Michael F. Elliott not in his individual capacity, but solely as Trustee Robert A. Keil not in his individual capacity, but solely as Trustee Stephen C. Byelick, Jr. not in his individual capacity, but solely as Trustee NCBE CAPITAL TRUST I AMENDED...

EXHIBIT 4.3

Wilmington Trust Company, not in its
individual capacity, but solely as Trustee

By __________________________________

Name: _______________________________
Title: ________________________________

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
not in his individual capacity, but solely as Trustee
▇▇▇▇▇▇ ▇. ▇▇▇▇
not in his individual capacity, but solely as Trustee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
not in his individual capacity, but solely as Trustee

NCBE CAPITAL TRUST I

AMENDED AND RESTATED

TRUST AGREEMENT

among

NATIONAL CITY BANCSHARES, INC., as Depositor
WILMINGTON TRUST COMPANY, as Property Trustee
WILMINGTON TRUST COMPANY, as Delaware Trustee,

and

THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
Dated as of _________ ___, 1998

TABLE OF CONTENTS

PAGE
----

1. DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2. ESTABLISHMENT OF THE TRUST. . . . . . . . . . . . . . . . . . . . . . . .12
2.1 NAME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
2.2 OFFICE OF THE TRUST; PRINCIPAL EXECUTIVE OFFICE. . . . . . . . . . .12
2.3 INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES. . .12
2.4 ISSUANCE OF THE PREFERRED SECURITIES . . . . . . . . . . . . . . . .12
2.5 ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND
PURCHASE OF DEBENTURES. . . . . . . . . . . . . . . . . . . . . . .13
2.6 DECLARATION OF TRUST . . . . . . . . . . . . . . . . . . . . . . . .14
2.7 AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS . . . . . . . . . .14
2.8 ASSETS OF TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . .18
2.9 TITLE TO TRUST PROPERTY. . . . . . . . . . . . . . . . . . . . . . .18

3. PAYMENT ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
3.1 PAYMENT ACCOUNT. . . . . . . . . . . . . . . . . . . . . . . . . . .19

4. DISTRIBUTIONS, REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . .19
4.1 DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .19
4.2 REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
4.3 SUBORDINATION OF COMMON SECURITIES . . . . . . . . . . . . . . . . .22
4.4 PAYMENT PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . .23
4.5 TAX RETURNS AND REPORTS. . . . . . . . . . . . . . . . . . . . . . .23
4.6 PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST. . . . . . . . . . . . .24
4.7 PAYMENTS UNDER INDENTURE . . . . . . . . . . . . . . . . . . . . . .24

5. TRUST SECURITIES CERTIFICATES . . . . . . . . . . . . . . . . . . . . . .24
5.1 INITIAL OWNERSHIP. . . . . . . . . . . . . . . . . . . . . . . . . .24
5.2 THE TRUST SECURITIES CERTIFICATES. . . . . . . . . . . . . . . . . .24
5.3 EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES. . . . . . .24
5.4 REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED
SECURITIES CERTIFICATES . . . . . . . . . . . . . . . . . . . . . .25
5.5 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
5.6 PERSONS DEEMED SECURITYHOLDERS . . . . . . . . . . . . . . . . . . .26
5.7 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES . . . . . . .27
5.8 MAINTENANCE OF OFFICE OR AGENCY. . . . . . . . . . . . . . . . . . .27

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5.9 APPOINTMENT OF PAYING AGENT. . . . . . . . . . . . . . . . . . . . .27
5.10 OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR. . . . . . . . . . . . .28
5.11 BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES;
COMMON SECURITIES CERTIFICATE . . . . . . . . . . . . . . . . . . .28
5.12 NOTICES TO CLEARING AGENCY . . . . . . . . . . . . . . . . . . . . .29
5.13 DEFINITIVE PREFERRED SECURITIES CERTIFICATES . . . . . . . . . . . .29
5.14 RIGHTS OF SECURITYHOLDERS. . . . . . . . . . . . . . . . . . . . . .30

6. ACTS OF SECURITYHOLDERS; MEETINGS; VOTING . . . . . . . . . . . . . . . .31
6.1 LIMITATIONS ON VOTING RIGHTS . . . . . . . . . . . . . . . . . . . .31
6.2 NOTICE OF MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . .32
6.3 MEETINGS OF PREFERRED SECURITYHOLDERS. . . . . . . . . . . . . . . .32
6.4 VOTING RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .33
6.5 PROXIES, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
6.6 SECURITYHOLDER ACTION BY WRITTEN CONSENT . . . . . . . . . . . . . .33
6.7 RECORD DATE FOR VOTING AND OTHER PURPOSES. . . . . . . . . . . . . .33
6.8 ACTS OF SECURITYHOLDERS. . . . . . . . . . . . . . . . . . . . . . .34
6.9 INSPECTION OF RECORDS. . . . . . . . . . . . . . . . . . . . . . . .35

7. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . .35
7.1 REPRESENTATIONS AND WARRANTIES OF THE BANK . . . . . . . . . . . . .35
7.2 REPRESENTATIONS AND WARRANTIES OF THE DELAWARE BANK. . . . . . . . .36
7.3 REPRESENTATIONS AND WARRANTIES OF DEPOSITOR. . . . . . . . . . . . .37

8. THE TRUSTEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
8.1 CERTAIN DUTIES AND RESPONSIBILITIES. . . . . . . . . . . . . . . . .38
8.2 CERTAIN NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . .40
8.3 CERTAIN RIGHTS OF PROPERTY TRUSTEE . . . . . . . . . . . . . . . . .40
8.4 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES . . . . . . .43
8.5 MAY HOLD SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . .43
8.6 COMPENSATION; INDEMNITY; FEES. . . . . . . . . . . . . . . . . . . .43
8.7 CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES . . . .44
8.8 CONFLICTING INTERESTS. . . . . . . . . . . . . . . . . . . . . . . .44
8.9 CO-TRUSTEES AND SEPARATE TRUSTEE . . . . . . . . . . . . . . . . . .44
8.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. . . . . . . . . .46
8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR . . . . . . . . . . . . . . .48
8.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. . . . .48
8.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST . . . .49
8.14 REPORTS BY PROPERTY TRUSTEE. . . . . . . . . . . . . . . . . . . . .49
8.15 REPORTS TO THE PROPERTY TRUSTEE. . . . . . . . . . . . . . . . . . .49
8.16 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT . . . . . . . . . .49
8.17 NUMBER OF TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . .49

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8.18 DELEGATION OF POWER. . . . . . . . . . . . . . . . . . . . . . . . .50
8.19 VOTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .50

9. TERMINATION, LIQUIDATION AND MERGER . . . . . . . . . . . . . . . . . . .50
9.1 TERMINATION UPON EXPIRATION DATE . . . . . . . . . . . . . . . . . .50
9.2 EARLY TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . .51
9.3 TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
9.4 LIQUIDATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
9.5 MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE
TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53

10. MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . .54
10.1 LIMITATION OF RIGHTS OF SECURITYHOLDERS. . . . . . . . . . . . . . .54
10.2 AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
10.3 SEPARABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . .56
10.4 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . .56
10.5 PAYMENTS DUE ON NON-BUSINESS DAY . . . . . . . . . . . . . . . . . .56
10.6 SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56
10.7 HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .56
10.8 REPORTS, NOTICES AND DEMANDS . . . . . . . . . . . . . . . . . . . .56
10.9 AGREEMENT NOT TO PETITION. . . . . . . . . . . . . . . . . . . . . .57
10.10 TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT. . . . . . .58
10.11 ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND
INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58

EXHIBITS

Description Exhibit

Certificate of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A
Certificate Depository Agreement . . . . . . . . . . . . . . . . . . . . . . . B
Certificate Evidencing Common Securities . . . . . . . . . . . . . . . . . . . C
Form of Agreement as to Expenses and Liabilities . . . . . . . . . . . . . . . D
Certificate Evidencing Preferred Securities. . . . . . . . . . . . . . . . . . E

TRUST INDENTURE ACT
CROSS-REFERENCE TABLE

Section of Section of
Trust Indenture Act Trust Agreement
of 1939, As Amended

310(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.7
310(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.7
310(a)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.7

-iii-

310(a)(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7(a)(1)
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.8
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8.13
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8.13
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..5.7
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7
312(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14(a)
313(a)(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14(b)
313(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14(b)
313(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14(b)
313(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14(c)
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8.15
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
314(c)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8.16
314(c)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8.16
314(c)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1, 8.16
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8.1(a), 8.3(a)
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2
315(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8.1(a)
315(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8.1, 8.3
315(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
316(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
316(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
316(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
316(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
316(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
317(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
317(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
317(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.9
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.10

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

-iv-

AMENDED AND RESTATED TRUST AGREEMENT

THIS AMENDED AND RESTATED TRUST AGREEMENT is entered into and
effective as of April ____, 1998, by and among (i) NATIONAL CITY BANCSHARES,
INC., an Indiana 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 (including its successors, the "Property Trustee" and, in its separate
corporate capacity and not in its capacity as Property Trustee, the "Bank"),
(iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, duly organized
and existing under the laws of the State of Delaware, as Delaware Trustee
(including its successors, the "Delaware Trustee" and, in its separate corporate
capacity and not in its capacity as Delaware Trustee, the "Delaware Bank"),
(iv) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, an individual, ▇▇▇▇▇▇ ▇. ▇▇▇▇, an individual, and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., an individual, each of whose address is c/o National
City Bancshares, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. Box 868, Evansville,
Indiana 47705-0868 (each, including successors, an "Administrative Trustee" and
collectively the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee, the Administrative Trustees referred to collectively as the "Trustees")
and (v) the several Holders, as hereinafter defined.

RECITALS:

A. Whereas, the Depositor, the Delaware Trustee, and the
Administrative Trustees have heretofore duly declared and established a business
trust pursuant to the Delaware Business Trust Act by the entering into of that
certain Trust Agreement, dated as of February 12, 1998 (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 February 12, 1998, the form of which is attached as Exhibit A; and

B. Whereas, the Depositor, the Delaware Trustee, the Property
Trustee and the Administrative Trustees desire to amend and restate the Original
Trust Agreement in its entirety as set forth herein to provide for, among other
things, (i) the issuance of the Common Securities 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 Property Trustee;

AGREEMENT:

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

1. DEFINED TERMS.

1.1 DEFINITIONS.

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

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

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

(3) 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

(4) 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.

(b) "Act" has the meaning specified in Section 6.8.

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

(d) "Additional Sums" has the meaning specified in
Section 2.5(c) of the Indenture.

(e) "Administrative Trustee" has the meaning set forth in the
Preamble.

(f) "Affiliate" means, with respect to a specified Person,
(a) any Person directly or indirectly owning, controlling or holding
with power to vote 10% or more of the outstanding voting securities or
other ownership interests of the specified Person; (b) any Person 10%
or more of whose outstanding voting securities or other ownership
interests are directly or indirectly owned, controlled or held with
power to vote by the specified Person; (c) any Person directly or
indirectly controlling, controlled by, or under common control with
the specified Person; (d) a partnership

-2-

in which the specified Person is a general partner; (e) any officer or
director of the specified Person; and (f) if the specified Person is an
individual, any entity of which the specified Person is an officer,
director or general partner.

(g) "Authenticating Agent" means any authenticating agent
appointed pursuant to Section 5.3(c).

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

(i) "Bankruptcy Event" means, with respect to any Person:

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

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

-3-

(j) "Bankruptcy Laws" has the meaning specified in Section 10.9.

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

(l) "Book-Entry Preferred Securities Certificates" means
certificates representing Preferred Securities issued in global, fully
registered form to the Clearing Agency as described in Section 5.11.

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

(n) "Certificate Depository Agreement" means the agreement among
the Depositor, the Property Trustee, the Securities Registrar, and The
Depository Trust Company, as the initial Clearing Agency, dated as of
the Closing Date, relating to the Trust Securities Certificates,
substantially in the form attached as Exhibit B, as the same may be
amended and supplemented from time to time.

(o) "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.

(p) "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.

(q) "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.

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

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

-4-

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

(u) "Common Security" means an undivided beneficial interest in
the assets of the Trust, having a Liquidation Amount of $25 and having
the rights provided therefor in this Trust Agreement, including the
right to receive Distributions and a Liquidation Distribution as
provided herein.

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

(w) "Corporate Trust Office" means the principal corporate trust
office of the Property Trustee, which at the date hereof is located
at ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Corporate Trust Administration.

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

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

(z) "Debenture Trustee" means the trustee under the Indenture.

(aa) "Debentures" means the $_____________ aggregate principal
amount (or up to $______________ aggregate principal amount if the
Underwriters exercise their Option and there is an Option Closing
Date) of the Depositor's _______% Subordinated Debentures due 2028,
issued pursuant to the Indenture.

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

(cc) "Delaware Bank" has the meaning specified in the Preamble.

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

(ee) "Delaware Trustee" has the meaning specified in the
Preamble.

(ff) "Depositor" has the meaning specified in the Preamble.

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

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

(ii) "Early Termination Event" has the meaning set forth in
Section 9.2.

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

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

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

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

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

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(5) 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.

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

(ll) "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.

(mm) "Expiration Date" has the meaning specified in Section 9.1.

(nn) "Extended Interest Payment Period" has the meaning specified
in Section 4.1 of the Indenture.

(oo) "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.

(pp) "Global Debenture" has the meaning specified in the
Indenture.

(qq) "Indenture" means the Indenture, dated as of ___________
____, 1999, between the Depositor and the Debenture Trustee, as
trustee, as amended or supplemented from time to time.

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

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

(tt) "Like Amount" means (a) with respect to a redemption of
Trust Securities, Trust Securities having a Liquidation Amount equal
to the principal amount of Debentures to be contemporaneously redeemed
in accordance with the Indenture and the proceeds of which 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 termination or liquidation of the Trust,
Debentures having a principal amount equal to the Liquidation Amount
of the Trust

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Securities of the Holder to whom such Debentures are distributed, which
Debentures will carry accumulated interest in an amount equal to the
accumulated and unpaid interest then due.

(uu) "Liquidation Amount" means the stated amount of $25 per
Trust Security.

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

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

(xx) "Officers' Certificate" means a certificate signed by the
Chairman of the Board, President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, of the Depositor, and delivered to the appropriate Trustee.
One of the officers signing an Officers' Certificate given pursuant to
Section 8.16 shall be the principal executive, financial or accounting
officer of the Depositor. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided in this
Trust Agreement shall include:

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

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

(3) 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

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

(yy) "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,

-8-

but not an employee of any thereof, and who shall be reasonably
acceptable to the Property Trustee.

(zz) "Option" means the grant by the Trust to the Underwriters of
an option to purchase all or any portion of an additional _______
Preferred Securities pursuant to the terms of the Underwriting
Agreement, solely to cover over-allotments, if any.

(aaa) "Option Closing Date" means the time, date of payment
and delivery of the Preferred Securities purchased by the Underwriters
pursuant to their exercise of the Option and in accordance with the
terms of the Underwriting Agreement.

(bbb) "Original Trust Agreement" has the meaning specified in
the recitals to this Trust Agreement.

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

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

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

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

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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 the Depositor or any Affiliate
of the Depositor.

(ddd) "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).

(eee) "Paying Agent" means any paying agent or co-paying
agent appointed pursuant to Section 5.9 and shall initially be the
Bank.

(fff) "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 shall make payments to the Securityholders
in accordance with Sections 4.1 and 4.2.

(ggg) "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.

(hhh) "Preferred Security" means an undivided beneficial
interest in the assets of the Trust, having a Liquidation Amount of
$25 and having the rights provided therefor in this Trust Agreement,
including the right to receive Distributions and a Liquidation
Distribution as provided herein.

(iii) "Preferred Securities Certificate" means a certificate
evidencing ownership of Preferred Securities, substantially in the
form attached as Exhibit E.

(jjj) "Property Trustee" means the commercial bank or trust
company identified as the "Property Trustee", in the Preamble solely
in its capacity as Property Trustee of the Trust and not in its
individual capacity, or its successor in interest in such capacity, or
any successor property trustee appointed as herein provided.

(kkk) "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;

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provided that each Debenture Redemption Date and the stated maturity
of the Debentures shall be a Redemption Date for a Like Amount of
Trust Securities.

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

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

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

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

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

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

(rrr) "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.

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

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

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

(vvv) "Trustee" has the meaning set forth in the Preamble.

(www) "Underwriters" means the Persons named as underwriters
in the Underwriting Agreement.

(xxx) "Underwriting Agreement" means the Underwriting
Agreement, dated as of _________ ____, 1998, among the Trust, the
Depositor and the Underwriters named therein.

2. ESTABLISHMENT OF THE TRUST.

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

2.2 OFFICE OF THE TRUST; PRINCIPAL EXECUTIVE OFFICE. The address of
the Trust in the State of Delaware is c/o Wilmington Trust Company, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 National City
Bancshares, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. Box 868, Evansville, Indiana 47705-0868.

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

2.4 ISSUANCE OF THE PREFERRED SECURITIES. The Depositor, on behalf
of the Trust and pursuant to the Original Trust Agreement, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 5.2 and deliver in accordance
with the Underwriting Agreement Preferred Securities Certificates, registered in
the

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name of the nominee of the initial Clearing Agency, in an aggregate amount of
___________ Preferred Securities having an aggregate Liquidation Amount of
$_________, against receipt of the aggregate purchase price of such Preferred
Securities of $_____________, which amount such Administrative Trustee shall
promptly deliver to the Property Trustee. If the Underwriters exercise their
Option and there is an Option Closing Date, then an Administrative Trustee, on
behalf of the Trust, shall execute in accordance with Section 5.2, and deliver
in accordance with the Underwriting Agreement, additional Preferred Securities
Certificates, registered in the name of the nominee of the Clearing Agency in an
aggregate amount of up to _____________ Preferred Securities having an aggregate
Liquidation Amount of up to $_________ against receipt of the aggregate purchase
price of such Preferred Securities equal to the product of $25 multiplied by the
number of Preferred Securities purchased pursuant to the Option, which amount
such Administrative Trustee shall promptly deliver to the Property Trustee.

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

(a) Contemporaneously with the execution and delivery of this
Trust Agreement, an Administrative Trustee, on behalf of the Trust,
shall execute in accordance with Section 5.2, and deliver Common
Securities Certificates, registered in the name of the Depositor, in
an aggregate amount of ________ Common Securities having an aggregate
Liquidation Amount of $____________, against receipt of the aggregate
purchase price of such Common Securities of $___________, which amount
such Administrative Trustee shall promptly deliver to the Property
Trustee. Contemporaneously therewith, an Administrative Trustee, on
behalf of the Trust, shall subscribe to and purchase from the
Depositor, Debentures, registered in the name of the Property Trustee
on behalf of the Trust and having an aggregate principal amount equal
to $_____________, and, in satisfaction of the purchase price for such
Debentures, the Property Trustee, on behalf of the Trust, shall
transfer $___________ to the Depositor.

(b) If the Underwriters exercise the Option and there is an
Option Closing Date, then an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 5.2, and deliver to
the Depositor, Common Securities Certificates, registered in the name
of the Depositor, in an aggregate amount of up to _____________ Common
Securities having an aggregate Liquidation Amount of up to
$________________ against payment by the Depositor of an amount equal
to the product of $25 multiplied by number of additional Common
Securities purchased by the Depositor. Contemporaneously therewith,
an Administrative Trustee, on behalf of the Trust, shall subscribe to
and purchase from the Depositor, Debentures, registered in the name
of the Property Trustee on behalf of the Trust and having an
aggregate principal amount of up to $________________, and, in
satisfaction of the purchase price of such Debentures, the Property
Trustee, on behalf of the Trust, shall

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deliver to the Depositor an aggregate amount equal to the sum of the
amounts received from one of the Administrative Trustees pursuant
to the first sentence of this Section 2.5(b) and to the last sentence
of Section 2.4.

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, convenient or incidental thereto. The Depositor hereby appoints the
Trustees as trustees of the Trust, to have all the rights, powers and duties to
the extent set forth herein, and the Trustees hereby accept such appointment.
The Property Trustee hereby declares that it will hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Business Trust Act.

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 Article 8,
and in accordance with the following provisions (1) and (2), the
Administrative Trustees shall have the authority to enter into all
transactions and agreements determined by the Administrative Trustees
to be appropriate in exercising the authority, express or implied,
otherwise granted to the Administrative Trustees under this Trust
Agreement, and to perform all acts in furtherance thereof, including
without limitation, the following:

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

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

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

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

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

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

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

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

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

(I) the taking of any action incidental to the
foregoing as the Administrative Trustees may from time
to time determine is necessary or advisable to give
effect to the terms of this Trust Agreement for the
benefit of the

-15-

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

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

(A) the establishment of the Payment Account;

(B) the receipt of the Debentures;

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

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

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

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

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

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

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

-16-

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

(K) except as otherwise provided in this
Section 2.7(a)(2), 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)(1).

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

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

(1) the preparation and filing by the Trust with the Commission
and the execution on behalf of the Trust of one or more registration
statements on the appropriate form in relation to the Preferred
Securities, the Debentures and the Guarantee, including any amendments
thereto;

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

-17-

or advisable in order to comply with the applicable laws of any such
states;

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

(4) 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;

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

(6) 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 Investment Company Act, will be classified as a "grantor
trust" and not as an association taxable as a corporation for United
States federal income tax purposes and so that the Debentures will be
treated as indebtedness of the Depositor for United States federal
income tax purposes. In this connection, subject to Section 10.2, the
Depositor and the Administrative Trustees are authorized to take any
action, not inconsistent with applicable law or this Trust Agreement,
that each of the Depositor and the Administrative Trustees determines
in their discretion to be necessary or desirable for such purposes.

2.8 ASSETS OF TRUST. The assets of the Trust shall consist of the
Trust Property.

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
Securityholders in accordance with this Trust Agreement.

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3. PAYMENT ACCOUNT.

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 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.

4. DISTRIBUTIONS, REDEMPTION.

4.1 DISTRIBUTIONS.

(a) 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
accumulate from _________, 1998, and, except during any Extended
Interest Payment Period with respect to the Debentures, shall be
payable quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year, commencing on June 30, 1998 (each date on
which distributions are payable in accordance with the foregoing a
"Distribution Date").

If any date on which a Distribution is otherwise payable on the
Trust Securities is not a Business Day, then the payment of such
Distribution shall be made on the next succeeding day that is a
Business Day (and without any additional Distributions, interest or
other payment in respect of any such delay), in each case with the
same force and effect as if made on the date such payment was
originally payable.

(b) The Trust Securities represent undivided beneficial
interests in the Trust Property, and the Distributions on the Trust
Securities shall be payable at a rate of _____% per annum of the
Liquidation Amount of the Trust Securities. The amount of
Distributions payable for any full period shall be computed on the
basis

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of a 360-day year of twelve 30-day months. The amount of Distributions
for any partial period shall be computed on the basis of the number of
days elapsed in a 360-day year of twelve 30-day months. During any
Extended Interest Payment Period with respect to the Debentures,
Distributions on the Trust Securities will be deferred for a period equal
to the Extended Interest Payment Period. The amount of Distributions
payable for any period shall include the Additional Amounts, if any.

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

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

4.2 REDEMPTION.

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

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

(1) the Redemption Date;

(2) the Redemption Price;

(3) the CUSIP number;

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

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(5) that on the Redemption Date the Redemption Price will become
due and payable upon each such Trust Security to be redeemed and that
interest and Distributions thereon will cease to accumulate 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 legally and
immediately available funds then on hand and available in the Payment
Account for the payment of such Redemption Price.

(d) If the Property Trustee gives a notice of redemption in
respect of any Preferred Securities, then, by 12:00 noon, New York
City time, on the Redemption Date, subject to Section 4.2(c), the
Property Trustee will, so long as the Preferred Securities are in
book-entry-only form, deposit with the Clearing Agency for the
Preferred Securities funds sufficient to pay the applicable Redemption
Price and will give such Clearing Agency irrevocable instructions and
authority to pay the Redemption Price to the Holders thereof. If the
Preferred Securities are no longer in book-entry-only form, the
Property Trustee, subject to Section 4.2(c), will deposit with the
Paying Agent funds sufficient to pay the applicable Redemption Price
and will give the Paying Agent irrevocable instructions and authority
to pay the Redemption Price to the Holders thereof upon surrender of
their Preferred Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date
for any Trust Securities called for redemption shall be payable to the
Holders of such Trust Securities as they appear on the Securities
Register 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 Trust Securities will
cease to be Outstanding. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), 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 accumulate, at the then
applicable rate, from the Redemption Date originally established by
the Trust for such Trust Securities to the date such

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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 record 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 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 a date at least 15 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 aggregate Liquidation
Amounts) among the Common Securities and the Preferred Securities.
The particular Preferred Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Property
Trustee from the Outstanding Preferred Securities not previously
called for redemption, by such method (including, without limitation,
by lot) as the Property Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal
to $25 or an integral multiple of $25 in excess thereof) of the
Liquidation Amount of Preferred Securities of a denomination larger
than $25. The Property Trustee shall promptly notify the Securities
Registrar in writing of the Preferred Securities selected for
redemption and, in the case of any Preferred Securities selected for
partial redemption, the Liquidation Amount thereof to be redeemed.
For all purposes of this Trust Agreement, unless the context otherwise
requires, all provisions relating to the redemption of Preferred
Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the
Liquidation Amount of Preferred Securities which has been or is to be
redeemed.

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
aggregate 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

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unpaid Distributions (including Additional Amounts, if applicable) on all
Outstanding Preferred Securities for all Distribution periods terminated
on or prior thereto, or in the case of payment of the Redemption Price
the full amount of such Redemption Price on all Outstanding Preferred
Securities then called for redemption, shall have been made or provided
for, and all funds immediately available to the Property Trustee shall
first be applied to the payment in full in cash of all Distributions
(including Additional Amounts, if applicable) on, or the Redemption Price
of, Preferred Securities then due and payable.

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

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 by wire transfer 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.

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

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4.6 PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST. Upon receipt under
the Debentures of Additional Sums, the Property Trustee, at the direction of an
Administrative Trustee or the Depositor, shall promptly pay any taxes, duties or
governmental charges of whatsoever nature (other than withholding taxes) imposed
on the Trust by the United States or any other taxing authority.

4.7 PAYMENTS UNDER INDENTURE. Any amount payable hereunder to any
Holder of Preferred Securities shall be reduced by the amount of any
corresponding payment such Holder has directly received under the Indenture
pursuant to Section 5.14(b) or 5.14(c) hereof.

5. TRUST SECURITIES CERTIFICATES.

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

5.2 THE TRUST SECURITIES CERTIFICATES. The Preferred Securities
Certificates shall be issued in minimum denominations of $25 Liquidation Amount
and integral multiples of $25 in excess thereof, and the Common Securities
Certificates shall be issued in denominations of $25 Liquidation Amount and
integral multiples thereof. The Trust Securities Certificates shall be executed
on behalf of the Trust by manual or facsimile signature of at least one
Administrative Trustee. 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 the 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.

5.3 EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES. On the
Closing Date and on the date on which the Underwriters exercise the Option, as
applicable, the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.4
and 2.5, to be executed on behalf of the Trust by the manual or facsimile
signature of at least one of the Administrative Trustees and delivered to or
upon the written order of the Depositor, signed by its Chairman of the Board and
Chief Executive Officer, President, any Vice President, the Treasurer or any
Assistant Treasurer without further corporate action by the Depositor, in
authorized denominations.

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(a) A Preferred Securities Certificate shall not be valid until
authenticated by the manual signature of an authorized signatory of
the Property Trustee. The signature shall be conclusive evidence that
the Preferred Securities Certificate has been authenticated under this
Trust Agreement. Each Preferred Securities Certificate shall be dated
the date of its authentication.

(b) Upon the written order of the Trust signed by an
Administrative Trustee, the Property Trustee shall authenticate and
make available for delivery the Preferred Securities Certificates.

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

5.4 REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES
CERTIFICATES.

(a) The Depositor shall keep or cause to be kept, at the office
or agency maintained pursuant to Section 5.8, a register or registers
for the purpose of registering Trust Securities Certificates and
transfers and exchanges of Preferred Securities Certificates (herein
referred to as the "Securities Register") in which the registrar
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.

(b) 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

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Amount upon surrender of the Preferred Securities Certificates to be
exchanged at the office or agency maintained pursuant to Section 5.8.

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

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

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, the Property Trustee and the Administrative Trustees such security or
indemnity as may be required by them to save each of them harmless, then in the
absence of notice that such Trust Securities Certificate shall have been
acquired by a 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.

5.6 PERSONS DEEMED SECURITYHOLDERS. The Trustees, the Paying Agent
and the Securities Registrar shall treat the Person in whose name any Trust
Securities Certificate shall be

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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.

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 15 and
July 15 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 in
order to enable the Property Trustee to discharge its obligations under this
Trust Agreement, in each case to the extent such information is in the
possession or control of the Administrative Trustees or the Depositor and is not
identical to a previously supplied list or has not otherwise been received by
the Property Trustee in its capacity as Securities Registrar. The rights of
Securityholders to communicate with other Securityholders with respect to their
rights under this Trust Agreement or under the Trust Securities, and the
corresponding rights of the Trustee shall be as provided in the Trust Indenture
Act. Each Holder, by receiving and holding a Trust Securities Certificate, and
each owner shall be deemed to have agreed not to hold the Depositor, the
Property Trustee or the Administrative Trustees accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

5.8 MAINTENANCE OF OFFICE OR AGENCY. The Administrative Trustees
shall maintain in Wilmington, Delaware, 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, at ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: 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 Registrar or any such office or
agency.

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

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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, and 8.6 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 to this Agreement to the Paying Agent
shall include any co-paying agent unless the context requires otherwise.

5.10 OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR. On the Closing
Date, the Depositor shall acquire and retain beneficial and record ownership of
the Common Securities. To the fullest extent permitted by law, any attempted
transfer of the Common Securities (other than a transfer in connection with a
merger or consolidation of the Depositor into another corporation pursuant to
Section 2.2 of the Indenture) shall be void. The Administrative Trustees shall
cause each Common Securities Certificate issued to the Depositor to contain a
legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH
THE TRUST AGREEMENT (AS DEFINED HEREIN)".

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 or held on
behalf of The Depository Trust Company, the initial Clearing Agency,
by, or on behalf of, the Trust. Such Book-Entry 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:

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

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(2) 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 and
Redemption Price of and Distributions on the Book-Entry Preferred
Securities) as the sole Holder of Book-Entry Preferred Securities
Certificates and shall have no obligations to the Owners thereof;

(3) 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

(4) 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
hereto will not be deemed an agent of the Trustees for any purpose.

(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.

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.

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, or if at any time the Clearing Agency ceases to be a
clearing agency registered under the Exchange Act, at a time when the Clearing
Agency is required to be so registered to act as such Clearing Agency, (b) the
Depositor at its sole discretion advises the Trustees

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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 interests 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 of the occurrence of any such event and of the
availability of the Definitive Preferred Securities Certificates to Owners
requesting the same. Upon surrender to the 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.

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

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

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shall have such right by a notice in writing to the Depositor and the
Debenture Trustee; and upon any such declaration such principal amount
of and the accrued interest on all of the Debentures shall become
immediately due and payable, provided that the payment of principal
and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture.

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

6. ACTS OF SECURITYHOLDERS; MEETINGS; VOTING.

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 Property Trustee shall not (i) direct the time, method and place
of conducting any proceeding for any remedy available to the Debenture
Trustee, or executing any trust or power conferred on the Debenture
Trustee with respect to such Debentures, (ii) waive any past default
which is waivable under Article 6 of the Indenture, (iii) exercise any
right to rescind or annul a declaration that the principal of all the
Debentures shall be due and payable or (iv) consent to any amendment,
modification or termination of the Indenture or the Debentures, where
such consent shall be required, without, in each case, obtaining the
prior approval of the Holders of at least a majority in Liquidation
Amount of all Outstanding Preferred Securities; provided, however,
that where a consent under the Indenture would require the consent of
each Holder of Outstanding Debentures affected thereby, no such
consent shall be given by the Property Trustee without the prior
written consent of each holder of Preferred Securities. The Property
Trustee shall not revoke any action previously authorized or approved
by a vote of the Holders of the Outstanding Preferred Securities,
except by a subsequent vote of the Holders of the Outstanding
Preferred Securities. The

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Property Trustee shall notify each Holder of the Outstanding Preferred
Securities of any notice of default received from the Debenture Trustee
with respect to the Debentures. In addition to obtaining the foregoing
approvals of the Holders of the Preferred Securities, prior to taking
any of the foregoing actions, the Property Trustee shall, at the expense
of the Depositor, obtain an Opinion of Counsel experienced in such
matters to the effect that the Trust will continue to be classified as
a grantor trust and not as an association taxable as a corporation for
United States federal income tax purposes on account of such action.

(c) If any proposed amendment to the Trust Agreement provides
for, or the Trustees otherwise propose to effect, (i) any action that
would adversely affect in any material respect the powers, preferences
or special rights of the Preferred Securities, whether by way of
amendment to the Trust Agreement or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than
pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Preferred Securities as a class 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. No amendment to this Trust Agreement may be made if, as a
result of such amendment, the Trust would cease to be classified as a
grantor trust or would be classified as an association taxable as a
corporation for United States federal income tax purposes.

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.

6.3 MEETINGS OF PREFERRED SECURITYHOLDERS.

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

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

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

6.4 VOTING RIGHTS. Securityholders shall be entitled to one vote for
each $25 of Liquidation Amount represented by their Trust Securities in respect
of any matter as to which such Securityholders are entitled to vote.

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. 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.

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).

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

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6.8 ACTS OF SECURITYHOLDERS.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Trust
Agreement to be given, made or taken by Securityholders 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 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.

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

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

(e) Without limiting the foregoing, a Securityholder entitled
hereunder to take any action hereunder with regard to any particular
Trust Security may do so with regard to all or any part of the
Liquidation Amount of such Trust Security or by

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one or more duly appointed agents each of which may do so pursuant to
such appointment with regard to all or any part of such Liquidation Amount.

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

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.

7. REPRESENTATIONS AND WARRANTIES.

7.1 REPRESENTATIONS AND WARRANTIES OF THE BANK. The Bank and
Property Trustee, as of the date hereof, and each successor Property Trustee at
the time of the successor Property Trustee's acceptance of its appointment as
Property Trustee hereunder (the term "Bank" being used to refer to such
successor Property Trustee in its separate corporate capacity) hereby represents
and warrants (as applicable) for the benefit of the Depositor and the
Securityholders that:

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

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

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

(d) the execution, delivery and performance by the Property
Trustee of this Trust Agreement has been duly authorized by all
necessary corporate or other action on the part of the Bank and does
not require any approval of stockholders of the Bank and such
execution, delivery and performance will not (i) violate the Property
Trustee's charter or by-laws, (ii) violate any provision of, or
constitute, with or without notice or lapse of time, a default under,
or result in the creation or

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imposition of, any Lien on any properties included in the Trust Property
pursuant to the provisions of, any indenture, mortgage, credit agreement,
license or other agreement or instrument to which the Property Trustee or
Bank is a party or by which it is bound, or (iii) violate any law,
governmental rule or regulation of the United States or its jurisdiction
of incorporation, as the case may be, governing the banking or trust powers
of the Bank or Property Trustee or any order, judgment or decree applicable
to the Property Trustee or the Bank;

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

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

7.2 REPRESENTATIONS AND WARRANTIES OF THE DELAWARE BANK. The
Delaware Bank and Delaware Trustee, as of the date hereof, and each successor
Delaware Trustee at the time of the successor Delaware Trustee's acceptance
of appointment as Delaware Trustee hereunder (the term "Delaware Bank" being
used to refer to such successor Delaware Trustee in its separate corporate
capacity), hereby represents and warrants (as applicable) for the benefit of
the Depositor and the Securityholders that:

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

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

(c) this Trust Agreement has been duly authorized, executed and
delivered by the Delaware Trustee and constitutes the valid and
legally binding

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agreement of the Delaware Trustee enforceable against it in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors, rights and to general equity
principles;

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

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

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

7.3 REPRESENTATIONS AND WARRANTIES OF DEPOSITOR. The Depositor
hereby represents and warrants for the benefit of the Securityholders that:

(a) the Trust Securities Certificates issued on the Closing Date
or the Option Closing Date, if applicable, on behalf of the Trust have
been duly authorized and will have been, duly and validly executed,
issued and delivered by the Administrative Trustees pursuant to the
terms and provisions of, and in accordance

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with the requirements of, this Trust Agreement and the Securityholders
will be, as of such date, entitled to the benefits of this Trust Agreement;
and

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

8. THE TRUSTEES.

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. No Administrative Trustee nor the Delaware Trustee
shall be liable for its acts or omissions hereunder except as a result
of its own gross negligence or willful misconduct. The Property
Trustee's liability shall be determined under the Trust Indenture Act.
Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of
or affording protection to the Trustees shall be subject to the
provisions of this Section. To the extent that, at law or in equity,
the Delaware Trustee or an Administrative Trustee has duties
(including fiduciary duties) and liabilities relating thereto to the
Trust or to the Securityholders, the Delaware Trustee or such
Administrative Trustee shall not be liable to the Trust or to any
Securityholder for such Trustee's good faith reliance on the
provisions of this Trust Agreement. The provisions of this Trust
Agreement, to the extent that they restrict the duties and liabilities
of the Delaware Trustee or the Administrative Trustees otherwise
existing at law or in equity, are agreed by the Depositor and the
Securityholders to replace such other duties and liabilities of the
Delaware Trustee or Administrative Trustees.

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

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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:

(1) 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;

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

(3) 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;

(4) 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

(5) the Property Trustee shall not be responsible for monitoring
the compliance by the Administrative Trustees or the

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Depositor with their respective duties under this Trust Agreement,
nor shall the Property Trustee be liable for the negligence, default
or misconduct of the Administrative Trustees or the Depositor.

8.2 CERTAIN NOTICES.

(a) Within five Business Days after the occurrence of any Event
of Default actually known to the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in
Section 10.8 notice of such Event of Default to the Securityholders,
the Administrative Trustees and the Depositor, unless such Event of
Default shall have been cured or waived. For purposes of this Section
the term "Event of Default" means any event that is, or after notice
or lapse of time or both would become, an Event of Default.

(b) The Administrative Trustees shall transmit, to the
Securityholders in the manner and to the extent provided in
Section 10.8 notice of the Depositor's election to begin or further
extend an Extended Interest Payment Period on the Debentures (unless
such election shall have been revoked) within the time specified for
transmitting such notice to the holders of the Debentures pursuant to
the Indenture as originally executed.

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 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

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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 reasonable shorter period of time set forth in such
notice (which to the extent practicable shall not be less than two
Business Days), it may, but shall be under no duty to, take or refrain
from taking such action not inconsistent with this Trust Agreement as it
shall deem advisable and in the best interests of the Securityholders, in
which event the Property Trustee shall have no liability except for its own
bad faith, negligence or willful misconduct;

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

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

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

(f) the Property Trustee may consult with counsel of its choice
(which counsel may be counsel to the Depositor or any of its
Affiliates) and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon and
in accordance with such advice, 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; nothing contained
herein shall, however, relieve the Property Trustee of the obligation,
upon the occurrence of an Event of

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Default (that has not been cured or waived) to exercise with respect
to the Debentures, such of the rights and powers vested in it by this
Trust Agreement, and to use the same degree of care and skill in their
exercise as a prudent man would exercise under the circumstances in the
conduct of his own affairs;

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

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

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

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

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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.

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, subject to Sections 8.8 and 8.13
and, except as provided in the definition of the term "Outstanding" in
Section 1, may otherwise deal with the Trust with the same rights it would
have if it were not a Trustee or such other agent.

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);

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

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

(d) 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.

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8.7 CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

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

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

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

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.

8.9 CO-TRUSTEES AND SEPARATE TRUSTEE.

(a) Unless an Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in
which any part of the Trust Property may at the time be located, the
Depositor shall have power to appoint, and upon the written request of
the Property Trustee, the Depositor shall for such purpose join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more
Persons approved by the Property Trustee either to act as co-trustee,
jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law to act as separate

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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.

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

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

(1) 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-trustees or separate trustee.

(2) 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.

(3) The Property Trustee at any time, by an instrument in
writing executed by it, with the written concurrence of the Depositor,

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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 the power to accept the resignation of, or remove, any such
co-trustee or separate trustee without the concurrence of the
Depositor. Upon the written request of the Property Trustee, the
Depositor shall join with the Property Trustee in the execution,
delivery and performance of all instruments and agreements necessary
or proper to effectuate such resignation or removal. A successor to
any co-trustee or separate trustee so resigned or removed may be
appointed in the manner provided in this Section 8.9.

(4) 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.

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

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

8.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

(b) Subject to the immediately preceding paragraph, the Relevant
▇▇▇▇▇▇▇ may resign at any time with respect to the Trust Securities by
giving written notice thereof to the Securityholders. If the
instrument of acceptance by the successor Trustee required by
Section 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 Depositor, any
court of competent jurisdiction for the appointment of a successor
Relevant Trustee with respect to the Trust Securities.

(c) Unless a Debenture Event of Default shall have occurred and
be continuing, any Trustee may be removed at any time by Act of the
Common Securityholder. If a Debenture Event of Default shall have
occurred and be

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

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

(e) The Property Trustee shall give notice of each resignation
and each removal of a Trustee and each appointment of a successor
Trustee to all Securityholders in the manner provided in Section 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.

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(f) Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Administrative Trustee or a Delaware
Trustee who is a natural person dies or becomes, in the opinion of the
Depositor, incompetent or incapacitated, the vacancy created by such
death, incompetence or incapacity may be filled by: (1) the unanimous
act of remaining Administrative Trustees if there are at least two of
them; or (2) otherwise by the Depositor (with the successor in each
case being a Person who satisfies the eligibility requirement for
Administrative Trustees set forth in Section 8.7).

8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

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

8.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any Person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any

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corporation succeeding to all or substantially all the corporate trust
business of such Relevant Trustee, shall be the successor of such Relevant
Trustee hereunder, provided such Person shall be otherwise qualified and
eligible under this Section, without the execution or filing of any paper or
any further act on the part of any of the parties hereto.

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

8.14 REPORTS BY PROPERTY TRUSTEE.

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

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

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.

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.

8.17 NUMBER OF TRUSTEES.

(a) The Property Trustee and the Delaware Trustee may be the
same Person. The number of Trustees shall be four, so long as the
Property Trustee serves

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as Delaware Trustee, provided that the Holder of all of the Common
Securities by written instrument may increase or decrease the number
of Administrative Trustees.

(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,
dissolution, termination, incompetence or incapacity to perform the
duties of a Trustee shall not operate to annul, dissolve or terminate
the Trust or terminate this Trust Agreement. 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.

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 2.6(a); and

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

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.

9. TERMINATION, LIQUIDATION AND MERGER.

9.1 TERMINATION UPON EXPIRATION DATE. Unless earlier dissolved,
the Trust shall automatically dissolve on _____________ (the "Expiration
Date") subject to distribution of the Trust Property in accordance with
Section 9.4.

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9.2 EARLY TERMINATION. The first to occur of any of the following
events is an "Early Termination Event" upon the occurrence of which, the
Trust shall be dissolved:

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

(b) delivery of written direction to the Property Trustee by the
Depositor at any time (which direction is optional and wholly within
the discretion of the Depositor) to dissolve the Trust and distribute
the Debentures to Securityholders in exchange for the Preferred
Securities in accordance with Section 9.4;

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

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

9.4 LIQUIDATION.

(a) If an Early Termination Event specified in clause (a), (b),
or (d) of Section 9.2 occurs or upon the Expiration Date, the Trust
shall be liquidated by the Trustees as expeditiously as the Trustees
determine to be possible by distributing, after satisfaction 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 pre-paid, 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:

(1) state the Liquidation Date;

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(2) 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

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

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

(c) Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to
be outstanding, (ii) certificates (or, at the election of the
Depositor a Global Debenture, subject to the provisions of the
Indenture) 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 reasonable efforts to have
the Debentures listed on the Nasdaq National Market or on such other
securities exchange or other organization as the Preferred Securities
are then listed or traded, (iv) any Trust Securities Certificates not
so surrendered for exchange will be deemed to represent a Like Amount
of Debentures, accruing interest at the rate provided for in the
Debentures from the last Distribution Date on which a Distribution was
made on such Trust Securities Certificates until such certificates are
so surrendered (and until such certificates are so surrendered, no
payments of interest or principal will be made to holders of Trust
Securities Certificates with respect to such Debentures) and (v) all
rights of Securityholders holding Trust Securities will cease, except
the right of such Securityholders to receive Debentures upon surrender
of Trust Securities Certificates.

(d) In the event that, notwithstanding the other provisions of
this Section 9.4, whether because of an order for dissolution entered
by a court of competent jurisdiction or otherwise, distribution of the
Debentures in the manner provided herein is determined by the Property
Trustee not to be practical, the Trust Property shall be liquidated,
and the Trust shall be dissolved, wound-up or

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terminated, by the Property Trustee in such manner as the Property Trustee
determines. In such event, on the date of the dissolution, winding-up or
other termination of the Trust, Securityholders 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 dissolution, winding-up or
termination, the Liquidation Distribution can be paid only in part because
the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding sentence,
the amounts payable by the Trust on the Trust Securities shall be paid on a
pro rata basis (based upon Liquidation Amounts, subject to Section 4.7).
The holder of the Common Securities will be entitled to receive Liquidation
Distributions upon any such dissolution, winding-up or termination pro rata
(determined as aforesaid) with Holders of Preferred Securities, except
that, if a Debenture Event of Default has occurred and is continuing, the
Preferred Securities shall have a priority over the Common Securities.

9.5 MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE
TRUST. The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, 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, be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to a
trust organized as such under the laws of any state; provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as the
Preferred Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Preferred Securities rank in priority with
respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing substantially the same powers and duties as the Property
Trustee as the holder of the Debentures, (iii) the Successor Securities are
listed or traded, or any Successor Securities will be listed or traded upon
notification of issuance, on the Nasdaq National Market or any national
securities exchange or other organization on which the Preferred Securities are
then listed, if any, (iv) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any
Successor Securities) in any material respect, (v) such successor entity has a
purpose substantially identical to that of the Trust, (vi) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights,

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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 Investment Company
Act and (vii) the Depositor owns all of the common securities of such
successor entity and guarantees the obligations of such successor entity
under the Successor Securities at least to the extent provided by the
Guarantee, the Debentures, the Indenture, this Trust Agreement, and the
Expense Agreement. Notwithstanding the foregoing, the Trust shall not, except
with the consent of Holders of 100% in Liquidation Amount of the Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as entirety
to any other Person or permit any other Person to consolidate, amalgamate,
merge with or into, or replace it if such consolidation, amalgamation, merger
or replacement would cause the Trust or the successor entity to be classified
as other than a grantor trust for United States federal income tax purposes.

10. MISCELLANEOUS PROVISIONS.

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

10.2 AMENDMENT.

(a) This Trust Agreement may be amended from time to time by the
Trustees and the Depositor, without the consent of any
Securityholders, (i) as provided in Section 8.11 with respect to
acceptance of appointment by a successor Trustee, (ii) to cure any
ambiguity, correct or supplement any provision herein or therein which
may be inconsistent with any other provision herein or therein, or to
make any other provisions with respect to matters or questions arising
under this Trust Agreement, that shall not be inconsistent with the
other provisions of this Trust Agreement, or (iii) to modify,
eliminate or add to any provisions of this Trust Agreement to such
extent as shall be necessary to ensure that the Trust 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 Investment Company Act; provided,
however, that in the case of clause (ii), such action shall not
adversely affect in any material respect the interests of any
Securityholder; and any such amendments of this Trust Agreement shall
become effective when notice thereof is given to the Securityholders.

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(b) Except as provided in Section 6.1(c) or Section 10.2(c)
hereof, any provision of this Trust Agreement may be amended by the
Trustees and the Depositor (i) with the consent of Trust
Securityholders representing not less than a majority (based upon
Liquidation Amounts) of the Trust Securities then Outstanding and
(ii) upon receipt by the Trustees of an Opinion of Counsel to the
effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment 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 as an "investment
company" under the Investment Company Act.

(c) In addition to and notwithstanding any other provision in
this Trust Agreement, without the consent of each affected
Securityholder (such consent being obtained in accordance with
Section 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 as an
"investment company" under the Investment Company Act or to fail or
cease to be classified as a grantor trust for United States federal
income tax purposes.

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

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

(g) Upon the request of the Depositor, accompanied by its Board
Resolutions authorizing the execution of any such amendments to this
Trust Agreement, and upon the filing with the Property Trustee and the
Delaware Trustee of evidence of the consent of the Securityholders
required to consent thereto as

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aforesaid, the Property Trustee and the Delaware Trustee shall join
with the Depositor in the execution of such amendment to this Trust
Agreement unless such amendment affects the Property Trustee's or the
Delaware Trustee's own rights, duties, and immunities under this Trust
Agreement or otherwise, in which case the Property Trustee and Delaware
Trustee may in their own discretion but shall not be obligated to enter
into such amendment to this Trust Agreement. The Property Trustee and
Delaware Trustee, subject to the provisions of Section 8.1, may receive
an Opinion of Counsel as conclusive evidence that any amendment to this
Trust Agreement executed pursuant to this Article is authorized or
permitted by, and conforms to, the terms of this Article and that it is
proper for the Property Trustee and Delaware Trustee under the
provisions of this Article to join in the execution thereof.

10.3 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 be in any way affected or impaired thereby.

10.4 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).

10.5 PAYMENTS DUE ON NON-BUSINESS DAY. If the date fixed for
any payment on any Trust Security shall be a day that is not a Business Day,
then such payment need not be made on such date but may be made on the next
succeeding day which is a Business Day, with the same force and effect as
though made on the date fixed for such payment, and no distribution shall
accumulate thereon for the period after such date.

10.6 SUCCESSORS. This Trust Agreement shall be binding upon
and shall inure to the benefit of any successor to the Depositor, the Trust
or the Relevant Trustee(s), including any successor by operation of law.
Except in connection with a consolidation, merger or sale involving the
Depositor that is permitted under Article 12 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.

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

10.8 REPORTS, NOTICES AND DEMANDS.

(a) 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

-56-

or upon any Securityholder or the Depositor may be given or served in
writing by deposit thereof, first-class postage prepaid, in the United
States mail, hand delivery or facsimile transmission, in each case,
addressed, (a) in the case of a Preferred Securityholder, to such
Preferred Securityholder as such Securityholder's name and address may
appear on the Securities Register; and (b) in the case of the Common
Securityholder or the Depositor, to National City Bancshares, Inc., ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, P.O. Box 868, Evansville, Indiana 47705-0868, Attention:
Chief Executive Officer, facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇. Such report,
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.

(b) 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 Delaware Trustee, the Property
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 Trust
Company, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Administration; (b) with
respect to the Delaware Trustee, to Wilmington Trust Company, ▇▇▇▇▇▇
Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
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 NCBE
Capital Trust I." Such notice, demand or other communication to or
upon the Trust, the Property Trustee or the Administrative Trustees,
shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Trust, the Property Trustee or
the Administrative Trustees.

10.9 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 9, they shall not file, or join in the filing of, a petition against
the Trust under any bankruptcy, insolvency, reorganization or other similar
law (including, without limitation, the United States Bankruptcy Code)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of
any proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section, the Property Trustee
agrees, for the benefit of Securityholders, that at the expense of the
Depositor (which expense shall be paid prior to the filing), it shall file an
answer with the bankruptcy court or otherwise properly contest the filing of
such petition by the Depositor against the Trust or the commencement of such
action and raise the defense that the Depositor has agreed in writing not to
take such action and should be stopped and precluded therefrom. The
provisions of this Section shall survive the termination of this Trust
Agreement.

-57-

10.10 TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

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

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

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

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

10.11 ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND
INDENTURE. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY 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 OF 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.

National City Bancshares, Inc.,
as Depositor

By: _________________________________________
Name: ____________________________________
Title: ____________________________________

-58-

Wilmington Trust Company, not in its individual
capacity, but solely as Property Trustee

By: ____________________________________

Name: ______________________________
Title: ______________________________

Wilmington Trust Company, not in its individual
capacity, but solely as Delaware Trustee

By: ____________________________________

Name: ______________________________
Title: ______________________________

__________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, not in his individual
capacity, but solely as Administrative Trustee

__________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇, not in his individual capacity,
but solely as Administrative Trustee

__________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., not in his individual
capacity, but solely as Administrative Trustee

-59-

Exhibit "A"

Certificate of Trust of
NCBE Capital Trust I

This Certificate of Trust of the NCBE CAPITAL TRUST I (the "Trust"),
dated February 12, 1998, is being duly executed and filed by WILMINGTON TRUST
COMPANY, a Delaware banking corporation, as trustee, to form a business trust
under the Delaware Business Trust Act (12 Del. C.(S) 3801 et seq.)

1. NAME. The name of the business trust formed hereby is NCBE Capital
Trust I.

2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware is Wilmington
Trust Company, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, Attn: Corporate Trust Administration.

3. EFFECTIVE DATE. This Certificate of Trust shall be effective upon
filing of this Certificate of Trust with the Secretary of State of the State of
Delaware.

IN WITNESS WHEREOF, each of the undersigned, being a trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.

WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely as trustee

By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_______________________________________________
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_____________________________________________
Title: Financial Services Officer
____________________________________________

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
___________________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, not in his individual capacity,
but solely as trustee

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
___________________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇, not in his individual capacity,
but solely as trustee

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
___________________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., not in his individual
capacity, but solely as trustee

A-1

Exhibit "B"

Certificate Depository Agreement
(Letter of Representations)

NCBE CAPITAL TRUST I
(Name of Issuer)

WILMINGTON TRUST COMPANY
(Name of Agent)

Attention: General Counsel's Office
The Depository Trust Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

______________ __, 1998

Re: NCBE Capital Trust I Cumulative Trust Preferred Securities
----------------------------------------------------------

Ladies and Gentlemen:

This letter sets forth our understanding with respect to certain
matters relating to the above-referenced issue (the "Securities"). Agent
will act as trustee, paying agent, fiscal agent, or other agent of Issuer
with respect to the Securities. The Securities will be issued pursuant to a
trust indenture, resolution, or other such document authorizing the issuance
of the Securities dated _________ __, 1998 (the "Document"). J.J.B.
▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, Inc. and NatCity Investments, Inc. ("Underwriters"),
are distributing the Securities through The Depository Trust Company ("DTC").

To induce DTC to accept the Securities as eligible for deposit at
DTC, and to act in accordance with its rules with respect to the Securities,
Issuer and Agent make the following representations to DTC:

1. Prior to the closing on the Securities on _________________
__, 1998, there shall be deposited with DTC one security certificate
registered in the name of DTC's nominee, Cede & Co., for each stated maturity
of the Securities in the face amounts set forth on Schedule A hereto, the
total of which represents 100% of the principal amount of such Securities.
If however, the aggregate principal amount of any maturity exceeds $200
million, one certificate will be issued with respect to each $200 million of
principal amount and an additional certificate will be issued with respect to
any remaining principal amount. Each Security certificate shall bear the
following legend:

B-1

Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to 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. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC not less
than 15 calendar days in advance of such record date. Notices to DTC
pursuant to this Paragraph by telecopy shall be sent to DTC's Reorganization
Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇, and receipt of such notices
shall be confirmed by telephoning (▇▇▇) ▇▇▇-▇▇▇▇. Notices to DTC pursuant to
this Paragraph by mail or by any other means shall be sent to DTC's
Reorganization Department as indicated in Paragraph 4.

3. In the event of a full or partial redemption, Issuer or Agent
shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be mailed to Security
holders or published (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 or, if possible, two business days before the Publication Date.
Issuer or Agent shall forward such notice either in a separate secure
transmission for each CUSIP number or in a secure transmission for multiple
CUSIP numbers (if applicable) which 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 days nor
more than 60 days prior to the redemption date or, in the case of an advance
refunding, the date that the proceeds are deposited in escrow. Notices to
DTC pursuant to this Paragraph by telecopy shall be sent to DTC's Call
Notification Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇. If the party
sending the notice does not receive a telecopy receipt from DTC confirming
that the notice has been received, such party shall telephone (▇▇▇) ▇▇▇-▇▇▇▇.
Notices to DTC pursuant to this Paragraph by mail or by any other means
shall be sent to:

B-2

Manager: Call Notification Department
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

4. In the event of an invitation to tender the Securities
(including mandatory tenders, exchanges and capital changes), notice by
Issuer or Agent to Security holders specifying the terms of the tender and
the Publication Date of such notice shall be sent to DTC by a secure means in
the manner set forth in the preceding Paragraph. Notices to DTC pursuant to
this Paragraph and notices of other corporate actions by telecopy shall be
sent to DTC's Reorganization Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇,
and receipt of such notices shall be confirmed by telephoning (▇▇▇) ▇▇▇-▇▇▇▇.
Notices to DTC pursuant to the above by mail or by any other means shall be
sent to:

Manager: Reorganization Department
Reorganization Window
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

5. All notices and payment advices sent to DTC shall contain the
CUSIP number of the Securities.

6. In the event of a change in the interest rate, Agent shall
send notice of such change to Standard & Poor's Corporation. Such notice,
which shall also include Agent contact's name and telephone number, shall
also be sent to DTC's Dividend Department either by telecopy to (212)
709-1723, or if by mail or by any other means to:

Manager: Announcements
Dividend Department
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

7. Agent must provide DTC, no later than noon (Eastern Time) on
the payment date, CUSIP numbers for each issue for which payment is being
sent, as well as the dollar amount of the payment for each issue.
Notification of payment details should be sent using automated communications.

8. Interest payments and principal payments that are part of
periodic principal-and-interest payments shall be received by Cede & Co., as
nominee of DTC, or its registered assigns in same-day funds, no later than
2:30 p.m. (Eastern Time) on each payment date (in accordance with existing
arrangements between Issuer or Agent and DTC). Absent any other arrangements
between Issuer or Agent and DTC, such funds shall be wired as follows:

B-3

The Chase Manhattan Bank
ABA ▇▇▇▇▇▇▇▇▇
For credit to A/C The Depository Trust Company
Dividend Deposit Account 066-026776

Issuer or Agent shall provide interest payment information to a standard
announcement service subscribed to by DTC. In the unlikely event that no
such service exists, Issuer agrees that it or Agent shall provide this
information directly to DTC in advance of the interest record date as soon as
the information is available. This information should be conveyed directly
to DTC electronically. If electronic transmission is not available, absent
any other arrangements between Agent and DTC, such information should be sent
by telecopy to DTC's Dividend Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇,
and receipt of such notices shall be confirmed by telephoning (▇▇▇) ▇▇▇-▇▇▇▇.
Notices to DTC pursuant to the above by mail or by any other means shall be
sent to:

9. DTC shall receive maturity and redemption payments allocated
with respect to each CUSIP number on the payable date in same-day funds by
2:30 p.m. (Eastern Time). Absent any other arrangements between Agent and
DTC, such payments shall be wired as follows:

The Chase Manhattan Bank
ABA ▇▇▇▇▇▇▇▇▇
For credit to A/C The Depository Trust Company
Redemption Account 066-027306

in accordance with existing SDFS payment procedures in the manner set forth
in DTC's SDFS PAYING AGENT OPERATING PROCEDURES, a copy of which has
previously been furnished to Agent.

10. DTC shall receive all reorganization payments and CUSIP-level
detail resulting from corporate actions (such as tender offers, remarketings,
or mergers) on the first payable date in same-day funds by 2:30 p.m. (Eastern
Time). Absent any other arrangements between Agent and DTC, such payments
shall be wired as follows:

The Chase Manhattan Bank
ABA ▇▇▇▇▇▇▇▇▇
For credit to A/C The Depository Trust Company
Reorganization Account 066-27608

11. DTC may direct Issuer or Agent to use any other number or
address as the number or address to which notices or payments of interest or
principal may be sent.

B-4

12. In the event of a redemption, acceleration, or any other
similar transaction (e.g., tender made and accepted in response to Issuer's
or Agent's invitation) necessitating a reduction in the aggregate principal
amount of Securities outstanding or an advance refunding of part of the
Securities outstanding, DTC, in its discretion: (a) may request Issuer or
Agent to issue and authenticate a new Security certificate; or (b) may make
an appropriate notation on the Security certificate indicating the date and
amount of such reduction in principal except in the case of final maturity,
in which case the certificate will be presented to Issuer or Agent prior to
payment, if required.

13. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certified Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer
or Agent shall issue, transfer, and exchange certificates in appropriate
amounts, as required by DTC and others.

14. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent (at which time DTC will confirm with Issuer or
Agent the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with
DTC by taking appropriate action to make available one or more separate
certificates evidencing Securities to any DTC Participant having Securities
credited to its DTC accounts.

15. Issuer: (a) understands that DTC has no obligation to, and
will not, communicate to its Participants or to any person having an interest
in the Securities any information contained in the Security certificate(s);
and (b) acknowledges that neither DTC's Participants nor any person having an
interest in the Securities shall be deemed to have notice of the provisions
of the Security certificate(s) by virtue of submission of such certificate(s)
to DTC.

16. Nothing herein shall be deemed to require Agent to advance
funds on behalf of Issuer.

B-5

Very truly yours,

NCBE Capital Trust I
(Issuer)

By: ________________________________________
(Authorized Officer's Signature)

Name:_______________________________________
Title:______________________________________

Wilmington Trust Company, not in its individual
capacity, but solely as Agent
(Agent)

By: _________________________________________
(Authorized Officer's Signature)

Name: _______________________________________
Title: ______________________________________

RECEIVED AND ACCEPTED:

THE DEPOSITORY TRUST COMPANY

By: _____________________________

cc: Underwriters
Underwriters' Counsel

NOTES:

A. If there is an Agent (as defined in this Letter of Representations),
Agent, as well as Issuer, must sign this Letter. If there is no Agent, in
signing this Letter, Issuer itself undertakes to perform all of the
obligations set forth herein.

B. Schedule B contains statements that DTC believes accurately describe
DTC, the method of effecting book-entry transfers of securities distributed
through DTC, and certain related matters.

B-6

Exhibit "C"

Certificate Evidencing Common Securities

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT
IN ACCORDANCE WITH THE TRUST AGREEMENT (AS DEFINED HEREIN)

Certificate Number _______ Number of Common Securities
Certificate Evidencing Common Securities
of
NCBE Capital Trust I

% Common Securities
(liquidation amount $25 per Common Security)

NCBE Capital Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that NATIONAL CITY
BANCSHARES, INC. (the "Holder") is the registered owner of _________________
(_____) common securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated the __________% Common
Securities (liquidation amount $25 per Common Security) (the "Common
Securities"). Except as 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 __________ _____, 1998, 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 ________, 1998.

NCBE Capital Trust I
By: __________________________________
Name: ________________________________
Title: Administrative Trustee

C-1

Exhibit "D"

Agreement as to Expenses and Liabilities

AGREEMENT dated as of ____________ ____, 1998, between NATIONAL CITY
BANCSHARES, INC., an Indiana corporation ("NCBE"), and NCBE Capital Trust I, a
Delaware business trust (the "Trust").

WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive Debentures from, NCBE and to issue and sell ____%
Cumulative Trust Preferred Securities (the "Preferred Securities") with such
powers, preferences and special rights and restrictions as are set forth in the
Amended and Restated Trust Agreement of the Trust dated as of
_____________ ____, 1998, as the same may be amended from time to time (the
"Trust Agreement");

WHEREAS, NCBE 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
Preferred Securities, which purchase NCBE hereby agrees shall benefit NCBE and
which purchase NCBE acknowledges will be made in reliance upon the execution and
delivery of this Agreement, NCBE, including in its capacity as holder of the
Common Securities, and the Trust hereby agree as follows:

1. Article I

1.1 Guarantee by NCBE. Subject to the terms and conditions hereof,
NCBE, including in its capacity as holder of the Common Securities, hereby
irrevocably and unconditionally guarantees to each person or entity to whom the
Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the
full payment when and as due, of any and all Obligations (as hereinafter
defined) to such Beneficiaries. As used herein, "Obligations" means any costs,
expenses or liabilities of the Trust other than obligations of the Trust to pay
to holders of any Preferred Securities or other similar interests in the Trust
the amounts due such holders pursuant to the terms of the Preferred Securities
or such other similar interests, as the case may be. This 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.

1.2 Term of Agreement. This Agreement shall terminate and be of no
further force and effect upon the later of (a) the date on which full payment
has been made of all amounts payable to all holders of all the Preferred
Securities (whether upon redemption, liquidation, exchange or otherwise) and
(b) the date on which there are no Beneficiaries remaining; provided, however,
that

D-1

this Agreement shall continue to be effective or shall be reinstated, as the
case may be, if at any time any holder of Preferred Securities or any
Beneficiary must restore payment of any sums paid under the Preferred
Securities, under any Obligation, under the Guarantee Agreement, dated the
date hereof by NCBE and Wilmington Trust Company as guarantee trustee or
under this Agreement for any reason whatsoever. This Agreement is
continuing, irrevocable, unconditional and absolute.

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

1.4 No Impairment. The obligations, covenants, agreements and duties
of NCBE 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.

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

2. Article II

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

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

D-2

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

National City Bancshares, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
P.O. Box 868
Evansville, Indiana 47704-0868
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Executive Officer

NCBE Capital Trust I
c/o National City Bancshares, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
P.O. Box 868
Evansville, Indiana 47705-0868
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief Executive Officer

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

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

National City Bancshares, Inc.
By: ______________________________________
Name: ____________________________________
Title: _____________________________________

NCBE Capital Trust I
By: ______________________________________
Name: ____________________________________
Title: Administrative Trustee

D-3

Exhibit "E"

Certificate Evidencing Preferred Securities

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, a New York Corporation ("DEPOSITORY TRUST COMPANY") or
a nominee of the DEPOSITORY TRUST COMPANY. This Preferred Security is
exchangeable for Preferred Securities registered in the name of a person other
than the DEPOSITORY TRUST COMPANY or its nominee only in the limited
circumstances described in the Trust Agreement (as defined below) and no
transfer of this Preferred Security (other than a transfer of this Preferred
Security as a whole by the DEPOSITORY TRUST COMPANY to a nominee of the
DEPOSITORY TRUST COMPANY or by a nominee of the DEPOSITORY TRUST COMPANY to the
DEPOSITORY TRUST COMPANY or another nominee of the DEPOSITORY TRUST COMPANY) may
be registered except in limited circumstances.

Unless this Preferred Security is presented by an authorized
representative of the DEPOSITORY TRUST COMPANY to NCBE Capital Trust I or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co., or such other name as is
requested by an authorized representative of DEPOSITORY TRUST COMPANY (and any
payment hereon is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DEPOSITORY TRUST COMPANY), 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.

Certificate Number Number of Preferred Securities
P - CUSIP NO. 628817 20 7

E-1

Certificate Evidencing Cumulative Trust Preferred Securities
of
NCBE Capital Trust I

% Cumulative Trust Preferred Securities
(liquidation amount $25 per Preferred Security)

NCBE Capital Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that CEDE & CO.
(the "Holder") is the registered owner of _________________________________
(_________) preferred securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated the _________% Cumulative
Trust Preferred Securities (liquidation amount $25 per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences, and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of ________ ______, 1998, as the same may
be amended from time to time (the "Trust Agreement"), including the designation
of the terms of the Preferred Securities as set forth therein. The Holder is
entitled to the benefits of the Preferred Securities Guarantee Agreement entered
into by National City Bancshares, Inc., an Indiana corporation, as guarantor,
and Wilmington Trust Company, a Delaware banking corporation, as guarantee
trustee, dated as of _________ _____, 1998 (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 ________, 1998.

NCBE Capital Trust I
By: ________________________________________
Name: _____________________________________
Title: _____________________________________

E-2

PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

By:________________________________________________
Name:______________________________________________
Title:_____________________________________________

E-3

Michael F. Elliott not in his individual capacity, but solely as Trustee Robert A. Keil not in his individual capacity, but solely as Trustee Stephen C. Byelick, Jr. not in his individual capacity, but solely as Trustee NCBE CAPITAL TRUST I AMENDED...

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