administrative Trustees or otherwise as the 

                                      43
<PAGE>

Administrative Trustees may deem expedient, to the extent such delegation is 
not prohibited by applicable law or contrary to the provisions of this Trust 
Agreement, as set forth herein.

     SECTION 8.19.    VOTING.

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


                                  ARTICLE IX.
                                       
                      DISSOLUTION, LIQUIDATION AND MERGER
                                       
     SECTION 9.1.  DISSOLUTION UPON EXPIRATION DATE.

     Unless dissolved earlier, the Trust shall automatically dissolve on
December 31, 2028 (the "Expiration Date"), following the distribution of the
Trust Property in accordance with Section 9.4.

     SECTION 9.2.  EARLY DISSOLUTION.

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

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

     (b)  the written direction to the Property Trustee from the Depositor at
any time to dissolve the Trust and distribute Debentures to Securityholders in
exchange for a Like Amount of the Preferred Securities (which direction is
optional and wholly within the discretion of the Depositor);

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

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

     SECTION 9.3.  TERMINATION.

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

                                      44
<PAGE>

Securityholders, and (d) the filing of a Certificate of Cancellation by the 
Administrative Trustee under the Business Trust Act.

     SECTION 9.4.  LIQUIDATION.

     (a)  If an Early Dissolution Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated
by the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Securityholder a Like Amount of Debentures,
subject to Section 9.4(d).  Notice of liquidation shall be given by the
Property Trustee by first-class mail, postage prepaid mailed not later than 30
nor more than 60 days prior to the Liquidation Date to each Holder of Trust
Securities at such Holder's address appearing in the Securities Register. All
notices of liquidation shall:

          (i)  state the 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 Debentures; and
     
          (iii)     provide such information with respect to the mechanics by
     which Holders may exchange Trust Securities Certificates for certificates
     representing the Like Amount of the Debentures, or if Section 9.4(d)
     applies receive a Liquidation Distribution, as the Administrative Trustees
     or the Property Trustee shall deem appropriate.
     
     (b)  Except where Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Trust and distribution of the Debentures to Securityholders,
the Administrative Trustees shall establish a record date for such distribution
(which shall be not more than 45 days prior to the Liquidation Date) and,
either itself acting as exchange agent or through the appointment of a separate
exchange agent, shall establish such procedures as it shall deem appropriate to
effect the distribution of Debentures in exchange for the Outstanding Trust
Securities Certificates.

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

                                      45
<PAGE>

     (d)  In the event that, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
wound-up or terminated, by the Property Trustee in such manner as the Property
Trustee determines.  In such event, on the date of the dissolution of the
Trust, Securityholders will be entitled to receive out of the assets of the
Trust available for distribution to Securityholders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the Liquidation Amount per Trust Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If, upon any such winding up or termination, the
Liquidation Distribution can be paid only in part because the Trust has
insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts
payable by the Trust on the Trust Securities shall be paid on a pro rata basis
(based upon Liquidation Amounts).  The Holder of the Common Securities will be
entitled to receive Liquidation Distributions upon any such winding-up or
termination pro rata (determined as aforesaid) with Holders of Preferred
Securities, except that, if a Debenture Event of Default has occurred and is
continuing, Holders of the Preferred Securities shall have a priority over the
Holders of Common Securities.

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

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except pursuant
to this Section 9.5 or Section 9.4.  At the request of the Depositor, with the
consent of the Administrative Trustees and without the consent of the Holders
of the Preferred Securities, the Property Trustee or the Delaware Trustee, the
Trust may merge with or into, consolidate, amalgamate, or be replaced by or
convey, transfer or lease its properties and assets substantially as an
entirety to a trust organized as such under the laws of any State; PROVIDED,
that (i) such successor entity either (a) expressly assumes all of the
obligations of the Trust with respect to the Preferred Securities or (b)
substitutes for the Preferred Securities other securities having substantially
the same terms as the Preferred Securities (the "Successor Securities") so long
as the Successor Securities rank the same as the Preferred Securities rank in
priority with respect to distributions and payments upon liquidation,
redemption and otherwise, (ii) the Depositor expressly appoints a trustee of
such successor entity possessing the same powers and duties as the Property
Trustee as the holder of the Debentures, (iii) the Successor Securities are
listed or traded, or any Successor Securities will be listed upon notification
of issuance, on any national securities exchange or other organization on which
the Preferred Securities are then listed or traded, if any, (iv) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not cause the Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization, (v)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
holders of the Preferred Securities (including any Successor Securities) in any
material respect, (vi) such successor entity has a purpose substantially
identical to that of the Trust, (vii) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Depositor has
received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not adversely affect the rights,

                                      46
<PAGE>

preferences and privileges of the holders of the Preferred Securities 
(including any Successor Securities) in any material respect, and (b) 
following such merger, consolidation, amalgamation, replacement, conveyance, 
transfer or lease, neither the Trust nor such successor entity will be 
required to register as an investment company under the 1940 Act and (viii) 
the Depositor owns all of the Common Securities of such successor entity and 
guarantees the obligations of such successor entity under the Successor 
Securities at least to the extent provided by the Guarantee. Notwithstanding 
the foregoing, the Trust shall not, except with the consent of holders of 
100% in Liquidation Amount of the Preferred Securities, consolidate, 
amalgamate, merge with or into, or be replaced by or convey, transfer or 
lease its properties and assets substantially as an entirety to any other 
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 Trust or the successor entity 
to be classified as other than a grantor trust for United States federal 
income tax purposes.

                                  ARTICLE X.
                                       
                           MISCELLANEOUS PROVISIONS
                                       
     SECTION 10.1.   LIMITATION OF RIGHTS OF SECURITYHOLDERS.

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

     SECTION 10.2.   AMENDMENT.

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

     (b)  Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Administrative Trustees and the Property
Trustee with (i) the consent of Trust Securityholders representing not less
than a majority (based upon Liquidation Amounts) of 

                                      47
<PAGE>

the Trust Securities then Outstanding and (ii) receipt by the Trustees of an 
Opinion of Counsel to the effect that such amendment or the exercise of any 
power granted to the Trustees in accordance with such amendment will not 
affect the Trust's status as a grantor trust for United States federal income 
tax purposes or the Trust's exemption from status of an investment company 
under the 1940 Act.

     (c)  In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder (such consent
being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount
of any Distribution required to be made in respect of the Trust Securities as
of a specified date or (ii) restrict the right of a Securityholder to institute
suit for the enforcement of any such payment on or after such date;
notwithstanding any other provision herein, without the unanimous consent of
the Securityholders (such consent being obtained in accordance with Section 6.3
or 6.6 hereof), this paragraph (c) of this Section 10.2 may not be amended.

     (d)  Notwithstanding any other provisions of this Trust Agreement, no
Administrative Trustee shall enter into or consent to any amendment to this
Trust Agreement which would cause the Trust to fail or cease to qualify for the
exemption from status of an investment company under the 1940 Act or fail or
cease to be classified as a grantor trust for United States federal income tax
purposes.

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

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

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

     SECTION 10.3.   COUNTERPARTS.

     This Trust Agreement may be executed in one or more counterparts, each of
which shall be an original and all of which shall constitute one and the same
instrument.

     SECTION 10.4.   SEPARABILITY.

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

                                      48
<PAGE>

     SECTION 10.5.   GOVERNING LAW.

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

     SECTION 10.6.   PAYMENTS DUE ON NON-BUSINESS DAY.

     If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day that is a Business Day (except as
otherwise provided in Sections 4.1(a) and 4.2(d)), with the same force and
effect as though made on the date fixed for such payment, and no interest shall
accrue thereon for the period after such date.

     SECTION 10.7.   SUCCESSORS.

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

     SECTION 10.8.   HEADINGS.

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

     SECTION 10.9.   REPORTS, NOTICES AND DEMANDS.

     Any report, notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Securityholder or the Depositor may be given or served in writing by
deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and
(b) in the case of the Common Securityholder or the Depositor, to Pacific Crest
Capital, Inc., 30343 Canwood Street, Agoura Hills, California, 91301,
Attention:  Gary L. Wehrle,  facsimile number: (818) 865-3260.  Such notice,
demand or other communication to or upon a Securityholder shall be deemed to
have been sufficiently given or made, for all purposes, upon hand delivery,
mailing or transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is
published by the Trust) as follows: (a) with respect to the Property Trustee to
Wilmington 

                                      49
<PAGE>

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

     SECTION 10.10.  AGREEMENT NOT TO PETITION.

     Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any Bankruptcy Laws or
otherwise join in the commencement of any proceeding against the Trust under
any Bankruptcy Law.  In the event the Depositor takes action in violation of
this Section 10.10, the Property Trustee agrees, for the benefit of
Securityholders, that at the expense of the Depositor, it shall file an answer
with the bankruptcy court or otherwise properly contest the filing of such
petition by the Depositor against the Trust or the commencement of such action
and raise the defense that the Depositor has agreed in writing not to take such
action and should be stopped and precluded therefrom and such other defenses,
if any, as counsel for the Trustee or the Trust may assert.  The provisions of
this Section 10.9 shall survive the termination of this Trust Agreement.

     SECTION 10.11.  TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

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

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

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

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

     SECTION 10.12.  ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND
                     INDENTURE.

                                      50
<PAGE>

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

                    PACIFIC CREST CAPITAL, INC.
                    
                    
                    By:  /s/ Robert J. Dennen
                         ------------------------------
                         Name: Robert J. Dennen
                         Title: Chief Financial Officer
                    
                    
                    WILMINGTON TRUST COMPANY,
                        as Property Trustee
                    
                    
                    By:  /s/ Debra Eberly
                         ------------------------------
                         Name: Debra Eberly
                         Title: Administrative Account Manager
                    
                    
                    WILMINGTON TRUST COMPANY,
                        as Delaware Trustee
                    
                    
                    By:  /s/ Debra Eberly
                         ------------------------------
                         Name: Debra Eberly
                         Title: Administrative Account Manager
                    

                    /s/ Gary L. Wehrle
                    ------------------------------
                    Gary L. Wehrle,
                         as Administrative Trustee
                    

                    /s/ Robert J. Dennen
                    ------------------------------
                    Robert J. Dennen,
                         as Administrative Trustee
                    

                                      51
<PAGE>

                    /s/ Lyle C. Lodwick
                    ------------------------------
                    Lyle C. Lodwick,
                         as Administrative Trustee



                                      52
<PAGE>

                                                                      EXHIBIT A
                             CERTIFICATE OF TRUST
                                       
                                      OF
                                       
                                 PCC CAPITAL I
                                       
     THIS CERTIFICATE OF TRUST of PCC Capital I (the "Trust"), dated
__________, 1997, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. (Section) 3801 et seq.).

     1. NAME.  The name of the business trust being formed hereby is PCC
Capital I.

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

     3. EFFECTIVE DATE.  This Certificate of Trust shall be effective upon its
filing.

     IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.

                         WILMINGTON TRUST COMPANY,
                             as Trustee
                         
                         
                         By:
                              --------------------
                              Name:
                              Title:
                         
                         
                         -------------------------
                         Gary L. Wehrle,
                         Administrative Trustee
                         
                         
                         ------------------------
                         Robert J. Dennen,
                         Administrative Trustee
                         
                         
                         
                         ------------------------
                         Lyle C. Lodwick,
                         Administrative Trustee
                         

                                      53
                         
<PAGE>

                                                                      EXHIBIT B


The Depository Trust Company,
55 Water Street, 49th Floor,
New York, New York 10041-0099

__________, 1997

Attention: _______________
     General Counsel's Office
     
Re:   PCC CAPITAL I ____%  CUMULATIVE TRUST PREFERRED SECURITIES

Ladies and Gentlemen:

     The purpose of this letter is to set forth certain matters relating to the
issuance and deposit with The Depository Trust Company ("DTC") of the PCC
Capital I ____% Cumulative Trust Preferred Securities, (the "Trust Preferred
Securities"), of PCC Capital I, a Delaware business trust (the "Issuer"),
created pursuant to an Amended and Restated Trust Agreement between Pacific
Crest Capital, Inc. ("Pacific Crest") and Wilmington Trust Company, as Property
Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative
Trustees named therein and the holders, from time to time, of undivided
beneficial interests in the Trust.  The payment of distributions on the Trust
Preferred Securities, and payments due upon liquidation of the Issuer or
redemption of the Trust Preferred Securities, to the extent the Issuer has
funds available for the payment thereof are guaranteed by Pacific Crest to the
extent set forth in a Guarantee Agreement dated ____________, 1997 by Pacific
Crest with respect to the Trust Preferred Securities.  Pacific Crest and the
Issuer propose to sell the Trust Preferred Securities to certain Underwriters
(the "Underwriters") pursuant to a Underwriting Agreement dated ____________,
1997 by and among the Underwriters, the Issuer and Pacific Crest, and the
Underwriters wish to take delivery of the Trust Preferred Securities through
DTC.  Wilmington Trust Company is acting as transfer agent and registrar with
respect to the Trust Preferred Securities (the "Transfer Agent and Registrar").

     To induce DTC to accept the Trust Preferred Securities as eligible for
deposit at DTC, and to act in accordance with DTC's rules with respect to the
Trust Preferred Securities, the Issuer, the Transfer Agent and Registrar and
DTC agree among each other as follows:

     1. Prior to the closing of the sale of the Trust Preferred Securities to
the Underwriters, which is expected to occur on or about ____________, 1997,
there shall be deposited with DTC one or more global certificates (individually
and collectively, the "Global Certificate") registered in the

                                      54
<PAGE>

name of DTC's Trust Preferred Securities nominee, Cede & Co., representing an 
aggregate of ____________ Trust Preferred Securities and bearing the 
following legend:

          Unless this certificate is presented by an authorized representative
          of The Depository Trust Company, a New York corporation ("DTC"), to
          the Issuer or its agent for registration of transfer, exchange, or
          payment, and any certificate issued is registered in the name of Cede
          & Co. or in such other name as is requested by an authorized
          representative of DTC (and any payment is made to Cede & Co. or to
          such other entity as is requested by an authorized representative of
          DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
          OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
          owner hereof, Cede & Co., has an interest herein.
          
     2. The Amended and Restated Trust Agreement of the Issuer provides for the
voting by holders of the Trust Preferred Securities under certain limited
circumstances.  The Issuer shall establish a record date for such purposes and
shall, to the extent possible, give DTC notice of such record date not less
than 15 calendar days in advance of such record date.

     3. In the event of a stock split, conversion, recapitalization,
reorganization or any other similar transaction resulting in the cancellation
of all or any part of the Trust Preferred Securities outstanding, the Issuer or
the Transfer Agent and Registrar shall send DTC a notice of such event at least
5 business days prior to the effective date of such event.

     4. In the event of distribution on, or an offering or issuance of rights
with respect to, the Trust Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice specifying: (a) the amount
of and conditions, if any, applicable to the payment of any such distribution
or any such offering or issuance of rights; (b) any applicable expiration or
deadline date, or any date by which any action on the part of the holders of
Trust Preferred Securities is required; and (c) the date any required notice is
to be mailed by or on behalf of the Issuer to holders of Trust Preferred
Securities or published by or on behalf of the Issuer (whether by mail or
publication, the "Publication Date").  Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before the
Publication Date.  The Issuer or the Transfer Agent and Registrar will forward
such notice either in a separate secure transmission for each CUSIP number or
in a secure transmission of multiple CUSIP numbers (if applicable) that
includes a manifest or list of each CUSIP number submitted in that
transmission.  (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be not less than 30 calendar days nor more than 60
calendar days prior to the payment of any such distribution or any such
offering or issuance of rights with respect to the Trust Preferred Securities.
After establishing the amount of payment to be made on the Trust Preferred
Securities, the Issuer or the Transfer Agent and Registrar will notify DTC's
Dividend Department of such payment 5 business days prior to payment date.
Notices to DTC's Dividend Department by telecopy shall be sent to (212)
709-1723.  Such notices by mail or by any other means shall be sent to:

                                     55
<PAGE>

         Manager, Announcements
         Dividend Department
         The Depository Trust Company
         7 Hanover Square, 23rd Floor
         New York, New York 10004-2695

     The Issuer or the Transfer Agent and Registrar shall confirm DTC's 
receipt of such telecopy by telephoning the Dividend Department at (212) 
709-1270.

     5. In the event of a redemption by the Issuer of the Trust Preferred 
Securities, notice specifying the terms of the redemption and the Publication 
Date of such notice shall be sent by the Issuer or the Transfer Agent and 
Registrar to DTC not less than 30 calendar days prior to such event by a 
secure means in the manner set forth in paragraph 4.  Such redemption notice 
shall be sent to DTC's Call Notification Department at (516) 227-4164 or 
(516) 227-4190, and receipt of such notice shall be confirmed by telephoning 
(516) 227-4070.  Notice by mail or by any other means shall be sent to:

         Call Notification Department
         The Depository Trust Company
         711 Stewart Avenue
         Garden City, New York 11530-4719

     6. In the event of any invitation to tender the Trust Preferred 
Securities, notice specifying the terms of the tender and the Publication 
Date of such notice shall be sent by the Issuer or the Transfer Agent and 
Registrar to DTC by a secure means and in a timely manner as described in 
paragraph 4.  Notices to DTC pursuant to this paragraph and notices of other 
corporate actions (including mandatory tenders, exchanges and capital 
changes) shall be sent, unless notification to another department is 
expressly provided for herein, by telecopy to DTC's Reorganization Department 
at (212) 709-1093 or (212) 709-1094 and receipt of such notice shall be 
confirmed by telephoning (212) 709-6884, or by mail or any other means to:

         Manager, Reorganization Department
         Reorganization Window
         The Depository Trust Company
         7 Hanover Square, 23rd Floor
         New York, New York 10004-2695

     7. All notices and payment advices sent to DTC shall contain the CUSIP 
number or numbers of the Trust Preferred Securities and the accompanying 
designation of the Trust Preferred Securities, which, as of the date of this 
letter, is "PCC Capital I ____% Cumulative Trust Preferred Securities.

     8. Distribution payments or other cash payments with respect to the 
Trust Preferred Securities evidenced by the Global Certificate shall be 
received by Cede & Co., as nominee of DTC, or its registered assigns in next 
day funds on each payment date (or in accordance with existing arrangements 
between the Issuer or the Transfer Agent and Registrar and DTC).  Such 
payments shall be made payable to the order of Cede & Co., and shall be 
addressed as follows:

                                      56
<PAGE>


         NDFS Redemption Department
         The Depository Trust Company
         7 Hanover Square, 23rd Floor
         New York, New York 10004-2695

     9. DTC may by prior written notice direct the Issuer and the Transfer 
Agent and Registrar to use any other telecopy number or address of DTC as the 
number or address to which notices or payments may be sent.

     10. In the event of a conversion, redemption, or any other similar 
transaction (e.g., tender made and accepted in response to the Issuer's or 
the Transfer Agent and Registrar's invitation) necessitating a reduction in 
the aggregate number of Trust Preferred Securities outstanding evidenced by 
Global Certificates, DTC, in its discretion: (a) may request the Issuer or 
the Transfer Agent and Registrar to issue and countersign a new Global 
Certificate; or (b) may make an appropriate notation on the Global 
Certificate indicating the date and amount of such reduction.

     11. DTC may discontinue its services as a securities depositary with 
respect to the Trust Preferred Securities at any time by giving at least 90 
days' prior written notice to the Issuer and the Transfer Agent and Registrar 
(at which time DTC will confirm with the Issuer or the Transfer Agent and 
Registrar the aggregate number of Trust Preferred Securities deposited with 
it) and discharging its responsibilities with respect thereto under 
applicable law. Under such circumstances, the Issuer may determine to make 
alternative arrangements for book-entry settlement for the Trust Preferred 
Securities, make available one or more separate global certificates 
evidencing Trust Preferred Securities to any Participant having Trust 
Preferred Securities credited to its DTC account, or issue definitive Trust 
Preferred Securities to the beneficial holders thereof, and in any such case, 
DTC agrees to cooperate fully with the Issuer and the Transfer Agent and 
Registrar, and to return the Global Certificate, duly endorsed for transfer 
as directed by the Issuer or the Transfer Agent and Registrar, together with 
any other documents of transfer reasonably requested by the Issuer or the 
Transfer Agent and Registrar.

     12. In the event that the Issuer determines that beneficial owners of 
Trust Preferred Securities shall be able to obtain definitive Trust Preferred 
Securities, the Issuer or the Transfer Agent and Registrar shall notify DTC 
of the availability of certificates.  In such event, the Issuer or the 
Transfer Agent and Registrar shall issue, transfer and exchange certificates 
in appropriate amounts, as required by DTC and others, and DTC agrees to 
cooperate fully with the Issuer and the Transfer Agent and Registrar and to 
return the Global Certificate, duly endorsed for transfer as directed by the 
Issuer or the Transfer Agent and Registrar, together with any other documents 
of transfer reasonably requested by the Issuer or the Transfer Agent and 
Registrar.

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

                                      57
<PAGE>

     Nothing herein shall be deemed to require the Transfer Agent and Registrar
to advance funds on behalf of PCC Capital I.

                           Very truly yours,
                         
                            PCC CAPITAL I
                              (as Issuer)
                         
                         
                         
                            By:
                                 ---------------------------
                                 Name:
                                 ADMINISTRATIVE TRUSTEE
                         
                            WILMINGTON TRUST COMPANY,
                                as Trustee, Paying Agent and Registrar
                         
                         
                            By:
                                 ---------------------------
                                 Name:
                                 Title:
                         
                         
                         
RECEIVED AND ACCEPTED:

THE DEPOSITORY TRUST COMPANY

                                       
By:
   -----------------------
   AUTHORIZED OFFICER

                                      58
<PAGE>

                                                                      EXHIBIT C
                                                                               
THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS SET FORTH IN THE TRUST AGREEMENT
                                       
CERTIFICATE NUMBER C-1                       NUMBER OF COMMON SECURITIES ____
                                                                               
                                       
                                       
           CERTIFICATE EVIDENCING COMMON SECURITIES

                              OF

                         PCC CAPITAL I

                    ____% COMMON SECURITIES
         (LIQUIDATION AMOUNT $10 PER COMMON SECURITY)

     PCC Capital I, a statutory business trust formed under the laws of the
State of Delaware (the "Trust"), hereby certifies that Pacific Crest Capital,
Inc. (the "Holder") is the registered owner of   ________ common securities of
the Trust representing beneficial interests of the Trust and designated the
____% Common Securities (liquidation amount $10 per Common Security) (the
"Common Securities").  Except to the extent set forth in Section 5.10 of the
Trust Agreement (as defined below) the Common Securities are not transferable
and any attempted transfer hereof shall be void.  The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of ___________,1997, as the same may be amended from time to
time (the "Trust Agreement") including the designation of the terms of the
Common Securities as set forth therein.  The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

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

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ____ day of ______________,1997.


                                 PCC CAPITAL I
                                 
                                       
                                 By:
                                    -----------------------------
                                    Name:
                                    ADMINISTRATIVE TRUSTEE

                                      59
<PAGE>


                                                                      EXHIBIT D
                                                                               
                   AGREEMENT AS TO EXPENSES AND LIABILITIES
                                       
     AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement"), dated as of
____________, 1997, between Pacific Crest Capital, Inc., a Delaware corporation
("Pacific"), and PCC Capital I, a Delaware business trust (the "Trust").

     WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Debentures from Pacific and to issue and sell ____%
Cumulative Trust Preferred Securities (the "Trust Preferred Securities") with
such powers, preferences and special rights and restrictions as are set forth
in the Amended and Restated Trust Agreement of the Trust dated as of _________,
1997 as the same may be amended from time to time (the "Trust Agreement");

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

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


                                   ARTICLE I
                                       
     SECTION 1.1. GUARANTEE BY PACIFIC.

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

     SECTION 1.2. TERM OF AGREEMENT.

     This Agreement shall terminate and be of no further force and effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the Trust Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise) and (b) the date on which there
are no Beneficiaries remaining; PROVIDED, HOWEVER, that this Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any holder of Trust Preferred Securities or any Beneficiary must restore
payment of any sums paid under the Trust Preferred Securities, under any
Obligation, under the Guarantee Agreement dated the date hereof

                                      60
<PAGE>

by Pacific and Wilmington Trust Company, a Delaware banking corporation, as 
guarantee trustee or under this Agreement for any reason whatsoever.  This 
Agreement is continuing, irrevocable, unconditional and absolute.

     SECTION 1.3. WAIVER OF NOTICE.

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

     SECTION 1.4. NO IMPAIRMENT.

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

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

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

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

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

     SECTION 1.5. ENFORCEMENT.

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

     SECTION 1.6. SUBROGATION.

     Pacific shall be subrogated to all (if any) rights of the Trust in respect
of any amounts paid to the Beneficiaries by Pacific under this Agreement;
PROVIDED, HOWEVER, that Pacific 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 Agreement, if,
at the time of any such payment, any amounts are due and unpaid under this
Agreement.

                                      61
<PAGE>


                                  ARTICLE II
                                       
     SECTION 2.1. BINDING EFFECT.

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

     SECTION 2.2. AMENDMENT.

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

     SECTION 2.3. NOTICES.

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

          PCC Capital I
          c/o Pacific Crest Capital, Inc.
          30343 Canwood Street
          Agoura Hills, California 91301
          Facsimile No.: (818) 865-3260
          Attention: Gary L. Wehrle
          
          Pacific Crest Capital, Inc.
          30343 Canwood Street
          Agoura Hills, California 91301
          Facsimile No.: (818) 865-3260
          Attention: Gary L. Wehrle
          
     SECTION 2.4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA (WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES).

                                      62
<PAGE>

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

                                 PACIFIC CREST CAPITAL, INC.
                                 
                                       
                                 By:
                                       ---------------------------- 
                                       Name:
                                        Title:
                                        
                                        
                                 PCC CAPITAL I
                                 
                                       
                                 By:
                                        ----------------------------
                                        Name:
                                        ADMINISTRATIVE TRUSTEE


                                      63
<PAGE>

                                                                      EXHIBIT E
                                                                               
This Preferred Security is a Global Certificate within the meaning of the Trust
Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository.
This Preferred Security is exchangeable for Trust Preferred Securities
registered in the name of a person other than the Depository or its nominee
only in the limited circumstances described in the Trust Agreement and no
transfer of this Preferred Security (other than a transfer of this Preferred
Security as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.

Unless this Preferred Security is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York) to PCC Capital I or
its agent for registration of transfer, exchange or payment, and any Preferred
Security issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.

CERTIFICATE NUMBER  P-__         NUMBER OF TRUST PREFERRED SECURITIES _______
                                                                               
                                       
                                       
                                   CUSIP NO.
                                  __________
                                       
               CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES
                                       
                                      OF
                                       
                                 PCC CAPITAL I
                                       
                 ____% CUMULATIVE TRUST PREFERRED SECURITIES,
                (LIQUIDATION AMOUNT $10 PER PREFERRED SECURITY)
                                       
  PCC Capital I, a statutory business trust formed under the laws of the State
of Delaware (the "Trust"), hereby certifies that ________________ (the
"Holder") is the registered owner of ________ (___) Trust Preferred Securities
of the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the PCC Capital I ____% Cumulative Trust Preferred
Securities,  (liquidation amount $10 per Preferred Security) (the "Trust
Preferred Securities").  The Trust Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer as provided in Section 5.4 of the Trust Agreement (as defined below).
The designations, rights, privileges, restrictions, preferences and other terms
and provisions of the Trust Preferred Securities are set forth in, and this
certificate and the Trust Preferred Securities represented hereby are issued
and shall in all respects be subject to the terms and provisions of, the
Amended and 

                                      64
<PAGE>




Restated Trust Agreement of the Trust dated as of __________, 1997, as the 
same may be amended from time to time (the "Trust Agreement") including the 
designation of the terms of Trust Preferred Securities as set forth therein.  
The Holder is entitled to the benefits of the Guarantee Agreement entered 
into by Pacific Crest Capital, Inc., a Delaware corporation, and 
[insert name of Guarantee Trustee], as guarantee trustee, dated as of 
___________, 1997, (the "Guarantee"), to the extent provided therein.  The 
Trust will furnish a copy of the Trust Agreement and the Guarantee to the 
Holder without charge upon written request to the Trust at its principal 
place of business or registered office.

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

  IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this ___ day of ___________, 1997.



  PCC CAPITAL I


  By:
       ----------------------------------
  Name:
  ADMINISTRATIVE TRUSTEE


                                      65
<PAGE>

                           ASSIGNMENT

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



       (Insert assignee's social security or tax identification number)
                                       
                                       
                                       
                   (Insert address and zip code of assignee)
                                       
and irrevocably appoints




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

Date: ________________

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

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

                                      66
<PAGE>


                       TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I. 

     DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     Section 1.1.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . .1

ARTICLE II. 

     ESTABLISHMENT OF THE TRUST. . . . . . . . . . . . . . . . . . . . . . . 10
     Section 2.1.   NAME . . . . . . . . . . . . . . . . . . . . . . . . . . 10
     Section 2.2.   OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
                    BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . 10
     Section 2.3.   INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
                    EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . 10
     Section 2.4.   ISSUANCE OF THE PREFERRED SECURITIES . . . . . . . . . . 11
     Section 2.5.   ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION 
                    AND PURCHASE OF DEBENTURES . . . . . . . . . . . . . . . 11
     Section 2.6.   DECLARATION OF TRUST . . . . . . . . . . . . . . . . . . 11
     Section 2.7.   AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS . . . . 12
     Section 2.8.   ASSETS OF TRUST. . . . . . . . . . . . . . . . . . . . . 15
     Section 2.9.   TITLE TO TRUST PROPERTY. . . . . . . . . . . . . . . . . 15

ARTICLE III. 

     PAYMENT ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     Section 3.1.   PAYMENT ACCOUNT. . . . . . . . . . . . . . . . . . . . . 15

ARTICLE IV. 
     
     DISTRIBUTIONS; REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . 16
     Section 4.1.   DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . 16
     Section 4.2.   REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . 17
     Section 4.3.   SUBORDINATION OF COMMON SECURITIES . . . . . . . . . . . 19
     Section 4.4.   PAYMENT PROCEDURES . . . . . . . . . . . . . . . . . . . 19
     Section 4.5.   TAX RETURNS AND REPORTS. . . . . . . . . . . . . . . . . 19
     Section 4.6.   PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST. . . . . . . 20
     Section 4.7.   PAYMENTS UNDER INDENTURE OR PURSUANT TO DIRECT ACTIONS . 20

ARTICLE V. 

     TRUST SECURITIES CERTIFICATES . . . . . . . . . . . . . . . . . . . . . 20
     Section 5.1.   INITIAL OWNERSHIP. . . . . . . . . . . . . . . . . . . . 20
     Section 5.2.   THE TRUST SECURITIES CERTIFICATES. . . . . . . . . . . . 20
     Section 5.3.   EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES. 21
     Section 5.4.   REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED
                    SECURITIES CERTIFICATES. . . . . . . . . . . . . . . . . 21

                                      i
<PAGE>

<CAPTION>

                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
     Section 5.5.   MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
                    CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . 22
     Section 5.6.   PERSONS DEEMED SECURITYHOLDERS . . . . . . . . . . . . . 22
     Section 5.7.   ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES . 22
     Section 5.8.   MAINTENANCE OF OFFICE OR AGENCY. . . . . . . . . . . . . 23
     Section 5.9.   APPOINTMENT OF PAYING AGENT. . . . . . . . . . . . . . . 23
     Section 5.10.  OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR. . . . . . . 24
     Section 5.11.  BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; COMMON
                    SECURITIES CERTIFICATE . . . . . . . . . . . . . . . . . 24
     Section 5.12.  NOTICES TO CLEARING AGENCY . . . . . . . . . . . . . . . 25
     Section 5.13.  DEFINITIVE PREFERRED SECURITIES CERTIFICATES . . . . . . 25
     Section 5.14.  RIGHTS OF SECURITYHOLDERS. . . . . . . . . . . . . . . . 25

ARTICLE VI. 

     ACTS OF SECURITYHOLDERS; MEETINGS; VOTING . . . . . . . . . . . . . . . 27
     Section 6.1.   LIMITATIONS ON VOTING RIGHTS . . . . . . . . . . . . . . 27
     Section 6.2.   NOTICE OF MEETINGS . . . . . . . . . . . . . . . . . . . 28
     Section 6.3.   MEETINGS OF PREFERRED SECURITYHOLDERS. . . . . . . . . . 28
     Section 6.4.   VOTING RIGHTS. . . . . . . . . . . . . . . . . . . . . . 29
     Section 6.5.   PROXIES, ETC.. . . . . . . . . . . . . . . . . . . . . . 29
     Section 6.6.   SECURITYHOLDER ACTION BY WRITTEN CONSENT . . . . . . . . 29
     Section 6.7.   RECORD DATE FOR VOTING AND OTHER PURPOSES. . . . . . . . 29
     Section 6.8.   ACTS OF SECURITYHOLDERS. . . . . . . . . . . . . . . . . 30
     Section 6.9.   INSPECTION OF RECORDS. . . . . . . . . . . . . . . . . . 31

ARTICLE VII. 

     REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . 31
     Section 7.1.   REPRESENTATIONS AND WARRANTIES OF THE BANK . . . . . . . 31
     Section 7.2.   REPRESENTATIONS AND WARRANTIES OF DEPOSITOR. . . . . . . 32

ARTICLE VIII.

     THE TRUSTEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
     Section 8.1.   CERTAIN DUTIES AND RESPONSIBILITIES. . . . . . . . . . . 32
     Section 8.2.   CERTAIN NOTICES. . . . . . . . . . . . . . . . . . . . . 34
     Section 8.3.   CERTAIN RIGHTS OF PROPERTY TRUSTEE . . . . . . . . . . . 34
     Section 8.4.   NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES . 36
     Section 8.5.   MAY HOLD SECURITIES. . . . . . . . . . . . . . . . . . . 36
     Section 8.6.   COMPENSATION; INDEMNITY; FEES. . . . . . . . . . . . . . 36
     Section 8.7.   CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF
                    TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . 37
     Section 8.8.   CONFLICTING INTERESTS. . . . . . . . . . . . . . . . . . 38
     Section 8.9.   CO-TRUSTEES AND SEPARATE TRUSTEE . . . . . . . . . . . . 38
     Section 8.10.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. . . . 39
     Section 8.11.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR . . . . . . . . . 40

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     Section 8.12.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO 
                    BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . 41
     Section 8.13.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR
                    TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . 41
     Section 8.14.  REPORTS BY PROPERTY TRUSTEE. . . . . . . . . . . . . . . 42
     Section 8.15.  REPORTS TO THE PROPERTY TRUSTEE. . . . . . . . . . . . . 43
     Section 8.16.  EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT . . . . 43
     Section 8.17.  NUMBER OF TRUSTEES . . . . . . . . . . . . . . . . . . . 43
     Section 8.18.  DELEGATION OF POWER. . . . . . . . . . . . . . . . . . . 43
     Section 8.19.  VOTING . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE IX. 

     DISSOLUTION, LIQUIDATION AND MERGER . . . . . . . . . . . . . . . . . . 44
     Section 9.1.   DISSOLUTION UPON EXPIRATION DATE . . . . . . . . . . . . 44
     Section 9.2.   EARLY DISSOLUTION. . . . . . . . . . . . . . . . . . . . 44
     Section 9.3.   TERMINATION. . . . . . . . . . . . . . . . . . . . . . . 44
     Section 9.4.   LIQUIDATION. . . . . . . . . . . . . . . . . . . . . . . 45
     Section 9.5.   MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS 
                    OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE X. 

     MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . 47
     Section 10.1.  LIMITATION OF RIGHTS OF SECURITYHOLDERS. . . . . . . . . 47
     Section 10.2.  AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . 48
     Section 10.3.  COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . 48
     Section 10.4.  SEPARABILITY . . . . . . . . . . . . . . . . . . . . . . 48
     Section 10.5.  GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . 49
     Section 10.6.  PAYMENTS DUE ON NON-BUSINESS DAY . . . . . . . . . . . . 49
     Section 10.7.  SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . 49
     Section 10.8.  HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . 49
     Section 10.9.  REPORTS, NOTICES AND DEMANDS . . . . . . . . . . . . . . 49
     Section 10.10. AGREEMENT NOT TO PETITION. . . . . . . . . . . . . . . . 50
     Section 10.11. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT . 50
     Section 10.12. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND
                    INDENTURE. . . . . . . . . . . . . . . . . . . . . . . . 50

EXHIBIT A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
EXHIBIT B  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
EXHIBIT C  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
EXHIBIT D. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
EXHIBIT E  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
</TABLE>

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