<PAGE>

      As filed with the Securities and Exchange Commission on June 4, 1998
             Registration Nos. 333-_____, 333-______ and 333-______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
<S>                                                <C>                             <C>

WSFS FINANCIAL CORPORATION                         Delaware                                  22-2866913
WSFS CAPITAL TRUST I                               Delaware                          [To Be Applied For]
WSFS CAPITAL TRUST II                              Delaware                          [To Be Applied For]
- ---------------------------------------------------------------------------------------------------------
(Exact name of each registrant as         (State or other jurisdiction of               (I.R.S. Employer
    specified in its charter)             incorporation or organization)              Identification No.)
</TABLE>



                  838 Market Street, Wilmington, Delaware 19899
                                 (302) 792-6000
 -------------------------------------------------------------------------------
 (Address, including zip code and telephone number, including area code of each
                of the registrants' principal executive offices)


                  Marvin N. Schoenhals, Chairman and President
                           WSFS Financial Corporation
                  838 Market Street, Wilmington, Delaware 19899
                                 (302) 792-6000
 -------------------------------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code,
                of agent for service for each of the registrants)

                                   Copies To:
                                   ----------
      Gary R. Bronstein, Esq.        
      James C. Stewart, Esq.                    Vincent J. Pisano, Esq.
Housley Kantarian & Bronstein, P.C.    Skadden, Arps, Slate, Meagher & Flom, LLP
 1220 19th Street, N.W., Suite 700                 919 Third Avenue
       Washington, DC  20036                      New York, NY 10022
          (202) 822-9611                            (212) 735-3000

        Approximate date of commencement of proposed sale to the public:
     From time to time after this registration statement becomes effective.

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 of 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 effective
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,
please check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================================
      Title of Each                               Amount       Proposed Maximum       Proposed Maximum      Amount of
   Class of Securities                             to be        Offering Price            Aggregate       Registration
    to be Registered                            Registered       Per Unit (1)        Offering Price (1)        Fee
- --------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>              <C>                    <C>                <C>
Trust Preferred Securities of WSFS
Capital Trust I and WSFS Capital Trust II         75,000           $1,000.00              $75,000,000        $ 22,125
- ---------------------------------------------------------------------------------------------------------------------------
Junior Subordinated Deferrable Interest
Debentures of WSFS Financial Corporation (2)     $  --             $   --                 $    --
- ---------------------------------------------------------------------------------------------------------------------------
WSFS Financial Corporation Guarantee with
respect to Trust Preferred Securities (3)           N/A                N/A                     N/A               
- ---------------------------------------------------------------------------------------------------------------------------
Total (4)                                                                                 $75,000,000        $ 22,125
===========================================================================================================================
                                                                                              (Footnotes on Following Page)
</TABLE>



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 Registrant Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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



<PAGE>

- --------------
(1) Estimated solely to calculate the registration fee pursuant to Rule 457(a).
(2) The Junior Subordinated Deferrable Interest Debentures will be purchased by
    WSFS Capital Trust I and WSFS Capital Trust II with the proceeds of the sale
    of the Trust Preferred Securities. Such securities may be distributed
    without additional consideration to holders of the Trust Preferred
    Securities upon any dissolution of WSFS Capital Trust I or WSFS Capital
    Trust II.
(3) No separate consideration will be received for the WSFS Financial
    Corporation Guarantee.
(4) This Registration Statement is deemed to cover the Junior Subordinated
    Deferrable Interest Debentures of WSFS Financial Corporation under the
    Indenture, the rights of holders of Preferred Securities of WSFS Capital
    Trust I and WSFS Capital Trust II under the Trust Agreements, the rights of
    holders of the Trust Preferred Securities under the Guarantee and the
    Expense Agreement, which taken together, fully, irrevocably and
    unconditional guarantee all of the respective obligations of WSFS Capital
    Trust I and WSFS Capital Trust II under the Trust Preferred Securities.



<PAGE>


                  Subject to completion dated ________ __, 1998
PROSPECTUS

                                   $75,000,000
               JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
                           WSFS FINANCIAL CORPORATION

                              WSFS CAPITAL TRUST I
                              WSFS CAPITAL TRUST II
                           TRUST PREFERRED SECURITIES
                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                                       by
                           WSFS FINANCIAL CORPORATION

         WSFS Financial Corporation, a Delaware corporation (the "Company"), may
from time to time offer in one or more series or issuances its junior
subordinated deferrable interest debentures (the "Junior Subordinated
Debentures"). The Junior Subordinated Debentures will be unsecured and
subordinate and junior in right of payment to certain other indebtedness of the
Company. If provided in an accompanying Prospectus Supplement, the Company will
have the right to defer payments of interest on any series of Junior
Subordinated Debentures by extending the interest payment period thereon at any
time or from time to time for such number of consecutive interest payment
periods (which shall not extend beyond the Stated Maturity (as defined herein)
of the Junior Subordinated Debentures) with respect to each deferral period as
may be specified in such Prospectus Supplement (each, an "Extension Period").
See "Description of Junior Subordinated Debentures--Option to Defer Interest
Payment."

         WSFS Capital Trust I and WSFS Capital Trust II, each a trust created
under the laws of the State of Delaware (each, an "Issuer" and collectively, the
"Issuers"), may offer, from time to time, Trust Preferred Securities (the "Trust
Preferred Securities") representing beneficial ownership interests in such
Issuer. The Company will be the owner of the common securities (the "Common
Securities" and, together with the Trust Preferred Securities, the "Trust
Securities") representing common beneficial ownership interests in the Issuer.
The payment of periodic cash distributions ("Distributions") with respect to the
Trust Preferred Securities of each Issuer and payments on liquidation or
redemption with respect to such Trust Preferred Securities, in each case out of
funds held by such Issuer, are each irrevocably guaranteed by the Company to the
extent described herein (each, a "Guarantee"). See "Descriptions of Guarantees."
The obligations of the Company under each Guarantee will be subordinate and
junior in right of payment to all Senior and Subordinated Debt (as defined
herein) of the Company. Concurrently with the issuance by an Issuer of its Trust
Preferred Securities, such Issuer will invest the proceeds thereof and any
contributions made in respect of the Common Securities in a corresponding series
of the Company's Junior Subordinated Debentures (the "Corresponding Junior
Subordinated Debentures") with terms corresponding to the terms of that Issuer's
Trust Preferred Securities (the "Related Trust Preferred Securities"). The
Corresponding Junior Subordinated Debentures will be the sole assets of each
Issuer, and payments under the Corresponding Junior Subordinated Debentures and
the related Expense Agreement (as defined herein) will be the only revenue of
each Issuer. Unless otherwise specified in the applicable Prospectus Supplement,
the Company may, upon receipt of approval of the Board of Governors of the
Federal Reserve System (the "Federal Reserve") (if such approval is then
required under the applicable capital guidelines or policies of the Federal
Reserve), redeem the Corresponding Junior Subordinated Debentures (and thereby
cause the redemption of the Trust Securities) or may terminate each Issuer and,
after satisfaction of liabilities to the creditors of each respective Issuer as
required by applicable law, cause the Corresponding Junior Subordinated
Debentures to be distributed to the holders of Trust Preferred Securities in
exchange therefor upon liquidation of their interests in such Issuer. See
"Description of Trust Preferred Securities -- Liquidation Distribution Upon
Dissolution."
                                                   (continued on following page)

     THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR DEPOSITS AND
          ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
                   ANY OTHER GOVERNMENTAL AGENCY OR OTHERWISE.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
         THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
               PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
                   RELATES. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

                The date of this Prospectus is ________ __, 1998



<PAGE>



(continued from previous page)

         Holders of the Trust Preferred Securities will be entitled to receive
preferential cumulative cash Distributions accumulating from the date of
original issuance and payable periodically as specified in an accompanying
Prospectus Supplement. If provided in the accompanying Prospectus Supplement,
the Company will have the right to defer payments of interest on any series of
Corresponding Junior Subordinated Debentures by extending the interest payment
period thereon at any time or from time to time for one or more Extension
Periods (which shall not extend beyond the Stated Maturity of the Corresponding
Junior Subordinated Debentures). If interest payments are so deferred,
Distributions on the Related Trust Preferred Securities will also be deferred
and the Company will not be permitted, subject to certain exceptions set forth
herein, to declare or pay any cash distributions with respect to the Company's
capital stock or debt securities that rank pari passu with or junior to the
Corresponding Junior Subordinated Debentures. See "Description of Junior
Subordinated Debentures -- Option to Defer Interest Payments." During an
Extension Period, Distributions will continue to accumulate (and the Trust
Preferred Securities will accumulate additional Distributions thereon at the
rate per annum set forth in the related Prospectus Supplement). See "Description
of Trust Preferred Securities -- Distributions."

         The Company has, through the related Guarantee, the related Guarantee
Agreement, the related Trust Agreement, the Indenture and the Expense Agreement
(each as defined herein), taken together, fully, irrevocably and unconditionally
guaranteed all of the Issuer's obligations under the Trust Preferred Securities.
See "Relationship Among the Trust Preferred Securities, the Junior Subordinated
Debentures and the Guarantees." The Guarantee of the Company guarantees the
payment of Distributions and payments on liquidation or redemption of the Trust
Preferred Securities, but only in each case to the extent of funds held by the
respective Issuer, as described herein. See "Description of Guarantees." If the
Company does not make interest payments on the Junior Subordinated Debentures
held by the Issuer, the Issuer will have insufficient funds to pay
Distributions. The Guarantee does not cover payment of Distributions when the
Issuer has insufficient funds to pay such Distributions. In such event, a holder
of Trust Preferred Securities may institute a legal proceeding directly against
the Company pursuant to the terms of the Indenture to enforce payment of amounts
equal to such Distributions to such holder. See "Description of Junior
Subordinated Debentures -- Enforcement of Certain Rights by Holders of Trust
Preferred Securities." The obligations of the Company under the Guarantee and
the Junior Subordinated Debentures are subordinate and junior in right of
payment to all Senior and Subordinated Debt of the Company.

         The Trust Preferred Securities and the Junior Subordinated Debentures
may be offered in amounts, at prices and on terms to be determined at the time
of offering; provided, however, the aggregate initial public offering price of
all the Trust Preferred Securities and the Junior Subordinated Debentures issued
pursuant to the Registration Statement of which this Prospectus forms a part
shall not exceed $75,000,000. Certain specific terms of the Trust Preferred
Securities and the Junior Subordinated Debentures in respect of which this
Prospectus is being delivered will be described in the applicable Prospectus
Supplement, including without limitation and where applicable and to the extent
not set forth herein, (a) in the case of the Trust Preferred Securities,
specific title, aggregate stated liquidation amount (the "Liquidation Amount"),
number of securities, the rate or method of calculating the rate of cumulative
cash Distributions, Distribution payment dates, applicable Distribution deferral
terms, if any, place or places where Distributions will be payable, any terms of
redemption, exchange, initial offering or purchase price, methods of
distribution and any other special terms, and (b) in the case of the Junior
Subordinated Debentures, the specific designation, aggregate principal amount,
denominations, Stated Maturity (including any provisions for the shortening
thereof), interest payment dates, interest rate (which may be fixed or variable)
or method of calculating interest, if any, applicable Extension Period or
interest deferral terms, if any, place or places where principal, premium, if
any, and interest, if any, will be payable, any terms of redemption, any sinking
fund provisions, terms for any conversion or exchange into other securities,
initial offering or purchase price, methods of distribution and any other
special terms.

         The Trust Preferred Securities and the Junior Subordinated Debentures
may be sold to or through underwriters, through dealers, remarketing firms or
agents or directly to purchasers. See "Plan of Distribution." The names of any
underwriters, dealers, remarketing firms or agents involved in the sale of the
Trust Preferred Securities or the Junior Subordinated Debentures in respect of
which this Prospectus is being delivered and any applicable fee, commission or
discount arrangements with them will be set forth in a Prospectus Supplement.
The Prospectus Supplement will state whether the Trust Preferred Securities or
the Junior Subordinated Debentures will be listed on any national securities
exchange or automated quotation system. If the Trust Preferred Securities or the
Junior Subordinated Debentures are not listed on any national securities
exchange or automated quotation system, there can be no assurance that there
will be a secondary market for the Trust Preferred Securities or the Junior
Subordinated Debentures.

         This Prospectus may not be used to consummate sales of the Trust
Preferred Securities or the Junior Subordinated Debentures unless accompanied by
a Prospectus Supplement.



<PAGE>
                              AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Copies of reports, proxy statements
and other information filed by the Company with the Commission may be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following regional offices of the Commission: Citicorp Center, 500 West
Madison, Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material also can be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Reports, proxy statements and other
information that have been filed electronically with the Commission may also be
obtained from the Commission's Website, the address of which is
http://www.sec.gov. In addition, such reports, proxy statements and other
information may be inspected at the offices of The Nasdaq Stock Market, 1735 K
Street, N.W., Washington, D.C. 20006.

         No separate financial statements of either of the Issuers have been
included herein. The Company and the Issuers do not consider that such financial
statements would be material to holders of the Trust Preferred Securities
because each of the Issuers is a newly formed special purpose entity, has no
operating history or independent operations and is not engaged in and does not
propose to engage in any activity other than issuing the Trust Securities, and
investing the proceeds therefrom in Junior Subordinated Debentures and
activities incidental thereto. See "The Company," "The Issuers," "Description of
Trust Preferred Securities," "Description of Junior Subordinated Debentures" and
"Description of Guarantees."

         The Company and the Issuers have filed with the Commission a combined
registration statement on Form S-3 (herein, together with all exhibits and
amendments thereto, called the "Registration Statement") under the Securities
Act of 1933, as amended, with respect to the Trust Preferred Securities, the
Guarantee and the Junior Subordinated Debentures. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the Registration
Statement. Copies of the Registration Statement, including any amendments and
exhibits thereto, can be inspected and copied at the offices of the Commission
as set forth above. Statements contained in this Prospectus as to the contents
of any contract or any other document are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents of the Company which have been previously filed
with the Commission are hereby incorporated by reference in this Prospectus:

         (a) the Company's Annual Report on Form 10-K for the Fiscal Year Ended
December 31, 1997;

         (b) the Company's Quarterly Report on Form 10-Q for the Quarter Ended
March 31, 1998; and

         (c) the Company's Current Report on Form 8-K dated April 23, 1998.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of any offering of securities made by this Prospectus shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the respective dates of filing such documents. Any statement
contained herein or in a document all or part of which is incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement

                                       1

<PAGE>

contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

         The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Requests for such copies should be directed to WSFS
Financial Corporation, Corporate Secretary, 838 Market Street, Wilmington,
Delaware 19801, telephone number (302) 792-6000.


                                   THE COMPANY

         The Company is a savings and loan holding company headquartered in
Wilmington, Delaware. Substantially all of the Company's assets are held by its
subsidiary, Wilmington Savings Fund Society, Federal Savings Bank (the "Bank").
The long term goal of the Company is to be a high-performing, customer-centered
financial services company focused on its core savings bank business in
Delaware, while developing unique, profitable niches in complementary businesses
which may operate outside the Bank's market area.

         Founded in 1832, the Bank is one of the oldest financial institutions
in the country. It has operated under the same name and charter serving the
residents of Delaware for over 165 years. The Bank is the largest thrift
institution headquartered in Delaware and is the fourth largest financial
institution in the state on the basis of deposits traditionally garnered
in-market. The Company's market area is the Mid-Atlantic region of the United
States, characterized by a diversified manufacturing and service economy.
Banking operations are conducted from 17 retail banking offices in Northern
Delaware and Southeastern Pennsylvania. An additional nine locations are
scheduled to open over the next 24 months. The Bank provides cash management
services as well as residential real estate, commercial real estate and
commercial and consumer lending services, funding these activities primarily by
attracting retail deposits and borrowings. Deposits are insured by the Bank
Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation ("FDIC").

         Other operating subsidiaries of the Bank include WSFS Credit
Corporation, engaged primarily in motor vehicle leasing; 838 Investment Group,
Inc., which markets insurance products and securities; and Community Credit
Corporation, a consumer finance company specializing in consumer loans secured
by first and second mortgages.

         The Company's principal executive offices are located at 838 Market
Street, Wilmington, Delaware 19801, and its telephone number is (302) 792-6000.


                                   THE ISSUERS

         Each Issuer is a statutory business trust created under Delaware law
pursuant to (i) a trust agreement executed by the Company, as Depositor,
Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as
Property Trustee, and the Administrative Trustees, as named therein, of the
Issuer and (ii) the filing of a certificate of trust with the Delaware Secretary
of State on May 28, 1998. Each trust agreement will be amended and restated in
its entirety (each, as so amended and restated a "Trust Agreement")
substantially in the form filed as an exhibit to the Registration Statement of
which this Prospectus forms a part. Each Trust Agreement will be qualified as an
indenture under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). Each Issuer exists for the exclusive purposes of (i) issuing
and selling its Trust Securities, (ii) using the proceeds from the sale of such
Trust Securities to acquire a corresponding series of Corresponding Junior
Subordinated Debentures issued by the Company, and (iii) engaging in only those
other activities which are necessary, convenient or incidental thereto.
Accordingly, the Corresponding

                                       2

<PAGE>

Junior Subordinated Debentures will be the sole assets of each Issuer, and
payments under the Corresponding Junior Subordinated Debentures and the Expense
Agreement will be the sole revenue of each Issuer.

         All of the Common Securities of each Issuer will be owned by the
Company. The Common Securities of an Issuer will rank pari passu, and payments
will be made thereon pro rata, with the Trust Preferred Securities of such
Issuer, except that upon the occurrence and continuance of an event of default
under a Trust Agreement resulting from an event of default under the Indenture,
the rights of the Company as holder of the Common Securities to payment in
respect of Distributions and payments upon liquidation or redemption will be
subordinated to the rights of the holders of the Trust Preferred Securities of
such Issuer. See "Description of Trust Preferred Securities -- Subordination of
Common Securities." The Company will acquire Common Securities in an aggregate
Liquidation Amount equal to not less than 3% of the total capital of each
Issuer.

         Unless otherwise specified in the Prospectus Supplement, each Issuer
has a term of approximately 55 years, but may terminate earlier as provided in
the Trust Agreement. Each Issuer's business and affairs are conducted by its
trustees, each appointed by the Company as holder of the Common Securities.
Wilmington Trust Company, as Property Trustee, will act as sole trustee under
each Trust Agreement for purposes of compliance with the Trust Indenture Act.
Wilmington Trust Company will also act as trustee under the Guarantees and the
Indenture. See "Description of Guarantees" and "Description of Junior
Subordinated Debentures." The holder of the Common Securities of an Issuer, or
the holders of a majority in Liquidation Amount of the Related Trust Preferred
Securities if an event of default under the Trust Agreement for such Issuer has
occurred and is continuing, will be entitled to appoint, remove or replace the
Property Trustee and/or the Delaware Trustee for such Issuer. In no event will
the holders of the Trust Preferred Securities have the right to vote to appoint,
remove or replace the Administrative Trustees; such voting rights are vested
exclusively in the holder of the Common Securities. The duties and obligations
of each Issuer Trustee are governed by the applicable Trust Agreement. Pursuant
to the Expense Agreement, the Company will pay all fees and expenses related to
each Issuer and the offering of the Trust Preferred Securities and will pay,
directly or indirectly, all ongoing costs, expenses and liabilities of each
Issuer.

         The principal executive office of each Issuer is 838 Market Street,
Wilmington, Delaware 19801 and its telephone number is (302) 792-6000.


                                 USE OF PROCEEDS

         All of the proceeds from the sale of the Trust Preferred Securities
will be invested by the Issuer in Junior Subordinated Debentures. Except as
otherwise set forth in the applicable Prospectus Supplement, the Company intends
that the proceeds from the sale of the Junior Subordinated Debentures will be
used for general corporate purposes including, without limitation, possible
future acquisitions, funding investments in, or extensions of credit to, the
Company's subsidiaries, repayment of obligations and redemption of securities.
Possible debt repayment includes the redemption at December 31, 1998 of the
Company's 11% Senior Notes due 2005, although there can be no assurance that
such redemption will ultimately occur. A more detailed description of the use of
proceeds of any specific offering will be set forth in the Prospectus Supplement
pertaining to such offering.

         Although the Company, as a savings and loan holding company, is not
subject to the Federal Reserve capital requirements for bank holding companies,
it is possible that in the future it could become subject to such requirements
as a result of the acquisition of a bank or change in regulations. On October
21, 1996, the Federal Reserve announced that cumulative preferred securities
having the characteristics of the Trust Preferred Securities could be included
as Tier 1 capital for bank holding companies. Such Tier 1 capital treatment,
together with the Company's ability to deduct, for income tax purposes, interest
payable on the Junior Subordinated Debentures, will provide the Company with a
more cost-effective means of obtaining capital for regulatory purposes than if
the Company were to issue preferred stock.


                                        3


<PAGE>



                       RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
                                        Three Months Ended
                                              March 31,                         Year Ended December 31,
                                        -------------------       ------------------------------------------------
                                         1998         1997         1997       1996      1995       1994      1993
                                        ------       ------       ------     ------    ------     ------     -----
<S>                                      <C>          <C>          <C>        <C>        <C>        <C>       <C>
Excluding interest on deposits           1.34         1.35         1.59       1.70       2.06       1.40      1.49
Including interest on deposits           1.62         1.66         1.33       1.33       1.44       1.16      1.12
</TABLE>


                    DESCRIPTION OF TRUST PREFERRED SECURITIES

         Pursuant to the terms of the Trust Agreement for each Issuer, the
Issuer Trustees on behalf of such Issuer will issue the Trust Preferred
Securities and the Common Securities. Each Trust Agreement will be qualified as
an indenture under the Trust Indenture Act. Initially, Wilmington Trust Company
will be the Delaware Trustee and the Property Trustee and will also act as
trustee for the purpose of complying with the Trust Indenture Act. The terms of
the Trust Preferred Securities will include those stated in the respective Trust
Agreement and those made part of the respective Trust Agreement by the Trust
Indenture Act. This summary of certain provisions of the Trust Preferred
Securities and of each Trust Agreement, which summarizes the material terms
thereof, does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all the provisions of each Trust Agreement,
including the definitions therein of certain terms, and the Trust Indenture Act,
to each of which reference is hereby made. Wherever particular defined terms of
a Trust Agreement (as amended or supplemented from time to time) are referred to
herein or in a Prospectus Supplement, such defined terms are incorporated herein
or therein by reference. The form of the Trust Agreement has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part.
Each of the Issuers is a legally separate entity and the assets of one are not
available to satisfy the obligations of the other.

General

         The Trust Preferred Securities of an Issuer will represent beneficial
ownership interests in such Issuer and the holders thereof will be entitled to a
preference in certain circumstances with respect to Distributions and amounts
payable on redemption or liquidation over the Common Securities of such Issuer,
as well as other benefits as described in the corresponding Trust Agreement. See
" -- Subordination of Common Securities." The Trust Preferred Securities of an
Issuer will rank pari passu, and payments will be made thereon pro rata, with
the Common Securities of that Issuer except as described under " --
Subordination of Common Securities." Legal title to the Corresponding Junior
Subordinated Debentures will be held by the Property Trustee in trust for the
benefit of the holders of the Related Trust Preferred Securities and Common
Securities. Each Guarantee Agreement executed by the Company for the benefit of
the holders of an applicable Issuer's Trust Preferred Securities will be a
guarantee on a subordinated basis with respect to the Related Trust Preferred
Securities but will not guarantee payment of Distributions or amounts payable on
redemption or liquidation of such Trust Preferred Securities when the related
Issuer does not have funds on hand available to make such payments. See
"Description of Guarantees."

Distributions

         Distributions on the Trust Preferred Securities will be cumulative,
will accumulate from the date of original issuance and will be payable on such
dates as specified in the Prospectus Supplement. In the event that any date on
which Distributions are payable on the Trust Preferred Securities is not a
Business Day (as defined below), payment of the Distribution payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect to any such delay) except that, if such
Business Day is in the next succeeding calendar year, payment of such
Distribution shall be made on the immediately preceding Business Day, in either
case with the same force and effect as if made on such date (each date on which
Distributions are payable in accordance with the foregoing, a "Distribution
Date"). A "Business Day" shall mean any day other than a Saturday or a Sunday,
or a day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or a day on which the
corporate trust office of the Property Trustee or the Debenture Trustee is
closed for business.

                                       4

<PAGE>


         Each Issuer's Trust Preferred Securities represent beneficial ownership
interests in the applicable Issuer, and the Distributions on each Trust
Preferred Security will be payable at a rate specified in the Prospectus
Supplement for such Trust Preferred Securities. The amount of Distributions
payable for any period will be computed on the basis of a 360-day year of twelve
30-day months unless otherwise specified in the Prospectus Supplement.
Distributions to which holders of Trust Preferred Securities are entitled will
accumulate additional Distributions at the rate per annum if and as specified in
the Prospectus Supplement. The term "Distributions" as used herein includes any
such additional Distributions unless otherwise stated.

         Unless otherwise provided in the Prospectus Supplement and so long as
no Debenture Event of Default (as defined herein) has occurred and is
continuing, the Company has the right under the Indenture, pursuant to which it
will issue the Corresponding Junior Subordinated Debentures, to defer the
payment of interest at any time or from time to time on any series of the
Corresponding Junior Subordinated Debentures for a period which will be
specified in such Prospectus Supplement relating to such series, provided that
no Extension Period may extend beyond the Stated Maturity of the Corresponding
Junior Subordinated Debentures. As a consequence of any such deferral,
Distributions on the Trust Preferred Securities would be deferred (but would
continue to accumulate additional Distributions thereon at the rate per annum
set forth in the Prospectus Supplement for such Trust Preferred Securities) by
the Issuer of such Trust Preferred Securities during any such Extension Period.
During such Extension Period, the Company may not, and may not permit any
subsidiary of the Company to, (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire or make a liquidation payment with respect to,
any of the Company's capital stock (which includes common and preferred stock),
(ii) make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank pari passu
with or junior in interest to the Junior Subordinated Debentures or (iii) make
any guarantee payments with respect to any guarantee by the Company of debt
securities of any subsidiary of the Company if such guarantee ranks pari passu
with or junior in interest to the Corresponding Junior Subordinated Debentures
(other than (a) dividends or distributions in capital stock of the Company
(which includes common and preferred stock), (b) any declaration of a dividend
in connection with the implementation of a stockholders' rights plan, the
redemption or repurchase of any such rights pursuant thereto, (c) payments under
any Guarantee and (d) purchases of common stock related to the issuance of
common stock or rights under any of the Company's benefit plans for its
directors, officers or employees or related to the issuance of common stock (or
securities convertible into or exchangeable for common stock) as consideration
in an acquisition transaction).

         The revenue of each Issuer available for distribution to holders of its
Trust Preferred Securities will be limited to payments under the Corresponding
Junior Subordinated Debentures in which the Issuer will invest the proceeds from
the issuance and sale of its Trust Securities. If the Company does not make
interest payments on such Corresponding Junior Subordinated Debentures, the
Property Trustee will not have funds available to pay Distributions on the
Related Trust Preferred Securities. The payment of Distributions (if and to the
extent the Issuer has funds legally available for the payment of such
Distributions and cash sufficient to make such payments) is guaranteed by the
Company on a limited basis set forth herein under "Description of Guarantees."

         Distributions on the Trust Preferred Securities will be payable to the
holders thereof as they appear on the register of such Issuer on the relevant
record dates, which, as long as the Trust Preferred Securities remain in
book-entry form, will be one Business Day prior to the relevant Distribution
Date. Subject to any applicable laws and regulations and the provisions of the
applicable Trust Agreement, each such payment will be made as described under
"Book-Entry Issuance." In the event any Trust Preferred Securities are not in
book-entry form, the relevant record date for such Trust Preferred Securities
shall be the date at least 15 days prior to the relevant Distribution Date, as
specified in the applicable Prospectus Supplement.


                                        5


<PAGE>



Redemption

         Mandatory Redemption. Upon the repayment or redemption, in whole or in
part, of any Corresponding Junior Subordinated Debentures, whether at Stated
Maturity or upon earlier redemption as provided in the Indenture, the proceeds
from such repayment or redemption shall be applied by the Property Trustee to
redeem a Like Amount (as defined below) of the Trust Preferred Securities, upon
not less than 30 nor more than 60 days notice, at a redemption price (the
"Redemption Price") equal to the aggregate Liquidation Amount of such Trust
Preferred Securities plus accumulated but unpaid Distributions thereon to the
date of redemption (the "Redemption Date") and the related amount of the
premium, if any, paid by the Company upon the concurrent redemption of such
Corresponding Junior Subordinated Debentures. See "Description of Junior
Subordinated Debentures -- Redemption." If less than all of any series of
Corresponding Junior Subordinated Debentures are to be repaid or redeemed on a
Redemption Date, then the proceeds from such repayment or redemption shall be
allocated to the redemption pro rata of the Trust Preferred Securities and the
Common Securities. The amount of premium, if any, paid by the Company upon the
redemption of all or any part of any Corresponding Junior Subordinated
Debentures to be repaid or redeemed on a Redemption Date shall be allocated to
the redemption pro rata of the Trust Preferred Securities and the Common
Securities.

         The Company will have the right to redeem any series of Corresponding
Junior Subordinated Debentures (i) on or after such date as may be specified in
the applicable Prospectus Supplement, in whole at any time or in part from time
to time, or (ii) at any time, in whole (but not in part), upon the occurrence of
a Tax Event, Capital Treatment Event or Investment Company Event or (iii) as may
be otherwise specified in the applicable Prospectus Supplement, in each case
subject to receipt of prior approval by the Federal Reserve if then required
under applicable capital guidelines or policies of the Federal Reserve.

         Tax Event, Capital Treatment Event or Investment Company Event
Redemption. If a Tax Event, Capital Treatment Event or Investment Company Event
(all, as defined below) in respect of a series of Trust Preferred Securities and
Common Securities shall occur and be continuing, the Company has the right to
redeem the Corresponding Junior Subordinated Debentures in whole (but not in
part) and thereby cause a mandatory redemption of such Trust Preferred
Securities and Common Securities in whole (but not in part) at the Redemption
Price within 90 days following the occurrence of such Tax Event, Capital
Treatment Event or Investment Company Event. In the event a Tax Event, Capital
Treatment Event or Investment Company Event in respect of a series of Trust
Preferred Securities and Common Securities has occurred and is continuing and
the Company does not elect to redeem the Corresponding Junior Subordinated
Debentures and thereby cause a mandatory redemption of such Trust Preferred
Securities and Common Securities or to liquidate the related Issuer and cause
the Corresponding Junior Subordinated Debentures to be distributed to holders of
such Trust Preferred Securities and Common Securities in exchange therefor upon
liquidation of the related Issuer as described above, such Trust Preferred
Securities will remain outstanding and Additional Sums may be payable on the
Corresponding Junior Subordinated Debentures.

         "Additional Sums" means the additional amounts as may be necessary in
order that the amount of Distributions then due and payable by an Issuer on the
outstanding Trust Preferred Securities and Common Securities of the Issuer shall
not be reduced as a result of any additional taxes, duties and other
governmental charges to which such Issuer has become subject as a result of a
Tax Event.

         "Like Amount" means (i) with respect to a redemption of any Trust
Securities, Trust Securities having a Liquidation Amount (as defined below)
equal to that portion of the principal amount of Corresponding Junior
Subordinated Debentures to be contemporaneously redeemed in accordance with the
Indenture, allocated to the Common Securities and to the Trust Preferred
Securities pro rata based upon the relative Liquidation Amounts of such classes
and the proceeds of which will be used to pay the Redemption Price of such Trust
Securities, and (ii) with respect to a distribution of Corresponding Junior
Subordinated Debentures to holders of any Trust Securities in exchange therefor
in connection with a dissolution or liquidation of the related Issuer,
Corresponding Junior Subordinated Debentures having a principal amount equal to
the Liquidation Amount of the Trust Securities of the holder to whom such Junior
Subordinated Debentures would be distributed.

                                        6


<PAGE>



         A "Tax Event" means the receipt by the Company and the applicable
Issuer of an opinion of its tax advisors (which may be its independent public
accountants or counsel experienced in such matters) to the effect that, as a
result of any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such prospective change, pronouncement or decision is announced on or after the
date of issuance of the applicable Trust Preferred Securities under the Trust
Agreement, there is more than an insubstantial risk that (i) the Issuer is, or
will be within 90 days of the date of such opinion, subject to United States
federal income tax with respect to income received or accrued on the Junior
Subordinated Debentures, (ii) interest payable by the Company on the Junior
Subordinated Debentures is not, or within 90 days of the date of such opinion,
will not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes or (iii) the Issuer is, or will be within 90 days of
the date of the opinion, subject to more than a de minimis amount of other
taxes, duties or other governmental charges.

         A "Capital Treatment Event" means the reasonable determination by the
Company that, as a result of any amendment to, or change (including any
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 such prospective change, pronouncement or decision is announced on
or after the date of issuance of the Trust Preferred Securities under the Trust
Agreement, there is more than an insubstantial risk of impairment of the
Company's ability to treat an amount equal to the Liquidation Amount of the
Trust Preferred Securities (or a substantial portion thereof) as "Tier I
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.

         An "Investment Company Event" means the receipt by the Company and the
Issuer of an opinion of counsel experienced in such matters to the effect that,
as a result of any change in law or regulation by any legislative body, court,
governmental agency or regulatory authority, the Issuer is or will be considered
an "investment company" that is required to be registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"), which change
becomes effective on or after the date of issuance of the Trust Preferred
Securities under the Trust Agreement.

         After the liquidation date fixed for any distribution of Corresponding
Junior Subordinated Debentures for any series of Trust Preferred Securities (i)
such series of Trust Preferred Securities will no longer be deemed to be
outstanding, (ii) the Depository Trust Company as depository (the "Depository")
or its nominee, as the record holder of such series of Trust Preferred
Securities, will receive a registered global certificate or certificates
representing the Corresponding Junior Subordinated Debentures to be delivered
upon such distribution and (iii) any certificates representing such series of
Trust Preferred Securities not held by the Depository or its nominee will be
deemed to represent the Corresponding Junior Subordinated Debentures having a
principal amount equal to the stated Liquidation Amount of the Trust Preferred
Securities, and bearing accrued and unpaid interest in an amount equal to the
accrued and unpaid Distributions on such series of Trust Preferred Securities
until such certificates are presented to the Administrative Trustees or their
agent for transfer or reissuance.

         There can be no assurance as to the market prices for the Trust
Preferred Securities or the Corresponding Junior Subordinated Debentures that
may be distributed in exchange for Trust Preferred Securities if a dissolution
and liquidation of an Issuer were to occur. Accordingly, the Trust Preferred
Securities that an investor may purchase, or the Corresponding Junior
Subordinated Debentures that the investor may receive on dissolution and
liquidation of an Issuer, may trade at a discount to the price that the investor
paid to purchase the Trust Preferred Securities offered hereby.


                                        7


<PAGE>



Redemption Procedures

         Trust Preferred Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the applicable proceeds from the
contemporaneous redemption of the Corresponding Junior Subordinated Debentures.
Redemptions of the Trust Preferred Securities shall be made and the Redemption
Price shall be payable on each Redemption Date only to the extent that the
related Issuer has funds on hand available for the payment of such Redemption
Price. See also " -- Subordination of Common Securities."

         If the Issuer gives a notice of redemption of Trust Preferred
Securities, then, by 12:00 noon, New York City time, on the Redemption Date, to
the extent funds are available, the Property Trustee will deposit irrevocably
with the Depository funds sufficient to pay the applicable Redemption Price and
will give the Depository irrevocable instructions and authority to pay the
Redemption Price to the holders of the Trust Preferred Securities. See
"Book-Entry Issuance." If such Trust Preferred Securities are no longer in
book-entry form, the Property Trustee, to the extent funds are available, will
irrevocably deposit with the paying agent for such Trust Preferred Securities
funds sufficient to pay the applicable Redemption Price and will give such
paying agent irrevocable instructions and authority to pay the Redemption Price
to the holders thereof upon surrender of their certificates evidencing such
Trust Preferred Securities. Notwithstanding the foregoing, Distributions payable
on or prior to the Redemption Date for any Trust Preferred Securities called for
redemption shall be payable to the holders of such Trust Preferred Securities on
the relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the
date of such deposit, all rights of the holders of such Trust Preferred
Securities so called for redemption will cease, except the right of the holders
of such Trust Preferred Securities to receive the Redemption Price, but without
interest on such Redemption Price, and such Trust Preferred Securities will
cease to be outstanding. In the event that any date fixed for redemption of
Trust Preferred Securities is not a Business Day, then payment of the Redemption
Price payable on such date will 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 falls in the next calendar year, such
payment will be made on the immediately preceding Business Day. In the event
that payment of the Redemption Price in respect of Trust Preferred Securities
called for redemption is improperly withheld or refused and not paid either by
the Issuer or by the Company pursuant to the Guarantee as described under
"Description of Guarantees," Distributions on such Trust Preferred Securities
will continue to accrue at the then applicable rate, from the Redemption Date
originally established by the Issuer for such Trust Preferred Securities to the
date such Redemption Price is actually paid, in which case the actual payment
date will be the date fixed for redemption for purposes of calculating the
Redemption Price.

         Subject to applicable law (including, without limitation, United States
federal securities law), the Company or its subsidiaries may at any time and
from time to time purchase outstanding Trust Preferred Securities by tender, in
the open market or by private agreement.

         Payment of the Redemption Price on the Trust Preferred Securities and
any distribution of Corresponding Junior Subordinated Debentures to holders of
Trust Preferred Securities shall be made to the applicable recordholders thereof
as they appear on the register for such Trust Preferred Securities on the
relevant record date, which shall be one Business Day prior to the relevant
Redemption Date or liquidation date, as applicable; provided, however, that in
the event that any Trust Preferred Securities are not in book-entry form, the
relevant record date for such Trust Preferred Securities shall be a date at
least 15 days prior to the Redemption Date or liquidation date, as applicable,
as specified in the applicable Prospectus Supplement.

         If less than all of the Trust Preferred Securities and Common
Securities issued by an Issuer are to be redeemed on a Redemption Date, then the
aggregate Liquidation Amount of such Trust Preferred Securities and Common
Securities to be redeemed shall be allocated pro rata to the Trust Preferred
Securities and the Common Securities based upon the relative Liquidation Amounts
of such classes. The particular Trust Preferred Securities to be redeemed shall
be selected on a pro rata basis not more than 60 days prior to the Redemption
Date by the Property Trustee from the outstanding Trust Preferred Securities not
previously called for redemption, by such method as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to $1,000 or an integral multiple of $1,000 in excess


                                       8

<PAGE>


thereof) of the Liquidation Amount of Trust Preferred Securities of a
denomination larger than $1,000. The Property Trustee shall promptly notify the
trust registrar in writing of the Trust Preferred Securities selected for
redemption and, in the case of any Trust Preferred Securities selected for
partial redemption, the Liquidation Amount thereof to be redeemed. For all
purposes of each Trust Agreement, unless the context otherwise requires, all
provisions relating to the redemption of Trust Preferred Securities shall
relate, in the case of any Trust Preferred Securities redeemed or to be redeemed
only in part, to the portion of the aggregate Liquidation Amount of Trust
Preferred Securities which has been or is to be redeemed.

         Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each holder of Trust Securities to be
redeemed at its registered address. Unless the Company defaults in payment of
the Redemption Price on the Corresponding Junior Subordinated Debentures, on and
after the Redemption Date interest will cease to accrue on such Junior
Subordinated Debentures or portions thereof (and distributions will cease to
accrue on the Related Trust Preferred Securities or portions thereof) called for
redemption.

Subordination of Common Securities

         Payment of Distributions on, and the Redemption Price of, each Issuer's
Trust Preferred Securities and Common Securities, as applicable, shall be made
pro rata based on the Liquidation Amount of such Trust Preferred Securities and
Common Securities; provided, however, that if on any Distribution Date or
Redemption Date a Debenture Event of Default shall have occurred and be
continuing, no payment of any Distribution on, or Redemption Price of, any of
the Issuer's Common Securities, and no other payment on account of the
redemption, liquidation or other acquisition of such Common Securities, shall be
made unless payment in full in cash of all accumulated and unpaid Distributions
on all of the Issuer's outstanding Trust 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 of the
Issuer's outstanding Trust Preferred Securities then called for redemption,
shall have been made or provided for, and all funds available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions on, or Redemption Price of, the Issuer's Trust Preferred
Securities then due and payable.

         In the case of any event of default under a Trust Agreement resulting
from a Debenture Event of Default, the Company as holder of such Issuer's Common
Securities will be deemed to have waived any right to act with respect to any
such event of default under the applicable Trust Agreement until the effect of
all such events of default with respect to such Trust Preferred Securities have
been cured, waived or otherwise eliminated. Until any such events of default
under the applicable Trust Agreement with respect to the Trust Preferred
Securities have been so cured, waived or otherwise eliminated, the Property
Trustee shall act solely on behalf of the holders of such Trust Preferred
Securities and not on behalf of the Company as holder of the Issuer's Common
Securities, and only the holders of such Trust Preferred Securities will have
the right to direct the Property Trustee to act on their behalf.

Liquidation Distribution Upon Dissolution

         Pursuant to each Trust Agreement, each Issuer shall automatically
dissolve upon expiration of its term and shall dissolve on the first to occur
of: (i) certain events of bankruptcy, dissolution or liquidation of the Company;
(ii) the distribution of a Like Amount of the Corresponding Junior Subordinated
Debentures to the holders of its Trust Securities, if the Company, as Depositor,
has given written direction to the Property Trustee to liquidate the Issuer
(subject to the Company having received prior approval of the Federal Reserve if
so required under applicable capital guidelines or policies of the Federal
Reserve); (iii) redemption of all of the Issuer's Trust Preferred Securities as
described under " -- Redemption -- Mandatory Redemption"; and (iv) the entry of
an order for the dissolution of the Issuer by a court of competent jurisdiction.

         If an early termination occurs as described in clause (i), (ii) or (iv)
above, the Issuer shall be liquidated by the Issuer Trustees as expeditiously as
the Issuer Trustees determine to be possible by distributing, after satisfaction
of liabilities to creditors as provided by applicable law, to the holders of
such Trust Securities in exchange therefor a Like Amount of the Corresponding

                                       9

<PAGE>

Junior Subordinated Debentures, unless such distribution is determined by the
Property Trustee not to be practical, in which event such holders will be
entitled to receive out of the assets of the Issuer available for distribution
to holders, after satisfaction of liabilities to creditors of such Issuer as
provided by applicable law, an amount equal to, in the case of holders of Trust
Preferred Securities, the aggregate of the Liquidation Amount plus accrued and
unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If such Liquidation Distribution can be paid only
in part because such Issuer has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then the amounts payable directly by such
Issuer on its Trust Preferred Securities shall be paid on a pro rata basis. The
holder(s) of such Issuer's Common Securities will be entitled to receive
distributions upon any such liquidation pro rata with the holders of its Trust
Preferred Securities, except that if a Debenture Event of Default has occurred
and is continuing, the Trust Preferred Securities shall have a priority over the
Common Securities. See " -- Subordination of Common Securities."

Events of Default; Notice

         Any one of the following events constitutes an "Event of Default" under
each Trust Agreement with respect to the Trust Preferred Securities issued
thereunder (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):

         (i) the occurrence of a Debenture Event of Default (see "Description of
Junior Subordinated Debentures -- Debenture Events of Default"); or

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

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

         (iv) default in the performance, or breach, in any material respect, of
any covenant or warranty of the Issuer Trustees in such 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 (ii) or (iii) 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 Issuer Trustee or Trustees by
the holders of at least 25% in aggregate Liquidation Amount of the outstanding
Trust Preferred Securities of the applicable Issuer, a written notice specifying
such default or breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" under such Trust Agreement; or

         (v) the occurrence of certain events of bankruptcy or insolvency with
respect to the Property Trustee and the failure by the Company to appoint a
successor Property Trustee within 60 days thereof.

         Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit
notice of such Event of Default to the holders of such Issuer's Trust Preferred
Securities, the Administrative Trustees and the Company, as Depositor, unless
such Event of Default shall have been cured or waived. The Company, as
Depositor, and the Administrative Trustees are required to file annually with
the Property Trustee a certificate as to whether or not they are in compliance
with all the conditions and covenants applicable to them under the Trust
Agreement.

         If a Debenture Event of Default has occurred and is continuing, the
Trust Preferred Securities shall have a preference over the Common Securities
upon termination of each Issuer as described above. See " -- Subordination of
Common Securities" and " -- Liquidation Distribution Upon Dissolution." The
existence of an Event of Default does not entitle the holders of Trust Preferred
Securities to accelerate the maturity thereof.


                                       10


<PAGE>



Removal of Issuer Trustees

         Unless a Debenture Event of Default shall have occurred and be
continuing, any Issuer Trustee may be removed at any time by the holder of the
Common Securities. If a Debenture Event of Default has occurred and is
continuing, the Property Trustee and the Delaware Trustee may be removed at such
time by the holders of a majority in Liquidation Amount of the outstanding Trust
Preferred Securities. In no event will the holders of the Trust Preferred
Securities have the right to vote to appoint, remove or replace the
Administrative Trustees, which voting rights are vested exclusively in the
Company as the holder of the Common Securities. No resignation or removal of an
Issuer Trustee and no appointment of a successor trustee shall be effective
until the acceptance of appointment by the successor trustee in accordance with
the provisions of the applicable Trust Agreement.

Co-Trustees and Separate Property Trustee

         Unless an Event of Default shall have occurred and be continuing, at
any time or from time to time, for the purpose of meeting the legal requirements
of the Trust Indenture Act or of any jurisdiction in which any part of the Trust
property may at the time be located, the Company, as the holder of the Common
Securities, and the Administrative Trustees shall have power to appoint one or
more persons either to act as a co-trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or 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 such
capacity any property, title, right or power deemed necessary or desirable,
subject to the provisions of the applicable Trust Agreement. In case a Debenture
Event of Default has occurred and is continuing, the Property Trustee alone
shall have power to make such appointment.

Merger or Consolidation of Issuer Trustees

         Any Person (as defined in the Trust Agreement) into which the Property
Trustee, the Delaware Trustee or any Administrative Trustee that is not a
natural person 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 Issuer Trustee shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of such Issuer Trustee, shall be
the successor of such Trustee under each Trust Agreement, provided such Person
shall be otherwise qualified and eligible.

Mergers, Consolidations, Amalgamations or Replacements of the Issuer

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


                                       11

<PAGE>

(including any Successor Securities) in any material respect, (vi) such
successor entity has a purpose identical to that of such Issuer, (vii) prior to
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease, the Company has received an opinion from independent counsel to such
Issuer experienced in such matters to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Trust Preferred Securities (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither such Issuer nor such
successor entity will be required to register as an investment company under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
(viii) the Company or any permitted successor or assignee owns all of the Common
Securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee. Notwithstanding the foregoing, an Issuer shall not, except
with the consent of holders of 100% in Liquidation Amount of the Trust Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other entity or permit any other entity to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Issuer or the
successor entity to be classified as other than a grantor trust for United
States federal income tax purposes.

Voting Rights; Amendment of Each Trust Agreement

         Except as provided below and under "Description of Guarantees --
Amendments and Assignment" and as otherwise required by law and the applicable
Trust Agreement, the holders of the Trust Preferred Securities will have no
voting rights.

         Each Trust Agreement may be amended from time to time by the Company,
the Property Trustee and the Administrative Trustees, without the consent of the
holders of the Related Trust Preferred Securities (i) to cure any ambiguity,
correct or supplement any provisions in such Trust Agreement that may be
inconsistent with any other provision, or to make any other provisions with
respect to matters or questions arising under such Trust Agreement, which shall
not be inconsistent with the other provisions of such Trust Agreement, or (ii)
to modify, eliminate or add to any provisions of such Trust Agreement to such
extent as shall be necessary to ensure that the related Issuer will be
classified for United States federal income tax purposes as a grantor trust at
all times that any Trust Securities are outstanding or to ensure that such
Issuer will not be required to register as an "investment company" under the
Investment Company Act; provided, however, that in the case of clause (i) such
action shall not adversely affect in any material respect the interests of any
holder of Trust Securities, and any amendments of such Trust Agreement shall
become effective when notice thereof is given to the holders of the Trust
Securities of such Issuer. Each Trust Agreement may be amended by the applicable
Issuer Trustees and the Company with (i) the consent of holders representing not
less than a majority (based upon Liquidation Amounts) of the outstanding Trust
Securities of the related Issuer, and (ii) receipt by such Issuer Trustees of an
opinion of counsel to the effect that such amendment or the exercise of any
power granted to such Issuer Trustees in accordance with such amendment will not
affect the applicable Issuer's status as a grantor trust for United States
federal income tax purposes or such Issuer's exemption from status as an
"investment company" under the Investment Company Act, provided that without the
consent of each holder of Trust Securities of such Issuer, such Trust Agreement
may not be amended to (i) change the amount or timing of any Distribution on
such Trust Securities or otherwise adversely affect the amount of any
Distribution required to be made in respect of such Trust Securities as of a
specified date or (ii) restrict the right of a holder of Trust Securities of
such Issuer to institute suit for the enforcement of any such payment on or
after such date.

         So long as any Corresponding Junior Subordinated Debentures are held by
the Property Trustee of any Issuer, the Issuer Trustees of such Issuer 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 Property Trustee with respect to such Corresponding Junior
Subordinated Debentures, (ii) waive any past default that is waivable under the
Indenture, (iii) exercise any right to rescind or annul a declaration that the
principal of all the Corresponding Junior Subordinated Debentures shall be due
and payable or (iv) consent to any amendment, modification or termination of the
Indenture or such Corresponding Junior Subordinated Debentures, where such
consent shall be required, without, in each case, obtaining the prior approval

                                       12

<PAGE>

of the holders of a majority in aggregate Liquidation Amount of all outstanding
Related Trust Preferred Securities; provided, however, that where a consent
under the Indenture would require the consent of each holder of Corresponding
Junior Subordinated Debentures affected thereby, no such consent shall be given
by the Property Trustee without the prior consent of each holder of the Related
Trust Preferred Securities. The Issuer Trustees of such Issuer shall not revoke
any action previously authorized or approved by a vote of the holders of the
Trust Preferred Securities of such Issuer except by subsequent vote of such
holders. The Property Trustee of such Issuer shall notify each holder of Trust
Preferred Securities of such Issuer of any notice of default with respect to the
Junior Subordinated Debentures. In addition to obtaining the foregoing approvals
of the holders of the Trust Preferred Securities, prior to taking any of the
foregoing actions, the Issuer Trustees of such Issuer shall obtain an opinion of
counsel experienced in such matters to the effect that such action would not
cause such Issuer to be classified as other than a grantor trust for United
States federal income tax purposes.

         Any required approval of holders of Trust Preferred Securities of any
Issuer may be given at a meeting of such holders convened for such purpose or
pursuant to written consent. The Property Trustee will cause a notice of any
meeting at which holders of Trust Preferred Securities of such Issuer are
entitled to vote, or of any matter upon which action by written consent of such
holders is to be taken, to be given to each holder of record of Trust Preferred
Securities of such Issuer in the manner set forth in the applicable Trust
Agreement.

         No vote or consent of the holders of Trust Preferred Securities will be
required for the Issuer to redeem and cancel its Trust Preferred Securities in
accordance with the Trust Agreement.

         Notwithstanding that holders of Trust Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of the
Trust Preferred Securities that are owned by the Company, the Issuer Trustees or
any affiliate of the Company or any Issuer Trustees, shall, for purposes of such
vote or consent, be treated as if they were not outstanding.

Global Trust Preferred Securities

         Unless otherwise specified in the applicable Prospectus Supplement, the
Trust Preferred Securities of any series will be issued in whole or in part in
the form of one or more global certificates ("Global Trust Preferred
Securities") registered in the name of and deposited with, or on behalf of, the
Depository. Global Trust Preferred Securities may be issued only in fully
registered form and in either temporary or permanent form. Beneficial interests
in the Trust Preferred Securities will be shown on, and transfers thereof will
be effected only through, records maintained by Depository. Except as described
below, Trust Preferred Securities in certificated form will not be issued in
exchange for the global certificates. See "Book-Entry Issuance."

         Unless and until it is exchanged in whole or in part for the individual
Trust Preferred Securities represented thereby, a Global Trust Preferred
Security may not be transferred except as a whole by the Depository for such
Global Trust Preferred Security to a nominee of such Depository or by a nominee
of such Depository to such Depository or another nominee of such Depository or
by the Depository or any nominee to a successor Depository or any nominee of
such successor.

         The specific terms of the depositary arrangement with respect to a
series of Trust Preferred Securities will be described in the Prospectus
Supplement relating to such series. The Company anticipates that the following
provisions will generally apply to depositary arrangements.

         A global security shall be exchangeable for Trust Preferred Securities
of such series registered in the names of persons other than the Depository or
its nominee only if (i) the Depository notifies such Issuer that it is unwilling
or unable to continue as a depository for such global security and no successor
depository shall have been appointed, or if at any time the Depository ceases to
be a clearing agency registered under the Exchange Act at a time when the
Depository is required to be so registered to act as such depository, (ii) the
Company in its sole discretion determines that such global security shall be so

                                       13

<PAGE>

exchangeable or (iii) there shall have occurred and be continuing a Debenture
Event of Default. Any global security that is exchangeable pursuant to the
preceding sentence shall be exchangeable for definitive certificates registered
in such names as the Depository shall direct. It is expected that such
instructions will be based upon directions received by the Depository from its
Participants (as defined herein in "Book-Entry Issuance") with respect to
ownership of beneficial interests in such global security. In the event that
Trust Preferred Securities of any series are issued in definitive form, such
Trust Preferred Securities will be in denominations of $1,000 and integral
multiples thereof and may be transferred or exchanged at the offices described
below.

         Payments on individual Trust Preferred Securities represented by a
global security will be made to the Depository, as the depository for the Trust
Preferred Securities. In the event Trust Preferred Securities are issued in
certificated form, the Liquidation Amount and Distributions will be payable, the
transfer of such Trust Preferred Securities will be registrable, and Trust
Preferred Securities will be exchangeable for Trust Preferred Securities of
other denominations of a like aggregate Liquidation Amount, at the corporate
office of the Property Trustee in Wilmington, Delaware, or at the offices of any
paying agent or transfer agent appointed by the Administrative Trustees,
provided that payment of any Distribution may be made at the option of the
Administrative Trustees by check mailed to the address of the persons entitled
thereto or by wire transfer. In addition, if the Trust Preferred Securities are
issued in certificated form, the record dates for payment of Distributions will
be the 15th day of the month in which the relevant Distribution payment is
scheduled to be paid.

         Upon the issuance of a Global Trust Preferred Security, and the deposit
of such Global Trust Preferred Security with or on behalf of the Depository, the
Depository for such Global Trust Preferred Security or its nominee will credit,
on its book-entry registration and transfer system, the respective aggregate
Liquidation Amounts of the individual Trust Preferred Securities represented by
such Global Trust Preferred Securities to the accounts of Participants. Such
accounts shall be designated by the dealers, underwriters or agents with respect
to such Trust Preferred Securities or by the Company if such Trust Preferred
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in a Global Trust Preferred Security will be limited to Participants
or persons that may hold interests through Participants. Ownership of beneficial
interests in such Global Trust Preferred Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the applicable Depository or its nominee (with respect to interests of
Participants) and the records of Participants (with respect to interests of
persons who hold through Participants). The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Trust Preferred Security.

         So long as the Depository for a Global Trust Preferred Security, or its
nominee, is the registered owner of such Global Trust Preferred Security, such
Depository or such nominee, as the case may be, will be considered the sole
owner or holder of the Trust Preferred Securities represented by such Global
Trust Preferred Security for all purposes under the Indenture governing such
Trust Preferred Securities. Except as provided below, owners of beneficial
interests in a Global Trust Preferred Security will not be entitled to have any
of the individual Trust Preferred Securities represented by such Global Trust
Preferred Security registered in their names, will not receive or be entitled to
receive physical delivery of any such Trust Preferred Securities in definitive
form and will not be considered the owners or holders thereof under the
Indenture.

         Payments of principal of (and premium, if any) and interest on
individual Trust Preferred Securities represented by a Global Trust Preferred
Security registered in the name of a Depository or its nominee will be made to
the Depository or its nominee, as the case may be, as the registered owner of
the Global Trust Preferred Security representing such Trust Preferred
Securities. None of the Company, the Property Trustee, any paying agent (the
"Paying Agent"), or the securities registrar for such Trust Preferred Securities
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of the Global
Trust Preferred Security representing such Trust Preferred Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.


                                       14


<PAGE>



         The Company expects that the Depository or its nominee, upon receipt of
any payment of Liquidation Amount, Redemption Price, premium or Distributions in
respect of a permanent Global Trust Preferred Security representing any of such
Trust Preferred Securities, immediately will credit Participants' accounts with
payments in amounts proportionate to their respective beneficial interest in the
aggregate Liquidation Amount of such Global Trust Preferred Security for such
Trust Preferred Securities as shown on the records of such Depository or its
nominee. The Company also expects that payments by Participants to owners of
beneficial interests in such Global Trust Preferred Security held through such
Participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name." Such payments will be the responsibility of
such Participants.

         Unless otherwise specified in the Prospectus Supplement, if a
Depository for a series of Trust Preferred Securities is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is not
appointed by the Company within 90 days, an Issuer will issue individual Trust
Preferred Securities in exchange for the Global Trust Preferred Security. In
addition, the Issuer may at any time and in its sole discretion, subject to any
limitations described in the Prospectus Supplement, determine not to have any
Trust Preferred Securities of such series represented by one or more Global
Trust Preferred Securities and, in such event, will issue individual Trust
Preferred Securities of such series in exchange for the Global Trust Preferred
Security or Securities representing such series of Trust Preferred Securities.
Further, if the Company so specifies with respect to the Trust Preferred
Securities of a series, an owner of a beneficial interest in a Global Trust
Preferred Security representing Trust Preferred Securities of such series may,
on terms acceptable to the applicable Issuer, the Property Trustee and the
Depository for such Global Trust Preferred Security, receive individual Trust
Preferred Securities of such series in exchange for such beneficial interests,
subject to any limitations described in the Prospectus Supplement relating to
such Trust Preferred Securities. In any such instance, an owner of a beneficial
interest in a Global Trust Preferred Security will be entitled to physical
delivery of individual Trust Preferred Securities of the series represented by
such Global Trust Preferred Security equal in principal amount to such
beneficial interest and to have such Trust Preferred Securities registered in
its name. Individual Trust Preferred Securities of such series so issued will be
issued in denominations, unless otherwise specified by the applicable Issuer, of
$1,000 and integral multiples thereof.

Payment and Paying Agency

         Payments in respect of the Trust Preferred Securities shall be made to
the Depository, which shall credit the relevant accounts at the Depository on
the applicable Distribution Dates or, if any Issuer's Trust Preferred Securities
are not held by the Depository, such payments shall be made by check mailed to
the address of the holder entitled thereto as such address shall appear on the
register. Unless otherwise specified in the Prospectus Supplement, the Paying
Agent shall initially be the Property Trustee and any co-paying agent chosen by
the Property Trustee and acceptable to the Administrative Trustees and the
Company. The Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Property Trustee and the Company. In the event that
the Property Trustee shall no longer be the Paying Agent, the Administrative
Trustees shall appoint a successor (which shall be a bank or trust company
acceptable to the Administrative Trustees and the Company) to act as Paying
Agent.

Registrar and Transfer Agent

         Unless otherwise specified in the Prospectus Supplement, the Property
Trustee will act as registrar and transfer agent for the Trust Preferred
Securities.

         Registration of transfers of Trust Preferred Securities will be
effected without charge by or on behalf of each Issuer, but upon payment of any
tax or other governmental charges that may be imposed in connection with any
transfer or exchange. The Issuers will not be required to register or cause to
be registered the transfer of their Trust Preferred Securities after such Trust
Preferred Securities have been called for redemption.


                                       15


<PAGE>



Information Concerning the Property Trustee

         The Property Trustee, other than during the occurrence and continuance
of an Event of Default, undertakes to perform only such duties as are
specifically set forth in each Trust Agreement and, after such Event of Default,
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. Subject to this
provision, the Property Trustee is under no obligation to exercise any of the
powers vested in it by the applicable Trust Agreement at the request of any
holder of Trust Preferred Securities unless it is offered reasonable indemnity
against the costs, expenses and liabilities that might be incurred thereby. If
no Event of Default has occurred and is continuing and the Property Trustee is
required to decide between alternative causes of action, construe ambiguous
provisions in the applicable Trust Agreement or is unsure of the application of
any provision of the applicable Trust Agreement, and the matter is not one on
which holders of Trust Preferred Securities are entitled under such Trust
Agreement to vote, then the Property Trustee shall take such action as is
directed by the Company and if not so directed, shall take such action as it
deems advisable and in the best interests of the holders of the Trust Securities
and will have no liability except for its own bad faith, negligence or willful
misconduct.

Miscellaneous

         The Administrative Trustees are authorized and directed to conduct the
affairs of and to operate the Issuers in such a way that no Issuer will not be
deemed to be an "investment company" required to be registered under the
Investment Company Act or classified as other than a grantor trust for United
States federal income tax purposes and so that the Corresponding Junior
Subordinated Debentures will be treated as indebtedness of the Company for
United States federal income tax purposes. In this connection, the Company and
the Administrative Trustees are authorized to take any action, not inconsistent
with applicable law, the certificate of trust of each Issuer or each Trust
Agreement, that the Company and the Administrative Trustees determine in their
discretion to be necessary or desirable for such purposes, as long as such
action does not materially adversely affect the interests of the holders of the
Related Trust Preferred Securities.

         Holders of the Trust Preferred Securities have no preemptive or similar
rights.

         No Issuer may borrow money or issue debt or mortgage or pledge any of
its assets.


                  DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES

         The Junior Subordinated Debentures are to be issued in one or more
series under the Indenture between the Company and Wilmington Trust Company, as
Debenture Trustee as supplemented from time to time. The following summary of
certain terms and provisions of the Junior Subordinated Debentures,
Corresponding Junior Subordinated Debentures and the Indenture, which summarizes
the material provisions thereof, does not purport to be complete and is subject
to, and is qualified in its entirety by reference to, the Indenture, the form of
which is filed as an exhibit to the Registration Statement of which this
Prospectus forms a part, and to the Trust Indenture Act, to each of which
reference is hereby made. The Indenture is qualified under the Trust Indenture
Act. Whenever particular defined terms of the Indenture (as supplemented or
amended) are referred to herein or in a Prospectus Supplement, such defined
terms are incorporated herein or therein by reference.

General

         Each series of the Junior Subordinated Debentures will rank pari passu
with all other series of Junior Subordinated Debentures and will be unsecured
and subordinate and junior in right of payment to the extent and in the manner
set forth in the Indenture to all Senior and Subordinated Debt (as defined
below) of the Company. See " -- Subordination." Because the Company is a holding
company, the right of the Company to participate in any distribution of assets
of any subsidiary, including the Bank, upon such subsidiary's liquidation or

                                       16

<PAGE>

reorganization or otherwise (and thus the ability of holders of the Trust
Preferred Securities to benefit indirectly from such distribution), is subject
to the prior claims of creditors of the subsidiary, except to the extent the
Company may itself be recognized as a creditor of that subsidiary. Accordingly,
the Junior Subordinated Debentures will be effectively subordinated to all
existing and future liabilities of the Company's subsidiaries, and holders of
Junior Subordinated Debentures should look only to the assets of the Company for
payments on the Junior Subordinated Debentures. Except as otherwise provided in
the applicable Prospectus Supplement, the Indenture does not limit the
incurrence or issuance of other secured or unsecured debt of the Company,
including Senior and Subordinated Debt, whether under the Indenture, any other
existing indenture or any other indenture that the Company may enter into in the
future or otherwise. See " -- Subordination" and the Prospectus Supplement
relating to any offering of Trust Preferred Securities or Junior Subordinated
Debentures.

The Junior Subordinated Debentures will be issuable in one or more series
pursuant to an indenture supplemental to the Indenture, or pursuant to a
resolution of the Company's Board of Directors or a committee thereof and a
certificate of duly authorized Officers of the Company. The applicable
Prospectus Supplement will describe the following terms of the Junior
Subordinated Debentures: (1) the title of the Junior Subordinated Debentures;
(2) any limit upon the aggregate principal amount of the Junior Subordinated
Debentures; (3) the date on which the principal of the Junior Subordinated
Debentures is payable (the "Stated Maturity") or the method of determination
thereof; (4) the rate or rates at which the Junior Subordinated Debentures shall
bear interest, the dates on which any such interest shall be payable (the
"Interest Payment Dates"), the right, if any, of the Company to defer or extend
an Interest Payment Date, and the record dates for any interest payable on any
Interest Payment Date (the "Regular Record Dates") or the method by which any of
the foregoing shall be determined; (5) the method in which, subject to the terms
of the Indenture as described below under " -- Payment and Paying Agents," the
principal of and premium, if any, and interest on the Junior Subordinated
Debentures will be payable and how, subject to the terms of the Indenture as
described below under " -- Denominations, Registration and Transfer," the Junior
Subordinated Debentures may be presented for registration of transfer or
exchange and the place where notices and demands to or upon the Company in
respect of the Junior Subordinated Debentures and the Indenture may be made
("Place of Payment"); (6) any period or periods within which, or date or dates
on which, the price or prices at which and the terms and conditions upon which
Junior Subordinated Debentures may be redeemed, in whole or in part, at the
option of the Company or a holder thereof; (7) the obligation or the right, if
any, of the Company or a holder thereof to redeem, purchase or repay the Junior
Subordinated Debentures and the period or periods within which, the price or
prices at which, the currency or currencies (including currency units) in which
and the other terms and conditions upon which the Junior Subordinated Debentures
shall be redeemed, repaid or purchased, in whole or in part, pursuant to such
obligation; (8) the denominations in which any Junior Subordinated Debentures
shall be issuable if other than denominations of $1,000 and any integral
multiple thereof; (9) if other than in U.S. Dollars, the currency or currencies
(including currency unit or units) in which the principal of (and premium, if
any) and interest, if any, on the Junior Subordinated Debentures shall be
payable, or in which the Junior Subordinated Debentures shall be denominated;
(10) any additions, modifications or deletions in the events of default under
the Indenture or covenants of the Company specified in the Indenture with
respect to the Junior Subordinated Debentures; (11) if other than the principal
amount thereof, the portion of the principal amount of Junior Subordinated
Debentures that shall be payable upon declaration of acceleration of the
maturity thereof; (12) any additions or changes to the Indenture with respect to
the Junior Subordinated Debentures as shall be necessary to permit or facilitate
their issuance of such series in bearer form, registrable or not registrable as
to principal, and with or without interest coupons; (13) any index or indices
used to determine the amount of payments of principal of and premium, if any, on
the Junior Subordinated Debentures and the manner in which such amounts will be
determined; (14) the terms and conditions relating to the issuance of a
temporary global security representing all of the Junior Subordinated Debentures
of such series and the exchange of such temporary global security for definitive
Junior Subordinated Debentures of such series; (15) subject to the terms
described herein under " -- Global Junior Subordinated Debentures," whether the
Junior Subordinated Debentures of such series shall be issued in whole or in
part in the form of one or more global securities and, in such case, the
depository for such global securities, which depository shall be a clearing
agency registered under the Exchange Act; (16) the appointment of any paying
agent or agents; (17) the terms and conditions of any obligation or right of the
Company or a holder to convert or exchange the Junior Subordinated Debentures
into any other securities or property of the Company and the additions or
changes to the Indenture to facilitate such conversion or exchange; (18) the

                                       17

<PAGE>

form of the Trust Agreement and Guarantee Agreement, if applicable; (19) the
relative degree, if any, to which such Junior Subordinated Debentures of such
series shall be senior to or be subordinated to other indebtedness of the
Company in right of payment, whether such other series of Junior Subordinated
Debentures or other indebtedness are outstanding or not; and (20) any other
terms of the Junior Subordinated Debentures not inconsistent with the provisions
of the Indenture.

         If any index is used to determine the amount of payments of principal
of, premium, if any, or interest on any series of Junior Subordinated
Debentures, special United States federal income tax, accounting and other
considerations applicable thereto will be described in the Prospectus
Supplement.

         Junior Subordinated Debentures may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Certain United States
federal income tax consequences and special considerations applicable to any
such Junior Subordinated Debentures will be described in the applicable
Prospectus Supplement.

         If the purchase price of any of the Junior Subordinated Debentures is
payable in one or more foreign currencies or currency units or if any Junior
Subordinated Debentures are denominated in one or more foreign currencies or
currency units or if the principal of, premium, if any, or interest, if any, on
any Junior Subordinated Debenture is payable in one or more foreign currencies
or currency units, the restrictions, elections, certain United States federal
income tax consequences, specific terms and other information with respect to
such issue of Junior Subordinated Debentures and such foreign currency or
currency units will be set forth in the applicable Prospectus Supplement.

Option to Defer Interest Payments

         Unless otherwise specified in the Prospectus Supplement, the Company
will have the right at any time and from time to time during the term of any
series of Junior Subordinated Debenture to defer payment of interest for up to
such number of consecutive interest payment periods as may be specified in the
Prospectus Supplement, provided that such Extension Period may not extend beyond
the Stated Maturity of such Junior Subordinated Debentures. During any such
Extension Period, the Company may not, and may not permit any subsidiary of the
Company to, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's capital stock (which includes common and preferred stock ), (ii) make
any payment of principal, interest or premium, if any, on or repay, repurchase
or redeem any debt securities of the Company that rank pari passu in all
respects with or junior in interest to the Junior Subordinated Debentures or
(iii) 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 Junior Subordinated Debentures
(other than (a) dividends or distributions in capital stock of the Company
(which includes common and preferred stock), (b) any declaration of a 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
repurchase of any such rights pursuant thereto, (c) payments under the
Guarantee, and (d) purchases of common stock related to the issuance of common
stock or rights under any of the Company's benefit plans for its directors,
officers or employees). Prior to the termination of any such Extension Period,
the Company may further defer the payment of interest on the Junior Subordinated
Debentures, provided that no Extension Period may exceed 20 consecutive quarters
or extend beyond the Stated Maturity of the Junior Subordinated Debentures. Upon
the termination of any such Extension Period and the payment of all interest
then accrued and unpaid (together with interest thereon at the rate specified in
the applicable Prospectus Supplement, compounded quarterly, to the extent
permitted by applicable law), the Company may elect to begin a new Extension
Period subject to the above requirements. No interest shall be due and payable
during an Extension Period, except at the end thereof. The Company must give the
Property Trustee, the Administrative Trustees and the Debenture Trustee notice
of its election to begin such Extension Period at least one Business Day prior
to the earlier of (i) the date interest on the Junior Subordinated Debentures
would have been payable except for the election to begin such Extension Period,
(ii) the date the Administrative Trustees are required to give notice to the New
York Stock Exchange, the Nasdaq National Market or other applicable stock
exchange or automated quotation system on which the Trust Preferred Securities
are then listed or quoted or to holders of Trust Preferred Securities of the
record date or (iii) the date such Distributions are payable, but in any event

                                       18

<PAGE>

not less than one Business Day prior to such record date. The Debenture Trustee
shall give notice of the Company's election to begin a new Extension Period to
the holders of the Junior Subordinated Debentures. There is no limitation on the
number of times that the Company may elect to begin an Extension Period.

         Distributions on the Trust Preferred Securities will be deferred by the
Issuer during any such Extension Period. See "Description of Trust Preferred
Securities -- Distributions."

         See "Certain Federal Income Tax Consequences" in the accompanying
Prospectus Supplement for a description of certain federal income tax
consequences and special considerations applicable to any such Junior
Subordinated Debentures.

Additional Sums

         If any Issuer is required to pay any additional taxes, duties or other
governmental charges as a result of a Tax Event, the Company will pay as
additional amounts on such series of Junior Subordinated Debentures such amounts
as shall be required so that the Distributions payable by such Issuer shall not
be reduced as a result of any such additional taxes, duties or other
governmental charges.

Redemption

         Unless otherwise specified in the Prospectus Supplement, Junior
Subordinated Debentures will not be subject to any sinking fund.

         Unless otherwise specified in the Prospectus Supplement, the Company
may, at its option and subject to receipt of prior approval by the Federal
Reserve if then required under applicable capital guidelines or policies of the
Federal Reserve, redeem the Junior Subordinated Debentures of any series in
whole at any time or in part from time to time. If the Junior Subordinated
Debentures are so redeemable only after a certain date upon the satisfaction of
additional conditions, the applicable Prospectus Supplement will specify such
date or describe such conditions. Junior Subordinated Debentures in
denominations larger than $1,000 may be redeemed in part but only in integral
multiples of $1,000. Except as otherwise specified in the applicable Prospectus
Supplement, the redemption price for any Junior Subordinated Debenture so
redeemed shall equal any accrued and unpaid interest thereon to the redemption
date, plus 100% of the principal amount thereof.

         Except as otherwise specified in the applicable Prospectus Supplement,
if a Tax Event, Capital Treatment Event or Investment Company Event shall occur
and be continuing in respect of a series of Junior Subordinated Debentures, the
Company may, at its option and subject to receipt of prior approval by the
Federal Reserve if then required under applicable capital guidelines or policies
of the Federal Reserve, redeem such series of Junior Subordinated Debentures in
whole (but not in part) at any time within 90 days following of the occurrence
of such Tax Event, Capital Treatment Event or Investment Company Event, at a
redemption price equal to 100% of the principal amount of such Junior
Subordinated Debentures then outstanding plus accrued and unpaid interest to the
date fixed for redemption except as otherwise specified in the Prospectus
Supplement.

         Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of Junior Subordinated
Debentures to be redeemed at its registered address. Unless the Company defaults
in payment of the redemption price, on and after the redemption date interest
ceases to accrue on such Junior Subordinated Debentures or portions thereof
called for redemption.


                                       19


<PAGE>



Distribution Upon Liquidation

         As described under "Description of Trust Preferred Securities --
Liquidation Distribution Upon Dissolution," under certain circumstances
involving the termination of the Issuer, the Junior Subordinated Debentures may
be distributed to the holders of the Trust Preferred Securities in the
liquidation of the Issuer after satisfaction of liabilities to creditors of the
Issuer as provided by applicable law. If distributed to holders of the Trust
Preferred Securities in liquidation, the Junior Subordinated Debentures will
initially be issued in the form of one or more global securities and the
Depository, or any successor depository for the Trust Preferred Securities, will
act as depository for the Junior Subordinated Debentures. It is anticipated that
the depository arrangements for the Junior Subordinated Debentures would be
substantially identical to those in effect for the Trust Preferred Securities.
If the Junior Subordinated Debentures are distributed to the holders of Capital
Stock upon the liquidation of the Issuer, there can be no assurance as to the
market price of any Junior Subordinated Debentures that may be distributed to
the holders of Trust Preferred Securities.

Restrictions on Certain Payments

         The Company will also covenant, as to each series of the Junior
Subordinated Debentures, that it will not, and will not permit any subsidiary of
the Company to, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's capital stock (which includes common and preferred stock), (ii) make
any payment of principal, interest or premium, if any, on or repay or repurchase
or redeem any debt securities of the Company (including other Junior
Subordinated Debentures) that rank pari passu in all respects with or junior in
interest to the Junior Subordinated Debentures or (iii) 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 in all respects
with or junior in interest to the Junior Subordinated Debentures (other than (a)
dividends or distributions in capital stock of the Company (which includes
common and preferred stock), (b) any declaration of a dividend in connection
with the implementation of a stockholders' rights plan, or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under any Guarantee
and (d) purchases of common stock related to the issuance of common stock or
rights under any of the Company's benefit plans for its directors, officers or
employees, or related to the issuance of common stock (or securities convertible
into or exchangeable for common stock) as consideration in an acquisition
transaction) if at such time (i) there shall have occurred any event of which
the Company has actual knowledge (a) that with the giving of notice or the lapse
of time, or both, would constitute an "Event of Default" under the Indenture
with respect to the Junior Subordinated Debentures of such series and (b) in
respect of which the Company shall not have taken reasonable steps to cure, (ii)
if such Junior Subordinated Debentures are held by an Issuer of a series of
Related Trust Preferred Securities, the Company shall be in default with respect
to its payment of any obligations under the Guarantee relating to such Related
Trust Preferred Securities or (iii) the Company shall have given notice of its
selection of an Extension Period as provided in the Indenture with respect to
the Junior Subordinated Debentures of such series and shall not have rescinded
such notice, or such Extension Period, or any extension thereof, shall be
continuing.

Subordination

         In the Indenture, the Company has covenanted and agreed that any Junior
Subordinated Debentures issued thereunder will be subordinate and junior in
right of payment to all Senior and Subordinated Debt to the extent provided in
the Indenture. Upon any payment or distribution of assets of the Company upon
any liquidation, dissolution, winding up, reorganization, assignment for the
benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with any insolvency or
bankruptcy proceeding of the Company, the holders of Senior and Subordinated
Debt will first be entitled to receive payment in full of all Allocable Amounts
(as defined below) on such Senior and Subordinated Debt before the holders of
Junior Subordinated Debentures will be entitled to receive or retain any payment
in respect thereof.


                                       20


<PAGE>



         In the event of the acceleration of the maturity of any Junior
Subordinated Debentures, the holders of all Senior and Subordinated Debt
outstanding at the time of such acceleration will first be entitled to receive
payment in full of all amounts due thereon (including any amounts due upon
acceleration) before the holders of Junior Subordinated Debentures will be
entitled to receive or retain any payment in respect of the Junior Subordinated
Debentures.

         No payments on account of principal (or premium, if any) or interest in
respect of the Junior Subordinated Debentures may be made if there shall have
occurred and be continuing a default in any payment with respect to Senior and
Subordinated Debt or an event of default with respect to any Senior and
Subordinated Debt resulting in the acceleration of the maturity thereof, or if
any judicial proceeding shall be pending with respect to any such default.

         "Allocable Amounts," when used with respect to any Senior and
Subordinated Debt, means all amounts due or to become due on such Senior and
Subordinated Debt less, if applicable, any amount which would have been paid to,
and retained by, the holders of such Senior and Subordinated Debt (whether as a
result of the receipt of payments by the holders of such Senior and Subordinated
Debt from the Company or any other obligor thereon or from any holders of, or
trustee in respect of, other indebtedness that is subordinate and junior in
right of payment to such Senior and Subordinated Debt pursuant to any provision
of such indebtedness for the payment over of amounts received on account of such
indebtedness to the holders of such Senior and Subordinated Debt or otherwise)
but for the fact that such Senior and Subordinated Debt is subordinate or junior
in right of payment to (or subject to a requirement that amounts received on
such Senior and Subordinated Debt be paid over to obligees on) trade accounts
payable or accrued liabilities arising in the ordinary course of business.

         "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; (vi) all
indebtedness of such Person whether incurred on or prior to the date of the
Indenture or thereafter incurred, for claims in respect of derivative products
including interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar arrangements; and (vii) and every obligation of
the type referred to in clauses (i) through (vi) 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.

         "Senior and 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 of the Company, whether incurred on or prior to the date of the 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 Junior Subordinated
Debentures or to other Debt which is pari passu with, or subordinated to, the
Junior Subordinated Debentures; provided, however, that Senior and Subordinated
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 of the Company to any of its subsidiaries, (iii) Debt to any
employee of the Company, and (iv) any other debt securities issued pursuant to
the Indenture.

         The Indenture places no limitation on the amount of Senior and
Subordinated Debt that may be incurred by the Company. The Company expects from
time to time to incur additional indebtedness and other obligations constituting
Senior and Subordinated Debt.


                                       21


<PAGE>



         The Indenture provides that the foregoing subordination provisions,
insofar as they relate to any particular issue of Junior Subordinated
Debentures, may be changed prior to such issuance. Any such change would be
described in the applicable Prospectus Supplement.

Global Junior Subordinated Debentures

         Unless otherwise specified in the applicable Prospectus Supplement, the
Junior Subordinated Debentures of a series will be issued in whole or in part in
the form of one or more global certificates ("Global Junior Subordinated
Debentures") registered in the name of and deposited with, or on behalf of, the
Depository of such series. Global Junior Subordinated Debentures may be issued
only in fully registered form and in either temporary or permanent form.
Beneficial interests in the Junior Subordinated Debentures will be shown on, and
transfers thereof will be effected only through, records maintained by the
Depository. Except as described below, Junior Subordinated Debentures in
certified form will not be issued in exchange for the global certificates. See
"Book-Entry Issuance."

         Unless and until it is exchanged in whole or in part for the individual
Junior Subordinated Debentures represented thereby, a Global Junior Subordinated
Debenture may not be transferred except as a whole by the Depository for such
Global Junior Subordinated Debenture to a nominee of such Depository or by a
nominee of such Depository to such Depository or another nominee of such
Depository or by the Depository or any nominee to a successor Depository or any
nominee of such successor.

         The specific terms of the depositary arrangement with respect to a
series of Junior Subordinated Debentures will be described in the Prospectus
Supplement relating to such series. The Company anticipates that the following
provisions will generally apply to depositary arrangements.

         Upon the issuance of a Global Junior Subordinated Debenture, and the
deposit of such Global Junior Subordinated Debenture with or on behalf of the
Depository, the Depository for such Global Junior Subordinated Debenture or its
nominee will credit, on its book-entry registration and transfer system, the
respective principal amounts of the individual Junior Subordinated Debentures
represented by such Global Junior Subordinated Debenture to the accounts of
persons that have accounts with such Depository ("Participants"). Such accounts
shall be designated by the dealers, underwriters or agents with respect to such
Junior Subordinated Debentures or by the Company if such Junior Subordinated
Debentures are offered and sold directly by the Company. Ownership of beneficial
interests in a Global Junior Subordinated Debenture will be limited to
Participants or persons that may hold interests through Participants. Ownership
of beneficial interests in such Global Junior Subordinated Debenture will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depository or its nominee (with respect to interests
of Participants) and the records of Participants (with respect to interests of
persons who hold through Participants). The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Junior Subordinated Debenture.

         So long as the Depository for a Global Junior Subordinated Debenture,
or its nominee, is the registered owner of such Global Junior Subordinated
Debenture, such Depository or such nominee, as the case may be, will be
considered the sole owner or holder of the Junior Subordinated Debentures
represented by such Global Junior Subordinated Debenture for all purposes under
the Indenture governing such Junior Subordinated Debentures. Except as provided
below, owners of beneficial interests in a Global Junior Subordinated Debenture
will not be entitled to have any of the individual Junior Subordinated
Debentures of the series represented by such Global Junior Subordinated
Debenture registered in their names, will not receive or be entitled to receive
physical delivery of any such Junior Subordinated Debentures of the series in
definitive form and will not be considered the owners or holders thereof under
the Indenture.

         Payments of principal of (and premium, if any) and interest on
individual Junior Subordinated Debentures represented by a Global Junior
Subordinated Debenture registered in the name of a Depository or its nominee
will be made to the Depository or its nominee, as the case may be, as the


                                       22

<PAGE>

registered owner of the Global Junior Subordinated Debenture representing such
Junior Subordinated Debentures. None of the Company, the Debenture Trustee, any
Paying Agent, or the Securities Registrar for such Junior Subordinated
Debentures will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the Global Junior Subordinated Debenture representing such Junior
Subordinated Debentures or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

         The Company expects that the Depository for a series of Junior
Subordinated Debentures or its nominee, upon receipt of any payment of
principal, premium, if any, or interest in respect of a permanent Global Junior
Subordinated Debenture representing any of such Junior Subordinated Debentures,
immediately will credit Participants' accounts with payments in amounts
proportionate to their respective beneficial interest in the principal amount of
such Global Junior Subordinated Debenture for such Junior Subordinated
Debentures as shown on the records of such Depository or its nominee. The
Company also expects that payments by Participants to owners of beneficial
interests in such Global Junior Subordinated Debenture held through such
Participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form or registered in "street name." Such payments will be the responsibility of
such Participants.

         Unless otherwise specified in the Prospectus Supplement, if the
Depository for a series of Junior Subordinated Debentures is at any time
unwilling, unable or ineligible to continue as depository and a successor
depository is not appointed by the Company within 90 days, the Company will
issue individual Junior Subordinated Debentures of such series in exchange for
the Global Junior Subordinated Debenture representing such series of Junior
Subordinated Debentures. In addition, the Company may at any time and in its
sole discretion, subject to any limitations described in the Prospectus
Supplement relating to such Junior Subordinated Debentures, determine not to
have any Junior Subordinated Debentures of such series represented by one or
more Global Junior Subordinated Debentures and, in such event, will issue
individual Junior Subordinated Debentures of such series in exchange for the
Global Junior Subordinated Debenture or Debentures representing such Junior
Subordinated Debentures of such series. Further, if the Company so specifies
with respect to the Junior Subordinated Debentures of such series, an owner of a
beneficial interest in a Global Junior Subordinated Debenture representing
Junior Subordinated Debentures of such series may, on terms acceptable to the
Company, the Debenture Trustee and the Depository for such Global Junior
Subordinated Debenture, receive individual Junior Subordinated Debentures of
such series in exchange for such beneficial interests, subject to any
limitations described in the Prospectus Supplement relating to such Junior
Subordinated Debentures. In any such instance, an owner of a beneficial interest
in a Global Junior Subordinated Debenture will be entitled to physical delivery
of individual Junior Subordinated Debentures of the series represented by such
Global Junior Subordinated Debenture equal in principal amount to such
beneficial interest and to have such Junior Subordinated Debentures registered
in its name. Individual Junior Subordinated Debentures so issued will be issued
in denominations, unless otherwise specified by the Company, of $1,000 and
integral multiples thereof.

Denominations, Registration and Transfer

         Unless otherwise specified in the Prospectus Supplement, the Junior
Subordinated Debentures will be issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. Junior
Subordinated Debentures of any series will be exchangeable for other Junior
Subordinated Debentures of the same issue and series, of any authorized
denominations, of a like aggregate principal amount, of the same original issue
date and Stated Maturity and bearing the same interest rate.

         Junior Subordinated Debentures may be presented for exchange as
provided above, and may be presented for registration of transfer (with the form
of transfer endorsed thereon, or a satisfactory written instrument of transfer,
duly executed), at the office of the appropriate securities registrar or at the
office of any transfer agent designated by the Company for such purpose with
respect to any series of Junior Subordinated Debentures and referred to in the
applicable Prospectus Supplement, without service charge and upon payment of any
taxes and other governmental charges as described in the Indenture. The Company
will appoint the Debenture Trustee as securities registrar under the Indenture.
If the applicable Prospectus Supplement refers to any transfer agents (in

                                       23

<PAGE>

addition to the securities registrar) initially designated by the Company with
respect to any series of Junior Subordinated Debentures, the Company may at any
time rescind the designation of any such transfer agent or approve a change in
the location through which any such transfer agent acts, provided that the
Company maintains a transfer agent in each place of payment. The Company may at
any time designate additional transfer agents with respect to any series of
Junior Subordinated Debentures.

         In the event of any redemption, neither the Company nor the Debenture
Trustee shall be required to (i) issue, register the transfer of or exchange
Junior Subordinated Debentures of any series during a period beginning at the
opening of business 15 days before the day of selection for redemption of Junior
Subordinated Debentures of that series and ending at the close of business on
the day of mailing of the relevant notice of redemption or (ii) transfer or
exchange any Junior Subordinated Debentures so selected for redemption, except,
in the case of any Junior Subordinated Debentures being redeemed in part, any
portion thereof not to be redeemed.

Payment and Paying Agents

         Unless otherwise specified in the applicable Prospectus Supplement,
payment of principal of (and premium, if any) and any interest on a series of
Junior Subordinated Debentures will be made at the office of the Debenture
Trustee or at the office of such paying agent or paying agents as the Company
may designate from time to time in the applicable Prospectus Supplement, except
that at the option of the Company payment of any interest may be made (i) except
in the case of Global Junior Subordinated Debentures, by check mailed to the
address of the person entitled thereto as such address shall appear in the
securities register or (ii) by transfer to an account maintained by the person
entitled thereto as specified in the securities register, provided that proper
transfer instructions have been received by the Regular Record Date. Unless
otherwise indicated in the applicable Prospectus Supplement, payment of any
interest on Junior Subordinated Debentures will be made to the person in whose
name such Junior Subordinated Debenture is registered at the close of business
on the Regular Record Date for such interest, except in the case of defaulted
interest. The Company may at any time designate additional paying agents or
rescind the designation of any paying agent; however the Company will at all
times be required to maintain a paying agent in each place of payment for all of
the Junior Subordinated Debentures.

         Any moneys deposited with the Debenture Trustee or any paying agent, or
then held by the Company in trust, for the payment of the principal of (and
premium, if any) or interest on any Junior Subordinated Debenture and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall, at the request of the Company, be repaid to
the Company and the holder of such Junior Subordinated Debenture shall
thereafter look, as a general unsecured creditor, only to the Company for
payment thereof.

Modification of Indenture

         From time to time the Company and the Debenture Trustee may, without
the consent of the holders of any series of Junior Subordinated Debentures,
amend, waive or supplement the Indenture for specified purposes, including,
among other things, curing ambiguities, defects or inconsistencies (provided
that any such action does not materially adversely affect the interest of the
holders of any series of the Junior Subordinated Debentures or in the case of
Corresponding Junior Subordinated Debentures, the holders of the Related Trust
Preferred Securities so long as they remain outstanding) and qualifying, or
maintaining the qualification of, the Indenture under the Trust Indenture Act.
The Indenture contains provisions permitting the Company and the Debenture
Trustee, with the consent of the holders of not less than a majority in
principal amount of each outstanding series of Junior Subordinated Debentures
affected, to modify the Indenture in a manner affecting the rights of the
holders of such series of Junior Subordinated Debentures in any material
respect; provided, that no such modification may, without the consent of the
holder of each outstanding Junior Subordinated Debenture so affected, (i) change
the Stated Maturity of any series of Junior Subordinated Debentures (except as
otherwise specified in the applicable Prospectus Supplement), or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, (ii) reduce the percentage of principal amount of Junior
Subordinated Debentures of any series, the holders of which are required to
consent to any such modification of the Indenture, (iii) modify certain

                                       24

<PAGE>

provisions of the Indenture relating to modification or waiver except to
increase the required percentage, or (iv) modify the provisions with respect to
the subordination of outstanding Junior Subordinated Debentures of any series in
a manner adverse to the holders thereof, provided that in the case of
Corresponding Junior Subordinated Debentures, so long as any of the holders of
the Related Trust Preferred Securities remain outstanding, no such modification
may be made that adversely affects the holders of such Trust Preferred
Securities in any material respect, and no termination of the Indenture may
occur, and no waiver of any event of default or compliance with any covenant
under the Indenture may be effective, without the prior consent of the holders
of at least a majority of the aggregate Liquidation Amount of all such Related
Trust Preferred Securities unless and until the principal of the Corresponding
Junior Subordinated Debentures and all accrued and unpaid interest thereon have
been paid in full and certain other conditions have been satisfied.

         In addition, the Company and the Debenture Trustee may execute, without
the consent of any holder of Junior Subordinated Debentures, any supplemental
Indenture for the purpose of creating any new series of Junior Subordinated
Debentures.

Debenture Events of Default

         The Indenture provides that any one or more of the following described
events with respect to a series of Junior Subordinated Debentures that has
occurred and is continuing constitutes a "Debenture Event of Default" with
respect to such series of Junior Subordinated Debentures:

         (i) failure for 30 days to pay any interest on such series of Junior
         Subordinated Debentures when due (subject to the deferral of any
         interest payment in the case of an Extension Period); or

         (ii) failure to pay any principal or premium, if any, on such series of
         Junior Subordinated Debentures when due whether at maturity or upon
         redemption by declaration or otherwise; or

         (iii) failure to observe or perform in any material respect certain
         other covenants contained in the Indenture for 60 days after written
         notice to the Company from the Debenture Trustee or the holders of at
         least 25% in aggregate outstanding principal amount of such affected
         series of outstanding Junior Subordinated Debentures; or

         (iv) certain events in bankruptcy, insolvency or reorganization of the
         Company.

         The holders of a majority in aggregate outstanding principal amount of
each series affected of Junior Subordinated Debentures have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Debenture Trustee. The Debenture Trustee or the holders of not less than
25% in aggregate outstanding principal amount of such series of Junior
Subordinated Debentures may declare the principal due and payable immediately
upon a Debenture Event of Default and, in the case of Corresponding Junior
Subordinated Debentures, should the Debenture Trustee or such holders of such
Corresponding Junior Subordinated Debentures fail to make such declaration, the
holders of at least 25% in aggregate Liquidation Amount of the Related Trust
Preferred Securities shall have such right. The holders of a majority in
aggregate outstanding principal amount of Junior Subordinated Debentures may
annul such declaration and waive such default (other than the non-payment of the
principal of such series of Junior Subordinated Debentures which has become due
solely by such acceleration) has been cured and a sum sufficient to pay all
matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Debenture Trustee. In the case of
Corresponding Junior Subordinated Debentures, should the holders of such
Corresponding Junior Subordinated Debentures fail to annul such declaration and
waive such default, the holders of a majority in aggregate Liquidation Amount of
the Trust Preferred Securities affected shall have such right.

         The holders of a majority in aggregate outstanding principal amount of
each series of Junior Subordinated Debentures affected thereby may, on behalf of
the holders of all the Junior Subordinated Debentures of such series, waive any

                                       25

<PAGE>

default, except a default in the payment of principal or interest (unless such
default has been cured and a sum sufficient to pay all matured installments of
interest and principal due otherwise than by acceleration has been deposited
with the Debenture Trustee) or a default in respect of a covenant or provision
which under the Indenture cannot be modified or amended without the consent of
the holder of each outstanding Junior Subordinated Debenture. In the case of
Corresponding Junior Subordinated Debentures, should the holders of such
Corresponding Junior Subordinated Debentures fail to annul such declaration and
waive such default, the holders of a majority in aggregate Liquidation Amount of
the Related Trust Preferred Securities shall have such right. The Company is
required to file annually with the Debenture Trustee a certificate as to whether
or not the Company is in compliance with all the conditions and covenants
applicable to it under the Indenture.

         In case a Debenture Event of Default shall occur and be continuing as
to a series of Corresponding Junior Subordinated Debentures, the Property
Trustee will have the right to declare the principal of and the interest on such
Corresponding Junior Subordinated Debentures, and any other amounts payable
under the Indenture, to be forthwith due and payable and to enforce its other
rights as a creditor with respect to such Corresponding Junior Subordinated
Debentures.

Enforcement of Certain Rights By Holders of Trust Preferred Securities

         If a Debenture Event of Default with respect to a series of Junior
Subordinated Debentures has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest or principal on such
series of Junior Subordinated Debentures on the date such interest or principal
is due and payable, a holder of Trust Preferred Securities may institute a legal
proceeding directly against the Company for enforcement of payment to such
holder of the principal of or interest on such series of Junior Subordinated
Debentures having a principal amount equal to the aggregate Liquidation Amount
of the Related Trust Preferred Securities of such holder (a "Direct Action").
The Company may not amend the Indenture to remove the foregoing right to bring a
Direct Action without the prior written consent of the holders of all of the
Trust Preferred Securities outstanding. If the right to bring a Direct Action is
removed, the applicable Issuer may become subject to the reporting obligations
under the Exchange Act. The Company shall have the right under the Indenture to
set-off any payment made to such holder of Trust Preferred Securities by the
Company in connection with a Direct Action. See "Risk Factors -- Rights Under
the Guarantee; Direct Action" in the accompanying Prospectus Supplement.

         The holders of the Trust Preferred Securities will not be able to
exercise directly any remedies other than those set forth in the preceding
paragraph available to the holders of the Junior Subordinated Debentures unless
there shall have been an Event of Default under the Trust Agreement. See
"Description of Trust Preferred Securities -- Events of Default; Notice."

Consolidation, Merger, Sale of Assets and Other Transactions

         The Indenture provides that the Company shall not consolidate with or
merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and no Person shall
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless (i) 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 such successor Person expressly assumes
the Company's obligations on the Junior Subordinated Debentures issued under the
Indenture; (ii) immediately after giving effect thereto, no Debenture Event of
Default, and no event which, after notice or lapse of time or both, would become
a Debenture Event of Default, shall have occurred and be continuing; (iii) in
the case of Corresponding Junior Subordinated Debentures, such transaction is
permitted under the related Trust Agreement and the related Guarantee Agreement
and does not give rise to any breach or violation of the related Trust Agreement
or related Guarantee Agreement, and (iv) certain other conditions as prescribed
by the Indenture are met.


                                       26


<PAGE>



         The general provisions of the Indenture do not afford holders of the
Junior Subordinated Debentures protection in the event of a highly leveraged or
other transaction involving the Company that may adversely affect holders of the
Junior Subordinated Debentures.

Satisfaction and Discharge

         The Indenture provides that when, among other things, all Junior
Subordinated Debentures not previously delivered to the Debenture Trustee for
cancellation (i) have become due and payable or (ii) will become due and payable
at their Stated Maturity within one year, and the Company deposits or causes to
be deposited with the Debenture Trustee funds, in trust, for the purpose and in
an amount in the currency or currencies in which the Junior Subordinated
Debentures are payable sufficient to pay and discharge the entire indebtedness
on the Junior Subordinated Debentures not previously delivered to the Debenture
Trustee for cancellation, for the principal (and premium, if any) and interest
to the date of the deposit or to the Stated Maturity, as the case may be, then
the Indenture will cease to be of further effect (except as to the Company's
obligations to pay all other sums due pursuant to the Indenture and to provide
the officers' certificates and opinions of counsel described therein), and the
Company will be deemed to have satisfied and discharged the Indenture.

Covenants of the Company

         The Company will covenant, as to each series of Junior Subordinated
Debentures and Corresponding Junior Subordinated Debentures, in the Indenture
that, if and so long as (i) the Issuer is the holder of all such Junior
Subordinated Debentures, (ii) a Tax Event in respect of the Issuer has occurred
and is continuing and (iii) the Company has elected, and has not revoked such
election, to pay Additional Sums (as defined under "Description of Trust
Preferred Securities -- Redemption") in respect of such Trust Securities, the
Company will pay to the Issuer such Additional Sums. The Company will also
covenant (i) to maintain directly or indirectly 100% ownership of the Common
Securities of the Issuer, provided that certain successors which are permitted
pursuant to the Indenture may succeed to the Company's ownership of the Common
Securities, (ii) not to voluntarily terminate, wind up or liquidate the Issuer,
except (a) in connection with a distribution of Junior Subordinated Debentures
to the holders of the Trust Preferred Securities in exchange therefor upon
liquidation of the Issuer, or (b) in connection with certain mergers,
consolidations or amalgamations permitted by the Trust Agreement, in either such
case, if so specified in the Prospectus Supplement upon prior approval of the
Federal Reserve if then so required under applicable capital guidelines or
policies, and (iii) to use its reasonable efforts, consistent with the terms and
provisions of the Trust Agreement, to cause the Issuer to remain classified as a
grantor trust and not as an association taxable as a corporation for United
States federal income tax purposes.

Governing Law

         The Indenture and the Junior Subordinated Debentures will be governed
by and construed in accordance with the laws of the State of Delaware.

Information Concerning the Debenture Trustee

         The Debenture Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to such provisions, the Debenture Trustee is under no
obligation to exercise any of the powers vested in it by the Indenture at the
request of any holder of Junior Subordinated Debentures, unless offered
reasonable indemnity by such holder against the costs, expenses and liabilities
which might be incurred thereby. The Debenture 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 Debenture Trustee reasonably believes that
repayment or adequate indemnity is not reasonably assured to it.


                                       27


<PAGE>



Corresponding Junior Subordinated Debentures

         The Corresponding Junior Subordinated Debentures may be issued in one
or more series of Junior Subordinated Debentures under the Indenture with terms
corresponding to the terms of a series of Related Trust Preferred Securities. In
that event, concurrently with the issuance of each Issuer's Trust Preferred
Securities, such Issuer will invest the proceeds thereof and the consideration
paid by the Company for the Related Common Securities in a series of
Corresponding Junior Subordinated Debentures issued by the Company to such
Issuer. Each series of Corresponding Junior Subordinated Debentures will be in
the principal amount equal to the aggregate stated Liquidation Amount of the
Related Trust Preferred Securities and Common Securities of such Issuer and will
rank pari passu with all other series of Junior Subordinated Debentures. Holders
of the Related Trust Preferred Securities for a series of Corresponding Junior
Subordinated Debentures will have the rights in connection with modifications to
the Indenture or upon occurrence of Debenture Events of Default described under
" -- Modification of Indenture" and " -- Debenture Events of Default," unless
provided otherwise in the Prospectus Supplement for such Related Trust Preferred
Securities.

         Unless otherwise specified in the applicable Prospectus Supplement, if
a Tax Event in respect of an Issuer of Related Trust Preferred Securities shall
occur and be continuing, the Company may, at its option and subject to prior
approval by the Federal Reserve (if then required under applicable capital
guidelines or policies) redeem the Corresponding Junior Subordinated Debentures
at any time within 90 days of the occurrence of such Tax Event, in whole but not
in part, subject to the provisions of the Indenture and whether or not such
Corresponding Junior Subordinated Debentures are then otherwise redeemable at
the option of the Company. The Redemption Price for any Corresponding Junior
Subordinated Debentures shall be equal to 100% of the principal amount of such
Corresponding Junior Subordinated Debentures then outstanding plus accrued and
unpaid interest to the date fixed for redemption. For so long as the applicable
Issuer is the holder of all the outstanding series of Corresponding Junior
Subordinated Debentures, the proceeds of any such redemption will be used by
such Issuer to redeem the corresponding Trust Securities in accordance with
their terms. The Company may not redeem a series of Corresponding Junior
Subordinated Debentures in part unless all accrued and unpaid interest has been
paid in full on all outstanding Corresponding Junior Subordinated Debentures of
such series for all interest periods terminating o or prior to the Redemption
Date.

                               BOOK-ENTRY ISSUANCE

         The Depository will act as securities depository for all of the Trust
Preferred Securities and the Junior Subordinated Debentures, unless otherwise
referred to in the Prospectus Supplement relating to an offering of Trust
Preferred Securities or Junior Subordinated Debentures. The Trust Preferred
Securities and the Junior Subordinated Debentures will be issued only as
fully-registered securities registered in the name of Cede & Co. (the

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<PAGE>

Depository's nominee). One or more fully-registered global certificates will be
issued for the Trust Preferred Securities of each Issuer and the Junior
Subordinated Debentures, representing in the aggregate the total number of such
Issuer's Trust Preferred Securities or aggregate principal balance of Junior
Subordinated Debentures, respectively, and will be deposited with the
Depository.

         The Depository is a limited purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Depository holds securities that its Participants deposit with
the Depository. The Depository also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. "Direct Participants" include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. The Depository is owned by a number of its Direct Participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and
the National Association of Securities Dealers, Inc. Access to the Depository
system is also available to others such as securities brokers and dealers, banks
and trust companies that clear through or maintain custodial relationships with
Direct Participants, either directly or indirectly ("Indirect Participants").
"Participants" means Direct Participants and Indirect Participants. The rules
applicable to the Depository and its Participants are on file with the
Commission.

         Purchases of Trust Preferred Securities or Junior Subordinated
Debentures within the Depository system must be made by or through Direct
Participants, which will receive a credit for the Trust Preferred Securities or
Junior Subordinated Debentures on the Depository's records. The ownership
interest of each actual purchaser of each Trust Preferred Security and each
Junior Subordinated Debenture ("Beneficial Owner") is in turn to be recorded on
the Direct and Indirect Participants' records. Beneficial Owners will not
receive written confirmation from the Depository of their purchases, but
Beneficial Owners are expected to receive written confirmations providing
details of the transactions, as well as periodic statements of their holdings,
from the Direct or Indirect Participants through which the Beneficial Owners
purchased Trust Preferred Securities or Junior Subordinated Debentures.
Transfers of ownership interests in the Trust Preferred Securities or Junior
Subordinated Debentures are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Trust Preferred
Securities or Junior Subordinated Debentures, except in the event that use of
the book-entry system for the Trust Preferred Securities of such Issuer or
Junior Subordinated Debentures is discontinued.

         The Depository has no knowledge of the actual Beneficial Owners of the
Trust Preferred Securities or Junior Subordinated Debentures; the Depository's
records reflect only the identity of the Direct Participants to whose accounts
such Trust Preferred Securities or Junior Subordinated Debentures are credited,
which may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their customers.

         Conveyance of notices and other communications by the Depository to
Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners and the
voting rights of Direct Participants, Indirect Participants and Beneficial
Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.

         Redemption notices will be sent to Cede & Co. as the registered holder
of the Trust Preferred Securities or Junior Subordinated Debentures. If less
than all of an Issuer's Trust Preferred Securities or the Junior Subordinated
Debentures are being redeemed, the Depository's current practice is to determine
by lot the amount of the interest of each Direct Participant to be redeemed.

         Although voting with respect to the Trust Preferred Securities or the
Junior Subordinated Debentures is limited to the holders of record of the Trust
Preferred Securities or Junior Subordinated Debentures, in those instances in
which a vote is required, neither the Depository nor Cede & Co. will itself
consent or vote with respect to Trust Preferred Securities or Junior
Subordinated Debentures. Under its usual procedures, the Depository would mail


                                       29

<PAGE>

an omnibus proxy (the "Omnibus Proxy") to the relevant Trustee as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts such
Trust Preferred Securities or Junior Subordinated Debentures are credited on the
record date (identified in a listing attached to the Omnibus Proxy).

         Distribution payments on the Trust Preferred Securities or the Junior
Subordinated Debentures will be made by the relevant Trustee to the Depository.
The Depository's practice is to credit Direct Participants' accounts on the
relevant payment date in accordance with their respective holdings shown on the
Depository's records unless the Depository has reason to believe that it will
not receive payments on such payment date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices and will be the responsibility of such Participant and not of the
Depository, the relevant Trustee, the Issuer thereof or the Company, subject to
any statutory or regulatory requirements as may be in effect from time to time.
Payment of Distributions to the Depository is the responsibility of the relevant
Trustee, disbursement of such payments to Direct Participants is the
responsibility of the Depository, and disbursements of such payments to the
Beneficial Owners is the responsibility of Direct and Indirect Participants.

         The Depository may discontinue providing its services as securities
depository with respect to any of the Trust Preferred Securities or the Junior
Subordinated Debentures at any time by giving reasonable notice to the Trustee
and the Company. In the event that a successor securities depository is not
obtained, definitive Trust Preferred Security or Junior Subordinated Debenture
certificates representing such Trust Preferred Securities or Junior Subordinated
Debentures are required to be printed and delivered. The Company, at its option,
may decide to discontinue use of the system of book-entry transfers through the
Depository (or a successor depository). After a Debenture Event of Default, the
holders of a majority in liquidation preference of Trust Preferred Securities or
aggregate principal amount of Junior Subordinated Debentures may determine to
discontinue the system of book-entry transfers through the Depository. In any
such event, definitive certificates for such Trust Preferred Securities or
Junior Subordinated Debentures will be printed and delivered.

         The information in this section concerning the Depository and the
Depository's book-entry system has been obtained from sources that the Issuers
and the Company believe to be accurate, but the Issuers and the Company assume
no responsibility for the accuracy thereof. Neither the Issuers nor the Company
has any responsibility for the performance by the Depository or its Participants
of their respective obligations as described herein or under the rules and
procedures governing their respective operations.

                            DESCRIPTION OF GUARANTEES

         Guarantees will be executed and delivered by the Company concurrently
with the issuance by each Issuer of its Trust Preferred Securities and Common
Securities for the benefit of the holders from time to time of such Trust
Preferred Securities and Common Securities. Wilmington Trust Company will act as
the Guarantee Trustee under each Guarantee Agreement for the purposes of
compliance with the Trust Indenture Act and each Guarantee Agreement will be
qualified as an indenture under the Trust Indenture Act. This summary of certain
provisions of the Guarantees, which summarizes the material terms thereof, does
not purport to be complete and is subject to, and qualified in its entirety by
reference to, all of the provisions of each Guarantee, including the definitions
therein of certain terms, and the Trust Indenture Act, to each of which
reference is hereby made. The form of the Guarantee Agreement relating to the
Trust Preferred Securities has been filed as an exhibit to the Registration
Statement of which this Prospectus forms a part. Reference in this summary to
Trust Preferred Securities or Trust Securities means that Issuer's Trust
Preferred Securities to which a Guarantee relates. The Guarantee Trustee will
hold each Guarantee for the benefit of the holders of the related Issuer's Trust
Preferred Securities and Common Securities.

General

         The Company will irrevocably agree to pay in full on a subordinated
basis, to the extent set forth herein, the Guarantee Payments (as defined below)
to the holders of the Trust Preferred Securities, as and when due, regardless of

                                       30

<PAGE>

any defense, right of set-off or counterclaim that such Issuer may have or
assert other than the defense of payment. The following payments with respect to
the Trust Preferred Securities, to the extent not paid by or on behalf of the
related Issuer (the "Guarantee Payments"), will be subject to the Guarantee: (i)
any accumulated and unpaid Distributions required to be paid on such Trust
Preferred Securities, to the extent that such Issuer has funds on hand available
therefor at such time, (ii) the Redemption Price with respect to any Trust
Preferred Securities called for redemption, to the extent that such Issuer has
funds on hand available therefor at such time, or (iii) upon a voluntary or
involuntary dissolution, winding up or liquidation of such Issuer (unless the
Corresponding Junior Subordinated Debentures are distributed to holders of such
Trust Preferred Securities in exchange therefor), the lesser of (a) the
Liquidation Distribution and (b) the amount of assets of such Issuer remaining
available for distribution to holders of Trust Preferred Securities after
satisfaction of liabilities to creditors of such Issuer as required by
applicable law. The Company's obligation to make a Guarantee Payment may be
satisfied by direct payment of the required amounts by the Company to the
holders of the applicable Trust Preferred Securities or by causing the Issuer to
pay such amounts to such holders.

         Each Guarantee will be an irrevocable guarantee on a subordinated basis
of the related Issuer's obligations under the Trust Preferred Securities, but
will apply only to the extent that such related Issuer has funds sufficient to
make such payments, and is not a guarantee of collection.

         If the Company does not make interest payments on the Corresponding
Junior Subordinated Debentures held by the Issuer, the Issuer will not be able
to pay Distributions on the Trust Preferred Securities and will not have funds
legally available therefor. Each Guarantee will rank subordinate and junior in
right of payment to all Senior and Subordinated Debt of the Company. See " --
Status of the Guarantees." Because the Company is a holding company, the right
of the Company to participate in any distribution of assets of any subsidiary
upon such subsidiary's liquidation or reorganization or otherwise, is subject to
the prior claims of creditors of that subsidiary, except to the extent the
Company may itself be recognized as a creditor of that subsidiary. Accordingly,
the Company's obligations under the Guarantees will be effectively subordinated
to all existing and future liabilities of the Company's subsidiaries, and
claimants should look only to the assets of the Company for payments thereunder.
See "The Company." Except as otherwise provided in the applicable Prospectus
Supplement, the Guarantees do not limit the incurrence or issuance of other
secured or unsecured debt of the Company, including Senior and Subordinated
Debt, whether under the Indenture, any other existing indenture or any other
indenture that the Company may enter into in the future or otherwise.

         The Company has, through the applicable Guarantee, the applicable
Guarantee Agreement, the applicable Trust Agreement, the related Junior
Subordinated Debentures, the Indenture and the Expense Agreement, taken
together, fully, irrevocably and unconditionally guaranteed all of the Issuer's
obligations under the Trust Preferred Securities. No single document standing
alone or operating in conjunction with fewer than all of the other documents
constitutes such guarantee. It is only the combined operation of these documents
that has the effect of providing a full, irrevocable and unconditional guarantee
of the Issuer's obligations under the Trust Preferred Securities. See
"Relationship Among the Trust Preferred Securities, the Junior Subordinated
Debentures and the Guarantees."

Status of the Guarantees

         Each Guarantee will constitute an unsecured obligation of the Company
and will rank subordinate and junior in right of payment to all Senior and
Subordinated Debt of the Company in the same manner as the Junior Subordinated
Debentures.

         Each Guarantee will rank pari passu with all other Guarantees issued by
the Company. Each Guarantee will constitute a guarantee of payment and not of
collection (i.e., the guaranteed party may institute a legal proceeding directly
against the Guarantor to enforce its rights under the Guarantee without first
instituting a legal proceeding against any other person or entity). Each
Guarantee will be held for the benefit of the holders of the Related Trust
Preferred Securities. Each Guarantee will not be discharged except by payment of
the Guarantee Payments in full to the extent not paid by the Issuer or upon
distribution to the holders of the Trust Preferred Securities of the
Corresponding Junior Subordinated Debentures. None of the Guarantees places a
limitation on the amount of additional Senior and Subordinated Debt that may be
incurred by the Company. The Company expects from time to time to incur
additional indebtedness constituting Senior and Subordinated Debt.

                                       31

<PAGE>


Amendments and Assignment

         Except with respect to any changes which do not materially adversely
affect the rights of holders of the Related Trust Preferred Securities (in which
case no vote will be required), no Guarantee may be amended without the prior
approval of the holders of not less than a majority of the aggregate Liquidation
Amount of such outstanding Trust Preferred Securities. The manner of obtaining
any such approval will be as set forth under "Description of Trust Preferred
Securities -- Voting Rights; Amendment of each Trust Agreement." All guarantees
and agreements contained in each Guarantee shall bind the successors, assigns,
receivers, trustees and representatives of the Company and shall inure to the
benefit of the holders of the Related Trust Preferred Securities then
outstanding.

Events of Default

         An event of default under each Guarantee Agreement will occur upon the
failure of the Company to perform any of its payment or other obligations
thereunder. The holders of not less than a majority in aggregate Liquidation
Amount of the Related Trust Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of such Guarantee or to direct the exercise of
any trust or power conferred upon the Guarantee Trustee under such Guarantee
Agreement.

         Any holder of the Trust Preferred Securities may institute a legal
proceeding directly against the Company to enforce its rights under such
Guarantee without first instituting a legal proceeding against the Issuer, the
Guarantee Trustee or any other person or entity.

         The Company, as guarantor, is required to file annually with the
Guarantee Trustee a certificate as to whether or not the Company is in
compliance with all the conditions and covenants applicable to it under each
Guarantee.

Information Concerning the Guarantee Trustee

         The Guarantee Trustee, other than during the occurrence and continuance
of a default by the Company in performance of any Guarantee, undertakes to
perform only such duties as are specifically set forth in each Guarantee and,
after default with respect to any Guarantee, 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. Subject to this provision, the Guarantee Trustee is under no
obligation to exercise any of the powers vested in it by any Guarantee at the
request of any holder of any Trust Preferred Securities unless it is offered
reasonable indemnity against the costs, expenses and liabilities that might be
incurred thereby.

Termination of the Guarantee

         Each Guarantee will terminate and be of no further force and effect
upon full payment of the Redemption Price of the Related Trust Preferred
Securities, upon full payment of the amounts payable upon liquidation of the
related Issuer or upon distribution of Corresponding Junior Subordinated
Debentures to the holders of the Related Trust Preferred Securities in exchange
therefor. Each Guarantee will continue to be effective or will be reinstated, as
the case may be, if at any time any holder of the Related Trust Preferred
Securities must restore payment of any sums paid under such Trust Preferred
Securities or such Guarantee.

Governing Law

         Each Guarantee will be governed by and construed in accordance with the
laws of the State of Delaware.

                                       32


<PAGE>



The Expense Agreement

         Pursuant to an Expense Agreement entered into by the Company under each
Trust Agreement (the "Expense Agreement"), the Company will irrevocably and
unconditionally guarantee to each person or entity to whom the applicable Issuer
becomes indebted or liable, the full payment of any costs, expenses or
liabilities of such Issuer, other than obligations of such Issuer to pay to the
holders of any Trust Preferred Securities or other similar interests in such
Issuer of the amounts due such holders pursuant to the terms of the Trust
Preferred Securities or such other similar interests, as the case may be.

               RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES,
              THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEES

Full and Unconditional Guarantee

         Payments of Distributions and other amounts due on the Trust Preferred
Securities (to the extent the Issuer has funds available for the payment of such
Distributions) are irrevocably guaranteed by the Company as and to the extent
set forth under "Description of Guarantees." Taken together, the Company's
obligations under each series of Junior Subordinated Debentures, the Indenture,
the related Trust Agreement, the related Expense Agreement, the related
Guarantee Agreement and the related Guarantee provide, in the aggregate, a full,
irrevocable and unconditional guarantee of payments of distributions and other
amounts due on the related series of Trust Preferred Securities. No single
document standing alone or operating in conjunction with fewer than all of the
other documents constitutes such guarantee. It is only the combined operation of
these documents that has the effect of providing a full, irrevocable and
unconditional guarantee of the Issuer's obligations under the Trust Preferred
Securities. If and to the extent that the Company does not make payments on any
series of Corresponding Junior Subordinated Debentures, such Issuer will not pay
Distributions or other amounts due on its Trust Preferred Securities. The
Guarantees do not cover payment of Distributions when the related Issuer does
not have sufficient funds to pay such Distributions. In such event, the remedy
of a holder of a series of Trust Preferred Securities is to institute a Direct
Action. The obligations of the Company under each Guarantee are subordinate and
junior in right of payment to all Senior and Subordinated Debt of the Company.

Sufficiency of Payments

         As long as payments of interest and other payments are made when due on
each series of Corresponding Junior Subordinated Debentures, such payments will
be sufficient to cover Distributions and other payments due on the Related Trust
Preferred Securities, primarily because (i) the aggregate principal amount of
each series of Corresponding Junior Subordinated Debentures will be equal to the
sum of the aggregate stated Liquidation Amount of the Related Trust Preferred
Securities and Common Securities; (ii) the interest rate and interest and other
payment dates on each series of Corresponding Junior Subordinated Debentures
will match the Distribution rate and Distribution and other payment dates for
the related Trust Securities; (iii) the Company shall pay for all and any costs,
expenses and liabilities of such Issuer except the Issuer's obligations to
holders of the Trust Securities under such Trust Securities; and (iv) each Trust
Agreement further provides that the Issuer will not engage in any activity that
is not consistent with the limited purposes thereof.

         Notwithstanding anything to the contrary in the Indenture, the Company
has the right to set-off any payment it is otherwise required to make thereunder
with and to the extent the Company has theretofore made, or is concurrently on
the date of such payment making, a payment under the related Guarantee.

Enforcement Rights of Holders of Trust Preferred Securities

         A holder of any Related Trust Preferred Security may institute a legal
proceeding directly against the Company to enforce its rights under the related
Guarantee without first instituting a legal proceeding against the Guarantee
Trustee, the related Issuer or any other person or entity.

                                       33


<PAGE>



         A default or event of default under any Senior and Subordinated Debt of
the Company would not constitute a default or a Debenture Event of Default.
However, in the event of payment defaults under, or acceleration of, Senior and
Subordinated Debt of the Company, the subordination provisions of the Indenture
provide that no payments may be made in respect of the Corresponding Junior
Subordinated Debentures until such Senior and Subordinated Debt has been paid in
full or any payment default thereunder has been cured or waived. Failure to make
required payments on any series of Corresponding Junior Subordinated Debentures
would constitute an Event of Default under each Trust Agreement.

Limited Purpose of Issuers

         Each Issuer's Trust Preferred Securities evidence a beneficial interest
in such Issuer, and each Issuer exists for the sole purpose of issuing its Trust
Preferred Securities and Common Securities, investing the proceeds thereof in
Corresponding Junior Subordinated Debentures and activities incidental thereto.
A principal difference between the rights of a holder of a Trust Preferred
Security and a holder of a Corresponding Junior Subordinated Debenture is that a
holder of a Corresponding Junior Subordinated Debenture is entitled to receive
from the Company the principal amount of and interest accrued on Corresponding
Junior Subordinated Debentures held, while a holder of Trust Preferred
Securities is entitled to receive Distributions from such Issuer (or from the
Company under the applicable Guarantee) if and to the extent such Issuer has
funds available for the payment of such Distributions.

Rights Upon Termination

         Upon any voluntary or involuntary termination, winding up or
liquidation of any Issuer involving the liquidation of the Corresponding Junior
Subordinated Debentures, the holders of the Related Trust Preferred Securities
will be entitled to receive, out of the assets held by such Issuer, the
Liquidation Distribution in cash. See "Description of Trust Preferred Securities
- -- Liquidation Distribution Upon Dissolution." Upon any voluntary or involuntary
liquidation or bankruptcy of the Company, the Property Trustee, as holder of the
Corresponding Junior Subordinated Debentures, would be a subordinated creditor
of the Company, subordinated in right of payment to all Senior and Subordinated
Debt as set forth in the Indenture, but entitled to receive payment in full of
principal and interest, before any stockholders of the Company receive payments
or distributions. Since the Company is the guarantor under each Guarantee and
has agreed to pay for all costs, expenses and liabilities of each Issuer (other
than the Issuer's obligations to the holders of its Trust Preferred Securities),
the positions of a holder of such Trust Preferred Securities and a holder of
such Corresponding Junior Subordinated Debentures relative to other creditors
and to stockholders of the Company in the event of liquidation or bankruptcy of
the Company are expected to be substantially the same.


                              PLAN OF DISTRIBUTION

         The Trust Preferred Securities or the Junior Subordinated Debentures
may be sold in a public offering to or through underwriters or dealers
designated from time to time. The Company and each Issuer may sell its Trust
Preferred Securities or Junior Subordinated Debentures as soon as practicable
after effectiveness of the Registration Statement of which this Prospectus forms
a part. The names of any underwriters or dealers involved in the sale of the
Trust Preferred Securities or Junior Subordinated Debentures in respect of which
this Prospectus is delivered, the amount or number of Trust Preferred Securities
and Junior Subordinated Debentures to be purchased by any such underwriters and
any applicable commissions or discounts will be set forth in the Prospectus
Supplement.

         Underwriters may offer and sell Trust Preferred Securities or Junior
Subordinated Debentures at a fixed price or prices, which may be changed, or
from time to time at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. In connection
with the sale of Trust Preferred Securities, underwriters may be deemed to have
received compensation from the Company and/or the applicable Issuer in the form
of underwriting discounts or commissions and may also receive commissions.
Underwriters may sell Trust Preferred Securities or Junior Subordinated
Debentures to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters.

                                       34

<PAGE>


         Any underwriting compensation paid by the Company and/or the applicable
Issuer to underwriters in connection with the offering of Trust Preferred
Securities or Junior Subordinated Debentures, and any discounts, concessions or
commissions allowed by such underwriters to participating dealers, will be
described in an accompanying Prospectus Supplement. Underwriters and dealers
participating in the distribution of Trust Preferred Securities or Junior
Subordinated Debentures may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of such
Trust Preferred Securities or Junior Subordinated Debentures may be deemed to be
underwriting discounts and commissions, under the Securities Act. Underwriters
and dealers may be entitled, under agreement with the Company and the applicable
Issuer, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act, and to
reimbursement by the Company for certain expenses.

         In connection with the offering of the Trust Preferred Securities, the
underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the Trust Preferred Securities during and after the
offering. Specifically, the Underwriters may over-allot or otherwise create a
short position in the Trust Preferred Securities for their own account by
selling more Trust Preferred Securities than have been sold to them by the
Company. The underwriters may elect to cover any such short position by
purchasing Trust Preferred Securities in the open market. In addition, the
underwriters may stabilize or maintain the price of the Trust Preferred
Securities by bidding for or purchasing Trust Preferred Securities in the open
market and may impose penalty bids, under which selling concessions allowed to
syndicate members or other broker-dealers participating in the offering are
reclaimed if Trust Preferred Securities previously distributed in the offering
are repurchased in connection with stabilization transactions or otherwise. The
effect of these transactions may be to stabilize or maintain the market price of
the Trust Preferred Securities at a level above that which might otherwise
prevail in the open market. The imposition of a penalty bid may also affect the
price of the Trust Preferred Securities to the extent that it discourages
resales thereof. No representation is made as to the magnitude or effect of any
stabilization or other transactions. Such transactions, if commenced, may be
discontinued at any time.

         In connection with the offering of the Trust Preferred Securities of
the Issuer, the Issuer may grant to the underwriters an option to purchase
additional Trust Preferred Securities to cover over-allotments, if any, at the
initial public offering price (with an additional underwriting commission), as
may be set forth in the accompanying Prospectus Supplement. If the Issuer grants
any over-allotment option, the terms of such over-allotment option will be set
forth in the Prospectus Supplement for such Trust Preferred Securities.

         Underwriters and dealers may engage in transactions with, or perform
services for, the Company and/or the applicable Issuer and/or any of their
affiliates in the ordinary course of business.

         The Trust Preferred Securities and the Junior Subordinated Debentures
will be new issues of securities and will have no established trading market.
Any underwriters to whom Trust Preferred Securities or Junior Subordinated
Debentures are sold for public offering and sale may make a market in such Trust
Preferred Securities and Junior Subordinated Debentures, but such underwriters
will not be obligated to do so and may discontinue any market making at any time
without notice. Such Trust Preferred Securities or Junior Subordinated
Debentures may or may not be listed on a national securities exchange or the
Nasdaq National Market. No assurance can be given as to the liquidity of or the
existence of trading markets for any Trust Preferred Securities or Junior
Subordinated Debentures.

                                  LEGAL MATTERS

         Unless otherwise indicated in the applicable Prospectus Supplement,
certain legal matters will be passed upon for the Company and the Issuers by
Housley Kantarian & Bronstein, P.C., Washington, D.C., counsel to the Company
and for the Issuers by Richards, Layton & Finger, P.A., Wilmington, Delaware,
special Delaware counsel to the Issuers. The validity of the Guarantees and the

                                       35

<PAGE>

Junior Subordinated Debentures will be passed upon for the Underwriters by
Skadden, Arps, Slate, Meagher & Flom, LLP, New York, New York. Housley Kantarian
& Bronstein, P.C. and Skadden, Arps, Slate, Meagher & Flom, LLP, will rely on
the opinions of Richards, Layton & Finger, P.A., as to certain matters of
Delaware law.

                                     EXPERTS

         The consolidated financial statements of the Company as of December 31,
1997 and 1996 and for each of the years in the three-year period ended December
31, 1997, have been incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K in reliance upon the report of KPMG Peat
Marwick LLP, independent auditors, which report is incorporated herein by
reference, and upon the authority of said firm as experts in accounting and
auditing.





                                       36


<PAGE>



================================================================================
No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offer made by this Prospectus, and if given or made, such
information or representation should not be relied upon as having been
authorized by the Company or the Underwriter. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company or its
subsidiaries or that information contained herein is current as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities offered hereby
or thereby to any person or in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making the offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction.

                                TABLE OF CONTENTS

Available Information...........................................................
Incorporation of Certain Documents by Reference.................................
The Company.....................................................................
The Issuers.....................................................................
Use of Proceeds.................................................................
Ratio of Earnings to Fixed Charges..............................................
Description of Trust Preferred Securities.......................................
Description of Junior Subordinated Debentures...................................
Book-Entry Issuance.............................................................
Description of Guarantees.......................................................
Relationship Among the Trust Preferred Securities, the
  Junior Subordinated Debentures and the Guarantees.............................
Plan of Distribution............................................................
Legal Matters...................................................................
Experts.........................................................................

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

<PAGE>





                        75,000 TRUST PREFERRED SECURITIES

                              WSFS CAPITAL TRUST I
                              WSFS CAPITAL TRUST II




                      Cumulative Trust Preferred Securities
                         (Liquidation Amount $1,000 Per
                            Trust Preferred Security)
                            Fully and Unconditionally
                        Guaranteed As Described Herein By
                           WSFS Financial Corporation




                                     [LOGO]


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

                                   PROSPECTUS

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


                               ____________, 1998


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

<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.  Other Expenses of Issuance and Distribution.

         Estimated expenses in connection with this offering are as follows:

            Securities and Exchange Commission registration fee ..... $ 22,125
            Legal fees...............................................   85,000
            Printing, postage and mailing............................   25,000
            Accounting fees..........................................   60,000
            Trustee fees and expenses................................   25,000
            Blue Sky fees (including counsel fees)...................   10,000
            Miscellaneous expenses...................................   22,875
                                                                      --------
                                                                      $250,000
                                                                      ========


Item 15.  Indemnification of Directors and Officers.

         The Company's Certificate of Incorporation provides for indemnification
of officers and directors of the Company to the extent permissible under
Delaware General Corporation Law. Section 145 of the General Corporation Law of
the State of Delaware authorizes a corporation's board of directors to grant
indemnity to directors and officers of the corporation, when made, or threatened
to be made, parties to certain proceedings by reason of such status with the
corporation, against judgments, fines, settlements and expenses, including
attorney's fees. In addition, under certain circumstances such persons may be
indemnified against expenses actually and reasonably incurred in defense of a
proceeding by or on behalf of the corporation. Similarly, the corporation, under
certain circumstances, is authorized to indemnify directors and officers of
other corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorney's fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith; (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate; (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful; and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).

         Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding; or (ii) if
such a quorum cannot be obtained or the quorum so directs, then by independent
legal counsel in a written opinion; or (iii) by the stockholders.

         Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.

                                      II-1


<PAGE>


Item 16.  Exhibits.

         The exhibits filed as part of this Registration Statement are as
follows:

        *1        Form of Underwriting Agreement

         4.1      Form of Junior Subordinated Indenture

         4.2      Certificate of Trust of WSFS Capital Trust I

         4.3      Certificate of Trust of WSFS Capital Trust II

         4.4      Trust Agreement of WSFS Capital Trust I

         4.5      Trust Agreement of WSFS Capital Trust II

         4.6      Form of Amended and Restated Trust Agreement

         4.7      Form of Trust Preferred Security Certificate (incorporated by
                  reference to Exhibit E to Exhibit 4.6 hereto)

         4.8      Form of Guarantee Agreement

         5.1      Form of Opinion of Housley Kantarian & Bronstein, P.C.
                  regarding the legality of Junior Subordinated Debentures and
                  the Guarantee

         5.2      Form of Opinion of Richards, Layton & Finger, P.A. as to
                  legality of WSFS Capital Trust I Trust Preferred Securities

         5.3      Form of Opinion of Richards, Layton & Finger, P.A. as to
                  legality of WSFS Capital Trust II Trust Preferred Securities

        *8        Form of Opinion of Housley Kantarian & Bronstein, P.C. as to 
                  certain federal income tax matters

         12       Statement re: computation of ratio of earnings to fixed 
                  charges

        *23.1     Consent of Housley Kantarian & Bronstein, P.C. (included in 
                  Exhibits 5.1 and 8)

         23.2     Consent of KPMG Peat Marwick, LLP

        *23.3     Consent of Richards, Layton & Finger, P.A.

         24       Power of Attorney (reference is made to the signature page of
                  the Registration Statement)

        *25.1     Form T-1 Statement re: Eligibility of Wilmington Trust Company
                  to act as trustee under the Junior Subordinated Indenture

        *25.2     Form T-1 Statement of Eligibility of Wilmington Trust Company
                  to act as trust under the Amended and Restated Trust Agreement
                  of WSFS Capital Trust I

        *25.3     Form T-1 Statement of Eligibility of Wilmington Trust Company
                  to act as trust under the Amended and Restated Trust Agreement
                  of WSFS Capital Trust II

        *25.4     Form T-1 Statement of Eligibility of Wilmington Trust Company
                  to act as trustee under the Guarantee
- -----------
* To be filed.

                                      II-2


<PAGE>



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: 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.

         (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.

         The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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, the 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 Act and will be governed by the final adjudication of
such issue.

         The undersigned registrants hereby undertake to provide to the
Underwriter at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.

         The undersigned registrants undertake that:

         (1) 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.

         (2) For the purposes 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.


                                      II-3


<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Wilmington, the State of Delaware, on this 29th
day of May, 1998.

                             WSFS FINANCIAL CORPORATION


                             By: /s/ Marvin N. Schoenhals
                                 -----------------------------------------------
                                 Marvin N. Schoenhals
                                 Chairman, President and Chief Executive Officer

         We, the undersigned directors and officers of WSFS Financial
Corporation (the "Company") hereby severally constitute and appoint Marvin N.
Schoenhals, our true and lawful attorney and agent, to do any and all things in
our names in the capacities indicated below which said Marvin N. Schoenhals may
deem necessary or advisable to enable the Company to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the offering contemplated
by this registration statement on Form S-3, including specifically, but not
limited to, power and authority to sign for us in our names in the capacities
indicated below the registration statement and any and all amendments (including
post-effective amendments) thereto and any related registration statement that
is to be effective upon filing under Rule 462(b) under the Securities Act of
1933, as amended; and we hereby ratify and confirm all that said Marvin N.
Schoenhals shall do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.


Date:  May 29, 1998          By: /s/ Marvin N. Schoenhals
                                 -----------------------------------------------
                                 Marvin N. Schoenhals
                                 Chairman, President and Chief Executive Officer
                                 (Principal Executive Officer)


Date:  May 29, 1998          By: /s/ Charles G. Cheleden
                                 -----------------------------------------------
                                 Charles G. Cheleden
                                 Vice Chairman and Director


Date:  May 29, 1998          By: /s/ David E. Hollowell
                                 -----------------------------------------------
                                 David E. Hollowell
                                 Director


Date:  May 29, 1998          By: /s/ Joseph R. Julian
                                 -----------------------------------------------
                                 Joseph R. Julian
                                 Director




<PAGE>

Date:  May 29, 1998          By: /s/ Thomas P. Preston
                                 -----------------------------------------------
                                 Thomas P. Preston
                                 Director


Date:  May 29, 1998          By: /s/ Claibourne D. Smith
                                 -----------------------------------------------
                                 Claibourne D. Smith
                                 Director


Date:  May 29, 1998          By: /s/ R. Ted Weschler
                                 -----------------------------------------------
                                 R. Ted Weschler
                                 Director


Date:  May 29, 1998          By: /s/ Dale E. Wolf
                                 -----------------------------------------------
                                 Dale E. Wolf
                                 Vice Chairman and Director


Date: May 29, 1998           By: /s/ John F. Downey
                                 -----------------------------------------------
                                 John F. Downey
                                 Director


Date:  May 29, 1998          By: /s/ Mark A. Turner
                                 -----------------------------------------------
                                 Mark A. Turner
                                 Senior Vice President and Chief Financial 
                                 Officer (Principal Financial and Accounting 
                                 Officer)


<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Wilmington, State of Delaware, on the 29th day of
May, 1998.


                             WSFS CAPITAL TRUST I


                             By:  WSFS Financial Corporation,
                                  as depositor

                             By: /s/ Marvin N. Schoenhals
                                -----------------------------------------------
                                Marvin N. Schoenhals
                                Chairman, President and Chief Executive Officer




<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Wilmington, State of Delaware, on the 29th day of
May, 1998.


                             WSFS CAPITAL TRUST II


                             By: WSFS Financial Corporation,
                                 as depositor


                             By: /s/ Marvin N. Schoenhals
                                 -----------------------------------------------
                                 Marvin N. Schoenhals
                                 Chairman, President and Chief Executive Officer



<PAGE>



                                 EXHIBIT INDEX

         The exhibits filed as part of this Registration Statement are as
follows:

        *1        Form of Underwriting Agreement

         4.1      Form of Junior Subordinated Indenture

         4.2      Certificate of Trust of WSFS Capital Trust I

         4.3      Certificate of Trust of WSFS Capital Trust II

         4.4      Trust Agreement of WSFS Capital Trust I

         4.5      Trust Agreement of WSFS Capital Trust II

         4.6      Form of Amended and Restated Trust Agreement

         4.7      Form of Trust Preferred Security Certificate (incorporated by
                  reference to Exhibit E to Exhibit 4.6 hereto)

         4.8      Form of Guarantee Agreement

         5.1      Form of Opinion of Housley Kantarian & Bronstein, P.C.
                  regarding the legality of Junior Subordinated Debentures and
                  the Guarantee 
  
         5.2      Form of Opinion of Richards, Layton & Finger, P.A. as to
                  legality of WSFS Capital Trust I Trust Preferred Securities

         5.3      Form of Opinion of Richards, Layton & Finger, P.A. as to
                  legality of WSFS Capital Trust II Trust Preferred Securities

        *8        Form of Opinion of  Housley Kantarian & Bronstein, P.C. as to 
                  certain federal income tax matters

         12       Statement re: computation of ratio of earnings to fixed 
                  charges

        *23.1     Consent of Housley Kantarian & Bronstein, P.C. (included in 
                  Exhibits 5.1 and 8)

         23.2     Consent of KPMG Peat Marwick, LLP

        *23.3     Consent of Richards, Layton & Finger, P.A.

         24       Power of Attorney (reference is made to the signature page of
                  the Registration Statement)

        *25.1     Form T-1 Statement re: Eligibility of Wilmington Trust Company
                  to act as trustee under the Junior Subordinated Indenture

        *25.2     Form T-1 Statement of Eligibility of Wilmington Trust Company
                  to act as trust under the Amended and Restated Trust Agreement
                  of WSFS Capital Trust I

        *25.3     Form T-1 Statement of Eligibility of Wilmington Trust Company
                  to act as trust under the Amended and Restated Trust Agreement
                  of WSFS Capital Trust II

        *25.4     Form T-1 Statement of Eligibility of Wilmington Trust Company
                  to act as trustee under the Guarantee
- -----------
* To be filed.







<PAGE>
================================================================================



                           WSFS FINANCIAL CORPORATION



                                       to



                            WILMINGTON TRUST COMPANY



                                     Trustee






                        ________________________________



                          JUNIOR SUBORDINATED INDENTURE

                          Dated as of ________ __,1998



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


<PAGE>


                           WSFS FINANCIAL CORPORATION

         Reconciliation and tie between the Trust Indenture Act of 1939
(including cross-references to provisions of Sections 310 to and including 317
which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended
by the Trust Reform Act of 1990, are a part of and govern the Indenture whether
or not physically contained therein) and the Junior Subordinated Indenture,
dated as of ________ ___, 1998.

<TABLE>
<CAPTION>
     Trust Indenture                                                                              Indenture
       Act Section                                                                                 Section
     ---------------                                                                              ---------
<S>           <C>                                                                                <C>   
section 310   (a) (1), (2) and (5)..................................................................  Not Applicable
              (a) (3)...............................................................................  Not Applicable
              (a) (4)...............................................................................  Not Applicable
              (b)  6.8..............................................................................  6.8
              ......................................................................................  6.10
              (c)...................................................................................  Not Applicable
section 311   (a)...................................................................................  6.13(a)
              (b)...................................................................................  6.13(bb)(2)
              (a) (2)...............................................................................  7.3(a)(2)
section 312   (a)...................................................................................  7.1
              ......................................................................................  7.2(a)
              (b)...................................................................................  7.2(b)
              (c)...................................................................................  7.2(c)
section 313   (a)...................................................................................  7.3(a)
              (b)...................................................................................  7.3(b)
              (c)...................................................................................  7.3(c)
section 314   (a) (1), (2) and (3)..................................................................  7.4
              (a) (4)...............................................................................  10.5
              (b)...................................................................................  Not Applicable
              (c) (1)...............................................................................  1.2
              (c) (2)...............................................................................  1.2
              (c) (3)...............................................................................  Not Applicable
              (d)...................................................................................  Not Applicable
              (e)...................................................................................  1.2
              (f)...................................................................................  Not Applicable
section 315   (a)...................................................................................  6.1(a)
              (b)...................................................................................  6.2
              ......................................................................................  7.3(a)(6)
              (c)...................................................................................  6.1(b)
              (d)...................................................................................  6.1(c)
              (d) (1)...............................................................................  6.1(a)(1)
              (d) (2)...............................................................................  6.1(c)(2)
              (d) (3)...............................................................................  6.1(c)(3)
              (e)...................................................................................  5.14
section 316   (a)...................................................................................  1.1
              (a) (1) (A)...........................................................................  5.12
              (a) (1) (B)...........................................................................  5.13
              (a) (2)...............................................................................  Not Applicable
              (b)...................................................................................  5.8
              (c)...................................................................................  1.4(f)
section 317   (a) (1)...............................................................................  5.3
              (a) (2)...............................................................................  5.4
              (b)...................................................................................  10.3
section 318   (a)...................................................................................  1.7
</TABLE>


- ---------------
Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Junior Subordinated Indenture.




<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                     ARTICLE I
<S>      <C>               <C>                                                                                  <C>   
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................................................... 1
         Section 1.1.      Definitions........................................................................... 1
         Section 1.2.      Compliance Certificate and Opinions....................................................8
         Section 1.3.      Forms of Documents Delivered to Trustee................................................8
         Section 1.4.      Acts of Holders........................................................................9
         Section 1.5.      Notices, Etc. to Trustee and Company..................................................10
         Section 1.6.      Notice to Holders; Waivers............................................................10
         Section 1.7.      Conflict with Trust Indenture Act.....................................................11
         Section 1.8.      Effect of Headings and Table of Contents..............................................11
         Section 1.9.      Successors and Assigns................................................................11
         Section 1.10.     Separability Clause...................................................................11
         Section 1.11      Benefits of Indenture.................................................................11
         Section 1.12.     Governing Law.........................................................................11
         Section 1.13.     Non-Business Days.....................................................................11


                                                    ARTICLE II

SECURITY FORMS...................................................................................................12
         Section 2.1.      Forms Generally.......................................................................12
         Section 2.2.      Form of Face of Security..............................................................12
         Section 2.3.      Form of Reverse of Security...........................................................14
         Section 2.4.      Additional Provisions Required in Global Security.....................................17
         Section 2.5.      Form of Trustee's Certificate of Authentication.......................................17

                                                    ARTICLE III

THE SECURITIES...................................................................................................17
         Section 3.1.      Title and Terms.......................................................................17
         Section 3.2.      Denominations.........................................................................19
         Section 3.3.      Execution, Authentication, Delivery and Dating........................................19
         Section 3.4.      Temporary Securities..................................................................20
         Section 3.5.      Registration, Transfer and Exchange...................................................21
         Section 3.6.      Mutilated, Destroyed, Lost and Stolen Securities......................................22
         Section 3.7.      Payment of Interest; Interest Rights Preserved........................................23
         Section 3.8.      Persons Deemed Owners.................................................................24
         Section 3.9.      Cancellation..........................................................................24
         Section 3.10.     Computation of Interest...............................................................24
         Section 3.11.     Deferrals of Interest Payment Dates...................................................24
         Section 3.12.     Right of Set-Off......................................................................25
         Section 3.13.     Agreed Tax Treatment..................................................................25
         Section 3.14.     Shortening of Stated Maturity.........................................................25
         Section 3.15.     CUSIP Numbers.........................................................................26
</TABLE>

                                       -i-


<PAGE>

<TABLE>
<CAPTION>
                                                    ARTICLE IV
<S>      <C>               <C>                                                                                  <C>   
SATISFACTION AND DISCHARGE.......................................................................................26
         Section 4.1.      Satisfaction and Discharge of Indenture...............................................26
         Section 4.2.      Application of Trust Money............................................................27


                                                     ARTICLE V

REMEDIES.........................................................................................................27
         Section 5.1       Events of Default.....................................................................27
         Section 5.2.      Acceleration of Maturity; Rescission and Annulment....................................28
         Section 5.3.      Collection of Indebtedness and Suits for Enforcement by Trustee.......................29
         Section 5.4.      Trustee May File Proofs of Claim......................................................29
         Section 5.5.      Trustee May Enforce Claim Without Possession of Securities............................30
         Section 5.6.      Application of Money Collected........................................................30
         Section 5.7.      Limitation on Suits...................................................................31
         Section 5.8.      Unconditional Right of Holders to Receive Principal, Premium and Interest;
                           Direct Action by Holders of Preferred Securities......................................31
         Section 5.9.      Restoration of Rights and Remedies....................................................31
         Section 5.10.     Rights and Remedies Cumulative........................................................32
         Section 5.11.     Delay or Omission Not Waiver..........................................................32
         Section 5.12.     Control by Holders....................................................................32
         Section 5.13.     Waiver of Past Defaults...............................................................32
         Section 5.14.     Undertaking for Costs.................................................................33
         Section 5.15.     Waiver of Usury, Stay or Extension Laws...............................................33


                                                    ARTICLE VI

THE TRUSTEE......................................................................................................33
         Section 6.1.      Certain Duties and Responsibilities...................................................33
         Section 6.2.      Notice of Defaults....................................................................34
         Section 6.3.      Certain Rights of Trustee.............................................................34
         Section 6.4.      Not Responsible for Recitals or Issuance of Securities................................35
         Section 6.5.      May Hold Securities...................................................................35
         Section 6.6.      Money Held in Trust...................................................................35
         Section 6.7.      Compensation and Reimbursement........................................................35
         Section 6.8.      Disqualification; Conflicting Interests...............................................36
         Section 6.9.      Corporate Trustee Required; Eligibility...............................................36
         Section 6.10.     Resignation and Removal; Appointment of Successor.....................................37
         Section 6.11.     Acceptance of Appointment by Successor................................................38
         Section 6.12.     Merger, Conversion, Consolidation or Succession to Business...........................38
         Section 6.13.     Preferential Collection of Claims Against Company.....................................39
         Section 6.14.     Appointment of Authenticating Agent...................................................39
</TABLE>

                                      -ii-


<PAGE>


<TABLE>
<CAPTION>
                                                    ARTICLE VII
<S>      <C>               <C>                                                                                  <C>    
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY................................................................40
         Section 7.1.      Company to Furnish Trustee Names and Addresses of Holders.............................40
         Section 7.2.      Preservation of Information, Communications to Holders................................40
         Section 7.3.      Reports by Trustee....................................................................41
         Section 7.4.      Reports by Company....................................................................41


                                                   ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.............................................................41
         Section 8.l.      Company May Consolidate, Etc., Only on Certain Terms..................................41
         Section 8.2.      Successor Corporation Substituted.....................................................42


                                                    ARTICLE IX

SUPPLEMENTAL INDENTURES..........................................................................................42
         Section 9.1.      Supplemental Indentures Without Consent of Holders....................................42
         Section 9.2.      Supplemental Indentures With Consent of Holders.......................................43
         Section 9.3.      Execution of Supplemental Indentures..................................................45
         Section 9.4.      Effect of Supplemental Indentures.....................................................45
         Section 9.5.      Conformity With Trust Indenture Act...................................................45
         Section 9.6.      Reference on Securities to Supplemental Indentures....................................45


                                                     ARTICLE X

COVENANTS........................................................................................................45
         Section 10.1.     Payment of Principal, Premium and Interest............................................45
         Section 10.2.     Maintenance of Office or Agency.......................................................45
         Section 10.3.     Money for Security Payments to be Held in Trust.......................................46
         Section 10.4.     Statement as to Compliance............................................................47
         Section 10.5.     Waiver of Certain Covenants...........................................................47
         Section 10.6.     Additional Sums.......................................................................47
         Section 10.7.     Additional Covenants..................................................................48


                                                    ARTICLE XI

REDEMPTION OF SECURITIES.........................................................................................48
         Section 11.1      Applicability of This Article.........................................................48
         Section 11.2.     Election to Redeem; Notice to Trustee.................................................49
         Section 11.3.     Selection of Securities to be Redeemed................................................49
         Section 11.4.     Notice of Redemption..................................................................49
         Section 11.5.     Deposit of Redemption Price...........................................................50
         Section 11.6.     Payment of Securities Called for Redemption...........................................50
         Section 11.7.     Right of Redemption of Securities Initially Issued to a WSFS Trust....................50
</TABLE>

                                      -iii-


<PAGE>


<TABLE>
<CAPTION>
                                                    ARTICLE XII
<S>      <C>               <C>                                                                                  <C>   
SINKING FUNDS....................................................................................................51
         Section 12.1.     Applicability of Article..............................................................51
         Section 12.2.     Satisfaction of Sinking Fund Payments with Securities.................................51
         Section 12.3.     Redemption of Securities for Sinking Fund.............................................51


                                                   ARTICLE XIII

SUBORDINATION OF SECURITIES......................................................................................52
         Section 13.1.     Securities Subordinate to Senior and Subordinated Debt................................52
         Section 13.2.     Payment Over of Proceeds Upon Dissolution, Etc........................................53
         Section 13.3.     Prior Payment to Senior and Subordinated Debt Upon Acceleration of Securities.........53
         Section 13.4.     No Payment When Senior and Subordinated Debt in Default...............................54
         Section 13.5.     Payment Permitted If No Default.......................................................54
         Section 13.6.     Subrogation to Rights of Holders of Senior and Subordinated Debt......................55
         Section 13.7.     Provisions Solely to Define Relative Rights...........................................55
         Section 13.8.     Trustee to Effectuate Subordination...................................................55
         Section 13.9.     No Waiver of Subordination Provisions.................................................55
         Section 13.10.    Notice to Trustee.....................................................................56
         Section 13.11.    Reliance on Judicial Order or Certificate of Liquidating Agent........................56
         Section 13.12.    Trustee Not Fiduciary for Holders of Senior and Subordinated Debt.....................57
         Section 13.13.    Rights of Trustee as Holder of Senior and Subordinated Debt;
                           Preservation of Trustee's Rights......................................................57
         Section 13.14.    Article Applicable to Paying Agents...................................................57
         Section 13.15.    Certain Conversions or Exchanges Deemed Payment.......................................57


EXHIBIT A         TRUST AGREEMENT
EXHIBIT B         AMENDED AND RESTATED TRUST AGREEMENT
EXHIBIT C         GUARANTEE AGREEMENT
</TABLE>

                                      -iv-


<PAGE>

        JUNIOR SUBORDINATED INDENTURE, dated as of __________ ___,1998, between
WSFS FINANCIAL CORPORATION, a Delaware corporation (hereinafter called the
"Company") having its principal office at 838 Market Street, Wilmington,
Delaware 19899, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
Trustee (hereinafter called the "Trustee").


                             RECITALS OF THE COMPANY

        The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debt securities in series (hereinafter called the "Securities") of
substantially the tenor hereinafter provided, including, without limitation,
Securities issued to evidence loans made to the Company of the proceeds from the
issuance from time to time by one or more business trusts (each a "WSFS Trust,"
and, collectively, the "WSFS Trusts") of preferred trust interests in such
Trusts (the "Preferred Securities") and common interests in such Trusts (the
"Common Securities" and, collectively with the Preferred Securities, the "Trust
Securities"), and to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered.

        All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the Company
the valid obligations of the Company, and to make this Indenture a valid
agreement of the Company, in accordance with their and its terms, have been
done.

        NOW THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of
the premises and the purchase of the Securities by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:


                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1.  Definitions.

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

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

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

        (3) All accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and the term "generally accepted accounting principles" with respect to any
computation required or permitted hereunder shall mean such accounting
principles which are generally accepted at the date or time of such computation;
provided, that when two or more principles are so generally accepted, it shall
mean that set of principles consistent with those in use by the Company; and

        (4) The words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

        "Act" when used with respect to any Holder has the meaning specified in
Section 1.4.

                                        1


<PAGE>

         "Additional Interest" means the interest, if any, that shall accrue on
any interest on the Securities of any series the payment of which has not been
made on the applicable Interest Payment Date and which shall accrue at the rate
per annum specified or determined as specified in such Security.

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

         "Additional Taxes" means the sum of any additional taxes, duties and
other governmental charges to which a WSFS Trust has become subject from time to
time as a result of a Tax Event.

         "Administrative Trustee" means, in respect of any WSFS Trust, each
Person identified as an "Administrative Trustee" or an "Administrative Agent" in
the related Trust Agreement, solely in such Person's capacity as Administrative
Trustee or an Administrative Agent, as the case may be, of such WSFS Trust under
such Trust Agreement and not in such Person's individual capacity, or any
successor administrative trustee or successor administrative agent, as the case
may be, appointed as therein provided.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, no WSFS Trust to which
Securities have been issued shall be deemed to be an Affiliate of the Company.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         "Allocable Amounts," when used with respect to any Senior and
Subordinated Debt, means all amounts due or to become due on such Senior and
Subordinated Debt less, if applicable, any amount which would have been paid to,
and retained by, the holders of such Senior and Subordinated Debt (whether as a
result of the receipt of payments by the holders of such Senior and Subordinated
Debt from the Company or any other obligor thereon or from any holders of, or
trustee in respect of, other indebtedness that is subordinate and junior in
right of payment to such Senior and Subordinated Debt pursuant to any provision
of such indebtedness for the payment over of amounts received on account of such
indebtedness to the holders of such Senior and Subordinated Debt or otherwise)
but for the fact that such Senior and Subordinated Debt is subordinate or junior
in right of payment to (or subject to a requirement that amounts received on
such Senior and Subordinated Debt be paid over to obligees on) trade accounts
payable or accrued liabilities arising in the ordinary course of business.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

         "Board of Directors" means either the board of directors of the Company
or any committee of that board duly authorized to act hereunder.

         "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, or such committee of the Board of Directors or officers
of the Company 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 Trustee.

         "Business Day" means any day other than (i) a Saturday or Sunday, (ii)
a day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee, or, with respect to the Securities of a
series initially issued to a WSFS Trust, the principal office of the Property
Trustee under the related Trust Agreement, is closed for business.

         "Capital Treatment Event" means the reasonable determination by the
Company that, as a result of any amendment to, or change (including any
prospective change) in, the laws (or any regulations thereunder) of the United

                                        2


<PAGE>

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 such prospective change, pronouncement or decision is announced on
or after the date of issuance of the Preferred Securities of such WSFS Trust,
there is more than an insubstantial risk of impairment of the Company's ability
to treat an amount equal to the Liquidation Amount (as defined in the Trust
Agreement under which a WSFS Trust is formed) of the Preferred Securities (or a
substantial portion thereof) as "Tier I 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.

         "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 on such date.

         "Common Securities" has the meaning specified in the first recital of
this Indenture.

         "Common Stock" means the common stock, par value $.0l per share, of the
Company.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor corporation.

         "Company Request" and "Company Order" mean, respectively, the written
request or order signed in the name of the Company by the Chairman of the Board
of Directors, the Vice Chairman of the Board of Directors, its President or a
Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary of the Company, and delivered to the Trustee.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered.

         "Corporation" includes a corporation, association, company, joint-stock
company or business trust.

         "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; (vi) all
indebtedness of such Person whether incurred on or prior to the date of this
Indenture or thereafter incurred, for claims in respect of derivative products,
including interest rate, foreign exchange rate and commodity forward contracts,
options and swaps and similar arrangements; and (vii) every obligation of the
type referred to in clauses (i) through (vi) 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 for, directly or indirectly, as obligor
or otherwise.

         "Defaulted Interest" has the meaning specified in Section 3.7.

         "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.1 with respect to such series (or any successor thereto).

                                        3


<PAGE>

        "Discount Security" means any security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.2.

        "Distributions," with respect to the Trust Securities issued by a WSFS
Trust, means amounts payable in respect of such Trust Securities as provided in
the related Trust Agreement and referred to therein as "Distributions."

        "Dollar" or "U.S. $" means the currency of the United States of America
that, as at the time of payment, is legal tender for the payment of public and
private debts.

        "Event of Default" has the meaning specified in Article V unless
otherwise specified in the supplemental indenture or the Officers' Certificate
delivered pursuant to Section 3.1 hereof creating a series of Securities.

        "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

        "Extension Period" has the meaning specified in Section 3.11.

        "Global Security" means a Security in the form prescribed in Section
2.4 evidencing all or part of a series of Securities, issued to the Depositary
or its nominee for such series, and registered in the name of such Depositary or
its nominee.

        "Guarantee Agreement" means the Guarantee Agreement substantially in
the form attached hereto as Annex C, or substantially in such form as may be
specified as contemplated by Section 3.1 with respect to the Securities of any
series, in each case as amended from time to time.

        "Holder" means a Person in whose name a Security is registered in the
Securities Register.

        "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 pursuant to the applicable provisions hereof or
one or more Officers' Certificates delivered pursuant to Section 3.1 and shall
include the terms of each particular series of Securities established as
contemplated by Section 3.1.

        "Interest Payment Date" means as to each series of Securities the
Stated Maturity of an installment of interest on such Securities.

        "Investment Company Act" means the Investment Company Act of 1940 (15
U.S.C. sections 80a-1 to 80a-64), and any statute successor thereto, in each 
case as amended from time to time.

        "Investment Company Event" means, in respect of a WSFS Trust, the
receipt by a WSFS Trust of an Opinion of Counsel, rendered by a law firm
experienced in such matters, to the effect that, as a result of change in law or
regulation or a change in interpretation or application of law or regulatory
authority, such WSFS Trust is or will be considered an "investment company" that
is required to be registered under the Investment Company Act, which change
becomes effective on or after the date of original issuance of the Preferred
Securities of WSFS Trust.

        "Junior Subordinated Payment" has the meaning specified in Section 13.2.

        "Maturity" when used with respect to any Security means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

        "Notice of Default" means a written notice of the kind specified in
Section 5.1(3).

                                        4


<PAGE>

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors, a Vice Chairman of the Board of Directors, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary of the Company, and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel to the Company, and who shall be acceptable to the Trustee.

         "Original Issue Date" means the date of issuance specified as such in
each Security.

         "Outstanding" means, when used in reference to any Securities, as of
the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (i)   Securities theretofore canceled by the Trustee or 
         delivered to the Trustee for cancellation;

                  (ii)  Securities for whose payment money in the necessary
         amount has been theretofore deposited with the Trustee or any Paying
         Agent in trust for the Holders of such Securities; and

                  (iii) Securities in substitution for or in lieu of which other
         Securities have been authenticated and delivered or which have been
         paid pursuant to Section 3.6, unless proof satisfactory to the Trustee
         is presented that any such Securities are held by Holders in whose
         hands such Securities are valid, binding and legal obligations of the
         Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor. Upon the written request of the
Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Securities, if any, known by the Company
to be owned or held by or for the account of the Company, or any other obligor
on the Securities or any Affiliate of the Company or such obligor, and, subject
to the provisions of Section 6.1, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

         "Paying Agent" means the Trustee or any Person authorized by the
Company to pay the principal of or interest on any Securities on behalf of the
Company.

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

         "Place of Payment" means, with respect to the Securities of any series,
the place or places where the principal of (and premium, if any) and interest on
the Securities of such series are payable pursuant to Sections 3.1 and 3.11.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any security
authenticated and delivered under Section 3.6 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

                                        5


<PAGE>



         "Preferred Securities" has the meaning specified in the first recital
of this Indenture.

         "Proceeding" has the meaning specified in Section 13.2.

         "Property Trustee" means, in respect of any WSFS Trust, the commercial
bank or trust company identified as the "Property Trustee" in the related Trust
Agreement, solely in its capacity as Property Trustee of such WSFS Trust under
such Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or any successor property trustee appointed as
therein provided.

         "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "Regular Record Date" for the interest payable on any Interest Payment
Date with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 3.1 with respect to Securities of a series, (i) in the case
of Securities of a series represented by one or more Global Securities, the
Business Day next preceding such Interest Payment Date and (ii) in the case of
Securities of a series not represented by one or more Global Securities, the
date which is fifteen days next preceding such Interest Payment Date (whether or
not a Business Day).

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

         "Rights Plan" means a plan of the Company providing for the issuance by
the Company to all holders of its Common Stock of rights entitling the holders
thereof to subscribe for or purchase shares of Common Stock or any class or
series of preferred stock, which rights (i) are deemed to be transferred with
such shares of Common Stock, (ii) are not exercisable and (iii) are also issued
in respect of future issuances of Common Stock, in each case until the
occurrence of a specified event or events.

         "Securities" or "Security" means any debt securities or debt security,
as the case may be, authenticated and delivered under this Indenture.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.5.

         "Senior and 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 of the Company, 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 Securities or other
securities issued by the Company under this Indenture which is pari passu with
the Securities, provided, however, that Senior and Subordinated Debt shall not
be deemed to include (a) any Debt of the Company which, when incurred and
without respect to any election under Section 1111(b) of the Bankruptcy Reform
Act of 1978, as amended, was without recourse to the Company, (b) any Debt of
the Company to any of its Subsidiaries, (c) Debt to any employee of the Company,
and (d) any Securities.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.7.

         "Stated Maturity" when used with respect to any Security or any
installment of principal thereof or interest thereon means the date specified
pursuant to the terms of such Security as the date on which the principal of
such

                                        6


<PAGE>

Security or such installment of interest is due and payable, in the case of such
principal, as such date may be shortened or extended as provided pursuant to the
terms of such Security and this Indenture.

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For purposes of this definition, "voting stock" means stock which
ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of
any contingency.

         "Tax Event" means the receipt by the Company and the WSFS Trust of an
opinion of, its tax advisors (which may be its independent public accountants or
counsel experienced in such matters) to the effect that, as a result of any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
such prospective change, pronouncement or decision is announced on or after the
date of issuance of the Preferred Securities of such WSFS Trust, there is more
than an insubstantial risk that (i) such WSFS Trust is, or will be within 90
days of the date of such opinion, subject to United States Federal income tax
with respect to income received or accrued on the corresponding series of
Securities, (ii) interest payable by the Company on such corresponding series of
Securities is not, or within 90 days of the date of such opinion, will not be,
deductible by the Company, in whole or in part, for United States Federal income
tax purposes or (iii) such WSFS Trust is, or will be within 90 days of the date
of such opinion, subject to more than a de minimis amount of other taxes, duties
or other governmental charges.

         "Trust" has the meaning specified in the first recital of this
Indenture.

         "Trust Agreement" means the Trust Agreement substantially in the form
attached hereto as Annex A, as amended by the form of Amended and Restated Trust
Agreement substantially in the form attached hereto as Annex B, or substantially
in such form as may be specified as contemplated by Section 3.1 with respect to
the Securities of any series, in each case as amended from time to time.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder and,
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
sections 77aaa to 77bbb), as amended and as in effect on the date as of this
Indenture, except as provided in Section 9.5.

         "Trust Securities" has the meaning specified in the first recital of
this Indenture.

         "Vice President" when used with respect to the Company, means any duly
appointed vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

         "WSFS Guarantee" means the guarantee by the Company of distributions on
the Preferred Securities of a WSFS Trust to the extent provided in the related
Guarantee Agreement.

         "WSFS Trust" has the meaning specified in the first recital of this
Indenture.

                                        7


<PAGE>

Section 1.2.   Compliance Certificate and Opinions.

        Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee an Officers' Certificate stating that all conditions precedent
(including covenants compliance with which constitutes a condition precedent),
if any, 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 (including covenants compliance with which
constitute a condition precedent), if any, have been complied with, except that
in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

        Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificates provided
pursuant to Section 10.5) shall include:

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (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 each such individual,
         he has made such examination or investigation as 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 each
         such individual such condition or covenant has been complied with.

Section 1.3.   Forms of Documents Delivered to Trustee.

        In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

        Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

        Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions, or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

                                        8


<PAGE>

Section 1.4.   Acts of Holders.

        (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given to or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent or
proxy duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
is or are received by the Trustee, and, where it is hereby expressly required,
to the Company. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

        (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any 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 Person acting in other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.

        (c) The fact and date of the execution by any Person of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

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

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

        (f) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date, provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 1.6.

        The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2) or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set

                                        9


<PAGE>

pursuant to this paragraph, the Holders of Outstanding Securities of such series
on such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain
Holders after such record date, provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Securities of such series on
such record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken.
Promptly after any record date is set pursuant to this paragraph, the Trustee,
at the Company's expense, shall cause notice of such record date, the proposed
action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.6.

        With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day, provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 10.6, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

        (g) Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such 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 principal amount.

Section 1.5.   Notices, Etc. to Trustee and Company.

        Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

        (1) the Trustee by any Holder, any holder of Preferred Securities or
the Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
office, or

        (2) the Company by the Trustee, any Holder or any holder of Preferred
Securities shall be sufficient for every purpose (except as otherwise provided
in Section 5.1) hereunder if in writing and mailed, first class, postage
prepaid, to the Company, addressed to it at the address of its principal office
specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company.

Section 1.6.   Notice to Holders; Waiver.

        Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class postage prepaid, to each Holder affected
by such event, at the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and

                                       10


<PAGE>

such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

Section 1.7.   Conflict with Trust Indenture Act.

        If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by any of Sections 310 to 317, inclusive, of the Trust
Indenture Act through operation of Section 318(c) thereof, such imposed duties
shall control.

Section 1.8.   Effect of Headings and Table of Contents.

        The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

Section 1.9.   Successors and Assigns.

        All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.

Section 1.10.   Separability Clause.

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

Section 1.11   Benefits of Indenture.

        Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors and
assigns, the Holders of Senior and Subordinated Debt, the Holders of the
Securities and, to the extent expressly provided in Sections 5.2, 5.8, 5.9,
5.11, 5.13, 9.1 and 9.2, the holders of Preferred Securities, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

Section 1.12.   Governing Law.

        This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of Delaware.

Section 1.13.   Non-Business Days.

        In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or the Securities) payment of interest or
principal (and premium, if any) need not be made on such date, but may be made
on the next succeeding Business Day (and no interest shall accrue for the period
from and after such Interest Payment Date, Redemption Date or Stated Maturity,
as the case may be, until such next succeeding Business Day except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day (in each case with the same force and
effect as if made on the Interest Payment Date or Redemption Date or at the
Stated Maturity)).

                                       11


<PAGE>

                                   ARTICLE II

                                 SECURITY FORMS

Section 2. 1.   Forms Generally.

        The Securities of each series shall be in substantially the forms set
forth in this Article, or in such other form or forms as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such 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 applicable tax
laws or the rules of any securities exchange or as may, consistently herewith,
be determined by the officers executing such securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, 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 Company Order contemplated by Section 3.3 with respect to
the authentication and delivery of such Securities.

        The Trustee's certificates of authentication shall be substantially in
the form set forth in this Article.

        The definitive Securities shall be printed, lithographed or engraved or
produced by any combination of these methods, if required by any securities
exchange on which the Securities may be listed, on a steel engraved border or
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such securities.

Section 2.2.   Form of Face of Security.

                           WSFS FINANCIAL CORPORATION

                     Junior Subordinated Debenture due _____

Registered                                                     Principal Amount:
No.                                                                   CUSIP No.:


        WSFS Financial Corporation, a corporation organized and existing under
the laws of Delaware (hereinafter called 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 $________ Dollars on __________ ___, 20___; provided that the
Company may (i) shorten the Stated Maturity of the principal of this Security to
a date not earlier than __________ ___, 2008. The Company further promises to
pay interest on said principal sum from or from the most recent interest payment
date (each such date, an "Interest Payment Date") on 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 __________ ___, 1998 at [the rate of ____% per annum] [a rate per
annum reset quarterly equal to [index or reference rate] plus ___%], until the
principal hereof shall have become due and payable, plus Additional Interest, if
any, until the principal hereof is paid or duly provided for or made available
for payment 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 rate of ____% per annum, compounded
quarterly. The amount of interest payable for any period shall be computed on
the basis of twelve 30-day months and a 360-day year. The amount of interest
payable 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 Security is not a Business Day, then a
payment of the interest payable on such date will be made on

                                       12


<PAGE>

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 calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date the payment was originally payable. A "Business Day" shall mean any
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 or executive order to remain
closed or on a day on which the Corporate Trust Office of the Trustee, or the
principal office of the Property Trustee under the Trust Agreement (hereinafter
referred to) for [name of trust] is closed for business. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
installment, which shall be [insert Record Date] next preceding such Interest
Payment Date. Any such interest installment not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than ___ days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.

         [If applicable insert -- So long as no Event of Default has occurred
and is continuing, the Company shall have the right at any time during the term
of this Security to defer payment of interest on this Security, at any time or
from time to time, for up to 20 consecutive quarterly interest payment periods
with respect to each deferral period (each an "Extension Period"), (during which
Extension Periods the Company shall have the right to make partial payments of
interest on any Interest Payment Date, and at the end of which the Company shall
pay all interest then accrued and unpaid (together with Additional Interest
thereon to the extent permitted by applicable law)); provided, however, that no
Extension Period shall extend beyond the Stated Maturity of the principal of
this Security; provided, further, that during any such Extension Period, the
Company shall not, and shall not permit any Subsidiary of the Company to, (i)
declare or pay any dividends or distributions or redeem, purchase, acquire or
make a liquidation payment with respect to, any of the Company's capital stock
(which includes common and preferred stock), or (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt security of the Company (including Securities issued by the Company
pursuant to the Indenture other than the Securities represented by this
certificate) that ranks pari passu with or junior in interest to this Security,
or (iii) make any guarantee payments with respect to any guarantee by the
Company of the debt securities of any Subsidiaries of the Company [Name of
Trust] (if such guarantee ranks pari passu in all respects with or junior in
interest to this Security (other than (a) dividends or distributions in capital
stock of the Company (which includes common and preferred stock), (b) any
declaration of a dividend in connection with the implementation of a Rights
Plan, or the issuance of any Common Stock or any class or series of preferred
stock of the Company under any Rights Plan in the future or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the WSFS
Guarantee related to the Preferred Securities issued by [Name of Trust] and (d)
purchases of Common Stock related to the issuance of Common Stock or rights
under any of the Company's benefit plans for its directors, officers or
employees). Prior to the termination of any such Extension Period, the Company
may further extend such Extension Period, provided that such extension does not
cause such Extension Period to exceed 20 consecutive interest payment periods or
to extend beyond the Stated Maturity. Upon the termination of any such Extension
Period and upon the payment of all amounts then due, and subject to the
foregoing limitation, the Company may elect to begin a new Extension Period. No
interest shall be due and payable during an Extension Period except at the end
thereof. The Company shall give the Trustee, the Property Trustee and the
Administrative Trustees of [Name of Trust] notice of its election to begin any
Extension Period at least one Business Day prior to the earlier of (i) the date
on which Distributions on the Preferred Securities would be payable except for
the election to begin such Extension Period, or (ii) the date the Administrative
Trustees are required to give notice to the Nasdaq National Market or other
applicable stock exchange or automated quotation system on which the Preferred
Securities are then listed or quoted or to holders of such Preferred Securities
of the record date or (iii) the date such Distributions are payable, but in any
event not less than one Business Day prior to such record date. The Trustee
shall

                                       13


<PAGE>

give notice of the Company's election to begin a new Extension Period to the 
holders of the junior Subordinated Debentures. There is no limitation on the 
number of times that the Company may elect to begin an Extension Period.]

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Trustee or at the office of
such paying agent or paying agents as the Company may designate from time to
time, maintained for that purpose in the United States, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Securities
Register or (ii) by wire transfer to an account maintained by the Person
entitled thereto, in immediately available funds, at such place and to such
account as may be designated by the Person entitled thereto as specified in the
Securities Register.

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, unsecured and will rank junior and subordinate and subject in
right of payments to the prior payment in full of all Senior and Subordinated
Debt, and this Security is issued subject to the provisions of the Indenture
with respect thereto. Each Holder of this Security, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee on his behalf to take such actions as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes. Each Holder hereof, by his
acceptance hereof, waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior and
Subordinated Debt whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                         WSFS FINANCIAL CORPORATION


                                         By:____________________________________
                                               [President or Vice President]
Attest:
___________________________________________
[Secretary or Assistant Secretary]


Section 2.3.   Form of Reverse of Security.

        This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Junior Subordinated Indenture, dated as of __________ ___, 1998
(herein called the "Indenture"), between the Company and Wilmington Trust
Company, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Trustee,
the Company and the Holders of the Securities, and of the terms upon which the

                                       14


<PAGE>

Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to $________.

         All terms used in this Security that are defined in the Indenture and
in the Trust Agreement, dated as of __________ ___, 1998, as amended (the "Trust
Agreement"), for WSFS [NAME OF TRUST] among WSFS Financial Corporation, as
Depositor, and the Trustees named therein, shall have the meanings assigned to
them in the Indenture or the Trust Agreement, as the case may be.

         [If applicable insert -- The Company may at any time, at its option, on
or after __________ ___, 199__, and subject to the terms and conditions of
Article XI of the Indenture, and subject to the Company having received prior
approval of the Board of Governors of the Federal Reserve System (the "Federal
Reserve") if then required under applicable capital guidelines or policies of
the Federal Reserve redeem this Security [in whole at any time] [or in part from
time to time], without premium or penalty, at a redemption price equal to
[insert redemption price] to the Redemption Date.]

         [If applicable insert -- Upon the occurrence and during the
continuation of a Tax Event, Investment Company Event or Capital Treatment Event
in respect of a WSFS Trust, the Company may, at its option, at any time within
90 days of the occurrence of such Tax Event, Investment Company Act or Capital
Treatment Event redeem this Security, if applicable, insert -- in whole but not
in part, subject to the provisions of Section 11.7 and the other provisions of
Article XI of the Indenture, at a redemption price equal to [insert redemption
price] to the Redemption Date.]

         [If applicable insert -- In the event of redemption of this Security in
part only, a new Security or Securities of this series for the portion hereof
not redeemed will be issued in the name of the Holder hereof upon the
cancellation hereof.]

         The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected by such supplemental indenture. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         [If the Security is not a Discount Security, -- As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series may
declare the principal amount of all the Securities of this series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), provided that, in the case of the Securities of this
series issued to a WSFS Trust, if upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series fails to declare the principal of all the Securities of this
series to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall
have such right by a notice in writing to the Company and the Trustee; and upon
any such declaration the principal amount of and the accrued interest (including
any Additional Interest) on all the Securities of this series shall become
immediately due and payable, provided that the payment of principal and


                                       15


<PAGE>

interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture.]

         [If the Security is a Discount Security, -- As provided in and subject
to the provisions of the Indenture, if an Event of Default with respect to the
Securities of this series at the time Outstanding occurs and is continuing, then
and in every such case the Trustee or the Holders of not less than such portion
of the principal amount as may be specified in the terms of this series may
declare an amount of principal of the Securities of this series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), provided that, in the case of the Securities of this
series issued to a WSFS Trust, if upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of this series fails to declare the principal of all the Securities of this
series to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall
have such right by a notice in writing to the Company and the Trustee. Such
amount shall be equal to [insert formula for determining the amount]. Upon any
such declaration, such amount of the principal of and the accrued interest
(including any Additional Interest) on all the Securities of this series shall
become immediately due and payable, provided that the payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII of the Indenture. Upon
payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal and overdue interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of
the Company's obligations in respect of the payment of the principal of and
interest, if any, on this Security shall terminate.]

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Securities
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained under Section 10.2 of the Indenture
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Securities of this series are issuable only in registered form
without coupons in denominations of minimum denominations of $[1,000] and any
integral multiples of $[1,000] in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of such
series of a different authorized denomination, as requested by the Holder
surrendering the same.

         The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States Federal, state and local
tax purposes it is intended that this Security constitute indebtedness.

         THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.

                                       16


<PAGE>



Section 2.4.   Additional Provisions Required in Global Security.

        Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 2.2 and 2.3. bear a legend in substantially the
following form:

        "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY."

Section 2.5.   Form of Trustee's Certificate of Authentication.

        This is one of the Securities referred to in the within mentioned
Indenture.

Dated:
                            WILMINGTON TRUST COMPANY.
                            as Trustee


                            By:_________________________________________________
                                              Authorized Officer



                                   ARTICLE III

                                 THE SECURITIES

Section 3.1.   Title and Terms.

        The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

        The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate (such Officers' Certificate shall have the effect of a supplemental
indenture for all purposes hereunder), or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of a series:

         (a) the title of the securities of such series, which shall distinguish
the Securities of the series from all other Securities;

         (b) the limit, if any, upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.6 and except for any
Securities which, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder); provided, however, that the authorized
aggregate principal amount of such series may be increased above such amount by
a Board Resolution to such effect;

                                       17


<PAGE>

         (c) the Stated Maturity or Maturities on which the principal of the
Securities of such series is payable or the method of determination thereof;

         (d) the rate or rates, if any, at which the Securities of such series
shall bear interest, if any, or the method by which such interest may be
determined, the rate or rates and extent to which Additional Interest, if any,
shall be payable in respect of any Securities of such series, the Interest
Payment Dates on which such interest shall be payable, the right, pursuant to
Section 3.11 or as otherwise set forth therein, of the Company to defer or
extend an Interest Payment Date, and the Regular Record Date for the interest
payable on any Interest Payment Date or the method by which any of the foregoing
shall be determined;

         (e) the place or places where the principal of (and premium, if any)
and interest on the Securities of such series shall be payable, the place or
places where the Securities of such series may be presented for registration of
transfer or exchange, and the place or places where notices and demands to or
upon the Company in respect of the Securities of such series may be made;

         (f) the period or periods within or the date or dates on which, if any,
the price or prices at which and the terms and conditions upon which the
Securities of such series may be redeemed, in whole or in part, at the option of
the Company;

         (g) the obligation or the right, if any, of the Company to prepay,
repay or purchase the Securities of such series pursuant to any sinking fund,
amortization or analogous provisions, or at the option of a Holder thereof, and
the period or periods within which, the price or prices at which, the currency
or currencies (including currency unit or units) in which and the other terms
and conditions upon which Securities of the series shall be redeemed, repaid or
purchased, in whole or in part, pursuant to such obligation;

         (h) the denominations in which any Securities of such series shall be
issuable, if other than denominations of $1,000 and any integral multiples of
$1,000 in excess thereof;

         (i) if other than Dollars, the currency or currencies (including
currency unit or units) in which the principal of (and premium, if any) and
interest, if any, on the Securities of the series shall be payable, or in which
the Securities of the series shall be denominated;

         (j) the additions, modifications or deletions, if any, in the Events of
Default or covenants of the Company set forth herein with respect to the
Securities of such series;

         (k) if other than the principal amount thereof, the portion of the
principal amount of Securities of such series that shall be payable upon
declaration of acceleration of the Maturity thereof;

         (l) the additions or changes, if any, to this Indenture with respect to
the Securities of such series as shall be necessary to permit or facilitate the
issuance of the Securities of such series in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;

         (m) any index or indices used to determine the amount of payments of
principal of and premium, if any, on the Securities of such series or the manner
in which such amounts will be determined;

         (n) whether the Securities of the series, or any portion thereof, shall
initially be issuable in the form of a temporary Global Security representing
all or such portion of the Securities of such series and provisions for the
exchange of such temporary Global Security for definitive Securities of such
series;

         (o) if applicable, that any Securities of the series shall be issuable
in whole or in part in the form of one or more Global Securities and, in such
case, the respective Depositories for such Global Securities, the form of any

                                       18


<PAGE>

legend or legends which shall be borne by any such Global Security in addition
to or in lieu of that set forth in Section 2.4 and any circumstances in addition
to or in lieu of those set forth in Section 3.5 in which any such Global
Security may be exchanged in whole or in part for Securities registered, and any
transfer of such Global Security in whole or in part may be registered, in the
name or names of Persons other than the Depositary for such Global Security or a
nominee thereof;

        (p) the appointment of any Paying Agent or Agents for the Securities of
such series;

        (q) the terms of any right to convert or exchange Securities of such
series into any other securities or property of the Company, and the additions
or changes, if any, to this Indenture with respect to the Securities of such
series to permit or facilitate such conversion or exchange;

        (r) the form or forms of the Trust Agreement, Amended and Restated
Trust Agreement and Guarantee Agreement, if different from the forms attached
hereto as Annexes A, B and C, respectively;

        (s) the relative degree, if any, to which the Securities of the series
shall be senior to or be subordinated to other series of Securities in right of
payment, whether such other series of Securities are Outstanding or not; and

        (t) any other terms of the Securities of such series (which terms shall
not be inconsistent with the provisions of this Indenture).

        All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided herein or in
or pursuant to such Board Resolution and set forth in such Officers' Certificate
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, 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 setting forth the terms of the series.

        The Securities shall be subordinated in right of payment to Senior and
Subordinated Debt as provided in Article XIII.

Section 3.2.   Denominations.

        The Securities of each series shall be in registered form without
coupons and shall be issuable in minimum denominations of $1,000 and integral
multiples of $1,000 in excess thereof, unless otherwise specified as
contemplated by Section 3.1.

Section 3.3.   Execution, Authentication, Delivery and Dating.

        The Securities shall be executed on behalf of the Company by its
Chairman, its President, its Treasurer or one of its Vice Presidents under its
corporate seal reproduced or impressed thereon and attested by its Secretary or
one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile.

        Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities. At any time and from time to
time after the execution and delivery of this Indenture, the Company may deliver
Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. If the form or terms of
the Securities of the series have been established

                                       19


<PAGE>

by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and
3.1, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                  (1) if the form of such Securities has been established by or
        pursuant to Board Resolution as permitted by Section 2.1, that such
        form has been established in conformity with the provisions of this
        Indenture;

                  (2) if the terms of such Securities have been established by
        or pursuant to Board Resolution as permitted by Section 3.1, that such
        terms have been established in conformity with the provisions of this
        Indenture; and

                  (3) that such Securities, 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 enforceable in
        accordance with their 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.

        If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

        Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

        Each Security shall be dated the date of its authentication.

        No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
officers, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 3.9, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

Section 3.4.   Temporary Securities.

        Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the
tenor of the definitive Securities of such series in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced
by their execution of such Securities.

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the

                                       20


<PAGE>

Company designated for that purpose without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor one
or more definitive Securities of the same series of authorized denominations
having the same Original Issue Date and Stated Maturity and having the same
terms as such temporary Securities. Until so exchanged, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

Section 3.5.   Registration, Transfer and Exchange.

        The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities. Such register is herein sometimes referred to as the
"Securities Register." The Trustee is hereby appointed "Securities Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.

        Upon surrender for registration of transfer of any Security at the
office or agency of the Company designated for that purpose the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series of any authorized denominations, of a like aggregate principal amount, of
the same Original Issue Date and Stated Maturity and having the same terms.

        At the option of the Holder, Securities may be exchanged for other
Securities of the same series of any authorized denominations, of a like
aggregate principal amount, of the same Original Issue Date and Stated Maturity
and having the same terms, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

        All Securities issued upon any transfer or exchange of Securities shall
be the valid obligations of the Company, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Securities surrendered upon
such transfer or exchange.

        Every Security presented or surrendered for transfer or exchange shall
(if so required by the Company or the Securities Registrar) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing.

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

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

        The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                  (1) Each Global Security authenticated under this Indenture
        shall be registered in the name of the Depositary designated for such
        Global Security or a nominee thereof and delivered to such Depositary
        or a nominee thereof or custodian therefor, and each such Global
        Security shall constitute a single Security for all purposes of this
        Indenture.

                  (2) Notwithstanding any other provision in this Indenture, no
        Global Security may be exchanged in whole or in part for Securities
        registered, and no transfer of a Global Security in whole or in part
        may be registered, in the name of any Person other than the Depositary
        for such Global


                                       21


<PAGE>


        Security or a nominee thereof unless (A) such Depositary (i) has
        notified the Company that it is unwilling or unable to continue as
        Depositary for such Global Security or (ii) has ceased to be a clearing
        agency registered under the Exchange Act at a time when the Depositary
        is required to be so registered to act as depositary, in each case
        unless the Company has approved a successor Depositary within 90 days,
        (B) there shall have occurred and be continuing an Event of Default
        with respect to such Global Security, (C) the Company in its sole
        discretion determines that such Global Security will be so exchangeable
        or transferable or (D) there shall exist such circumstances, if any, in
        addition to or in lieu of the foregoing as have been specified for this
        purpose as contemplated by Section 3.1.

                  (3) Subject to Clause (2) above, any exchange of a Global
        Security for other Securities may be made in whole or in part, and all
        Securities issued in exchange for a Global Security or any portion
        thereof shall be registered in such names as the Depositary for such
        Global Security shall direct.

                  (4) Every Security authenticated and delivered upon
        registration of transfer of, or in exchange for or in lieu of, a Global
        Security or any portion thereof, whether pursuant to this Section,
        Section 3.4, 3.6, 9.6 or 11.6 or otherwise, shall be authenticated and
        delivered in the form of, and shall be, a Global Security, unless such
        Security is registered in the name of a Person other than the
        Depositary for such Global Security or a nominee thereof.

        Neither the Company nor the Trustee shall be required, pursuant to the
provisions of this Section, (a) to issue, transfer or exchange any Security of
any series during a period beginning at the opening of business 15 days before
the day of selection for redemption of Securities pursuant to Article XI and
ending at the close of business on the day of mailing of notice of redemption or
(b) to transfer or exchange any Security so selected for redemption in whole or
in part, except, in the case of any Security to be redeemed in part, any portion
thereof not to be redeemed.

Section 3.6.   Mutilated, Destroyed, Lost and Stolen Securities.

        If any mutilated Security is surrendered to the Trustee together with
such security or indemnity as may be required by the Company or the Trustee to
save each of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same issue
and series of like tenor and principal amount, having the same Original Issue
Date and Stated Maturity, and bearing a number not contemporaneously
outstanding.

        If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same issue and series of like tenor and principal amount, having the same
Original Issue Date and Stated Maturity as such destroyed, lost or stolen
Security, and bearing a number not contemporaneously outstanding.

        In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

        Upon the issuance of any new Security under this Section, 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.

                                       22


<PAGE>



        Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities duly issued hereunder.

        The provisions of this Section 3.6 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.7.   Payment of Interest; Interest Rights Preserved.

        Interest on any Security of any series which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date, shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest in respect of Securities of such series, except that, unless
otherwise provided in the Securities of such series, interest payable on the
Stated Maturity of the principal of a Security shall be paid to the Person to
whom principal is paid. The initial payment of interest on any Security of any
series which is issued between a Regular Record Date and the related Interest
Payment Date shall be payable as provided in such Security or in the Board
Resolution pursuant to Section 3.1 with respect to the related series of
Securities.

        Any interest on any Security which is payable, but is not timely paid
or duly provided for, on any Interest Payment Date for Securities of such 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 may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
        Interest to the Persons in whose names the Securities of such series in
        respect of which interest is in default (or their respective
        Predecessor Securities) 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 Security 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 be not more than 15 days and not
        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 Holder of a Security of such series at the address of
        such Holder as it appears in the Securities Register not less than 10
        days prior to such Special Record Date. The Trustee may, in its
        discretion, in the name and at the expense of the Company, cause a
        similar notice to be published at least once in a newspaper,
        customarily published in the English language on each Business Day and
        of general circulation in the Borough of Manhattan, The City of New
        York, but such publication shall not be a condition precedent to the
        establishment of 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 the Securities of such series (or their
        respective Predecessor Securities) are registered on such Special
        Record Date and shall no longer be payable pursuant to the following
        Clause (2).


                                       23


<PAGE>



                  (2) The Company may make payment of any Defaulted Interest in
        any other lawful manner not inconsistent with the requirements of any
        securities exchange on which the Securities of the series in respect of
        which interest is in default may be listed and, upon such notice as may
        be required by such exchange (or by the Trustee if the Securities are
        not listed), if, after notice given by the Company to the Trustee of
        the proposed payment pursuant to this Clause, such payment shall be
        deemed practicable by the Trustee.

        Subject to the foregoing provisions of this Section 3.7, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

Section 3.8.   Persons Deemed Owners.

        The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of and (subject
to Section 3.7) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

Section 3.9.   Cancellation.

        All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and Securities surrendered
directly to the Trustee for any such purpose shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly canceled by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities canceled as provided in this
Section, except as expressly permitted by this Indenture. All canceled
Securities shall be destroyed by the Trustee and the Trustee shall deliver to
the Company a certificate of such destruction.

Section 3.10.   Computation of Interest.

        Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series for any
period shall be computed on the basis of a 360-day year of twelve 30-day months
and interest on the Securities of each series 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.

Section 3.11.   Deferrals of Interest Payment Dates.

        If specified as contemplated by Section 2.1 or Section 3.1 with respect
to the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, the Company shall have the right, at any time during
the term of such series, from time to time to defer the payment of interest on
such Securities for such period or periods as may be specified as contemplated
by Section 3.1 (each, an "Extension Period") during which Extension Periods the
Company shall have the right to make partial payments of interest on any
Interest Payment Date. No Extension Period shall end on a date other than an
Interest Payment Date. At the end of any such Extension Period the Company shall
pay all interest then accrued and unpaid on the Securities (together with
Additional Interest thereon, if any, at the rate specified for the Securities of
such series to the extent permitted by applicable law); provided, however, that
no Extension Period shall extend beyond the Stated Maturity of the principal of
the Securities of such series; provided, further, that during any such Extension
Period, the Company shall not, and shall not permit any Subsidiary to, (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's capital
stock (which includes common and preferred stock), or (ii) make any payment of
principal,


                                       24


<PAGE>



interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company (including Securities other than the Securities of
such series) that rank pari passu in all respects with or junior in interest to
the Securities 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 rank pari passu in all respects with or junior in interest to
the securities of such series (other than (a) dividends or distributions in
capital stock of the Company (which includes common and preferred stock), (b)
any declaration of a dividend in connection with the implementation of a
stockholders' rights plan or the issuance of Common Stock or preferred stock
under any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto (c) payments under the WSFS Guarantee related to the
Preferred Securities issued by the WSFS Trust holding Securities of such series,
and (d) purchases of Common Stock related to the issuance of Common Stock or
rights under any of the Company's benefit plans for its directors, officers or
employees). Prior to the termination of any such Extension Period, the Company
may further extend such Extension Period, provided that such extension does not
cause such Extension Period to extend beyond the Stated Maturity of the
principal of such Securities. Upon termination of any Extension Period and upon
the payment of all accrued and unpaid interest and any Additional Interest then
due on any Interest Payment Date, the Company may elect to begin a new Extension
Period, subject to the above requirements. No interest shall be due and payable
during an Extension Period, except at the end thereof. The Company shall give
the Trustee, the Property Trustee and the Administrative Trustees of the WSFS
Trust holding Securities of such series notice of its election of any Extension
Period (or an extension thereof) at least one Business Day prior to the earlier
of (i) the next succeeding date on which Distributions on the Preferred
Securities of such WSFS Trust would be payable except for the election to begin
or extend such Extension Period or (ii) the date the Administrative Trustees are
required to give notice to the Nasdaq National Market or other applicable stock
exchange or automated quotation system on which the Preferred Securities are
then listed or quoted or to holders of such Preferred Securities of the record
date or (iii) the date such Distributions are payable, but in any event not less
than one Business Day prior to such record date. The Trustee shall give notice
of the Company's election to begin a new Extension Period to the holders of the
Junior Subordinated Debentures. There is no limitation on the number of times
that the Company may elect to begin an Extension Period.

        The Trustee shall promptly give notice of the Company's election to
begin any such Extension Period to the Holders of the Outstanding Securities of
such series.

Section 3.12.   Right of Set-Off.

        With respect to the Securities of a series issued to a WSFS Trust,
notwithstanding anything to the contrary in the Indenture, the Company shall
have the right to set-off any payment it is otherwise required to make
thereunder in respect of any such Security to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a
payment under the Guarantee Agreement relating to such Security or under Section
5.8 of the Indenture.

Section 3.13.   Agreed Tax Treatment.

        Each Security issued hereunder shall provide that the Company and, by
its acceptance of a Security or a beneficial interest therein, the Holder of,
and any Person that acquires a beneficial interest in, such Security agree that
for United States Federal, state and local tax purposes it is intended that such
Security constitute indebtedness.

Section 3.14.   Shortening of Stated Maturity.

        If specified as contemplated by Section 2.1 or Section 3.1 with respect
to the Securities of a particular series, the Company shall have the right to
shorten the Stated Maturity of the principal of the Securities of such series at
any time to any date not earlier than the first date on which the Company has
the right to redeem the Securities of such series.

                                       25


<PAGE>



Section 3.15.   CUSIP Numbers.

        The Company in issuing the Securities 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 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 Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers.


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.1.   Satisfaction and Discharge of Indenture.

        This Indenture shall, upon Company Request, cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for and as otherwise provided
in this Section 4.1) and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

        (1) either

        (A) all Securities theretofore authenticated and delivered (other than
(i) Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.6 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3) have been delivered to the Trustee for
cancellation; or

        (B) all such Securities not theretofore delivered to the Trustee for
cancellation

            (i)   have become due and payable, or

            (ii)  will become due and payable at their Stated Maturity
        within one year of the date of deposit, or

            (iii) are to be called for redemption within one year under
        arrangements satisfactory to the Trustee for the giving of notice of
        redemption by the Trustee in the name, and at the expense, of the
        Company,

and the Company, in the case of Clause (B) (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in trust for
such purpose an amount in the currency or currencies in which the Securities of
such series are payable sufficient to pay and discharge the entire indebtedness
on such Securities not theretofore delivered to the Trustee for cancellation,
for principal (and premium, if any) and interest (including any Additional
Interest) to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;

        (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

        (3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.

                                       26


<PAGE>



Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive.

Section 4.2.   Application of Trust Money.

        Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by the Trustee, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for the payment of which such money or obligations have been
deposited with or received by the Trustee.


                                    ARTICLE V

                                    REMEDIES

Section 5.1.   Events of Default.

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

                  (1) default in the payment of any interest upon any Security
        of that series, including any Additional Interest in respect thereof,
        when it becomes due and payable, and continuance of such default for a
        period of 30 days (subject to the deferral of any due date in the case
        of an Extension Period); or

                  (2) default in the payment of the principal of (or premium, if
        any, on) any Security of that series at its Maturity; or

                  (3) default in the performance, or breach, in any material
        respect, of any covenant or warranty of the Company in this Indenture
        (other than a covenant or warranty a default in the performance of
        which or the breach of which is elsewhere in this Section 5.1
        specifically dealt with), and continuance of such default or breach for
        a period of 60 days after there has been given, by registered or
        certified mail, to the Company by the Trustee or to the Company and the
        Trustee by the Holders of at least 25% in principal amount of the
        Outstanding Securities of that series a written notice specifying such
        default or breach and requiring it to be remedied; or

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

                                       27


<PAGE>



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

                  (6) any other Event of Default provided with respect to
        Securities of that series.

Section 5.2.   Acceleration of Maturity; Rescission and Annulment.

        If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided that,
in the case of the Securities of a series issued to a WSFS Trust, if, upon an
Event of Default, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series fail to declare the
principal of all the Securities of that series to be immediately due and
payable, the holders of at least 25% in aggregate liquidation amount of the
corresponding series of Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee; and upon any such
declaration such principal amount (or specified portion thereof) of and the
accrued interest (including any Additional Interest) on all the Securities of
such series shall become immediately due and payable. Payment of principal and
interest (including any Additional Interest) on such Securities shall remain
subordinated to the extent provided in Article XIII notwithstanding that such
amount shall become immediately due and payable as herein provided.

        At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences, except a
default in the payment of the principal or interest. A default in the payment of
principal or interest may be annulled by the Holders of a majority in principal
amount of the Outstanding Securities if:

                  (1) the Company has paid or deposited with the Trustee a sum 
        sufficient to pay:

                      (A) all overdue installments of interest (including any 
                  Additional Interest) on all Securities of that series,

                      (B) the principal of (and premium, if any, on) any
                  Securities of that series which have become due otherwise than
                  by such declaration of acceleration and interest thereon at
                  the rate borne by the Securities, and

                      (C) all sums paid or advanced by the Trustee hereunder and
                  the reasonable compensation, expenses, disbursements and 
                  advances of the Trustee, its agents and counsel; and

                                       28


<PAGE>



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

        In the case of Securities of a series issued to a WSFS Trust, the
holders of a majority in aggregate Liquidation Amount (as defined in the Trust
Agreement under which such WSFS Trust is formed) of the related series of
Preferred Securities issued by such WSFS Trust shall also have the right to
rescind and annul such declaration and its consequences by written notice to the
Company and the Trustee subject to the satisfaction of the conditions set forth
in Clauses (1) and (2) above of this Section 5.2.

        No such rescission shall affect any subsequent default or impair any
right consequent thereon.

Section 5.3.   Collection of Indebtedness and Suits for Enforcement by Trustee.

        The Company covenants that if:

                  (1) default is made in the payment of any installment of
        interest (including any Additional Interest) on any Security when such
        interest becomes due and payable and such default continues for a
        period of 30 days, or

                  (2) default is made in the payment of the principal of (and
        premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal, including any sinking fund payment or
analogous obligations (and premium, if any) and interest (including any
Additional Interest); and, in addition thereto, all amounts owing the Trustee
under Section 6.7.

        If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon the Securities, wherever
situated.

        If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

Section 5.4.   Trustee May File Proofs of Claim.

        In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors,

        (a) the Trustee (irrespective of whether the principal of the
Securities of any series shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal (and
premium, if any) or interest (including any Additional Interest)) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

                                       29


<PAGE>

                  (i) to file and prove a claim for the whole amount of
        principal (and premium, if any) and interest (including any Additional
        Interest) owing and unpaid in respect to the Securities and to file
        such other papers or documents as may be necessary or advisable and to
        take any and all actions as are authorized under the Trust Indenture
        Act in order to have the claims of the Holders and any predecessor to
        the Trustee under Section 6.7 allowed in any such judicial proceedings;
        and

                  (ii) in particular, the Trustee shall be authorized to collect
        and receive any moneys or other property payable or deliverable on any
        such claims and to distribute the same in accordance with Section 5.6;
        and

        (b) any custodian, receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee for
distribution in accordance with Section 5.6, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it and any predecessor Trustee under Section 6.7.

        Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

Section 5.5.   Trustee May Enforce Claim Without Possession of Securities.

        All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such 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 the payment of all the amounts owing the Trustee and any
predecessor Trustee under Section 6.7, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 5.6.   Application of Money Collected.

        Any money or property collected or to be applied by the Trustee with
respect to a series of Securities pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money or property on account of principal (or premium,
if any) or interest (including any Additional Interest), upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

                  FIRST:  To the payment of all amounts due the Trustee and any
        predecessor Trustee under Section 6.7;

                  SECOND: Subject to Article XIII, to the payment of the amounts
        then due and unpaid upon such series of Securities for principal (and
        premium, if any) and interest (including any Additional Interest), in
        respect of which or for the benefit of which such money has been
        collected, ratably, without preference or priority of any kind, 
        according to the amounts due and payable on such series of Securities
        for principal (and premium, if any) and interest (including any
        Additional Interest), respectively; and

                  THIRD:  The balance, if any, to the Person or Persons entitled
        thereto.


                                       30


<PAGE>



Section 5.7.   Limitation on Suits.

        No Holder of any Securities of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture
or for the appointment of a receiver, assignee, trustee, liquidator,
sequestrator (or other similar official) or for any other remedy hereunder,
unless:

                  (1) such Holder has previously given written notice to the
        Trustee of a continuing Event of Default with respect to the Securities
        of that series;

                  (2) the Holders of not less than 25% in principal amount of
        the Outstanding Securities of that series shall have made written
        request to the Trustee to institute proceedings in respect of such
        Event of Default in its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
        reasonable indemnity against the costs, expenses and liabilities to be
        incurred in compliance with such request:

                  (4) the Trustee for 60 days after its receipt of such notice,
        request and offer of indemnity has failed to institute any such
        proceeding; and

                  (5) no direction inconsistent with such written request has
        been given to the Trustee during such 60-day period by the Holders of a
        majority in principal amount of the Outstanding Securities of that
        series;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing itself of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Securities, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

Section 5.8.   Unconditional Right of Holders to Receive Principal, Premium and 
                   Interest; Direct Action by Holders of Preferred Securities.

        Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right which is absolute and unconditional to receive
payment of the principal of (and premium, if any) and (subject to Section 3.7)
interest (including any Additional Interest) on such Security on the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder. In the case of Securities of a series issued to a WSFS Trust, any holder
of the corresponding series of Preferred Securities issued by such WSFS Trust
shall have the right, upon the occurrence of an Event of Default described in
Section 5.1(1) or 5.1(2), to institute a suit directly against the Company for
enforcement of payment to such holder of principal of (premium, if any) and
(subject to Section 3.7) interest (including any Additional Interest) on the
Securities having a principal amount equal to the aggregate Liquidation Amount
(as defined in the Trust Agreement under which such WSFS Trust is formed) of
such Preferred Securities of the corresponding series held by such holder.

Section 5.9.   Restoration of Rights and Remedies.

        If the Trustee, any Holder or any holder of Preferred Securities has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee, such Holder or such holder of
Preferred Securities, then and in every such case the Company, the Trustee, the
Holders and such holder of Preferred Securities shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights

                                       31


<PAGE>

and remedies of the Trustee, the Holders and the holders of Preferred Securities
shall continue as though no such proceeding had been instituted.

Section 5.10.   Rights and Remedies Cumulative.

        Except as otherwise provided in the last paragraph of Section 3.6, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 5.11.   Delay or Omission Not Waiver.

        No delay or omission of the Trustee, any Holder of any Security or any
holder of any Preferred Security to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.

        Every right and remedy given by this Article or by law to the Trustee
or to the Holders and the right and remedy given to the holders of Preferred
Securities by Section 5.8 may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee, the Holders or the holders of Preferred
Securities, as the case may be.

Section 5.12.   Control by Holders.

        The Holders of a majority in principal amount of the Outstanding
Securities of any series 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, with respect to the
Securities of such series, provided that:

                  (1) such direction shall not be in conflict with any rule of 
        law or with this Indenture,

                  (2) the Trustee may take any other action deemed proper by the
        Trustee which is not inconsistent with such direction, and

                  (3) Subject to the provisions of Section 6.1, the Trustee
        shall have the right to decline to follow such direction if a
        Responsible Officer or Officers of the Trustee shall, in good faith,
        determine that the proceeding so directed would be unjustly prejudicial
        to the Holders not joining in any such direction or would involve the
        Trustee in personal liability.

Section 5.13.   Waiver of Past Defaults.

        The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series and, in the case of any Securities of a
series issued to a WSFS Trust, the holders of Preferred Securities issued by
such WSFS Trust may waive any past default hereunder and its consequences with
respect to such series except a default:

                  (1) in the payment of the principal of (or premium, if any) or
        interest (including any Additional Interest) on any Security of such 
        series, or

                  (2) in respect of a covenant or provision hereof which under
        Article IX cannot be modified or amended without the consent of the
        Holder of each Outstanding Security of such series affected.


                                       32


<PAGE>

        Any such waiver shall be deemed to be on behalf of the Holders of all
the Securities of such series or, in the case of a waiver by holders of
Preferred Securities issued by such WSFS Trust, by all holders of Preferred
Securities issued by such WSFS Trust.

        Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

Section 5.14.   Undertaking for Costs.

        All parties to this Indenture agree, and each Holder of any Security by
his 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 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 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest (including any
Additional Interest) on any Security on or after the respective Stated
Maturities expressed in such Security.

Section 5.15.   Waiver of Usury, Stay or Extension Laws.

        The Company covenants (to the extent that it may lawfully do so) that
it will 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 performance 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.


                                   ARTICLE VI

                                   THE TRUSTEE

Section 6.1.   Certain Duties and Responsibilities.

        (a)  Except during the continuance of an Event of Default;

             (1) the Trustee undertakes to perform such duties and only
        such duties 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 its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon 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 which by
        any provisions 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.

                                       33


<PAGE>

        (b) In case an Event of Default has occurred and is continuing, 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 their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his own affairs.

        (c) 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:

            (1) this Subsection shall not be construed to limit the effect of 
        Subsection (a) of this Section;

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

            (3) 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 Holders pursuant to Section 5.12 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 Securities of such
        series.

        (d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall reasonably believe that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

        (e) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 6.1.

Section 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 the
Securities of any series, the Trustee shall transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register, notice of such default, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of (or premium, if any) or interest (including any Additional
Interest) on any Security of such series, 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 directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of Securities of such series; and provided, further,
that, in the case of any default of the character specified in Section 5.1(3),
no such notice to Holders of Securities of such series shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, 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 Securities of such
series.

Section 6.3.   Certain Rights of Trustee.

        Subject to the provisions of 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, direction, consent, order, bond, debenture, 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;


                                       34


<PAGE>

        (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

        (c) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

        (d) before the Trustee acts or refrains from acting, it may consult
with counsel and the advice of such counsel or any Opinion of 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;

        (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 or direction of
any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee security or indemnity reasonable to it against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

        (f) 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, direction, consent, order, bond, indenture,
Security or other paper or document, but the Trustee in its discretion may make
such inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such inquiry or investigation, it shall
be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney; and

        (g) 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.

Section 6.4.   Not Responsible for Recitals or Issuance of Securities.

        The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of the Securities or the proceeds thereof.

Section 6.5.   May Hold Securities.

        The Trustee, any Authenticating Agent, any Paying Agent, any Securities
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Securities
Registrar or such other agent.

Section 6.6.   Money Held in Trust.

        Money held by the Trustee in trust hereunder 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 money received by it hereunder except as
otherwise agreed with the Company.

Section 6.7.   Compensation and Reimbursement.

        The Company agrees

                                       35


<PAGE>

        (1) to pay to the Trustee from time to time, and the Trustee shall be
entitled to, compensation for all services rendered by it hereunder in such
amounts as the Company and the Trustee shall agree from time to time in writing
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

        (2) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
including all costs and expenses incurred with regard to collection, except any
such expense, disbursement or advance as may be attributable to its negligence
or bad faith; and

        (3) to indemnify the Trustee, its directors, officers, employees and
agents for, and to hold it harmless against, any loss, liability or expense
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel) incurred without negligence or willful misconduct, arising
out of or in connection with the acceptance or administration of this trust or
the performance of its duties hereunder, 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, including all costs and
expenses incurred with regard to collection. This indemnification shall survive
the termination of this Agreement.

        To secure the Company's payment obligations in this Section 6.7, the
Company and the Holders agree that the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the Trustee. Such lien
shall survive the satisfaction and discharge of this Indenture.

        When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 5.1(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

Section 6.8.   Disqualification; Conflicting Interests.

        The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act. Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of said Section 301(b).

Section 6.9.   Corporate Trustee Required; Eligibility.

        There shall at all times be a Trustee hereunder which shall be

        (a) a corporation organized and doing business under the laws of the
United States of America or of any State or Territory or the District of
Columbia, authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by Federal, State, Territorial or District
of Columbia authority, or

        (b) a corporation or other Person organized and doing business under
the laws of a foreign government that is permitted to act as Trustee pursuant to
a rule, regulation or order of the Commission, authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees,

in either case having a combined capital and surplus of at least $50,000,000,
subject to supervision or examination by Federal or State 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 6.9, 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. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
6.9, it shall resign immediately in the manner and with the effect hereinafter
specified in

                                       36


<PAGE>



this Article VI. Neither the Company nor any Person directly or indirectly
controlling, controlled by or under common control with the Company shall serve
as Trustee for the Securities of any series issued hereunder.

Section 6.10.   Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of the Trustee and no appointment of a
uccessor Trustee pursuant to this Article VI shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Trustee within 30 days after the giving 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 the Securities of such
series.

         (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

         (d) If at any time:

             (1) the Trustee shall fail to comply with Section 6.8 after written
         request therefor by the Company or by any Holder who has been a bona 
         fide Holder of a Security for at least six months, or

             (2) the Trustee shall cease to be eligible under Section 6.9 and 
         shall fail to resign after written request therefor by the Company or 
         by any such Holder, or

             (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed 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, (i) the Company, acting pursuant to the authority of a
Board Resolution, may remove the Trustee with respect to all Securities, or (ii)
Subject to Section 5.14, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee with respect to the
Securities of that or those series. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment, become
the successor Trustee with respect to the Securities of such series and
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
for at least six months may, Subject to Section 5.14, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

                                       37


<PAGE>

        (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities of such series as their names and addresses appear in the
Securities Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

Section 6.11.   Acceptance of Appointment by Successor.

        (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such 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) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, 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 Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) 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 trusts
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 and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each 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 with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

        (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all rights, powers and trusts referred to
in paragraph (a) or (b) of this Section 6.11, as the case may be.

        (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.

Section 6.12.   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 all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article VI, without

                                       38


<PAGE>

the execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities 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 Securities so authenticated, and in case any
Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the name of such successor Trustee, and in all cases the certificate of
authentication shall have the full force which it is provided anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

Section 6.13.   Preferential Collection of Claims Against Company.

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

Section 6.14.   Appointment of Authenticating Agent.

        The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.6, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, or of any State or Territory or
the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section 6.14 the combined capital and surplus of such
Authenticating Agent 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 an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 6.14.

        Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

        An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.6 to all Holders
of Securities of the series with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provision of this Section 6.14.

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<PAGE>


        The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 6.14, and the
Trustee shall be entitled to be reimbursed for such payments, Subject to the
provisions of Section 6.7.

        If an appointment with respect to one or more series is made pursuant
to this Section 6.14, the Securities of such series may have endorsed thereon,
in addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

This is one of the Securities referred to in the within mentioned Indenture.

Dated:

                            WILMINGTON TRUST COMPANY,
                            As Trustee


                            By:_________________________________________________
                                      As Authenticating Agent


                            By:_________________________________________________
                                      Authorized Officer



                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1.   Company to Furnish Trustee Names and Addresses of Holders.

        The Company will furnish or cause to be furnished to the Trustee:

        (a) semi-annually, not more than 15 days after June 30 and December 31
in each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of June 15 and December 15 of such year,
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, excluding from any such list names and addresses received by the
Trustee in its capacity as Securities Registrar.

Section 7.2.   Preservation of Information, Communications to Holders.

        (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Securities
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

        (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided in the
Trust Indenture Act.

                                       40


<PAGE>



        (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of information as to the names and addresses of the Holders made
pursuant to the Trust Indenture Act.

Section 7.3.   Reports by Trustee.

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

        (b) Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted no later than July 15 in each calendar
year, commencing with the first July 15 after the first issuance of Securities
under this Indenture.

        (c) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed and also with the Commission. The Company will notify the
Trustee when any Securities are listed on any stock exchange.

Section 7.4.  Reports by Company.

        The Company shall file with the Trustee and with the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided in the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with
the Trustee within 15 days after the same is required to be filed with the
Commission. Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall continue to file with the Commission and provide the
Trustee with the annual reports and the information, documents and other reports
which are specified in Sections 13 and 15(d) of the Exchange Act. The Company
also shall comply with the other provisions of Trust Indenture Act Section
314(a).


                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1.   Company May Consolidate, Etc., Only on Certain Terms.

        The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and no Person shall consolidate with or merge into the
Company or convey, transfer or lease its properties and assets substantially as
an entirety to the Company, unless:

                  (1) in case the Company shall consolidate with or merge into
        another Person or convey, transfer or lease its properties and assets
        substantially as an entirety to any Person, the corporation formed by
        such consolidation or into which the Company is merged or the Person
        which acquires by conveyance or transfer, or which leases, the
        properties and assets of the Company substantially as an entirety shall
        be a corporation, partnership or trust organized and existing under the
        laws of the United States of America or any State or the District of
        Columbia, and shall expressly assume, by an indenture supplemental
        hereto, executed and delivered to the Trustee, in form satisfactory to
        the Trustee, the due and punctual payment of the principal of (and
        premium, if any) and interest (including any Additional Interest) on
        all the Securities and the performance of every covenant of this
        Indenture on the part of the Company to be performed or observed;


                                       41


<PAGE>
 
                  (2) immediately after giving effect to such transaction, no
        Event of Default, and no event which, after notice or lapse of time, or
        both, would become an Event of Default, shall have happened and be
        continuing;

                  (3) in the case of the Securities of a series issued to a WSFS
        Trust, such consolidation, merger, conveyance, transfer or lease is
        permitted under the related Trust Agreement and related WSFS Guarantee
        and does not give rise to any breach or violation of the related Trust
        Agreement or related WSFS Guarantee; and

                  (4) the Company has delivered to the Trustee an Officers'
        Certificate and an opinion of counsel, each stating that such
        consolidation, merger, conveyance, transfer or lease and any such
        supplemental indenture comply with this Article and that all conditions
        precedent herein provided for relating to such transaction have been
        complied with; and the Trustee, subject to Section 6.1, may rely upon
        such Officers' Certificate and opinion of counsel as conclusive
        evidence that such transaction complies with this Section 8.1.

Section 8.2.   Successor Corporation Substituted.

        Upon any consolidation or merger by the Company with or into any other
Person, or any conveyance, transfer or lease by the Company of its properties
and assets substantially as an entirety to any Person in accordance with Section
8.1, the successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein; and in the event of any such
conveyance, transfer or lease the Company shall be discharged from all
obligations and covenants under the Indenture and the Securities and may be
dissolved and liquidated.

        Such successor Person may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Securities which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication pursuant to such
provisions and any Securities which such successor Person thereafter shall cause
to be signed and delivered to the Trustee on its behalf for the purpose pursuant
to such provisions. All the Securities so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.

        In case of any such consolidation, merger, sale, conveyance or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.1.   Supplemental Indentures Without Consent of Holders.

        Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, provided, however, that the form and terms of Securities of any series
may be established by a Board

                                       42


<PAGE>

Resolution, as set forth in the Officers' Certificate delivered to the Trustee
pursuant to Section 3.1, without entering into a supplemental indenture for all
purposes hereunder, for any of the following purposes:

                  (1) to evidence the succession of another Person to the
        Company, and the assumption by any such successor of the covenants of
        the Company herein and in the Securities contained; or

                  (2) to convey, transfer, assign, mortgage or pledge any
        property to or with the Trustee or to surrender any right or power
        herein conferred upon the Company; or

                  (3) to establish the form or terms of Securities of any series
        as permitted by Sections 2.1 or 3.1; or

                  (4) to add to the covenants of the Company for the benefit of
        the Holders of all or any series of Securities (and if such covenants
        are to be for the benefit of less than all series of Securities,
        stating that such covenants are expressly being included solely for the
        benefit of such series) or to surrender any right or power herein
        conferred upon the Company; or

                  (5) to add any additional Events of Default for the benefit of
        the Holders of all or any series of Securities (and if such additional
        Events of Default are to be for the benefit of less than all series of
        Securities, stating that such additional Events of Default are
        expressly being included solely for the benefit of such series); or

                  (6) to change or eliminate any of the provisions of this
        Indenture, provided that any such change or elimination shall become
        effective only when there is no Security Outstanding of any series
        created prior to the execution of such supplemental indenture which is
        entitled to the benefit of such provision; or

                  (7) to cure any ambiguity, to correct or supplement any
        provision herein which may be defective or inconsistent with any other
        provision herein, or to make any other provisions with respect to
        matters or questions arising under this Indenture, provided that such
        action pursuant to this clause (7) shall not adversely affect the
        interest of the Holders of Securities of any series in any material
        respect or, in the case of the Securities of a series issued to a WSFS
        Trust and for so long as any of the corresponding series of Preferred
        Securities issued by such WSFS Trust shall remain outstanding, the
        holders of such Preferred Securities; or

                  (8) to evidence and provide for the acceptance of appointment
        hereunder by a successor Trustee with respect to the Securities of one
        or more series and to add to or change any of the provisions of this
        Indenture as shall be necessary to provide for or facilitate the
        administration of the trusts hereunder by more than one Trustee,
        pursuant to the requirements of Section 6.11(b); or

                  (9) to comply with the requirements of the Commission in order
        to effect or maintain the qualification of this Indenture under the
        Trust Indenture Act.

Section 9.2.   Supplemental Indentures With Consent of Holders.

        With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such

                                       43


<PAGE>



series under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

                  (1) except to the extent permitted by Sections 3.11 or 3.14 or
        as otherwise specified as contemplated by Section 2.1 or Section 3.1
        with respect to the deferral of the payment of interest on the
        Securities of any series or the shortening of the Stated Maturity of
        the Securities of any series, change the Stated Maturity of the
        principal of, or any installment of interest (including any Additional
        Interest) on, any Security, or reduce the principal amount thereof or
        the rate of interest thereon or reduce any premium payable upon the
        redemption thereof, or reduce the amount of principal of a Discount
        Security that would be due and payable upon a declaration of
        acceleration of the Maturity thereof pursuant to Section 5.2, or change
        the place of payment where, or the coin or currency in which, any
        Security or interest thereon is payable, or impair the right to
        institute suit for the enforcement of any such payment on or after the
        Stated Maturity thereof (or, in the case of redemption, on or after the
        Redemption Date), or

                  (2) reduce the percentage in principal amount of the
        Outstanding Securities of any series, the consent of whose Holders is
        required for any such supplemental indenture, or the consent of whose
        Holders is required for any waiver (of compliance with certain
        provisions of this Indenture or certain defaults hereunder and their
        consequences) provided for in this Indenture, or

                  (3) modify any of the provisions of this Section, Section 5.13
        or Section 10.5, except to increase any such percentage or to provide
        that certain other provisions of this Indenture cannot be modified or
        waived without the consent of the Holder of each Security affected
        thereby, or

                  (4) modify the provisions in Article XIII of this Indenture
        with respect to the subordination of Outstanding Securities of any
        series in a manner adverse to the Holders thereof,

provided, further, that, in the case of the Securities of a series issued to a
WSFS Trust, so long as any of the corresponding series of Preferred Securities
issued by such WSFS Trust remains outstanding, (i) no such amendment shall be
made that adversely affects the holders of such Preferred Securities in any
material respect, and no termination of this Indenture shall occur, and no
waiver of any Event of Default or compliance with any covenant under this
Indenture shall be effective, without the prior consent of the holders of at
least a majority of the aggregate liquidation preference of such Preferred
Securities then outstanding unless and until the principal (and premium, if any)
of the Securities of such series and all accrued and, subject to Section 3.7,
unpaid interest (including any Additional Interest) thereon have been paid in
full and (ii) no amendment shall be made to Section 5.8 of this Indenture that
would impair the rights of the holders of Preferred Securities provided therein
without the prior consent of the holders of each Preferred Security then
outstanding unless and until the principal (and premium, if any) of the
Securities of such series and all accrued and (subject to Section 3.7) unpaid
interest (including any Additional Interest) thereon have been paid in full.

        A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities or Preferred
Securities, or which modifies the rights of the Holders of Securities or holders
of Preferred Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities or holders of Preferred Securities of any other series.

        It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

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<PAGE>

Section 9.3.   Execution of Supplemental Indentures.

        In executing or accepting the additional series of Securities created
by any supplemental indenture permitted by this Article or the modifications
thereby of any series of Securities previously created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, an Officers' Certificate and an opinion of
counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture, and that all conditions precedent have been
complied with. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

Section 9.4.   Effect of Supplemental Indentures.

        Upon the execution of any supplemental indenture under this Article IX
or delivery to the Trustee of the Officers' Certificate pursuant to Section 3.1
hereof (which Officers' Certificate shall have the effect of a supplemental
indenture for all purposes hereunder), this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

Section 9.5.   Conformity with Trust Indenture Act.

        Every supplemental indenture executed pursuant to this Article IX and
every Officers' Certificate delivered to the trustee pursuant to Section 3.1
hereof shall conform to the requirements of the Trust Indenture Act as then in
effect.

Section 9.6.   Reference in Securities to Supplemental Indentures.

        Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article IX or delivery to the Trustee of
the Officers' Certificate pursuant to Section 3.1 hereof (which Officers'
Certificate shall have the effect of a supplemental indenture for all purposes
hereunder) may, and shall if required by the Company, bear a notation in form
approved by the Company as to any matter provided for in such supplemental
indenture or such Officers' Certificate. If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Company, to any such supplemental indenture or such Officers's Certificate may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.


                                    ARTICLE X

                                    COVENANTS

Section 10.1.   Payment of Principal, Premium and Interest.

        The Company covenants and agrees for the benefit of each series of
securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of such Securities and this Indenture.

Section 10.2.   Maintenance of Office or Agency.

        The Company will maintain in each Place of Payment for any series of
Securities, an office or agency where Securities of that series may be presented
or surrendered for payment and an office or agency where Securities of that
series may be surrendered for transfer or exchange and where notices and demands
to or upon the Company in respect

                                       45


<PAGE>



of the Securities of that series and this Indenture may be served. The Company
initially appoints the Trustee, acting through its Corporate Trust Office, as
its agent for said purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any
time the Company shall fail to maintain such office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
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, surrenders, notices and demands.

        The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all of such purposes, and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities of any series for such purposes. The Company
will give prompt written notice to the Trustee of any such designation and any
change in the location of any such office or agency.

Section 10.3.   Money for Security Payments to be Held in Trust.

        If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
failure so to act.

        Whenever the Company shall have one or more Paying Agents, it will,
prior to 10:00 a.m. New York City time on each due date of the principal of or
interest on any Securities, deposit with a Paying Agent a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due, such sum to be
held in trust for the benefit of the Persons entitled to such principal and
premium (if any) or interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its failure so to act.

        The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 10.3,
that such Paying Agent will:

                  (1) hold all sums held by it for the payment of the principal
        of (and premium, if any) or interest on Securities in trust for the
        benefit of the Persons entitled thereto until such sums shall be paid
        to such Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Company (or
        any other obligor upon the Securities) in the making of any payment of
        principal (and premium, if any) or interest:

                  (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent; and

                  (4) comply with the provisions of the Trust Indenture Act 
         applicable to it as a Paying Agent.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts 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.

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<PAGE>



        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall (unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be paid on Company Request to the Company,
or (if then held by the Company) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 10.4.   Statement as to Compliance.

        The Company shall deliver to the Trustee, within 120 days after the end
of each calendar year of the Company ending after the date hereof, an Officers'
Certificate covering the preceding calendar year, stating whether or not to the
best knowledge of the signers thereof the Company is in default in the
performance, observance or fulfillment of or compliance with any of the terms,
provisions, covenants and conditions of this Indenture, and if the Company shall
be in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge. For the purpose of this Section 10.4, compliance
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

Section 10.5.   Waiver of Certain Covenants.

        The Company may omit in any particular instance to comply with any
covenant or condition provided pursuant to Sections 3.1, 9.1(3), or 9.1(4) with
respect to the Securities of any series, if before or after the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company in respect of any
such covenant or condition shall remain in full force and effect.

Section 10.6.  Additional Sums.

        In the case of the Securities of a series issued to a WSFS Trust, so
long as no Event of Default has occurred and is continuing and except as
otherwise specified as contemplated by Section 2.1 or Section 3.1, in the event
that (i) such WSFS Trust is the Holder of all of the Outstanding Securities of
such series, (ii) a Tax Event in respect of such WSFS Trust shall have occurred
and be continuing and (iii) the Company shall not have (A) redeemed the
Securities of such series pursuant to Section 11.7(b) or (B) terminated such
WSFS Trust pursuant to Section 9.2(b) of the related Trust Agreement, the
Company shall pay to such WSFS Trust (and its permitted successors or assigns
under the related Trust Agreement) for so long as such WSFS Trust (or its
permitted successor or assignee) is the registered holder of any Securities of
such series, such additional amounts as may be necessary in order that the
amount of Distributions (including any Additional Amounts (as defined in such
Trust Agreement)) then due and payable by such WSFS Trust on the related
Preferred Securities and Common Securities that at any time remain outstanding
in accordance with the terms thereof shall not be reduced as a result of any
Additional Taxes (the "Additional Sums"). Whenever in this Indenture or the
Securities there is a reference in any context to the payment of principal of or
interest on the Securities, such mention shall be deemed to include mention of
the payments of the Additional Sums provided for in this paragraph to the extent
that, in such context, Additional Sums are, were or would be payable in respect
thereof pursuant to the

                                       47


<PAGE>



provisions of this paragraph and express mention of the payment of Additional
Sums (if applicable) in any provisions hereof shall not be construed as
excluding Additional Sums in those provisions hereof where such express mention
is not made; provided, however, that the deferral of the payment of interest
pursuant to Section 3.11 or the Securities shall not defer the payment of any
Additional Sums that may be due and payable.

Section 10.7.   Additional Covenants.

        The Company covenants and agrees with each Holder of Securities of any
series that it shall not, and it shall not permit any Subsidiary of the Company
to, (a) declare or pay any dividends or distributions on, or redeem purchase,
acquire or make a liquidation payment with respect to, any shares of the
Company's capital stock (which includes common and preferred stock), or (b) make
any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company (including Securities
other than the Securities of such series) that rank pari passu in all respects
with or junior in interest to the Securities of such series or make any
guarantee payments with respect to any guarantee by the Company of debt
securities of any subsidiary of the Company if such guarantee ranks pari passu
in all respects with or junior in interest to the Securities (other than (a)
dividends or distributions in capital stock of the Company (which includes
common and preferred stock), (b) any declaration of a dividend in connection
with the implementation of a Rights Plan, the issuance of any rights, or any
Common Stock or any class or series of preferred stock of the Company under any
Rights Plan or the redemption or repurchase of any such rights pursuant thereto,
(c) payments under the WSFS Guarantee related to the Preferred Securities issued
by the WSFS Trust holding Securities of such series, and (d) purchases of Common
Stock related to the issuance of Common Stock or rights under any of the
Company's benefit plans for its directors, officers or employees or related to
the issuance of Common Stock (or securities convertible into or exchangeable for
common stock) if at such time (i) there shall have occurred any event of which
the Company has actual knowledge that (A) with the giving of notice or the lapse
of time or both, would constitute an Event of Default with respect to the
Securities of such series and (B) in respect of which the Company shall not have
taken reasonable steps to cure, (ii) if the Securities of such series are held
by a WSFS Trust, the Company shall be in default with respect to its payment of
any obligations under the WSFS Guarantee relating to the Preferred Securities
issued by such WSFS Trust or (iii) the Company shall have given notice of its
election to begin an Extension Period with respect to the Securities of such
series as provided herein and shall not have rescinded such notice, or such
Extension Period, or any extension thereof, shall be continuing.

        The Company also covenants with each Holder of Securities of a series
issued to a WSFS Trust (i) to maintain directly or indirectly 100% ownership of
the Common Securities of such WSFS Trust; provided, however, that any permitted
successor of the Company hereunder may succeed to the Company's ownership of
such Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate
such WSFS Trust, except (a) in connection with a distribution of the Securities
of such series to the holders of Trust Securities in liquidation of such WSFS
Trust or (b) in connection with certain mergers, consolidations or amalgamations
permitted by the related Trust Agreement and (iii) to use its reasonable
efforts, consistent with the terms and provisions of such Trust Agreement, to
cause such WSFS Trust to remain classified as a grantor trust and not an
association taxable as a corporation for United States federal income tax
purposes.


                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

Section 11.1   Applicability of This Article.

        Redemption of Securities of any series (whether by operation of a
sinking fund or otherwise) as permitted or required by any form of Security
issued pursuant to this Indenture shall be made in accordance with such form of
Security and this Article; provided, however, that if any provision of any such
form of Security shall conflict with any provision of this Article, the
provision of such form of Security shall govern. Except as otherwise set forth
in the form


                                       48


<PAGE>


of Security for such series, each Security of such series shall be subject to
partial redemption only in the amount of $1,000 or, in the case of the
Securities of a series issued to a WSFS Trust, $1,000, or integral multiples of
$1,000 in excess thereof.

Section 11.2.   Election to Redeem; Notice to Trustee.

        The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of less than all of the Securities of any particular series and
having the same terms, the Company shall, not less than 30 nor more than 60 days
prior to the Redemption Date (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee of such date and of the principal amount of
Securities of that series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities, the Company shall furnish the Trustee
with an Officers' Certificate and an opinion of counsel evidencing compliance
with such restriction.

Section 11.3.   Selection of Securities to be Redeemed.

        If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the portion of the principal amount of any Security not redeemed
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of
such series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

        The Trustee shall promptly notify the Company in writing of the
Securities selected for partial redemption and the principal amount thereof to
be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed. If the Company shall so direct, Securities registered in the name of
the Company, any Affiliate or any Subsidiary thereof shall not be included in
the Securities selected for redemption.

Section 11.4.   Notice of Redemption.

        Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not later than the thirtieth day, and not earlier than the
sixtieth day, prior to the Redemption Date, to each Holder of Securities to be
redeemed, at the address of such Holder as it appears in the Securities
Register.

        With respect to Securities of each series to be redeemed, each notice
of redemption shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

                  (c) if less than all Outstanding Securities of such particular
        series and having the same terms are to be redeemed, the identification
        (and, in the case of partial redemption, the respective principal
        amounts) of the particular Securities to be redeemed;


                                       49


<PAGE>



                  (d) that on the Redemption Date, the Redemption Price will
        become due and payable upon each such Security or portion thereof, and
        that interest thereon, if any, shall cease to accrue on and after said
        date;

                  (e) the place or places where such Securities are to be
        surrendered for payment of the Redemption Price; and

                  (f) that the redemption is for a sinking fund, if such is the
        case.

        Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall not be
irrevocable. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, a failure to give such notice by mail or any
defect in the notice to the Holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.

Section 11.5.   Deposit of Redemption Price.

        Prior to 10:00 a.m. New York City time on the Redemption Date specified
in the notice of redemption given as provided in Section 11.4, the Company will
deposit with the Trustee or with one or more Paying Agents (or if the Company is
acting as its own Paying Agent, the Company will segregate and hold in trust as
provided in Section 10.3) an amount of money sufficient to pay the Redemption
Price of, and any accrued interest (including Additional Interest) on, all the
Securities which are to be redeemed on that date.

Section 11.6.   Payment of Securities Called for Redemption.

        If any notice of redemption has been given as provided in Section 11.4,
the Securities or portion of Securities with respect to which such notice has
been given shall become due and payable on the date and at the place or places
stated in such notice at the applicable Redemption Price. On presentation and
surrender of such Securities at a Place of Payment in said notice specified, the
said securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable Redemption Price, together with accrued interest
(including any Additional Interest) to the Redemption Date; provided, however,
that, unless otherwise specified as contemplated by Section 3.1, installments of
interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.7.

        Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities of the same
series, of authorized denominations, in aggregate principal amount equal to the
portion of the Security not redeemed so presented and having the same Original
Issue Date, Stated Maturity and terms. If a Global Security is so surrendered,
such new Security will also be a new Global Security.

        If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of and premium, if any, on such
Security shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.

Section 11.7.   Right of Redemption of Securities Initially Issued to a WSFS 
                    Trust.

        In the case of the Securities of a series initially issued to a WSFS
Trust, except as otherwise specified as contemplated by Section 3.1, the
Company, at its option, may redeem such Securities (i) on or after the date five
years after the Original Issue Date of such Securities, in whole at any time or
in part from time to time, or (ii) upon the

                                       50


<PAGE>

occurrence and during the continuation of a Tax Event, Investment Company Event
or Capital Treatment Event, at any time within 90 days following the occurrence
of such Tax Event, Investment Company Event or Capital Treatment Event in
respect of such WSFS Trust, in whole (but not in part), in each case at a
Redemption Price equal to 100% of the principal amount thereof.


                                   ARTICLE XII

                                  SINKING FUNDS

Section 12.1.   Applicability of Article.

        The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities.

        The minimum amount of any sinking fund payment provided for by the
terms of any Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any sinking fund payment in excess of such minimum
amount which is permitted to be made by the terms of such Securities of any
series is herein referred to as an "optional sinking fund payment". If provided
for by the terms of any Securities of any series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 12.2. Each
sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of such Securities.

Section 12.2.   Satisfaction of Sinking Fund Payments with Securities.

        In lieu of making all or any part of a mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its
option, at any time no more than 16 months and no less than 30 days prior to the
date on which such sinking fund payment is due, deliver to the Trustee
Securities of such series (together with the unmatured coupons, if any,
appertaining thereto) theretofore purchased or otherwise acquired by the
Company, except Securities of such series that have been redeemed through the
application of mandatory or optional sinking fund payments pursuant to the terms
of the Securities of such series, accompanied by a Company Order instructing the
Trustee to credit such obligations and stating that the Securities of such
series were originally issued by the Company by way of bona fide sale or other
negotiation for value; provided that the Securities to be so credited have not
been previously so credited. The Securities to be so credited shall be received
and credited for such purpose by the Trustee at the redemption price for such
Securities, as specified in the Securities so to be redeemed, for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

Section 12.3.   Redemption of Securities for Sinking Fund.

        Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section
3.1) and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities pursuant to Section 12.2 and will also deliver to the
Trustee any Securities to be so delivered. Such Officers' Certificate shall be
irrevocable and upon its delivery the Company shall be obligated to make the
cash payment or payments therein referred to, if any, on or before the
succeeding sinking fund payment date. In the case of the failure of the Company
to deliver such Officers' Certificate (or, as required by this Indenture, the
Securities and coupons, if any, specified in such Officers' Certificate), the
sinking fund payment due on the succeeding sinking fund payment date for such
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of the Securities of such series subject to a mandatory sinking
fund payment without the right to deliver or credit securities as provided in
Section 12.2 and without the right to make the optional sinking fund payment
with respect to such series at such time.

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<PAGE>



        Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Securities
of such series at the Redemption Price specified in such Securities with respect
to the sinking fund. Any sinking fund moneys not so applied or allocated by the
Trustee (or, if the Company is acting as its own Paying Agent, segregated and
held in trust by the Company as provided in Section 10.3) for such series and
together with such payment (or such amount so segregated) shall be applied in
accordance with the provisions of this Section 12.3. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 10.3) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Securities of
such series at Maturity. The Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.3 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.4. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Section 11.6. On or before each sinking fund
payment date, the Company shall pay to the Trustee (or, if the Company is acting
as its own Paying Agent, the Company shall segregate and hold in trust as
provided in Section 10.3) in cash a sum in the currency in which Securities of
such series are payable (except as provided pursuant to Section 3.1) equal to
the principal and any interest accrued to the Redemption Date for Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 12.3.

        Neither the Trustee nor the Company shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the Securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Company, if the
Company is then acting as its own Paying Agent) shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Company) for that purpose in accordance with the terms of this
Article XII. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such default or Event of Default shall occur and any moneys
thereafter paid into such sinking fund shall, during the continuance of such
default or Event of Default, be held as security for the payment of the
Securities and coupons, if any, of such series; provided, however, that in case
such default or Event of Default shall have been cured or waived herein, such
moneys shall thereafter be applied on the next sinking fund payment date for the
Securities of such series on which such moneys may be applied pursuant to the
provisions of this Section 12.3.


                                  ARTICLE XIII

                           SUBORDINATION OF SECURITIES

Section 13.1.   Securities Subordinate to Senior and Subordinated Debt.

        The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article XIII, the payment of the
principal of (and premium, if any) and interest (including any Additional
Interest) on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
amounts then due and payable in respect of all Senior and Subordinated Debt.

                                       52


<PAGE>



Section 13.2.   Payment Over of Proceeds Upon Dissolution, Etc.

        In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company (each such event, if any, herein
sometimes referred to as a "Proceeding"), then the holders of Senior and
Subordinated Debt shall be entitled to receive payment in full of Allocable
Amounts of such Senior and Subordinated Debt, or provision shall be made for
such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior and Subordinated Debt, before the Holders of the
Securities are entitled to receive or retain any payment or distribution of any
kind or character, whether in cash, property or securities (including any
payment or distribution which may be payable or deliverable by reason of the
payment of any other Debt of the Company subordinated to the payment of the
Securities, such payment or distribution being hereinafter referred to as a
"Junior Subordinated Payment"), on account of principal of (or premium, if any)
or interest (including any Additional Interest) on the Securities or on account
of the purchase or other acquisition of Securities by the Company or any
Subsidiary and to that end the holders of Senior and Subordinated Debt shall be
entitled to receive, for application to the payment thereof, any payment or
distribution of any kind or character, whether in cash, property or securities,
including any junior Subordinated Payment, which may be payable or deliverable
in respect of the Securities in any such Proceeding.

        In the event that, notwithstanding the foregoing provisions of this
Section 13.2, the Company shall have made payment to the Trustee or directly to
the Holder of any Security any payment or distribution of assets of the Company
of any kind or character, whether such payment shall be in cash, property or
securities, including any Junior Subordinated Payment, before all Allocable
Amounts of all Senior and Subordinated Debt are paid in full or payment thereof
is provided for in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior and Subordinated Debt, and if such fact
shall, at or prior to the time of such payment or distribution, have been made
known to the Trustee by its receipt of the Notice required pursuant to Section
13.10 hereof or, as the case may be, such Holder, then and in such event such
payment or distribution shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
other Person making payment or distribution of assets of the Company for
application to the payment of all Allocable Amounts of all Senior and
Subordinated Debt remaining unpaid, to the extent necessary to pay all Allocable
Amounts of all Senior and Subordinated Debt in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior and
Subordinated Debt.

        For purposes of this Article XIII only, the words "any payment or
distribution of any kind or character, whether in 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 which securities are subordinated in
right of payment to all then outstanding Senior and Subordinated Debt to
substantially the same extent as the Securities are so subordinated as provided
in this Article XIII. The consolidation of the Company with, or the merger of
the Company into, another Person or the liquidation or dissolution of the
Company following the sale of all or substantially all of its properties and
assets as an entirety to another Person upon the terms and conditions set forth
in Article VIII shall not be deemed a Proceeding for the purposes of this
Section 13.2 if the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by sale such properties and
assets as an entirety, as the case may be, shall, as a part of such
consolidation, merger, or sale comply with the conditions set forth in Article
VIII.

Section 13.3.   Prior Payment to Senior and Subordinated Debt Upon Acceleration 
                    of Securities.

        In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of the Senior and
Subordinated Debt outstanding at the time such Securities so become due and
payable shall be entitled to receive payment in full of all Allocable Amounts
due on or in respect of such Senior and Subordinated Debt (including any amounts
due upon acceleration), or provision shall be made for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior
and Subordinated Debt, before the Holders of the Securities are entitled to
receive any payment or distribution of any kind or character, whether in cash,
properties or securities (including any junior Subordinated Payment) by the
Company on account of the principal of (or


                                       53


<PAGE>

premium, if any) or interest (including any Additional Interest) on the
Securities or on account of the purchase or other acquisition of Securities by
the Company or any Subsidiary; provided, however, that nothing in this Section
13.3 shall prevent the satisfaction of any sinking fund payment in accordance
with this Indenture or as otherwise specified as contemplated by Section 3.1 for
the Securities of any series by delivering and crediting pursuant to Section
12.2 or as otherwise specified as contemplated by Section 3.1 for the Securities
of any series Securities which have been acquired (upon redemption or otherwise)
prior to such declaration of acceleration.

        In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 13.3, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

        The provisions of this Section 13.3 shall not apply to any payment with
respect to which Section 13.2 would be applicable.

Section 13.4.   No Payment When Senior and Subordinated Debt in Default.

        (a) In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on any Senior and
Subordinated Debt, or in the event that any event of default with respect to any
Senior and Subordinated Debt shall have occurred and be continuing and shall
have resulted in such Senior and Subordinated Debt becoming or being declared
due and payable prior to the date on which it would otherwise have become due
and payable, unless and until such event of default shall have been cured or
waived or shall have ceased to exist and such acceleration shall have been
rescinded or annulled, or (b) in the event any judicial proceeding shall be
pending with respect to any such default in payment or such event or default,
then no payment or distribution of any kind or character, whether in cash,
properties or securities (including any Junior Subordinated Payment) shall be
made by the Company on account of principal of (or premium, if any) or interest
(including any Additional Interest), if any, on the Securities or on account of
the purchase or other acquisition of Securities by the Company or any
Subsidiary, in each case unless and until all Allocable Amounts of such Senior
and Subordinated Debt are paid in full; provided, however, that nothing in this
Section 13.4 shall prevent the satisfaction of any sinking fund payment in
accordance with this Indenture or as otherwise specified as contemplated by
Section 3.1 for the Securities of any series by delivering and crediting
pursuant to Section 12.2 or as otherwise specified as contemplated by Section
3.1 for the Securities of any series Securities which have been acquired (upon
redemption or otherwise) prior to such default in payment or event of default.

        In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section 13.4, and if such fact shall, at or prior
to the time of such payment, have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company.

        The provisions of this Section 13.4 shall not apply to any payment with
respect to which Section 13.2 would be applicable.

Section 13.5.   Payment Permitted If No Default.

        Nothing contained in this Article XIII or elsewhere in this Indenture
or in any of the Securities shall prevent (a) the Company, at any time except
during the pendency of any Proceeding referred to in Section 13.2 or under the
conditions described in Sections 13.3 and 13.4, from making payments at any time
of principal of (and premium, if any) or interest (including Additional
Interest) on the Securities, or (b) the application by the Trustee of any money
deposited with it hereunder to the payment of or on account of the principal of
(and premium, if any) or interest (including any Additional Interest) on the
Securities or the retention of such payment by the Holders, if, at the time of
such application

                                       54


<PAGE>

by the Trustee, it did not have knowledge that such payment would have been
prohibited by the provisions of this Article XIII.

Section 13.6.  Subrogation to Rights of Holders of Senior and Subordinated Debt.

        Subject to the payment in full of all amounts due or to become due on
all Senior and Subordinated Debt, or the provision for such payment in cash or
cash equivalents or otherwise in a manner satisfactory to the holders of Senior
and Subordinated Debt, the Holders of the Securities shall be subrogated to the
extent of the payments or distributions made to the holders of such Senior and
Subordinated Debt pursuant to the provisions of this Article XIII (equally and
ratably with the holders of all indebtedness of the Company which by its express
terms is subordinated to Senior and Subordinated Debt of the Company to
substantially the same extent as the Securities are subordinated to the Senior
and Subordinated Debt and is entitled to like rights of subrogation by reason of
any payments or distributions made to holders of such Senior and Subordinated
Debt) to the rights of the holders of such Senior and Subordinated Debt to
receive payments and distributions of cash, property and securities applicable
to the Senior and Subordinated Debt until the principal of (and premium, if any)
and interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior and
Subordinated Debt of any cash, property or securities to which the Holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article, and no payments over pursuant to the provisions of this Article
XIII to the holders of Senior and Subordinated Debt by Holders of the Securities
or the Trustee, shall, as among the Company, its creditors other than holders of
Senior and Subordinated Debt, and the Holders of the Securities, be deemed to be
a payment or distribution by the Company to or on account of the Senior and
Subordinated Debt.

Section 13.7.   Provisions Solely to Define Relative Rights.

        The provisions of this Article XIII are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior and Subordinated Debt on the other hand.
Nothing contained in this Article XIII or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as between the Company and the
Holders of the Securities, the obligations of the Company, which are absolute
and unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest (including any Additional Interest) on the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Company of the
Holders of the Securities and creditors of the Company other than their rights
in relation to the holders of Senior and Subordinated Debt; or (c) prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture including, without
limitation, filing and voting claims in any Proceeding, subject to the rights,
if any, under this Article XIII of the holders of Senior and Subordinated Debt
to receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

Section 13.8.   Trustee to Effectuate Subordination.

        Each Holder of a Security by his or her acceptance thereof 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 provided
in this Article XIII and appoints the Trustee his or her attorney-in-fact for
any and all such purposes.

Section 13.9.   No Waiver of Subordination Provisions.

        No right of any present or future holder of any Senior and Subordinated
Debt 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
be otherwise charged with.


                                       55


<PAGE>

         Without in any way limiting the generality of the immediately preceding
aragraph, the holders of Senior and Subordinated Debt may, at any time and from
to time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior and Subordinated Debt, 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, Senior and Subordinated Debt, or otherwise amend or supplement in any
manner Senior and Subordinated Debt or any instrument evidencing the same or any
agreement under which Senior and Subordinated Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior and Subordinated Debt; (iii) release any Person liable
in any manner for the collection of Senior and Subordinated Debt; and (iv)
exercise or refrain from exercising any rights against the Company and any other
Person.

Section 13.10.   Notice to Trustee.

        The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. 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 which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior and Subordinated Debt or from any trustee, agent
or representative therefor; provided, however, that if the Trustee shall not
have received the notice provided for in this Section 13.10 at least two
Business Days prior to the date upon which by the terms hereof any monies may
become payable for any purpose (including, without limitation, the payment of
the principal of (and premium, if any) or interest (including any Additional
Interest) on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
monies and to apply the same to the purpose for which they were received and
shall not be affected by any notice to the contrary which may be received by it
within two Business Days prior to such date.

        Subject to the provisions of Section 6.1, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a holder of Senior and Subordinated Debt (or a trustee therefor)
to establish that such notice has been given by a holder of Senior and
Subordinated Debt (or a trustee therefor). 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 Senior and Subordinated Debt to participate
in any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior and Subordinated Debt 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, 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.

Section 13.11.   Reliance on Judicial Order or Certificate of Liquidating Agent.

        Upon any payment or distribution of assets of the Company referred to
in this Article XIII, the Trustee, subject to the provisions of Section 6.1, and
the Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such Proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution, delivered to the Trustee or to the Holders
of Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior and
Subordinated Debt and other indebtedness of the Company, 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.

                                       56


<PAGE>

Section 13.12.   Trustee Not Fiduciary for Holders of Senior and Subordinated 
                     Debt.

        The Trustee, in its capacity as trustee under this Indenture, shall not
be deemed to owe any fiduciary duty to the holders of Senior and Subordinated
Debt and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to Holders of Securities or to the Company or
to any other Person cash, property or securities to which any holders of Senior
and Subordinated Debt shall be entitled by virtue of this Article or otherwise.

Section 13.13.   Rights of Trustee as Holder of Senior and Subordinated Debt; 
                     Preservation of Trustee's Rights.

        The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XIII with respect to any Senior and
Subordinated Debt which may at any time be held by it, to the same extent as any
other holder of Senior and Subordinated Debt, and nothing in this Indenture
shall deprive the Trustee of any of its rights as such holder.

Section 13.14.   Article Applicable to Paying Agents.

        In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article XIII shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article XIII in addition to or in place of the Trustee.

Section 13.15.   Certain Conversions or Exchanges Deemed Payment.

        For the purposes of this Article XIII only, (a) the issuance and
delivery of junior securities upon conversion or exchange of Securities shall
not be deemed to constitute a payment or distribution on account of the
principal of (or premium, if any) or interest (including any Additional
Interest) on Securities or on account of the purchase or other acquisition of
Securities, and (b) the payment, issuance or delivery of cash, property or
securities (other than junior securities) upon conversion or exchange of a
Security shall be deemed to constitute payment on account of the principal of
such security. For the purposes of this Section 13.15, the term "junior
securities" means (i) shares of any stock of any class of the Company and (ii)
securities of the Company which are subordinated in right of payment to all
Senior and Subordinated Debt which may be outstanding at the time of issuance or
delivery of such securities the same extent as, or to a greater extent than, the
Securities are so subordinated as provided in this Article XIII.

                                     * * * *

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

                                       57


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have cause this Indenture to be
duly executed, and their respective corporate seals to be hereto affixed and
attested, all as of the day and year first above written.

                                       WSFS FINANCIAL CORPORATION



                                       By: _____________________________________
                                       Its:_____________________________________

Attest:

By:__________________________________
   Its:______________________________


                                       WILMINGTON TRUST COMPANY,
                                       as Trustee


                                       By: _____________________________________
                                       Its:_____________________________________

Attest:

By:___________________________________
   Its:_______________________________


                                       58


<PAGE>

STATE OF DELAWARE                   )
                                    ) SS.
COUNTY OF NEW CASTLE                )


         On the _____ day of __________ ___, 1998 before me personally came
_______________ to me known, who, being by me duly sworn, did depose and say
that he is _______________ of WSFS Financial Corporation, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; and that he signed his name thereto by authority of the
Board of Directors of said corporation.


                                             ___________________________________
                                             Notary Public




STATE OF DELAWARE                   )
                                    )  SS.
COUNTY OF NEW CASTLE                )


         On the _____ day of __________ ___, 1998 before me personally came
_______________ to me known, who, being by me duly sworn, did depose and say
that he is _______________ of Wilmington Trust Company, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; and that he signed his name thereto by authority of the Board of Directors
of said corporation.


[SEAL]                                       ___________________________________
                                             Notary Public




                                       59




<PAGE>

                                                                  Exhibit 4.2


                  CERTIFICATE OF TRUST OF WSFS CAPITAL TRUST I


         This Certificate of Trust of WSFS Capital Trust I (the "Trust"), is
being duly executed and filed on behalf of the Trust by the undersigned, as
trustee, to form a business trust under the Delaware Business Trust Act (12 Del.
C. Section 3801, et. seq.).

         1. Name. The name of the business trust is WSFS Capital Trust I.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are
Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
19890-001, Attn: Corporate Trust Administration.

         3. Effective Date. This Certificate of Trust shall be effective upon
filing.

         IN WITNESS WHEREOF, the undersigned, has duly executed this Certificate
of Trust in accordance with Section 3811 (a)(1) of the Act.


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




                                    By: /s/ Donald G. MacKelcan
                                       -----------------------------------
                                       Name:  Donald G. MacKelcan
                                       Title: Assistant Vice President



                                        /s/ Marvin N. Schoenhals
                                       -----------------------------------
                                       Marvin N. Schoenhals, as Trustee



                                        /s/ Mark A. Turner
                                       -----------------------------------
                                       Mark A. Turner, as Trustee


                                        /s/ David J. Martin
                                       -----------------------------------
                                       David J. Martin, as Trustee






<PAGE>

                                                                   Exhibit 4.3


                  CERTIFICATE OF TRUST OF WSFS CAPITAL TRUST II

         This Certificate of Trust of WSFS Capital Trust II (the "Trust"), is
being duly executed and filed on behalf of the Trust by the undersigned, as
trustee, to form a business trust under the Delaware Business Trust Act (12 Del.
C. Section 3801, et. seq.).

         1. Name. The name of the business trust is WSFS Capital Trust II.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are
Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
19890-001, Attn: Corporate Trust Administration.

         3. Effective Date. This Certificate of Trust shall be effective upon
filing.

         IN WITNESS WHEREOF, the undersigned, has duly executed this Certificate
of Trust in accordance with Section 3811 (a)(1) of the Act.


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




                                    By: /s/ Donald G. MacKelcan
                                       -----------------------------------
                                       Name:  Donald G. MacKelcan
                                       Title: Assistant Vice President



                                        /s/ Marvin N. Schoenhals
                                       -----------------------------------
                                       Marvin N. Schoenhals, as Trustee



                                        /s/ Mark A. Turner
                                       -----------------------------------
                                       Mark A. Turner, as Trustee


                                        /s/ David J. Martin
                                       -----------------------------------
                                       David J. Martin, as Trustee












<PAGE>

                                                                   Exhibit 4.4


                                 TRUST AGREEMENT


         This TRUST AGREEMENT, dated as of May 28, 1998 (this "Trust
Agreement"), among (i) WSFS Financial Corporation, a Delaware corporation (the
"Depositor"), (ii) Wilmington Trust Company, a Delaware banking corporation, as
trustee, and (iii)Marvin N. Schoenhals, Mark A. Turner and David J. Martin, each
an individual, as trustee (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 "WSFS
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. 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, consent 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, of the Preferred Securities of the
Trust and possibly certain other securities 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 the New York Stock Exchange or any other national
stock exchange or The Nasdaq National Market (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 Purchase Agreement relating to the Preferred Securities, among the
Trust, the Depositor and the one or more Underwriters 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 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 and all of the foregoing, it being understood that Wilmington Trust
Company 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, hereby constitutes and appoints Marvin N. Schoenhals, Mark A.
Turner and David J. Martin, and each of them, as its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor

<PAGE>

or such Trustee or in the Depositor's or such Trustee's 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 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 two (2) 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 remove without cause any Trustee at any
time. The Trustees may resign upon thirty (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 principles).


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

                                    WSFS FINANCIAL CORPORATION, as Depositor



                                    By: /s/ Marvin N. Schoenhals
                                       ---------------------------------------
                                       Name:  Marvin N. Schoenhals
                                       Title: President


                                    WILMINGTON TRUST COMPANY, as Trustee



                                    By: /s/ Donald G. MacKelcan
                                       ---------------------------------------
                                       Name:  Donald G. MacKelcan
                                       Title: Assistant Vice President

                               
                                     /s/ Marvin N. Schoenhals
                                    ------------------------------------------
                                    Marvin N. Schoenhals, as Trustee



                                     /s/ Mark A. Turner
                                    ------------------------------------------
                                    Mark A. Turner, as Trustee



                                     /s/ David J. Martin
                                    ------------------------------------------
                                    David J. Martin, as Trustee

<PAGE>

                  CERTIFICATE OF TRUST OF WSFS CAPITAL TRUST I

         This Certificate of Trust of WSFS Capital Trust I (the "Trust"), is
being duly executed and filed on behalf of the Trust by the undersigned, as
trustee, to form a business trust under the Delaware Business Trust Act (12 Del.
C. Section 3801, et. seq.).

         1. Name. The name of the business trust is WSFS Capital Trust I.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are
Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
19890-001, Attn: Corporate Trust Administration.

         3. Effective Date. This Certificate of Trust shall be effective upon
filing.

         IN WITNESS WHEREOF, the undersigned, has duly executed this Certificate
of Trust in accordance with Section 3811 (a)(1) of the Act.


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




                                    By: /s/ Donald G. MacKelcan
                                       -----------------------------------
                                       Name:  Donald G. MacKelcan
                                       Title: Assistant Vice President



                                        /s/ Marvin N. Schoenhals
                                       -----------------------------------
                                       Marvin N. Schoenhals, as Trustee



                                        /s/ Mark A. Turner
                                       -----------------------------------
                                       Mark A. Turner, as Trustee


                                        /s/ David J. Martin
                                       -----------------------------------
                                       David J. Martin, as Trustee






<PAGE>

                                                                   Exhibit 4.5


                                 TRUST AGREEMENT


         This TRUST AGREEMENT, dated as of May 28, 1998 (this "Trust
Agreement"), among (i) WSFS Financial Corporation, a Delaware corporation (the
"Depositor"), (ii) Wilmington Trust Company, a Delaware banking corporation, as
trustee, and (iii)Marvin N. Schoenhals, Mark A. Turner and David J. Martin, each
an individual, as trustee (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 "WSFS
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. 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, consent 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, of the Preferred Securities of the
Trust and possibly certain other securities 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 the New York Stock Exchange or any other national
stock exchange or The Nasdaq National Market (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 Purchase Agreement relating to the Preferred Securities, among the
Trust, the Depositor and the one or more Underwriters 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 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 and all of the foregoing, it being understood that Wilmington Trust
Company 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, hereby constitutes and appoints Marvin N. Schoenhals, Mark A.
Turner and David J. Martin, and each of them, as its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor

<PAGE>

or such Trustee or in the Depositor's or such Trustee's 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 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 two (2) 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 remove without cause any Trustee at any
time. The Trustees may resign upon thirty (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 principles).

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

                                    WSFS FINANCIAL CORPORATION, as Depositor



                                    By: /s/ Marvin N. Schoenhals
                                       ---------------------------------------
                                       Name:  Marvin N. Schoenhals
                                       Title: President


                                    WILMINGTON TRUST COMPANY, as Trustee



                                    By: /s/ Donald G. MacKelcan
                                       ---------------------------------------
                                       Name:  Donald G. MacKelcan
                                       Title: Assistant Vice President


                                     /s/ Marvin N. Schoenhals
                                    ------------------------------------------
                                    Marvin N. Schoenhals, as Trustee



                                     /s/ Mark A. Turner
                                    ------------------------------------------
                                    Mark A. Turner, as Trustee



                                     /s/ David J. Martin
                                    ------------------------------------------
                                    David J. Martin, as Trustee

<PAGE>

                  CERTIFICATE OF TRUST OF WSFS CAPITAL TRUST II

         This Certificate of Trust of WSFS Capital Trust II (the "Trust"), is
being duly executed and filed on behalf of the Trust by the undersigned, as
trustee, to form a business trust under the Delaware Business Trust Act (12 Del.
C. Section 3801, et. seq.).

         1. Name. The name of the business trust is WSFS Capital Trust II.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are
Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware
19890-001, Attn: Corporate Trust Administration.

         3. Effective Date. This Certificate of Trust shall be effective upon
filing.

         IN WITNESS WHEREOF, the undersigned, has duly executed this Certificate
of Trust in accordance with Section 3811 (a)(1) of the Act.


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




                                    By: /s/ Donald G. MacKelcan
                                       -----------------------------------
                                       Name:  Donald G. MacKelcan
                                       Title: Assistant Vice President



                                        /s/ Marvin N. Schoenhals
                                       -----------------------------------
                                       Marvin N. Schoenhals, as Trustee



                                        /s/ Mark A. Turner
                                       -----------------------------------
                                       Mark A. Turner, as Trustee


                                        /s/ David J. Martin
                                       -----------------------------------
                                       David J. Martin, as Trustee









<PAGE>
================================================================================

                              AMENDED AND RESTATED


                                 TRUST AGREEMENT


                                      among


                    WSFS FINANCIAL CORPORATION, as Depositor,


                            WILMINGTON TRUST COMPANY,
                              as Property Trustee,


                            WILMINGTON TRUST COMPANY,
                              as Delaware Trustee,


                                       and


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                        Dated as of __________ ___, 1998


                                 [NAME OF TRUST]



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





<PAGE>



                                 [NAME OF TRUST]

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

<TABLE>
<CAPTION>

     Trust Indenture                                                          Indenture
       Act Section                                                             Section
     ---------------                                                          ---------
<S>                                                                               <C>   
(Section) 310 (a)(1)............................................................  8.7
              (a)(2) ...........................................................  8.7
              (a)(3)............................................................  8.9
              (a)(4)............................................................  2.7(a)(ii)
              (b)...............................................................  8.8
(Section) 311 (a)...............................................................  8.13
              (b)...............................................................  8.13
(Section) 312 (a)...............................................................  5.7
              (b)...............................................................  5.7
              (c)...............................................................  5.7
(Section) 313 (a)...............................................................  8.14(a)
              (a)(4)............................................................  8.14(b)
              (b)...............................................................  8.14(b)
              (c)...............................................................  10.8
              (d)...............................................................  8.14(c)
(Section) 314 (a)...............................................................  8.15
              (b)...............................................................  Not Applicable
              (c)(1)............................................................  8.16
              (c)(2)............................................................  8.16
              (c)(3)............................................................  Not Applicable
              (d)...............................................................  Not Applicable
              (e)...............................................................  1.1, 8.16
(Section) 315 (a)...............................................................  8.1(a), 8.3(a)
              (b)...............................................................  8.2, 10.8
              (c)...............................................................  8.1(a)
              (d)...............................................................  8.1, 8.3
              (e)...............................................................  Not Applicable
(Section) 316 (a)...............................................................  Not Applicable
              (a)(1)(A).........................................................  Not Applicable
              (a)(1)(B).........................................................  Not Applicable
              (a)(2)............................................................  Not Applicable
              (b)...............................................................  5.14
              (c)...............................................................  6.7
(Section) 317 (a)(1)............................................................  Not Applicable
              (a)(2)............................................................  Not Applicable
              (b)...............................................................  5.9
(Section) 318 (a)...............................................................  10.10

</TABLE>

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




<PAGE>



                                                 TABLE OF CONTENTS


                                                     ARTICLE I

<TABLE>
<S>        <C>                       <C>                                                                         <C> 
DEFINED TERMS.....................................................................................................1
         Section 1.1.               Definitions. .................................................................1


                                                    ARTICLE II

ESTABLISHMENT OF THE TRUST........................................................................................9
         Section 2.1.               Name..........................................................................9
         Section 2.2.               Office of the Delaware Trustee; Principal Place
 of Business. .................9
         Section 2.3.               Initial Contribution of Trust Property; Organizational Expenses...............9
         Section 2.4.               Issuance of the Preferred Securities..........................................9
         Section 2.5.               Issuance of the Common Securities; Subscription and Purchase of Debentures....9
         Section 2.6.               Declaration of Trust.........................................................10
         Section 2.7.               Authorization to Enter into Certain Transactions ............................10
         Section 2.8.               Assets of Trust..............................................................13
         Section 2.9.               Title to Trust Property......................................................13


                                                    ARTICLE III

PAYMENT ACCOUNT..................................................................................................13
         Section 3.1.               Payment Account..............................................................13


                                                    ARTICLE IV

DISTRIBUTIONS; REDEMPTION........................................................................................13
         Section 4.1.               Distributions................................................................13
         Section 4.2.               Redemption...................................................................14
         Section 4.3.               Subordination of Common Securities...........................................16
         Section 4.4.               Payment Procedures...........................................................16
         Section 4.5.               Tax Returns and Reports......................................................16
         Section 4.6.               Payment of Taxes, Duties, Etc. of the Trust..................................17
         Section 4.7.               Payments under Indenture or pursuant to Direct Actions.......................17


                                                     ARTICLE V

TRUST SECURITIES CERTIFICATES....................................................................................17
         Section 5.1.               Initial Ownership............................................................17
         Section 5.2.               The Trust Securities Certificates............................................17
         Section 5.3.               Execution and Delivery of Trust Securities Certificates......................17
         Section 5.4.               Registration of Transfer and Exchange of Preferred Securities Certificates...17
         Section 5.5.               Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates...........18
         Section 5.6.               Persons Deemed Securityholders ..............................................18
         Section 5.7.               Access to List of Securityholders' Names and Addresses. .....................19
         Section 5.8.               Maintenance of Office or Agency. ............................................19
         Section 5.9.               Appointment of Paying Agent..................................................19
</TABLE>


                                                        -i-


<PAGE>



<TABLE>
<S>      <C>                        <C>                                                                          <C>
         Section 5.10.              Ownership of Common Securities by Depositor..................................19
         Section 5.11.              Book-Entry Preferred Securities Certificates; Common
                                    Securities Certificate.......................................................20
         Section 5.12.              Notices to Clearing Agency...................................................20
         Section 5.13.              Definitive Preferred Securities Certificates.................................20
         Section 5.14.              Rights of Securityholders....................................................21


                                                    ARTICLE VI

ACTS OF SECURITYHOLDERS; MEETINGS; VOTING........................................................................22
         Section 6.1.               Limitations on Voting Rights.................................................22
         Section 6.2.               Notice of Meetings...........................................................23
         Section 6.3.               Meetings of Preferred Securityholders........................................23
         Section 6.4.               Voting Rights................................................................24
         Section 6.5.               Proxies, etc.................................................................24
         Section 6.6.               Securityholder Action by Written Consent.....................................24
         Section 6.7.               Record Date for Voting and Other Purposes....................................24
         Section 6.8.               Acts of Securityholders......................................................24
         Section 6.9.               Inspection of Records........................................................25


                                                    ARTICLE VII

REPRESENTATIONS AND WARRANTIES...................................................................................25
         Section 7.1.               Representations and Warranties of the Property Trustee and the Delaware
                                      Trustee ...................................................................25
         Section 7.2.               Representations and Warranties of Depositor..................................26


                                                   ARTICLE VIII

THE TRUSTEES.....................................................................................................27
         Section 8.1.               Certain Duties and Responsibilities..........................................27
         Section 8.2.               Certain Notices..............................................................28
         Section 8.3.               Certain Rights of Property Trustee...........................................28
         Section 8.4.               Not Responsible for Recitals or Issuance of Securities.......................30
         Section 8.5.               May Hold Securities..........................................................30
         Section 8.6.               Compensation; Indemnity; Fees................................................30
         Section 8.7.               Corporate Property Trustee Required; Eligibility of Trustees.................31
         Section 8.8.               Conflicting Interests........................................................31
         Section 8.9.               Co-Trustees and Separate Trustee.............................................31
         Section 8.10.              Resignation and Removal; Appointment of Successor............................32
         Section 8.11.              Acceptance of Appointment by Successor.......................................33
         Section 8.12.              Merger, Conversion, Consolidation or Succession to Business..................34
         Section 8.13.              Preferential Collection of Claims Against Depositor or Trust.................34
         Section 8.14.              Reports by Property Trustee..................................................35
         Section 8.15.              Reports to the Property Trustee..............................................35
         Section 8.16.              Evidence of Compliance with Conditions Precedent.............................35
         Section 8.17.              Number of Trustees...........................................................36
         Section 8.18.              Delegation of Power..........................................................36
</TABLE>





                                                       -ii-


<PAGE>


<TABLE>
<S>      <C>                          <C>                                                                        <C>

                                                    ARTICLE IX

TERMINATION, LIQUIDATION AND MERGER..............................................................................36
         Section 9.1.               Termination Upon Expiration Date.............................................36
         Section 9.2.               Early Termination............................................................36
         Section 9.3.               Termination..................................................................37
         Section 9.4.               Liquidation..................................................................37
         Section 9.5.               Mergers, Consolidations, Amalgamations or Replacements of the Trust..........38


                                                     ARTICLE X

MISCELLANEOUS PROVISIONS.........................................................................................39
         Section 10.1.              Limitation of Rights of Securityholders......................................39
         Section 10.2.              Amendment....................................................................39
         Section 10.3.              Separability.................................................................40
         Section 10.4.              Governing Law................................................................40
         Section 10.5.              Payments Due on Non-Business Day.............................................40
         Section 10.6.              Successors...................................................................40
         Section 10.7.              Headings.....................................................................40
         Section 10.8.              Reports, Notices and Demands.................................................41
         Section 10.9.              Agreement Not to Petition....................................................41
         Section 10.10.             Trust Indenture Act; Conflict with Trust Indenture Act.......................41
         Section 10.11.             Counterparts.................................................................42
         Section 10.12.             Acceptance of Terms of Trust Agreement, Guarantee and Indenture..............42
</TABLE>



EXHIBIT A         Certificate of Trust
EXHIBIT B         Certificate Depository Agreement
EXHIBIT C         Common Securities Certificates
EXHIBIT D         Expense Agreement
EXHIBIT E         Preferred Securities Certificate



                                      -iii-


<PAGE>



         AMENDED AND RESTATED TRUST AGREEMENT, dated as of __________ ___, 1998,
among (i) WSFS Financial Corporation, a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) Wilmington Trust Company, a
Delawaare banking corporation, as property trustee, (in each such capacity, the
"Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Bank"), (iii) Wilmington Trust Company, a
Delaware banking corporation, as Delaware trustee (the "Delaware Trustee"), (iv)
_______________, an individual, _______________, an individual, and
_______________, an individual, each of whose address is c/o WSFS Financial
Corporation, 838 Market Street, Wilmington, Delaware 19899 (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.


                                   WITNESSETH

         Whereas, the Depositor, the Property Trustee and the Delaware Trustee
have heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by the entering into that certain Trust Agreement,
dated as of May 28, 1998 (the "Original Trust Agreement"), and by the execution
and filing by the Administrative Trustee and the Delaware Trustee with the
Secretary of State of the State of Delaware of the Certificate of Trust, filed
on May 28, 1998, attached as Exhibit A; and

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

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


                                    ARTICLE I

                                  DEFINED TERMS

Section 1.1.   Definitions.

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

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

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

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



                                        1


<PAGE>



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

         "Act" has the meaning specified in Section 6.8.

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

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

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

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

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

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

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

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

         "Bankruptcy Law" means any Federal or state bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code).

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



                                        2


<PAGE>



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

         ["Calculation Agent" means _____________________.]

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

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

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

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

         "Closing Date" means __________ ___, 1998.

         "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 $1,000 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

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

         "Corporate Trust Office" means (i) when used with respect to the
Property Trustee, the principal office of the Property Trustee located in
Wilmington, Delaware, and (ii) when used with respect to the Debenture Trustee,
the principal office of the Debenture Trustee located in Wilmington, Delaware.

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

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

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

         "Debentures" means the aggregate principal amount of the Depositor's
[____%] [Floating Rate] Junior Subordinated Deferrable Interest Debentures
issued pursuant to the Indenture.



                                        3


<PAGE>



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

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

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

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

         ["Determination Date" for a Distribution Period is two London Banking
Days preceding the first day of such Distribution Period.]

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

         ["Distribution Period" with respect to a Trust Preferred Security is
each successive period from and including a Distribution Date (or _________,
1998 in the case of the initial Distribution Period) to but excluding the next
Distribution Date or the Stated Maturity, as the case may be; provided however,
if such Distribution Date would not be a Business Day, then such Distribution
Date and the first day of the next succeeding Distribution Period will be the
next succeeding Business Day, except that if such Business Day is in the next
succeeding calendar month, such Distribution Date and the first day of the next
succeeding Distribution Period will be the immediately preceding Business Day.]

         ["Distribution Rate" has the meaning specified in Section 4.1.]

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

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

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

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

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

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


                                        4


<PAGE>



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

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

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

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

         "Guarantee" means the Guarantee Agreement extended by the Depositor
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.

         "Guarantee Agreement" means the Guarantee Agreement dated __________
___, 1998 between the Depositor, as Guarantor, and Wilmington Trust Company, as
trustee, evidencing the Guarantee.

         "Indenture" means the Junior Subordinated Indenture, dated as of
__________ ___, 1998, between the Depositor and the Debenture Trustee, as
trustee, as amended or supplemented from time to time.

         ["LIBOR" means, with respect to a Determination Date, the rate
(expressed as a percentage per annum) for deposits in U.S. dollars for a
three-month period commencing on the second London Banking Day immediately
following that Determination Date that appears on Telerate Page 3750 as of 11:00
a.m. (London time) on that Determination Date. If such rate does not appear on
Telerate Page 3750 on such Determination Date, LIBOR will be the arithmetic mean
of the rates at which deposits in U.S. dollars for a three-month period
commencing on the second London Banking Day immediately following that
Determination Date and in a principal amount equal to an amount of not less than
U.S. $1 million that is representative for a single transaction in such market
at such time, are offered to prime banks in the London interbank market by four
major banks in the London interbank market selected by the Calculation Agent,
after consultation with the Depositor, at approximately 11:00 a.m., London time,
on that Determination Date; provided however, if fewer than two quotations are
provided, LIBOR in respect of that Determination Date will be the arithmetic
mean of the rates quoted by three major money center banks in The City of New
York selected by the Calculation Agent (after consultation with the Depositor)
at approximately 11:00 a.m., New York City time, on that Determination Date for
loans in U.S. dollars to leading European banks for a three-month period
commencing on the second London Banking Day immediately following that
Determination Date and in a principal amount equal to an amount of not less than
U.S. $1 million that is representative for a single transaction in such market
at such time; provided, however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, LIBOR for the
applicable period will be the same as LIBOR as determined on the previous
Determination Date.]

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

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



                                        5


<PAGE>



         "Liquidation Amount" means the stated amount of $1,000 per Trust
Security.

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

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

         ["London Banking Day" means a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.]

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

         "Officers' Certificate" means a certificate signed by the Chairman and
Chief Executive Officer, President or a Vice President, and by the Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Controller, the Secretary or an
Assistant Secretary, of the Depositor, and delivered to the appropriate Trustee.
One of the officers signing an Officers' Certificate given pursuant to Section
8.16 shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided 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.

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

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

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

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

                  (c) Trust Securities which have been paid or in exchange for
         or in lieu of which other Preferred Securities have been executed and
         delivered pursuant to Sections 5.4, 5.5, 5.11 and 5.13;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be


                                        6


<PAGE>



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 that the pledgee is not the Depositor
or any Affiliate of the Depositor.

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

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

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

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

         "Preferred Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $1,000 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

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

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

         "Purchase Agreement" means the Purchase Agreement, dated as of
__________ ___, 1998, among the Trust, the Depositor and the underwriters named
therein.

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

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

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

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


                                        7


<PAGE>



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

         ["Telerate Page 3750" means the display designated as "Page 3750" on
the Dow Jones Telerate Service (or such other page as may replace Page 3750 on
that service or such other service or services as may be nominated by the
British Bankers' Association as the information vendor for the purpose of
displaying London interbank offered rates for U.S. dollars deposits).]

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

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

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

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

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

         "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.


                                        8


<PAGE>



                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

Section 2.1.   Name.

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

Section 2.2.   Office of the Delaware Trustee; Principal Place of Business.

         The address of the Delaware Trustee in the State of Delaware is c/o
Wilmington Trust Company, Rodney Square North 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration, or such
other address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Depositor. The principal executive
office of the Trust is c/o WSFS Financial Corporation, 838 Market Street,
Wilmington, Delaware 19899.

Section 2.3.   Initial Contribution of Trust Property; Organizational Expenses.

         The Property Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Trust Agreement of the sum of $10, 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
pursuant to the Expense Agreement. The Depositor shall make no claim upon the
Trust Property for the payment of such expenses.

Section 2.4.    Issuance of the Preferred Securities.

         On __________ ___, 1998 the Depositor, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the Purchase
Agreement. Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Underwriters named in the
Purchase Agreement Preferred Securities Certificates, registered in the name of
the nominee of the initial Clearing Agency, in an aggregate amount of _________
Preferred Securities having an aggregate Liquidation Amount of $__________,
against receipt of such aggregate purchase price of such Preferred Securities of
$__________, which amount the Administrative Trustee shall promptly deliver to
the Property Trustee.

Section 2.5.   Issuance of the Common Securities; Subscription and Purchase of
               Debentures.

         Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
______ Common Securities having an aggregate Liquidation Amount of $_________
against payment by the Depositor of such amount, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe to and purchase from the Depositor Debentures, registered in the
name of the Trust and having an aggregate principal amount equal to $__________,
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
$__________ being the sum of the amounts delivered to the Property Trustee
pursuant to (i) the second sentence of Section 2.4 and (ii) the first sentence
of this Section 2.5).



                                        9


<PAGE>



Section 2.6.   Declaration of Trust.

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

Section 2.7.   Authorization to Enter into Certain Transactions.

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

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

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

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

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

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

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


                                       10


<PAGE>



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

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

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

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

                           (A) the establishment of the Payment Account;

                           (B) the receipt of the Debentures;

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

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

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

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

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

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

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


                                       11


<PAGE>



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

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

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

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

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

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

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

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

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

         (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be deemed to be an "investment
company" required to be registered under the 1940 Act, or fail to be classified
as a grantor trust for United States Federal income tax purposes and so that the
Debentures will be treated as indebtedness of the Depositor


                                       12


<PAGE>



for United States Federal income tax purposes. In this connection, the Depositor
and the Administrative Trustees are authorized to take any action, not
inconsistent with applicable law, the Certificate of Trust or this Trust
Agreement, that each of the Depositor and any Administrative Trustee determines
in its discretion to be necessary or desirable for such purposes, as long as
such action does not adversely affect in any material respect the interests of
the holders of the Preferred Securities.

Section 2.8.   Assets of Trust.

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

Section 2.9.   Title to Trust Property.

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


                                   ARTICLE III

                                 PAYMENT ACCOUNT

Section 3.1.   Payment Account.

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

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


                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

Section 4.1.   Distributions.

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

                  (i) Distributions on the Trust Securities shall be cumulative,
         and will accumulate whether or not there are funds of the Trust
         available for the payment of Distributions. Distributions shall accrue
         from __________ ___, 1998, and, except in the event (and to the extent)
         that the Depositor exercises its right to defer the payment of interest
         on the Debentures pursuant to the Indenture, shall be payable quarterly
         in arrears on March __, June __, September __ and December


                                       13


<PAGE>



         __ of each year, commencing on __________ ___, 1998. 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, payment of
         such Distribution shall be made on the immediately preceding Business
         Day, 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").

                  (ii) Assuming payments of interest on the Debentures are made
         when due (and before giving effect to Additional Amounts, if
         applicable), Distributions on the Trust Securities shall be payable at
         a rate per annum [of ___%] [rest quarterly equal to 3-month LIBOR plus
         ___%] of the Liquidation Amount of the Trust Securities. [The
         Distribution Rate on the Trust Preferred Securities for any
         Distribution Period will be effective as of the first day of such
         Distribution Period. The Distribution Rate on the Trust Preferred
         Securities for each Distribution Period will be determined on the
         Determination Date for such Distribution Period and be a per annum rate
         equal to 3-month U.S. dollar LIBOR plus ___%.] The amount of
         Distributions payable for any full period shall be computed on the
         basis of a 360-day year of twelve 30-day months. The amount of
         Distributions for any partial period shall be computed on the basis of
         the number of days elapsed in a 360-day year of twelve 30-day months.
         The amount of Distributions payable for any period shall include the
         Additional Amounts, if any.

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

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

Section 4.2.   Redemption.

         (a) On each Debenture Redemption Date and on the stated maturity of the
Debentures, the Trust will be required to redeem, subject to Section 4.3, a Like
Amount of Trust Securities at the Redemption Price.

         (b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Security Register. All notices of
redemption shall state:

                  (i)   the Redemption Date;

                  (ii)  the Redemption Price;

                  (iii) the CUSIP number;

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



                                       14


<PAGE>



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

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

         (d) If the Property Trustee gives a notice of redemption in respect of
any Preferred Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 4.2(c), with respect to Preferred Securities
held in book-entry form, the Property Trustee will irrevocably deposit with the
Clearing Agency for the Preferred Securities funds sufficient to pay the
applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the holders thereof.
With respect to Preferred Securities held in certificated form, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders thereof upon surrender of their Preferred Securities
Certificates. Notwithstanding the foregoing, Distributions payable on or prior
to the Redemption Date for any Trust Securities called for redemption shall be
payable to the Holders of such Trust Securities as they appear on the Register
for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of
Securityholders holding Trust Securities so called for redemption will cease,
except the right of such Securityholders to receive the Redemption Price and any
Distribution payable on or prior to the Redemption Date, but without interest,
and such Securities will cease to be outstanding. In the event that any date on
which any Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date. In the event
that payment of the Redemption Price in respect of any Trust Securities called
for redemption is improperly withheld or refused and not paid either by the
Trust or by the Depositor pursuant to the Guarantee, Distributions on such Trust
Securities will continue to accrue, at the then applicable rate, from the
Redemption Date originally established by the Trust for such Trust Securities to
the date such Redemption Price is actually paid, in which case the actual
payment date will be the date fixed for redemption for purposes of calculating
the Redemption Price.

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

         (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected on a pro rata basis (based upon Liquidation Amounts) not more
than 60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption, by such
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to $1,000 or an integral multiple of $1,000 in excess
thereof) of the Liquidation Amount of Preferred Securities of a denomination
larger than $1,000. The Property Trustee shall promptly notify the Security
Registrar in writing of the Preferred Securities selected for redemption and, in
the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the


                                       15


<PAGE>



context otherwise requires, all provisions relating to the redemption of
Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities that has been or is to be redeemed.

Section 4.3.   Subordination of Common Securities.

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

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

Section 4.4.   Payment Procedures.

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

Section 4.5.   Tax Returns and Reports.

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



                                       16


<PAGE>



Section 4.6.   Payment of Taxes, Duties, Etc. of the Trust.

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

Section 4.7.   Payments under Indenture or Pursuant to Direct Actions.

         Notwithstanding any payments made to any Holder of Preferred Securities
(and any Owner with respect thereto), pursuant to Section 5.8 of the Indenture
or Section 5.14 of this Trust Agreement, the Depositor shall remain obligated to
pay principal of or interest on Debentures and the Depositor shall be subrogated
to the rights of the Holder (and Owner) of such Preferred Securities with
respect to payments on the Preferred Securities to the extent of any payments
made by the Depositor to such Holder (and Owner) pursuant to either of such
Sections.


                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

Section 5.1.   Initial Ownership.

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

Section 5.2.   The Trust Securities Certificates.

         The Preferred Securities Certificates shall be issued in minimum
denominations of $1,000 Liquidation Amount and integral multiples of $1,000 in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $1,000 Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by manual
signature of at least one Administrative Trustee. Trust Securities Certificates
bearing the manual signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Trust,
shall be validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

Section 5.3.   Execution and Delivery of Trust Securities Certificates.

         At the 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 and delivered to or
upon the written order of the Depositor, signed by its chairman of the board,
its president, any executive vice president or any vice president, treasurer or
assistant treasurer or controller without further corporate action by the
Depositor, in authorized denominations.

Section 5.4.   Registration of Transfer and Exchange of Preferred Securities
               Certificates.

         The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of


                                       17


<PAGE>



Preferred Securities Certificates (the "Securities Register") in which, the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Depositor shall be the initial
Securities Registrar.

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

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

         Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and the
Securities Registrar duly executed by the Holder or his attorney duly authorized
in writing. Each Preferred Securities Certificate surrendered for registration
of transfer or exchange shall be canceled and subsequently disposed of by an
Administrative Trustee in accordance with such Person's customary practice.

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

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

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

Section 5.6.   Persons Deemed Securityholders.

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



                                       18


<PAGE>



Section 5.7.   Access to List of Securityholders' Names and Addresses.

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

Section 5.8.   Maintenance of Office or Agency.

         The Administrative Trustees shall maintain an office or offices or
agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustees in respect of the Trust Securities Certificates may be served.
The Administrative Trustees initially designate WSFS Financial Corporation, 838
Market Street, Wilmington, Delaware 19899 Attn: _______________, as its
principal corporate trust office for such purposes. The Administrative Trustees
shall give prompt written notice to the Depositor and to the Securityholders of
any change in the location of the Securities Register or any such office or
agency.

Section 5.9.   Appointment of Paying Agent.

         The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Bank, and any co-paying agent chosen by the Bank, and
acceptable to the Administrative Trustees and the Depositor. Any Person acting
as Paying Agent shall be permitted to resign as Paying Agent upon 30 days'
written notice to the Administrative Trustees, the Property Trustee and the
Depositor. In the event that the Bank shall no longer be the Paying Agent or a
successor Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor that is acceptable to the
Property Trustee and the Depositor to act as Paying Agent (which shall be a bank
or trust company). The Administrative Trustees shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in its role as
Paying Agent, for so long as the Bank shall act as Paying Agent and, to the
extent applicable, to any other paying agent appointed hereunder. Any reference
in this Agreement to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

Section 5.10.   Ownership of Common Securities by Depositor.

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



                                       19


<PAGE>



Section 5.11.   Book-Entry Preferred Securities Certificates; Common Securities
                Certificate.

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

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

                  (ii) the Securities Registrar and the Trustees shall be
         entitled to deal with the Clearing Agency for all purposes of this
         Trust Agreement relating to the Book-Entry Preferred Securities
         Certificates (including the payment of the Liquidation Amount of and
         Distributions on the Preferred Securities evidenced by Book-Entry
         Preferred Securities Certificates and the giving of instructions or
         directions to Owners of Preferred Securities evidenced by Book-Entry
         Preferred Securities Certificates) as the sole Holder of Preferred
         Securities evidenced by Book-Entry Preferred Securities Certificates
         and shall have no obligations to the Owners thereof;

                  (iii) to the extent that the provisions of this Section 5.11
         conflict with any other provisions of this Trust Agreement, the
         provisions of this Section 5.11 shall control; and

                  (iv) the rights of the Owners of the Book-Entry Preferred
         Securities Certificates shall be exercised only through the Clearing
         Agency and shall be limited to those established by law and agreements
         between such Owners and the Clearing Agency and/or the Clearing Agency
         Participants. Pursuant to the Certificate Depository Agreement, unless
         and until Definitive Preferred Securities Certificates are issued
         pursuant to Section 5.13, the initial Clearing Agency will make
         book-entry transfers among the Clearing Agency Participants and receive
         and transmit payments on the Preferred Securities to such Clearing
         Agency Participants.

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

Section 5.12.   Notices to Clearing Agency.

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

Section 5.13.   Definitive Preferred Securities Certificates.

         If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Preferred Securities Certificates, and the Depositor is
unable to locate a qualified successor, (b) the Depositor at its option advises
the Trustees in writing that it elects to terminate the book-entry system
through the Clearing Agency or (c) after the occurrence of a Debenture Event of
Default, Owners of Preferred Securities Certificates representing beneficial
interests aggregating at least a majority of the Liquidation Amount advise the
Administrative Trustees in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interest of the Owners of
Preferred Securities Certificates, then the Administrative Trustee shall notify
the Clearing Agency and the Clearing Agency shall notify all Owners of Preferred


                                       20


<PAGE>



Securities Certificates and the other Trustees of the occurrence of any such
event and of the availability of the Definitive Preferred Securities
Certificates to Owners of such class or classes, as applicable, requesting the
same. Upon surrender to the Administrative Trustees of the typewritten Preferred
Securities Certificate or Certificates representing the Book Entry Preferred
Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Clearing Agency. Neither the Securities Registrar nor the Trustees shall
be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Preferred Securities Certificates, the Trustees shall
recognize the Holders of the Definitive Preferred Securities Certificates as
Securityholders. The Definitive Preferred Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.

Section 5.14.   Rights of Securityholders.

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

         (b) 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.

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

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

                           (A) all overdue installments of interest (including
                  any Additional Interest (as defined in the Indenture)) on all
                  of the Debentures,

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

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


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<PAGE>



                  advances of the Debenture Trustee and the Property Trustee,
                  their agents and counsel; and

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

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

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

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


                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

Section 6.1.   Limitations on Voting Rights.

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


                                       22


<PAGE>



         (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is waivable under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable or (iv) consent to
any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a majority in Liquidation Amount of all
Outstanding Preferred Securities, provided, however, that where a consent under
the Indenture would require the consent of each Holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior written consent of each Holder of Preferred Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of Preferred Securities, except by a subsequent vote of the Holders of Preferred
Securities. The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of default received from the Debenture Trustee with
respect to the Debentures. In addition to obtaining the foregoing approvals of
the Holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Trustees shall, at the expense of the Depositor, obtain an opinion
of its tax advisors to the effect that such action shall not cause the Trust to
fail to be classified as a grantor trust for United States Federal income tax
purposes.

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

Section 6.2.   Notice of Meetings.

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

Section 6.3.   Meetings of Preferred Securityholders.

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

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

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


                                       23


<PAGE>



Section 6.4.   Voting Rights.

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

Section 6.5.   Proxies, etc.

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

Section 6.6.   Securityholder Action by Written Consent.

         Any action which may be taken by Securityholders at a meeting may be
taken without a meeting if Securityholders holding more than a majority of all
Outstanding Trust Securities (based upon their 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.

Section 6.7.   Record Date for Voting and Other Purposes.

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

Section 6.8.   Acts of Securityholders.

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

         The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such


                                       24


<PAGE>



certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

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

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

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

         If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee, pursuant to Section 8.3(b) hereof, shall be conclusive with
respect to such matter.

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

Section 6.9.   Inspection of Records.

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

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

Section 7.1.   Representations and Warranties of the Property Trustee and the
               Delaware Trustee.

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

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

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

         (c) the Delaware Trustee is a Delaware corporation duly organized,
validly existing and in good standing in the State of Delaware;


                                       25


<PAGE>



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

         (e) this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and the Delaware Trustee and constitutes the
valid and legally binding agreement of each of the Property Trustee and the
Delaware Trustee enforceable against each of them 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;

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

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

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

Section 7.2.   Representations and Warranties of Depositor.

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

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

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




                                       26


<PAGE>



                                  ARTICLE VIII

                                  THE TRUSTEES

Section 8.1.   Certain Duties and Responsibilities.

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

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

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

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

                  (ii) the Property Trustee shall not be liable with respect to
         any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of 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;


                                       27


<PAGE>

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

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

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

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

Section 8.2.   Certain Notices.

         Within five Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.8, notice of such Event of Default to the Securityholders, the Administrative
Trustees and the Depositor, unless such Event of Default shall have been cured
or waived.

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

Section 8.3.   Certain Rights of Property Trustee.

         Subject to the provisions of Section 8.1:

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

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



                                       28


<PAGE>



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

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

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

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

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

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

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

         (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; and.

         (l) the Property Trustee shall not be required to give any bond or
surety in respect of the performance of its powers and duties hereunder.

         No provision of this Trust Agreement shall be deemed to impose any duty
or obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in


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<PAGE>



accordance with applicable law, to perform any such act or acts, or to exercise
any such right, power, duty or obligation. No permissive power or authority
available to the Property Trustee shall be construed to be a duty.

Section 8.4.   Not Responsible for Recitals or Issuance of Securities.

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

Section 8.5.   May Hold Securities.

         Except as provided in the definition of the term "Outstanding" in
Article I, 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, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

Section 8.6.   Compensation; Indemnity; Fees.

         The Depositor agrees:

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

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

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

         The provisions of this Section 8.6 shall survive the termination of
this Trust Agreement.

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

         The Depositor and any Trustee may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Trust Securities shall have no rights by virtue of this Trust
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Trust, shall not be deemed wrongful or improper. Neither the
Depositor, nor any Trustee, shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that,


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<PAGE>



if presented to the Trust, could be taken by the Trust, and the Depositor or any
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Trustee may engage or be interested in any financial
or other transaction with the Depositor or any Affiliate of the Depositor, or
may act as depository for, trustee or agent for, or act on any committee or body
of holders of, securities or other obligations of the Depositor or its
Affiliates.

Section 8.7.   Corporate Property Trustee Required; Eligibility of Trustees.

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

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

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

Section 8.8.   Conflicting Interests.

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

Section 8.9.   Co-Trustees and Separate Trustee.

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



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<PAGE>



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

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

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

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

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

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

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

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

Section 8.10.   Resignation and Removal; Appointment of Successor.

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

         Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time by giving written notice thereof to the 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 Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

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


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<PAGE>



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.

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

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

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

Section 8.11.   Acceptance of Appointment by Successor.

         In case of the appointment hereunder of a successor Trustee such
successor Trustee so appointed shall execute, acknowledge and deliver to the
Trust 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 Depositor 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 if the Property Trustee is the
resigning Trustee shall duly assign, transfer and deliver to the successor
Trustee all property and money held by such retiring Property Trustee hereunder.

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


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<PAGE>



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

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

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

Section 8.12.   Merger, Conversion, Consolidation or Succession to Business.

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

Section 8.13.   Preferential Collection of Claims Against Depositor or Trust.

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

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

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

         Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or compensation affecting


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<PAGE>



the Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding; provided however, that the Trustee may on behalf of the Holders vote
for the election of a trustee in bankruptcy or similar official and may be a
member of the creditors' committee.

Section 8.14.   Reports by Property Trustee.

         (a) Not later than March 31 of each year commencing with March 31,
1999, the Property Trustee shall transmit to all Securityholders in accordance
with Section 10.8, and to the Depositor, a brief report dated as of the
immediately preceding December 31 with respect to:

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

                  (ii) a statement that the Property Trustee has complied with
         all of its obligations under this Trust Agreement during the
         twelve-month period (or, in the case of the initial report, the period
         since the Closing Date) ending with such December 31 or, if the
         Property Trustee has not complied in any material respect with such
         obligations, a description of such noncompliance; and

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

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

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

Section 8.15.   Reports to the Property Trustee.

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

Section 8.16.   Evidence of Compliance with Conditions Precedent.

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



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<PAGE>



Section 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.

Section 8.18.   Delegation of Power.

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

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


                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

Section 9.1.   Termination Upon Expiration Date.

         Unless earlier dissolved, the Trust shall automatically dissolve on
December 31, 20__ (the "Expiration Date"), following the distribution of the
Trust Property in accordance with Section 9.4.

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



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<PAGE>



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

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

Section 9.3.   Termination.

         The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; (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 with the
Delaware Secretary of State pursuant to Section 3810 of the Delaware Business
Trust Act by the Property Trustee.

Section 9.4.   Liquidation.

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

                  (i)  state the Liquidation Date;

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

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

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

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


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<PAGE>



Holders of Debentures represented by such Certificates) and (v) all rights of
Securityholders holding Trust Securities will cease, except the right of such
Securityholders to receive a Like Amount of Debentures upon surrender of Trust
Securities Certificates.

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

Section 9.5.   Mergers, Consolidations, Amalgamations or Replacements of the
               Trust.

         The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except pursuant
to this Section 9.5. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities or (b) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) the
Depositor expressly appoints a trustee of such successor entity possessing the
same powers and duties as the Property Trustee as the holder of the Debentures,
(iii) the Successor Securities are listed or traded, or any Successor Securities
will be listed upon notification of issuance, on any national securities
exchange or other organization on which the Preferred Securities are then listed
or traded, if any, (iv) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Preferred Securities (including
any Successor Securities) to be downgraded by any nationally recognized
statistical rating organization, (v) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the holders of the Preferred Securities (including
any Successor Securities) in any material respect, (vi) such successor entity
has a purpose identical to that of the Trust, (vii) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an opinion of counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Preferred Securities (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity will be required to register as an investment company under the 1940 Act
and (viii) the Depositor or any permitted successor or assignee owns all of the
Common Securities of such successor entity and guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of holders of 100% in Liquidation Amount of the
Preferred Securities, consolidate, amalgamate, merge with or into,


                                       38


<PAGE>



or be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be classified as other than a
grantor trust for United States Federal income tax purposes.


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.1.   Limitation of Rights of Securityholders.

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

Section 10.2.   Amendment.

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

         (b) Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Trustees with (i) the consent of Trust
Securityholders representing not less than a majority (based upon Liquidation
Amounts) of the Trust Securities then Outstanding and (ii) receipt by the
Trustees of an opinion of its tax advisors to the effect that such amendment or
the exercise of any power granted to the Trustees in accordance with such
amendment will not affect the Trust's status as a grantor trust for United
States Federal income tax purposes or an opinion of counsel that such amendment
will not affect the Trust's exemption from status of an investment company under
the 1940 Act.

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

         (d) Notwithstanding any other provisions of this Trust Agreement, no
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


                                       39


<PAGE>



from status of an investment company under the 1940 Act or fail or cease to be
classified as a grantor trust for United States Federal income tax purposes.

         (e) Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the 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 is in compliance
with this Trust Agreement.

Section 10.3.   Separability.

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

Section 10.4.   Governing Law.

         THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
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.

Section 10.5.   Payments Due on Non-Business Day.

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

Section 10.6.   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,
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under
Article Eight of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

Section 10.7.   Headings.

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



                                       40


<PAGE>



Section 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 WSFS Financial
Corporation, 838 Market Street, Wilmington, Delaware 19899 Attention:
_______________, facsimile no.: (302) 571-6842. 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, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is published
by the Trust) as follows: (a) with respect to the Property Trustee to Wilmington
Trust Company, One Rodney Square, Wilmington, Delaware 19801; (b) with respect
to the Delaware Trustee, to Wilmington Trust Company, One Rodney Square,
Wilmington, Delaware 19801; and (c) with respect to the Administrative Trustees,
to them at the address above for notices to the Depositor, marked "Attention
Administrative Trustees of [NAME OF TRUST]." Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the Trust or the Property Trustee.

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

Section 10.10.   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 excluded, as the case may be.



                                       41


<PAGE>



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

Section 10.11.   Counterparts.

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

Section 10.12.  Acceptance of Terms of Trust Agreement, Guarantee and Indenture.

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


                                       42


<PAGE>




                                            WSFS FINANCIAL CORPORATION


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


                                            WILMINGTON TRUST COMPANY,
                                                as Property Trustee


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


                                            WILMINGTON TRUST COMPANY,
                                                as Delaware Trustee


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


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

                                            ----------------------,
                                            as Administrative Trustee


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

                                            ----------------------,
                                            as Administrative Trustee


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

                                            ----------------------,
                                            as Administrative Trustee




                                       43


<PAGE>

                                                                       EXHIBIT A

                     CERTIFICATE OF TRUST OF [NAME OF TRUST]


         This Certificate of Trust of [NAME OF TRUST] (the "Trust"), dated
__________ ___, 1998, is being duly executed and filed by Wilmington Trust
Company, a Delaware banking corporation, and _______________, as trustee, to
form a business trust under the Delaware Business Trust Act (12 Del. C. Section
3801, et. seq.).

         1. Name.  The name of the business trust is [NAME OF TRUST].

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are
Wilmington Trust Company, One Rodney Square, Wilmington, Delaware 19801.

         3. Effective Date. This Certificate of Trust shall be effective upon
filing with the Secretary of State.

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


                                  WILMINGTON TRUST COMPANY, as trustee




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


           
                                      _______________, as trustee

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

                                       44


<PAGE>



                                                                       EXHIBIT B


                           Letter of Representations
                      (To be Completed by Issuer and Agent)


                                 [NAME OF TRUST]

                            WILMINGTON TRUST COMPANY



                                               __________ ___, 1998


Attention: General Counsel's Office
The Depository Trust Company
55 Water Street, 49th Floor,
New York, New York 10041-0099

         Re:   [NAME OF TRUST] [___%] [Floating Rate] Cumulative Trust Preferred
               Securities (CUSIP #__________)

Ladies and Gentlemen:

         This letter sets forth our understanding with respect to certain
matters relating to the above-referenced issue (the "Securities"). Issuer is
selling the Securities to Sandler O'Neill & Partners LP (the "Initial
Purchaser") pursuant to a Purchase Agreement dated __________ ___, 1998 (the
"Document"). Initial Purchaser will take delivery of the Securities through The
Depository Trust Company ("DTC"). Wilmington Trust Company is acting as transfer
agent, paying agent and registrar with respect to the Securities (the "Agent").

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

         1. Prior to the closing on the Securities on __________ ___, 1998,
there shall be deposited with DTC one Security Certificate registered in the
name of DTC's Preferred Securities nominee, Cede & Co., for each of the
Securities with the offering value set forth on Schedule A hereto, the total of
which represents 100% of the offering value of such Securities. If, however, the
offering value of any Security exceeds $200 million, one certificate will be
issued with respect to each $200 million of offering value and an additional
certificate will be issued with respect to any remaining offering value. Each
Security certificate shall bear the following legend:

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


                                       45


<PAGE>



If the Securities will be held by Agent as custodian for DTC, such Security
certificate shall remain in Agent's custody pursuant to the provisions of the
FAST Balance Certificate Agreement currently in effect between Agent and DTC.

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

         3. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC not less
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be sent to DTC's Reorganization Department at
(212) 709-6896 or (212) 709-6897, and receipt of such notices shall be confirmed
by telephoning (212) 709-6870. Notices to DTC pursuant to this Paragraph by mail
or by any other means shall be sent to DTC's Reorganization Department as
indicated in Paragraph 7.

         4. In the event of a stock split, recapitalization, conversion, or any
other similar transaction resulting in the cancellation of all or any part of
the Securities represented thereby, the Agent shall send DTC a notice of such
event as soon as practicable, but in no event less than five business days prior
to the effective date of such event.

         5. In the event of a full or partial redemption, Issuer or Agent shall
send a notice to DTC specifying: (a) the amount of the redemption or refunding;
(b) in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be distributed to Security holders
or published (the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before or, if
possible, two business days before the Publication Date. Issuer or Agent shall
forward such notice either in a separate secure transmission for multiple CUSIP
numbers (if applicable) which includes a manifest or list of each CUSIP number
submitted in the transmission. (The party sending such notice shall have a
method to verify subsequently the use of such means and the timeliness of such
notice.) The Publication Date shall be not less than 30 days nor more than 60
days prior to the redemption date or, in the case of an advance refunding, the
date that the proceeds are deposited in escrow. Notices to DTC pursuant to this
Paragraph by telecopy shall be sent to DTC's Call Notification Department at
(516) 227-4039 or (516) 227-4190. If the party sending the notice does not
receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (516) 227-4070. Notices to DTC pursuant to
this Paragraph by mail or by any other means shall be sent to:

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

         6. In the event of an offering or issuance of rights with respect to
the Securities outstanding, Agent shall send DTC's Dividend and Reorganization
Departments a notice specifying: (a) the amount of and conditions, if any,
applicable to such rights offering or issuance; (b) any applicable expiration or
deadline date, or any date by which any action on the part of the holders of
such Securities is required; and (c) the Publication Date of such notice.

         The Publication Date will be as soon as practicable after the
announcement by the Company of any such offering or issuance of rights with
respect to the Securities represented thereby. DTC requires that the Publication
Date be not less than 30 days nor more than 60 days prior to the related payment
date, or issuance date, respectively.


                                       46


<PAGE>



         Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Dividend Department at (212) 709-1623, and receipt of such notices shall
be confirmed by telephoning (212) 709-1282. Notices to DTC pursuant to the above
by mail or by any other means shall be sent to:

                           Supervisor, Stock Dividends
                           Dividend Department
                           7 Hanover Square, 24th Floor
                           New York, New York 10004-2695

         Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Reorganization Department a (2212) 709-1093, and receipt of such fax shall
be confirmed by telephoning (212) 709-1063. Notices to DTC pursuant to the above
by mail or by any other means shall be sent to:

                           Supervisor, Rights Offerings
                           Reorganization Department
                           7 Hanover Square; 23rd Floor
                           New York, New York 10004-2695

         7. In the event of any invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders specifying the terms of the tender and the Publication Date of
such notice shall be sent to DTC by a secure means in the manner set forth in
Paragraph 5. Notices to DTC pursuant to this Paragraph and notices of other
corporate actions by telecopy shall be sent to DTC's Reorganization Department
at (212) 709-1093 or (212) 709-1094 and receipt of such notice shall be
confirmed by telephoning (212) 709-6884. Notices to DTC pursuant to the above by
mail or any other means shall be sent to:

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

         8. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities (listed on Schedule A hereto) and the accompanying
description of the Securities, which, as of the date of this letter, is "[NAME
OF TRUST] [___%] [Floating Rate] Cumulative Trust Preferred Securities.

         9. Issuer or Agent shall provide written notice of dividend payment
information to a standard dividend announcement service subscribed to by DTC as
soon as the information is available. In the event that no such service exists,
Issuer or Agent shall provide such notice directly to DTC electronically, as
previously arranged by Issuer or Agent and DTC, as soon as the payment
information is available. If electronic transmission has not been arranged,
absent any other arrangements between Issuer or Agent and DTC, such information
should be sent by telecopy to DTC's Dividend Department at (212) 709-1723 or
(212) 709- 1686, and receipt of such notices shall be confirmed by telephoning
(2112) 709-1270. Notice to DTC pursuant to the above by mail or by any other
means shall be sent to:

                           Manager; Announcements
                           Dividend Department
                           The Depository Trust Company
                           7 Hanover Square, 22nd Floor
                           New York, New York 10004-2695



                                       47


<PAGE>



After establishing the amount of payment to be made on the Securities in
question, Issuer or Agent will notify DTC's Dividend Department of the payment
and payment date preferably five, but not less than two, business days prior to
the effective date of such transaction.

         10. Issuer or Agent shall provide CUSIP-level detail for dividend
payments to DTC no later than noon (Eastern Time) on the payment date.

         11. Dividend payments and cash distributions shall be received by Cede
& Co. as nominee of DTC, or its registered assigns, in same-day funds no later
than 2:30 p.m. (Eastern Time) on each payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired as
follows:

                           The Chase Manhattan Bank
                           ABA # 021 000 021
                           For credit to a/c Cede & Co.
                           c/o The Depository Trust Company
                           Dividend Deposit Account # 066-026776

         12. Redemption payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on payment date. Absent any other arrangements between Agent and
DTC, such funds shall be wired as follows:

                           The Chase Manhattan Bank
                           ABA #021 000 021
                           For credit to a/c Cede & Co.
                           c/o The Depository Trust Company
                           Redemption Deposit Account # 066-027306

         13. Reorganization payments resulting from corporate actions (such as
tender offers or mergers) shall be received by Cede & Co., as nominee of DTC, or
its registered assigns in same-day funds no later than 2:30 p.m. (Eastern Time)
on payment date. Absent any other arrangements between Agent and DTC, Such funds
shall be wired as follows:

                           The Chase Manhattan Bank
                           ABA # 021 000 021
                           For credit to a/c Cede & Co.
                           c/o The Depository Trust Company
                           Reorganization Deposit Account # 066-027608

         14. DTC may direct Issuer or Agent to use any other number or address
as the number or address to which notices or payments of dividends,
distributions, or redemption proceeds may be sent.

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



                                       48


<PAGE>



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

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

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

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

         20. This Letter of Representations is governed by, and shall be
construed in accordance with, the laws of the State of New York.

         21. The following riders, attached hereto, are hereby incorporated into
this Letter of Representations.



                                            Very truly yours,

                                            [NAME OF TRUST]
                                              (as Issuer)


                                            By:
                                               ---------------------------------

                                            WILMINGTON TRUST COMPANY
                                                as Trustee and Agent


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



Received and Accepted:

THE DEPOSITORY TRUST COMPANY


By:
   --------------------------
       Authorized Officer



                                       49


<PAGE>


                                                                       EXHIBIT C

                      THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number _____                  Number of Common Securities  ________


                    Certificate Evidencing Common Securities

                                       of

                                 [NAME OF TRUST]

                   [_____%] [Floating Rate] Common Securities
                 (liquidation amount $1000 per Common Security)


         [NAME OF TRUST], a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that WSFS Financial
Corporation (the "Holder") is the registered owner of _____________________
(_____) common securities of the Trust representing beneficial interests of the
Trust and designated the [____%] [Floating Rate] Common Securities (liquidation
amount $1,000 per Common Security) (the "Common Securities"). In accordance with
Section 5.10 of the Trust Agreement (as defined below) the Common Securities are
not transferable and any attempted transfer hereof shall be void. The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Common Securities are set forth in, and this certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust dated as of __________ ___, 1998, as the same may be amended from
time to time (the "Trust Agreement") including the designation of the terms of
the Common Securities as set forth therein. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

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

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this _____ day of __________, 1998.

                                 [NAME OF TRUST]


                                             By:
                                                --------------------------------
                                                Name:
                                                Administrative Trustee



                                       50


<PAGE>



                                                                       EXHIBIT D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES


         Agreement dated as of __________ ___, 1998, between WSFS Financial
Corporation, a Delaware corporation ("WSFS"), and [NAME OF TRUST], a Delaware
business trust (the "Trust").

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

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

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


n 1.1.   Guarantee by WSFS.

         Subject to the terms and conditions hereof, WSFS 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.

Section 1.2.   Term of Agreement.

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



                                       51


<PAGE>



Section 1.3.   Waiver of Notice.

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

Section 1.4.   No Impairment.

         The obligations, covenants, agreements and duties of WSFS 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
         (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, WSFS with respect to the happening of any of the foregoing.

Section 1.5.   Enforcement.

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

Section 1.6.   Subrogation.

         WSFS shall be subrogated to all (if any) rights of the Trust in respect
of any amounts paid to the Beneficiaries by WSFS under this Agreement; provided,
however, that WSFS shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any rights which it may
acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Agreement, if, at the
time of any such payment, any amounts are due and unpaid under this Agreement.


                                   ARTICLE II

Section 2.1.   Binding Effect.

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



                                       52


<PAGE>



Section 2.2.   Amendment.

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

Section 2.3. Notices.

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

             [NAME OF TRUST]
             c/o WSFS Financial Corporation
             838 Market Street
             Wilmington, Delaware 19899
             Facsimile No.: (302) 571-6842
             Attention:

             WSFS Financial Corporation
             838 Market Street
             Wilmington, Delaware 19899
             Facsimile No.: (302) 571-6842
             Attention:


Section      2.4. THIS AGREEMENT SHALL BE GOVERNED BY AND
             CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
             OF THE STATE OF DELAWARE.

         This Agreement is executed as of the day and year first above written.

                                   WSFS FINANCIAL CORPORATION


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


                                   [NAME OF TRUST]


                                   By:
                                      ------------------------------------------
                                      Name:
                                      Administrative Trustee



                                       53


<PAGE>



                                                                      EXHIBIT E

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

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

Certificate Number                          Number of Trust Preferred Securities
                  
                                  P-________

                            CUSIP NO. _______________

                   Certificate Evidencing Preferred Securities

                                       of

                                 [NAME OF TRUST]

          [____%] [Floating Rate] Cumulative Trust Preferred Securities
                (liquidation amount $1,000 per Capital Security)


         [NAME OF TRUST], a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of _____________________________ (__________)
preferred securities of the Trust representing an undivided beneficial interest
in the assets of the Trust and designated the [NAME OF TRUST] [____%] [Floating
Rate] Cumulative Trust Preferred Securities (liquidation amount $1,000 per
Preferred Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.4 of the Trust Agreement (as
defined below). The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust dated as of __________ ___, 1998, as the
same may be amended from time to time (the "Trust Agreement") including the
designation of the terms of Preferred Securities as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement entered into by
WSFS Financial Corporation, a Delaware corporation, and Wilmington Trust
Company, as guarantee trustee, dated as of __________ ___, 1998, (the
"Guarantee"), to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.



                                       54


<PAGE>



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

         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this _____ day of __________, 1998.

                                            [NAME OF TRUST]


                                            By:
                                               ---------------------------------
                                               Name:
                                               Administrative Trustee


                                       55


<PAGE>


                                   ASSIGNMENT

         For Value Received, the undersigned assigns and transfers this
Preferred Security to:

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

- --------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

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

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

and irrevocably appoints 
                         -------------------------------------------------------

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

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


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

Date: ________________

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

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



                                       56





<PAGE>

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

                               GUARANTEE AGREEMENT


                                     Between


                           WSFS FINANCIAL CORPORATION
                                 (as Guarantor)


                                       and


                            WILMINGTON TRUST COMPANY
                                  (as Trustee)



                                   dated as of

                             ________________, 1998


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


<PAGE>

                                  CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>


              Section of Trust                                                         Section of             
      Indenture Act of 1939, as amended                                            Guarantee Agreement
      ---------------------------------                                            -------------------
                   <S>                                                                   <C>
                   310(a).                                                               4.1(a)
                   310(b).                                                             4.1(c), 2.8
                   310(c).                                                            Inapplicable
                   311(a).                                                               2.2(b)
                   311(b).                                                               2.2(b)
                   311(c).                                                            Inapplicable
                   312(a).                                                               2.2(a)
                   312(b).                                                               2.2(b)
                    313.                                                                   2.3
                   314(a).                                                                 2.4
                   314(b).                                                            Inapplicable
                   314(c).                                                                 2.5
                   314(d).                                                            Inapplicable
                   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
                   316(c).                                                                 9.2
                   317(a).                                                            Inapplicable
                   317(b).                                                            Inapplicable
                   318(a).                                                               2.1(b)
                   318(b).                                                                 2.1
                   318(c).                                                               2.1(a)
</TABLE>

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


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>         <C>        <C>                                                                                      <C>   
ARTICLE I.    DEFINITIONS ........................................................................................1
                  Section 1.1. Definitions  ......................................................................1

ARTICLE II.   TRUST INDENTURE ACT.................................................................................3
                  Section 2.1. Trust Indenture Act; Application...................................................3
                  Section 2.2. List of Holders....................................................................3
                  Section 2.3. Reports by the Guarantee Trustee...................................................4
                  Section 2.4. Periodic Reports to Guarantee Trustee..............................................4
                  Section 2.5. Evidence of Compliance with Conditions Precedent...................................4
                  Section 2.6. Events of Default; Waiver..........................................................4
                  Section 2.7. Event of Default; Notice...........................................................4
                  Section 2.8. Conflicting Interests..............................................................4

ARTICLE III.  POWERS,
 DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE..................................................5
                  Section 3.1. Powers and Duties of the Guarantee Trustee.........................................5
                  Section 3.2. Certain Rights of Guarantee Trustee................................................6
                  Section 3.3. Indemnity..........................................................................7

ARTICLE IV.   GUARANTEE TRUSTEE...................................................................................7
                  Section 4.1. Guarantee Trustee; Eligibility.....................................................7
                  Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee......................7

ARTICLE V.    GUARANTEE...........................................................................................8
                  Section 5.1. Guarantee..........................................................................8
                  Section 5.2. Waiver of Notice and Demand........................................................8
                  Section 5.3. Obligations Not Affected...........................................................8
                  Section 5.4. Rights of Holders..................................................................9
                  Section 5.5. Guarantee of Payment...............................................................9
                  Section 5.6. Subrogation........................................................................9
                  Section 5.7. Independent Obligations............................................................9

ARTICLE VI.   COVENANTS AND SUBORDINATION........................................................................10
                  Section 6.1. Subordination.....................................................................10
                  Section 6.2. Pari Passu Guarantees.............................................................10

ARTICLE VII.  CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS.......................................10
                  Section 7.1. Guarantor May Consolidate, Etc., Only on Certain Terms............................10
                  Section 7.2. Successor Guarantor Substituted...................................................10

ARTICLE VIII. TERMINATION........................................................................................11
                  Section 8.1. Termination.......................................................................11

ARTICLE IX.   MISCELLANEOUS......................................................................................11
                  Section 9.1. Successors and Assigns............................................................11
                  Section 9.2. Amendments........................................................................11
                  Section 9.3. Notices...........................................................................11
                  Section 9.4. Benefit...........................................................................12
                  Section 9.5. Interpretation....................................................................12
                  Section 9.6. Governing Law.....................................................................13
</TABLE>




<PAGE>

                               GUARANTEE AGREEMENT

         This GUARANTEE AGREEMENT, dated as of __________ ___, 1998, is executed
and delivered by WSFS FINANCIAL CORPORATION, a Delaware corporation (the
"Guarantor") having its principal office at 838 Market Street, Wilmington,
Delaware 19894, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
trustee (the "Guarantee Trustee"), for the benefit of the Holders from time to
time of the Preferred Securities (as defined herein) of [NAME OF TRUST], a
Delaware statutory business trust (the "Trust").

         WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as
of __________ ___, 1998 (the "Trust Agreement") among the Guarantor, as
Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust
Company, as Delaware Trustee and the Administrative Trustees named therein and
the Holders from time to time of undivided beneficial interests in the assets of
the Trust, the Trust issued $________ aggregate Liquidation Amount (as defined
in the Trust Agreement) of its [____%] [Floating Rate] Cumulative Trust
Preferred Securities, Liquidation Amount $1,000 per Preferred Security (the
"Trust Preferred Securities") and may issue up to an additional $________
aggregate Liquidation Amount of the Trust Preferred Securities representing
preferred undivided beneficial interests in the assets of the Trust and having
the terms set forth in the Trust Agreement;

         WHEREAS, the Trust Preferred Securities will be issued by the Trust and
the proceeds thereof, together with the proceeds from the issuance of the
Trust's Common Securities (as defined below), will be used to purchase the
Debentures (as defined in the Trust Agreement) of the Guarantor which was
deposited with Wilmington Trust Company, as Property Trustee under the Trust
Agreement, as trust assets;

         WHEREAS, as an incentive for the Holders to purchase the Trust
Preferred Securities, the Guarantor desires irrevocably and unconditionally to
agree, to the extent set forth herein, to pay to the Holders of the Trust
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
Trust Preferred Securities, which purchase the Guarantor hereby agrees shall
benefit the Guarantor, the Guarantor executes and delivers this Guarantee
Agreement and pursuant to Section 5.1 hereof extends the Guarantee for the
benefit of the Holders from time to time of the Trust Preferred Securities.

                             ARTICLE I. DEFINITIONS

Section 1.1.  Definitions.

        As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement and the Indenture (as
defined herein), each as in effect on the date hereof.

        "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that an Affiliate of the
Guarantor shall not be deemed to be an Affiliate of the Trust. For the purposes
of this definition, "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

        "Board of Directors" means either the board of directors of the
Guarantor or any committee of that board duly authorized to act hereunder.

                                        1


<PAGE>

         "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Trust.

         "Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee Agreement; provided, however,
that, except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 60 days after receipt of such notice.

         "Guarantee"  has the meaning set forth in Section 5.1.

         "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Trust Preferred Securities, to the
extent not paid or made by or on behalf of the Trust: (i) any accrued and unpaid
Distributions (as defined in the Trust Agreement) required to be paid on the
Trust Preferred Securities, to the extent the Trust shall have funds on hand
available therefor at such time, (ii) the applicable Redemption Price (as
defined in the Trust Agreement), to the extent the Trust shall have funds on
hand available therefor at such time, and (iii) upon a voluntary or involuntary
termination, winding up or liquidation of the Trust, unless Debentures are
distributed to the Holders, the lesser of (a) the aggregate of the Liquidation
Distribution (as defined in the Trust Agreement) and (b) the amount of assets of
the Trust remaining available for distribution to Holders of Trust Preferred
Securities after satisfaction of liabilities to creditors of the Trust as
required by applicable law.

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

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


         "Indenture" means the Junior Subordinated Indenture dated as of
__________ ___, 1998, as supplemented and amended between the Guarantor and
Wilmington Trust Company, as trustee.

         "List of Holders" has the meaning specified in Section 2.2(a).

         "Majority in Liquidation Amount of the Trust Preferred Securities"
means, except as provided by the Trust Indenture Act, a vote by the Holder(s),
voting separately as a class, of more than 50% of the Liquidation Amount of all
then outstanding Trust Preferred Securities issued by the Trust.

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

                  (a) a statement 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;

                                        2


<PAGE>

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

        "Other Guarantees" means any guarantees similar to the Guarantee
issued, from time to time, by the Guarantor on behalf of holders of one or more
series of Trust Preferred Securities issued by one or more WSFS Trusts (as
defined in the Indenture) other than the Trust.

        "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.

        "Responsible Officer" means, with respect to the Guarantee Trustee, any
officer of the Corporate Trust Department of the Guarantee Trustee and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of that officer's knowledge of and
familiarity with the particular subject.

        "Securities Act" means the Securities Act of 1933, as amended.

        "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.


                         ARTICLE II. TRUST INDENTURE ACT

Section 2.1.  Trust Indenture Act; Application.

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

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

Section 2.2.  List of Holders.

        (a) The Guarantor shall furnish or cause to be furnished to the
Guarantee Trustee (a) semiannually, on or before [June 30] and [December 31] of
each year, a list, in such form as the Guarantee Trustee may reasonably require,
of the names and addresses of the Holders ("List of Holders") as of a date not
more than 15 days prior to the delivery thereof, and (b) at such other times as
the Guarantee Trustee may request in writing, within 30 days after the receipt
by the Guarantor of any such request, a List of Holders as of a date not more
than 15 days prior to the time such list is furnished, in each case to the
extent such information is in the possession or control of the Guarantor and is
not identical to a previously supplied list of Holders or has not otherwise been
received by the Guarantee Trustee in its capacity as such. The Guarantee Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.

                                        3


<PAGE>

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

Section 2.3.  Reports by the Guarantee Trustee.

        Not later than [June 30] of each year, commencing [June 30, 1998], the
Guarantee Trustee shall provide to the Holders 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.

Section 2.4.  Periodic Reports to the Guarantee Trustee.

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

Section 2.5.  Evidence of Compliance with Conditions Precedent.

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

Section 2.6.  Events of Default; Waiver.

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

Section 2.7.  Event of Default; Notice.

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

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

Section 2.8.  Conflicting Interests.

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

                                        4


<PAGE>

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

Section 3.1.  Powers and Duties of the Guarantee Trustee.

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

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

        (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 Guarantee Agreement, and no implied covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

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

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

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

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

                  (iii) the Guarantee Trustee shall not be liable with respect
        to any action taken or omitted to be taken by it in good faith in
        accordance with the direction of the Holders of not less than a
        Majority in Liquidation Amount of the Trust 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 Guarantee
        Agreement; and

                                        5


<PAGE>

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

Section 3.2.  Certain Rights of Guarantee Trustee.

        (a)       Subject to the provisions of Section 3.1:

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

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

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

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

                  (v)   The Guarantee Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Guarantee
         Agreement at the request or direction of any Holder, unless such Holder
         shall have provided to the Guarantee Trustee such adequate security and
         indemnity as would satisfy a reasonable person in the position of the
         Guarantee Trustee, against the costs, expenses (including attorneys'
         fees and expenses) and liabilities that might be incurred by it in
         complying with such request or direction, including such reasonable
         advances as may be requested by the Guarantee Trustee; provided that,
         nothing contained in this Section 3.2(a)(v) 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
         Guarantee Agreement.

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

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

                                        6


<PAGE>

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

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

Section 3.3.  Indemnity.

        The Guarantor agrees to indemnify the Guarantee Trustee for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Guarantee Trustee, arising out of or
in connection with the acceptance or administration of this Guarantee Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.


                          ARTICLE IV. GUARANTEE TRUSTEE

Section 4.1.  Guarantee Trustee:  Eligibility.

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

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

                 (ii)  be a Person that is eligible pursuant to the Trust
        Indenture Act to act as such and has a combined capital and surplus of
        at least $50,000,000, and shall be a corporation meeting the
        requirements of Section 310(a) of the Trust Indenture Act. If such
        corporation publishes reports of condition at least annually, pursuant
        to law or to the requirements of the supervising or examining
        authority, then, for the purposes of this Section 4.1(a)(ii) and to the
        extent permitted by the Trust Indenture Act, the combined capital and
        surplus of such corporation shall be deemed to be its combined capital
        and surplus as set forth in its most recent report of condition so
        published.

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

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

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

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

                                        7


<PAGE>



        (b) The Guarantee Trustee shall not be removed 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 hereunder 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, at the expense of the Guarantor, 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.


                              ARTICLE V. GUARANTEE

Section 5.1.  Guarantee.

        The Guarantor irrevocably and unconditionally agrees to pay in full on
a subordinated basis to the Holders the Guarantee Payments (without duplication
of amounts theretofore paid by or on behalf of the Trust), as and when due,
regardless of any defense, right of set-off or counterclaim which the Trust may
have or assert other than the defense of payment (the "Guarantee"). 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.

Section 5.2.  Waiver of Notice and Demand.

        The Guarantor hereby waives notice of acceptance of the 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 Guarantee Trustee,
Trust or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

Section 5.3.  Obligations Not Affected.

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

        (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 Trust 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 (other than an extension of time for payment of
Distributions that results from the extension of any interest payment period on
the Debentures as provided in the Indenture), Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Trust Preferred
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Trust Preferred Securities;

                                        8


<PAGE>

        (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 Trust 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 Trust Preferred 
Securities;

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

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

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

Section 5.4.  Rights of Holders.

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

Section 5.5.  Guarantee of Payment.

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

Section 5.6.  Subrogation.

        The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Trust in respect of any amounts paid to the Holders by the Guarantor
under this Guarantee Agreement and shall have the right to waive payment by the
Trust pursuant to Section 5.1; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any rights which it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Guarantee, if, at the time of any such payment, any amounts are due
and unpaid under this 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.

Section 5.7.  Independent Obligations.

        The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Trust with respect to the Trust Preferred
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to

                                        9


<PAGE>

make Guarantee Payments pursuant to the terms of this Guarantee Agreement
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 5.3 hereof.


                     ARTICLE VI. COVENANTS AND SUBORDINATION

Section 6.1.  Subordination.

        The obligations of the Guarantor under this Guarantee will constitute
unsecured obligations of the Guarantor and will rank subordinate and junior in
right of payment to all Senior Debt (as defined in the Indenture) in the same
manner as Debentures (as defined in the Trust Agreement).

Section 6.2.  Pari Passu Guarantees.

        The obligations of the Guarantor under this Guarantee shall rank pari
passu with the obligations of the Guarantor under all Other Guarantees.


        ARTICLE VII. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 7.1.  Guarantor May Consolidate, Etc., Only on Certain Terms.

        The Guarantor shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and no Person shall consolidate with or merge into the
Guarantor or convey, transfer or lease its properties and assets substantially
as an entirety to the Guarantor, unless:

        (1) in case the Guarantor shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the Person formed by such consolidation or into which
the Guarantor is merged or the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of the Guarantor substantially as an
entirety shall be a corporation, partnership or trust organized and existing
under the laws of the United States of America or any State or the District of
Columbia, and shall expressly assume the Guarantor's obligations under this
Guarantee;

        (2) 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 happened and be continuing;

        (3) such consolidation, merger, conveyance, transfer or lease is
permitted under the Trust Agreement and the Indenture and does not give rise to
any breach or violation of the Trust Agreement or the Indenture; and

        (4) the Guarantor has delivered to the Guarantee Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and assumption of the Guarantor's
obligations under this Guarantee Agreement comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with; and the Guarantee Trustee, subject to Section 3.1 hereof, may
rely upon such Officers' Certificate and Opinion of Counsel as conclusive
evidence that such transaction complies with this Section 7.1.

Section 7.2.  Successor Guarantor Substituted.

        Upon any consolidation or merger by the Guarantor with or into any
other Person, or any conveyance, transfer or lease by the Guarantor of its
properties and assets substantially as an entirety to any Person in accordance
with Section 7.1, the successor Person formed by such consolidation or into
which the Guarantor is merged or to which such

                                       10


<PAGE>



conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Guarantor under this Guarantee
Agreement with the same effect as if such successor Person had been named as the
Guarantor herein; and in the event of any such conveyance, transfer or lease the
Guarantor shall be discharged from all obligations and covenants under this
Guarantee Agreement.


                            ARTICLE VIII. TERMINATION

Section 8.1.  Termination.

        This Guarantee Agreement shall terminate and be of no further force and
effect upon the earliest of (i) full payment of the applicable Redemption Price
of all Trust Preferred Securities, (ii) the distribution of Debentures to the
Holders in exchange for all of the Trust Preferred Securities or (iii) full
payment of the amounts payable in accordance with the Trust Agreement upon
liquidation of the Trust. Notwithstanding the foregoing clauses (i) through
(iii), this Guarantee Agreement will continue to be effective or will be
reinstated if it has been terminated pursuant to one of such clauses (i) through
(iii), as the case may be, if at any time any Holder must restore payment of any
sums paid with respect to Trust Preferred Securities or this Guarantee
Agreement.


                            ARTICLE IX. MISCELLANEOUS

Section 9.1.  Successors and Assigns.

        All guarantees and agreements contained in this Guarantee Agreement
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders of the Trust
Preferred Securities then outstanding. Except in connection with a
consolidation, merger or sale involving the Guarantor that is permitted under
Article VII hereof and Article VIII of the Indenture, the Guarantor shall not
assign its obligations hereunder.

Section 9.2.  Amendments.

        Except with respect to any changes which do not adversely affect the
rights of the Holders in any material respect (in which case no vote will be
required), this Guarantee Agreement may not be amended without the prior
approval of the Holders of not less than a Majority in Liquidation Amount of the
Trust Preferred Securities. The provisions of Article VI of the Trust Agreement
concerning meetings of the Holders shall apply to the giving of such approval.

Section 9.3.  Notices.

        Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

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

                  WSFS Financial Corporation
                  838 Market Street
                  Wilmington, Delaware 19899
                  Facsimile No.:  (302) 571-6842
                  Attention: Mark A. Turner
                                  Executive Vice President

                                       11


<PAGE>

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

                  [NAME OF TRUST]
                  c/o WSFS Financial Corporation
                  838 Market Street
                  Wilmington, Delaware 19899
                  Facsimile No.:  (302) 571-6842
                  Attention:  Mark A. Turner
                                  Executive Vice President

                  with a copy to:

                  Wilmington Trust Company
                  [ADDRESS]

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

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

Section 9.4.  Benefit.

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

Section 9.5.  Interpretation.

        In this Guarantee Agreement, unless the context otherwise requires:

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

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

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

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

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

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

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

                                       12


<PAGE>


Section 9.6.  Governing Law.

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


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

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

                         WSFS FINANCIAL CORPORATION


                         By: ____________________________________________
                         Name:
                         Title:



                         WILMINGTON TRUST COMPANY,
                         as Guarantee Trustee


                         By: ____________________________________________
                         Name:
                         Title:

                                       13






<PAGE>

                                                                     Exhibit 5.1


              [Letterhead of Housley Kantarian & Brownstein, P.C.]




                            _________________, 1998




WSFS Financial Corporation
838 Market Street
Wilmington, Delaware 19899

      Re:  WSFS Financial Corporation, WSFS Capital Trust I
           and WSFS Capital Trust II
           ------------------------------------------------
           Registration Statement on Form S-3


Ladies and Gentlemen:

         We have acted as counsel to WSFS Financial Corporation, a Delaware
corporation (the "Company") and depositor of WSFS Capital Trust I and WSFS
Capital Trust II, each a statutory business trust formed under the laws of the
State of Delaware (each, an "Issuer" and, collectively, the "Issuers"), in
connection with a Registration Statement on Form S-3 filed by the Company and
the Issuers with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act") relating to the
registration of junior subordinated deferrable interest debentures of the
Company (the "Junior Subordinated Debentures"), preferred securities of the
Issuers (the "Trust Preferred Securities") and guarantees of the Company with
respect to the Trust Preferred Securities (the "Guarantees").

         The Junior Subordinated Debentures are to be issued from time to time
under an indenture to be entered into between the Company and Wilmington
 Trust
Company, as trustee (the "Junior Subordinated Indenture"). The Trust Preferred
Securities of each Issuer will be issued pursuant to an Amended and Restated
Trust Agreement (the "Trust Agreement") of such Issuer to be entered into among
the Company, as depositor of such Issuer, Wilmington Trust Company as Property
Trustee and Delaware Trustee and three individuals selected by the holder of the
Common Securities issued by each Issuer as administrative trustees.

         The forms of the Junior Subordinated Indenture, the Trust Agreement and
the Guarantees are filed or incorporated by reference as exhibits to the
Registration Statement.

         In rendering this opinion, we have examined the originals or copies,
certified to our satisfaction, of such corporate records and other documents and
certificates as we deemed necessary. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of all such
latter documents. In addition, in rendering this opinion, we have assumed the
authorization, execution and delivery of the


<PAGE>

WSFS Financial Corporation
_______________, 1998
Page 2

Junior Subordinated Indenture, the Trust Agreement and the Guarantees by all
parties (including the Company). As to any facts material to this opinion, we
have, when relevant facts were not independently established by us, relied upon
the aforesaid records, certificates and documents.

         Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:

         (i)   the Junior Subordinated Indenture, the Junior Subordinated
Debentures and the Guarantees have been duly authorized by the Company;

         (ii)  when a Junior Subordinated Debenture has been duly executed and
issued in accordance with the provisions of the applicable Junior Subordinated
Indenture, and duly paid for by the purchaser thereof in the manner and on the
terms described in the Registration Statement (after it has been declared
effective), all required corporate action of the Company will have been taken
with respect to the issuance and sale of such Junior Subordinated Debenture, and
such Junior Subordinated Debenture will have been validly issued and will
constitute a valid and binding obligation of the Company, enforceable in
accordance with its terms; and

         (iii) when a Guarantee has been duly executed and delivered by the
Company, all corporate actions of the Company will have been taken with respect
to the issuance of such Guarantee, and such Guarantee will constitute a valid
and binding agreement of the Company, enforceable in accordance with its terms.

         In giving these opinions, we have relied upon the opinion of Richards,
Layton & Finger, P.A. as to matters of Delaware law and have made no independent
investigation of such laws. Any opinion expressed herein as to enforceability is
qualified in that such enforceability may be limited by bankruptcy, insolvency,
reorganization, liquidation, moratorium and other similar laws affecting
creditors' rights generally and is subject to general principles of equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm appearing under
the caption "Legal Matters" in the related Prospectus. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.

                                             Very truly yours,
                                             HOUSLEY KANTARIAN & BRONSTEIN, P.C.




                                             By:________________________________






<PAGE>

                                                                     Exhibit 5.2



                    [Letterhead of Richards, Layton & Finger]




                                  June __, 1998




WSFS Capital Trust I
c/o WSFS Financial Corporation
838 Market Street
Wilmington, Delaware  19899

                  Re:      WSFS Capital Trust I

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for WSFS Financial
Corporation, a Delaware corporation (the "Company"), and WSFS Capital Trust I, a
Delaware business trust (the "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 the Trust (the "Certificate"),
as filed in the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on May 28, 1998;

                  (b) The Trust Agreement of the Trust, dated as of May 28,
1998, among the Company, as Depositor, and the trustees of the Trust named
therein;

                  (c) The Registration Statement (the "Registration Statement")
on Form S-3, including a preliminary prospectus (the "Prospectus") and
preliminary prospectus supplement (the "Prospectus Supplement"), relating to the
Floating Rate Cumulative Trust Preferred Securities of the
 Trust representing
preferred undivided beneficial interests in the assets of the Trust (each, a
"Preferred Security" and collectively, the "Preferred Securities"), as proposed
to be filed by the Company, the Trust and others as set forth therein with the
Securities and Exchange Commission on or about June __, 1998;




<PAGE>


WSFS Capital Trust I
June __, 1998
Page 2


                  (d) A form of Amended and Restated Trust Agreement of the
Trust, to be entered into among the Company, as Depositor, the trustees of the
Trust named therein, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust (including Exhibits A, C and D thereto)
(the "Trust Agreement"), attached as an exhibit to the Registration Statement;
and

                  (e) A Certificate of Good Standing for the Trust, dated June
__, 1998, obtained from the Secretary of State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) 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 the
Trust Agreement and the Certificate are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or 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 creation, 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 Trust
(collectively, the "Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the Trust Agreement and the
Registration Statement, and (vii) that the Preferred Securities are issued and
sold to the Preferred Security Holders in accordance with the Trust Agreement
and the Registration Statement. We have not



<PAGE>


WSFS Capital Trust I
June __, 1998
Page 3

participated in the preparation of the Registration Statement and assume no
responsibility for its 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 that 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. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.

                  2. The Preferred Securities 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 Trust.

                  3. The Preferred Security Holders, as beneficial owners of the
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.

                  We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus and "Validity of Securities" in the Prospectus
Supplement. 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. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.

                                                     Very truly yours,




<PAGE>

                                                                    Exhibit 5.3




                    [Letterhead of Richards, Layton & Finger]




                                  June __, 1998




WSFS Capital Trust II
c/o WSFS Financial Corporation
838 Market Street
Wilmington, Delaware  19899

                  Re:      WSFS Capital Trust II

Ladies and Gentlemen:

                  We have acted as special Delaware counsel for WSFS Financial
Corporation, a Delaware corporation (the "Company"), and WSFS Capital Trust II,
a Delaware business trust (the "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 the Trust (the "Certificate"),
as filed in the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on May 28, 1998;

                  (b) The Trust Agreement of the Trust, dated as of May 28,
1998, among the Company, as Depositor, and the trustees of the Trust named
therein;

                  (c) The Registration Statement (the "Registration Statement")
on Form S-3, including a preliminary prospectus (the "Prospectus") and
preliminary prospectus supplement, relating to the [__%] Trust Preferred
Securities of the Trust representing preferred undivided beneficial
 interests in
the assets of the Trust (each, a "Preferred Security" and collectively, the
"Preferred Securities"), as proposed to be filed by the Company, the Trust and
others as set forth therein with the Securities and Exchange Commission on or
about June __, 1998;

                  (d) A form of Amended and Restated Trust Agreement of the
Trust, to be entered into among the Company, as Depositor, the trustees of the
Trust named therein, and the



<PAGE>


WSFS Capital Trust II
June __, 1998
Page 2


holders, from time to time, of undivided beneficial interests in the assets of
the Trust (including Exhibits A, C and D thereto) (the "Trust Agreement"),
attached as an exhibit to the Registration Statement; and

                  (e) A Certificate of Good Standing for the Trust, dated June
__, 1998, obtained from the Secretary of State.

                  Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.

                  For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) 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 the
Trust Agreement and the Certificate are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or 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 creation, 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 Trust
(collectively, the "Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the Trust Agreement and the
Registration Statement, and (vii) that the Preferred Securities are issued and
sold to the Preferred Security Holders in accordance with the Trust Agreement
and the Registration Statement. We have not participated in the preparation of
the Registration Statement and assume no responsibility for its contents.




<PAGE>


WSFS Capital Trust II
June __, 1998
Page 3

                  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 that 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. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act.

                  2. The Preferred Securities 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 Trust.

                  3. The Preferred Security Holders, as beneficial owners of the
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.

                  We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading "Legal
Matters" in the Prospectus and "Validity of Securities" in the Prospectus
Supplement. 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. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.

                                                     Very truly yours,




<PAGE>

                                                                  Exhibit 12


                           WSFS FINANCIAL CORPORATION
                Computation of Ratio of Earnings to Fixed Charges
                             (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                Three Months Ended
                                                        March 31,      
                                            ---------------------------
                                             1998                 1997 
                                            ------               ------
<S>                                         <C>               <C>
Pre-tax income from continuing
  operations..............................  $   5,988         $   5,897

Fixed Charges:
  Interest expense and amortization debt
      discount and premium on all
      indebtedness........................     17,320            16,550
  Appropriate portion (1/3) of rentals....         95                87
                                            ---------         ---------
                                               17,415            16,637
                                            ---------         ---------

Earnings before income taxes and
  fixed charges...........................  $  23,403         $  22,534
                                            =========         =========

Ratio of Earnings to Fixed Charges:
  Including Deposits......................       1.34              1.35
  Excluding Deposits (A)..................       1.62              1.66
</TABLE>



<TABLE>
<CAPTION>

                                                                   Years Ended December 31,
                                             ---------------------------------------------------------------------
                                               1997           1996            1995           1994           1993
                                             --------        ------          ------         ------       ---------
<S>                                        <C>            <C>              <C>           <C>             <C>
Pre-tax income from continuing
  operations.............................. $    22,965    $   19,522      $   25,740     $     7,058     $  4,677

Fixed Charges:
  Interest expense and amortization debt
      discount and premium on all
      indebtedness........................      69,817        58,862          58,067          44,652       38,508
  Appropriate portion (1/3) of rentals....         364           367             376             264          427
                                           -----------    ----------      ----------     -----------     --------
                                                70,181        59,229          58,443          44,916       38,935
                                           -----------    ----------      ----------     -----------     --------
Earnings before income taxes and
  fixed charges........................... $    93,146    $   78,751      $   84,183     $    51,974     $ 43,612
                                           ===========    ==========      ==========     ===========     ========
Ratio of Earnings to Fixed Charges:
  Including Deposits......................        1.33          1.33            1.44            1.16         1.12
  Excluding Deposits (A)..................        1.59          1.70            2.06            1.40         1.49
</TABLE>


NOTES:
(A) The following is a summary of interest expense on deposits for each of the
    periods presented:

        Three Months
 Ended                    Year ended
            March 31,                         December 31,
            --------                          ------------

              1998          $7,829               1997          $31,484
              1997          $7,711               1996          $31,222
                                                 1995          $34,066
                                                 1994          $27,358
                                                 1993          $29,401



<PAGE>

                                                                  Exhibit 23.2


The Board of Directors
WSFS Financial Corp.

We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts."


Philadelphia, PA
June 3, 1998