As filed with the Securities and Exchange Commission on December 21, 2001
                                                   Registration No. 333-________
================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------

                                    FORM S-3

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                      ------------------------------------

                                        FIRST MERCHANTS CAPITAL TRUST I
                                        FIRST MERCHANTS CAPITAL TRUST II
FIRST MERCHANTS CORPORATION             FIRST MERCHANTS CAPITAL TRUST III
 (Exact Name of Registrant as             (Exact Name of Registrant as
  Specified in its Charter)             Specified in its Trust Agreement)

          Indiana                                     Delaware
(State or Other Jurisdiction of    (State or Other Jurisdiction of Incorporation
Incorporation or Organization)          or Organization of Each Registrant)

                                                     51-6523248
                                                     51-6523249
             35-1544218                              51-6523250
(I.R.S. Employer Identification No.)      (I.R.S. Employer Identification No.'s,
                                                    respectively)

          200 East Jackson Street, Muncie, Indiana 47305 (765) 747-1500
   (Address, including Zip Code, and Telephone Number, including Area Code, of
              Registrants' and co-Registrants' Principal Executive
                                    Offices)
                      ------------------------------------
                                 Michael L. Cox
                                    President
                             200 East Jackson Street
                              Muncie, Indiana 47305
                                 (765) 747-1500
 (Name, Address, including Zip Code, and Telephone Number, including Area Code,
                             of Agent for Service)
                      ------------------------------------
                                   Copies to:
                                David R. Prechtel
                     Bingham, Summers, Welsh & Spilman, LLP
                              10 West Market Street
                                2700 Market Tower
                           Indianapolis, Indiana 46204
                                 (317) 635-8900
                      ------------------------------------

     Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement, as determined in light of market conditions and other factors.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. |_| _______

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
|_|  __________

     If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. |_|

                         CALCULATION OF REGISTRATION FEE

===============================================================================================================

                     Title of Each Class of               Proposed Maximum                 Amount of
                   Securities to be Registered       Aggregate Offering Price (1)      Registration Fee (2)
- ---------------------------------------------------------------------------------------------------------------
                                                                                       
Trust Preferred Securities of:
- ---------------------------------------------------------------------------------------------------------------
     First Merchants Capital Trust I...............               (3)                          --
- ---------------------------------------------------------------------------------------------------------------
     First Merchants Capital Trust II..............               (3)                          --
- ---------------------------------------------------------------------------------------------------------------
     First Merchants Capital Trust III.............               (3)                          --
- ---------------------------------------------------------------------------------------------------------------
Junior Subordinated Debentures of First
  Merchants Corporation ...........................               (3)                          --
- ---------------------------------------------------------------------------------------------------------------
Guarantees by First Merchants Corporation of
  Trust Preferred Securities (4)...................               --                           --
- ---------------------------------------------------------------------------------------------------------------
Total (5)..........................................           $70,000,000                    $18,750
===============================================================================================================

(1)  The proposed maximum offering price per unit will be determined from time
     to time by the registrants in connection with the issuance by the
     registrants of the securities registered hereunder.

(2)  The proposed maximum aggregate offering price has been estimated solely for
     the purpose of calculating the registration fee pursuant to Rule 457(o)
     under the Securities Act of 1933.

(3)  Subject to note 5 below, there is being registered hereunder an
     indeterminate amount and number of trust preferred securities of First
     Merchants Capital Trust I and First Merchants Capital Trust II and First
     Merchants Capital Trust III (collectively, the "Trusts") and an
     indeterminate principal amount of junior subordinated debentures of First
     Merchants Corporation. A like amount of junior subordinated debentures may
     be issued and sold by First Merchants Corporation to any of the Trusts, in
     which event such junior subordinated debentures may later be distributed
     for no additional consideration to the holders of the trust preferred
     securities of such Trust upon a dissolution of such Trust and the
     distribution of the assets thereof.

(4)  First Merchants Corporation will not receive separate consideration for the
     guarantee of the trust preferred securities. The guarantee includes the
     rights of holders of trust preferred securities under the guarantee and
     certain back-up undertakings, as described in this Registration Statement.

(5)  In no event will the aggregate offering price of all securities issued from
     time to time pursuant to this Registration Statement exceed $70,000,000.

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

     The registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

================================================================================

The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.

                 Subject to Completion, Dated December 21, 2001

Prospectus
                                   $70,000,000

                         First Merchants Capital Trust I
                        First Merchants Capital Trust II
                        First Merchants Capital Trust III
                           Trust Preferred Securities

                                  Guaranteed by

                       [FIRST MERCHANTS LOGO APPEARS HERE]

The Trusts:

     The trusts are Delaware business trusts and wholly owned subsidiaries of
First Merchants Corporation. Each trust may in one or more offerings:

     o    offer and sell preferred securities representing undivided beneficial
          interests in the assets of the trust to the public;

     o    offer and sell common securities representing undivided beneficial
          interests in the assets of the trusts to First Merchants Corporation;

     o    use the proceeds from these sales to buy an equal principal amount of
          debentures of First Merchants Corporation; and

     o    distribute the cash payments it receives on the debentures it owns to
          the holders of each trust's preferred and common securities.

Distributions:

     o    For each preferred security that you own, you will receive cumulative
          cash distributions at a rate set forth in the applicable prospectus
          supplement on the liquidation amount of the preferred security. The
          liquidation amount per preferred security will be set forth in the
          applicable prospectus supplement.

Limited Guarantee:

     o    First Merchants Corporation will provide a limited guarantee of the
          payment by the trusts of distributions on the preferred securities and
          upon liquidation and redemption.

     The aggregate initial offering price of the preferred securities that the
trusts offer by this prospectus will not exceed $70,000,000. The trusts will
offer the preferred securities in amounts, at prices and on terms to be
determined by market conditions at the time of the offerings. We will provide
specific terms of the preferred securities in supplements to this prospectus.
You should read this prospectus and any supplements carefully before you invest.

     The preferred securities are not deposits or other obligations of a bank
and are not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency.

     Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                     Prospectus dated ________________, 2002

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

About This Prospectus.........................................................1
Special Note Regarding Forward Looking Statements.............................1
First Merchants Corporation...................................................2
Description of the Trusts.....................................................3
Ratios of Earnings to Fixed Charges...........................................5
Use of Proceeds...............................................................6
Accounting Treatment..........................................................6
Description of the Preferred Securities.......................................6
Description of the Debentures.................................................7
Description of the Guarantees................................................12
Relationship Among the Preferred Securities,
  the Debentures and the Guarantee...........................................15
Plan of Distribution.........................................................17
Legal Opinions...............................................................18
Experts......................................................................18
Where You Can Get More Information...........................................18
Documents Incorporated by Reference .........................................19

                              ABOUT THIS PROSPECTUS

     This prospectus may not be used to sell securities unless it is accompanied
by a prospectus supplement.

     This prospectus is part of a registration statement that we, First
Merchants Capital Trust I, First Merchants Capital Trust II and First Merchants
Capital Trust III, filed with the Securities and Exchange Commission utilizing a
"shelf" registration process. Under this shelf process, we may from time to time
issue guarantees and debentures to the trusts as described in this prospectus
and the trusts may sell the trust preferred securities described in this
prospectus in one or more offerings up to a total dollar amount of $70,000,000.
This prospectus provides you with a general description of the securities that
we and the trusts may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. If there is any inconsistency between
the information in this prospectus and any prospectus supplement, you should
rely on the information in the prospectus supplement. The registration statement
filed with the SEC includes exhibits that provide more details about the matters
discussed in this prospectus. You should read this prospectus, the related
exhibits filed with the SEC and any prospectus supplement, together with the
additional information described below under the headings "Where You Can Get
More Information" and "Documents Incorporated by Reference."

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     We make certain forward-looking statements in this prospectus and any
prospectus supplement that are based upon current expectations and projections
about current events. We intend these forward-looking statements to be covered
by the safe harbor provisions for forward looking statements contained in the
Private Securities Litigation Reform Act of 1995, and we are including this
statement for purposes of these safe harbor provisions. You can identify these
statements from our use of the words "estimate," "project," "believe," "intend,"
"should," "focus," "anticipate," "expect" and similar expressions. The
forward-looking statements include:

     o    statements of our goals, intentions and expectations;

     o    statements regarding our business plans and growth strategies;

     o    statements regarding the asset quality of our loan and investment
          portfolios; and

     o    estimates of our risks and future costs and benefits.

     These forward-looking statements are subject to significant risks,
assumptions and uncertainties, including, among other things, the following
important factors which could affect the actual outcome of future events:

     o    fluctuations in market rates of interest and loan and deposit pricing,
          which could negatively affect our net interest margin, asset
          valuations and expense expectations;

     o    adverse changes in the economy of the northeastern and north-central
          Indiana area, which might affect our business prospects and could
          cause credit-related losses and expenses;

     o    adverse developments in our loan and investment portfolios;

                                       1

     o    competitive factors in the banking industry, such as the trend towards
          consolidation in our market; and

     o    changes in banking legislation or the regulatory requirements of
          federal and state agencies applicable to bank holding companies and
          banks like ours.

     Because of these and other uncertainties, our actual future results may be
materially different from the results indicated by these forward-looking
statements. In addition, our past results of operations do not necessarily
indicate our future results.

                           FIRST MERCHANTS CORPORATION

     First Merchants Corporation, headquartered in Muncie, Indiana, is a
multi-bank holding company organized in 1982 under the laws of the State of
Indiana. First Merchants Corporation is also a financial holding company.

     First Merchants Corporation was originally formed as the bank holding
company for First Merchants Bank, National Association. Since that time, First
Merchants Corporation has acquired Pendleton Banking Company, First United Bank,
The Union County National Bank of Liberty, The Randolph County Bank, The First
National Bank of Portland, Anderson Community Bank, Decatur Bank & Trust Company
and Frances Slocum Bank & Trust Company. Each of such banks operates as a
wholly-owned subsidiary of First Merchants Corporation with the exception of
Pendleton Banking Company and Anderson Community Bank which were merged and
operate under the name "The Madison Community Bank."

     First Merchants Corporation provides commercial and retail banking services
in Delaware, Adams, Madison, Henry, Union, Wayne, Fayette, Randolph, Jay,
Wabash, Miami, Hamilton and Howard counties in the State of Indiana, through the
54 offices of its 8 bank subsidiaries. These banks provide a wide range of
retail and commercial banking services, including:

     o    demand, savings and time deposits;

     o    agricultural, commercial, industrial, consumer and real estate loans;

     o    installment credit lending;

     o    safe deposit facilities;

     o    collections;

     o    fiduciary and trust services; and

     o    other general services related to the banking business.

     First Merchants Corporation's bank subsidiaries make and service both
secured and unsecured loans to individuals, firms and corporations. Their
installment loan departments make direct loans to individuals and purchase
installment obligations from retailers without recourse.

                                       2

     Through various nonbank subsidiaries, First Merchants Corporation also
engages in the general insurance business, the title insurance agency business
and the reinsurance of credit life, accident and health insurance.

     First Merchants Corporation anticipates that it will continue its policy of
geographic expansion of its banking business through the acquisition of banks
whose operations are consistent with its community banking philosophy.
Management routinely explores opportunities to acquire financial institutions
and other financial services-related businesses and to enter into strategic
alliances to expand the scope of its services and its customer base. On October
15, 2001, First Merchants Corporation and Lafayette Bancorporation jointly
announced the signing of a definitive agreement pursuant to which Lafayette
Bancorporation will be merged with and into First Merchants Corporation. As a
result of the merger, Lafayette Bank and Trust Company will become a
wholly-owned subsidiary of First Merchants Corporation. Subject to various
contingencies, the merger is expected to be completed in the second quarter of
2002.

     First Merchant Corporation's principal office is located at 200 East
Jackson Street, Muncie, Indiana 47305. Its telephone number is (765) 747-1500.

                            DESCRIPTION OF THE TRUSTS

     Each trust is a statutory business trust formed pursuant to the Delaware
Business Trust Act under trust agreements executed by us, as sponsor for the
trusts, and the trustees, and certificates of trust have been filed with the
Delaware Secretary of State. Each trust agreement will be amended and restated
in its entirety in substantially the form filed as an exhibit to the
registration statement of which this prospectus is a part, as of the date each
of the preferred securities are initially issued. Each of the trust agreements
will be qualified under the Trust Indenture Act of 1939.

     The following discussion contains a description of the material terms of
the trust agreements for the trusts and is subject to, and is qualified in its
entirety by reference to, the amended and restated trust agreements.

     The holders of the preferred securities issued by a trust will own all of
the issued and outstanding preferred securities of such trust which will have
certain prior rights over the other securities of such trust. We will not
initially own any of the preferred securities issued by any trust. We will
acquire the common securities of each of the trusts in an amount equal to at
least 3% of the total capital of each of the trusts and will initially own,
directly or indirectly, all of the issued and outstanding common securities of
each of the trusts. The common securities that may be issued by a trust,
together with the preferred securities of such trust, are called the trust
securities.

     Each trust exists for the exclusive purposes of:

     o    issuing and selling its preferred securities to the public for cash;

     o    issuing and selling its common securities to us in exchange for our
          capital contribution to such trust;

     o    investing the proceeds from the sale of its trust securities in an
          equivalent amount of debentures issued by us; and

                                       3

     o    engaging in other activities that are incidental to those listed
          above, such as receiving payments on the debentures it purchases from
          us and making distributions to holders of its trust securities,
          furnishing notices and other administrative tasks.

     None of the trusts will have any independent business operations or any
assets, revenues or cash flows other than those related to the issuance and
administration of the trust securities.

     The rights of the holders of each trust's preferred securities will be set
forth in the amended and restated trust agreement relating to such trust, the
Delaware Business Trust Act and the Trust Indenture Act. None of the trusts,
under their respective trust agreements, may borrow money or make any investment
other than in the debentures to be issued by us. Other than with respect to
payment of distributions on and the liquidation amount of the trust securities,
First Merchants Corporation has agreed to pay for all debts and obligations and
all costs and expenses of each of the trusts, including the fees and expenses of
the trustees and any income taxes, duties and other governmental charges, and
all costs and expenses related to these charges, to which each of the trusts may
become subject, except for United States withholding taxes that are properly
withheld.

     Unless otherwise specified in the applicable prospectus supplement, each of
the trusts will initially have five trustees. Three of the trustees for each
trust will be persons who are employees or officers of, or who are affiliated
with, First Merchants Corporation. They are administrative trustees. The fourth
trustee for each trust will be an entity that maintains its principal place of
business in the State of Delaware. It is the Delaware trustee. Initially, First
Union Trust Company, National Association, will act as Delaware trustee for each
of the trusts. The fifth trustee for each trust, called the property trustee,
will also be First Union Trust Company, National Association initially. The
property trustee is the institutional trustee under each of the trust agreements
and acts as the indenture trustee called for under the applicable provisions of
the Trust Indenture Act. Also for purposes of compliance with the Trust
Indenture Act, First Union Trust Company, National Association will initially
act as guarantee trustee and indenture trustee under each the of the guarantees
and the indentures.

     We, as holder of all of the common securities of each of the trusts, will
have the right to appoint or remove any trustee unless an event of default under
the indenture has occurred and is continuing, in which case only the holders of
the preferred securities of the indenture so affected may remove the Delaware
trustee or the property trustee. Each of the trusts has a term of approximately
31 years but may terminate earlier as provided in the respective trust
agreement.

     The property trustee will hold the debentures for the benefit of the
holders of each trust's trust securities and will have the power to exercise all
rights, powers and privileges under the indenture as the holder of the
debentures. In addition, unless a separate paying agent is appointed by First
Merchants Corporation, the property trustee will maintain exclusive control of a
segregated noninterest-bearing "payment account" to hold all payments made on
the distributions for the benefit of the holders of each trust's trust
securities. The property trustee will make payments of distributions and
payments on liquidation, redemption and otherwise to the holders of each trust's
trust securities out of funds from each trust's payment account. The guarantee
trustee will hold the guarantee for the benefit of the holders of each of the
trust's preferred securities. We will pay all fees and expenses related to the
trusts and the offering of the preferred securities of each of the trusts,
including fees and expenses of the trustees.

                                       4

                       RATIOS OF EARNINGS TO FIXED CHARGES

     The following table sets forth First Merchants Corporation's consolidated
ratios of earnings to fixed charges for the periods shown:

                                            Nine Months Ended                  Years Ended December 31,
                                            September 30, 2001     ----------------------------------------------
                                            ------------------     2000       1999      1998       1997      1996
                                                                   ----       ----      ----       ----      ----
                                                                                           
Ratio of Earnings to Fixed
   Charges(1):

   Including interest
   expense on deposits.......................     1.50x            1.49x     1.62x      1.62x      1.61x     1.62x

   Excluding interest expense on deposits....     4.24x            3.73x     4.49x      6.98x      7.26x     7.26x

(1)  For purposes of computing the ratios of earnings to fixed charges, earnings
     represent income before income taxes plus fixed charges. Fixed charges,
     excluding interest on deposits, includes gross interest expense less
     interest on deposits. Fixed charges, including interest on deposits,
     includes all gross interest expense.

                                       5

                                 USE OF PROCEEDS

     Each trust will use all the proceeds of the preferred securities to acquire
debentures from First Merchants Corporation. We intend to use the net proceeds
from the sale of the debentures to the trusts for general corporate purposes
unless otherwise indicated in the prospectus supplement. Our general corporate
purposes may include financing our growth through acquisitions. The precise
amounts and the timing of our use of the net proceeds will depend upon our need
to finance future acquisitions and the availability of other funds. Until we use
the net proceeds for general corporate purposes, we will use the net proceeds to
reduce our short-term indebtedness or for temporary investments.

                              ACCOUNTING TREATMENT

     Each trust will be treated as a subsidiary of First Merchants Corporation
for financial reporting purposes. Accordingly, First Merchants Corporation's
consolidated financial statements will include the accounts of each trust. The
preferred securities, along with other preferred securities that First Merchants
Corporation guarantees on an equivalent basis, will be presented as a separate
line item in First Merchants Corporation's consolidated balance sheets. First
Merchants Corporation will record distributions that each trust pays on the
preferred securities as an expense in its consolidated statement of income.

                     DESCRIPTION OF THE PREFERRED SECURITIES

     Each trust may issue only one series of preferred securities. The trust
agreement of each trust will authorize the administrative trustees to issue the
preferred securities of that trust on behalf of that trust. For additional
information you should refer to the applicable trust agreement, as amended in
connection with the issuance of the preferred securities. The form of trust
agreement is an exhibit to the registration statement, of which this prospectus
is a part.

     The prospectus supplement for a particular series of preferred securities
being offered will disclose the specific terms related to the offering,
including the price or prices at which the preferred securities to be offered
will be issued. Those terms will include some or all of the following:

     o    the title of the series of preferred securities;

     o    the number and initial offering price of preferred securities issued
          by the applicable trust;

     o    the annual distribution rate (or method of determining such rate) for
          preferred securities issued by a trust and the date or dates upon
          which the distributions are payable;

     o    the date or dates or method of determining the date or dates from
          which distributions on preferred securities will be cumulative;

     o    the amount or amounts that will be paid out of the assets of the trust
          to the holders of preferred securities upon voluntary or involuntary
          dissolution, winding-up or termination of the applicable trust;

     o    the obligation, if any, of the applicable trust to purchase or redeem
          the preferred securities and the price or prices at which, the period
          or periods within which, and the terms and conditions upon which,
          preferred securities will be purchased or redeemed, in whole or in
          part, pursuant to that obligation;

                                       6

     o    the voting rights, if any, of preferred securities in addition to
          those required by law, including the number of votes per preferred
          security and any requirement for the approval by the holders of
          preferred securities, as a condition to specified action or amendments
          to a trust agreement;

     o    the terms and conditions, if any, upon which the debentures owned by
          the applicable trust may be distributed to holders of preferred
          securities;

     o    the terms and conditions, if any, upon which the preferred securities
          may be converted into debt securities of First Merchants Corporation;

     o    if applicable, any securities exchange upon which the preferred
          securities will be listed; and

     o    any other relevant rights, preferences, privileges, limitations or
          restrictions of the trust securities not inconsistent with the trust
          agreements or with applicable law.

     First Merchants Corporation will guarantee all preferred securities offered
to the limited extent described below under "Description of the Guarantees."

     We will describe in the applicable prospectus supplement any United States
federal income tax considerations applicable to an offering of preferred
securities.

                          DESCRIPTION OF THE DEBENTURES

     Concurrently with the issuance of the preferred securities by a trust, that
trust will invest the proceeds from the sale of the preferred securities in the
debentures. First Merchants Corporation may issue debentures from time to time
in one or more series under an indenture between First Merchants Corporation and
First Union Trust Company, National Association, as indenture trustee, as
supplemented by a supplemental indenture or a resolution of our board of
directors or a special committee appointed by the board of directors. The terms
of the debentures will include those stated in the indenture as supplemented and
those made part of the indenture by reference to the Trust Indenture Act.

     Below is a summary of the general terms of the debentures in which the
trusts will invest the proceeds from the issuance and sale of the trust
securities. We will describe the particular terms of the debentures in the
prospectus supplement relating to the particular trust preferred securities that
we will offer in that prospectus supplement. For additional information you
should refer to the indenture and any applicable indenture supplement. The forms
of indenture and supplemental indenture are filed as exhibits to the
registration statement which contains this prospectus, which we urge prospective
investors to read.

General

     The debentures will be issued as unsecured debt of First Merchants
Corporation. The debentures will be fully subordinated to all of our senior
indebtedness. The specific terms of the subordination will be as described in
the prospectus supplement relating to the particular preferred securities being
offered. The indenture does not limit the aggregate principal amount of
debentures which may be issued and provides that the debentures may be issued
from time to time in one or more series.

     The prospectus supplement relating to the particular series of preferred
securities being offered will also describe the terms of the related debentures,
which may include:

                                       7

     o    the designation of the debentures;

     o    the aggregate principal amount of the debentures;

     o    the percentage of their principal amount at which the debentures will
          be issued and any payments due if their maturity is accelerated;

     o    the date or dates on which the debentures will mature and the right,
          if any, to shorten or extend the maturity date or dates;

     o    the rate or rates, if any, per annum, at which the debentures will
          bear interest, or the method of determination of the interest rate or
          rates;

     o    the date or dates from which interest will accrue and the interest
          payment and record dates;

     o    the right, if any, to extend the interest payment periods and the
          duration of that extension;

     o    provisions, if any, for a sinking purchase or other similar fund;

     o    any provisions for redemption; and

     o    any other specific terms of the debentures.

Payment

     We will pay or deliver principal and any premium and interest in the
manner, at the places and subject to the restrictions set forth in the indenture
and applicable indenture supplement and prospectus supplement. At our option, we
may pay any interest by check mailed to the holders of registered debentures at
their registered address.

Limitations on Transactions

     We are restricted from making certain payments (as described below) if an
event of default has occurred and is continuing under the indenture or any
supplement thereto, if we chose to defer payment of interest on the debentures
by extending the interest payment period as provided in the indenture or any
supplement thereto, or if we are in default with respect to our obligations
under the guarantee relating to a trust.

     If any of these events occur, we will not:

     o    pay any dividend on, make any distributions with respect to, or
          redeem, purchase, acquire or make a liquidation payment with respect
          to, any of our capital stock (other than (A) dividends or
          distributions in our common stock, or any declaration of a non-cash
          dividend in connection with the implementation of a shareholder rights
          plan, or the issuance of stock under any such plan in the future, or
          the redemption or repurchase of any such rights pursuant thereto, (B)
          purchases of our common stock related to the rights under any of the
          benefit plans for our directors, officers or employees, or (C) as a
          result of a reclassification of our capital stock into another class
          of our capital stock);

                                       8

     o    make any payment of interest, principal or premium, if any, or repay,
          repurchase or redeem any debt securities issued by us which rank pari
          passu with or junior to the debentures of such series or make any
          guarantee payments with respect to any guarantee by us of the debt
          securities of any subsidiary of ours if such guarantee ranks pari
          passu with or junior in interest to the debentures of such series,
          except that we may make payments pursuant to our obligations under the
          guarantee relating to such trust; and

     o    redeem, purchase or acquire less than all of the outstanding
          debentures of such series or any of the preferred securities relating
          to such trust.

Subordination

     The debentures will be unsecured and will be subordinated and junior in
right of payment to all senior indebtedness of First Merchants Corporation to
the extent described in the applicable prospectus supplement. The debentures
purchased by each trust will be of equal priority to the debentures purchased by
any other trust.

Consolidation, Merger, Sale of Assets and Other Transactions

     We may not consolidate with or merge into any other entity or convey or
transfer our properties and assets substantially as an entirety to any entity,
and no entity may be consolidated with or merged into us or sell, convey,
transfer or otherwise dispose of its assets substantially as an entirety to us,
unless:

     o    if we consolidate with or merge into another entity or transfer our
          properties and assets substantially as an entirety to any entity, the
          successor entity is organized under the laws of the United States or
          any state or the District of Columbia, and the successor entity
          expressly assumes by supplemental indenture our obligations on the
          debentures, and the ultimate parent entity of the successor entity
          expressly assumes our obligations under each of the guarantees, to the
          extent the preferred securities of each of the trusts are outstanding;

     o    immediately after the transaction, no event of default under the
          indenture or any supplement thereto, and no event which, after notice
          or lapse of time, or both, would become an event of default under the
          indenture or any supplement thereto, has occurred and is continuing;
          and

     o    other conditions as prescribed in the indentures are met.

Debenture Events of Default

     The indenture provides that any one or more of the following events with
respect to the debentures that has occurred and is continuing constitutes an
event of default under the indenture:

     o    our failure to pay any interest on the debentures for 30 days after
          the due date, except where we have properly deferred the interest
          payment;

     o    our failure to pay any principal on the debentures when due whether at
          maturity, upon redemption or otherwise;

     o    our failure to observe or perform in any material respect any other
          covenants or agreements contained in the indenture or applicable
          supplemental indenture for 90 days

                                       9

          after written notice to us from the indenture trustee or the holders
          of at least 25% in aggregate principal amount of the debentures of
          that series then outstanding; or

     o    our bankruptcy, insolvency, reorganization in bankruptcy or
          dissolution.

     The holders of a majority in aggregate outstanding principal amount of the
debentures of any or all series affected generally have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the indenture trustee. The indenture trustee, or the holders of at least 25% in
aggregate principal amount of the debentures of that series then outstanding may
declare the principal of all debentures of that series due and payable
immediately upon an event of default under the applicable indenture. The holders
of a majority of the outstanding principal amount of the affected series of the
debentures may rescind and annul the declaration and waive the default if the
default has been cured and a sum sufficient to pay all matured installments of
interest and principal due otherwise than by acceleration has been deposited
with the indenture trustee as long as the holders of a majority in liquidation
amount of the trust securities have consented to the waiver of the default. The
holders may not annul the declaration and waive a default if the default is the
non-payment of the principal of the debentures which has become due solely by
the acceleration.

     So long as the property trustee is the holder of the debentures, if an
event of default under the indenture has occurred and is continuing, the
property trustee will have the right to declare the principal of and the
interest on the affected series of the debentures, and any other amounts payable
under the indenture, to be immediately due and payable and to enforce its other
rights as a creditor with respect to the debentures.

     We are required to file annually  with the indenture  trustee a certificate
as to  whether  or not  we are in  compliance  with  all of the  conditions  and
covenants applicable to us under the indentures.

Additional Sums to be Paid as a Result of Additional Taxes

     If, at any time a trust or the property trustee is required to pay any
additional taxes, duties, assessments or other governmental charges of whatever
nature, other than withholding taxes, imposed by the United States, or any other
taxing authority, we will pay as additional interest on the debentures any
amounts which may be required so that the net amounts received and retained by a
trust after paying any additional taxes, duties, assessments or other
governmental charges will not be less than the amounts a trust and the property
trustee would have received had the additional taxes, duties, assessments or
other governmental charges not been imposed.

Distribution Upon Liquidation

     Under certain circumstances and with the Federal Reserve's approval if
required by law or regulation, the debentures may be distributed to the holders
of the preferred securities in liquidation of a trust after satisfaction of the
liabilities to creditors of the affected trust. If this occurs, we will use our
best efforts to list the debentures so affected on the Nasdaq National Market or
other national securities exchange or national quotation system on which the
preferred securities are then listed, if any. There can be no assurances as to
the market price of any debentures that may be distributed to the holders of the
preferred securities so affected.

Modification of the Indenture

     We and the indenture trustee may, from time to time, without the consent of
the holders of debentures, amend, waive our rights under or supplement the
indenture for purposes which do not

                                       10

materially adversely affect the rights of the holders of the debentures. Other
changes may be made by us and the indenture trustee with the consent of the
holders of a majority in principal amount of the series of affected outstanding
debentures. However, without the consent of the holders of each outstanding
debenture of the series affected by the proposed modification, no modification
may:

     o    extend the maturity date of the debentures; or

     o    reduce the principal amount or the rate or extend the time of payment
          of interest; or

     o    reduce the percentage of principal amount of the debentures required
          to amend the indenture.

     As long as any of the preferred securities remain outstanding, no
modification of the indenture or any applicable supplement thereto may be made
that requires the consent of the holders of the applicable debentures, no
termination of the indenture or any supplement thereto may occur, and no waiver
of any event of default under the indenture or any supplement thereto may be
effective, without the prior consent of the holders of a majority of the
aggregate liquidation amount of the preferred securities so affected.

Satisfaction and Discharge

     The indenture will cease to be of further effect and we will be deemed to
have satisfied and discharged our obligations under the indenture when all
debentures not previously delivered to the indenture trustee for cancellation:

     o    have become due and payable, and

     o    will become due and payable at their stated maturity within one year
          or are to be called for redemption within one year, and we deposit or
          cause to be deposited with the indenture trustee funds, in trust, for
          the purpose and in an amount sufficient to pay and discharge the
          entire indebtedness on the debentures not previously delivered to the
          indenture trustee for cancellation, for the principal and interest due
          to the date of deposit or to the stated maturity or redemption date,
          as the case may be.

     We may still be required to provide officers' certificates and opinions of
counsel any pay fees and expenses due after these events occur.

Governing Law

     The indenture and the debentures will be governed by, and construed in
accordance with, the internal laws of the State of Indiana.

Information Concerning the Indenture Trustee

     The indenture trustee is subject to all the duties and responsibilities
specified with respect to an indenture trustee under the Trust Indenture Act.
Subject to these provisions, the indenture trustee is under no obligation to
exercise any of the powers vested in it by the indenture at the request of any
holder of debentures, unless offered reasonable security or indemnity by the
holder against the costs, expenses, and liabilities which might be incurred. The
indenture trustee is not required to expend or risk its own funds or otherwise
incur personal financial liability in the performance of its duties if the

                                       11

indenture trustee reasonably believes that repayment or adequate indemnity is
not reasonably assured to it.

Miscellaneous

     In the event a series of debentures is issued to a trust or a trustee of
such trust in connection with the issuance of trust securities by such trust, so
long as the applicable trust securities remain outstanding, we have agreed in
the indenture:

     o    to maintain 100% direct or indirect ownership of the common securities
          of such trust, except that successors that are permitted pursuant to
          the indenture or any supplement thereto may succeed to our ownership
          of the common securities of such trust;

     o    not to voluntarily terminate, wind up or liquidate such trust, except
          upon prior approval of the Federal Reserve if required by law or
          regulation;

     o    to use our reasonable efforts to cause such trust (a) to remain a
          business trust (and to avoid involuntary termination, winding up or
          liquidation), except in connection with a distribution of the
          debentures of such series, the redemption of all of the trust
          securities of such trust or certain mergers, consolidations or
          amalgamations, each as permitted by the trust agreement of such trust;
          and (b) to otherwise continue not to be treated as an association
          taxable as a corporation or partnership for United States federal
          income tax purposes;

     o    to use our  reasonable  efforts  to cause  each  holder  of  preferred
          securities  of  such  trust  to be  treated  as  owning  an  undivided
          beneficial interest in the debentures of such series; and

     o    to use our best efforts to maintain the eligibility of such preferred
          securities for quotation or listing on any national securities
          exchange or other organization on which such preferred securities are
          then quoted or listed (including, if applicable, The Nasdaq National
          Market) and to use our best efforts to keep such preferred securities
          so quoted or listed for so long as such preferred securities remain
          outstanding.

                          DESCRIPTION OF THE GUARANTEES

     Set forth below is a summary of information concerning the guarantees which
we will execute and deliver in connection with a particular offering for the
benefit of the holders of preferred securities. The guarantee agreements will be
executed and delivered by us concurrently with the issuance of the corresponding
preferred securities for the benefit of the holders of those preferred
securities. The guarantee agreements will be qualified as indentures under the
Trust Indenture Act. First Union Trust Company, National Association, the
guarantee trustee, will act as trustee for purposes of complying with the
provisions of the Trust Indenture Act, and will also hold the guarantees for the
benefit of the holders of the preferred securities. The following discussion
contains a description of the material provisions of the guarantees and is
subject to, and is qualified in its entirety by reference to, the guarantee
agreements and the Trust Indenture Act. Prospective investors are urged to read
the form of the guarantee agreements which have been filed as an exhibit to the
registration statement of which this prospectus forms a part.

                                       12

General

     Under each guarantee, we will agree to pay in full on a subordinated basis,
to the extent described in each guarantee agreement, the guarantee payments (as
defined below) to the holders of the preferred securities, as and when due,
regardless of any defense, right of set-off or counterclaim that the applicable
trust may have or assert other than the defense of payment.

     The following payments with respect to the preferred securities are called
the "guarantee payments" and, to the extent not paid or made by the applicable
trust and to the extent that that trust has funds available for those
distributions, will be subject to the guarantee:

     o    any accumulated and unpaid distributions required to be paid on the
          preferred securities;

     o    with respect to any preferred securities called for redemption, the
          redemption price; and

     o    upon a voluntary or involuntary dissolution, winding up or termination
          of a trust (other than in connection with the distribution of
          debentures to the holders of preferred securities in exchange for
          preferred securities) the lesser of:

     o    the amount of the liquidation distribution; and

     o    the amount of assets of the trust remaining available for distribution
          to holders of preferred securities in liquidation of the trust.

     We may satisfy our obligations to make a guarantee payment by making a
direct payment of the required amounts to the holders of the related preferred
securities or by causing the applicable trust to pay the amounts to the holders.

     Each guarantee agreement is a guarantee, on a subordinated basis, of the
guarantee payments, but the guarantee only applies to the extent the applicable
trust has funds available for those distributions. If we do not make interest
payments on the debentures purchased by the applicable trust, that trust will
not have funds available to make the distributions and will not pay
distributions on the corresponding preferred securities.

Amendments

     Except with respect to any changes which do not adversely affect the rights
of holders of trust preferred securities, in which case no consent will be
required, the guarantees may be amended only with the prior approval of the
holders of not less than a majority in aggregate liquidation amount of the
applicable outstanding preferred securities.

Termination of the Guarantees

     Each of the guarantees will terminate and be of no further force and effect
upon:

     o    full payment of the redemption price of the preferred securities;

     o    full payment of the amounts payable upon liquidation of the trust; or

     o    distribution of the debentures to the holders of the preferred
          securities.

                                       13

     If at any time any holder of the preferred securities must restore payment
of any sums paid under the preferred securities or a guarantee, the
corresponding guarantee will continue to be effective or will be reinstated with
respect to such amounts.

Events of Default; Remedies

     An event of default under a guarantee agreement will occur upon our failure
to make a required guarantee payment or to perform any other obligations under
such guarantee. If the guarantee trustee obtains actual knowledge that an event
of default has occurred and is continuing, the guarantee trustee must enforce
the applicable guarantee for the benefit of the holders of the preferred
securities so affected. The holders of a majority in aggregate liquidation
amount of the preferred securities so affected will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the guarantee trustee in respect of the applicable guarantee and may direct the
exercise of any power conferred upon the guarantee trustee under the applicable
guarantee agreement.

     Any holder of preferred securities may institute and prosecute a legal
proceeding directly against us to enforce its rights under the applicable
guarantee without first instituting a legal proceeding against the corresponding
trust, the guarantee trustee or any other person or entity.

     We are required to provide to the guarantee trustee annually a certificate
as to whether or not we are in compliance with all of the conditions and
covenants applicable to us under the guarantee agreements.

Status of the Guarantees

     The guarantees constitute our unsecured obligations that rank subordinate
and junior in right of payment to all of our senior and subordinated debt in the
same manner as the debentures. We expect to incur additional indebtedness in the
future. Except in certain circumstances that may be described in any prospectus
supplement limiting our ability to issue additional preferred securities or
similar securities or indebtedness, our ability to incur additional indebtedness
is not limited.

     The guarantees constitute a guarantee of payment and not of collection. If
we fail to make guarantee payments when required, holders of preferred
securities may institute a legal proceeding directly against us to enforce their
rights under the applicable guarantee without first instituting a legal
proceeding against any other person or entity.

     The guarantees will not be discharged except by payment of the guarantee
payments in full to the extent not paid by the applicable trust or upon
distribution of the debentures to the corresponding holders of the preferred
securities. Because we are a bank holding company, our right to participate in
any distribution of assets of any subsidiary upon the subsidiary's liquidation
or reorganization or otherwise is subject to the prior claims of creditors of
that subsidiary, except to the extent we may be recognized as a creditor of that
subsidiary. The ability of claimants under the guarantees to realize upon the
value of any of our subsidiaries, therefore, will be subordinated to all
existing and future liabilities of our subsidiaries.

Information Concerning the Guarantee Trustee

     The guarantee trustee, other than during the occurrence and continuance of
our default in performance of a guarantee, undertakes to perform only those
duties as are specifically set forth in the guarantees. When an event of default
has occurred and is continuing, the guarantee trustee must exercise the same
degree of care and skill as a prudent person would exercise or use in the
conduct of his or her own affairs. The guarantee trustee is under no obligation
to exercise any of the powers vested in it by the

                                       14

guarantees at the request of any holder of any corresponding preferred
securities unless it is offered reasonable security and indemnity against the
costs, expenses and liabilities that might be incurred thereby; but this does
not relieve the guarantee trustee of its obligations to exercise the rights and
powers under the guarantees in the event of a default.

Expense Agreement

     We will, pursuant to the agreement as to expenses and liabilities entered
into by us and each trust under the applicable trust agreement, irrevocably and
unconditionally guarantee to each person or entity to whom such trust becomes
indebted or liable, the full payment of any costs, expenses or liabilities of
such trust, other than obligations of such trust to pay to the holders of the
preferred securities or other similar interests in the trust of the amounts due
to the holders pursuant to the terms of the preferred securities or other
similar interests, as the case may be. Third party creditors of a trust may
proceed directly against us under the expense agreement, regardless of whether
they had notice of the expense agreement.

Governing Law

     The guarantees will be governed by and construed in accordance with the
internal laws of the State of Indiana.

                  RELATIONSHIP AMONG THE PREFERRED SECURITIES,
                        THE DEBENTURES AND THE GUARANTEE

Full and Unconditional Guarantee

     We irrevocably guarantee, as and to the extent described in this prospectus
and any supplemental prospectus, payments of distributions and other amounts due
on the preferred securities, to the extent the applicable trust has funds
available for the payment of these amounts. We and the applicable trust believe
that, taken together, our obligations under the debentures, the indenture, the
applicable trust agreement, the applicable expense agreement and the applicable
guarantee agreement provide, in the aggregate, a full, irrevocable and
unconditional guarantee, on a subordinated basis, of payment of distributions
and other amounts due on the applicable preferred securities. No single document
standing alone or operating in conjunction with fewer than all of the other
documents constitutes a guarantee. It is only the combined operation of these
documents that has the effect of providing a full, irrevocable and unconditional
guarantee of the obligations of the applicable trust under the applicable
preferred securities.

     If and to the extent that we do not make payments on the debentures, the
applicable trust will not pay distributions or other amounts due on its
preferred securities. The applicable guarantee does not cover payment of
distributions when the applicable trust does not have sufficient funds to pay
the distributions. In this event, the remedy of a holder of preferred securities
is to institute a legal proceeding directly against us for enforcement of
payment of the distributions to the holder. Our obligations under the guarantees
are subordinated and junior in right of payment to all of our other
indebtedness.

Sufficiency of Payments

     As long as payments of interest and other payments are made when due on the
debentures purchased by a trust, those payments will be sufficient to cover
distributions and other payments due on the trust preferred securities issued by
such trust, primarily because:

                                       15

     o    the aggregate principal amount of the debentures will be equal to the
          sum of the aggregate stated liquidation amount of the trust
          securities;

     o    the interest rate and interest and other payment dates on the
          debentures will match the distribution rate and distribution and other
          payment dates for the preferred securities;

     o    we will pay for any and all costs, expenses and liabilities of the
          trust, except the obligations of the trust to pay to holders of the
          preferred securities the amounts due to the holders pursuant to the
          terms of the preferred securities; and

     o    the trust will not engage in any activity that is not consistent with
          the limited purposes of the trust.

Enforcement Rights of Holders of Preferred Securities

     A holder of any preferred security may institute a legal proceeding
directly against us to enforce its rights under the applicable guarantee without
first instituting a legal proceeding against the applicable guarantee trustee,
the applicable trust or any other person. A default or event of default under
any of our senior or subordinated debt would not constitute a default or event
of default under the applicable trust agreement. In the event, however, of
payment defaults under, or acceleration of, our senior or subordinated debt, the
subordination provisions of the indenture provides that no payments may be made
in respect of the applicable debentures until the obligations have been paid in
full or any payment default has been cured or waived. Failure to make required
payments on the debentures would constitute an event of default under the
applicable trust agreement.

Limited Purpose of Trusts

     The preferred securities evidence preferred undivided beneficial interests
in the assets of the corresponding trust. The trusts exist for the exclusive
purposes of issuing the trust securities, investing the proceeds thereof in
debentures and engaging only in those other activities necessary, advisable or
incidental thereto. A principal difference between the rights of a holder of a
preferred security and the rights of a holder of a debenture is that a holder of
a debenture is entitled to receive from us the principal amount of and interest
accrued on debentures held, while a holder of preferred securities is entitled
to receive distributions from the corresponding trust (or from us under the
corresponding guarantee) if and to the extent the trust has funds available for
the payment of such distributions.

Rights Upon Termination

     Upon any voluntary or involuntary termination, winding-up or liquidation of
a trust involving the liquidation of the debentures, the holders of the
preferred securities will be entitled to receive, out of assets held by the
trust, the liquidation distribution in cash.

     Upon or voluntary or involuntary liquidation or bankruptcy, the property
trustee, as holder of the debentures, would be a subordinated creditor of ours.
Therefore, the property trustee would be subordinated in right of payment to all
of our senior and subordinated debt, but is entitled to receive payment in full
of principal and interest before any of our shareholders receive payments or
distributions. Since we are the guarantor under the guarantee and have agreed to
pay for all costs, expenses and liabilities of the trusts other than the
obligations of the trusts to pay to holders of the preferred securities the
amounts due to the holders pursuant to the terms of the preferred securities,
the positions of a holder of the preferred securities and a holder of the
debentures relative to our other creditors and to our shareholders in the event
of liquidation or bankruptcy are expected to be substantially the same.

                                       16

                              PLAN OF DISTRIBUTION

     The trusts or we may sell the preferred securities:

     o    through underwriters or dealers,

     o    directly to one or a limited number of institutional purchasers; or

     o    through agents.

     The applicable prospectus supplement will set forth the terms of the
offering of any preferred securities, including the name or names of any
underwriters, dealers or agents, the price of the preferred securities and the
net proceeds to us from such sale, any underwriting commissions or other items
constituting underwriters' compensation.

     If underwriters are used in the sale, the preferred securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The preferred securities may be offered to the public either through
underwriting syndicates represented by managing underwriters or directly by one
or more investment banking firms or others, as designated.

     If we use a dealer in the sale of any preferred securities, we will sell
those preferred securities to the dealer, as principal. The dealer may then
resell the preferred securities to the public at varying prices to be determined
by the dealer at the time of resale.

     We may sell preferred securities directly to one or more institutional
purchasers, or through agents at a fixed price or prices, which may be changed,
or at varying prices determined at time of sale. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a best effort basis for
the period of its appointment.

     Unless otherwise set forth in the applicable prospectus supplement, the
obligations of the underwriters or agents to purchase the preferred securities
will be subject to conditions precedent and the underwriters will be obligated
to purchase all the preferred securities if any are purchased. Any initial
public offering price and any underwriting commissions or other items
constituting underwriters' compensation may be changed from time to time. If an
applicable prospectus supplement so indicates, we will authorize agents,
underwriters or dealers to solicit offers by specified institutions to purchase
trust preferred securities from us at the public offering price set forth in the
prospectus supplement under delayed delivery contracts providing for payment and
delivery on a specified date in the future. These contracts will be subject only
to those conditions set forth in the prospectus supplement, and the prospectus
supplement will set forth the commission payable for solicitation of the
contracts.

     Under agreements entered into with us, agents and underwriters who
participate in the distribution of the trust preferred securities may be
entitled to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect to
payments which the agents or underwriters may be required to make. Agents and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.

                                       17

                                 LEGAL OPINIONS

     The validity of the debentures and the guarantees will be passed upon for
us by Bingham Summers Welsh & Spilman, LLP, Indianapolis, Indiana. The validity
of the trust securities will be passed upon for the trusts by Richards, Layton &
Finger, P.A., Wilmington, Delaware, special counsel to the trusts. If the
securities are being distributed in an underwritten offering, related legal
matters will be passed upon for the underwriters by counsel identified in the
related prospectus supplement.

                                     EXPERTS

     The consolidated financial statements of First Merchants Corporation as of
December 31, 2000 and 1999 and for each of the years in the three year period
ended December 31, 2000 incorporated in this prospectus and in the registration
statement by reference to our Annual Report on Form 10-K for the year ended
December 31, 2000 have been audited by BKD, LLP, independent auditors, as stated
in their report, which is incorporated by reference herein and in the
registration statement and have been so incorporated in reliance upon the report
of such firm, given upon their authority as experts in auditing and accounting.
Olive LLP and Baird, Kurtz & Dobson merged effective June 1, 2001, to become
BKD, LLP.

     The consolidated financial statements of Lafayette Bancorporation as of
December 31, 2000 and 1999 and for each of the three years in the period ended
December 31, 2000, which are incorporated in this prospectus and in the
registration statement by reference to our Current Report on Form 8-K filed
December 21, 2001, have been audited by Crowe, Chizek and Company LLP,
independent auditors, as set forth in their report thereon incorporated by
reference herein and in the registration statement and have been so incorporated
in reliance upon the report of such firm, given upon their authority as experts
in auditing and accounting.

                       WHERE YOU CAN GET MORE INFORMATION

     This prospectus is a part of a Registration Statement on Form S-3 filed by
us and the trusts with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the preferred securities, the debentures
and the guarantees. This prospectus does not contain all the information set
forth in the registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the Securities and Exchange
Commission. For further information with respect to us and the securities
offered by this prospectus, reference is made to the registration statement.
Statements contained in this prospectus concerning the provisions of such
documents are necessarily summaries of such documents and each such statement is
qualified in its entirety by reference to the copy of the applicable documents
filed with the Securities and Exchange Commission.

     We file periodic reports, proxy statements and other information with the
Securities and Exchange Commission. Our filings are available to the public over
the Internet at the Securities and Exchange Commission's website at
http://www.sec.gov. You may also inspect and copy these materials at the Public
Reference Room of the Securities and Exchange Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549. Copies of such material can be obtained
at prescribed rates from the Public Reference Section of the Securities and
Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
Securities and Exchange Commission at 1-800-SEC-0330. You may also obtain
additional information about us on our website at http://www.firstmerchants.com.

     The trusts are not currently subject to the information reporting
requirements of the Securities Exchange Act of 1934 and, although the trusts
will become subject to such requirements upon the

                                       18

effectiveness of the registration statement, it is not expected that the trusts
will file separate reports under the Exchange Act.

                       DOCUMENTS INCORPORATED BY REFERENCE

     We "incorporate by reference" into this prospectus the information in
documents we file with the Securities and Exchange Commission, which means that
we can disclose important information to you through those documents. The
information incorporated by reference is an important part of this prospectus.
Some information contained in this prospectus updates the information
incorporated by reference and some information we file subsequently with the
Securities and Exchange Commission will automatically update this prospectus. We
incorporate by reference:

     o    Our Annual Report on Form 10-K for the fiscal year ended December 31,
          2000 (as amended by a Form 10-K/A filed October 29, 2001);

     o    Our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2001;

     o    Our Current Report on Form 8-K filed on April 19, 2001, announcing our
          repurchase of 118,088 shares of our common stock;

     o    Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001;

     o    Our Current Report on Form 8-K filed on August 23, 2001, announcing a
          5% stock dividend declared on shares of our outstanding common stock;

     o    Our Quarterly Report on Form 10-Q for the quarter ended September 30,
          2001 (as amended by Form 10-Q/A filed December 19, 2001);

     o    Our Current Report on Form 8-K filed on October 15, 2001, announcing
          the execution of an agreement dated October 14, 2001 between Lafayette
          Bancorporation and First Merchants Corporation pursuant to which
          Lafayette Bancorporation will be merged with and into First Merchants
          Corporation; and

     o    Our Current Report on Form 8-K filed on December 21, 2001, containing
          consolidated financial statements of Lafayette Bancorporation, pro
          forma financial information of First Merchants Corporation and
          announcing the execution of two agreements dated November 27, 2001
          pursuant to which First Merchants Corporation will acquire two title
          insurance agencies.

     We also incorporate by reference any filings we make with the Securities
and Exchange Commission under Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the initial filing of the registration
statement that contains this prospectus and before the time that all of the
securities offered in this prospectus are sold.

     You may request, either orally or in writing, a copy of the documents
incorporated by reference by contacting Larry R. Helms, our General Counsel, at
the following address and phone number: 200 East Jackson, Muncie, Indiana 47305,
telephone (765) 747-1500. Any documents so requested will be provided to you at
no cost.

     You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We

                                       19

are not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or the
prospectus supplement is accurate as of any date other than the date on the
front of the document.

                                       20

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  Other Expenses of Issuance and Distribution.

     The estimated expenses paid by First Merchants Corporation in connection
with the issuance and distribution of the securities being registered hereby,
other than underwriting discounts and commissions, are as follows:

Securities and Exchange Commission Registration Fee................... $ 18,750
Legal Fees and Expenses............................................... $100,000
Accountants' Fees and Expenses........................................ $ 30,000
Trustee's Fees and Expenses........................................... $ 15,000
Printing and Engraving Expenses....................................... $ 50,000
Miscellaneous......................................................... $ 25,000
                                                                       --------
  Total............................................................... $238,750
                                                                       ========

ITEM 15. Indemnification of Directors and Officers of First Merchants
         Corporation.

     First Merchants Corporation ("First Merchants") is an Indiana corporation.
Section 23-1-37-1 et seq. of the Indiana Business Corporation Law
contains detailed provisions on indemnification of directors and officers of an
Indiana corporation against expenses, judgments, settlements, penalties and
fines incurred with respect to certain proceedings.

     First Merchants' Articles of Incorporation, as amended, and By-Laws, as
amended, provide that First Merchants will indemnify any person who is or was a
director, officer or employee of First Merchants or of any other corporation for
which he is or was serving in any capacity at the request of First Merchants
against all liability and expense that may be incurred in connection with,
resulting from or arising out of any claim, action, suit or proceeding with
respect to which such director, officer or employee is wholly successful or
acted in good faith in a manner he reasonably believed to be in, or not opposed
to, the best interests of First Merchants or such other corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful. A director, officer or employee of First
Merchants is entitled to be indemnified as a matter of right with respect to
those claims, actions, suits or proceedings where he has been wholly successful.
In all other cases, such director, officer or employee will be indemnified only
if the Board of Directors of First Merchants (acting by a quorum consisting of
directors who are not parties to or who have been wholly successful with respect
to such action) or independent legal counsel finds that he has met the standards
of conduct set forth above.

     The directors and officers of First Merchants are covered by an insurance
policy indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity.

     The Trust Agreement of each First Merchants Capital Trust limits the
liability to each trust and certain persons, and provides for the
indemnification by First Merchants, of trustees, their officers, directors,
employees and certain other persons.

                                      II-1

ITEM 16.  List of Exhibits.

Exhibit   Description

*1.1      Form of Underwriting Agreement

**3.1     Articles of Incorporation of First Merchants Corporation incorporated
          by reference to Exhibit 3.1 to First Merchants Corporation's Form 10-Q
          for the quarterly period ended June 30, 1999

**3.2     Bylaws of First Merchants Corporation incorporated by reference to
          First Merchants Corporation's Form 10-Q for the quarterly period ended
          September 30, 2001 (as amended by Form 10-Q/A filed December 19, 2001)

**4.1     Certificate of Trust of First Merchants Capital Trust I

**4.2     Trust Agreement of First Merchants Capital Trust I

**4.3     Certificate of Trust of First Merchants Capital Trust II

**4.4     Trust Agreement of First Merchants Capital Trust II

**4.5     Certificate of Trust of First Merchants Capital Trust III

**4.6     Trust Agreement of First Merchants Capital Trust III

**4.7     Form of Preferred Securities Guarantee Agreement to be issued by First
          Merchants Corporation (Agreements for First Merchants Capital Trust I,
          First Merchants Capital Trust II, and First Merchants Capital Trust
          III are substantially identical except for names and dates)

**4.8     Form of Amended and Restated Trust Agreement to be used in connection
          with the issuance of the Trust Preferred Securities

**4.9     Form of [____]% Cumulative Trust Preferred Security Certificate to be
          issued by First Merchants Capital Trust I, II and III (included as
          Exhibit D to Exhibit 4.8 to this Registration Statement)

**4.10    Form of Indenture

**4.11    Form of First Supplemental Indenture

**4.12    Form of [____]% Junior Subordinated Debenture to be issued by First
          Merchants Corporation (included as Exhibit A to Exhibit 4.11 to this
          Registration Statement)

**5.1     Opinion of Bingham Summers Welsh & Spilman, LLP with respect to
          legality of the Junior Subordinated Debentures and the Preferred
          Securities Guarantee Agreement

**5.2     Opinion of Richards, Layton & Finger, P.A. with respect to the
          legality of the Trust Preferred Securities

*8.1      Opinion of Bingham Summers Welsh & Spilman LLP as to federal income
          tax matters

**12.1    Computation of Ratio of Earnings to Combined Fixed Charges

23.1      Consent of Bingham Summers Welsh & Spilman LLP (included as part of
          Exhibits 5.1 and 8.1)

23.2      Consent of Richards, Layton & Finger, P.A. (included as part of
          Exhibit 5.2)

**23.3    Consent of Crowe, Chizek and Company LLP

**23.4    Consent of BKD, LLP

24.1      Power of Attorney of Directors and Officers of the Registrant
          (included on Registration Statement Signature Page)

*25.1     Form T-1 Statement of Eligibility of Trustee for the Trust Preferred
          Securities

*25.2     Form T-1 Statement of Eligibility of Trustee for the Junior
          Subordinated Debentures

*25.3     Form-T-1 Statement of Eligibility of Trustee for the Preferred
          Securities Guarantee Agreement

- ---------------
*    To be filed as an exhibit to the registrant's Current Report on Form 8-K in
     connection with a specific offering.

**   Filed herewith.

                                      II-2

ITEM 17.  Undertakings.

     The undersigned Registrants hereby undertake:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) to include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement; notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Securities and
     Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
     volume and price represent no more than a 20 percent change in the maximum
     aggregate offering price set forth in the "Calculation of Registration Fee"
     table in the effective Registration Statement; and

          (iii) to include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or any
     material change to such information in the Registration Statement;

provided, however, that clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by First Merchants Corporation pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of First Merchants Corporation's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
each of the Registrants pursuant to the provisions of Item 15 of this
Registration Statement, or otherwise, each Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by First Merchants Corporation of

                                      II-3

expenses incurred or paid by a director, officer or controlling person of each
of the Registrants in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered, each Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy, as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

     (6) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

     (7) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (8) To file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act of 1939 in accordance with the rules and regulations prescribed by the
Securities and Commission under Section 305(b)(2) of the Trust Indenture Act of
1939.

                                      II-4

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, First Merchants
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Muncie, State of Indiana, on December 21, 2001.

                                   FIRST MERCHANTS CORPORATION

                                   By:     /s/ Michael L. Cox
                                        ----------------------------------------
                                        Michael L. Cox
                                        President and Chief Executive Officer

                                      S-1

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Michael
L. Cox and Larry R. Helms and each of them his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and any subsequent registration statement filed by First Merchants Corporation
pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same,
with all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents full power and authority to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed as of the 21st day of December, 2001 by
the following persons in the capacities indicated.

             Signature                                Title

        /s/ Michael L. Cox                    President, Chief Executive
- ---------------------------------------       Officer and Director (Principal
         Michael L. Cox                       Executive Officer)

        /s/ James L. Thrash                   Senior Vice President and Chief
- ---------------------------------------       Financial Officer (Principal
         James L. Thrash                      Financial and Accounting Officer)

        /s/ Stefan S. Anderson                                  Director
- ---------------------------------------
         Stefan S. Anderson

        /s/ Roger M. Arwood                                     Director
- ---------------------------------------
         Roger M. Arwood

        /s/ James F. Ault                                       Director
- ---------------------------------------
         James F. Ault

        /s/ Jerry M. Ault                                       Director
- ---------------------------------------
         Jerry M. Ault

        /s/ Dennis A. Bierberich                                Director
- ---------------------------------------
         Dennis A. Bieberich

        /s/ Frank A. Bracken                                    Director
- ---------------------------------------
         Frank A. Bracken

        /s/ Blaine A. Brownell                                  Director
- ---------------------------------------
         Blaine A. Brownell

                                      S-2

        /s/ Thomas B. Clark                                 Director
- ---------------------------------------
         Thomas B. Clark

        /s/ Barry J. Hudson                                 Director
- ---------------------------------------
         Barry J. Hudson

        /s/ Norman M. Johnson                               Director
- ---------------------------------------
         Norman M. Johnson

        /s/ George A. Sissel                                Director
- ---------------------------------------
         George A. Sissel

        /s/ Robert M. Smitson                               Director
- ---------------------------------------
         Robert M. Smitson

        /s/ John E. Worthen                                 Director
- ---------------------------------------
         John E. Worthen

                                      S-3

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, First Merchants
Capital Trust I certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Muncie, State of Indiana on December 21, 2001.

                                   First Merchants Capital Trust I

                                   By:  First Merchants Corporation, as Sponsor

                                   By:      /s/ Michael L. Cox
                                        ----------------------------------------
                                        Michael L. Cox
                                        President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, First Merchants
Capital Trust II certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Muncie, State of Indiana on December 21, 2001.

                                   First Merchants Capital Trust II

                                   By:  First Merchants Corporation, as Sponsor

                                   By:    /s/ Michael L. Cox
                                          --------------------------------------
                                         Michael L. Cox
                                         President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, First Merchants
Capital Trust III certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Muncie, State of Indiana on December 21, 2001.

                                   First Merchants Capital Trust III

                                   By:  First Merchants Corporation, as Sponsor

                                   By:      /s/ Michael L. Cox
                                        ----------------------------------------
                                        Michael L. Cox
                                        President and Chief Executive Officer

                                      S-4

                                  EXHIBIT INDEX

Exhibit   Description
- -------   -----------

*1.1      Form of Underwriting Agreement

**3.1     Articles of Incorporation of First Merchants Corporation incorporated
          by reference to Exhibit 3.1 to First Merchants Corporation's Form 10-Q
          for the quarterly period ended June 30, 1999

**3.2     Bylaws of First Merchants Corporation incorporated by reference to
          First Merchants Corporation's Form 10-Q for the quarterly period ended
          September 30, 2001 (as amended by Form 10-Q/A filed December 19, 2001)

**4.1     Certificate of Trust of First Merchants Capital Trust I

**4.2     Trust Agreement of First Merchants Capital Trust I

**4.3     Certificate of Trust of First Merchants Capital Trust II

**4.4     Trust Agreement of First Merchants Capital Trust II

**4.5     Certificate of Trust of First Merchants Capital Trust III

**4.6     Trust Agreement of First Merchants Capital Trust III

**4.7     Form of Preferred Securities Guarantee Agreement to be issued by First
          Merchants Corporation (Agreements for First Merchants Capital Trust I,
          First Merchants Capital Trust II, and First Merchants Capital Trust
          III are substantially identical except for names and dates)

**4.8     Form of Amended and Restated Trust Agreement to be used in connection
          with the issuance of the Trust Preferred Securities

**4.9     Form of [____]% Cumulative Trust Preferred Security Certificate to be
          issued by First Merchants Capital Trust I, II and III (included as
          Exhibit D to Exhibit 4.8 to this Registration Statement)

**4.10    Form of Indenture

**4.11    Form of First Supplemental Indenture

**4.12    Form of [____]% Junior Subordinated Debenture to be issued by First
          Merchants Corporation (included as Exhibit A to Exhibit 4.11 to this
          Registration Statement)

**5.1     Opinion of Bingham Summers Welsh & Spilman, LLP with respect to
          legality of the Junior Subordinated Debentures and the Preferred
          Securities Guarantee Agreement

**5.2     Opinion of Richards, Layton & Finger, P.A. with respect to the
          legality of the Trust Preferred Securities

*8.1      Opinion of Bingham Summers Welsh & Spilman LLP as to federal income
          tax matters

**12.1    Computation of Ratio of Earnings to Combined Fixed Charges

23.1      Consent of Bingham Summers Welsh & Spilman LLP (included as part of
          Exhibits 5.1 and 8.1)

23.2      Consent of Richards, Layton & Finger, P.A. (included as part of
          Exhibit 5.2)

**23.3    Consent of Crowe, Chizek and Company LLP

**23.4    Consent of BKD, LLP

24.1      Power of Attorney of Directors and Officers of the Registrant
          (included on Registration Statement Signature Page)

*25.1     Form T-1 Statement of Eligibility of Trustee for the Trust Preferred
          Securities

*25.2     Form T-1 Statement of Eligibility of Trustee for the Junior
          Subordinated Debentures

*25.3     Form-T-1 Statement of Eligibility of Trustee for the Preferred
          Securities Guarantee Agreement

- ---------------
*    To be filed as an exhibit to the registrant's Current Report on Form 8-K in
     connection with a specific offering.

**   Filed herewith.

                                                                     EXHIBIT 4.1

                              CERTIFICATE OF TRUST

                                       OF

                         FIRST MERCHANTS CAPITAL TRUST I

     This Certificate of Trust is being executed as of December 12, 2001 for the
purposes of organizing a business trust pursuant to the Delaware Business Trust
Act, 12 Del. C.ss.ss.3801 et seq. (the "Act").

     The undersigned hereby certifies as follows:

1.   Name. The name of the business trust is "First Merchants Capital Trust I"
     (the "Trust").

2.   Delaware Trustee. The name and business address of the Delaware trustee of
     the Trust meeting the requirements of Section 3807 of the Act are as
     follows:

     First Union Trust Company, National Association
     One Rodney Square
     920 King Street
     Suite 102
     Wilmington, Delaware 19801
     Attention:  Corporate Trust Trustee Administration

3.   Effective. This Certificate of Trust shall be effective immediately upon
     filing in the Office of the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned being all of the trustees of the Trust,
have duly executed this Certificate of Trust as of the day and year first above
written.

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
as Delaware Trustee

By:           /s/ Edward L. Truitt, Jr.
    --------------------------------------------
    Name:    Edward L. Truitt, Jr.
          --------------------------------------
    Title:      Vice President
          --------------------------------------

                                      -1-

ADMINISTRATIVE TRUSTEE

     /s/ Michael L. Cox
- ----------------------------------------------
     Michael L. Cox

ADMINISTRATIVE TRUSTEE

     /s/ Larry R. Helms
- ----------------------------------------------
     Larry R. Helms, Esq.

ADMINISTRATIVE TRUSTEE

     /s/ Mark K. Hardwick
- ----------------------------------------------
     Mark K. Hardwick

                                      -2-

                                                                     EXHIBIT 4.2

                         FIRST MERCHANTS CAPITAL TRUST I
                                 TRUST AGREEMENT

     This TRUST AGREEMENT, dated as of December 12, 2001 (this "Trust
Agreement"), among (i) First Merchants Corporation, an Indiana corporation (the
"Depositor"), (ii) First Union Trust Company, National Association, as trustee,
and (iii) Michael L. Cox, Larry R. Helms, Esq. and Mark K. Hardwick, each an
individual, as trustees (each of such trustees in (ii) and (iii) a "Trustee" and
collectively, the "Trustees"). The Depositor and the Trustees hereby agree as
follows:

     1. The trust created hereby (the "Trust") shall be known as "First
Merchants Capital Trust I" in which name the Trustees, or the Depositor to the
extent provided herein, may engage in the transactions contemplated hereby, make
and execute contracts, and sue and be sued.

     2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10.00. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801, et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.

     3. The Depositor and the Trustees will enter into an amended and restated
Trust Agreement, satisfactory to each such party and substantially in the form
included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities and Common Securities referred to
therein. Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery of any
licenses, consents or approvals required by applicable law or otherwise.

     4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, (the "1933 Act") of the Preferred
Securities of the Trust (including any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
1933 Act), and (b) a Registration Statement on Form 8-A (the "1934 Act
Registration Statement") (including all pre-effective and post-effective
amendments

thereto) relating to the registration of the Preferred Securities of the Trust
under the Securities Exchange Act of 1934, as amended; (ii) to file with Nasdaq
or a national stock exchange (each, an "Exchange") and execute on behalf of the
Trust one or more listing applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any of the
Exchanges; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or blue sky
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable; and (iv) to execute on behalf of the Trust that certain
Underwriting Agreement relating to the Preferred Securities, among the Trust,
the Depositor and the Underwriter named therein, substantially in the form
included as an exhibit to the 1933 Act Registration Statement. In the event that
any filing referred to in clauses (i), (ii) and (iii) above is required by the
rules and regulations of the Commission, an Exchange or state securities or blue
sky laws, to be executed on behalf of the Trust by one or more of the Trustees,
each of the Trustees, in its, her or his capacity as a Trustee of the Trust, is
hereby authorized and, to the extent so required, directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that First Union Trust Company, National Association in its
capacity as a Trustee of the Trust shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the Exchange or state securities or
blue sky laws. In connection with the filings referred to above, the Depositor
and Michael L. Cox, Larry R. Helms, Esq. and Mark K. Hardwick, each as Trustees
and not in their individual capacities, hereby constitute and appoint Michael L.
Cox, Larry R. Helms, Esq. and Mark K. Hardwick, and each of them, as its true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or such Trustee or in the Depositor's or such
Trustees' name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, the Exchange and administrators of the state securities or blue sky
laws, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as the
Depositor or such Trustee might or could to in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.

     5. This Trust Agreement may be executed in one or more counterparts.

     6. The number of Trustees initially shall be four and thereafter the number
of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its

                                       2

principal place of business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law. Subject to the foregoing, the Depositor
is entitled to appoint or remove without cause any Trustee at any time. The
Trustees may resign upon 30 days' prior notice to the Depositor.

     7. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws of
principles).

     8. The Trustees (the "Fiduciary Indemnified Persons") shall not be liable,
responsible or accountable in damages or otherwise to the Trust, the Depositor,
the Trustees or any holder of the Trust's securities (the Trust, the Depositor
and any holder of the Trust's securities being a "Covered Person") for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in
a manner the Fiduciary Indemnified Persons reasonably believed to be within the
scope of authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement or by law, except that the Fiduciary Indemnified Persons shall be
liable for any such loss, damage or claim incurred by reason of the Fiduciary
Indemnified Person's gross negligence or willful misconduct with respect to such
acts or omissions.

     The Fiduciary Indemnified Persons shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any person as to matters the
Fiduciary Indemnified Persons reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses or any other facts pertinent to the existence and amount of assets from
which distributions to holders of Trust's securities might properly be paid.

     9. The Depositor agrees, to the fullest extent permitted by applicable law,

     (a) to indemnify and hold harmless each Fiduciary Indemnified Person, or
any of its officers, directors, shareholders, employees, representatives or
agents, from and against any loss, damage, liability, tax, penalty, expense or
claim of any kind or nature whatsoever incurred by the Fiduciary Indemnified
Persons by reason of the creation, operation or termination of the Trust in a
manner the Fiduciary Indemnified Persons reasonably believed to be within the
scope of authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement, except that no Fiduciary Indemnified Persons shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by the Fiduciary
Indemnified Persons by reason of gross negligence or willful misconduct with
respect to such acts or omissions; and

     (b) to advance expenses (including legal fees) incurred by a Fiduciary
Indemnified Person in defending any claim, demand, action, suit or proceeding
shall, from time to time, prior to the final disposition of such claim, demand,
action, suit or proceeding, upon

                                       3

receipt by the Trust of an undertaking by or on behalf of such Fiduciary
Indemnified Persons to repay such amount if it shall be determined that such
Fiduciary Indemnified Person is not entitled to be indemnified as authorized in
the preceding subsection.

     10. The provisions of Section 9 shall survive the termination of this Trust
Agreement or the earlier resignation or removal of the Fiduciary Indemnified
Persons.

                            [Signatures on next page]

                                       4

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

FIRST MERCHANTS CORPORATION,
as Depositor

By:  /s/ Michael L. Cox
     -------------------------------------
     Name:     Michael L. Cox
           -------------------------------
     Title:    President & CEO
           -------------------------------

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

By:  /s/ Edward L. Truitt, Jr.
     --------------------------------------
     Name:    Edward L. Truitt, Jr.
           --------------------------------
     Title:      Vice President
           --------------------------------

         /s/ Michael L. Cox                 , as Trustee
- --------------------------------------------
         Michael L. Cox

         /s/ Larry R. Helms                 , as Trustee
- --------------------------------------------
         Larry R. Helms, Esq.

         /s/ Mark K. Hardwick               , as Trustee
- --------------------------------------------
         Mark K. Hardwick

                                       5

                                                                     EXHIBIT 4.3

                              CERTIFICATE OF TRUST

                                       OF

                        FIRST MERCHANTS CAPITAL TRUST II

     This Certificate of Trust is being executed as of December 12, 2001 for the
purposes of organizing a business trust pursuant to the Delaware Business Trust
Act, 12 Del. C.ss.ss.3801 et seq. (the "Act").

     The undersigned hereby certifies as follows:

1.   Name. The name of the business trust is "First Merchants Capital Trust II"
     (the "Trust").

2.   Delaware Trustee. The name and business address of the Delaware trustee of
     the Trust meeting the requirements of Section 3807 of the Act are as
     follows:

     First Union Trust Company, National Association
     One Rodney Square
     920 King Street
     Suite 102
     Wilmington, Delaware 19801
     Attention:  Corporate Trust Trustee Administration

3.   Effective. This Certificate of Trust shall be effective immediately upon
     filing in the Office of the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned being all of the trustees of the Trust,
have duly executed this Certificate of Trust as of the day and year first above
written.

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
as Delaware Trustee

By:            /s/ Edward L. Truitt, Jr.
     -----------------------------------------------------
     Name:    Edward L. Truitt, Jr.
          ------------------------------------------------
     Title:      Vice President
           -----------------------------------------------

                                      -1-

ADMINISTRATIVE TRUSTEE

     /s/ Michael L. Cox
- -----------------------------------------------------
     Michael L. Cox

ADMINISTRATIVE TRUSTEE

     /s/ Larry R. Helms
- -----------------------------------------------------
     Larry R. Helms, Esq.

ADMINISTRATIVE TRUSTEE

     /s/ Mark K. Hardwick
- -----------------------------------------------------
     Mark K. Hardwick

                                      -2-

                                                                     EXHIBIT 4.4

                        FIRST MERCHANTS CAPITAL TRUST II
                                 TRUST AGREEMENT

     This TRUST AGREEMENT, dated as of December 12, 2001 (this "Trust
Agreement"), among (i) First Merchants Corporation, an Indiana corporation (the
"Depositor"), (ii) First Union Trust Company, National Association, as trustee,
and (iii) Michael L. Cox, Larry R. Helms, Esq. and Mark K. Hardwick, each an
individual, as trustees (each of such trustees in (ii) and (iii) a "Trustee" and
collectively, the "Trustees"). The Depositor and the Trustees hereby agree as
follows:

     1. The trust created hereby (the "Trust") shall be known as "First
Merchants Capital Trust II" in which name the Trustees, or the Depositor to the
extent provided herein, may engage in the transactions contemplated hereby, make
and execute contracts, and sue and be sued.

     2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10.00. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801, et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.

     3. The Depositor and the Trustees will enter into an amended and restated
Trust Agreement, satisfactory to each such party and substantially in the form
included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities and Common Securities referred to
therein. Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery of any
licenses, consents or approvals required by applicable law or otherwise.

     4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, (the "1933 Act") of the Preferred
Securities of the Trust (including any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
1933 Act), and (b) a Registration Statement on Form 8-A (the "1934 Act
Registration Statement") (including all pre-effective and post-effective
amendments

thereto) relating to the registration of the Preferred Securities of the Trust
under the Securities Exchange Act of 1934, as amended; (ii) to file with Nasdaq
or a national stock exchange (each, an "Exchange") and execute on behalf of the
Trust one or more listing applications and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on any of the
Exchanges; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or blue sky
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable; and (iv) to execute on behalf of the Trust that certain
Underwriting Agreement relating to the Preferred Securities, among the Trust,
the Depositor and the Underwriter named therein, substantially in the form
included as an exhibit to the 1933 Act Registration Statement. In the event that
any filing referred to in clauses (i), (ii) and (iii) above is required by the
rules and regulations of the Commission, an Exchange or state securities or blue
sky laws, to be executed on behalf of the Trust by one or more of the Trustees,
each of the Trustees, in its, her or his capacity as a Trustee of the Trust, is
hereby authorized and, to the extent so required, directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that First Union Trust Company, National Association in its
capacity as a Trustee of the Trust shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the Exchange or state securities or
blue sky laws. In connection with the filings referred to above, the Depositor
and Michael L. Cox, Larry R. Helms, Esq. and Mark K. Hardwick, each as Trustees
and not in their individual capacities, hereby constitute and appoint Michael L.
Cox, Larry R. Helms, Esq. and Mark K. Hardwick, and each of them, as its true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or such Trustee or in the Depositor's or such
Trustees' name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, the Exchange and administrators of the state securities or blue sky
laws, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as the
Depositor or such Trustee might or could to in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.

     5. This Trust Agreement may be executed in one or more counterparts.

     6. The number of Trustees initially shall be four and thereafter the number
of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its

                                       2

principal place of business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law. Subject to the foregoing, the Depositor
is entitled to appoint or remove without cause any Trustee at any time. The
Trustees may resign upon 30 days' prior notice to the Depositor.

     7. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws of
principles).

     8. The Trustees (the "Fiduciary Indemnified Persons") shall not be liable,
responsible or accountable in damages or otherwise to the Trust, the Depositor,
the Trustees or any holder of the Trust's securities (the Trust, the Depositor
and any holder of the Trust's securities being a "Covered Person") for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in
a manner the Fiduciary Indemnified Persons reasonably believed to be within the
scope of authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement or by law, except that the Fiduciary Indemnified Persons shall be
liable for any such loss, damage or claim incurred by reason of the Fiduciary
Indemnified Person's gross negligence or willful misconduct with respect to such
acts or omissions.

     The Fiduciary Indemnified Persons shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any person as to matters the
Fiduciary Indemnified Persons reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses or any other facts pertinent to the existence and amount of assets from
which distributions to holders of Trust's securities might properly be paid.

     9. The Depositor agrees, to the fullest extent permitted by applicable law,

     (a) to indemnify and hold harmless each Fiduciary Indemnified Person, or
any of its officers, directors, shareholders, employees, representatives or
agents, from and against any loss, damage, liability, tax, penalty, expense or
claim of any kind or nature whatsoever incurred by the Fiduciary Indemnified
Persons by reason of the creation, operation or termination of the Trust in a
manner the Fiduciary Indemnified Persons reasonably believed to be within the
scope of authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement, except that no Fiduciary Indemnified Persons shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by the Fiduciary
Indemnified Persons by reason of gross negligence or willful misconduct with
respect to such acts or omissions; and

     (b) to advance expenses (including legal fees) incurred by a Fiduciary
Indemnified Person in defending any claim, demand, action, suit or proceeding
shall, from time to time, prior to the final disposition of such claim, demand,
action, suit or proceeding, upon

                                       3

receipt by the Trust of an undertaking by or on behalf of such Fiduciary
Indemnified Persons to repay such amount if it shall be determined that such
Fiduciary Indemnified Person is not entitled to be indemnified as authorized in
the preceding subsection.

     10. The provisions of Section 9 shall survive the termination of this Trust
Agreement or the earlier resignation or removal of the Fiduciary Indemnified
Persons.

                            [Signatures on next page]

                                       4

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

FIRST MERCHANTS CORPORATION,
as Depositor

By:  /s/ Michael L. Cox
     ---------------------------------------------
     Name:     Michael L. Cox
          ----------------------------------------
     Title:    President & CEO
           ---------------------------------------

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

By:  /s/ Edward L. Truitt, Jr.
     ---------------------------------------------
     Name:    Edward L. Truitt, Jr.
          ----------------------------------------
     Title:      Vice President
           ---------------------------------------

         /s/ Michael L. Cox                       , as Trustee
- --------------------------------------------------
  Michael L. Cox

         /s/ Larry R. Helms                       , as Trustee
- --------------------------------------------------
  Larry R. Helms, Esq.

         /s/ Mark K. Hardwick                     , as Trustee
- --------------------------------------------------
  Mark K. Hardwick

                                       5

                                                                     EXHIBIT 4.5

                              CERTIFICATE OF TRUST

                                       OF

                        FIRST MERCHANTS CAPITAL TRUST III

     This Certificate of Trust is being executed as of December 12, 2001 for the
purposes of organizing a business trust pursuant to the Delaware Business Trust
Act, 12 Del. C.ss.ss.3801 et seq. (the "Act").

     The undersigned hereby certifies as follows:

1.   Name. The name of the business trust is "First Merchants Capital Trust III"
     (the "Trust").

2.   Delaware Trustee. The name and business address of the Delaware trustee of
     the Trust meeting the requirements of Section 3807 of the Act are as
     follows:

     First Union Trust Company, National Association
     One Rodney Square
     920 King Street
     Suite 102
     Wilmington, Delaware 19801
     Attention:  Corporate Trust Trustee Administration

3.   Effective. This Certificate of Trust shall be effective immediately upon
     filing in the Office of the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned being all of the trustees of the Trust,
have duly executed this Certificate of Trust as of the day and year first above
written.

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
as Delaware Trustee

By:  /s/ Edward L. Truitt, Jr.
     -----------------------------------------------------
     Name:    Edward L. Truitt, Jr.
          ------------------------------------------------
     Title:      Vice President
           -----------------------------------------------

                                       -1-

ADMINISTRATIVE TRUSTEE

     /s/ Michael L. Cox
- -----------------------------------------------------
     Michael L. Cox

ADMINISTRATIVE TRUSTEE

     /s/ Larry R. Helms
- -----------------------------------------------------
     Larry R. Helms, Esq.

ADMINISTRATIVE TRUSTEE

     /s/ Mark K. Hardwick
- -----------------------------------------------------
     Mark K. Hardwick

                                      -2-

                                                                     EXHIBIT 4.6

                        FIRST MERCHANTS CAPITAL TRUST III
                                 TRUST AGREEMENT

     This TRUST AGREEMENT, dated as of December 12, 2001 (this "Trust
Agreement"), among (i) First Merchants Corporation, an Indiana corporation (the
"Depositor"), (ii) First Union Trust Company, National Association, as trustee,
and (iii) Michael L. Cox, Larry R. Helms, Esq. and Mark K. Hardwick, each an
individual, as trustees (each of such trustees in (ii) and (iii) a "Trustee" and
collectively, the "Trustees"). The Depositor and the Trustees hereby agree as
follows:

     1. The trust created hereby (the "Trust") shall be known as "First
Merchants Capital Trust III" in which name the Trustees, or the Depositor to the
extent provided herein, may engage in the transactions contemplated hereby, make
and execute contracts, and sue and be sued.

     2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10.00. The Trustees hereby acknowledge receipt of such
amount in trust from the Depositor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801, et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.

     3. The Depositor and the Trustees will enter into an amended and restated
Trust Agreement, satisfactory to each such party and substantially in the form
included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities and Common Securities referred to
therein. Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder or with
respect to the trust estate, except as otherwise required by applicable law or
as may be necessary to obtain prior to such execution and delivery of any
licenses, consents or approvals required by applicable law or otherwise.

     4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, (the "1933 Act") of the Preferred
Securities of the Trust (including any registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
1933 Act), and (b) a Registration Statement on Form 8-A (the "1934 Act
Registration Statement") (including all pre-effective and post-effective

amendments thereto) relating to the registration of the Preferred Securities of
the Trust under the Securities Exchange Act of 1934, as amended; (ii) to file
with Nasdaq or a national stock exchange (each, an "Exchange") and execute on
behalf of the Trust one or more listing applications and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on any of the
Exchanges; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or blue sky
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable; and (iv) to execute on behalf of the Trust that certain
Underwriting Agreement relating to the Preferred Securities, among the Trust,
the Depositor and the Underwriter named therein, substantially in the form
included as an exhibit to the 1933 Act Registration Statement. In the event that
any filing referred to in clauses (i), (ii) and (iii) above is required by the
rules and regulations of the Commission, an Exchange or state securities or blue
sky laws, to be executed on behalf of the Trust by one or more of the Trustees,
each of the Trustees, in its, her or his capacity as a Trustee of the Trust, is
hereby authorized and, to the extent so required, directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that First Union Trust Company, National Association in its
capacity as a Trustee of the Trust shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the Exchange or state securities or
blue sky laws. In connection with the filings referred to above, the Depositor
and Michael L. Cox, Larry R. Helms, Esq. and Mark K. Hardwick, each as Trustees
and not in their individual capacities, hereby constitute and appoint Michael L.
Cox, Larry R. Helms, Esq. and Mark K. Hardwick, and each of them, as its true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or such Trustee or in the Depositor's or such
Trustees' name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, the Exchange and administrators of the state securities or blue sky
laws, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as the
Depositor or such Trustee might or could to in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.

     5. This Trust Agreement may be executed in one or more counterparts.

     6. The number of Trustees initially shall be four and thereafter the number
of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Depositor is entitled to appoint or

                                       2

remove without cause any Trustee at any time. The Trustees may resign upon 30
days' prior notice to the Depositor.

     7. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws of
principles).

     8. The Trustees (the "Fiduciary Indemnified Persons") shall not be liable,
responsible or accountable in damages or otherwise to the Trust, the Depositor,
the Trustees or any holder of the Trust's securities (the Trust, the Depositor
and any holder of the Trust's securities being a "Covered Person") for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in
a manner the Fiduciary Indemnified Persons reasonably believed to be within the
scope of authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement or by law, except that the Fiduciary Indemnified Persons shall be
liable for any such loss, damage or claim incurred by reason of the Fiduciary
Indemnified Person's gross negligence or willful misconduct with respect to such
acts or omissions.

     The Fiduciary Indemnified Persons shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any person as to matters the
Fiduciary Indemnified Persons reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses or any other facts pertinent to the existence and amount of assets from
which distributions to holders of Trust's securities might properly be paid.

     9. The Depositor agrees, to the fullest extent permitted by applicable law,

     (a) to indemnify and hold harmless each Fiduciary Indemnified Person, or
any of its officers, directors, shareholders, employees, representatives or
agents, from and against any loss, damage, liability, tax, penalty, expense or
claim of any kind or nature whatsoever incurred by the Fiduciary Indemnified
Persons by reason of the creation, operation or termination of the Trust in a
manner the Fiduciary Indemnified Persons reasonably believed to be within the
scope of authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement, except that no Fiduciary Indemnified Persons shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by the Fiduciary
Indemnified Persons by reason of gross negligence or willful misconduct with
respect to such acts or omissions; and

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

                                       3

     10. The provisions of Section 9 shall survive the termination of this Trust
Agreement or the earlier resignation or removal of the Fiduciary Indemnified
Persons.

                            [Signatures on next page]

                                       4

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

FIRST MERCHANTS CORPORATION,
as Depositor

By:      /s/ Michael L. Cox
   --------------------------------------------------
         Name:     Michael L. Cox
              ---------------------------------------
         Title:    President & CEO
               --------------------------------------

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

By:            /s/ Edward L. Truitt, Jr.
     ------------------------------------------------
     Name:    Edward L. Truitt, Jr.
          -------------------------------------------
     Title:      Vice President
           ------------------------------------------

         /s/ Michael L. Cox                          , as Trustee
- -----------------------------------------------------
  Michael L. Cox

         /s/ Larry R. Helms                          , as Trustee
- -----------------------------------------------------
  Larry R. Helms, Esq.

         /s/ Mark K. Hardwick                        , as Trustee
- -----------------------------------------------------
  Mark K. Hardwick

                                       5

                                                                     EXHIBIT 4.7

                    PREFERRED SECURITIES GUARANTEE AGREEMENT

                                 by and between

                           FIRST MERCHANTS CORPORATION

                                       and

                 FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION

                          Dated as of [______________]

                                TABLE OF CONTENTS

                                                                        Page No.
Article I DEFINITIONS AND INTERPRETATION.......................................1
         1.1        Definitions and Interpretation.............................1
Article II TRUST INDENTURE ACT.................................................5
         2.1        Trust Indenture Act; Application...........................5
         2.2        Lists of Holders of Securities.............................5
         2.3        Reports by the Guarantee Trustee...........................5
         2.4        Periodic Reports to Guarantee Trustee......................6
         2.5        Evidence of Compliance with Conditions Precedent...........6
         2.6        Events of Default; Waiver..................................6
         2.7        Event of Default; Notice...................................6
Article III POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE.....................7
         3.1        Powers and Duties of the Guarantee Trustee.................7
         3.2        Certain Rights of Guarantee Trustee........................9
         3.3        Not Responsible for Recitals or Issuance of Guarantee.....11
Article IV GUARANTEE TRUSTEE..................................................11
         4.1        Guarantee Trustee; Eligibility............................11
         4.2        Appointment, Removal and Resignation of Guarantee Trustee.12
Article V GUARANTEE ..........................................................13
         5.1        Guarantee.................................................13
         5.2        Waiver of Notice and Demand...............................13
         5.3        Obligations not Affected..................................13
         5.4        Rights of Holders.........................................14
         5.5        Guarantee of Payment......................................15
         5.6        Subrogation...............................................15
         5.7        Independent Obligations...................................15
Article VI LIMITATION OF TRANSACTIONS; SUBORDINATION..........................15
         6.1        Limitation of Transactions................................15
         6.2        Ranking...................................................16
Article VII TERMINATION.......................................................16
         7.1        Termination...............................................16
Article VIII INDEMNIFICATION..................................................16
         8.1        Exculpation...............................................16
         8.2        Indemnification...........................................17
Article IX MISCELLANEOUS......................................................17
         9.1        Successors and Assigns....................................17
         9.2        Amendments................................................17
         9.3        Notices...................................................18
         9.4        Benefit...................................................18
         9.5        Governing Law.............................................19

                                      -i-

                              CROSS REFERENCE TABLE

      Section of Trust                                  Section of
      Indenture Act of                                  Guarantee
        1939, as amended                                Agreement

      310(a)                                              4.1(a)
      310(b)                                              4.1(c), 2.8
      310(c)                                              Not Applicable
      311(a)                                              2.2(b)
      311(b)                                              2.2(b)
      311(c)                                              Not Applicable
      312(a)                                              2.2(a)
      312(b)                                              2.2(b)
      313                                                 2.3
      314(a)                                              2.4
      314(b)                                              Not Applicable
      314(c)                                              2.5
      314(d)                                              Not Applicable
      314(e)                                              1.1, 2.5, 3.2
      314(f)                                              2.1, 3.2
      315(a)                                              3.1(d)
      315(b)                                              2.7
      315(c)                                              3.1
      315(d)                                              3.1(d)
      316(a)                                              1.1, 2.6, 5.4
      316(b)                                              5.3
      317(a)                                              3.1
      317(b)                                              Not Applicable
      318(a)                                              2.1(a)
      318(b)                                              2.1
      318(c)                                              2.1(b)

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

                                      -ii-

                    PREFERRED SECURITIES GUARANTEE AGREEMENT

     This PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Preferred Securities
Guarantee"), dated as of [________________], is executed and delivered by FIRST
MERCHANTS CORPORATION, an Indiana corporation (the "Guarantor"), and FIRST UNION
TRUST COMPANY, NATIONAL ASSOCIATION, (the "Guarantee Trustee"), for the benefit
of the Holders (as defined herein) from time to time of the Preferred Securities
(as defined herein) of First Merchants Capital Trust [I/II/III], a Delaware
statutory business trust (the "Trust").

                                    RECITALS

     WHEREAS, pursuant to an Amended and Restated Trust Agreement (the "Trust
Agreement"), dated as of [___________________], among the trustees of the Trust
named therein, the Guarantor, as Depositor, and the holders from time to time of
undivided beneficial interests in the assets of the Trust, the Trust is issuing
on the date hereof up to [______________] preferred securities, having an
aggregate Liquidation Amount of up to $[_____________] designated the [____]%
Cumulative Trust Preferred Securities;

     WHEREAS, as incentive for the Holders to purchase the Preferred Securities,
the Guarantor desires irrevocably and unconditionally to agree, to the extent
set forth in this Preferred Securities Guarantee, to pay to the Holders of the
Preferred Securities the Guarantee Payments (as defined herein) and to make
certain other payments on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the purchase by each Holder of
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Preferred Securities
Guarantee for the benefit of the Holders.

                                   ARTICLE I

                         DEFINITIONS AND INTERPRETATION

     1.1 Definitions and Interpretation.

     In this Preferred Securities Guarantee, unless the context otherwise
requires:

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

          (b)  terms defined in the Trust Agreement as at the date of execution
               of this Preferred Securities Guarantee have the same meaning when
               used in this Preferred Securities Guarantee, unless otherwise
               defined in this Preferred Securities Guarantee;

                                      -1-

          (c)  a term defined anywhere in this Preferred Securities Guarantee
               has the same meaning throughout;

          (d)  all references to "the Preferred Securities Guarantee" or "this
               Preferred Securities Guarantee" are to this Preferred Securities
               Guarantee as modified, supplemented or amended from time to time;

          (e)  all references in this Preferred Securities Guarantee to Articles
               and Sections are to Articles and Sections of this Preferred
               Securities Guarantee, unless otherwise specified;

          (f)  a term defined in the Trust Indenture Act has the same meaning
               when used in this Preferred Securities Guarantee, unless
               otherwise defined in this Preferred Securities Guarantee or
               unless the context otherwise requires; and

          (g)  a reference to the singular includes the plural and vice versa.

     "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.

     "Business Day" means any day other than a Saturday, Sunday, a day on which
federal or state banking institutions in New York, New York are authorized or
required by law, executive order or regulation to close or a day on which the
Corporate Trust Office of the Guarantee Trustee is closed for business.

     "Corporate Trust Office" means the office of the Guarantee Trustee at which
the corporate trust business of the Guarantee Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Agreement is located at One Rodney Square, 920 King Street, Suite 102,
Wilmington, Delaware 19801, Attention: Corporate Trust Trustee Administration..

     "Covered Person" means any Holder or beneficial owner of Preferred
Securities.

     "Debentures" means the [___]% Junior Subordinated Debentures due
[_________________], the Debenture Issuer held by the Property Trustee of the
Trust.

     "Debenture Issuer" means First Merchants Corporation, issuer of the
Debentures under the Indenture.

     "Event of Default" means a default by the Guarantor on any of its payments
or other obligations under this Preferred Securities Guarantee.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Preferred Securities, to the extent not paid or
made by the Trust: (i) any accrued

                                      -2-

and unpaid Distributions that are required to be paid on such Preferred
Securities, to the extent the Trust shall have funds available therefor, (ii)
the redemption price, including all accrued and unpaid Distributions to the date
of redemption (the "Redemption Price"), to the extent the Trust has funds
available therefor, with respect to any Preferred Securities called for
redemption by the Trust, and (iii) upon a voluntary or involuntary dissolution,
winding-up or termination of the Trust (other than in connection with the
distribution of Debentures to the Holders in exchange for Preferred Securities
as provided in the Trust Agreement), the lesser of (a) the aggregate of the
Liquidation Amount and all accrued and unpaid Distributions on the Preferred
Securities to the date of payment, to the extent the Trust shall have funds
available therefor (the "Liquidation Distribution"), and (b) the amount of
assets of the Trust remaining available for distribution to Holders in
liquidation of the Trust.

     "Guarantee Trustee" means First Union Trust Company, National Association,
until a Successor Guarantee Trustee has been appointed and has accepted such
appointment pursuant to the terms of this Preferred Securities Guarantee and
thereafter means each such Successor Guarantee Trustee.

     "Guarantor" means First Merchants Corporation, an Indiana corporation.

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

     "Indemnified Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Guarantee
Trustee.

     "Indenture" means the Indenture dated as of [___________________], among
the Debenture Issuer and First Union Trust Company, National Association, as
trustee, and any indenture supplemental thereto pursuant to which the Debentures
are to be issued to the Property Trustee of the Trust, including, without
limitation, that certain First Supplemental Indenture dated as of
[_________________].

     "Liquidation Amount" means the stated value of $[__] per Preferred
Security.

     "Liquidation Distribution" has the meaning provided therefor in the
definition of Guarantee Payments.

     "Majority in Liquidation Amount of the Preferred Securities" means the
holders of more than 50% of the Liquidation Amount of all of the Preferred
Securities.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by two authorized officers of such Person, at least one of whom shall be
the principal executive officer, principal financial officer, principal
accounting officer, treasurer or any vice president of such

                                      -3-

Person. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Preferred Securities Guarantee shall
include:

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

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

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

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

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

     "Preferred Securities" means the [___]% Cumulative Trust Preferred
Securities representing undivided beneficial interests in the assets of the
Trust which rank pari passu with Common Securities issued by the Trust;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

     "Redemption Price" has the meaning provided therefor in the definition of
Guarantee Payments.

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

     "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

                                      -4-

                                   ARTICLE II

                               TRUST INDENTURE ACT

     2.1 Trust Indenture Act; Application.

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

          (b)  If and to the extent that any provision of this Preferred
               Securities Guarantee limits, qualifies or conflicts with the
               duties imposed by Section 310 to 317, inclusive, of the Trust
               Indenture Act, such imposed duties shall control.

     2.2 Lists of Holders of Securities.

          (a)  In the event the Guarantee Trustee is not also acting in the
               capacity of the Property Trustee under the Trust Agreement, the
               Guarantor shall cause to be provided to the Guarantee Trustee a
               list, in such form as the Guarantee Trustee may reasonably
               require, of the names and addresses of the Holders of the
               Preferred Securities ("List of Holders") as of the date (i)
               within one Business Day after March 15, June 15, September 15 and
               December 15, and (ii) at any other time within 30 days of receipt
               by the Guarantor of a written request for a List of Holders as of
               a date no more than 15 days before such List of Holders is given
               to the Guarantee Trustee; provided, that the Guarantor shall not
               be obligated to provide such List of Holders at any time the List
               of Holders does not differ from the most recent List of Holders
               caused to have been given to the Guarantee Trustee by the
               Guarantor. The Guarantee Trustee may destroy any List of Holders
               previously given to it on receipt of a new List of Holders.

          (b)  The Guarantee Trustee shall comply with its obligations under
               Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture
               Act.

     2.3 Reports by the Guarantee Trustee.

     On or before July 31 of each year, commencing [_________________] the
Guarantee Trustee shall provide to the Holders of the Preferred Securities such
reports as are required by Section 313 of the Trust Indenture Act, if any, in
the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Guarantee Trustee shall also comply with the requirements of Section 313(d)
of the Trust Indenture Act.

                                      -5-

     2.4 Periodic Reports to Guarantee Trustee.

     The Guarantor shall provide to the Guarantee Trustee such documents,
reports and information as required by Section 314 (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.

     2.5 Evidence of Compliance with Conditions Precedent.

     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Preferred
Securities Guarantee that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

     2.6 Events of Default; Waiver.

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

     2.7 Event of Default; Notice.

          (a)  The Guarantee Trustee shall, within 90 days after the occurrence
               of an Event of Default, transmit by mail, first class postage
               prepaid, to the Holders of the Preferred Securities, notices of
               all Events of Default actually known to a Responsible Officer of
               the Guarantee Trustee, unless such defaults have been cured
               before the giving of such notice; provided, that, except in the
               case of a default by Guarantor on any of its payment obligations,
               the Guarantee Trustee shall be protected in withholding such
               notice if and so long as a Responsible Officer of the Guarantee
               Trustee in good faith determines that the withholding of such
               notice is in the interests of the Holders of the Preferred
               Securities.

          (b)  The Guarantee Trustee shall not be deemed to have knowledge of
               any Event of Default unless the Guarantee Trustee shall have
               received written notice, or of which a Responsible Officer of the
               Guarantee Trustee charged with the administration of the Trust
               Agreement shall have obtained actual knowledge.

                                      -6-

     2.8 Conflicting Interests.

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

                                  ARTICLE III

                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

     3.1 Powers and Duties of the Guarantee Trustee.

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

          (b)  If an Event of Default actually known to a Responsible Officer of
               the Guarantee Trustee has occurred and is continuing, the
               Guarantee Trustee shall enforce this Preferred Securities
               Guarantee for the benefit of the Holders of the Preferred
               Securities.

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

                                      -7-

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

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

                    (A)  the duties and obligations of the Guarantee Trustee
                         shall be determined solely by the express provisions of
                         this Preferred Securities Guarantee, and the Guarantee
                         Trustee shall not be liable except for the performance
                         of such duties and obligations as are specifically set
                         forth in this Preferred Securities Guarantee, and no
                         implied covenants or obligations shall be read into
                         this Preferred Securities Guarantee against the
                         Guarantee Trustee; and

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

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

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

                                      -8-

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

     3.2 Certain Rights of Guarantee Trustee.

          (a)  Subject to the provisions of Section 3.1:

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

               (ii) Any direction or act of the Guarantor contemplated by this
                    Preferred Securities Guarantee shall be sufficiently
                    evidenced by an Officers' Certificate;

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

               (iv) the Guarantee Trustee shall have no duty to see to any
                    recording, filing or registration of any instrument (or any
                    rerecording, refiling or registration thereof);

               (v)  the Guarantee Trustee may consult with counsel, and the
                    written advice or opinion of such counsel with respect to
                    legal matters 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 accordance with
                    such advice or opinion. Such counsel

                                      -9-

                    may be counsel to the Guarantor or any of its Affiliates and
                    may include any of its employees. The Guarantee Trustee
                    shall have the right at any time to seek instructions
                    concerning the administration of this Preferred Securities
                    Guarantee from any court of competent jurisdiction;

               (vi) the Guarantee Trustee shall be under no obligation to
                    exercise any of the rights or powers vested in it by this
                    Preferred Securities Guarantee at the request or direction
                    of any Holder, unless such Holder shall have provided to the
                    Guarantee Trustee such security and indemnity, reasonably
                    satisfactory to the Guarantee Trustee, against the costs,
                    expenses (including attorneys' fees and expenses and the
                    expenses of the Guarantee Trustee's agents, nominees or
                    custodians) and liabilities that might be incurred by it in
                    complying with such request or direction, including such
                    reasonable advances as may be requested by the Guarantee
                    Trustee; provided that, nothing contained in this Section
                    3.2(a)(vi) shall be taken to relieve the Guarantee Trustee,
                    upon the occurrence of an Event of Default, of its
                    obligation to exercise the rights and powers vested in it by
                    this Preferred Securities Guarantee;

              (vii) the Guarantee Trustee shall not be bound to make any
                    investigation into the facts or matters stated in any
                    resolution, certificate, statement, instrument, opinion,
                    report, notice, request, direction, consent, order, bond,
                    debenture, note, other evidence of indebtedness or other
                    paper or document, but the Guarantee Trustee, in its
                    discretion, may make such further inquiry or investigation
                    into such facts or matters as it may see fit;

             (viii) the Guarantee Trustee may execute any of the trusts or
                    powers hereunder or perform any duties hereunder either
                    directly or by or through agents, nominees, custodians or
                    attorneys, and the Guarantee Trustee shall not be
                    responsible for any misconduct or negligence on the part of
                    any agent or attorney appointed with due care by it
                    hereunder;

               (ix) no third party shall be required to inquire as to the
                    authority of the Guarantee Trustee to so act or as to its
                    compliance with any of the terms and provisions of this
                    Preferred Securities Guarantee, both of which shall be
                    conclusively evidenced by the Guarantee Trustee's or its
                    agent's taking such action; and

               (x)  whenever in the administration of this Preferred Securities
                    Guarantee the Guarantee Trustee shall deem it desirable to
                    receive

                                      -10-

                    instructions with respect to enforcing any remedy or right
                    or taking any other action hereunder, the Guarantee Trustee
                    (i) may request instructions from the Holders of a Majority
                    in Liquidation Amount of the Preferred Securities, (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 conclusively relying on or acting in
                    accordance with such instructions.

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

     3.3 Not Responsible for Recitals or Issuance of Guarantee.

     The Recitals contained in this Guarantee shall be taken as the statements
of the Guarantor, and the Guarantee Trustee does not assume any responsibility
for their correctness. The Guarantee Trustee makes no representation as to the
validity or sufficiency of this Preferred Securities Guarantee.

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

     4.1 Guarantee Trustee; Eligibility.

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

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

               (ii) be a corporation organized and doing business under the laws
                    of the United States of America or any state or territory
                    thereof or of the District of Columbia, or a corporation or
                    Person permitted by the Securities and Exchange Commission
                    to act as an institutional trustee under the Trust Indenture
                    Act, authorized under such laws to exercise corporate trust
                    powers, having a combined capital and surplus of at least
                    $50,000,000, and subject to supervision or examination by
                    federal, state, territorial or District of Columbia
                    authority. If such corporation publishes reports of
                    condition at least annually, pursuant to law or to the
                    requirements of the

                                      -11-

                    supervising or examining authority referred to above, then,
                    for the purposes of this Section 4.1(a)(ii), the combined
                    capital and surplus of such corporation shall be deemed to
                    be its combined capital and surplus as set forth in its most
                    recent report of condition so published.

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

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

     4.2 Appointment, Removal and Resignation of Guarantee Trustee.

          (a)  Subject to Section 4.2(b), the Guarantee Trustee may be appointed
               or removed without cause at any time by the Guarantor.

          (b)  The Guarantee Trustee shall not be removed in accordance with
               Section 4.2(a) until a Successor Guarantee Trustee has been
               appointed and has accepted such appointment by written instrument
               executed by such Successor Guarantee Trustee and delivered to the
               Guarantor.

          (c)  The Guarantee Trustee appointed to office shall hold office until
               a Successor Guarantee Trustee shall have been appointed or until
               its removal or resignation. The Guarantee Trustee may resign from
               office (without need for prior or subsequent accounting) by an
               instrument in writing executed by the Guarantee Trustee and
               delivered to the Guarantor, which resignation shall not take
               effect until a Successor Guarantee Trustee has been appointed and
               has accepted such appointment by instrument in writing executed
               by such Successor Guarantee Trustee and delivered to the
               Guarantor and the resigning Guarantee Trustee.

          (d)  If no Successor Guarantee Trustee shall have been appointed and
               accepted appointment as provided in this Section 4.2 within 60
               days after delivery to the Guarantor of an instrument of
               resignation, the resigning Guarantee Trustee may petition any
               court of competent jurisdiction for appointment of a Successor
               Guarantee Trustee. Such court may thereupon, after prescribing
               such notice, if any, as it may deem proper, appoint a Successor
               Guarantee Trustee.

          (e)  No Guarantee Trustee shall be liable for the acts or omissions to
               act of any Successor Guarantee Trustee.

                                      -12-

          (f)  Upon termination of this Preferred Securities Guarantee or
               removal or resignation of the Guarantee Trustee pursuant to this
               Section 4.2, the Guarantor shall pay to the Guarantee Trustee all
               fees and expenses accrued to the date of such termination,
               removal or resignation.

                                   ARTICLE V

                                    GUARANTEE

     5.1 Guarantee.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by the Trust), as and when due, regardless of any defense, right of set-off or
counterclaim that the Trust may have or assert. The Guarantor's obligation to
make a Guarantee Payment may be satisfied by direct payment of the required
amounts by the Guarantor to the Holders or by causing the Trust to pay such
amounts to the Holders.

     5.2 Waiver of Notice and Demand.

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

     5.3 Obligations not Affected.

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

          (a)  the release or waiver, by operation of law or otherwise, of the
               performance or observance by the Trust of any express or implied
               agreement, covenant, term or condition relating to the Preferred
               Securities to be performed or observed by the Trust;

          (b)  the extension of time for the payment by the Trust of all or any
               portion of the Distributions, Redemption Price, Liquidation
               Distribution or any other sums payable under the terms of the
               Preferred Securities or the extension of time for the performance
               of any other obligation under, arising out of, or in connection
               with, the Preferred Securities (other than an extension of time
               for payment of Distributions, Redemption Price, Liquidation
               Distribution or other sum payable that results from the extension
               of any

                                      -13-

               interest payment period on the Debentures or any extension of the
               maturity date of the Debentures permitted by the Indenture);

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

          (d)  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;

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

          (f)  any failure or omission to receive any regulatory approval or
               consent required in connection with the Preferred Securities (or
               the common equity securities issued by the Trust), including the
               failure to receive any approval of the Board of Governors of the
               Federal Reserve System required for the redemption of the
               Preferred Securities;

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

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

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

     5.4 Rights of Holders.

          (a)  Subject to Section 5.4(b), the Holders of a Majority in
               liquidation amount of the Preferred Securities have the right to
               direct the time, method and place of conducting of any proceeding
               for any remedy available to the Guarantee Trustee in respect of
               this Preferred Securities Guarantee or exercising any trust or
               power conferred upon the Guarantee Trustee under this Preferred
               Securities Guarantee.

          (b)  Any Holder of Preferred Securities may institute and prosecute a
               legal proceeding directly against the Guarantor to enforce its
               rights under this

                                      -14-

               Preferred Securities Guarantee, without first instituting a legal
               proceeding against the Trust, the Guarantee Trustee or any other
               Person.

     5.5 Guarantee of Payment.

     This Preferred Securities Guarantee creates a guarantee of payment and not
of collection.

     5.6 Subrogation.

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

     5.7 Independent Obligations.

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

                                   ARTICLE VI

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

     6.1 Limitation of Transactions.

     So long as any Preferred Securities remain outstanding, if there shall have
occurred an Event of Default under this Preferred Securities Guarantee, an event
of default under the Trust Agreement or during an Extended Interest Payment
Period (as defined in the Indenture), then the Guarantor shall not (i) declare
or pay any dividend on, make any distributions with respect to, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of its
capital stock (other than as a result of a reclassification of its capital stock
for another class of its capital stock), (ii) make any payment of interest or
principal on or repay, repurchase or redeem any debt securities issued by the
Guarantor which rank pari passu with or junior to the Debentures (iii) make any
guarantee payments with respect to any of the foregoing (other than (a)
dividends or distributions in shares of, or options, warrants, rights to
subscribe for or purchase shares of, common stock of the Guarantor, (b) any
declaration of a non-cash dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock under any such plan in the
future, or the redemption or

                                      -15-

repurchase of any such rights pursuant thereto, (c) payments under this
Preferred Securities Guarantee, (d) the purchase of fractional shares resulting
from a reclassification of the Guarantor's capital stock, (e) the purchase of
fractional interests in shares of the Guarantor's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged and (f) purchases of common stock related to the issuance
of common stock or rights under any of the Guarantor's benefit plans for its
directors, officers or employees or any of the Guarantor's dividend reinvestment
plans).

     6.2 Ranking.

     This Preferred Securities Guarantee will constitute an unsecured obligation
of the Guarantor and will rank subordinate and junior in right of payment to all
Senior Debt, Subordinated Debt and Additional Senior Obligations, of the
Guarantor (as defined in the Indenture), to the extent and in the manner set
forth in the Indenture, and the applicable provisions of the Indenture will
apply, in all relevant respects, to the obligations of the Guarantor hereunder.

                                  ARTICLE VII

                                   TERMINATION

     7.1 Termination.

     This Preferred Securities Guarantee shall terminate upon (i) full payment
of the Redemption Price of all Preferred Securities, (ii) upon full payment of
the amounts payable in accordance with the Trust Agreement upon liquidation of
the Trust, or (iii) upon distribution of the Debentures to the Holders of the
Preferred Securities. Notwithstanding the foregoing, this Preferred Securities
Guarantee shall continue to be effective or shall be reinstated, as the case may
be, if at any time any Holder of Preferred Securities must restore payment of
any sums paid under the Preferred Securities or under this Preferred Securities
Guarantee.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     8.1 Exculpation.

          (a)  No Indemnified Person shall be liable, responsible or accountable
               in damages or otherwise to the Guarantor or any Covered Person
               for any loss, damage or claim incurred by reason of any act or
               omission performed or omitted by such Indemnified Person in good
               faith in accordance with this Preferred Securities Guarantee and
               in a manner that such Indemnified Person reasonably believed to
               be within the scope of the authority conferred on such
               Indemnified Person by this Preferred Securities

                                      -16-

               Guarantee or by law, except that an Indemnified Person shall be
               liable for any such loss, damage or claim incurred by reason of
               such Indemnified Person's negligence, bad faith or willful
               misconduct with respect to such acts or omissions.

          (b)  An Indemnified Person shall be fully protected in relying in good
               faith upon the records of the Guarantor and upon such
               information, opinions, reports or statements presented to the
               Guarantor by any Person as to matters the Indemnified Person
               reasonably believes are within such other Person's professional
               or expert competence and who has been selected with reasonable
               care by or on behalf of the Guarantor, including information,
               opinions, reports or statements as to the value and amount of the
               assets, liabilities, profits, losses, or any other facts
               pertinent to the existence and amount of assets from which
               Distributions to Holders of Preferred Securities might properly
               be paid.

     8.2 Indemnification.

     The Guarantor agrees to indemnify each Indemnified Person for, and to hold
each Indemnified Person harmless against, any loss, liability or expense
incurred without negligence, bad faith or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 8.2 shall survive the termination of this
Preferred Securities Guarantee.

                                   ARTICLE IX

                                  MISCELLANEOUS

     9.1 Successors and Assigns.

     All guarantees and agreements contained in this Preferred Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Preferred Securities then outstanding.

     9.2 Amendments.

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

                                      -17-

     9.3 Notices.

     All notices provided for in this Preferred Securities Guarantee shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by registered or certified mail, as follows:

          (a)  If given to the Guarantee Trustee, at the Guarantee Trustee's
               mailing address set forth below (or such other address as the
               Guarantee Trustee may give notice of to the Holders of the
               Preferred Securities):

               First Union Trust Company, National Association
               One Rodney Square
               920 King Street, Suite 102
               Wilmington, DE 19801
               Fax:     (302) 888-7544
               Attention:  Corporate Trust Trustee Administration

          (b)  If given to the Guarantor, at the Guarantor's mailing address set
               forth below (or such other address as the Guarantor may give
               notice of to the Holders of the Preferred Securities):

               First Merchants Corporation
               200 East Jackson Street
               Post Office Box 792
               Muncie, Indiana 47308
               Fax:  (765) 741-7283
               Attention:    Larry R. Helms, Esq.,
                             Senior Vice President & General Counsel

          (c)  If given to any Holder of Preferred Securities, at the address
               set forth on the books and records of the Trust.

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

     9.4 Benefit.

     This Preferred Securities Guarantee is solely for the benefit of the
Holders of the Preferred Securities and, subject to Section 3.1(a), is not
separately transferable from the Preferred Securities.

                                      -18-

     9.5 Governing Law.

     THIS PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF INDIANA.

                           [Signatures on next page.]

                                      -19-

     IN WITNESS WHEREOF, this Preferred Securities Guarantee is executed as of
the day and year first above written.

FIRST MERCHANTS CORPORATION,
as Guarantor

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

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
as Guarantee Trustee

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

                                      -20-

                                                                     EXHIBIT 4.8

                    FIRST MERCHANTS CAPITAL TRUST [I/II/III]
                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                                      among

                          First Merchants Corporation,
                                  as Depositor,

                First Union Trust Company, National Association,
                    as Property Trustee and Delaware Trustee,

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                         Dated as of [________________]

                                TABLE OF CONTENTS

                                                                                                              PAGE
                                                                                                              ----
                                                                                                             
ARTICLE I DEFINED TERMS..........................................................................................1
         1.1      Definitions....................................................................................1
ARTICLE II ESTABLISHMENT OF THE TRUST...........................................................................10
         2.1      Name..........................................................................................10
         2.2      Office of the Delaware Trustee; Principal Place of Business...................................10
         2.3      Initial Contribution of Trust Property; Organizational Expenses...............................10
         2.4      Issuance of the Preferred Securities..........................................................10
         2.5      Issuance of the Common Securities; Subscription and Purchase of Debentures....................11
         2.6      Declaration of Trust..........................................................................11
         2.7      Authorization to Enter into Certain Transactions..............................................12
         2.8      Assets of Trust...............................................................................16
         2.9      Title to Trust Property.......................................................................16
ARTICLE III PAYMENT ACCOUNT.....................................................................................16
         3.1      Payment Account...............................................................................16
ARTICLE IV DISTRIBUTIONS; REDEMPTION............................................................................17
         4.1      Distributions.................................................................................17
         4.2      Redemption....................................................................................18
         4.3      Subordination of Common Securities............................................................20
         4.4      Payment Procedures............................................................................21
         4.5      Tax Returns and Reports.......................................................................21
         4.6      Payment of Taxes, Duties, etc. of the Trust...................................................21
         4.7      Payments Under Indenture......................................................................22
ARTICLE V TRUST SECURITIES CERTIFICATES.........................................................................22
         5.1      Initial Ownership.............................................................................22
         5.2      The Trust Securities Certificates.............................................................22
         5.3      Execution, Authentication and Delivery of Trust Securities Certificates.......................22
         5.4      Registration of Transfer and Exchange of Preferred Securities Certificates....................24
         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........................................26
         5.8      Maintenance of Office or Agency...............................................................27
         5.9      Appointment of Paying Agent...................................................................27
         5.10     Ownership of Common Securities by Depositor...................................................28
         5.11     Trust Securities Certificates.................................................................28
         5.12     Notices to Clearing Agency....................................................................28
         5.13     Rights of Securityholders.....................................................................28
ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING............................................................29
         6.1      Limitations on Voting Rights..................................................................29
         6.2      Notice of Meetings............................................................................30
         6.3      Meetings of Preferred Securityholders.........................................................31
         6.4      Voting Rights.................................................................................31

                                        i

                                                                                                             
         6.5      Proxies, etc..................................................................................31
         6.6      Securityholder Action by Written Consent......................................................32
         6.7      Record Date for Voting and Other Purposes.....................................................32
         6.8      Acts of Securityholders.......................................................................32
         6.9      Inspection of Records.........................................................................33
ARTICLE VII REPRESENTATIONS AND WARRANTIES......................................................................33
         7.1      Representations and Warranties of the Bank....................................................33
         7.2      [RESERVED]....................................................................................35
         7.3      Representations and Warranties of Depositor...................................................35
ARTICLE VIII TRUSTEES...........................................................................................35
         8.1      Certain Duties and Responsibilities...........................................................35
         8.2      Certain Notices...............................................................................37
         8.3      Certain Rights of Property Trustee............................................................37
         8.4      Not Responsible for Recitals or Issuance of Securities........................................40
         8.5      May Hold Securities...........................................................................40
         8.6      Compensation; Indemnity; Fees.................................................................40
         8.7      Corporate Property Trustee Required; Eligibility of Trustees..................................41
         8.8      Conflicting Interests.........................................................................41
         8.9      Co-Trustees and Separate Trustee..............................................................41
         8.10     Resignation and Removal; Appointment of Successor.............................................43
         8.11     Acceptance of Appointment by Successor........................................................45
         8.12     Merger, Conversion, Consolidation or Succession to Business...................................46
         8.13     Preferential Collection of Claims Against Depositor or Trust..................................46
         8.14     Reports by Property Trustee...................................................................46
         8.15     Reports to the Property Trustee...............................................................46
         8.16     Evidence of Compliance with Conditions Precedent..............................................46
         8.17     Number of Trustees............................................................................47
         8.18     Delegation of Power...........................................................................47
         8.19     Voting........................................................................................47
ARTICLE IX TERMINATION, LIQUIDATION AND MERGER..................................................................48
         9.1      Termination Upon Expiration Date..............................................................48
         9.2      Early Termination.............................................................................48
         9.3      Termination...................................................................................48
         9.4      Liquidation...................................................................................48
         9.5      Mergers, Consolidations, Amalgamations or Replacements of the Trust...........................50
ARTICLE X MISCELLANEOUS PROVISIONS..............................................................................51
         10.1     Limitation of Rights of Securityholders.......................................................51
         10.2     Amendment.....................................................................................52
         10.3     Severability..................................................................................53
         10.4     Governing Law.................................................................................53
         10.5     Payments Due on Non-Business Day..............................................................53
         10.6     Successors....................................................................................54
         10.7     Headings......................................................................................54
         10.8     Reports, Notices and Demands..................................................................54
         10.9     Agreement Not to Petition.....................................................................55
         10.10    Trust Indenture Act; Conflict with Trust Indenture Act........................................55

                                       ii

                                                                                                             
         10.11    Acceptance of Terms of Trust Agreement, Guarantee and Indenture...............................55
         10.12    Counterparts..................................................................................56
         10.13    Exchange Act Obligations......................................................................56

EXHIBITS
         Exhibit A   Certificate of Trust
         Exhibit B   Form of Common Securities Certificate
         Exhibit C   Form of Expense Agreement
         Exhibit D   Form of Preferred Securities Certificate
         Exhibit E   Form of Preferred Securities Certificate Authentication
         Exhibit F   Certificate Depositary Agreement

                                       iii

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

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

                                       iv

                      AMENDED AND RESTATED TRUST AGREEMENT

     THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of [____________],
among (i) FIRST MERCHANTS CORPORATION, an Indiana corporation (including any
successors or assigns, the "Depositor"), (ii) FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION, as property trustee and Delaware trustee (sometimes
referred to herein as the "Property Trustee," and/or the "Delaware Trustee" and
sometimes referred to in its separate corporate capacity and not in its capacity
as Property Trustee or Delaware Trustee as the "Bank" and/or the "Delaware
Bank") and (iii) MICHAEL L. COX, an individual, LARRY R. HELMS, ESQ., an
individual, and MARK K. HARDWICK, an individual, each of whose address is c/o
Company (each an "Administrative Trustee" and collectively the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the "Trustees"), and (v) the several
Holders (as hereinafter defined).

                                    RECITALS

     WHEREAS, the Depositor, the Delaware Trustee, and Michael L. Cox, Larry R.
Helms, Esq. and Mark K. Hardwick, each as an Administrative Trustee, have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by entering into that certain Trust Agreement dated
as of December 12, 2001 (the "Original Trust Agreement"), and by the execution
and filing by the Delaware Trustee and the Administrative Trustees with the
Secretary of State of the State of Delaware of the Certificate of Trust, filed
on December 12, 2001, the form of which is attached as Exhibit A; and

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

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

                                   ARTICLE I

                                  DEFINED TERMS

     1.1 Definitions.

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

                                      -1-

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

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

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

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

     "Act" has the meaning specified in Section 6.8.

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

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

     "Administrative Trustee" means each of Michael L. Cox, Larry R. Helms, Esq.
and Mark K. Hardwick, solely in his or her capacity as Administrative Trustee of
the Trust formed and continued hereunder and not in his or her individual
capacity, or such Administrative Trustee's successor in interest in such
capacity, or any successor trustee appointed as herein provided.

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

     "Authenticating Agent" means an authenticating agent with respect to the
Preferred Securities appointed by the Property Trustee pursuant to Section 5.3.

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

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

          (a)  the entry of a decree or order by a court having jurisdiction in
               the premises adjudging such Person a bankrupt or insolvent, or
               approving as properly filed a petition seeking liquidation or
               reorganization of or in respect of such

                                      -2-

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

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

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

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

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

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

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

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

                                      -3-

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

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

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

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

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

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

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

     "Corporate Trust Office" means the office at which, at any particular time,
the corporate trust business of the Property Trustee or the Debenture Trustee,
as the case may be, shall be principally administered, which office at the date
hereof, in each such case, is located at One Rodney Square, 920 King Street,
Suite 102, Wilmington, Delaware 19801, Attention: Corporate Trust Trustee
Administration.

     "Debenture Event of Default" means an "Event of Default" as defined in
Section 5.1 of the Indenture.

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

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

     "Debenture Trustee" means First Union Trust Company, National Association
and any successor thereto, as trustee under the Indenture.

     "Debentures" means up to $[________] principal amount of the Depositor's
[__]% Junior Subordinated Debentures due [____] issued pursuant to the
Indenture.

     "Definitive Preferred Securities Certificates" means Preferred Securities
Certificates issued in certified, fully registered form as provided in Section
5.4.

                                      -4-

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

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

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

     "Depositary" means DTC or any successor thereto.

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

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

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

     "DTC" means The Depository Trust Company.

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

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

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

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

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

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

                                      -5-

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

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

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

     "Extended Interest Payment Period" has the meaning specified in Section 4.1
of the First Supplemental Indenture.

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

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

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

     "Indenture" means the Indenture, dated as of [________________], between
the Depositor and the Debenture Trustee, as trustee, as amended by that certain
First Supplemental Indenture (the "First Supplemental Indenture"), dated as of
[_______________] as hereafter may be amended or supplemented from time to time,
pursuant to which the Debentures are issued.

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

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

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

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having an aggregate Liquidation Amount equal to the aggregate
principal amount of Debentures to

                                      -6-

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

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

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

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

     "Officers' Certificate" means a certificate signed by the President or an
Executive Vice President and by the Chief Financial Officer or the Treasurer or
the Secretary, of the Depositor, and delivered to the appropriate Trustee. One
of the officers signing an Officers' Certificate given pursuant to Section 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 for in this Trust Agreement shall include:

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

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

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

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

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

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

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

                                      -7-

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

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

          (c)  Preferred Securities which have been paid or in exchange for or
               in lieu of which other Preferred Securities have been executed
               and delivered pursuant to Sections 5.4, 5.5 and 5.11; 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 waiver, only
               Preferred Securities that such Trustee knows to be so owned shall
               be so disregarded; and (b) the foregoing shall not apply at any
               time when all of the outstanding Preferred Securities are owned
               by the Depositor, one or more of the Trustees and/or any such
               Affiliate. Preferred Securities so owned which have been pledged
               in good faith may be regarded as Outstanding if the pledgee
               establishes to the satisfaction of the Administrative Trustees
               the pledgee's right so to act with respect to such Preferred
               Securities and the pledgee is not the Depositor or any other
               Obligor upon the Preferred Securities or a Person directly or
               indirectly controlling or controlled by or under direct or
               indirect common control with the Depositor or any Affiliate of
               the Depositor.

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

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

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

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

                                      -8-

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

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

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

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

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

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

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

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

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

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

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

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

                                      -9-

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

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

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

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

     2.1 Name.

     The Trust continued hereby shall be known as "First Merchants Capital Trust
[I/II/III]," 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 Delaware Trustee; Principal Place of Business.

     The address of the Delaware Trustee in the State of Delaware is One Rodney
Square, 920 King Street, Suite 102, Wilmington, Delaware 19801, Attention:
Corporate Trust Trustee 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 First Merchants Corporation, 200 East Jackson Street, Post Office Box
792, Muncie, Indiana 47308, Attention: Larry R. Helms, Esq., Senior Vice
President & General Counsel.

     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 $[____], 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 and an Administrative Trustee, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2 and deliver in accordance with the
Underwriting Agreement, Preferred Securities Certificates, registered in the
name of Persons entitled thereto in an aggregate amount of [_______] Preferred
Securities having an aggregate Liquidation Amount of $[________] against receipt
of the aggregate purchase price of

                                      -10-

such Preferred Securities of $[________], which amount such Administrative
Trustee shall promptly deliver to the Property Trustee. If the underwriters
exercise their over-allotment option and there is an Option Closing Date (as
such term is defined in the Underwriting Agreement), 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, Preferred Securities
Certificates, registered in the name of the Persons entitled thereto in an
aggregate amount of up to [_____] Preferred Securities having an aggregate
Liquidation Amount of up to $[_______] against receipt of the aggregate purchase
price of such Preferred Securities of up to $[_______], 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 to the
               Depositor, Common Securities Certificates, registered in the name
               of the Depositor, in an aggregate amount of Common Securities
               having an aggregate Liquidation Amount of $[_______] against
               payment by the Depositor of such amount. Contemporaneously
               therewith, an Administrative Trustee, on behalf of the Trust,
               shall subscribe to and purchase from the Depositor Debentures,
               registered in the name of the Property Trustee on behalf of the
               Trust and having an aggregate principal amount equal to
               $[________], and, in satisfaction of the purchase price for such
               Debentures, the Property Trustee, on behalf of the Trust, shall
               deliver to the Depositor the sum of $[________].

          (b)  If the underwriters exercise their over-allotment 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 additional
               aggregate amount of Common Securities having an aggregate
               Liquidation Amount of up to $[_____] against payment by the
               Depositor of such amount. Contemporaneously therewith, an
               Administrative Trustee, on behalf of the Trust, shall subscribe
               to and purchase from the Depositor, additional Debentures,
               registered in the name of the Trust and having an aggregate
               principal amount of up to $[_______], and, in satisfaction of the
               purchase price of such Debentures, the Property Trustee, on
               behalf of the Trust, shall deliver to the Depositor up to
               $[_______], such aggregate amount to be equal to the sum of the
               amounts received from the Depositor pursuant to Section 2.5(b)
               and from one of the Administrative Trustees pursuant 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

                                      -11-

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

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

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

                    (A)  the issuance and sale of the Trust Securities and the
                         compliance with the Underwriting Agreement in
                         connection therewith;

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

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

                    (D)  assisting in the listing of the Preferred Securities
                         upon The Nasdaq National Market or such securities
                         exchange or exchanges as shall be determined by the
                         Depositor, the

                                      -12-

                         registration of the Preferred Securities under the
                         Exchange Act, the compliance with the listing
                         requirements of The Nasdaq National Market or the
                         applicable securities exchanges and the preparation and
                         filing of all periodic and other reports and other
                         documents pursuant to the foregoing;

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

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

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

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

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

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

                    (A)  the establishment of the Payment Account;

                    (B)  the receipt of the Debentures;

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

                                      -13-

                    (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);

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

          (b)  So long as this Trust Agreement remains in effect, the Trust (or
               the Trustees acting on behalf of the Trust) shall not undertake
               any business, activities or transaction except as expressly
               provided herein or contemplated hereby. In particular, the
               Trustees shall not (i) acquire any investments or engage in any
               activities not authorized by this Trust Agreement; (ii) sell,
               assign, transfer, exchange, mortgage, pledge, set-off or
               otherwise dispose of any of the Trust Property or interests
               therein, including to Securityholders, or acquire any assets, in
               each case, 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

                                      -14-

               Persons at any time claiming any Lien on any of the Trust
               Property adverse to the interest of the Trust or the
               Securityholders in their capacity as Securityholders.

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

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

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

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

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

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

          (d)  Notwithstanding anything herein to the contrary, the Trustees are
               authorized and directed to conduct the affairs of the Trust and
               to operate the Trust so that the Trust shall not be deemed to be
               an "investment company" required to be registered under the
               Investment Company Act, shall be classified as a "grantor trust"
               and not as an association taxable as

                                      -15-

               a corporation for United States federal income tax purposes and
               so that the Debentures shall be treated as indebtedness of the
               Depositor for United States federal income tax purposes. In this
               connection, subject to Section 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 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.

                                  ARTICLE III

                                 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.

                                      -16-

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

     4.1 Distributions.

          (a)  Distributions on the Trust Securities shall be cumulative, and
               shall accumulate whether or not there are funds of the Trust
               available for the payment of Distributions. Distributions shall
               accumulate from [________________], and, except during any
               Extended Interest Payment Period with respect to the Debentures,
               shall be payable quarterly in arrears on the last calendar day of
               March, June, September and December of each year, commencing on
               [_______________]. If any date on which a Distribution is
               otherwise payable on the Trust Securities is not a Business Day,
               then the payment of such Distribution shall be made on the next
               succeeding day that is a Business Day (and without any interest
               or other payment in respect of any such delay) except that, if
               such Business Day is in the next succeeding calendar year, such
               payment shall be made on the immediately preceding Business Day
               (and without any reduction of interest or any other payment in
               respect of any such acceleration), in each case with the same
               force and effect as if made on such date (each date on which
               distributions are payable in accordance with this Section 4.1(a),
               a "Distribution Date").

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

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

          (d)  Distributions on the Trust Securities with respect to a
               Distribution Date shall be payable to the Holders thereof as they
               appear on the Securities Register for the Trust Securities on the
               relevant record date, which shall be the 15th day of March, June,
               September or December for Distributions

                                      -17-

               payable on the last calendar day of the respective month;
               provided, however, that for any Trust Securities held in global
               form, Distributions shall be payable to the Holder thereof as of
               one Business Day immediately preceding the Distribution Date.

     4.2 Redemption.

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

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

               (i)  the Redemption Date;

               (ii) the Redemption Price;

              (iii) the CUSIP number;

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

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

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

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

          (d)  If the Property Trustee gives a notice of redemption in respect
               of any Preferred Securities, then, by 12:00 noon, New York City
               time, on the Redemption Date, the Property Trustee, subject to
               Section 4.2(c), shall,

                                      -18-

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

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

          (f)  Subject to Section 4.3(a), if less than all the Outstanding Trust
               Securities are to be redeemed on a Redemption Date, then the
               aggregate Liquidation Amount of Trust Securities to be redeemed
               shall be allocated on a pro rata basis (based on Liquidation
               Amounts) among the Common Securities and

                                      -19-

               the Preferred Securities. The particular Preferred Securities to
               be redeemed shall be selected not more than 60 days prior to the
               Redemption Date by the Property Trustee from the Outstanding
               Preferred Securities not previously called for redemption, by
               such method (including, without limitation, by lot) as the
               Property Trustee shall deem fair and appropriate and which may
               provide for the selection for redemption of portions (equal to
               such Liquidation Amount or an integral multiple of such
               Liquidation Amount in excess thereof) of the Liquidation Amount
               of Preferred Securities of a denomination larger than such
               Liquidation Amount; provided, however, in the event the
               redemption relates only to Preferred Securities purchased and
               held by the Depositor being redeemed in exchange for a Like
               Amount of Debentures, the Property Trustee shall select those
               particular Preferred Securities for redemption. The Property
               Trustee shall promptly notify the Securities Registrar 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 Liquidation Amount of the Trust
               Securities; provided, however, that if on any Distribution Date
               or Redemption Date any Event of Default resulting from a
               Debenture Event of Default shall have occurred and be continuing,
               no payment of any Distribution (including Additional Amounts, if
               applicable) on, or Redemption Price of, any Common Security, and
               no other payment on account of the redemption, liquidation or
               other acquisition of Common Securities, shall be made unless
               payment in full in cash of all accumulated and unpaid
               Distributions (including Additional Amounts, if applicable) on
               all Outstanding Preferred Securities for all Distribution periods
               terminating on or prior thereto, or in the case of payment of the
               Redemption Price the full amount of such Redemption Price on all
               Outstanding Preferred Securities then called for redemption,
               shall have been made or provided for, and all funds immediately
               available to the Property Trustee shall first be applied to the
               payment in full in cash of all Distributions (including
               Additional Amounts, if applicable) on, or the Redemption Price
               of, Preferred Securities then due and payable.

                                      -20-

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

     4.4 Payment Procedures.

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

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

     4.6 Payment of Taxes, Duties, etc. of the Trust.

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

                                      -21-

     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 5.13(b) or (c) hereof.

                                   ARTICLE V

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

     5.3 Execution, Authentication and Delivery of Trust Securities
Certificates.

          (a)  On the Closing Date and on any Option Closing Date, 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 at
               least one of the Administrative Trustees and delivered to or upon
               the written order of the Depositor, signed by its Chief Executive
               Officer, President, any Vice President or its Treasurer without
               further corporate action by the Depositor, in authorized
               denominations.

          (b)  A Preferred Securities Certificate shall not be valid until
               authenticated by the manual signature of an authorized signatory
               of the Property Trustee in substantially the form of Exhibit E
               attached hereto. The signature shall be conclusive evidence that
               the Preferred Securities Certificate has been

                                      -22-

               authenticated under this Trust Agreement. Each Preferred Security
               Certificate shall be dated the date of its authentication.

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

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

     5.3A. Global Preferred Security.

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

          (b)  Notwithstanding any other provision in this Trust Agreement, no
               Global Preferred Security may be exchanged for Preferred
               Securities registered in the names of persons other than the
               Depositary or its nominee unless (i) the Depositary notifies the
               Debenture Trustee that it is unwilling or unable to continue as a
               depositary for such Global Preferred Securities and the Depositor
               is unable to locate a qualified successor depositary, (ii) the
               Depositor executes and delivers to the Debenture Trustee a
               written order stating that it elects to terminate the book-entry
               system through the Depositary or (iii) there shall have occurred
               and be continuing a Debenture Event of Default.

          (c)  If a Preferred Security is to be exchanged in whole or in part
               for a beneficial interest in a Global Preferred Security, then
               either (i) such Global Preferred Security shall be so surrendered
               for exchange or cancellation as provided in this Article V or
               (ii) the Liquidation Amount thereof shall be reduced or increased
               by an amount equal to the portion thereof to be so exchanged or
               cancelled, or equal to the Liquidation Amount of such other
               Preferred Securities to be so exchanged for a beneficial interest
               therein, as the case may be, by means of an appropriate
               adjustment made on the records of the Securities Registrar,
               whereupon the Property Trustee, in accordance with the rules and
               procedures of the Depositary for such Global Preferred Security
               (the "Applicable Procedures"), shall instruct the Clearing Agency
               or its authorized representative to make a corresponding
               adjustment to its records. Upon any such surrender or adjustment
               of a Global Preferred Security by the Clearing Agency,
               accompanied by registration instructions, the Administrative
               Trustees shall execute and the Property Trustee shall, subject

                                      -23-

               to Section 5.4(b) and as otherwise provided in this Article V,
               authenticate and deliver any Preferred Securities issuable in
               exchange for such Global Preferred Security (or any portion
               thereof) in accordance with the instructions of the Clearing
               Agency. The Property Trustee shall not be liable for any delay in
               delivery of such instructions and may conclusively rely on, and
               shall be fully protected in relying on, such instructions.

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

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

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

     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, subject to the provisions of Section 5.3A,
               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

                                      -24-

               Securities Certificates as herein provided. The Property Trustee
               shall be the initial Securities Registrar.

          (b)  Subject to the provisions of Section 5.3A, upon surrender for
               registration of transfer of any Preferred Securities Certificate
               at the office or agency maintained pursuant to Section 5.8, the
               Administrative Trustees or any one of them shall execute and
               deliver, in the name of the designated transferee or transferees,
               one or more new Preferred Securities Certificates in authorized
               denominations of a like aggregate Liquidation Amount dated the
               date of execution by such Administrative Trustee or Trustees. The
               Securities Registrar shall not be required to register the
               transfer of any Preferred Securities that have been called for
               redemption. At the option of a Holder, Preferred Securities
               Certificates may be exchanged for other Preferred Securities
               Certificates in authorized denominations of the same class and of
               a like aggregate Liquidation Amount upon surrender of the
               Preferred Securities Certificates to be exchanged at the office
               or agency maintained pursuant to Section 5.8.

          (c)  Every Preferred Securities Certificate presented or surrendered
               for registration of transfer or exchange, subject to the
               provisions of Section 5.3A, shall be accompanied by a written
               instrument of transfer in form satisfactory to the Property
               Trustee and the Securities Registrar duly executed by the Holder
               or his attorney duly authorized in writing. Each Preferred
               Securities Certificate surrendered for registration of transfer
               or exchange shall be canceled and subsequently disposed of by the
               Property Trustee in accordance with its customary practice. The
               Trust shall not be required to (i) issue, register the transfer
               of, or exchange any Preferred Securities during a period
               beginning at the opening of business 15 calendar days before the
               date of mailing of a notice of redemption of any Preferred
               Securities called for redemption and ending at the close of
               business on the day of such mailing; or (ii) register the
               transfer of or exchange any Preferred Securities so selected for
               redemption, in whole or in part, except the unredeemed portion of
               any such Preferred Securities being redeemed in part.

          (d)  No service charge shall be made for any registration of transfer
               or exchange of Preferred Securities Certificates, subject to the
               provisions of Section 5.3A, 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.

          (e)  Preferred Securities may only be transferred, in whole or in
               part, in accordance with the terms and conditions set forth in
               this Trust Agreement. To the fullest extent permitted by law, any
               transfer or purported transfer of any Preferred Security not made
               in accordance with this Trust Agreement shall be null and void. A
               Preferred Security that is

                                      -25-

               not a Global Preferred Security may be transferred, in whole or
               in part, to a Person who takes delivery in the form of another
               Preferred Security that is not a Global Preferred Security as
               provided in Section 5.4(a). A beneficial interest in a Global
               Preferred Security may be exchanged for a Preferred Security that
               is not a Global Preferred Security only as provided in Section
               5.3A.

     5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate; and (b) there shall be delivered to the Securities Registrar and
the Administrative Trustees such security or indemnity as may be required by
them to save each of them harmless, then in the absence of notice that such
Trust Securities Certificate shall have been acquired by a protected 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 5.5, 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 5.5 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 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) within five Business Days of March
15, June 15, September 15 and December 15 of each year, a list, in such form as
the Property Trustee may reasonably require, of the names and addresses of the
Securityholders as of the most recent record date; and (b) promptly after
receipt 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

                                      -26-

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, or cause to be maintained, in
Wilmington, Delaware, or other location designated by the Administrative
Trustees, an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Administrative Trustees initially
designate the Corporate Trust Office of the Property Trustee, One Rodney Square,
920 King Street, Suite 102, Wilmington, Delaware 19801, Attention: Corporate
Trust Trustee Administration, as the principal corporate trust office for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.

     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 must be acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Property Trustee shall
no longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor that is acceptable to the Property Trustee and the Depositor to act as
Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent shall hold all sums, if any, held by it for payment
to the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and, upon removal of a
Paying Agent, such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.1, 8.3 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 in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

                                      -27-

     5.10 Ownership of Common Securities by Depositor.

     On the Closing Date and on any Option 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 9.1 of the
Indenture) shall be void. The Administrative Trustees shall cause each Common
Securities Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT (AS
DEFINED BELOW)."

     5.11 Trust Securities Certificates.

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

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

     5.12 Notices to Clearing Agency.

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

     5.13 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

                                      -28-

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

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

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

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

     6.1 Limitations on Voting Rights.

          (a)  Except as provided in this Section 6.1, in Sections 5.13, 8.10
               and 10.2 and in the Indenture and as otherwise required by law,
               no record Holder of Preferred Securities shall have any right to
               vote or in any manner otherwise control the administration,
               operation and management of the Trust or the obligations of the
               parties hereto, nor shall anything herein set forth, or contained
               in the terms of the Trust Securities Certificates, be construed
               so as to constitute the Securityholders from time to time as
               partners or members of an association.

          (b)  So long as any Debentures are held by the Property Trustee on
               behalf of the Trust, the Trustees shall not (i) direct the time,
               method and place of conducting any proceeding for any remedy
               available to the Debenture Trustee, or executing any trust or
               power conferred on the Debenture

                                      -29-

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

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

     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

                                      -30-

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 in respect of which
               Preferred Securityholders are entitled to vote upon the written
               request of the Preferred Securityholders of 25% of the
               Outstanding Preferred Securities (based upon their aggregate
               Liquidation Amount) and the Administrative Trustees or the
               Property Trustee may, at any time in their discretion, call a
               meeting of Preferred Securityholders to vote on any matters as to
               which the Preferred Securityholders are entitled to vote.

          (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 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 $10 of Liquidation
Amount represented by their Trust Securities (with any fractional multiple
thereof rounded up or down as the case may be to the closest integral multiple)
in respect of any matter as to which such Securityholders are entitled to vote.

     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.
Only Holders shall be entitled to vote. When Trust Securities are held jointly
by several Persons, any one of them may vote at any meeting in person or by
proxy in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be executed
by or on behalf of a Securityholder shall be deemed valid unless challenged at
or prior to its exercise, and, the burden of

                                      -31-

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 and without prior notice if all Securityholders are provided
with a request for written consent and 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 or the Property Trustee may from time
to time fix a date, not more than 90 days prior to the date of any meeting of
Securityholders or the payment of Distribution or other action, as the case may
be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

     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 may be
               embodied in and evidenced by one or more instruments of
               substantially similar tenor signed by such Securityholders in
               person or by an agent duly appointed in writing; and, except as
               otherwise expressly provided herein, such action shall become
               effective when such instrument or instruments are delivered to an
               Administrative Trustee. Such instrument or instruments (and the
               action embodied therein and evidenced thereby) are herein
               sometimes referred to as the "Act" of the Securityholders signing
               such instrument or instruments. Proof of execution of any such
               instrument or of a writing appointing any such agent shall be
               sufficient for any purpose of this Trust Agreement and (subject
               to Section 8.1) conclusive in favor of the Trustees, if made in
               the manner provided in this Section 6.8.

          (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

                                      -32-

               or writing, or the authority of the Person executing the same,
               may also be proved in any other manner which any Trustee
               receiving the same deems sufficient.

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

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

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

     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 at the principal
executive office of the Trust (as indicated in Section 2.2) by Holders of the
Trust Securities during normal business hours for any purpose reasonably related
to such Holder's interest as a Holder.

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

     7.1 Representations and Warranties of the Bank.

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

          (a)  the Bank is duly organized, validly existing and in good standing
               under the federal laws of the United States of America and has
               its principal place of business in Delaware as required by
               Section 3807(a) of the Delaware Business Trust Act;

          (b)  the Bank has full corporate power, authority and legal right to
               execute, deliver and perform its obligations under this Trust
               Agreement and has

                                      -33-

               taken all necessary action to authorize the execution, delivery
               and performance by it of this Trust Agreement;

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

          (d)  the execution, delivery and performance by the Bank of this Trust
               Agreement have been duly authorized by all necessary corporate or
               other action on the part of the Bank and do not require any
               approval of stockholders of the Bank and such execution, delivery
               and performance shall not (i) violate the Bank's Articles of
               Organization 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 Bank is a party or
               by which it is bound; or (iii) violate any law, governmental rule
               or regulation of the United States or the State of Delaware, as
               the case may be, governing the banking or trust powers of the
               Bank or any order, judgment or decree applicable to the Bank;

          (e)  neither the authorization, execution or delivery by the Bank of
               this Trust Agreement nor the consummation of any of the
               transactions by the Bank 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
               under the laws of the United States or the State of Delaware;

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

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

                                      -34-

     7.2 [RESERVED]

     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, shall have been, duly and validly
               executed, issued and delivered by the Administrative Trustees
               pursuant to the terms and provisions of, and in accordance with
               the requirements of, this Trust Agreement and the Securityholders
               shall be, as of such date, entitled to the benefits of this Trust
               Agreement; and

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

                                  ARTICLE VIII

                                    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 act or
               omissions hereunder except as a result of its own gross
               negligence or willful misconduct. The Property Trustee's
               liability shall be determined under the Trust Indenture Act.
               Whether or not therein expressly so provided, every provision of
               this Trust Agreement relating to the conduct or affecting the
               liability of or affording protection to the Trustees shall be
               subject to the provisions of this Section 8.1. 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

                                      -35-

               the Administrative Trustees otherwise existing at law or in
               equity, are agreed by the Depositor and the Securityholders to
               replace such other duties and liabilities of the Delaware Trustee
               or the Administrative Trustees, as the case may be.

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

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

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

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

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

               (iv) the Property Trustee shall not be liable for any interest on
                    any money received by it except as it may otherwise agree
                    with the

                                      -36-

                    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

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

     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 8.2 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) and of
               any election by the Depositor to accelerate the Maturity Date of
               the Debentures, as defined in the Indenture, 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

                                      -37-

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

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

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

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

                                      -38-

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

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

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

                                      -39-

               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.

     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 Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

     8.6 Compensation; Indemnity; Fees.

     The Depositor agrees:

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

          (b)  except as otherwise expressly provided herein, to reimburse 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 its, his or her gross
               negligence, bad faith or willful misconduct); and

          (c)  to indemnify each of the Trustees or any predecessor Trustee for,
               and to hold the Trustees harmless against, any loss, damage,
               claims, liability, penalty or expense of any kind or nature
               whatsoever, arising out of or in connection with the acceptance
               or administration of this Trust Agreement, including the costs
               and expenses of defending itself against any claim or liability
               in connection with the exercise or performance of any of its
               powers or duties hereunder, except any such expense, disbursement
               or advance as may be attributable to such Trustee's negligence,
               bad faith or

                                      -40-

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

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

     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 8.7, 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 8.7, it shall resign immediately in
               the manner and with the effect hereinafter specified in this
               Article VIII. The Property Trustee and the Delaware Trustee may
               be the same Person.

          (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 a Debenture Event of Default shall have occurred and be
               continuing, at any time or times, for the purpose of meeting the
               legal

                                      -41-

               requirements of the Trust Indenture Act or of any jurisdiction in
               which any part of the Trust Property may at the time be located,
               the Depositor shall have power to appoint, and upon the written
               request of the Property Trustee, the Depositor shall for such
               purpose join with the Property Trustee in the execution, delivery
               and performance of all instruments and agreements necessary or
               proper to appoint, one or more Persons approved by the Property
               Trustee either to act as co-trustee, jointly with the Property
               Trustee, of all or any part of such Trust Property, or to the
               extent required by law to act as separate trustee of any such
               property, in either case with such powers as may be provided in
               the instrument of appointment, and to vest in such Person or
               Persons in the capacity aforesaid, any property, title, right or
               power deemed necessary or desirable, subject to the other
               provisions of this Section 8.9. 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 8.9 shall either be
               (i) a natural person who is at least 21 years of age and a
               resident of the United States; or (ii) a legal entity with its
               principal place of business in the United States that shall act
               through one or more persons authorized to bind such entity.

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

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

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

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

                                      -42-

                    Property Trustee shall be incompetent or unqualified to
                    perform such act, in which event such rights, powers, duties
                    and obligations shall be exercised and performed by such
                    co-trustee or separate trustee.

              (iii) The Property Trustee at any time, by an instrument in
                    writing executed by it, with the written concurrence of the
                    Depositor, may accept the resignation of or remove any
                    co-trustee or separate trustee appointed under this Section
                    8.9, 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.

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

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

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

     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
               Article VIII 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
               Trustee may resign at any time with respect to the Trust
               Securities by giving written notice thereof to the
               Securityholders. If the instrument of acceptance by the successor
               Trustee required by Section 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.

                                      -43-

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

          (d)  If any Trustee shall resign, be removed or become incapable of
               acting as Trustee, or if a vacancy shall occur in the office of
               any Trustee for any cause, at a time when no Debenture Event of
               Default shall have occurred and be continuing, the Common
               Securityholder, by Act of the Common Securityholder delivered to
               the retiring Trustee, shall promptly appoint a successor Trustee
               or Trustees with respect to the Trust Securities and the Trust,
               and the successor Trustee shall comply with the applicable
               requirements of Section 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 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

                                      -44-

               successor Relevant Trustee and the address of its Corporate Trust
               office if it is the Property Trustee.

          (f)  Notwithstanding the foregoing or any other provision of this
               Trust Agreement, in the event any Administrative Trustee or a
               Delaware Trustee who is a natural person dies or becomes, in the
               opinion of the Depositor, incompetent or incapacitated, the
               vacancy created by such death, incompetence or incapacity may be
               filled by (a) the unanimous act of remaining Administrative
               Trustees if there are at least two of them; or (b) otherwise by
               the Depositor (with the successor in each case being a Person who
               satisfies the eligibility requirement for Administrative Trustees
               set forth in Section 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 (if requested by the Depositor) and
               each successor Relevant Trustee with respect to the Trust
               Securities shall execute and deliver an instrument hereto wherein
               each successor Relevant Trustee shall accept such appointment and
               which shall contain such provisions as shall be necessary or
               desirable to transfer and confirm to, and to vest in, each
               successor Relevant Trustee all the rights, powers, trusts and
               duties of the retiring Relevant Trustee with respect to the Trust
               Securities and the Trust and upon the execution and delivery of
               such instrument the resignation or removal of the retiring
               Relevant Trustee shall become effective to the extent provided
               therein and each such successor Relevant Trustee, without any
               further act, deed or conveyance, shall become vested with all the
               rights, powers, trusts and duties of the retiring Relevant
               Trustee with respect to the Trust Securities and the Trust; but,
               on request of the Trust or any successor Relevant Trustee such
               retiring Relevant Trustee shall duly assign, transfer and deliver
               to such successor Relevant Trustee all Trust Property, all
               proceeds thereof and money held by such retiring Relevant Trustee
               hereunder with respect to the Trust Securities and the Trust.

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

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

                                      -45-

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

     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)  On or before July 31 of each year, commencing July 31, 2002, the
               Property Trustee shall transmit to the Securityholders such
               reports concerning the Property Trustee, its actions under this
               Trust Agreement and the property and funds in its possession in
               its capacity as the Property Trustee as may be required pursuant
               to the Trust Indenture Act in the manner provided pursuant
               thereto.

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

     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.

                                      -46-

     8.17 Number of Trustees.

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

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

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

     8.18 Delegation of Power.

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

                                      -47-

                                   ARTICLE IX

                       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.

     9.2 Early Termination.

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

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

          (b)  delivery of written direction to the Property Trustee by the
               Depositor at any time (which direction is wholly optional and
               within the discretion of the Depositor, subject to Depositor
               having received prior approval of the Board of Governors of the
               Federal Reserve System if so required under applicable
               guidelines, policies or regulations thereof) to dissolve the
               Trust and distribute the Debentures to Securityholders in
               exchange for the Preferred Securities in accordance with Section
               9.4;

          (c)  the redemption of all of the Preferred Securities in connection
               with the redemption of all of the Debentures (whether upon a
               Debenture Redemption Date or the maturity of the Debenture); or

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

     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

                                      -48-

               possible by distributing, after satisfaction of liabilities to
               creditors of the Trust as provided by applicable law, to each
               Securityholder a Like Amount of Debentures, subject to Section
               9.4(d). Notice of liquidation shall be given by the Property
               Trustee by first-class mail, postage prepaid, mailed not later
               than 30 nor more than 60 days prior to the Liquidation Date to
               each Holder of Trust Securities at such Holder's address
               appearing in the Securities Register. All notices of liquidation
               shall:

               (i)  state the Liquidation Date;

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

              (iii) provide such information with respect to the mechanics by
                    which Holders may exchange Trust Securities Certificates for
                    Debentures, or, if Section 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 shall no longer be
               deemed to be outstanding; (ii) certificates representing a Like
               Amount of Debentures shall be issued to Holders of Trust
               Securities Certificates upon surrender of such certificates to
               the Administrative Trustees or their agent for exchange; (iii)
               the Depositor shall use its reasonable efforts to have the
               Debentures listed on the Nasdaq National Market or on such other
               securities exchange or other organization as the Preferred
               Securities are then listed or traded; (iv) any Trust Securities
               Certificates not so surrendered for exchange shall be deemed to
               represent a Like Amount of Debentures, accruing interest at the
               rate provided for in the Debentures from the last Distribution
               Date on which a Distribution was made on such Trust Securities
               Certificates until such certificates are so surrendered (and
               until such certificates are so surrendered, no payments of
               interest or principal shall be made to Holders of Trust
               Securities Certificates with respect to such Debentures); and (v)
               all rights of Securityholders holding Trust Securities shall
               cease,

                                      -49-

               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 wound-up by the
               Property Trustee in such manner as the Property Trustee
               determines. In such event, on the date of the winding up of the
               Trust, Securityholders shall be entitled to receive out of the
               assets of the Trust available for distribution to
               Securityholders, after satisfaction of liabilities to creditors
               of the Trust as provided by applicable law, an amount equal to
               the Liquidation Amount per Trust Security plus accumulated and
               unpaid Distributions thereon to the date of payment (such amount
               being the "Liquidation Distribution"). If the Liquidation
               Distribution can be paid only in part because the Trust has
               insufficient assets available to pay in full the aggregate
               Liquidation Distribution, then, subject to the next succeeding
               sentence, the amounts payable by the Trust on the Trust
               Securities shall be paid on a pro rata basis (based upon
               Liquidation Amounts). The Holder of the Common Securities shall
               be entitled to receive Liquidation Distributions upon any such
               dissolution, winding-up or termination pro rata (determined as
               aforesaid) with Holders of Preferred Securities, except that, if
               a Debenture Event of Default has occurred and is continuing, the
               Preferred Securities shall have a priority over the Common
               Securities.

     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. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any state; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities; or (b) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise; (ii) the
Depositor expressly appoints a trustee of such successor entity possessing
substantially the same powers and duties as the Property Trustee as the holder
of the Debentures; (iii) the Successor Securities are listed or traded, or any
Successor Securities shall be listed or traded upon notification of issuance, on
any national securities exchange or other organization on which the Preferred
Securities are then listed, if any; (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Preferred
Securities (including any

                                      -50-

Successor Securities) in any material respect; (v) such successor entity has a
purpose substantially identical to that of the Trust; (vi) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect; and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity shall be required to register as an "investment company" under the
Investment Company Act; and (vii) the Depositor owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee, the Debentures, this Trust Agreement and the Expense
Agreement. For purposes of this Section 9.5, any such consolidation, merger,
sale, conveyance, transfer or other disposition as a result of which (a) the
Depositor is not the surviving Person, and (b) the same Person is not both (i)
the primary obligor in respect of the Debentures and (ii) the Guarantor under
that certain Preferred Securities Guarantee Agreement of even date herewith (the
"Guarantee") between the Depositor and First Union Trust Company, National
Association, shall be deemed to constitute a replacement of the Trust by a
successor entity; provided further that, notwithstanding the foregoing, in the
event that upon the consummation of such a consolidation, merger, sale,
conveyance, transfer or other disposition, the parent company (if any) of the
Depositor, or its successor, is a bank holding company or financial holding
company or comparably regulated financial institution, such parent company shall
guarantee the obligations of the Trust (and any successor thereto) under the
Preferred Securities (including any Successor Securities) at least to the extent
provided by the Guarantee, the Debentures, the Trust Agreement and the Expense
Agreement. Notwithstanding the foregoing, the Trust shall not, except with the
consent of holders of 100% in Liquidation Amount of the Preferred Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any
other Person or permit any other Person to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified as
other than a grantor trust for United States federal income tax purposes.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

     10.1 Limitation of Rights of Securityholders.

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

                                      -51-

     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 shall be classified for United States
               federal income tax purposes as a grantor trust at all times that
               any Trust Securities are outstanding or to ensure that the Trust
               shall not be required to register as an "investment company"
               under the Investment Company Act; or (iv) to reduce or increase
               the Liquidation Amount per Trust Security and simultaneously to
               correspondingly increase or decrease the number of Trust
               Securities issued and Outstanding solely for the purpose of
               maintaining the eligibility of the Preferred Securities for
               quotation or listing on any national securities exchange or other
               organization on which the Preferred Securities are then quoted or
               listed (including, if applicable, the Nasdaq National Market);
               provided, however, that in the case of clause (ii), such action
               shall not adversely affect in any material respect the interests
               of any Securityholder, and provided further, that in the case of
               clause (iv) the aggregate Liquidation Amount of the Trust
               Securities Outstanding upon completion of any such reduction must
               be the same as the aggregate Liquidation Amount of the Trust
               Securities Outstanding immediately prior to such reduction or
               increase; and any amendments of this Trust Agreement shall become
               effective when notice thereof is given to the Securityholders (or
               in the case of an amendment pursuant to clause (iv), as of the
               date specified in the notice).

          (b)  Except as provided in Section 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 shall
               not affect the Trust's status as a grantor trust for United
               States federal income tax purposes or the Trust's exemption from
               status of an "investment company" under the Investment Company
               Act.

          (c)  In addition to and notwithstanding any other provision in this
               Trust Agreement, without the consent of each affected
               Securityholder, this Trust Agreement may not be amended to (i)
               change the amount or timing of any

                                      -52-

               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 this paragraph (c) of this Section
               10.2 may not be amended.

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

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

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

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

     10.3 Severability.

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

     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
THEREOF).

     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

                                      -53-

day which is a Business Day, except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day (and without any reduction of interest or any other
payment in respect of any such acceleration), in each case with the same force
and effect as though made on the date fixed for such payment, and no
distribution shall accumulate thereon for the period after such date.

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

     10.8 Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a
Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to First Merchants
Corporation, 200 East Jackson Street, Post Office Box 792, Muncie, Indiana
47308, Attention: Larry R. Helms, Esq., Senior Vice President & General Counsel.
Any notice to Preferred Securityholders shall also be given to such owners as
have, within two years preceding the giving of such notice, filed their names
and addresses with the Property Trustee for that purpose. Such notice, demand or
other communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to One Rodney Square, 920 King Street,
Suite 102, Wilmington, Delaware 19801, Attention: Corporate Trust Trustee
Administration, Attention: Corporate Trust Trustee Administration; (b) with
respect to the Delaware Trustee, to One Rodney Square, 920 King Street, Suite
102, Wilmington, Delaware 19801, Attention: Corporate Trust Trustee
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 First Merchants Corporation Trust [I/II/III]." Such
notice, demand or other communication to or upon the Trust or the Property
Trustee shall be deemed to have been

                                      -54-

sufficiently given or made only upon actual receipt of the writing by the Trust
or the Property Trustee.

     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 IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code of 1978, as amended) (collectively, "Bankruptcy Laws") or
otherwise join in the commencement of any proceeding against the Trust under any
Bankruptcy Law. In the event the Depositor or any of the Trustees takes action
in violation of this Section 10.9, the Property Trustee agrees, for the benefit
of Securityholders, that at the expense of the Depositor (which expense shall be
paid prior to the filing), it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor or such
Trustee against the Trust or the commencement of such action and raise the
defense that the Depositor or such Trustee has agreed in writing not to take
such action and should be stopped and precluded therefrom. The provisions of
this Section 10.9 shall survive the termination of this Trust Agreement.

     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 BENEFICIAL OWNER, WITHOUT ANY SIGNATURE
OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND
AGREEMENT TO

                                      -55-

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.

     10.12 Counterparts.

     This Trust Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be an original, and all of which
counterparts together shall constitute one and the same agreement.

     10.13 Exchange Act Obligations.

     For so long as the Trust Securities shall remain outstanding, Depositor
shall fulfill all reporting and filing obligations under the Securities Exchange
Act of 1934, as amended, as applicable to companies having a class of securities
registered under Section 12(b) or 12(g) thereunder.

                             [Signatures to follow.]

                                      -56-

FIRST MERCHANTS CORPORATION,
as Depositor

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

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
as Property Trustee and Delaware Trustee

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

- ----------------------------------------------------------
Michael L. Cox,
as Administrative Trustee

- ----------------------------------------------------------
Larry R. Helms, Esq.,
as Administrative Trustee

- ----------------------------------------------------------
Mark K. Hardwick,
as Administrative Trustee

                                      -57-

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                    FIRST MERCHANTS CAPITAL TRUST [I/II/III]

     This Certificate of Trust is being executed as of December ___, 2001 for
the purposes of organizing a business trust pursuant to the Delaware Business
Trust Act, 12 Del. C.ss.ss.3801 et seq. (the "Act").

     The undersigned hereby certifies as follows:

1.   Name. The name of the business trust is "First Merchants Capital Trust
     [I/II/III]" (the "Trust").

2.   Delaware Trustee. The name and business address of the Delaware trustee of
     the Trust meeting the requirements of Section 3807 of the Act are as
     follows:

     First Union Trust Company, National Association
     One Rodney Square
     920 King Street
     Suite 102
     Wilmington, Delaware 19801
     Attention:  Corporate Trust Trustee Administration

3.   Effective. This Certificate of Trust shall be effective immediately upon
     filing in the Office of the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned being all of the trustees of the Trust,
have duly executed this Certificate of Trust as of the day and year first above
written.

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
as Delaware Trustee

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

ADMINISTRATIVE TRUSTEE

- ----------------------------------------------------------
     Michael L. Cox

                                      A-1

ADMINISTRATIVE TRUSTEE

- --------------------------------------------------
     Larry R. Helms, Esq.

ADMINISTRATIVE TRUSTEE

- --------------------------------------------------
     Mark K. Hardwick

                                      A-2

                                                                       EXHIBIT B

                      THIS CERTIFICATE IS NOT TRANSFERABLE
           EXCEPT AS DESCRIBED IN THE TRUST AGREEMENT AS DEFINED BELOW

Certificate Number __                          Number of Common Securities _____

                    Certificate Evidencing Common Securities

                                       of

                    First Merchants Capital Trust [I/II/III]

                                Common Securities
                (liquidation amount $[_____] per Common Security)

     FIRST MERCHANTS CAPITAL TRUST [I/II/III], a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that FIRST MERCHANTS CORPORATION (the "Holder") is the registered owner of
_______________ (__________) common securities of the Trust representing
undivided beneficial interests in the assets of the Trust and designated the
Common Securities (liquidation amount $[_____] per Common Security) (the "Common
Securities"). Except as provided in Section 5.10 of the Trust Agreement (as
defined below), the Common Securities are not transferable, to the fullest
extent permitted below, and any attempted prohibited 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 dated as of [______________], as the same may be amended from
time to time (the "Trust Agreement"), including the designation of the terms of
the Common Securities as set forth therein. The Trust shall furnish a copy of
the Trust Agreement to the Holder without charge upon written request to the
Trust at its principal place of business or registered office.

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

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this [___] day of [___________________].

ADMINISTRATIVE TRUSTEE

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

                                      B-1

                                                                       EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

     AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
[____________], between FIRST MERCHANTS CORPORATION, an Indiana corporation (the
"Company"), and FIRST MERCHANTS CAPITAL TRUST [I/II/III], a Delaware business
trust (the "Trust").

                                    RECITALS

     WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive ____% Junior Subordinated Debentures (the
"Debentures") from, the Company and to issue and sell First Merchants Capital
Trust [I/II/III] [___]% 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 dated as of
[____________], as the same may be amended from time to time (the "Trust
Agreement");

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

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

                                    ARTICLE I

     1.1 Guarantee by the Company.

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

                                      C-1

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

     1.3 Waiver of Notice.

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

     1.4 No Impairment.

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

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

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

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

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

     1.5 Enforcement.

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

                                      C-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 the Company and
shall inure to the benefit of the Beneficiaries.

     2.2 Amendment.

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

     2.3 Notices.

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

    If to the Company:    First Merchants Corporation
                          200 East Jackson Street
                          Post Office Box 792
                          Muncie, Indiana 47308
                          Fax:  (765) 741-7283
                          Attention:   Larry R. Helms, Esq.,
                                       Senior Vice President & General Counsel

    If to the Trust:      First Union Trust Company, National Association
                          One Rodney Square
                          920 King Street, Suite 102
                          Wilmington, DE 19801
                          Fax:     (302) 888-7544
                          Attention: Corporate Trust Trustee Administration

     2.4 Governing Law.

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

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

FIRST MERCHANTS CORPORATION

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

                                      C-3

FIRST MERCHANTS CAPITAL TRUST [I/II/III]

By:                                               , as Administrative Trustee
     ---------------------------------------------
     Name:
          ----------------------------------------

                                      C-4

                                                                       EXHIBIT D

Certificate Number _____                     Number of Preferred Securities_____

                   Certificate Evidencing Preferred Securities
                                       of
                    First Merchants Capital Trust [I/II/III]

                  ______% Cumulative Trust Preferred Securities
               (Liquidation Amount $[____] per Preferred Security)

                                                            CUSIP No. __________

     First Merchants Capital Trust [I/II/III], a statutory business trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that [________________] (the "Holder") is the registered owner of [_____]
preferred securities of the Trust representing undivided beneficial interests in
the assets of the Trust and designated the [________]% Cumulative Trust
Preferred Securities (liquidation amount $[________] per Preferred Security)
(the "Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this Certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined herein). The
designations, rights, privileges, restrictions, preferences, and other terms and
provisions of the Preferred Securities are set forth in, and this Certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement as of [_____________], as the same may be amended from time to
time (the "Trust Agreement"), including the designation of the terms of
Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Preferred Securities Guarantee Agreement entered into by First
Merchants Corporation, an Indiana corporation, and First Union Trust Company,
National Association, as guarantee trustee, dated as of [____________], as the
same may be amended from time to time (the "Guarantee"), to the extent provided
therein. The Trust shall furnish a copy of the Trust Agreement and the Guarantee
to the Holder without charge upon written request to the Trust at its principal
place of business or registered office.

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

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

                                      D-1

     IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this Certificate this [___] day of [______________________________].

FIRST MERCHANTS CAPITAL TRUST [I/II/III]

By:                                              , as Administrative Trustee
     --------------------------------------------
     Name:
          ---------------------------------------

By:                                              , as Administrative Trustee
     --------------------------------------------
     Name:
          ---------------------------------------

By:                                              , as Administrative Trustee
     --------------------------------------------
     Name:
          ---------------------------------------

                                      D-2

                                     LEGEND
                           FOR CERTIFICATES EVIDENCING
                        GLOBAL PREFERRED SECURITIES ONLY:

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

                                      D-3

                        [FORM OF REVERSE OF CERTIFICATE]

     The Trust will furnish without charge to any registered owner of Preferred
Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any
such request should be in writing and addressed to First Merchants Capital Trust
[I/II/III], c/o First Union Trust Company, National Association, One Rodney
Square, 920 King Street, Suite 102, Wilmington, Delaware 19801, Attention:
Corporate Trust Trustee Administration, or to the Registrar named on the face of
this Certificate.

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

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

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

                                   ASSIGNMENT

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

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

(insert address and zip code of assignee)

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

Dated:  ________________________       Signature: ___________________________
                                                  Note: The signature(s) to this
                                                  assignment must correspond
                                                  with the name(s) as written
                                                  upon the face of this
                                                  Certificate in every
                                                  particular, without alteration
                                                  or enlargement, or any change
                                                  whatever.

Signature(s) Guaranteed:

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

                                      D-4

                                                                       EXHIBIT E

             FORM OF PREFERRED SECURITIES CERTIFICATE AUTHENTICATION

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

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
as Authentication Agent and Registrar

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

                                      E-1

                                                                    EXHIBIT 4.10

                           FIRST MERCHANTS CORPORATION

                                       AND

                FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION.
                              AS INDENTURE TRUSTEE

                                    INDENTURE

             JUNIOR SUBORDINATED DEBT SECURITIES, ISSUABLE IN SERIES

                         Dated as of [__________], 2001

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I DEFINITIONS..........................................................2
         1.1         Definitions of Terms......................................2
ARTICLE II DEBENTURES..........................................................9
         2.1         Forms Generally...........................................9
         2.2         Amount Unlimited; Issuable in Series......................9
         2.3         Date and Denomination of Debentures......................11
         2.4         Execution and Authentications............................12
         2.5         Registration of Transfer and Exchange....................14
         2.6         Temporary Debentures.....................................15
         2.7         Mutilated, Destroyed, Lost or Stolen Debentures..........15
         2.8         Cancellation.............................................16
         2.9         Benefit of Indenture.....................................16
         2.10        Authenticating Agent.....................................16
         2.11        Global Debentures........................................17
         2.12        CUSIP Numbers............................................18
ARTICLE III PARTICULAR COVENANTS OF THE COMPANY...............................18
         3.1         Payment of Principal and Interest........................18
         3.2         Maintenance of Agency....................................18
         3.3         Paying Agents............................................19
         3.4         Appointment to Fill Vacancy in Office of Trustee.........20
         3.5         Compliance with Consolidation Provisions.................20
         3.6         Limitation on Transactions...............................20
         3.7         Covenants as to the Trusts...............................21
         3.8         Waiver of Usury, Stay or Extension Laws..................21
ARTICLE IV DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.22
         4.1         Company to Furnish Trustee Names and Addresses
                     of Debentureholders......................................22
         4.2         Preservation of Information Communications with
                     Debentureholders.........................................22
         4.3         Reports by the Company...................................22
         4.4         Reports by the Trustee...................................23
ARTICLE V REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT....23
         5.1         Events of Default........................................23
         5.2         Collection of Indebtedness and Suits for
                     Enforcement by Trustee...................................25
         5.3         Application of Moneys Collected..........................26
         5.4         Limitation on Suits......................................27
         5.5         Rights and Remedies Cumulative; Delay or
                     Omission not Waiver......................................27
         5.6         Control by Debentureholders..............................28
         5.7         Undertaking to Pay Costs.................................28
         5.8         Direct Action; Right of Set-Off..........................29
ARTICLE VI CONCERNING THE TRUSTEE.............................................29
         6.1         Certain Duties and Responsibilities of the Trustee.......29

                                       i

         6.2         Notice of Defaults.......................................30
         6.3         Certain Rights of Trustee................................31
         6.4         Trustee Not Responsible for Recitals, etc................32
         6.5         May Hold Debentures......................................32
         6.6         Moneys Held in Trust.....................................32
         6.7         Compensation and Reimbursement...........................32
         6.8         Reliance on Officers' Certificate........................33
         6.9         Disqualification:  Conflicting Interests.................33
         6.10        Corporate Trustee Required; Eligibility..................33
         6.11        Resignation and Removal; Appointment of Successor........34
         6.12        Acceptance of Appointment by Successor...................35
         6.13        Merger, Conversion, Consolidation or
                     Succession to Business...................................36
         6.14        Preferential Collection of Claims Against the Company....36
ARTICLE VII CONCERNING THE DEBENTUREHOLDERS...................................36
         7.1         Evidence of Action by Holders............................36
         7.2         Proof of Execution by Debentureholders...................37
         7.3         Who May Be Deemed Owners.................................37
         7.4         Certain Debentures Owned by Company Disregarded..........37
         7.5         Actions Binding on Future Debentureholders...............38
ARTICLE VIII SUPPLEMENTAL INDENTURES..........................................38
         8.1         Supplemental Indentures Without the Consent
                     of Debentureholders......................................38
         8.2         Supplemental Indentures with Consent of Debentureholders.39
         8.3         Effect of Supplemental Indentures........................40
         8.4         Debentures Affected by Supplemental Indentures...........40
         8.5         Execution of Supplemental Indentures.....................40
ARTICLE IX SUCCESSOR CORPORATION..............................................41
         9.1         Company May Consolidate, etc.............................41
         9.2         Successor Corporation Substituted........................41
         9.3         Evidence of Consolidation, etc. to Trustee...............42
ARTICLE X SATISFACTION AND DISCHARGE..........................................42
         10.1        Satisfaction and Discharge of Indenture..................42
         10.2        Discharge of Obligations.................................43
         10.3        Deposited Moneys to be Held in Trust.....................43
         10.4        Payment of Monies Held by Paying Agents..................43
         10.5        Repayment to Company.....................................43
ARTICLE XI IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS....44
         11.1        No Recourse..............................................44
ARTICLE XII MISCELLANEOUS PROVISIONS..........................................44
         12.1        Effect on Successors and Assigns.........................44
         12.2        Actions by Successor.....................................44
         12.3        Surrender of Company Powers..............................44
         12.4        Notices..................................................45
         12.5        Governing Law............................................45
         12.6        Treatment of Debentures as Debt..........................45
         12.7        Compliance Certificates and Opinions.....................45

                                       ii

         12.8        Payments on Business Days................................46
         12.9        Conflict with Trust Indenture Act........................46
         12.10       Counterparts.............................................46
         12.11       Severability.............................................46
         12.12       Assignment...............................................46
         12.13       Acknowledgment of Rights.................................46
ARTICLE XIII SUBORDINATION OF DEBENTURES......................................47
         13.1        Agreement to Subordinate.................................47
         13.2        Default on Senior Debt, Subordinated Debt or
                     Additional Senior Obligations............................47
         13.3        Liquidation; Dissolution; Bankruptcy.....................48
         13.4        Subrogation..............................................49
         13.5        Trustee to Effectuate Subordination......................50
         13.6        Notice by the Company....................................50
         13.7        Rights of the Trustee; Holders of Senior Indebtedness....51
         13.8        Subordination May Not be Impaired........................51

                                      iii

                              CROSS-REFERENCE TABLE

 SECTION OF
 TRUST INDENTURE ACT                                                SECTION OF
 OF 1939, AS AMENDED                                                 INDENTURE

 310(a)...................................................................6.10
 310(b)....................................................................6.9
        ..................................................................6.11
 310(c).........................................................Not Applicable
 311(a)...................................................................6.14
 311(b)...................................................................6.14
 311(c).........................................................Not Applicable
 312(a)....................................................................4.1
       .................................................................4.2(a)
 312(b).................................................................4.2(c)
 312(c).................................................................4.2(c)
 313(a).................................................................4.4(a)
 313(b).................................................................4.4(b)
 313(c).................................................................4.4(a)
        ................................................................4.4(b)
 313(d).................................................................4.4(c)
 314(a).................................................................4.3(a)
 314(b).........................................................Not Applicable
 314(c)...................................................................12.7
 314(d).........................................................Not Applicable
 314(e)...................................................................12.7
 314(f).........................................................Not Applicable
 315(a).................................................................6.1(a)
        ...................................................................6.3
 315(b)....................................................................6.2
 315(c).................................................................6.1(a)
 315(d).................................................................6.1(b)
 315(e)....................................................................5.7
 316(a)....................................................................1.1
        ...................................................................5.6
 316(b).................................................................5.4(b)
 316(c).................................................................7.1(b)
 317(a)....................................................................5.2
 317(b)....................................................................3.3
 318(a)...................................................................12.9

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

                                       i

                                    INDENTURE

     THIS INDENTURE, dated as of [__________], 2001 between FIRST MERCHANTS
CORPORATION, an Indiana corporation (the "Company") and FIRST UNION TRUST
COMPANY, NATIONAL ASSOCIATION (the "Trustee");

                                    RECITALS

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of
securities from time to time to be issued in one or more series (hereinafter
referred to as the "Debentures") up to such principal amount or amounts as may
from time to time be authorized, the form and substance of such Debentures and
the terms, provisions and conditions thereof to be set forth as provided in this
Indenture;

     WHEREAS, the Company has requested that the Trustee execute and deliver
this Indenture;

     WHEREAS, all requirements necessary to make this Indenture a valid
instrument in accordance with its terms have been performed, and the execution
and delivery of this Indenture have been duly authorized in all respects;

     WHEREAS, to provide the terms and conditions upon which the Debentures are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, in consideration of the premises, it is mutually covenanted
and agreed as follows for the equal and ratable benefit of the holders from time
to time of the Debentures or a series thereof, as follows:

                                   ARTICLE I

                                   DEFINITIONS

1.1 Definitions of Terms.

     The terms defined in this Section 1.1 (except as in this Indenture or in
any indenture supplemental hereto otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture and of any
indenture supplemental hereto shall have the respective meanings specified in
this Section 1.1 and shall include the plural as well as the singular. All other
terms used in this Indenture that are defined in the Trust Indenture Act, or
that are by reference in the Trust Indenture Act defined in the Securities Act
(except as herein or in any indenture supplemental hereto otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in the Trust Indenture Act and in the Securities Act as
in force at the date of the execution of this instrument. All accounting terms
used herein and not

                                       2

expressly defined shall have the meanings assigned to such terms in accordance
with Generally Accepted Accounting Principles. The words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Indenture and not
any Article, Section or other subdivision headings.

     "Additional Senior Obligations" means all indebtedness of the Company
whether incurred on or prior to the date of this Indenture or thereafter
incurred, for claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements;
provided, however, that Additional Senior Obligations does not include claims in
respect of Senior Debt or Subordinated Debt or obligations which, by their
terms, are expressly stated to be not superior in right of payment to the
Debentures or to rank pari passu in right of payment with the Debentures. For
purposes of this definition, "claim" shall have the meaning assigned thereto in
Section 101(4) of the United States Bankruptcy Code of 1978, as amended.

     "Administrative Trustees" shall have the meaning set forth in the Trust
Agreement.

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

     "Authenticating Agent" means an authenticating agent with respect to the
Debentures appointed by the Trustee pursuant to Section 2.10.

     "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state
law for the relief of debtors.

     "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee of such Board or any other duly designated officers of
the Company.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification.

     "Business Day" means, with respect to the Debentures, any day other than a
Saturday or a Sunday or a day on which federal or state banking institutions in
the Borough of Manhattan, The City of New York, are authorized or required by
law, executive order or regulation to close, or a day on which the Corporate
Trust Office of the Trustee or the Property Trustee is closed for business.

     "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer, the principal accounting officer, the
treasurer or any vice president of the Company. The Certificate need not comply
with the provisions of Section 12.7.

                                       3

     "Certificate of Authentication" shall mean the certificate issued by the
Trustee or the Authenticating Agent as to the form of a Debenture issued under
the Indenture.

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

     "Common Securities" means undivided beneficial interests in the assets of a
Trust which rank pari passu with Preferred Securities issued by such Trust;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

     "Company" means First Merchants Corporation, a corporation duly organized
and existing under the laws of the State of Indiana, and, subject to the
provisions of Article IX, shall also include its successors and assigns.

     "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at One Rodney Square, 920 King
Street, Suite 102 Wilmington, Delaware 19801, Attention: Corporate Trust Trustee
Administration.

     "Custodian" means any receiver, trustee, assignee, liquidator, or similar
official under any Bankruptcy Law.

     "Debentures" shall have the meaning set forth in the Recitals hereto.

     "Debentureholder," "holder of Debentures," "registered holder," or other
similar term, means the Person or Persons in whose name or names a particular
Debenture shall be registered on the books of the Company or the Trustee kept
for that purpose in accordance with the terms of this Indenture.

     "Debenture Register" shall have the meaning set forth in Section 2.5(b).

     "Debenture Registrar" shall have the meaning set forth in Section 2.5(b).

     "Debt" means with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; and (vi) and every
obligation of the type referred to in clauses (i) through (v) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable, directly or indirectly, as
obligor or otherwise.

                                       4

     "Default" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

     "Defaulted Interest" shall have the meaning set forth in Section 2.3.

     "Depositary" shall mean, with respect to Debentures of any series, for
which the Company shall determine that such Debentures will be issued as a
Global Debenture, The Depositary Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to Section 2.11.

     "Direct Action" shall have the meaning set forth in Section 5.8.

     "Event of Default" means, with respect to the Debentures, any event
specified in Section 5.1, which has continued for the period of time, if any,
and after the giving of the notice, if any, therein designated.

     "Exchange Act," means the Securities Exchange Act of 1934, as amended, as
in effect at the date of execution of this Indenture.

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System.

     "Generally Accepted Accounting Principles" means such accounting principles
as are generally accepted at the time of any computation required hereunder.

     "Global Debenture" means, with respect to any series of Debentures, a
Debenture of such series executed by the Company and delivered by the Trustee to
the Depositary or pursuant to the Depositary's instruction, all in accordance
with the Indenture, which shall be registered in the name of the Depositary or
its nominee.

     "Governmental Obligations" means securities that are (i) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged; or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof and that may include the
terms of a particular series of Debentures established as contemplated by
Section 2.2.

                                       5

     "Interest Payment Date," when used with respect to any installment of
interest on a Debenture of any particular series means the date specified in
such Debenture or in a Board Resolution or in an indenture supplemental hereto
with respect to the Debentures as the fixed date on which an installment of
interest with respect to the Debentures is due and payable.

     "Officers' Certificate" means a certificate signed by the President or an
Executive Vice President and by the Chief Financial Officer or the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company
that is delivered to the Trustee in accordance with the terms hereof. Each such
certificate shall include the statements provided for in Section 12.7, if and to
the extent required by the provisions thereof.

     "Opinion of Counsel" means an opinion in writing of independent, outside
legal counsel for the Company that is delivered to the Trustee in accordance
with the terms hereof. Each such opinion shall include the statements provided
for in Section 12.7, if and to the extent required by the provisions thereof.

     "Outstanding," when used in reference to Debentures of any particular
series, means, subject to the provisions of Section 7.4, as of any particular
time, all such Debentures theretofore authenticated and delivered by the Trustee
under this Indenture, except (a) Debentures theretofore canceled by the Trustee
or any paying agent, or delivered to the Trustee or any paying agent for
cancellation or that have previously been canceled; (b) Debentures or portions
thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that if such Debentures or portions of
such Debentures are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as provided herein, or provision satisfactory
to the Trustee shall have been made for giving such notice; and (c) Debentures
in lieu of or in substitution for which other Debentures shall have been
authenticated and delivered pursuant to the terms of Section 2.5; provided,
however, that in determining whether the holders of the requisite percentage of
Debentures have given any request, notice, consent or waiver hereunder,
Debentures held by the Company or any Affiliate of the Company shall not be
included; provided, further, that the Trustee shall be protected in relying upon
any request, notice, consent or waiver unless a Responsible Officer of the
Trustee shall have actual knowledge that the holder of such Debenture is the
Company or an Affiliate thereof.

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

     "Predecessor Debenture" of any particular Debenture means every previous
Debenture evidencing all or a portion of the same debt as that evidenced by such
particular Debenture; and, for the purposes of this definition, any Debenture
authenticated and delivered under Section 2.7 in lieu of a lost, destroyed or
stolen Debenture shall be deemed to evidence the same debt as the lost,
destroyed or stolen Debenture.

     "Preferred Securities" means undivided beneficial interests in the assets
of a Trust which rank pari passu with Common Securities issued by such Trust;
provided, however, that upon the

                                       6

occurrence of an Event of Default, the rights of holders of Common Securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise are subordinated to the rights of holders of Preferred Securities.

     "Preferred Securities Guarantee" means any guarantee that the Company may
enter into with the Trustee or other Persons that operates directly or
indirectly for the benefit of holders of Preferred Securities.

     "Property Trustee" has the meaning set forth in the Trust Agreement of the
applicable Trust.

     "Responsible Officer" when used with respect to the Trustee means any
officer within the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture, including any vice
president, any assistant vice president, any assistant secretary or any other
officer or assistant officer of the Trustee who customarily performs functions
similar to those performed by the Persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter is referred
because of his or her knowledge of and familiarity with the particular subject.

     "Securities Act," means the Securities Act of 1933, as amended, as in
effect at the date of execution of this instrument.

     "Senior Debt" means the principal of (and premium, if any) and interest, if
any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding), on Debt,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Debentures or to other Debt which is pari
passu with, or subordinated to, the Debentures, provided, however, that Senior
Debt shall not be deemed to include (i) any Debt of the Company which when
incurred and without respect to any election under section 1111(b) of the United
States Bankruptcy Code of 1978, as amended, was without recourse to the Company;
(ii) any Debt owed to any employee of the Company; (iii) any Debt which by its
terms is subordinated to trade accounts payable or accrued liabilities arising
in the ordinary course of business to the extent that payments made to the
holders of such Debt by the holders of the Debentures as a result of the
subordination provisions of this Indenture would be greater than they otherwise
would have been as a result of any obligation of such holders to pay amounts
over to the obligees on such trade accounts payable or accrued liabilities
arising in the ordinary course of business as a result of subordination
provisions to which such Debt is subject; and (iv) any Debt which constitutes
Subordinated Debt.

     "Senior Indebtedness" shall have the meaning set forth in Section 13.1.

     "Subordinated Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of this Indenture or thereafter
incurred, which is by its terms expressly provided to be junior and subordinate
to Senior Debt of the Company (other than the Debentures); provided, however,
that Subordinated Debt will not be

                                       7

deemed to include (i) any Debt of the Company which when incurred and without
respect to any election under section 1111(b) of the United States Bankruptcy
Code of 1978, as amended, was without recourse to the Company; (ii) any Debt
owed to any employee of the Company; (iii) any Debt which by its terms is
subordinated to trade accounts payable or accrued liabilities arising in the
ordinary course of business to the extent that payments made to the holders of
such Debt by the holders of the Subordinated Debentures as a result of the
subordination provisions of this Indenture would be greater than they otherwise
would have been as a result of any obligation of such holders to pay amounts
over to the obligees on such trade accounts payable or accrued liabilities
arising in the ordinary course of business as a result of subordination
provisions to which such Debt is subject; (iv) any Debt which constitutes Senior
Debt; and (v) any Debt of the Company under debt securities (and guarantees in
respect of these debt securities) initially issued to any trust, or a trustee of
a trust, partnership or other entity affiliated with the Company that is,
directly or indirectly, a financing vehicle of the Company in connection with
the issuance by that entity of preferred securities or other securities which
are intended to qualify for Tier 1 capital treatment.

     "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries; (ii) any general
partnership, limited liability company, joint venture, trust or similar entity,
at least a majority of whose outstanding partnership or similar interests shall
at the time be owned by such Person, or by one or more of its Subsidiaries, or
by such Person and one or more of its Subsidiaries; and (iii) any limited
partnership of which such Person or any of its Subsidiaries is a general
partner.

     "Trust" means each statutory business trust created for the purpose of
issuing its undivided beneficial interests in connection with the issuance of
Debentures under this Indenture.

     "Trust Agreement" with respect to a Trust, means the governing instrument
of such Trust, as amended from time to time.

     "Trustee" means First Union Trust Company, National Association, and,
subject to the provisions of Article VI, shall also include its successors and
assigns, and, if at any time there is more than one Person acting in such
capacity hereunder, "Trustee" shall mean each such Person.

     "Trust Indenture Act," means the Trust Indenture Act of 1939, as amended,
subject to the provisions of Sections 8.1, 8.2, and 9.1, as in effect at the
date of execution of this instrument.

     "Trust Securities" means the Common Securities and Preferred Securities,
collectively.

     "Voting Stock," as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.

                                       8

                                   ARTICLE II

                                   DEBENTURES

2.1 Forms Generally.

     (a) The Debentures of each series shall be in substantially the form as
established by or pursuant to a Board Resolution and as set forth in an
Officer's Certificate of the Company or in one or more indentures supplemental
hereto, in each case with appropriate insertions, omissions, substitutions, and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with any law or with
any rules made pursuant thereto or with any rules of any securities exchange,
all as may, consistently herewith, be determined by the officers of the Company
executing such Debentures, as evidenced by their execution of the Debentures.

     (b) The form of the Trustee's Certificate of Authentication shall be in
substantially the following form:

                  This is one of the Debentures of the series designated therein
                  referred to in the within-mentioned Indenture and [__________]
                  Supplemental Indenture.

                  FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
                  as Trustee

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

2.2 Amount Unlimited; Issuable in Series.

     The aggregate principal amount of Debentures which may be authenticated and
delivered under this Indenture is unlimited. The Debentures may be issued in one
or more series up to the aggregate principal amount of securities of that series
from time to time authorized by or pursuant to a Board Resolution of the Company
or pursuant to one or more indentures supplemental hereto, subject, however, to
subsection (c) of the definition of "Outstanding" in Section 1.1 and the
following subsection (b) of this Section 2.2. Prior to the initial issuance of
Debentures of any series, there shall be established in or pursuant to a Board
Resolution of the Company and set forth in an Officers' Certificate of the
Company or established in one or more indentures supplemental hereto:

     (a) the title of the Debentures of the series (which shall distinguish the
Debentures of the series from all other Debentures);

     (b) any limit upon the aggregate principal amount of the Debentures of the
series which may be authenticated and delivered under this Indenture (except for
Debentures authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Debentures of the series pursuant to the
terms of this Indenture);

                                       9

     (c) the date or dates on which the principal of and premium, if any, on the
Debentures of the series is payable;

     (d) the rate or rates at which the Debentures of the series shall bear
interest, if any, or the method by which such interest may be determined, the
date or dates from which such interest shall accrue, the Interest Payment Dates
on which such interest shall be payable or the manner of determination of such
Interest Payment Dates and the record dates for the determination of holders to
whom interest is payable on any such Interest Payment Dates;

     (e) the place or places where the principal of, and premium, if any, and
any interest on Debentures of the series shall be payable;

     (f) the right, if any, to extend the interest payment periods and the
duration of such extension;

     (g) the price or prices at which, the period or periods within which and
the terms and conditions upon which Debentures of the series may be prepaid or
redeemed, in whole or in part, at the option of the Company, pursuant to any
sinking fund or otherwise;

     (h) the obligation, if any, of the Company to prepay, redeem, purchase or
repay Debentures of the series pursuant to any sinking fund or analogous
provisions or at the option of a Debentureholder thereof and the price or prices
at which, and the period or periods within which, and the terms and conditions
upon which, Debentures of the series shall be prepaid, redeemed, purchased or
repaid, in whole or in part, pursuant to such obligation;

     (i) the denominations in which Debentures of the series shall be issuable;

     (j) any Events of Default with respect to the Debentures of a particular
series, if not set forth herein;

     (k) the form of the Debentures of the series including the form of the
Certificate of Authentication of such series (which shall be consistent with
Section 2.1(b));

     (l) any trustee, authenticating or paying agents, warrant agents, transfer
agents or registrars with respect to the Debentures of such series;

     (m) whether the Debentures of the series shall be issued in whole or in
part in the form of one or more Global Debentures and, in such case, the
Depositary for such Global Debenture or Debentures, and whether beneficial
owners of interests in any such Global Debentures may exchange such interests
for other Debentures of such series in the manner provided in Section 2.5, and
the manner and the circumstances under which and the place or places where any
such exchanges may occur if other than in the manner provided in Section 2.5,
and any other terms of the series relating to the global nature of the Global
Debentures of such series and the exchange, registration or transfer thereof and
the payment of any principal thereof, or interest or premium, if any, thereon;
and

     (n) any other terms of the series (which terms shall not be inconsistent
with the provisions of this Indenture).

                                       10

     All Debentures of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
resolution of the Board of Directors or in any such indenture supplemental
hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution of the Company, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate of the Company setting forth the terms of the series.

2.3 Date and Denomination of Debentures.

     The Debentures shall be issuable in such form and in such denominations as
shall be specified as contemplated by Section 2.2. In the absence of any such
specification with respect to the Debentures of any series, the Debentures of
such series shall be issuable as registered Debentures without coupons and in
the denominations of $25 and any multiple thereof. The Debentures shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plans as the officers of the Company executing the same may determine
with the approval of the Trustee as evidenced by the execution and
authentication thereof.

     Every Debenture shall be dated the date of its authentication, shall be
payable on such dates and shall bear interest, if any, from the date set forth
on the face of the Debenture, in each case, as contemplated by Section 2.2. The
interest installment on any Debenture that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date for Debentures of that series
shall be paid to the Person in whose name said Debenture (or one or more
Predecessor Debentures) is registered at the close of business on the regular
record date for such interest installment. In the event that any Debenture of a
particular series or portion thereof is called for redemption and the redemption
date is subsequent to a regular record date with respect to any Interest Payment
Date and prior to such Interest Payment Date, interest on such Debenture will be
paid upon presentation and surrender of such Debenture as provided in Section
3.2.

     Any interest on any Debenture that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date for any Debenture of the same
series (herein called "Defaulted Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder, and such Defaulted Interest shall be paid by the Company, at
its election, as provided in clause (a) or clause (b) below:

     (a) The Company may make payment of any Defaulted Interest on Debentures to
the Persons in whose names such Debentures (or their respective Predecessor
Debentures) are registered at the close of business on a special record date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner: the Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Debenture and the date of
the proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted Interest which
shall not be more than 15 nor

                                       11

less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such special record date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the special record date therefor to be
mailed, first class postage prepaid, to each Debenture holder at his or her
address as it appears in the Debenture Register, not less than 10 days prior to
such special record date. Notice of the proposed payment of such Defaulted
Interest and the special record date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the Persons in whose names such
Debentures (or their respective Predecessor Debentures) are registered on such
special record date and shall be no longer payable pursuant to the following
clause (b).

     (b) The Company may make payment of any Defaulted Interest on any
Debentures in any other lawful manner not inconsistent with the requirements of
any securities exchange on which such Debentures may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.

     Unless otherwise set forth in a Board Resolution of the Company or one or
more indentures supplemental hereto establishing the terms of any series of
Debentures pursuant to Section 2.2 hereof, the term "regular record date" as
used in this Section with respect to a series of Debentures with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of the
month in which an Interest Payment Date established for such series pursuant to
Section 2.2 hereof shall occur, if such Interest Payment Date is the last day of
a month, or the last day of the month immediately preceding the month in which
an Interest Payment Date established for such series pursuant to Section 2.2
hereof shall occur, if such Interest Payment Date is the fifteenth day of a
month, whether or not such date is a Business Day.

     Subject to the foregoing provisions of this Section, each Debenture of a
series delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Debenture of such series shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Debenture.

2.4 Execution and Authentications.

     (a) The Debentures shall be signed on behalf of the Company by its
President or one of its Vice Presidents or Chief Financial Officer or Treasurer,
attested by its Secretary or one of its Assistant Secretaries. Signatures may be
in the form of a manual or facsimile signature. The Company may use the
facsimile signature of any Person who shall have been a President or Vice
President thereof, or of any Person who shall have been a Secretary or Assistant
Secretary thereof, notwithstanding the fact that at the time the Debentures
shall be authenticated and delivered or disposed of such Person shall have
ceased to be the President or a Vice President, or the Secretary or an Assistant
Secretary, of the Company (and any such signature shall be binding on the
Company). The Debentures may contain such notations, legends or endorsements
required by law, stock exchange rule or usage. Each Debenture shall be dated the
date of its authentication by the Trustee.

                                       12

     (b) A Debenture shall not be valid until authenticated manually by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Debenture so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of this Indenture.

     (c) At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debentures of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Debentures signed by its
President or any Vice President and its Chief Financial Officer or the Treasurer
or any Assistant Treasurer, and the Trustee in accordance with such written
order shall authenticate and deliver such Debentures.

     (d) In authenticating such Debentures and accepting the additional
responsibilities under this Indenture in relation to such Debentures, the
Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon:

          (i) a copy of any Board Resolution or Resolutions relating thereto
     and, if applicable, an appropriate record of any action taken pursuant to
     such resolution, in each case certified by the Secretary or an Assistant
     Secretary of the Company;

          (ii) an executed supplemental indenture, if any;

          (iii) an Officers' Certificate setting forth the form and terms of the
     Debentures as required pursuant to Section 2.1 and Section 2.2,
     respectively; and

          (iv) an Opinion of Counsel prepared in accordance with Section 12.7
     which shall also state:

               (1)  that the form of such Debentures has been established by or
                    pursuant to a resolution of the Board of Directors or by
                    supplemental indenture as permitted by Section 2.1 in
                    conformity with the provisions of this Indenture;

               (2)  that the terms of such Debentures have been established by
                    or pursuant to a resolution of the Board of Directors or by
                    supplemental indenture as permitted by Section 2.2 in
                    conformity with the provisions of this Indenture;

               (3)  that such Debentures, when authenticated and delivered by
                    the Trustee and issued by the Company in the manner and
                    subject to any conditions specified in such Opinion of
                    Counsel, will constitute valid and legally binding
                    obligations of the Company;

               (4)  that all laws and requirements in respect of the execution
                    and delivery by the Company of the Debentures have been
                    complied with and that authentication and delivery of the
                    Debentures by the Trustee will not violate the terms of the
                    Indenture; and

                                       13

               (5)  such other matters as the Trustee may reasonably request.

     (e) The Trustee shall not be required to authenticate Debentures of any
series, if the issue of such Debentures pursuant to this Indenture shall affect
the Trustee's own rights, duties or immunities under such Debentures and this
Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee.

2.5 Registration of Transfer and Exchange.

     (a) Subject to Section 2.2(m), Debentures may be exchanged upon
presentation thereof at the office or agency of the Company designated for such
purpose in Wilmington, Delaware, or at the office of the Debenture Registrar,
for other Debentures of the same series in authorized denominations, upon
payment of a sum sufficient to cover any tax or other governmental charge in
relation thereto, all as provided in this Section 2.5. In respect of any
Debentures so surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in exchange therefor
the Debenture or Debentures that the Debentureholder making the exchange shall
be entitled to receive, bearing numbers not contemporaneously outstanding.

     (b) The Company shall keep, or cause to be kept, at its office or agency
designated for such purpose in Wilmington, Delaware, or at the office of the
Debenture Registrar or such other location designated by the Company a register
or registers (herein referred to as the "Debenture Register") in which, subject
to such reasonable regulations as the Debenture Registrar may prescribe, the
Company shall register the Debentures and the transfers of Debentures as in this
Article II provided and which at all reasonable times shall be open for
inspection by the Trustee. The registrar for the purpose of registering
Debentures and transfer of Debentures as herein provided shall initially be the
Trustee and thereafter as may be appointed by the Company as authorized by Board
Resolution (the "Debenture Registrar"). Upon surrender for transfer of any
Debenture at the office or agency of the Company designated for such purpose,
the Company shall execute, the Trustee shall authenticate and such office or
agency shall deliver in the name of the transferee or transferees a new
Debenture or Debentures of the same series for a like aggregate principal
amount. All Debentures presented or surrendered for exchange or registration of
transfer, as provided in this Section 2.5, shall be accompanied (if so required
by the Company or the Debenture Registrar) by a written instrument or
instruments of transfer, in form satisfactory to the Company or the Debenture
Registrar, duly executed by the registered holder or by such holder's duly
authorized attorney in writing.

     (c) No service charge shall be made for any exchange or registration of
transfer of Debentures, or issue of new Debentures in case of partial
redemption, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, other than exchanges
pursuant to Section 2.6 and Section 8.4 not involving any transfer.

     (d) The Company shall not be required (i) to issue, exchange or register
the transfer of any Debentures of the same series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of less than all the Outstanding Debentures of the same series and
ending at the close of business on the day of such mailing; nor

                                       14

(ii) to register the transfer of or exchange any Debentures or portions thereof
called for redemption.

     (e) Debentures may only be transferred, in whole or in part, in accordance
with the terms and conditions set forth in this Indenture. Any transfer or
purported transfer of any Debenture not made in accordance with this Indenture
shall be null and void.

2.6 Temporary Debentures.

     Pending the preparation of definitive Debentures, the Company may execute,
and the Trustee shall authenticate and deliver, temporary Debentures (printed,
lithographed, or typewritten). Such temporary Debentures shall be substantially
in the form of the definitive Debentures in lieu of which they are issued, but
with such omissions, insertions and variations as may be appropriate for
temporary Debentures, all as may be determined by the Company. Every temporary
Debenture shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Debentures. Without unnecessary delay the Company
shall execute and shall furnish definitive Debentures and thereupon any or all
temporary Debentures may be surrendered in exchange therefor (without charge to
the holders), at the office or agency of the Company designated for the purpose
in Wilmington, Delaware, or such other location designated by the Company, and
the Trustee shall authenticate and such office or agency shall deliver in
exchange for such temporary Debentures an equal aggregate principal amount of
definitive Debentures, unless the Company advises the Trustee to the effect that
definitive Debentures need not be executed and furnished until further notice
from the Company. Until so exchanged, the temporary Debentures shall be entitled
to the same benefits under this Indenture as definitive Debentures authenticated
and delivered hereunder.

2.7 Mutilated, Destroyed, Lost or Stolen Debentures.

     (a) In case any temporary or definitive Debenture shall become mutilated or
be destroyed, lost or stolen, the Company (subject to the next succeeding
sentence) shall execute, and upon the Company's request the Trustee (subject as
aforesaid) shall authenticate and deliver, a new Debenture bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Debenture, or in lieu of and in substitution for the Debenture so destroyed,
lost, stolen or mutilated. In every case the applicant for a substituted
Debenture shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant's Debenture and of the ownership thereof. The
Trustee may authenticate any such substituted Debenture and deliver the same
upon the written request or authorization of the President or any Vice President
and the Chief Financial Officer or the Treasurer or any Assistant Treasurer of
the Company. Upon the issuance of any substituted Debenture, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. In case any Debenture
that has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substitute Debenture, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated Debenture) if the applicant for such payment

                                       15

shall furnish to the Company and the Trustee such security or indemnity as they
may require to save them harmless, and, in case of destruction, loss or theft,
evidence to the satisfaction of the Company and the Trustee of the destruction,
loss or theft of such Debenture and of the ownership thereof.

     (b) Every replacement Debenture issued pursuant to the provisions of this
Section 2.7 shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Debenture shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Debentures duly issued hereunder. All Debentures shall be held and owned upon
the express condition that the foregoing provisions are exclusive with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Debentures, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

2.8 Cancellation.

     All Debentures surrendered for the purpose of payment, redemption, exchange
or registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be canceled by it, and no Debentures shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Debentures held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Debentures in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Debentures,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.

2.9 Benefit of Indenture.

     Nothing in this Indenture or in the Debentures, express or implied, shall
give or be construed to give to any Person, other than the parties hereto and
the holders of the Debentures (and, with respect to the provisions of Article
XIII, the holders of Senior Indebtedness) any legal or equitable right, remedy
or claim under or in respect of this Indenture, or under any covenant, condition
or provision herein contained; all such covenants, conditions and provisions
being for the sole benefit of the parties hereto and of the holders of the
Debentures (and, with respect to the provisions of Article XIII, the holders of
Senior Indebtedness).

2.10 Authenticating Agent.

     (a) So long as any of the Debentures remain Outstanding there may be an
Authenticating Agent for any or all such Debentures, which Authenticating Agent
the Trustee shall have the right to appoint. Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Debentures issued
upon exchange, transfer or partial redemption thereof, and Debentures so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid

                                       16

and obligatory for all purposes as if authenticated by the Trustee hereunder.
All references in this Indenture to the authentication of Debentures by the
Trustee shall be deemed to include authentication by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by federal or state authorities. If at any
time any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.

     (b) Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

2.11 Global Debentures.

     (a) If the Company shall establish pursuant to Section 2.2 that the
Debentures of a particular series are to be issued as a Global Debenture, then
the Company shall execute and the Trustee shall, in accordance with Section 2.4,
authenticate and deliver, a Global Debenture that (i) shall represent, and shall
be denominated in an amount equal to the aggregate principal amount of, all of
the outstanding Debentures of such series, (ii) shall be registered in the name
of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially to the following effect: "Except as otherwise provided in
Section 2.11 of the Indenture, this Debenture may be transferred, in whole but
not in part, only to another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary."

     (b) Notwithstanding the provisions of Section 2.5, the Global Debenture of
a series may be transferred, in whole but not in part and in the manner provided
in Section 2.5, only to another nominee of the Depositary for such series or to
a successor Depositary for such series selected or approved by the Company or to
a nominee of such successor Depositary.

     (c) If at any time the Depositary for a series of the Debentures notifies
the Company that it is unwilling or unable to continue as Depositary for such
series or if at any time the Depositary for such series shall no longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, this Section 2.11 shall
no longer be applicable to the Debentures of such series and the Company will
execute, and subject to Section 2.5, the Trustee will authenticate and deliver,
the definitive Debentures of such series, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Debenture
of such series in exchange for such Global Debenture. In addition, the Company
may at any time determine that the Debentures of any series shall no longer be
represented by a Global Debenture and that the provisions of this Section 2.11
shall no longer apply to the Debentures of such series. In such event the
Company will execute and, subject to Section 2.5, the Trustee, upon receipt of
an Officers' Certificate evidencing such determination by the Company, will
authenticate and deliver the definitive Debentures of

                                       17

such series, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Debenture of such series in exchange
for such Global Debenture. Upon the exchange of the Global Debenture for such
definitive Debentures, in authorized denominations, the Global Debenture shall
be cancelled by the Trustee. Such definitive Debentures issued in exchange for
the Global Debenture pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such definitive Debentures to
the Depositary for delivery to the Persons in whose names such definitive
Debentures are so registered.

2.12 CUSIP Numbers.

     The Company, in issuing the Debentures, may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Debenture holders; provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Debentures or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP numbers.

                                  ARTICLE III

                       PARTICULAR COVENANTS OF THE COMPANY

3.1 Payment of Principal and Interest.

     The Company covenants and agrees for the benefit of each series of
Debentures that it shall duly and punctually pay or cause to be paid the
principal of and interest on the Debentures at the time and place and in the
manner provided herein. Each such payment of the principal of and interest on
the Debentures shall relate only to the Debentures, shall not be combined with
any other payment of the principal of or interest on any other obligation of the
Company, and shall be clearly and unmistakably identified as pertaining to the
Debentures.

3.2 Maintenance of Agency.

     So long as any of the Debentures remain Outstanding, the Company shall
maintain, or shall cause to be maintained, an office or agency in Wilmington,
Delaware, and at such other location or locations as may be designated as
provided in this Section 3.2, where (i) Debentures of each series may be
presented for payment; (ii) Debentures of each series may be presented as
hereinabove authorized for registration of transfer and exchange; and (iii)
notices and demands to or upon the Company in respect of the Debentures of each
series and this Indenture may be given or served,

                                       18

such designation to continue with respect to such office or agency until the
Company shall, by written notice signed by its President or an Executive Vice
President and delivered to the Trustee, designate some other office or agency
for such purposes or any of them. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, notices and
demands. In addition to any such office or agency, the Company may from time to
time designate one or more offices or agencies outside of Wilmington, Delaware,
where the Debentures of each series may be presented for registration or
transfer and for exchange in the manner provided herein, and the Company may
from time to time rescind such designation as the Company may deem desirable or
expedient; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain any such office or
agency in Wilmington, Delaware, for the purposes above mentioned. The Company
shall give the Trustee prompt written notice of any such designation or
rescission thereof.

3.3 Paying Agents.

     (a) The Company shall be the initial paying agent. If the Company shall
appoint one or more paying agents for the Debentures of any series, other than
the Trustee, the Company shall cause each such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 3.3:

          (i) that it shall hold all sums held by it as such agent for the
     payment of the principal of or interest on the Debentures of such series
     (whether such sums have been paid to it by the Company or by any other
     obligor of the Debentures of such series) in trust for the benefit of the
     Persons entitled thereto;

          (ii) that it shall give the Trustee notice of any failure by the
     Company (or by any other obligor on the Debentures of such series) to make
     any payment of the principal of or interest on the Debentures of such
     series when the same shall be due and payable;

          (iii) that it shall, at any time during the continuance of any failure
     referred to in the preceding paragraph (a)(ii) above, upon the written
     request of the Trustee, forthwith pay to the Trustee all sums so held in
     trust by such paying agent; and

          (iv) that it shall perform all other duties of paying agent as set
     forth in this Indenture.

     (b) If the Company shall act as its own paying agent with respect to the
Debentures of any series, it shall on or before each due date of the principal
of or interest on the Debentures of such series, set aside, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
such principal or interest so becoming due on the Debentures of such series
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and shall promptly notify the Trustee of such action, or any failure
(by it or any other obligor on the Debentures of such series) to take such
action. Whenever the Company shall have one or more paying agents for the
Debentures of such series, it shall, prior to each due date of the principal of
or interest on any Debentures of such series, deposit with the paying agent a
sum sufficient to

                                       19

pay the principal or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal or interest, and (unless
such paying agent is the Trustee) the Company shall promptly notify the Trustee
of this action or failure so to act.

     (c) Notwithstanding anything in this Section 3.3 to the contrary, (i) the
agreement to hold sums in trust as provided in this Section 3.3 is subject to
the provisions of Section 10.3 and 10.4; and (ii) the Company may at any time,
for the purpose of obtaining the satisfaction and discharge with respect to one
or more or all of the series of Debentures hereunder or for any other purpose,
pay, or direct any paying agent to pay, to the Trustee all sums held in trust
for any such series by the Company or such paying agent, such sums to be held by
the Trustee upon the same terms and conditions as those upon which such sums
were held by the Company or such paying agent; and, upon such payment by any
paying agent to the Trustee, such paying agent shall be released from all
further liability with respect to such money.

3.4 Appointment to Fill Vacancy in Office of Trustee.

     The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, shall appoint, in the manner provided in Section 6.11, a Trustee, so
that there shall at all times be a Trustee hereunder.

3.5 Compliance with Consolidation Provisions.

     The Company shall not, while any of the Debentures remain outstanding,
consolidate with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other company unless the provisions of
Article IX hereof are complied with.

3.6 Limitation on Transactions.

     If Debentures of any series are issued to a Trust or a Trustee of a Trust
in connection with the issuance of Trust Securities by such Trust and (i) there
shall have occurred any event that would constitute an Event of Default; (ii)
the Company shall be in default with respect to any of its obligations under the
Preferred Securities Guarantee relating to such Trust; or (iii) the Company
shall have given notice of its election to defer payments of interest on such
Debentures by extending the interest payment period as provided in this
Indenture or any applicable supplement hereto and such period, or any extension
thereof, shall be continuing, then (a) the Company shall not declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
(other than (A) dividends or distributions in common stock of the Company, or
any declaration of a non-cash dividend in connection with the implementation of
a shareholder rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, (B)
purchases of common stock of the Company related to the rights under any of the
Company's benefit plans for its directors, officers or employees, or (C) as a
result of a reclassification of its capital stock into another class of its
capital stock); and (b) the Company shall not make any payment of interest,
principal or premium, if any, or repay, repurchase or redeem any debt securities
issued by the Company which rank pari passu with or junior to the Debentures of
such series or make any guarantee payments with respect to any guarantee by the
Company of the debt securities of any subsidiary of the Company if such
guarantee ranks pari passu with or junior in interest to the

                                       20

Debentures of such series; provided, however, that notwithstanding the foregoing
the Company may make payments pursuant to its obligations under the Preferred
Securities Guarantee relating to such Trust; and (c) the Company shall not
redeem, purchase or acquire less than all of the outstanding Debentures of such
series or any of the Preferred Securities relating to such Trust.

3.7 Covenants as to the Trusts.

     In the event a series of Debentures is issued to a Trust or a trustee of
such Trust in connection with the issuance of Trust Securities by such Trust,
for so long as such Trust Securities remain outstanding, the Company shall (i)
maintain 100% direct or indirect ownership of the Common Securities of such
Trust; provided, however, that any permitted successor of the Company under this
Indenture may succeed to the Company's ownership of such Common Securities; (ii)
not voluntarily terminate, wind up or liquidate such Trust, except upon prior
approval of the Federal Reserve if then so required under applicable capital
guidelines, policies or regulations of the Federal Reserve and use its
reasonable efforts to cause such Trust (a) to remain a business trust (and to
avoid involuntary termination, winding up or liquidation), except in connection
with a distribution of the Debentures of such series, the redemption of all of
the Trust Securities of such Trust or certain mergers, consolidations or
amalgamations, each as permitted by the Trust Agreement of such Trust; and (b)
to otherwise continue not to be treated as an association taxable as a
corporation or partnership for United States federal income tax purposes; (iii)
use its reasonable efforts to cause each holder of Trust Securities of such
Trust to be treated as owning an undivided beneficial interest in the Debentures
of such series; and (iv) the Company, and any successor to the Company, shall
use best efforts to maintain the eligibility of such Preferred Securities for
quotation or listing on any national securities exchange or other organization
on which such Preferred Securities are then quoted or listed (including, if
applicable, The Nasdaq National Market) and shall use best efforts to keep such
Preferred Securities so quoted or listed for so long as such Preferred
Securities remain outstanding. In connection with the distribution of Debentures
that have been issued to a Trust in connection with the issuance of Trust
Securities by such Trust to the holders of the Preferred Securities issued by
such Trust upon a Dissolution Event, the Company shall use its best efforts to
list such Debentures on The Nasdaq National Market or on such exchange or other
organization as such Preferred Securities are then listed or quoted. For so long
as any Debentures remain outstanding, the Company shall fulfill all reporting
and filing obligations under the Exchange Act, as applicable to companies having
a class of securities registered under Section 12(b) or 12(g) thereunder.

3.8 Waiver of Usury, Stay or Extension Laws.

     The Company shall not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performances of this Indenture, and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                                       21

                                   ARTICLE IV

       DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

4.1 Company to Furnish Trustee Names and Addresses of Debentureholders.

     The Company shall furnish or cause to be furnished to the Trustee (a) on a
quarterly basis on each regular record date for each series of Debentures a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the holders of such series of Debentures as of such regular record
date, provided that the Company shall not be obligated to furnish or cause to
furnish such list at any time that the list shall not differ in any respect from
the most recent list furnished to the Trustee by the Company (in the event the
Company fails to provide such list on a quarterly basis, the Trustee shall be
entitled to rely on the most recent list provided by the Company); and (b) at
such other times as the Trustee may request in writing within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that, in either case, no such list need be furnished if the
Trustee shall be the Debenture Registrar.

4.2 Preservation of Information Communications with Debentureholders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
each series of Debentures contained in the most recent list furnished to it as
provided in Section 4.1 and as to the names and addresses of holders of each
series of Debentures received by the Trustee in its capacity as registrar for
the Debentures (if acting in such capacity).

     (b) The Trustee may destroy any list furnished to it as provided in Section
4.1 upon receipt of a new list so furnished.

     (c) Debentureholders may communicate as provided in Section 312(b) of the
Trust Indenture Act with other Debentureholders with respect to their rights
under this Indenture or under the Debentures.

4.3 Reports by the Company.

     (a) The Company covenants and agrees to file with the Trustee, within 15
days after the Company is required to file the same with the Commission, copies
of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) that the Company may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange
Act; or, if the Company is not required to file information, documents or
reports pursuant to either of such sections, then to file with the Trustee and
the Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission, such of the supplementary and periodic
information, documents and reports that may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

                                       22

     (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

     (c) The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable overnight delivery service that provides for
evidence of receipt, to the Debentureholders, as their names and addresses
appear upon the Debenture Register, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and reports required
to be filed by the Company pursuant to subsections (a) and (b) of this Section
4.3 as may be required by rules and regulations prescribed from time to time by
the Commission.

4.4 Reports by the Trustee.

     (a) On or before __________ in each year in which any of the Debentures are
Outstanding, the Trustee shall transmit by mail, first class postage prepaid, to
the Debentureholders, as their names and addresses appear upon the Debenture
Register, a brief report dated as of the preceding __________, if and to the
extent required under Section 313(a) of the Trust Indenture Act.

     (b) The Trustee shall comply with Section 313(b) and 313(c) of the Trust
Indenture Act.

     (c) A copy of each such report shall, at the time of such transmission to
Debentureholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Debentures are listed (if so listed) and also with the
Commission. The Company agrees to notify the Trustee when any Debentures become
listed on any stock exchange.

                                   ARTICLE V

        REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON EVENT OF DEFAULT

5.1 Events of Default.

     (a) Unless otherwise provided with respect to a series of Debentures in an
indenture supplemental hereto providing for the creation of that series, each of
the following events of default shall constitute an Event of Default with
respect to Debentures of such series, as shall any other events as may be
established with respect to Debentures of that series as contemplated by Section
2.2 (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 an
administrative or governmental body):

          (i) the Company defaults in the payment of any installment of interest
     upon any of the Debentures of that series, as and when the same shall
     become due and payable, and continuance of such default for a period of 30
     days; provided, however, that a valid extension of an interest payment
     period by the Company in accordance with the terms of

                                       23

     any particular series of Debentures established as contemplated in this
     Indenture shall not constitute a default in the payment of interest for
     this purpose;

          (ii) the Company defaults in the payment of the principal on any of
     the Debentures of that series as and when the same shall become due and
     payable whether at maturity, upon redemption, by declaration or otherwise;

          (iii) the Company fails to observe or perform any other of its
     covenants or agreements with respect to any of the Debentures of that
     series for a period of 90 days after the date on which written notice of
     such failure, requiring the same to be remedied and stating that such
     notice is a "Notice of Default" hereunder, shall have been given to the
     Company by the Trustee, by registered or certified mail, or to the Company
     and the Trustee by the holders of at least 25% in principal amount of the
     Debentures of that series at the time Outstanding;

          (iv) the Company pursuant to or within the meaning of any Bankruptcy
     Law (i) commences a voluntary case; (ii) consents to the entry of an order
     for relief against it in an involuntary case; (iii) consents to the
     appointment of a Custodian of it or for all or substantially all of its
     property; or (iv) makes a general assignment for the benefit of its
     creditors; or

          (v) a court of competent jurisdiction enters an order under any
     Bankruptcy Law that (i) is for relief against the Company in an involuntary
     case; (ii) appoints a Custodian of the Company for all or substantially all
     of its property; or (iii) orders the liquidation of the Company, and the
     order or decree remains unstayed and in effect for 90 days.

     (b) In each and every such case referred to in paragraph (i) through (v) of
this Section 5.1(a), unless the principal of all the Debentures with respect to
which an Event of Default has occurred shall have already become due and
payable, either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Debentures of such series then Outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by such
Debentureholders) may declare the principal of all the Debentures of such series
to be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable, notwithstanding anything
contained in this Indenture or in the Debentures of such series.

     (c) At any time after the principal of the Debentures of such series shall
have been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the holders of a majority in aggregate principal amount of the
Debentures of such series then Outstanding hereunder, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Debentures
of such series and the principal of any and all Debentures of such series that
shall have become due otherwise than by acceleration (with interest upon such
principal, and, to the extent that such payment is enforceable under applicable
law, upon overdue installments of interest, at the rate per annum expressed in
the

                                       24

Debentures of such series to the date of such payment or deposit) and the amount
payable to the Trustee under Section 6.7; and (ii) any and all Events of Default
under this Indenture, other than the nonpayment of principal on Debentures that
shall not have become due by their terms, shall have been remedied or waived as
provided in Section 5.6. No such rescission and annulment shall extend to or
shall affect any subsequent default or impair any right consequent thereon.

     (d) In case the Trustee shall have proceeded to enforce any right with
respect to Debentures of any series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.

5.2 Collection of Indebtedness and Suits for Enforcement by Trustee.

     (a) The Company covenants that (1) in case it shall default in the payment
of any installment of interest on any of the Debentures of any series, and such
default shall have continued for a period of 30 days; or (2) in case it shall
default in the payment of the principal of any of the Debentures of any series
when the same shall have become due and payable, whether upon maturity of the
Debentures of such series or upon redemption or upon declaration or otherwise,
then, upon demand of the Trustee, the Company shall pay to the Trustee, for the
benefit of the holders of the Debentures of such series, the whole amount that
then shall have become due and payable on all such Debentures of such series for
principal or interest, or both, as the case may be, with interest upon the
overdue principal and (to the extent that payment of such interest is
enforceable under applicable law and, if the Debentures of such series are held
by the Trust or a trustee of the Trust, without duplication of any other amounts
paid by the Trust or trustee in respect thereof) upon overdue installments of
interest at the rate per annum expressed in the Debentures of such series; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and the amount payable to the Trustee under
Section 6.7.

     (b) If the Company shall fail to pay such amounts set forth in Section
5.2(a) forthwith upon such demand, the Trustee, in its own name and as trustee
of an express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
other obligor upon such Debentures and collect the moneys adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or
other obligor upon such Debentures, wherever situated.

     (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, any Trust, or the creditors or property of the Company or
any Trust, the Trustee shall have power to intervene in such proceedings and
take any action therein that may be permitted by the court and shall (except as
may be otherwise provided by law) be entitled to file such proofs of claim and
other papers and documents as may be necessary or advisable in order to have the
claims of the

                                       25

Trustee and of the holders of the Debentures (or, with respect to any of the
foregoing events affecting a Trust, the Debentures that have been issued to such
Trust) allowed for the entire amount due and payable by the Company under this
Indenture at the date of institution of such proceedings and for any additional
amount that may become due and payable by the Company after such date, and to
collect and receive any moneys or other property payable or deliverable on any
such claim, and to distribute the same after the deduction of the amount payable
to the Trustee under Section 6.7; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of the
Debentures of each series to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
such Debentureholders, to pay to the Trustee any amount due it under Section
6.7.

     (d) All rights of action and of asserting claims under this Indenture, or
under any of the terms established with respect to any of the Debentures, may be
enforced by the Trustee without the possession of any of such Debentures, or the
production thereof at any trial or other proceeding relative thereto, and any
such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for payment to the Trustee of any amounts due under Section 6.7, be
for the ratable benefit of the holders of such Debentures. In case of an Event
of Default hereunder, the Trustee may in its discretion proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law. Nothing contained herein shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Debentureholder any plan of reorganization, arrangement, adjustment or
composition affecting any of the Debentures or the rights of any holder thereof
or to authorize the Trustee to vote in respect of the claim of any
Debentureholder in any such proceeding.

5.3 Application of Moneys Collected.

     Any moneys or other assets collected by the Trustee pursuant to this
Article V with respect to any of the Debentures shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such moneys or other assets on account of principal or interest,
upon presentation of such Debentures in respect of which moneys have been
collected, and notation thereon the payment, if only partially paid, and upon
surrender thereof if fully paid:

     FIRST: To the payment of costs and expenses of collection and of all
     amounts payable to the Trustee under Section 6.7;

     SECOND: To the payment of all Senior Indebtedness of the Company if and to
     the extent required by Article XIII; and

     THIRD: To the payment of the amounts then due and unpaid upon such
     Debentures for principal and interest, in respect of which or for the
     benefit of which such money has been

                                       26

     collected, ratably, without preference or priority of any kind, according
     to the amounts due and payable on such Debentures for principal and
     interest, respectively.

5.4 Limitation on Suits.

     (a) Except as set forth in this Indenture, no holder of any Debenture of
any series shall have any right by virtue or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless (i) such holder
previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof with respect to the Debentures of such series
specifying such Event of Default, as hereinbefore provided; (ii) the holders of
not less than 25% in aggregate principal amount of the Debentures of such series
then Outstanding shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as trustee hereunder; (iii) such
holder or holders shall have offered to the Trustee such reasonable indemnity as
it may require against the costs, expenses and liabilities to be incurred
therein or thereby; (iv) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity, shall have failed to institute any such
action, suit or proceeding; and (v) during such 60 day period, the holders of a
majority in principal amount of the Debentures of such series do not give the
Trustee a direction inconsistent with the request.

     (b) Notwithstanding anything contained herein to the contrary or any other
provisions of this Indenture, the right of any holder of any Debentures to
receive payment of the principal of and interest on such Debentures, as therein
provided, on or after the respective due dates expressed in such Debenture (or
in the case of redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates or redemption
date, shall not be impaired or affected without the consent of such holder and
by accepting a Debenture hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Debenture of any series with every
other such taker and holder and the Trustee, that no one or more holders of
Debentures of any series shall have any right in any manner whatsoever by virtue
or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other Debentures, or to obtain or
seek to obtain priority over or preference to any other such holder, or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of Debentures of the
applicable series. For the protection and enforcement of the provisions of this
Section 5.4, each and every Debentureholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

5.5 Rights and Remedies Cumulative; Delay or Omission not Waiver.

     (a) Except as otherwise provided in Section 2.7(b), all powers and remedies
given by this Article V to the Trustee or to the Debentureholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any other
powers and remedies available to the Trustee or the holders of the Debentures,
by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture or otherwise
established with respect to the Debentures of any series.

                                       27

     (b) No delay or omission of the Trustee or of any holder of any of the
Debentures to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or on acquiescence
therein; and, subject to the provisions of Section 5.4, every power and remedy
given by this Article V or by law to the Trustee or the Debentureholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Debentureholders.

5.6 Control by Debentureholders.

     The holders of a majority in aggregate principal amount of the Debentures
of any or all series affected (voting as one class) at the time Outstanding,
determined in accordance with Section 7.4, shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture. Subject to the provisions of Section 6.1, the
Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability. The holders of a majority in aggregate principal amount of
any series of Debentures at the time Outstanding affected thereby, determined in
accordance with Section 7.4, may on behalf of the holders of all of such
Debentures waive any past default in the performance of any of the covenants
contained herein and its consequences, except (i) a default in the payment of
the principal of, or interest on, any of such Debentures as and when the same
shall become due by the terms of such Debentures otherwise than by acceleration
(unless such default has been cured and a sum sufficient to pay all matured
installments of interest and principal has been deposited with the Trustee (in
accordance with Section 5.1(c)); (ii) a default in the covenants contained in
Section 3.7 with respect to a Trust to which such Debentures have been issued;
or (iii) in respect of a covenant or provision hereof which cannot be modified
or amended without the consent of the holder of each Outstanding Debenture
affected; provided, however, that if the Debentures are held by a Trust or a
trustee of a Trust, such waiver or modification to such waiver shall not be
effective until the holders of a majority in liquidation preference of Trust
Securities of the applicable Trust shall have consented to such waiver or
modification to such waiver; provided further, that if the consent of the holder
of each Outstanding Debenture that has been issued to such Trust in connection
with issuance of Trust Securities by such Trust is required, such waiver shall
not be effective until each holder of the Trust Securities of such Trust shall
have consented to such waiver. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Debentures of each such series (or of all the
Debentures, as the case may be) shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

5.7 Undertaking to Pay Costs.

     All parties to this Indenture agree, and each holder of any Debentures by
such holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess

                                       28

reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section 5.7 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Debentureholder, or group of Debentureholders of any series
holding more than 10% in aggregate principal amount of the Outstanding
Debentures of that series, or to any suit instituted by any Debentureholder for
the enforcement of the payment of the principal of or interest on any
Debentures, on or after the respective due dates expressed in any such Debenture
or established pursuant to this Indenture.

5.8 Direct Action; Right of Set-Off.

     In the event that an Event of Default has occurred and is continuing and
such event is attributable to the failure of the Company to pay interest on or
principal of the Debentures of any series on an Interest Payment Date or
Maturity Date, as applicable, then a holder of Preferred Securities issued by a
Trust to which such Debentures have been issued may institute a legal proceeding
directly against the Company for enforcement of payment to such holder of the
principal of or interest on such Debentures having a principal amount equal to
the aggregate Liquidation Amount of such Preferred Securities of such holders (a
"Direct Action"). In connection with such Direct Action, the Company will have a
right of set-off under this Indenture with respect to such series of Debentures
to the extent of any payment actually made by the Company to such holder of the
Preferred Securities with respect to such Direct Action.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

6.1 Certain Duties and Responsibilities of the Trustee.

     (a) With respect to the holders of any series of Debentures issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to Debentures of that series and after the curing of all Events of
Default that may have occurred with respect to Debentures of that series, shall
undertake to perform with respect to such Debentures such duties and only such
duties as are specifically set forth in this Indenture, and no implied covenants
shall be read into this Indenture against the Trustee. In case an Event of
Default has occurred that has not been cured or waived, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs.

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

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

          (1)  the duties and obligations of the Trustee shall be determined
               solely by the express provisions of this Indenture, and the
               Trustee shall

                                       29

               not be liable except for the performance of such duties and
               obligations as are specifically set forth in this Indenture, and
               no implied covenants or obligations shall be read into this
               Indenture against the Trustee; and

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

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

          (iii) the 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 Debentureholders pursuant to Section 5.6 relating to the time,
     method and place of conducting any proceeding for any remedy available to
     the Trustee, or exercising any trust or power conferred upon the Trustee
     under this Indenture with respect to the Debentures; and

          (iv) none of the provisions contained in this Indenture shall require
     the Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or powers, if there is reasonable ground for
     believing that the repayment of such funds or liability is not reasonably
     assured to it under the terms of this Indenture or adequate indemnity
     against such risk is not reasonably assured to it.

6.2 Notice of Defaults.

     Within 90 days after actual knowledge by a Responsible Officer of the
Trustee of the occurrence of any default hereunder with respect to any series of
Debentures, the Trustee shall transmit by mail to all holders of such
Debentures, as their names and addresses appear in the Debenture Register,
notice of such default, unless such default shall have been cured or waived;
provided, however, that, except in the case default in the payment of the
principal or interest (including any Additional Interest) on such Debentures,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of the
directors and/or Responsible Officers of the Trustee determines in good faith
that the withholding of such notice is in the interests of the holders of such
Debentures; and provided, further, that in the case of any default of the
character specified in Section 5.1(a)(iii), no such notice to holders of such
Debentures need be sent until at least 30 days after the occurrence thereof. For
the purposes of this Section 6.2, the term "default" means any event which is,
or after notice or lapse of time or both, would become, an Event of Default with
respect to a series of Debentures.

                                       30

6.3 Certain Rights of Trustee.

     Except as otherwise provided in Section 6.1:

     (a) The Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, security or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

     (b) Any request, direction, order or demand of the Company mentioned herein
shall be sufficiently evidenced by a Board Resolution or an instrument signed in
the name of the Company by its President or any Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
thereof (unless other evidence in respect thereof is specifically prescribed
herein);

     (c) The Trustee shall not be deemed to have knowledge of a default or an
Event of Default, other than an Event of Default specified in Section 5.1(a)(i)
or (ii), unless and until it receives written notification of such Event of
Default from the Company or by holders of at least 25% of the aggregate
principal amount of the series of Debentures to which the Event of Default
relates at the time Outstanding;

     (d) The Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted hereunder in
good faith and in reliance thereon;

     (e) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Debentureholders, pursuant to the provisions of this Indenture,
unless such Debentureholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that may be
incurred therein or thereby; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of Default (that
has not been cured or waived) to exercise with respect to the Debentures to
which the Event of Default relates such of the rights and powers vested in it by
this Indenture, and to use the same degree of care and skill in its exercise, as
a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs;

     (f) The Trustee shall not be liable for any action taken or omitted to be
taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

     (g) The 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, security, or
other papers or documents, unless requested in writing so to do by the holders
of not less than a majority in principal amount of the applicable series of the
Outstanding Debentures (determined as provided in Section 7.4); provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this

                                       31

Indenture, the Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to so proceeding. The reasonable expense
of every such examination shall be paid by the Company or, if paid by the
Trustee, shall be repaid by the Company upon demand; and

     (h) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

6.4 Trustee Not Responsible for Recitals, etc.

     (a) The Recitals contained herein and in the Debentures shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.

     (b) The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Debentures.

     (c) The Trustee shall not be accountable for the use or application by the
Company of any of the Debentures or of the proceeds of such Debentures, or for
the use or application of any moneys paid over by the Trustee in accordance with
any provision of this Indenture, or for the use or application of any moneys
received by any paying agent other than the Trustee.

6.5 May Hold Debentures.

     The Trustee or any paying agent or registrar for the Debentures, in its
individual or any other capacity, may become the owner or pledgee of Debentures
with the same rights it would have if it were not Trustee, paying agent or
Debenture Registrar.

6.6 Moneys Held in Trust.

     Subject to the provisions of Section 10.5, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

6.7 Compensation and Reimbursement.

     (a) The Company covenants and agrees to pay to the Trustee, and the Trustee
shall be entitled to, such reasonable compensation (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust), as the Company and the Trustee may from time to time agree in writing,
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and, except as otherwise expressly provided herein, the Company
shall pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of

                                       32

all Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence, bad faith or willful misconduct.
The Company also covenants to indemnify the Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any loss,
liability or expense incurred without negligence, bad faith or willful
misconduct on the part of the Trustee and arising out of or in connection with
the acceptance or administration of this trust, including the costs and expenses
of defending itself against any claim of liability in the premises.

     (b) The obligations of the Company under this Section 6.7 to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Debentures upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Debentures.

6.8 Reliance on Officers' Certificate.

     Except as otherwise provided in Section 6.1, whenever in the administration
of the provisions of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or suffering or
omitting to take any action hereunder, such matter (unless other evidence in
respect thereof be herein specifically prescribed) may, in the absence of
negligence, bad faith or willful misconduct on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers' Certificate
delivered to the Trustee and such certificate, in the absence of negligence, bad
faith or willful misconduct on the part of the Trustee, shall be full warrant to
the Trustee for any action taken, suffered or omitted to be taken by it under
the provisions of this Indenture upon the faith thereof.

6.9 Disqualification: Conflicting Interests.

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

6.10 Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee with respect to the Debentures issued
hereunder which shall at all times be a corporation organized and doing business
under the laws of the United States of America or any state or territory thereof
or of the District of Columbia, or a corporation or other Person permitted to
act as trustee by the Commission, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000, and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 6.10, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. The Company may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance

                                       33

with the provisions of this Section 6.10, the Trustee shall resign immediately
in the manner and with the effect specified in Section 6.11.

6.11 Resignation and Removal; Appointment of Successor.

     (a) The Trustee or any successor hereafter appointed, may at any time
resign by giving written notice thereof to the Company and by transmitting
notice of resignation by mail, first class postage prepaid, to the
Debentureholders, as their names and addresses appear upon the Debenture
Register. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee with respect to one or more series of Debentures by
written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to such
Debentures, or any Debentureholder who has been a bona fide holder of a
Debenture or Debentures of the applicable series for at least six months may,
subject to the provisions of Sections 6.9 and 6.10, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, appoint a successor trustee.

     (b) In case at any time any one of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
     6.9 after written request therefor by the Company or by any Debentureholder
     who has been a bona fide holder of a Debenture or Debentures of the
     applicable series for at least six months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 6.10 and shall fail to resign after written request
     therefor by the Company or by any such Debentureholder; or

          (iii) the Trustee shall become incapable of acting, or shall be
     adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy
     proceeding, or a receiver of the Trustee or of its property shall be
     appointed or consented to, or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation.

Then, in any such case, the Company may remove the Trustee with respect to all
Debentures of any series and appoint a successor trustee or trustees by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee or trustees, or, subject to the provisions of Sections 6.9
and 6.10, unless the Trustee's duty to resign is stayed as provided herein, any
Debentureholder who has been a bona fide holder of a Debenture or Debentures of
the applicable series for at least six months may, on behalf of that holder and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee or
trustees. Such court may thereupon after such notice, if

                                       34

any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee or trustees.

     (c) The holders of a majority in aggregate principal amount of the
Debentures of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company
and may appoint a successor Trustee with respect to such series with the consent
of the Company.

     (d) Any resignation or removal of the Trustee and appointment of a
successor trustee or trustees pursuant to any of the provisions of this Section
6.11 shall become effective upon acceptance of appointment by the successor
trustee or trustees as provided in Section 6.12.

     (e) Any successor trustee appointed pursuant to this Section 6.11 may be
appointed with respect to the Debentures of the applicable series, and at any
time there shall be only one Trustee with respect to the Debentures of any one
series.

6.12 Acceptance of Appointment by Successor.

     (a) In case of the appointment hereunder of a successor trustee, every
successor trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Company or the successor
trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor trustee all the rights,
powers, and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor trustee all property and money held by such retiring
Trustee hereunder.

     (b) If a successor trustee is appointed with respect to the Debentures of
one or more (but not all) series, the Company, the retiring trustee and each
successor trustee with respect to the Debentures of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring trustee with respect to the
Debentures of any series as to which the predecessor trustee is not retiring
shall continue to be vested in the predecessor trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trustee hereunder by more than one
trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such trustee.

     (c) Upon request of any successor trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor trustee all such rights, powers and trusts referred to in
paragraph (a) of this Section 6.12.

     (d) No successor trustee shall accept its appointment unless at the time of
such acceptance such successor trustee shall be qualified and eligible under
this Article VI.

                                       35

     (e) Upon acceptance of appointment by a successor trustee as provided in
this Section 6.12, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first class postage prepaid, to the Debentureholders
of the applicable series, as their names and addresses appear upon the Debenture
Register. If the Company fails to transmit such notice within ten days after
acceptance of appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the expense of the Company.

6.13 Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 6.9 and eligible under the provisions
of Section 6.10, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case any Debentures of any series shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Debentures of such series so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Debentures.

6.14 Preferential Collection of Claims Against the Company.

     The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.

                                  ARTICLE VII

                         CONCERNING THE DEBENTUREHOLDERS

7.1 Evidence of Action by Holders.

     (a) Whenever in this Indenture it is provided that the holders of a
majority or specified percentage in aggregate principal amount of any or all
series of Debentures may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the holders of such
majority or specified percentage have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Debentures in Person or by agent or proxy appointed in writing.

     (b) If the Company shall solicit from the Debentureholders of any series
any request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Debentureholders entitled to give such request, demand, authorization,
direction, notice, consent,

                                       36

waiver or other action, but the Company shall have no obligation to do so. If
such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other action may be given before or after the record
date, but only the Debentureholders of such series of record at the close of
business on the record date shall be deemed to be Debentureholders for the
purposes of determining whether Debentureholders of the requisite proportion of
Outstanding Debentures of such series have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Debentures of such series shall be
computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Debentureholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

7.2 Proof of Execution by Debentureholders.

     Subject to the provisions of Section 6.1, proof of the execution of any
instrument by a Debentureholder (such proof shall not require notarization) or
such Debentureholder's agent or proxy and proof of the holding by any Person of
any of the Debentures shall be sufficient if made in the following manner:

     (a) The fact and date of the execution by any such Person of any instrument
may be proved in any reasonable manner acceptable to the Trustee.

     (b) The ownership of Debentures shall be proved by the Debenture Register
of such Debentures or by a certificate of the Debenture Registrar thereof.

     (c) The Trustee may require such additional proof of any matter referred to
in this Section 7.2 as it shall deem necessary.

7.3 Who May Be Deemed Owners.

     Prior to the due presentment for registration of transfer of any Debenture,
the Company, the Trustee, any paying agent, any Authenticating Agent and any
Debenture Registrar may deem and treat the Person in whose name such Debenture
shall be registered upon the books of the Company as the absolute owner of such
Debenture (whether or not such Debenture shall be overdue and notwithstanding
any notice of ownership or writing thereon made by anyone other than the
Debenture Registrar) for the purpose of receiving payment of or on account of
the principal of and interest on such Debenture and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any Authenticating
Agent nor any Debenture Registrar shall be affected by any notice to the
contrary.

7.4 Certain Debentures Owned by Company Disregarded.

     In determining whether the holders of the requisite aggregate principal
amount of Debentures have concurred in any direction, consent or waiver under
this Indenture, the Debentures of the applicable series that are owned by the
Company or any other obligor on such Debentures or by any Person directly or
indirectly controlling or controlled by or under common control with the Company
or any other obligor on such series of Debentures shall be disregarded and
deemed not to be Outstanding for the purpose of any such determination, except
(i) that for the purpose of determining whether the Trustee shall be protected
in relying on any such direction, consent or waiver, only such Debentures that
the Trustee actually knows are so owned shall be so disregarded;

                                       37

and (ii) for purposes of this Section 7.4, the Trust shall be deemed not to be
controlled by the Company. The Debentures so owned that have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section 7.4,
if the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Debentures and that the pledgee is not a
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

7.5 Actions Binding on Future Debentureholders.

     At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.1, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Debentures of any
series specified in this Indenture in connection with such action, any holder of
a Debenture that is shown by the evidence to be included in the Debentures the
holders of which have consented to such action may, by filing written notice
with the Trustee, and upon proof of holding as provided in Section 7.2, revoke
such action so far as concerns such Debenture. Except as aforesaid any such
action taken by the holder of any Debenture shall be conclusive and binding upon
such holder and upon all future holders and owners of such Debenture, and of any
Debenture issued in exchange therefor, on registration of transfer thereof or in
place thereof, irrespective of whether or not any notation in regard thereto is
made upon such Debenture. Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Debentures of any series
specified in this Indenture in connection with such action shall be conclusively
binding upon the Company, the Trustee and the holders of all such Debentures.

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

8.1 Supplemental Indentures Without the Consent of Debentureholders.

     In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect), without the
consent of the Debentureholders, for one or more of the following purposes:

     (a) to cure any ambiguity, defect, or inconsistency herein, or in any
series of Debentures;

     (b) to comply with Article VII;

     (c) to provide for uncertificated Debentures in addition to or in place of
certificated Debentures;

     (d) to add to the covenants of the Company for the benefit of the holders
of all or any series of Debentures (and if such covenants are for the benefit of
less than all series of Debentures, stating that such covenants are expressly
being included for the benefit of such series) or to surrender any right or
power herein conferred upon the Company;

                                       38

     (e) to add to, delete from, or revise the conditions, limitations, and
restrictions on the authorized amount, terms, or purposes of issue,
authentication, and delivery of any series of Debentures, only as herein set
forth;

     (f) to make any change that does not adversely affect the rights of any
Debentureholder in any material respect;

     (g) to provide for the issuance of and establish the form and terms and
conditions of any series of Debentures as permitted by Sections 2.1 and 2.2, to
establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or any series of Debentures, or to add to the rights
of the holders of any series of Debentures;

     (h) to qualify or maintain the qualification of this Indenture under the
Trust Indenture Act; or

     (i) to evidence a consolidation or merger involving the Company as
permitted under Section 9.1.

The Trustee is hereby authorized to join with the Company in the execution of
any such supplemental indenture, and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.
Any supplemental indenture authorized by the provisions of this Section 8.1 may
be executed by the Company and the Trustee without the consent of the holders of
any of the Debentures at the time Outstanding, notwithstanding any of the
provisions of Section 8.2.

8.2 Supplemental Indentures with Consent of Debentureholders.

     With the consent (evidenced as provided in Section 7.1) of any series
(except as may otherwise be provided by the terms of any supplemental indenture
establishing such series in accordance with Section 2.2 hereof) of the holders
of not less than a majority in aggregate principal amount of the Debentures at
the time Outstanding of all series affected by such supplemental indenture
(voting as a class), the Company, when authorized by Board Resolutions, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner not
covered by Section 8.1 the rights of the holders of the Debentures of each
series so affected under this Indenture; provided, however, that no such
supplemental indenture shall without the consent of the holders of each
Debenture then Outstanding and affected thereby, (i) extend the fixed maturity
of any Debentures of any series (except as may otherwise be provided by the
terms of any supplemental indenture establishing such series in accordance with
Section 2.2 hereof), or reduce the rate or extend the time of payment of
interest thereon (except as may otherwise be provided by the terms of any
supplemental indenture establishing such series in accordance with Section 2.2
hereof), or reduce the principal amount thereof without the consent of the
holder of each Debenture so affected; or (ii) reduce the aforesaid percentage of
Debentures, the holders of which are required

                                       39

to consent to any such supplemental indenture; provided further, that if the
applicable Debentures are held by a Trust or a trustee of such Trust, such
supplemental indenture shall not be effective until the holders of a majority in
liquidation preference of Trust Securities of the related Trust shall have
consented to such supplemental indenture; provided further, that if the consent
of the holder of each Outstanding Debenture of any series is required, such
supplemental indenture shall not be effective until each holder of the Trust
Securities of the related Trust shall have consented to such supplemental
indenture. It shall not be necessary for the consent of the Debentureholders
affected thereby under this Section 8.2 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

8.3 Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture pursuant to the provisions
of this Article VIII, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of Debentures of all series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

8.4 Debentures Affected by Supplemental Indentures.

     Debentures affected by a supplemental indenture, authenticated and
delivered after the execution of such supplemental indenture pursuant to the
provisions of this Article VIII, may bear a notation in form approved by the
Company, provided such form meets the requirements of any exchange or automated
quotation system upon which the series of Debentures affected thereby may be
listed or quoted, as to any matter provided for in such supplemental indenture.
If the Company shall so determine, new Debentures so modified as to conform, in
the opinion of the Board of Directors of the Company, to any modification of
this Indenture contained in any such supplemental indenture may be prepared by
the Company, authenticated by the Trustee and delivered in exchange for the
Debentures then Outstanding.

8.5 Execution of Supplemental Indentures.

     (a) Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Debentureholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture. The Trustee, subject to the
provisions of Section 6.1, may receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article VIII
is authorized or permitted by, and conforms to, the terms of this Article VIII
and that it is proper for the Trustee under the provisions of this Article VIII
to join in the execution thereof.

                                       40

     (b) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.5, the
Trustee shall transmit by mail, first class postage prepaid, a notice, setting
forth in general terms the substance of such supplemental indenture, to the
Debentureholders of all series affected thereby as their names and addresses
appear upon the Debenture Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

                                   ARTICLE IX

                              SUCCESSOR CORPORATION

9.1 Company May Consolidate, etc.

     Nothing contained in this Indenture or in any of the Debentures shall
prevent any consolidation or merger of the Company with or into any other
corporation or corporations (whether or not affiliated with the Company, as the
case may be), or successive consolidations or mergers in which the Company, as
the case may be, or its successor or successors shall be a party or parties, or
shall prevent any sale, conveyance, transfer or other disposition of the
property of the Company, as the case may be, or its successor or successors as
an entirety, or substantially as an entirety, to any other corporation (whether
or not affiliated with the Company, as the case may be, or its successor or
successors) authorized to acquire and operate the same; provided, however, the
Company hereby covenants and agrees that, (i) upon any such consolidation,
merger, sale, conveyance, transfer or other disposition, the due and punctual
payment, in the case of the Company, of the principal of and interest on all of
the Debentures, according to their tenor and the due and punctual performance
and observance of all the covenants and conditions of this Indenture to be kept
or performed by the Company as the case may be, shall be expressly assumed, by
supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act, as then in effect) satisfactory in form to the Trustee executed
and delivered to the Trustee by the entity formed by such consolidation, or into
which the Company, as the case may be, shall have been merged, or by the entity
which shall have acquired such property, and the ultimate parent entity of such
successor entity expressly assumes the obligations of the Company under each of
the related Preferred Securities Guarantees, to the extent any Preferred
Securities are then Outstanding; (ii) in case the Company consolidates with or
merges into another Person or conveys or transfers its properties and assets
substantially as an entirety to any Person, the successor Person is organized
under the laws of the United States or any state or the District of Columbia;
and (iii) immediately after giving effect thereto, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing.

9.2 Successor Corporation Substituted.

     (a) In case of any such consolidation, merger, sale, conveyance, transfer
or other disposition and upon the assumption by the successor corporation, by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of, in the case of the Company, the due and punctual
payment of the principal of and interest on all of the Debentures Outstanding
and the due and punctual performance of all of the covenants and conditions of
this Indenture to be performed by the Company, as the case may be, such
successor

                                       41

corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named as the Company herein, and thereupon the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Debentures.

     (b) In case of any such consolidation, merger, sale, conveyance, transfer
or other disposition such changes in phraseology and form (but not in substance)
may be made in the Debentures thereafter to be issued as may be appropriate.

     (c) Nothing contained in this Indenture or in any of the Debentures shall
prevent the Company from merging into itself or acquiring by purchase or
otherwise all or any part of the property of any other Person (whether or not
affiliated with the Company).

9.3 Evidence of Consolidation, etc. to Trustee.

     The Trustee, subject to the provisions of Section 6.1, may receive an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or other disposition, and any such assumption, comply
with the provisions of this Article IX.

                                   ARTICLE X

                           SATISFACTION AND DISCHARGE

10.1 Satisfaction and Discharge of Indenture.

     If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Debentures theretofore authenticated (other than any Debentures
that shall have been destroyed, lost or stolen and that shall have been replaced
or paid as provided in Section 2.7) and all Debentures for whose payment money
or Governmental Obligations have theretofore been deposited in trust or
segregated and held in trust by the Company (and thereupon repaid to the Company
or discharged from such trust, as provided in Section 10.5); or (b) all such
Debentures not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit or cause to be deposited with the Trustee as trust funds
the entire amount in moneys or Governmental Obligations sufficient or a
combination thereof, sufficient in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Debentures
not theretofore delivered to the Trustee for cancellation, including principal
and interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company; then this Indenture shall
thereupon cease to be of further effect except for the provisions of Sections
2.3, 2.5, 2.7, 3.1, 3.2, 3.3, 6.6, 6.7 and 6.10, that shall survive until the
date of maturity or redemption date, as the case may be, and Sections 6.7 and
10.5, that shall survive to such date and thereafter, and the Trustee, on demand
of the Company and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture.

                                       42

10.2 Discharge of Obligations.

     If at any time all Debentures of any series not heretofore delivered to the
Trustee for cancellation or that have not become due and payable as described in
Section 10.1 shall have been paid by the Company by depositing irrevocably with
the Trustee as trust funds moneys or an amount of Governmental Obligations
sufficient in the opinion of a nationally recognized certified public accounting
firm to pay at maturity or upon redemption all Debentures of such series not
theretofore delivered to the Trustee for cancellation, including principal and
interest due or to become due to such date of maturity or date fixed for
redemption, as the case may be, and if the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then after the date such
moneys or Governmental Obligations, as the case may be, are deposited with the
Trustee, the obligations of the Company under this Indenture shall cease to be
of further effect except for the provisions of Sections 2.3, 2.5, 2.7, 3.1, 3.2,
3.3, 6.6, 6.7 and 10.5 hereof that shall survive until such Debentures shall
mature and be paid. Thereafter, Sections 6.7 and 10.5 shall survive.

10.3 Deposited Moneys to be Held in Trust.

     All monies or Governmental Obligations deposited with the Trustee pursuant
to Sections 10.1 or 10.2 shall be held in trust and shall be available for
payment as due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the applicable
Debentures for the payment or redemption of which such moneys or Governmental
Obligations have been deposited with the Trustee.

10.4 Payment of Monies Held by Paying Agents.

     In connection with the satisfaction and discharge of this Indenture, all
moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys or Governmental Obligations.

10.5 Repayment to Company.

     Any monies or Governmental Obligations deposited with any paying agent or
the Trustee, or then held by the Company in trust, for payment of principal of
or interest on any series of Debentures that are not applied but remain
unclaimed by the holders of such Debentures for at least two years after the
date upon which the principal of or interest on such Debentures shall have
respectively become due and payable, shall be repaid to the Company, as the case
may be, on December 31 of each year or (if then held by the Company) shall be
discharged from such trust; and thereupon the paying agent and the Trustee shall
be released from all further liability with respect to such moneys or
Governmental Obligations, and the holder of any of such Debentures entitled to
receive such payment shall thereafter, as an unsecured general creditor, look
only to the Company for the payment thereof.

                                       43

                                   ARTICLE XI

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

11.1 No Recourse.

     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Debentures, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Company or of any predecessor
or successor corporation, either directly or through the Company or any such
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors as such, of the Company or of
any predecessor or successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Debentures or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, stockholder, officer or director as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Debentures or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Debentures.

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

12.1 Effect on Successors and Assigns.

     All the covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of the Company shall bind its respective successors
and assigns, whether so expressed or not.

12.2 Actions by Successor.

     Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful sole successor of the Company.

12.3 Surrender of Company Powers.

     The Company by instrument in writing executed by appropriate authority of
its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the Company,

                                       44

and thereupon such power so surrendered shall terminate both as to the Company,
as the case may be, and as to any successor corporation.

12.4 Notices.

     Except as otherwise expressly provided herein any notice or demand that by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Debentures to or on the Company may be given
or served by being deposited first class postage prepaid in a post-office
letterbox addressed (until another address is filed in writing by the Company
with the Trustee), as follows: First Merchants Corporation, 200 East Jackson
Street, Post Office Box 792, Muncie, Indiana 47308, Attention: Larry R. Helms,
Esq., Senior Vice President & General Counsel. Any notice, election, request or
demand by the Company or any Debentureholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee.

12.5 Governing Law.

     This Indenture and each Debenture shall be deemed to be a contract made
under the internal laws of the State of Indiana and for all purposes shall be
construed in accordance with the laws of said State.

12.6 Treatment of Debentures as Debt.

     It is intended that the Debentures shall be treated as indebtedness and not
as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

12.7 Compliance Certificates and Opinions.

     (a) Upon any application or demand by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

     (b) Each certificate or opinion of the Company provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant in this Indenture shall include (1) a statement that the
Person making such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of such
Person, he has made such examination or investigation as, in the opinion of such
Person, is necessary to enable him 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 or not, in the opinion of such Person, such condition or covenant has

                                       45

been complied with; provided, however, that each such certificate shall comply
with the provisions of Section 314 of the Trust Indenture Act.

12.8 Payments on Business Days.

     In any case where the date of maturity of interest or principal of any
Debenture or the date of redemption of any Debenture shall not be a Business
Day, then payment of interest or principal may be made on the next succeeding
Business Day with the same force and effect as if made on the nominal date of
maturity or redemption, and no interest shall accrue for the period after such
nominal date, except that if such next succeeding Business Day falls in the next
succeeding calendar year, then such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

12.9 Conflict with Trust Indenture Act.

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.

12.10 Counterparts.

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

12.11 Severability.

     In case any one or more of the provisions contained in this Indenture or in
any series of Debentures shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Debentures,
but this Indenture and such Debentures shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

12.12 Assignment.

     The Company shall have the right at all times to assign any of its
respective rights or obligations under this Indenture to a direct or indirect
wholly owned Subsidiary of the Company, provided that, in the event of any such
assignment, the Company shall remain liable for all such obligations. Subject to
the foregoing, this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

12.13 Acknowledgment of Rights.

     The Company acknowledges that, with respect to any series of Debentures
held by a Trust or a trustee of such Trust, if the applicable Property Trustee
fails to enforce its rights under this Indenture as the holder of such
Debentures held as the assets of such Trust, any holder of the applicable
Preferred Securities may institute legal proceedings directly against the
Company to enforce such Property Trustee's rights under this Indenture without
first instituting any legal

                                       46

proceedings against such Property Trustee or any other person or entity.
Notwithstanding the foregoing, if an Event of Default with respect to a series
of Debentures has occurred and is continuing and such event is attributable to
the failure of the Company to pay interest or principal on such Debentures on
the date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), the Company acknowledges that a holder of
the applicable Preferred Securities may directly institute a proceeding for
enforcement of payment to such holder of the principal of or interest on such
Debentures having a principal amount equal to the aggregate liquidation amount
of such Preferred Securities of such holder on or after the respective due date
specified in such Debentures.

                                  ARTICLE XIII

                           SUBORDINATION OF DEBENTURES

13.1 Agreement to Subordinate.

     The Company covenants and agrees, and each holder of Debentures issued
hereunder by such holder's acceptance thereof likewise covenants and agrees,
that all Debentures shall be issued subject to the provisions of this Article
XIII; and each holder of a Debenture, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such
provisions. The payment by the Company of the principal of and interest on all
Debentures issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and junior in right of payment to the prior payment
in full of all Senior Debt, Subordinated Debt and Additional Senior Obligations
(collectively, "Senior Indebtedness") to the extent provided herein, whether
outstanding at the date of this Indenture or thereafter incurred. No provision
of this Article XIII shall prevent the occurrence of any default or Event of
Default hereunder.

13.2 Default on Senior Debt, Subordinated Debt or Additional Senior Obligations.

     In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness of the Company, or in the event that the maturity of any
Senior Indebtedness of the Company has been accelerated because of a default,
then, in either case, no payment shall be made by the Company with respect to
the principal (including redemption payments) of or interest on any series of
Debentures. In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee when such payment is prohibited by the preceding
sentence of this Section 13.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on the Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of Senior Indebtedness.

                                       47

13.3 Liquidation; Dissolution; Bankruptcy.

     (a) Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the principal or interest on any series of Debentures; and upon any
such dissolution or winding-up or liquidation or reorganization, any payment by
the Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the holders of any series of
Debentures or the Trustee would be entitled to receive from the Company, except
for the provisions of this Article XIII, shall be paid by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the holders of the applicable
Debentures or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness of the Company (pro rata to such
holders on the basis of the respective amounts of Senior Indebtedness held by
such holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the holders of any
series of Debentures or to the Trustee.

     (b) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Indebtedness of the
Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Indebtedness.

     (c) For purposes of this Article XIII, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XIII with
respect to the Debentures to the payment of all Senior Indebtedness of the
Company, as the case may be, that may at the time be outstanding, provided that
(i) such Senior Indebtedness is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment; and (ii) the rights of
the holders of such Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment. The consolidation of
the Company with,

                                       48

or the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article IX shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 13.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article IX.
Nothing in Section 13.2 or in this Section 13.3 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.7.

13.4 Subrogation.

     (a) Subject to the payment in full of all Senior Indebtedness of the
Company, the rights of the holders of each series of Debentures shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company, as the
case may be, applicable to such Senior Indebtedness until the principal of and
interest on the Debentures shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the holders of any
series of Debentures or the Trustee would be entitled except for the provisions
of this Article XIII, and no payment over pursuant to the provisions of this
Article XIII to or for the benefit of the holders of such Senior Indebtedness by
holders of any series of Debentures or the Trustee, shall, as between the
Company, its creditors other than holders of Senior Indebtedness of the Company,
and the holders of such Debentures, be deemed to be a payment by the Company to
or on account of such Senior Indebtedness. It is understood that the provisions
of this Article XIII are and are intended solely for the purposes of defining
the relative rights of the holders of the Debentures, on the one hand, and the
holders of such Senior Indebtedness on the other hand.

     (b) Nothing contained in this Article XIII or elsewhere in this Indenture
or in the Debentures is intended to or shall impair, as between the Company, its
creditors (other than the holders of Senior Indebtedness of the Company), and
the holders of each series of Debentures, the obligation of the Company, which
is absolute and unconditional, to pay to the holders of each series of
Debentures the principal of and interest on such Debentures as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the holders of each series of Debentures
and creditors of the Company, as the case may be, other than the holders of
Senior Indebtedness of the Company, as the case may be, nor shall anything
herein or therein prevent the Trustee or the holder of any Debenture from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article XIII of the
holders of such Senior Indebtedness in respect of cash, property or securities
of the Company, as the case may be, received upon the exercise of any such
remedy.

     (c) Upon any payment or distribution of assets of the Company referred to
in this Article XIII, the Trustee, subject to the provisions of Article VI, and
the holders of the Debentures shall be entitled to conclusively rely upon any
order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to

                                       49

the holders of the Debentures, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XIII.

13.5 Trustee to Effectuate Subordination.

     Each holder of Debentures by such holder's acceptance thereof authorizes
and directs the Trustee on such holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article XIII and appoints the Trustee such holder's attorney-in-fact for any and
all such purposes.

13.6 Notice by the Company.

     (a) The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of any series of
Debentures pursuant to the provisions of this Article XIII. Notwithstanding the
provisions of this Article XIII or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of monies to or by the Trustee in
respect of any series of Debentures pursuant to the provisions of this Article
XIII, unless and until a Responsible Officer of the Trustee shall have received
written notice thereof from the Company or a holder or holders of Senior
Indebtedness or from any trustee therefor; and before the receipt of any such
written notice, the Trustee, subject to the provisions of Section 6.1, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section 13.6 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Debenture), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.

     (b) The Trustee, subject to the provisions of Section 6.1, shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness of the Company
(or a trustee on behalf of such holder) to establish that such notice has been
given by a holder of such Senior Indebtedness or a trustee on behalf of any such
holder or holders. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of such Senior Indebtedness to participate in any payment or distribution
pursuant to this Article XIII, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XIII, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

                                       50

13.7 Rights of the Trustee; Holders of Senior Indebtedness.

     (a) The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XIII in respect of any Senior Indebtedness at
any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder. The Trustee's right to compensation and reimbursement
of expenses as set forth in Section 6.7 shall not be subject to the
subordination provisions of the Article XIII.

     (b) With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article XIII, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Section 6.1, the Trustee shall not be liable to any
holder of such Senior Indebtedness if it shall pay over or deliver to holders of
Debentures, the Company or any other Person money or assets to which any holder
of such Senior Indebtedness shall be entitled by virtue of this Article XIII or
otherwise.

13.8 Subordination May Not be Impaired.

     (a) No right of any present or future holder of any Senior Indebtedness of
the Company to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof that any such holder may
have or otherwise be charged with.

     (b) Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness of the Company may, at any time and from time
to time, without the consent of or notice to the Trustee or the holders of any
series of Debentures, without incurring responsibility to the holders of any
series of Debentures and without impairing or releasing the subordination
provided in this Article XIII or the obligations hereunder of the holders of any
series of Debentures to the holders of such Senior Indebtedness, do any one or
more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, such Senior Indebtedness, or
otherwise amend or supplement in any manner such Senior Indebtedness or any
instrument evidencing the same or any agreement under which such Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing such Senior Indebtedness;
(iii) release any Person liable in any manner for the collection of such Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company and any other Person.

                           [Signatures on next page.]

                                       51

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

FIRST MERCHANTS CORPORATION,
As Company

By:________________________________
Name:______________________________
Title:_____________________________

FIRST UNION COMPANY, NATIONAL ASSOCIATION,
As Trustee

By:________________________________
Name:______________________________
Title:_____________________________

                                       52

                                                                    EXHIBIT 4.11

                           FIRST MERCHANTS CORPORATION

                                       AND

                FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
                              AS INDENTURE TRUSTEE

                          FIRST SUPPLEMENTAL INDENTURE

             [____] % JUNIOR SUBORDINATED DEBENTURES DUE [________]

                           Dated as of [_____________]

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Article I DEFINITIONS..........................................................2
         1.1          Definitions of Terms.....................................2
Article II ISSUE, DESCRIPTION, TERMS, CONDITIONS, REGISTRATION AND
                      EXCHANGE OF THE DEBENTURES...............................5
         2.1          Designation and Principal Amount.........................5
         2.2          Maturity.................................................5
         2.3          Form and Payment.........................................5
         2.4          Interest.................................................6
Article III REDEMPTION OF DEBENTURES...........................................7
         3.1          Redemption...............................................7
         3.2          Special Event Redemption.................................7
         3.3          Optional Redemption by Company...........................7
         3.4          Notice of Redemption.....................................8
         3.5          Payment Upon Redemption..................................9
         3.6          No Sinking Fund.........................................10
Article IV EXTENSION OF INTEREST PAYMENT PERIOD...............................10
         4.1          Extension of Interest Payment Period....................10
         4.2          Notice of Extension.....................................10
         4.3          Limitation on Transactions..............................11
Article V PARTICULAR COVENANTS OF THE COMPANY.................................11
         5.1          Covenants as to Purchases...............................11
         5.2          Limitation on Additional Junior Indebtedness............12
Article VI EVENT OF DEFAULT...................................................13
         6.1          Additional Event of Default.............................13
Article VII FORM OF DEBENTURE AND ORIGINAL ISSUE..............................14
         7.1          Form of Debenture.......................................14
         7.2          Original Issue of Debentures............................14

                                       i

                          FIRST SUPPLEMENTAL INDENTURE

     FIRST SUPPLEMENTAL INDENTURE, dated as of [____________] (this "First
Supplemental Indenture") between First Merchants Corporation, an Indiana
corporation (the "Company") and First Union Trust Company, National Association
(the "Trustee") under the Indenture dated as of [________________] between the
Company and the Trustee (the "Indenture").

                                    RECITALS

     WHEREAS, the Company executed and delivered the Indenture to the Trustee to
provide for the future issuance of the Company's unsecured junior subordinated
debentures to be issued from time to time in one or more series as might be
determined by the Company under the Indenture, in an unlimited aggregate
principal amount which may be authenticated and delivered as provided in the
Indenture;

     WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of such debentures to be known as
its [____]% Junior Subordinated Debentures due [_______________] (the
"Debentures"), the form and substance of such Debentures and the terms,
provisions and conditions thereof to be set forth as provided in the Indenture
and this First Supplemental Indenture;

     WHEREAS, First Merchants Capital Trust [I/II/III], a Delaware statutory
business trust (the "Trust"), has offered to the public up to $[__________]
aggregate liquidation amount of its [______] Preferred Securities (the
"Preferred Securities") and proposes to invest the proceeds from such offering,
together with the proceeds of the issuance and sale by the Trust to the Company
of up to $[________] aggregate liquidation amount of its [___]% Common
Securities (the "Common Securities"), in up to $[___________] aggregate
principal amount of the Debentures;

     WHEREAS, the Company has requested that the Trustee execute and deliver
this First Supplemental Indenture;

     WHEREAS, all requirements necessary to make this First Supplemental
Indenture a valid instrument in accordance with its terms, and to make the
Debentures, when executed by the Company and authenticated and delivered by the
Trustee, the valid obligations of the Company, have been performed, and the
execution and delivery of this First Supplemental Indenture have been duly
authorized in all respects;

     WHEREAS, to provide the terms and conditions upon which the Debentures are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this First Supplemental Indenture; and

     WHEREAS, all things necessary to make this First Supplemental Indenture a
valid agreement of the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, in consideration of the premises and the purchase of the
Debentures by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of the Debentures:

                                   ARTICLE I

                                   DEFINITIONS

     1.1 Definitions of Terms.

     A term defined in the Indenture has the same meaning when used in this
First Supplemental Indenture and a term defined anywhere in this First
Supplemental Indenture has the same meaning throughout. A term defined in both
the Indenture and this First Supplemental Indenture has the meaning herein given
to it in this First Supplemental Indenture. Terms used herein shall include the
plural as well as the singular.

     "Accelerated Maturity Date" means if the Company elects to accelerate the
Maturity Date in accordance with Section 2.2(b), the date selected by the
Company which is prior to the Scheduled Maturity Date, but is after
[____________].

     "Additional Interest" shall have the meaning set forth in Section 2.4(c).

     "Additional Junior Indebtedness" means, without duplication, (A) any
indebtedness, liabilities or obligations of the Company, or any Affiliate of the
Company, under debt securities (or guarantees in respect of debt securities)
initially issued to any trust, or a trustee of a trust, partnership or other
entity affiliated with the Company that is, directly or indirectly, a finance
subsidiary (as such term is defined in Rule 3a-5 under the Investment Company
Act) or other financing vehicle of the Company or any Affiliate of the Company
in connection with the issuance by that entity of preferred securities or other
securities that are intended to qualify for Tier 1 capital treatment (or the
then equivalent thereof) for purposes of the capital adequacy guidelines of the
Federal Reserve, as then in effect and applicable to the Company, other than the
Debentures; provided, however, that the inability of the Company to treat all or
any portion of the Additional Junior Indebtedness as Tier 1 capital shall not
disqualify it as Additional Junior Indebtedness if such inability results from
the Company having cumulative preferred stock, minority interests in
consolidated subsidiaries, or any other class of security or interest which the
Federal Reserve now or may hereafter accord Tier 1 capital treatment (including
the Debentures) in excess of the amount which may qualify for treatment as Tier
1 capital under applicable capital adequacy guidelines of the Federal Reserve,
and (B) any indebtedness, liabilities or obligations of the Company, or any
Affiliate of the Company, that is junior or otherwise subordinate in right of
payment to Senior Indebtedness of the Company and that has a maturity or is
otherwise due and payable by the Company on a date twelve (12) months or more
after its date of original issuance, other than the Debentures.

     "Capital Treatment Event" means the receipt by the Company and the Trust of
an Opinion of Counsel, rendered by a law firm having a recognized national bank
regulatory practice, to the effect that, as a result of any amendment to, or
change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any political subdivision
thereof or therein, or as a result of any official or administrative
pronouncement or action or judicial decision interpreting or applying such laws
or regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of issuance of the Preferred
Securities under the Trust Agreement, there is more than an insubstantial risk
of impairment of the

                                       2

Company's ability to treat the Preferred Securities (or any substantial portion
thereof) as Tier 1 capital (or the then equivalent thereof), for purposes of the
capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Company; provided, however, that the Trust or the Company
shall have requested and received such an Opinion of Counsel with regard to such
matters within a reasonable period of time after the Trust or the Company shall
have become aware of the possible occurrence of any such event; provided,
however, that the inability of the Company to treat all or any portion of the
Liquidation Amount of the Preferred Securities as Tier 1 Capital shall not
constitute the basis for a Capital Treatment Event if such inability results
from the Company having cumulative preferred stock, minority interests in
consolidated subsidiaries, or any other class of security or interest which the
Federal Reserve now or may hereafter accord Tier 1 Capital treatment in excess
of the amount which may now or hereafter qualify for treatment as Tier 1 Capital
under applicable capital adequacy guidelines of the Federal Reserve as now or
hereafter in effect; provided, further, however, that the distribution of the
Debentures in connection with the dissolution of the Trust shall not in and of
itself constitute a Capital Treatment Event.

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

     "Compounded Interest" shall have the meaning set forth in Section 4.1.

     "Coupon Rate" shall have the meaning set forth in Section 2.4(a).

     "Deferred Interest" shall have the meaning set forth in Section 4.1.

     "Dissolution Event" means that as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Trust Agreement and the Debentures held by the Property Trustee are to be
distributed to the holders of the Trust Securities issued by the Trust pro rata
in accordance with the Trust Agreement.

     "Extended Interest Payment Period" shall have the meaning set forth in
Section 4.1.

     "Interest Payment Date" shall have the meaning set forth in Section 2.4(a).

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

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

                                       3

     "Maturity Date" means the date on which the Debentures mature and on which
the principal shall be due and payable together with all accrued and unpaid
interest thereon, including Compounded Interest and Additional Interest, if any.

     "Ministerial Action" shall have the meaning set forth in Section 3.2.

     "Property Trustee" has the meaning set forth in the Trust Agreement.

     "Redemption Price" shall have the meaning set forth in Section 3.2.

     "Scheduled Maturity Date" means [_______________].

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

     "Tax Event" means the receipt by the Company and the Trust of an Opinion of
Counsel, rendered by a law firm having a recognized national tax and securities
practice, to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of issuance of the Preferred
Securities under the Trust Agreement, there is more than an insubstantial risk
that (i) the Trust is, or shall be within 90 days after the date of such Opinion
of Counsel, subject to United States federal income tax with respect to income
received or accrued on the Debentures; (ii) interest payable by the Company on
the Debentures is not, or within 90 days after the date of such Opinion of
Counsel, shall not be, deductible by the Company, in whole or in part, for
United States federal income tax purposes; or (iii) the Trust is, or shall be
within 90 days after the date of such Opinion of Counsel, subject to more than a
de minimis amount of other taxes, duties, assessments or other governmental
charges; provided, however, that the Trust or the Company shall have requested
and received such an Opinion of Counsel with regard to such matters within a
reasonable period of time after the Trust or the Company shall have become aware
of the possible occurrence of any of the events described in clauses (i) through
(iii) above.

     "Trust Agreement" means the Amended and Restated Trust Agreement dated as
of [_____________________] among the Company, First Union Trust Company,
National Association, as Property Trustee and Delaware Trustee and the
administrative trustees named therein.

     "Trust Securities" means the Preferred Securities and the Common
Securities, collectively.

                                       4

                                   ARTICLE II

        ISSUE, DESCRIPTION, TERMS, CONDITIONS, REGISTRATION AND EXCHANGE
                                OF THE DEBENTURES

     2.1 Designation and Principal Amount.

     There is hereby authorized Debentures designated the [_____]% Junior
Subordinated Debentures due [_____] limited in aggregate principal amount to
$[____________] which amount shall be as set forth in any written order of the
Company for the authentication and delivery of Debentures pursuant to Section
2.2 of the Indenture.

     2.2 Maturity.

          (a)  The Maturity Date shall be either:

               (i) the Scheduled Maturity Date; or

               (ii) if the Company elects to accelerate the Maturity Date to be
          a date prior to the Scheduled Maturity Date in accordance with Section
          2.2(c), the Accelerated Maturity Date.

          (b) the Company may at any time before the day which is 90 days before
     the Scheduled Maturity Date and after [_______________] elect to shorten
     the Maturity Date only once to the Accelerated Maturity Date, provided that
     the Company has received the prior approval of the Federal Reserve if then
     required under applicable capital guidelines, policies or regulations of
     the Federal Reserve.

          (c) if the Company elects to accelerate the Maturity Date in
     accordance with Section 2.2(b), the Company shall give notice to the
     Trustee and the Trust (unless the Trust is not the holder of the
     Debentures, in which case the Trustee will give notice to the holders of
     the Debentures) of the acceleration of the Maturity Date and the
     Accelerated Maturity Date at least 30 days and no more than 180 days before
     the Accelerated Maturity Date; provided, however that nothing provided in
     this Section 2.2 shall limit the Company's rights, as provided in Article
     III hereof, to redeem all or a portion of the Debentures at such time or
     times on or after [______________________], as the Company may so
     determine, or at any time upon the occurrence of a Special Event.

     2.3 Form and Payment.

     The Debentures shall be issued in fully registered certificated form
without interest coupons. Principal and interest on the Debentures issued in
certificated form shall be payable, the transfer of such Debentures shall be
registrable and such Debentures shall be exchangeable for Debentures bearing
identical terms and provisions at the office or agency of the Trustee; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the holder at such address as shall appear in the Debenture
Register or by wire transfer to an account maintained

                                       5

by the holder as specified in the Debenture Register, provided that the holder
provides proper transfer instructions by the regular record date.
Notwithstanding the foregoing, so long as the holder of any Debentures is the
Property Trustee, the payment of principal of and interest (including Compounded
Interest and Additional Interest, if any) on such Debentures held by the
Property Trustee shall be made at such place and to such account as may be
designated by the Property Trustee.

     2.4 Interest.

          (a) Each Debenture shall bear interest at the rate of [____]% per
     annum (the "Coupon Rate") from the original date of issuance until the
     principal thereof becomes due and payable, and on any overdue principal and
     (to the extent that payment of such interest is enforceable under
     applicable law) on any overdue installment of interest at the Coupon Rate,
     compounded quarterly, payable quarterly in arrears on March 31, June 30,
     September 30 and December 31 of each year (each, an "Interest Payment
     Date"), commencing on [_________________] to the Person in whose name such
     Debenture or any Predecessor Debenture is registered, at the close of
     business on the regular record date for such interest installment, which
     shall be the fifteenth day of the last month of the calendar quarter.

          (b) The amount of interest payable for any period shall be computed on
     the basis of a 360-day year of twelve 30-day months. The amount of interest
     payable for any period shorter than a full quarterly period for which
     interest is computed, shall be computed on the basis of the number of days
     elapsed in a 360-day year of twelve 30-day months. In the event that any
     date on which interest is payable on the Debentures is not a Business Day,
     then payment of interest payable on such date shall be made on the next
     succeeding day which is a Business Day (and without any interest or other
     payment in respect of any such delay) , except that, if such Business Day
     is in the next succeeding calendar year, such payment shall be made on the
     immediately preceding Business Day (and without any reduction of interest
     or any other payment in respect of any such acceleration), in each case
     with the same force and effect as is made on the date such payment was
     originally payable.

          (c) If, at any time while the Property Trustee is the holder of any
     Debentures, the Trust or the Property Trustee is required to pay any taxes,
     duties, assessments or governmental charges of whatever nature (other than
     withholding taxes) imposed by the United States, or any other taxing
     authority, then, in any case, the Company shall pay as additional interest
     ("Additional Interest") on the Debentures held by the Property Trustee,
     such additional amounts as shall be required so that the net amounts
     received and retained by the Trust and the Property Trustee after paying
     such taxes, duties, assessments or other governmental charges shall be
     equal to the amounts the Trust and the Property Trustee would have received
     had no such taxes, duties, assessments or other government charges been
     imposed.

                                       6

                                  ARTICLE III

                            REDEMPTION OF DEBENTURES

     3.1 Redemption.

     Subject to the Company having received prior approval of the Federal
Reserve, if then required under the applicable capital guidelines, policies or
regulations of the Federal Reserve, the Company may redeem the Debentures issued
hereunder on and after the dates set forth in and in accordance with the terms
of this Article III.

     3.2 Special Event Redemption.

     Subject to the Company having received the prior approval of the Federal
Reserve, if then required under the applicable capital guidelines, policies or
regulations of the Federal Reserve, if a Special Event has occurred and is
continuing, then, notwithstanding Section 3.3(a) but subject to Section 3.3(b),
the Company shall have the right upon not less than 30 days' nor more than 60
days' notice to the holders of the Debentures to redeem the Debentures, in whole
but not in part, for cash within 180 days following the occurrence of such
Special Event (the "180-Day Period") at a redemption price equal to 100% of the
principal amount to be redeemed plus any accrued and unpaid interest thereon to
the date of such redemption (the "Redemption Price"), provided that if at the
time there is available to the Company the opportunity to eliminate, within the
180-Day Period, a Tax Event by taking some ministerial action (a "Ministerial
Action"), such as filing a form or making an election, or pursuing some other
similar reasonable measure which has no adverse effect on the Company, the Trust
or the holders of the Trust Securities issued by the Trust, the Company shall
pursue such Ministerial Action in lieu of redemption, and, provided further,
that the Company shall have no right to redeem the Debentures pursuant to this
Section 3.2 while it is pursuing any Ministerial Action pursuant to its
obligations hereunder, and, provided further, that, if it is determined that the
taking of a Ministerial Action would not eliminate the Tax Event within the 180
Day Period, the Company's right to redeem the Debentures pursuant to this
Section 3.2 shall be restored and it shall have no further obligations to pursue
the Ministerial Action. The Redemption Price shall be paid prior to 12:00 noon,
New York time, on the date of such redemption or such earlier time as the
Company determines, provided that the Company shall deposit with the Trustee an
amount sufficient to pay the Redemption Price by 10:00 a.m., New York time, on
the date such Redemption Price is to be paid.

     3.3 Optional Redemption by Company.

          (a) Subject to the provisions of Section 3.3(c), except as otherwise
     may be specified in this Indenture, the Company shall have the right to
     redeem the Debentures, in whole or in part, from time to time, on or after
     [_______________], at a Redemption Price equal to 100% of the principal
     amount to be redeemed plus any accrued and unpaid interest thereon to the
     date of such redemption. Any redemption pursuant to this Section 3.3(a)
     shall be made upon not less than 30 days' nor more than 60 days' notice to
     the holder of the Debentures, at the Redemption Price. If the Debentures
     are only partially redeemed pursuant to this Section 3.3(a), the Debentures
     shall be redeemed pro rata or by lot or in such other manner as the Trustee
     shall deem appropriate and fair in its discretion. The Redemption Price
     shall be paid prior to

                                       7

     12:00 noon, New York time, on the date of such redemption or at such
     earlier time as the Company determines provided that the Company shall
     deposit with the Trustee an amount sufficient to pay the Redemption Price
     by 10:00 a.m., New York time, on the date such Redemption Price is to be
     paid.

          (b) Subject to the provisions of Section 3.3(c), the Company shall
     have the right to redeem Debentures at any time and from time to time in a
     principal amount equal to the Liquidation Amount (as defined in the Trust
     Agreement) of any Preferred Securities purchased and beneficially owned by
     the Company, plus an additional principal amount of Debentures equal to the
     Liquidation Amount (as defined in the Trust Agreement) of that number of
     Common Securities that bears the same proportion to the total number of
     Common Securities then outstanding as the number of Preferred Securities to
     be redeemed bears to the total number of Preferred Securities then
     outstanding. Such Debentures shall be redeemed pursuant to this Section
     3.3(b) only in exchange for and upon surrender by the Company to the
     Property Trustee of the Preferred Securities and a proportionate amount of
     Common Securities, whereupon the Property Trustee shall cancel the
     Preferred Securities and Common Securities so surrendered and a Like Amount
     (as defined in the Trust Agreement) of Debentures shall be extinguished by
     the Trustee and shall no longer be deemed Outstanding.

          (c) If a partial redemption of the Debentures would result in the
     delisting of the Preferred Securities issued by the Trust from The Nasdaq
     National Market or any national securities exchange or other organization
     on which the Preferred Securities are then listed or quoted, the Company
     shall not be permitted to effect such partial redemption and may only
     redeem the Debentures in whole or in part to such extent as would not cause
     a delisting.

     3.4 Notice of Redemption.

          (a) Except in the case of a redemption pursuant to Section 3.3(b), in
     case the Company shall desire to exercise such right to redeem all or, as
     the case may be, a portion of the Debentures in accordance with the right
     reserved so to do, the Company shall, or shall cause the Trustee to upon
     receipt of 45 days' written notice from the Company (which notice shall, in
     the event of a partial redemption, include a representation to the effect
     that such partial redemption will not result in the delisting of the
     Preferred Securities as described in Section 3.3(c) above), give notice of
     such redemption to holders of the Debentures to be redeemed by mailing,
     first class postage prepaid, a notice of such redemption not less than 30
     days and not more than 60 days before the date fixed for redemption to such
     holders at their last addresses as they shall appear upon the Debenture
     Register unless a shorter period is specified in the Debentures to be
     redeemed. Any notice that is mailed in the manner herein provided shall be
     conclusively presumed to have been duly given, whether or not the
     registered holder receives the notice. In any case, failure duly to give
     such notice to the holder of any Debenture designated for redemption in
     whole or in part, or any defect in the notice, shall not affect the
     validity of the proceedings for the redemption of any other Debentures. In
     the case of any redemption of Debentures prior to the expiration of any
     restriction on such redemption provided in the terms of such Debentures or
     elsewhere herein or in the Indenture, the Company shall furnish the Trustee
     with an Officers' Certificate evidencing compliance with any such
     restriction. Each such notice of redemption shall specify the date fixed
     for redemption and the Redemption Price and shall state that payment of the
     Redemption Price shall be made at the Corporate Trust Office, upon

                                       8

     presentation and surrender of such Debentures, that interest accrued to the
     date fixed for redemption shall be paid as specified in said notice and
     that from and after said date interest shall cease to accrue. If less than
     all the Debentures are to be redeemed, the notice to the holders of the
     Debentures shall specify the particular Debentures to be redeemed. If the
     Debentures are to be redeemed in part only, the notice shall state the
     portion of the principal amount thereof to be redeemed and shall state that
     on and after the redemption date, upon surrender of such Debenture, a new
     Debenture or Debentures in principal amount equal to the unredeemed portion
     thereof shall be issued.

          (b) Except in the case of redemption pursuant to Section 3.3(b), if
     less than all the Debentures are to be redeemed, the Company shall give the
     Trustee at least 45 days' notice in advance of the date fixed for
     redemption as to the aggregate principal amount of Debentures to be
     redeemed, and thereupon the Trustee shall select, pro rata or by lot or in
     such other manner as it shall deem appropriate and fair in its discretion,
     the portion or portions (equal to $____ or any integral multiple thereof)
     of the Debentures to be redeemed and shall thereafter promptly notify the
     Company in writing of the numbers of the Debentures to be redeemed, in
     whole or in part. The Company may, if and whenever it shall so elect
     pursuant to the terms hereof, by delivery of instructions signed on its
     behalf by its Chairman, its President or any Vice President, its Chief
     Financial Officer, or its Treasurer, instruct the Trustee or any paying
     agent to call all or any part of the Debentures for redemption and to give
     notice of redemption in the manner set forth in this Section 3.4, such
     notice to be in the name of the Company or its own name as the Trustee or
     such paying agent may deem advisable. In any case in which notice of
     redemption is to be given by the Trustee or any such paying agent, the
     Company shall deliver or cause to be delivered to, or permit to remain
     with, the Trustee or such paying agent, as the case may be, such Debenture
     Register, transfer books or other records, or suitable copies or extracts
     therefrom, sufficient to enable the Trustee or such paying agent to give
     any notice by mail that may be required under the provisions of this
     Section 3.4.

     3.5 Payment Upon Redemption.

          (a) If the giving of notice of redemption shall have been completed as
     above provided, the Debentures or portions of Debentures to be redeemed
     specified in such notice shall become due and payable on the date and at
     the place stated in such notice at the applicable Redemption Price, and
     interest on such Debentures or portions of Debentures shall cease to accrue
     on and after the date fixed for redemption, unless the Company shall
     default in the payment of such Redemption Price with respect to any such
     Debenture or portion thereof. On presentation and surrender of such
     Debentures on or after the date fixed for redemption at the place of
     payment specified in the notice, said Debentures shall be paid and redeemed
     at the Redemption Price (but if the date fixed for redemption is an
     Interest Payment Date, the interest installment payable on such date shall
     be payable to the registered holder at the close of business on the
     applicable record date pursuant to Section 3.3).

          (b) Upon presentation of any Debenture that is to be redeemed in part
     only, the Company shall execute and the Trustee shall authenticate and the
     office or agency where the Debenture is presented shall deliver to the
     holder thereof, at the expense of the Company, a new Debenture of
     authorized denomination in principal amount equal to the unredeemed portion
     of the Debenture so presented.

                                       9

     3.6 No Sinking Fund.

     The Debentures are not entitled to the benefit of any sinking fund.

                                   ARTICLE IV

                      EXTENSION OF INTEREST PAYMENT PERIOD

     4.1 Extension of Interest Payment Period.

     The Company shall have the right, at any time and from time to time during
the term of the Debentures so long as no Event of Default has occurred and is
continuing, to defer payments of interest by extending the interest payment
period of such Debentures for a period not exceeding 20 consecutive quarters
(the "Extended Interest Payment Period"), during which Extended Interest Payment
Period no interest shall be due and payable; provided that no Extended Interest
Payment Period may extend beyond the Maturity Date or end on a date other than
an Interest Payment Date. To the extent permitted by applicable law, interest,
the payment of which has been deferred because of the extension of the interest
payment period pursuant to this Section 4.1, shall bear interest thereon at the
Coupon Rate compounded quarterly for each quarter of the Extended Interest
Payment Period ("Compounded Interest"). At the end of the Extended Interest
Payment Period, the Company shall calculate (and deliver such calculation to the
Trustee) and pay all interest accrued and unpaid on the Debentures, including
any Additional Interest and Compounded Interest (together, "Deferred Interest")
that shall be payable to the holders of the Debentures in whose names the
Debentures are registered in the Debenture Register on the first record date
after the end of the Extended Interest Payment Period. Before the termination of
any Extended Interest Payment Period, the Company may further extend such period
so long as no Event of Default has occurred and is continuing, provided that
such period together with all such further extensions thereof shall not exceed
20 consecutive quarters, or extend beyond the Maturity Date of the Debentures or
end on a date other than an Interest Payment Date. Upon the termination of any
Extended Interest Payment Period and upon the payment of all Deferred Interest
then due, the Company may commence a new Extended Interest Payment Period,
subject to the foregoing requirements. No interest shall be due and payable
during an Extended Interest Payment Period, except at the end thereof, but the
Company may prepay at any time all or any portion of the interest accrued during
an Extended Interest Payment Period.

     4.2 Notice of Extension.

          (a) If the Property Trustee is the only registered holder of the
     Debentures at the time the Company selects an Extended Interest Payment
     Period, the Company shall give written notice to the Administrative
     Trustees, the Property Trustee and the Trustee of its selection of such
     Extended Interest Payment Period two Business Days before the earlier of
     (i) the next succeeding date on which Distributions on the Trust Securities
     issued by the Trust are payable; or (ii) the date the Trust is required to
     give notice of the record date, or the date such Distributions are payable,
     to The Nasdaq National Market or other applicable self-regulatory

                                       10

     organization or to holders of the Preferred Securities issued by the Trust,
     but in any event at least one Business Day before such record date.

          (b) If the Property Trustee is not the only holder of the Debentures
     at the time the Company selects an Extended Interest Payment Period, the
     Company shall give the holders of the Debentures and the Trustee written
     notice of its selection of such Extended Interest Payment Period at least
     two Business Days before the earlier of (i) the next succeeding Interest
     Payment Date; or (ii) the date the Company is required to give notice of
     the record or payment date of such interest payment to The Nasdaq National
     Market or other applicable self-regulatory organization or to holders of
     the Debentures.

          (c) The quarter in which any notice is given pursuant to paragraphs
     (a) or (b) of this Section 4.2 shall be counted as one of the 20 quarters
     permitted in the maximum Extended Interest Payment Period permitted under
     Section 4.1.

     4.3 Limitation on Transactions.

     If (i) the Company shall exercise its right to defer payment of interest as
provided in Section 4.1, or (ii) there shall have occurred and be continuing any
Event of Default, then (a) the Company shall not declare or pay any dividend on,
make any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (A)
dividends or distributions in common stock of the Company, or any declaration of
a non-cash dividend in connection with the implementation of a shareholder
rights plan, or the issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto, (B) purchases of
common stock of the Company related to the rights under any of the Company's
benefit plans for its directors, officers or employees, or (C) as a result of a
reclassification of its capital stock for another class of its capital stock);
(b) the Company shall not make any payment of interest, principal or premium, if
any, or repay, repurchase or redeem any debt securities issued by the Company
which rank pari passu with or junior to the Debentures or make any guarantee
payment with respect to any guarantee by the Company of the debt securities of
any subsidiary of the Company if such guarantee ranks pari passu with or junior
to the Debentures; provided, however, that, notwithstanding the foregoing, the
Company may make payments pursuant to its obligations under the Preferred
Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire
less than all of the outstanding Debentures or any of the Preferred Securities.

                                   ARTICLE V

                       PARTICULAR COVENANTS OF THE COMPANY

     5.1 Covenants as to Purchases.

     Except upon the exercise by the Company of its right to redeem the
Debentures pursuant to Section 3.2 upon the occurrence and continuation of a
Special Event or pursuant to Section 3.3(b), prior to [______________], the
Company shall not purchase any Debentures, in whole or in part, from the Trust.

                                       11

     5.2 Limitation on Additional Junior Indebtedness.

     Anything in the Indenture to the contrary notwithstanding, the Company
shall not, and it shall not cause or permit any Affiliate of the Company to,
incur, issue or be obligated on any Additional Junior Indebtedness, either
directly or indirectly, by way of guarantee, suretyship or otherwise, other
than:

          (a) Additional Junior Indebtedness that, by its terms, is expressly
     stated to be junior and subordinate in all respects to the Debentures; or

          (b) Additional Junior Indebtedness that, by its terms, is expressly
     stated to be pari passu and rank equally in all respects with the
     Debentures; provided, however, that neither the Company nor any of its
     Affiliates shall incur, issue or otherwise become obligated on any
     Additional Junior Indebtedness pursuant to this Section 5.2(b) unless the
     quotient of "X" divided by "Y" is less than 0.60, where "X" and "Y" are
     calculated as described in Section 5.2(c) and 5.2(d), respectively.

          (c) As used in Section 5.2(b), "X" means the sum of the following:

               (i) the aggregate liquidation amount or principal amount, as the
          case may be, of the Debentures Outstanding at the time of the proposed
          issuance of such Additional Junior Indebtedness pursuant to Section
          5.2(b), plus

               (ii) the aggregate liquidation amount or principal amount, as the
          case may be, of any Additional Junior Indebtedness previously issued
          and outstanding at the time of the proposed issuance of such
          Additional Junior Indebtedness pursuant to Section 5.2(b), excluding
          any such Additional Junior Indebtedness that, by its terms, is
          expressly stated to be junior and subordinate in all respects to the
          Debentures, plus

               (iii) the aggregate liquidation amount or principal amount, as
          the case may be, of the Additional Junior Indebtedness proposed to be
          issued or otherwise incurred pursuant to Section 5.2(b), plus

               (iv) the principal amount of any Senior Indebtedness of the
          Company outstanding at the time of the proposed issuance of such
          Additional Junior Indebtedness pursuant to Section 5.2(b) and that has
          a maturity or is otherwise due and payable by the Company on a date
          twelve (12) months or more after the time of the proposed issuance of
          such Additional Junior Indebtedness pursuant to Section 5.2(b).

          (d) As used in Section 5.2(b), "Y" means the sum of the following: -

               (i) the sum of (y) the "common stockholders' equity" of the
          Company, plus (z) the "perpetual preferred stock" of the Company, each
          calculated on a consolidated basis and in accordance with Appendix A
          to Part 225 (Capital adequacy guidelines for bank-holding companies;
          risk-based measure) of Federal Reserve Regulation Y (12 CFR 225, as
          amended, as in effect at the date

                                       12

          of execution of this Indenture), without regard to limitations therein
          with respect to the inclusion of perpetual preferred stock (whether
          cumulative or noncumulative) in Tier 1 capital, determined as of the
          last day of the month immediately preceding the month during which the
          proposed issuance of the Additional Junior Indebtedness pursuant to
          Section 5.2(b) is scheduled to occur (provided, however, that in no
          event shall any portion of the Debentures, the Additional Junior
          Indebtedness or the Senior Indebtedness described in Section 5.2(c)
          also be included in "Y" under this Section 5.2(d)), plus

               (ii) any other preferred stock of the Company that does not
          otherwise qualify as "perpetual preferred stock" and is not included
          in clause (d)(i) above, plus

               (iii) the aggregate liquidation amount or principal amount, as
          the case may be, of any Additional Junior Indebtedness, which by its
          terms is expressly stated to be junior and subordinate in all respects
          to the Debentures and which was previously issued and outstanding at
          the time of the proposed issuance of such Additional Junior
          Indebtedness pursuant to Section 5.2(b).

          (e) Notwithstanding the foregoing, the limitations of this Section 5.2
     shall not in any way preclude the Company from merging with or into, or
     from acquiring or being acquired by, another Person (including by way of
     merger, stock purchase or acquisition of assets) that is not an Affiliate
     of the Company in an arm's length transaction entered into in good faith,
     even though the pro forma consolidated balance sheet of the surviving
     Person immediately following the consummation of such merger, or of the
     acquiror immediately following the completion of such acquisition
     transaction, may include Additional Junior Indebtedness in amounts in
     excess of amounts that would otherwise be permitted by this Section 5.2;
     provided, however, that thereafter the limitations on future incurrences of
     Additional Junior Indebtedness in this Section 5.2 shall continue to apply
     to the Company (in the event that it is the surviving corporation in such
     merger transaction or the acquiror in such acquisition transaction) and
     shall apply to the other Person (in the event that it is the surviving
     corporation in such merger transaction or the acquiror in such acquisition
     transaction) whether or not such other Person is expressly made a party
     hereto.

                                   ARTICLE VI

                                EVENT OF DEFAULT

     6.1 Additional Event of Default.

     In addition to the Events of Default events set forth in the Indenture, an
"Event of Default" with respect to the Debentures will be deemed to occur if the
Trust shall have voluntarily or involuntarily dissolved, wound-up its business
or otherwise terminated its existence except in connection with (i) the
distribution of Debentures to holders of Trust Securities in liquidation of

                                       13

their interests in the Trust; (ii) the redemption of all of the outstanding
Trust Securities of the Trust; or (iii) certain mergers, consolidations or
amalgamations, each as permitted by the Trust Agreement.

                                  ARTICLE VII

                      FORM OF DEBENTURE AND ORIGINAL ISSUE

     7.1 Form of Debenture.

     The Debenture and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the forms contained as Exhibit A to
this Indenture, attached hereto and incorporated herein by reference.

     7.2 Original Issue of Debentures.

     Debentures in the aggregate principal amount of $[____________] may, upon
execution of this Indenture, be executed by the Company and delivered to the
Trustee for authentication. If the Underwriters exercise their Option and there
is an Option Closing Date (as such terms are defined in the Underwriting
Agreement, dated [_______________], by and among the Company, the Trust and
Stifel, Nicolaus & Company, Incorporated as Representative of the several
Underwriters named therein) then, on such Option Closing Date, Debentures in the
additional aggregate principal amount of up to $[____________] may be executed
by the Company and delivered to the Trustee for authentication. The Trustee
shall thereupon authenticate and deliver said Debentures to or upon the written
order of the Company, signed by its President, or any Vice President and its
Chief Financial Officer or the Treasurer or an Assistant Treasurer, without any
further action by the Company.

                           [Signatures on next page.]

                                       14

     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the day and year first above written.

FIRST MERCHANTS CORPORATION

By:________________________________

Name:______________________________

Title:_____________________________

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,

As Trustee

By:________________________________

Name:______________________________

Title:_____________________________

                                       15

                                    EXHIBIT A

                           (FORM OF FACE OF DEBENTURE)

                           FIRST MERCHANTS CORPORATION

                      [____]% JUNIOR SUBORDINATED DEBENTURE

                              DUE [______________]

No. ___                                                             $___________

                                                        CUSIP No. ______________

     First Merchants Corporation, an Indiana corporation (the "Company," which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to, [_______________] or
registered assigns, the principal sum of __________________ ($___________) on
[______________] (the "Stated Maturity"), and to pay interest on said principal
sum from [_______________] or from the most recent interest payment date (each
such date, an "Interest Payment Date") to which interest has been paid or duly
provided for, quarterly (subject to deferral as set forth herein) in arrears on
the last day of March, June, September and December of each year commencing
[________________], at the rate of [____]% per annum until the principal hereof
shall have become due and payable, and on any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the same rate per
annum compounded quarterly. The amount of interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year of twelve 30-day
months. The amount of interest 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.
In the event that any date on which interest is payable on this Debenture is not
a business day, then payment of interest payable on such date shall be made on
the next succeeding day that is a business day (and without any interest or
other payment in respect of any such delay) except that, if such business day is
in the next succeeding calendar year, payment of such interest will be made on
the immediately preceding business day, in each case, with the same force and
effect as if made on such date. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date shall, as
provided in the Indenture, be paid to the person in whose name this Debenture
(or one or more Predecessor Debentures, as defined in said Indenture) is
registered at the close of business on the regular record date for such interest
installment, which shall be the close of business on the business day next
preceding such Interest Payment Date unless otherwise provided in the Indenture.
Any such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered holders on such regular record
date and may be paid to the Person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice thereof shall be fixed by the Trustee for the payment of such
defaulted interest, notice thereof shall be given to the registered holders of
the Debentures not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange or quotation system on or in which the
Debentures may be listed or quoted, and upon such

                                      A-1

notice as may be required by such exchange, all as more fully provided in the
Indenture. The principal of and the interest on this Debenture shall be payable
at the office or agency of the Trustee maintained for that purpose in any coin
or currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
shall be made at such place and to such account as may be designated by the
Trustee.

     The Stated Maturity may be shortened at any time by the Company to any date
not earlier than [_______________], subject to the Company having received prior
approval of the Federal Reserve if then required under applicable capital
guidelines, policies or regulations of the Federal Reserve.

     The indebtedness evidenced by this Debenture is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Indebtedness, and this Debenture is issued subject to the
provisions of the Indenture with respect thereto. Each holder of this Debenture,
by accepting the same, (a) agrees to and shall be bound by such provisions; (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided; and (c) appoints the Trustee his or her attorney-in-fact for any
and all such purposes. Each holder hereof, by his or her acceptance hereof,
hereby waives all notice of the acceptance of the subordination provisions
contained herein and in the Indenture by each holder of Senior Indebtedness,
whether now outstanding or hereafter incurred, and waives reliance by each such
holder upon said provisions.

     This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.

     The provisions of this Debenture are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.

                           [Signatures on next page.]

                                      A-2

     IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated    [___________________]

FIRST MERCHANTS CORPORATION

By:________________________________

Name:______________________________

Title:_____________________________

Attest:

By:________________________________

Name:______________________________

Title:_____________________________

                                      A-3

                     [FORM OF CERTIFICATE OF AUTHENTICATION]

                          CERTIFICATE OF AUTHENTICATION

     This is one of the Debentures described in the within-mentioned Indenture.

Dated:   __________, 20__

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee or Authentication Agent

By:________________________________

Name:______________________________

Title:_____________________________

                                      A-4

                         [FORM OF REVERSE OF DEBENTURE]

               [_______]% JUNIOR SUBORDINATED DEBENTURE DUE [____]

                                   (CONTINUED)

     This Debenture is one of the subordinated debentures of the Company (herein
sometimes referred to as the "Debentures"), all issued or to be issued under and
pursuant to an Indenture dated as of [______________] (the "Original Indenture")
duly executed and delivered between the Company and First Union Trust Company,
National Association, as Trustee (the "Trustee"), as supplemented by a First
Supplemental Indenture dated as of [____________] (the "Supplemental Indenture"
and, together with the Original Indenture, the "Indenture") duly executed and
delivered between the Company and First Union Trust Company, National
Association, as Trustee, to which Indenture reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Debentures. The Debentures are limited in aggregate principal amount as
specified in the Indenture.

     Because of the occurrence and continuation of a Special Event (as defined
in the Indenture), in certain circumstances, this Debenture may become due and
payable at the principal amount together with any interest accrued thereon (the
"Redemption Price"). The Redemption Price shall be paid prior to 12:00 noon,
Eastern Standard Time, on the date of such redemption or at such earlier time as
the Company determines. The Company shall have the right as set forth in the
Indenture to redeem this Debenture at the option of the Company, without premium
or penalty, in whole or in part at any time on or after [____________] (an
"Optional Redemption"), or at any time in certain circumstances upon the
occurrence of a Special Event, at a Redemption Price equal to 100% of the
principal amount hereof plus any accrued but unpaid interest hereon, to the date
of such redemption. Any redemption pursuant to this paragraph shall be made upon
not less than 30 days nor more than 60 days notice, at the Redemption Price. The
Redemption Price shall be paid at the time and in the manner provided therefor
in the Indenture. If the Debentures are only partially redeemed by the Company
pursuant to an Optional Redemption, the Debentures shall be redeemed pro rata or
by lot or by any other method utilized by the Trustee as described in the
Indenture.

     In the event of redemption of this Debenture in part only, a new Debenture
or Debentures for the unredeemed portion hereof shall be issued in the name of
the holder hereof upon the cancellation hereof.

     In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of all of the Debentures may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debentures at the time Outstanding (as defined in the
Indenture) to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Debentures; provided, however, that no such
supplemental indenture shall (i) extend

                                      A-5

the fixed maturity of the Debentures except as provided in the Indenture, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, without the consent of the holder of each Debenture
so affected; or (ii) reduce the aforesaid percentage of Debentures, the holders
of which are required to consent to any such supplemental indenture, without the
consent of the holders of each Debenture then Outstanding and affected thereby.
The Indenture also contains provisions permitting the holders of a majority in
aggregate principal amount of the Debentures at the time Outstanding, on behalf
of all of the holders of the Debentures, to waive any past default in the
performance of any of the covenants contained in the Indenture, or established
pursuant to the Indenture, and its consequences, except a default in the payment
of the principal of or interest on any of the Debentures. Any such consent or
waiver by the registered holder of this Debenture (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such holder and upon all
future holders and owners of this Debenture and of any Debenture issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.

     No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and interest on this Debenture
at the time and place and at the rate and in the money herein prescribed.

     Provided certain conditions are met, the Company shall have the right at
any time during the term of the Debentures and from time to time to extend the
interest payment period of such Debentures for up to 20 consecutive quarters
(each, an "Extended Interest Payment Period"), at the end of which period the
Company shall pay all interest then accrued and unpaid (together with interest
thereon at the rate specified for the Debentures to the extent that payment of
such interest is enforceable under applicable law). Before the termination of
any such Extended Interest Payment Period, so long as no Event of Default shall
have occurred and be continuing, the Company may further extend such Extended
Interest Payment Period, provided that such Extended Interest Payment Period
together with all such further extensions thereof shall not exceed 20
consecutive quarters, extend beyond the Stated Maturity or end on a date other
than an Interest Payment Date. At the termination of any such Extended Interest
Payment Period and upon the payment of all accrued and unpaid interest and any
additional amounts then due and subject to the foregoing conditions, the Company
may commence a new Extended Interest Payment Period.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register of the Company, upon surrender of this Debenture for
registration of transfer at the office or agency of the Trustee accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount shall be
issued to the designated transferee or transferees. No service charge shall be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

     Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, any paying agent and the Debenture Registrar may deem
and treat the registered holder

                                      A-6

hereof as the absolute owner hereof (whether or not this Debenture shall be
overdue and notwithstanding any notice of ownership or writing hereon made by
anyone other than the Debenture Registrar) for the purpose of receiving payment
of or on account of the principal hereof and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any paying agent nor
any Debenture Registrar shall be affected by any notice to the contrary.

     No recourse shall be had for the payment of the principal of or the
interest on this Debenture, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

     The Debentures are issuable only in registered form without coupons in
denominations of $[___] and any integral multiple thereof.

     All terms used in this Debenture that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                      A-7

                                                                     EXHIBIT 5.1

                     [Bingham Summers Welsh & Spilman, LLP]

                                December 21, 2001

Board of Directors
First Merchants Corporation
200 East Jackson Street
Muncie, Indiana 47305

          RE:  Registration Statement on Form S-3

Gentlemen:

     This opinion is delivered in connection with the Registration Statement on
Form S-3 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act") by First Merchants Corporation, an Indiana corporation (the
"Company"), and First Merchants Capital Trust I, First Merchants Capital Trust
II, and First Merchants Capital Trust III, each a business trust formed under
the Delaware Business Trust Act (each, a " Trust" and collectively, the
"Trusts") effecting the registration under the Act of up to an aggregate of
$70,000,000 of (a) junior subordinated debentures of the Company (the
"Debentures"), (b) preferred securities of the Trusts (the "Trust Preferred
Securities") and (c) guarantees by the Company of the Trust Preferred Securities
pursuant to a Preferred Securities Guarantee Agreement (the "Guarantee") to be
executed by the Company for the benefit of the holders of the Trust Preferred
Securities.

     In connection with the foregoing, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents and such other documentation as we have deemed important for the
purpose of rendering the opinions hereinafter expressed:

     (a)  The Registration Statement, together with attached exhibits including
          the following:

          (i)  The proposed form of Amended and Restated Trust Agreement
               covering the Trusts (the "Amended and Restated Trust Agreement");

First Merchants Corporation
December 21, 2001
Page 2

          (ii) The proposed form of Indenture covering the Debentures, as
               supplemented by the proposed form of First Supplemental Indenture
               (the "Indenture");

         (iii) The proposed form of the Guarantee;

     (b)  The Company's Articles of Incorporation and Code of Bylaws, as amended
          to date; and

     (c)  Corporate proceedings of the Company relating to the Registration
          Statement.

     For purposes of this opinion, we have examined the above documents and have
made such examination of Indiana law and the laws of the United States as we
have deemed necessary and appropriate; provided, however, we are qualified to
practice law only in the State of Indiana and we do not purport to be experts
on, or to express an opinion herein concerning, the law of any jurisdiction
other than the State of Indiana and the laws of the United States of general
application to transactions in the State of Indiana.

     We have relied upon the above documents as to matters of fact. In addition,
as to certain facts material to our opinion which we did not independently
establish or verify, we have relied upon certain corporate records and documents
of the Company certified as true and correct by the Secretary of the Company.
Other than as specifically set forth herein, it is understood that we have not
undertaken any independent investigation to determine the existence or absence
of such facts.

     We have assumed with respect to all documents examined by us the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to the originals of all documents submitted to
us as certified, conformed, photostatic or telefacsimile copies.

     Based solely on the foregoing examination, and subject to and relying on
the assumptions and other matters referred to above and subject to the
limitations and qualifications contained herein, we are of the opinion that,
when,:

     (a)  the Registration Statement has become effective under the Act;

     (b)  the Amended and Restated Trust Agreement has been duly authorized,
          executed and delivered;

     (c)  the Trust Preferred Securities have been duly authorized, issued,
          delivered and paid for in accordance with the Amended and Restated
          Trust Agreement;

     (d)  the Guarantee has been duly authorized, executed and delivered;

First Merchants Corporation
December 21, 2001
Page 3

     (e)  the Indenture has been duly authorized, executed and delivered; and

     (f)  the Debentures have been duly authorized, authenticated, issued,
          delivered and paid for as contemplated by the Indenture and the
          Registration Statement,

the Debentures and the Guarantee will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms, subject to (x) the effects, restrictions and limitations of any
applicable state and/or federal bankruptcy, insolvency, readjustment of debt,
receivership, fraudulent conveyance and equitable subordination, reorganization,
moratorium, equity of redemption, or similar laws now or hereafter in effect
governing, affecting or relating to the rights and remedies of creditors,
debtors or secured parties generally, (y) the effect of general principles of
equity and matters of public policy (regardless of whether such enforceability
is considered in a proceeding in equity or at law), and (z) the qualification
that the remedy of specific performance and injunctive or other forms of
equitable relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding may be brought.

     We understand that you have received an opinion regarding the Trusts and
the Trust Preferred Securities from Richards, Layton & Finger, P.A., special
Delaware counsel for the Trusts, in connection with the Registration Statement.
We are expressing no opinion with respect to the matters contained in such
opinion.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and any Prospectus Supplement under the caption "Legal
Opinions." In giving this consent, we do not thereby admit that we are "experts"
within the meaning of Section 11 of the Act, or that we come within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.

                                Very truly yours,

                                /s/ Bingham Summers Welsh & Spilman, LLP

                                                                     EXHIBIT 5.2

                        [Richards, Layton & Finger, P.A.]

                                December 21, 2001

First Merchants Corporation
200 East Jackson Street
Muncie, Indiana 47305

          Re:  First Merchants Capital Trust I, II and III

Ladies and Gentlemen:

     We have acted as special Delaware counsel for First Merchants Corporation,
an Indiana corporation (the "Company"), First Merchants Capital Trust I, a
Delaware business trust ("Trust I"), First Merchants Capital Trust II, a
Delaware business trust ("Trust II"), and First Merchants Capital Trust III, a
Delaware business trust ("Trust III") (Trust I, Trust II and Trust III are
hereinafter collectively referred to as the "Trusts" and sometimes hereinafter
individually referred to as a "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

     For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

     (a) The Certificate of Trust of Trust I, as filed with the office of the
Secretary of State of the State of Delaware (the "Secretary of State") on
December 12, 2001;

     (b) The Certificate of Trust of Trust II, as filed with the Secretary of
State on December 12, 2001;

     (c) The Certificate of Trust of Trust III, as filed with the Secretary of
State on December 12, 2001;

First Merchants Corporation
December 21, 2001
Page 2

     (d) The Trust Agreement of Trust I, dated as of December 12, 2001, among
the Company and the trustees named therein;

     (e) The Trust Agreement of Trust II, dated as of December 12, 2001, among
the Company and the trustees named therein;

     (f) The Trust Agreement of Trust III, dated as of December 12, 2001, among
the Company and the trustees named therein;

     (g) The Registration Statement (the "Registration Statement") on Form S-3,
including a preliminary prospectus (the "Prospectus") relating to the trust
preferred securities of the Trusts representing preferred undivided beneficial
interests in the assets of the Trusts (each, a "Preferred Security" and
collectively, the "Preferred Securities"), filed by the Company and the Trusts
with the Securities and Exchange Commission on December 21, 2001;

     (h) A form of Amended and Restated Trust Agreement for each of the Trusts,
to be entered into between the Company, the trustees of the Trust named therein,
and the holders, from time to time, of the undivided beneficial interests in the
assets of such Trust (collectively, the "Trust Agreements" and individually, a
"Trust Agreement"), attached as an exhibit to the Registration Statement; and

     (i) A Certificate of Good Standing for each of the Trusts, dated December
20, 2001, obtained from the Secretary of State.

     Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreements.

     For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (i) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (i) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

     With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

     For purposes of this opinion, we have assumed (i) that each of the Trust
Agreements will constitute the entire agreement among the parties thereto with
respect to the subject matter

First Merchants Corporation
December 21, 2001
Page 3

thereof, including with respect to the creation, operation and termination of
the applicable Trust, and that the Trust Agreements and the Certificates of
Trust will be in full force and effect and will not be amended, (ii) except to
the extent provided in paragraph 1 below, the due organization or due formation,
as the case may be, and valid existence in good standing of each party to the
documents examined by us under the laws of the jurisdiction governing its
organization or formation, (iii) the legal capacity of natural persons who are
parties to the documents examined by us, (iv) that each of the parties to the
documents examined by us has the power and authority to execute and deliver, and
to perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined by us,
(vi) the receipt by each Person to whom a Preferred Security is to be issued by
the Trusts (collectively, the "Preferred Security Holders") of a Preferred
Security Certificate for such Preferred Security and the payment for such
Preferred Security, in accordance with the Trust Agreements and the Registration
Statement, and (vii) that the Preferred Securities are authenticated, issued and
sold to the Preferred Security Holders in accordance with the Trust Agreements
and the Registration Statement. We have not participated in the preparation of
the Registration Statement or the Prospectus and assume no responsibility for
their contents.

     This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.

     Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

     1. Each of the Trusts has been duly created and is validly existing in good
standing as a business trust under the Business Trust Act.

     2. The Preferred Securities of each Trust will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the applicable
Trust.

     3. The Preferred Security Holders, as beneficial owners of the applicable
Trust, will 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. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

First Merchants Corporation
December 21, 2001
Page 4

     We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to the
use of our name under the heading "Legal Opinions" in the Prospectus. In giving
the foregoing consents, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.

                                          Very truly yours,

                                          /s/ Richards, Layton & Finger, P.A.

EAM

                                                                    EXHIBIT 12.1

           COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES

                                               Nine Months    Year       Year        Year       Year        Year
                                                  Ended       Ended      Ended       Ended      Ended       Ended
                                                  9/30        12/31      12/31       12/31      12/31       12/31
                                                  2001        2000       1999        1998       1997        1996
                                              ----------------------------------------------------------------------
                                                                                           
Pretax income                                    25,534      29,908      29,187      27,463      25,187      23,050
- --------------------------------------------------------------------------------------------------------------------
Fixed charges:
          Interest on Deposits                   43,691      49,607      38,539      39,873      37,370      33,449
          Other Interest                          7,874      10,939       8,359       4,592       4,022       3,685
- --------------------------------------------------------------------------------------------------------------------
Fixed charges including
interest on deposits                             51,565      60,546      46,898      44,465      41,392      37,134
- --------------------------------------------------------------------------------------------------------------------

Total earnings including interest on
deposits                                         77,099      90,454      76,085      71,928      66,579      60,184
- --------------------------------------------------------------------------------------------------------------------

Total earnings excluding interest on
deposits                                         33,408      40,847      37,546      32,055      29,209      26,735
- --------------------------------------------------------------------------------------------------------------------

Fixed charges excluding interest on
deposits                                          7,874      10,939       8,359       4,592       4,022       3,685
- --------------------------------------------------------------------------------------------------------------------

Ratio of Earnings on Combined
Fixed Charges:
- --------------------------------------------------------------------------------------------------------------------

Including interest on deposits                     1.50        1.49        1.62        1.62        1.61        1.62

Excluding interest on deposits                     4.24        3.73        4.49        6.98        7.26        7.26
- --------------------------------------------------------------------------------------------------------------------

                                                                    EXHIBIT 23.3

                         Consent of Independent Auditors

We consent to the incorporation by reference in this Registration Statement on
Form S-3 of First Merchants Corporation of our reports dated January 8, 1999 on
Jay Financial Corporation, and January 15, 1999 on Anderson Community Bank,
relating to the statements of income, changes in shareholders' equity and cash
flows of those organizations for the year ended December 31, 1998, included in
First Merchants Corporation's Annual Report on Form 10-K for the year ended
December 31, 2000, and of our report, dated January 25, 2001, on the
consolidated financial statements of Lafayette Bancorporation as of December 31,
2000 and 1999 and for each of the three years in the period ended December 31,
2000, included in First Merchants Corporation's Current Report on Form 8-K filed
December 21, 2001. We also consent to the reference to our firm appearing under
the heading "Experts" in the Prospectus.

CROWE, CHIZEK AND COMPANY LLP
December 21, 2001
Indianapolis, Indiana

                                                                    EXHIBIT 23.4

                         Consent of Independent Auditors

We consent to the incorporation by reference in this Registration Statement on
Form S-3 of First Merchants Corporation of our report, dated January 22, 2001,
except for note 19 as to which the date is February 8, 2001, on the consolidated
financial statements of First Merchants Corporation as of December 31, 2000 and
1999 and for each of the three years in the period ended December 31, 2000. We
also consent to the reference to our firm appearing under the heading "Experts"
in the Prospectus.

BKD, LLP
December 21, 2001
Indianapolis, Indiana