Exhibit










































AMENDED  AND RESTATED  DECLARATION 


OF TRUST


Central Bancorp  Statutory  Trust  I


Dated as of December 27, 2005








































































(9) Central Bancorp, Inc. AU\4171309.5
358764-2





TABLE OF CONTENTS


	
				
	 
	 
	Page

	 
	 
	 
	 

	ARTICLE  I 
INTERPRETATION  AND DEFINITIONS

	SECTION
	1.01.
	Definitions   
	1

	 
	 
	 
	 

	ARTICLE II 
ORGANIZATION

	SECTION
	2.01.
	Name
	7

	SECTION
	2.02.
	Office
	7

	SECTION
	2.03.
	Purpose
	7

	SECTION
	2.04.
	Authority
	7

	SECTION
	2.05.
	Title to Property of the Trust
	7

	SECTION
	2.06.
	Powers and Duties of the Trustees and the Administrators
	7

	SECTION
	2.07.
	Prohibition of Actions by the Trust and the Trustees
	11

	SECTION
	2.08.
	Powers and Duties of the Institutional Trustee
	12

	SECTION
	2.09.
	Certain Duties and Responsibilities of the Trustees and the Administrators
	14

	SECTION
	2.10.
	Certain Rights of Institutional Trustee
	15

	SECTION
	2.11.
	Delaware Trustee
	17

	SECTION
	2.12.
	Execution of Documents
	17

	SECTION
	2.13
	Not Responsible for Recitals or Issuance of Securities
	17

	SECTION
	2.14
	Duration of Trust.
	17

	SECTION
	2.15
	Mergers
	18

	 
	 
	 
	 

	ARTICLE  III 
SPONSOR

	SECTION
	3.01.
	Sponsor's Purchase of Common Securities
	19

	SECTION
	3.02.
	Responsibilities of the Sponsor 
	19

	 
	 
	 
	 

	ARTICLE IV
TRUSTEES  AND ADMINISTRATORS

	SECTION
	4.01
	Number of Trustees 
	20

	SECTION
	4.02
	Delaware Trustee 
	20

	SECTION
	4.03
	Institutional Trustee; Eligibility 
	20

	SECTION
	4.04
	Certain Qualifications of the Delaware Trustee Generally 
	21

	SECTION
	4.05
	Administrators 
	21

	SECTION
	4.06
	Initial Delaware Trustee 
	21





	
			
	 
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TABLE OF CONTENTS
(continued)


	
				
	 
	 
	Page

	 
	 
	 
	 

	SECTION
	4.07
	Appointment, Removal and Resignation of the Trustees and the Administrators
	21

	SECTION
	4.08
	Vacancies Among Trustees
	22

	SECTION
	4.09
	Effect of Vacancies
	23

	SECTION
	4.10
	Meetings of the Trustees and the Administrators
	23

	SECTION
	4.11
	Delegation of Power
	23

	SECTION
	4.12
	Merger, Conversion, Consolidation or Succession to Business
	23

	 
	 
	 
	 

	ARTICLEV 
DISTRIBUTIONS

	SECTION
	5.01
	Distributions 
	24

	 
	 
	 
	 

	ARTICLE VI 
ISSUANCE OF SECURITIES

	SECTION
	6.01
	General Provisions  Regarding Securities 
	24

	SECTION
	6.02
	Paying Agent, Transfer Agent, Calculation Agent and Registrar 
	25

	SECTION
	6.03
	Form and Dating 
	26

	SECTION
	6.04
	Mutilated, Destroyed, Lost or Stolen Certificates 
	26

	SECTION
	6.05
	Temporary Securities 
	26

	SECTION
	6.06
	Cancellation 
	26

	SECTION
	6.07
	Rights of Holders; Waivers of Past Defaults 
	27

	 
	 
	 
	 

	ARTICLE VII
DISSOLUTION AND TERMINATION OF TRUST

	SECTION
	7.01
	Dissolution and Termination of Trust
	28

	 
	 
	 
	 

	ARTICLE VIII 
TRANSFER OF  INTERESTS

	SECTION
	8.01
	General 
	29

	SECTION
	8.02
	Transfer Procedures and Restrictions 
	30

	SECTION
	8.03
	Deemed Security Holders 
	33

	 
	 
	 
	 

	ARTICLE  IX
LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

	SECTION
	9.01
	Liability
	33

	SECTION
	9.02
	Exculpation
	33

	SECTION
	9.03
	Fiduciary Duty
	34

	SECTION
	9.04
	Indemnification
	34





	
			
	 
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TABLE OF CONTENTS
(continued)


	
				
	 
	 
	Page

	 
	 
	 
	 

	SECTION
	9.05
	Outside Businesses 
	37

	SECTION
	9.06
	Compensation; Fee 
	37

	 
	 
	 
	 

	ARTICLE X 
ACCOUNTING

	SECTION
	10.01
	Fiscal Year
	38

	SECTION
	10.02
	Certain  Accounting  Matters 
	38

	SECTION
	10.03
	Banking
	38

	SECTION
	10.04
	Withholding 
	39

	 
	 
	 
	 

	ARTICLE XI 
AMENDMENTS AND MEETINGS

	SECTION
	11.01
	Amendments
	39

	SECTION
	11.02
	Meetings of the Holders of the Securities; Action by Written Consent 
	41

	 
	 
	 
	 

	ARTICLE XIl
REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE  TRUSTEE

	SECTION
	12.01
	Representations and Warranties of Institutional Trustee
	42

	SECTion
	12.02
	Representations and Warranties of Delaware Trustee
	43

	 
	 
	 
	 

	ARTICLE  XIII 
MISCELLANEOUS

	SECTION
	13.01
	Notices
	43

	SECTION
	13.02
	Governing Law
	44

	SECTION
	13.03
	Submission to Jurisdiction
	45

	SECTION
	13.04
	Intention of the Parties
	45

	SECTION
	13.05
	Headings
	45

	SECTION
	13.06
	Successors and Assigns
	45

	SECTION
	13.07
	Partial Enforceability
	45

	SECTION
	13.08
	Counterparts
	45





	
			
	 
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TABLE OF CONTENTS
(continued)




	
				
	 
	 
	 
	Page

	ANNEX AND EXHIBITS
	 

	 
	 
	 
	 

	ANNEX 1
	 
	 
	 

	 
	 
	 
	 

	EXHIBIT
	A-1
	 
	 

	EXHIBIT
	A-2
	 
	 







	
			
	 
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AMENDED  AND RESTATED  DECLARATION   OF TRUST OF


Central  Bancorp  Statutory  Trust I


December  27, 2005


AMENDED  AND RESTATED  DECLARATION   OF TRUST  (this "Declaration"),   dated and effective  as of December  27, 2005,  by the Trustees  (as defined  herein),  the Administrators (as  defined   herein),   the  Sponsor   (as  defined   herein)   and  the  holders   from  time  to  time  of undivided  beneficial   interests  in the assets  of the Trust  (as defined  herein)  to be issued  pursuant to this Declaration.


WHEREAS,    the   Delaware    Trustee    and   the   Sponsor    established    Central   Bancorp Statutory  Trust  I (the "Trust"),  a statutory  trust under the Statutory  Trust  Act (as defined  herein), pursuant  to a Declaration   of Trust,  dated  as of December  20, 2005  (the "Original  Declaration"), and  a  Certificate   of  Trust   filed  with   the  Secretary   of  State   of  the  State   of  Delaware    on December  20, 2005,  for  the  sole  purpose  of  issuing  and  selling  certain  securities   representing undivided  beneficial   interests  in the assets  of the Trust  and investing  the proceeds  thereof  in the Debentures  (as defined herein)  of the Debenture  Issuer  (as defined  herein)  in connection  with the issuance  of the Capital  Securities  (as defined  herein);


WHEREAS,  as of the date hereof,  no interests  in the assets of the Trust have been issued; and


WHEREAS,   all of the Trustees,  the Administrators   and the Sponsor,  by this Declaration, amend and restate  each and every term and provision  of the Original  Declaration.


NOW,  THEREFORE,   it being  the intention   of the parties  hereto  to continue   the Trust  as a statutory  trust under the Statutory  Trust Act and that this Declaration   constitutes  the governing instrument  of such statutory  trust, and that all assets  contributed  to the Trust  will be held in trust for  the  benefit   of  the  holders,   from  time   to  time,  of  the  securities   representing   undivided beneficial  interests  in the assets  of the Trust  issued  hereunder,   subject  to the provisions   of this Declaration,  and, in consideration   of the mutual  covenants  contained  herein  and other  good and valuable  consideration,   the receipt  of which  is hereby  acknowledged,   the parties,  intending  to be legally  bound  hereby,  amend  and  restate  in its  entirety  the  Original  Declaration   and  agree  as follows:



(9) Central Bancorp, Inc.
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ARTICLE  I 
INTERPRETATION  AND DEFINITIONS


SECTION  1.1.        Definitions.    Unless  the context  otherwise  requires:


(a)        capitalized  terms used  in this Declaration  but not defined  in the preamble above or elsewhere  herein  have the respective  meanings  assigned  to them  in this Section  1.1      or, if not defined  in this Section  1.1    or elsewhere  herein,  in the Indenture;


(b)        a  term   defined   anywhere   m  this  Declaration    has   the  same   meaning throughout;


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


(d)        all references  in this Declaration  to Articles  and Sections  and Annexes  and Exhibits  are  to  Articles   and  Sections  of  and  Annexes  and  Exhibits   to  this  Declaration   unless otherwise  specified;


(e)        a term defined  in the Trust  Indenture  Act (as defined  herein)  has the same meaning  when used  in this Declaration  unless   otherwise  defined  in this Declaration or unless the context otherwise requires; and


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


"Additional Interest" has the meaning set forth in Section 3.06  of the Indenture. 


"Administrative Action" has the meaning set forth in paragraph 4(a) of Annex I.


"Administrators" means each of Keith Ward and James D. Yoo, solely in such Person's capacity as Administrator of the Trust continued hereunder and not in such Person's individual capacity,  or  such  Administrator's  successor in  interest  in  such  capacity,  or  any  successor appointed as herein provided.


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


"Authorized  Officer" of  a Person means any Person  that  is authorized to bind  such Person.


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


(a)       a court having jurisdiction in the premises enters a decree or order for relief  in  respect  of  such  Person  in  an  involuntary case  under  any  applicable  bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or for any substantial part of its property, or orders the winding-up  or liquidation of its  affairs, and such decree, appointment or order remains unstayed and in effect for a period of 90 consecutive days; or


(b)       such   Person   commences   a   voluntary   case   under   any   applicable bankruptcy, insolvency or other similar law now or hereafter in effect, consents to the entry of an order for relief in  an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar  official  of such Person of any 

	
			
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	-1-
	 








substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due.


"Business  Day"  means  any day other  than  Saturday,  Sunday  or any other  day on which banking  institutions   in Wilmington,   Delaware  or New  York  City  or the  city  of the  Corporate Trust Office are permitted  or required  by any applicable  law or executive  order  to close.


"Calculation  Agent"  has the meaning  set forth in Section  1.01 of the Indenture. "Capital  Securities"  has the meaning  set forth in Section 6. l(a).


"Capital    Securities    Purchase    Agreement"    means    the   Capital    Securities    Purchase Agreement   dated  as of  December   20,  2005  among  the  Trust,  the  Sponsor  and  Merril1 Lynch International.


"Capital  Security  Certificate"  means  a definitive  Certificate  registered  in the name of the Holder representing  a Capital  Security  substantially  in the form of Exhibit  A 1.


"Capital  Treatment  Event" has the meaning  set forth in paragraph  4(a) of Annex  I. 


"Certificate"  means  any certificate  evidencing  Securities.
"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  and restated  from time to time.


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


"Code" means  the Internal  Revenue  Code of 1986, as amended  from time to time,  or any successor  legislation.


"Commission"  means the United  States Securities  and Exchange  Commission.


"Common  Securities"  has the meaning  set forth in Section 6.1 (a).


"Common  Security  Certificate"  means  a definitive  Certificate   registered  in the name  of the Holder representing  a Common  Security  substantially  in the form of Exhibit  A-2.


"Company  Indemnified  Person" means (a) any Administrator;  (b) any Affiliate of any Administrator;   (c) any officers,  directors,  shareholders, members,  partners,  employees, representatives  or agents  of any Administrator;   or (d) any officer,  employee  or agent of the Trust or its Affiliates.


"Corporate   Trust  Office"   means   the  office  of  the  Institutional   Trustee   at  which  the corporate  trust  business  of the Institutional   Trustee  shall,  at  any particular   time,  be principally administered,   which  office  shall  at all times  be  located  in the United  States  and  at the  date  of execution  of this  Declaration   is  located  at  600  Travis  Street,  so" Floor,  Houston,   TX  77002, Attn: Worldwide  Securities  Services - Central Bancorp  Statutory  Trust  I.


"Coupon Rate" has the meaning  set forth in paragraph  2(a) of Annex  I.


"Covered  Person"  means:  (a)  any  Administrator,   officer,  director,  shareholder,  partner, member,  representative,   employee  or agent of (i) the Trust  or (ii) the Trust's  Affiliates;  and (b) any Holder of Securities.


"Debenture  Issuer" means  Central Bancorp,  Inc.,  a bank holding  company  incorporated  in Texas, in its capacity  as issuer of the Debentures  under the Indenture.

	
			
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	-2-
	 










"Debenture   Trustee"   means   JPMorgan   Chase  Bank,  National   Association,    not  in  its individual   capacity   but  solely  as  trustee  under  the  Indenture   until  a  successor   is  appointed thereunder,  and thereafter  means such successor  trustee.


"Debentures"   means  the Junior  Subordinated  Debt  Securities  due March   15, 2036  to be issued by the Debenture  Issuer under the Indenture.


"Deferred  Interest"  means  any interest  on the Debentures  that  would  have  been overdue and unpaid  for more than  one Distribution  Payment  Date but  for the imposition  of an Extension Period,  and the interest  that shall accrue (to the extent that the payment  of such interest  is legally enforceable)   on  such  interest   at  the  Coupon  Rate  applicable   during   such  Extension   Period, compounded  quarterly  from the date on which such Deferred  Interest  would  otherwise  have been due and payable  until paid or made available  for payment.


"Definitive  Capital  Securities"  means  any Capital  Securities  in definitive form issued by the Trust.


"Delaware Trustee" has the meaning set forth in Section 4.2. 


"Direct Action" has the meaning set forth in Section 2.8(e).


"Distribution" means a distribution payable to Holders of Securities in accordance with Section 5 .1.


"Distribution Payment Date" has the meaning set forth in paragraph 2(e) of Annex I. "Distribution Payment  Period"  means  the  period  from  and  including  a Distribution Payment Date, or in the case of the first Distribution Payment Period,  the original date of issuance of the Securities, to, but excluding, the next succeeding Distribution Payment Date or, in the case of the last Distribution Payment Period, the Redemption Date, Special Redemption Date or Maturity Date (each as defined in the Indenture), as the case may be, for the related Debentures.


"Event of Default" means the occurrence of an Indenture Event of Default.


"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor legislation.


"Extension Period" has the meaning set forth in paragraph 2(e) of Annex I.


"Fiduciary  Indemnified  Person"  shall mean each of the Institutional  Trustee  (including  in its individual  capacity),  the Delaware  Trustee  (including   in its individual  capacity),  any Affiliate of the  Institutional   Trustee  or  the  Delaware   Trustee,  and  any  officers,  directors,   shareholders, members,    partners,    employees,    representatives,     custodians,    nominees    or   agents    of   the Institutional  Trustee  or the Delaware  Trustee.


"Fiscal  Year" has the meaning  set forth in Section  10.1.


"Fixed Rate" has the meaning  set forth in paragraph  2(a) of Annex  I.


"Guarantee"   means   the  Guarantee   Agreement,   dated  as  of  the  Closing   Date,  of  the Sponsor  (the "Guarantor")   in respect  of the Capital  Securities.



	
			
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	-3-
	 








"Holder"   means   a  Person   in  whose   name   a  Certificate    representing    a  Security   is registered  on  the  register   maintained   by  or  on  behalf  of  the  Registrar,   such  Person  being  a beneficial  owner within the meaning  of the Statutory  Trust Act.


"Indemnified  Person"  means  a Company  Indemnified  Person  or a Fiduciary  Indemnified Person.


"Indenture"  means  the  Indenture,  dated  as of the  Closing  Date,  between  the Debenture Issuer and the Debenture  Trustee,  and any indenture  supplemental  thereto  pursuant  to which  the Debentures  are to be issued.


"Indenture  Event of Default"  means  an "Event of Default"  as defined  in the Indenture. "Institutional  Trustee"  means  the Trustee  meeting  the eligibility  requirements set forth in Section 4.3.


"Investment   Company"   means   an  investment   company   as  defined   in  the  Investment Company  Act.


"Investment   Company  Act"  means  the  Investment   Company  Act  of  1940,  as  amended from time to time, or any successor  legislation.


"Investment  Company  Event" has the meaning  set forth in paragraph  4(a) of Annex I.


"Legal Action"  has the meaning  set forth in Section 2.8(e).


"LIBOR"  means  the London  Interbank  Offered  Rate  for U.S.  Dollar  deposits  in Europe as determined  by the Calculation  Agent  according  to paragraph  2(b) of Annex  I.


"LIBOR  Banking  Day" has the meaning  set forth in paragraph  2(b )(1) of Annex I. 


"LIBOR Business  Day" has the meaning  set forth in paragraph  2(b)(1)  of Annex I. 


"LIBOR Determination  Date" has the meaning  set forth in paragraph  2(b)(l)  of Annex  I. 


"Liquidation"  has the meaning  set forth in paragraph  3 of Annex  I.


"Liquidation  Distribution"  has the meaning  set forth in paragraph  3 of Annex  I.


"Majority in liquidation amount of the Securities" means Holders of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the  date upon which the voting percentages  are  determined) of  all outstanding Securities of the relevant class.


"Notice" has the meaning set forth in Section 2.11 of the Indenture.


"Officers' Certificate" means, with respect to any Person, a certificate signed by two Authorized Officers of such Person. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration shall include:


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



	
			
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(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.


"Paying Agent" has the meaning set forth in Section 6.2. 


"Payment Amount" has the meaning set forth in Section 5.1.


"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.


"Placement Agreement" means the Placement Agreement relating to the offering and sale of Capital Securities.


"PORTAL" has the meaning set forth in Section 2.6(a)(i)(E). 


"Property Account" has the meaning set forth in Section 2.8(c). 


"Pro Rata" has the meaning set forth in paragraph 8 of Annex I.


"QIB" means a "qualified institutional buyer" as defined under Rule 144A.


"Quorum"    means    a   majority    of   the   Administrators     or,    if   there    are   only    two Administrators,  both of them.


"Redemption/Distribution     Notice"   has   the  meaning   set   forth   in  paragraph    4(e)   of Annex I.


"Redemption  Price" has the meaning  set forth in paragraph  4(a) of Annex  I.


"Registrar" has the meaning set forth in Section 6.2.


"Relevant Trustee" has the meaning set forth in Section 4.7(a).


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


"Restricted Securities Legend" has the meaning set forth in Section 8.2(c). 


"Rule 144A" means Rule 144A under the Securities Act.



	
			
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"Rule 3a-5" means Rule 3a-5 under the Investment Company Act. 


"Rule 3a-7" means Rule 3a-7 under the Investment Company Act.


"Securities" means the Common Securities and the Capital Securities, as applicable.


"Securities Act" means the Securities Act of 1933, as amended from time to time, or any successor legislation.


"Sponsor" means Central Bancorp, Inc., a bank holding company that is a U.S. Person incorporated in Texas, or any successor entity in a merger, consolidation or amalgamation that is a U.S.  Person, in its capacity as sponsor of the Trust.


"Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as it may be amended from time to time, or any successor legislation.


"Successor Delaware Trustee" bas the meaning set forth in Section 4.7(e).


"Successor Entity" has the meaning set forth in Section 2.15(b).


"Successor Institutional Trustee" has the meaning set forth in Section 4.7(b). "Successor Securities" has the meaning set forth in Section 2.15(b).


"Super Majority"  has the meaning  set forth in paragraph  5(b) of Annex  I. "Tax Event" has the meaning  set forth in paragraph  4(a) of Annex  I.


"10%   in liquidation  amount  of the Securities"   means  Holders  of outstanding   Securities voting  together  as a single  class  or, as the context  may  require,  Holders   of outstanding   Capital Securities  or Holders  of outstanding  Common  Securities  voting  separately  as a class, who are the record  owners  of I 0% or more of the aggregate  liquidation  amount  (including  the stated  amount that   would   be   paid   on   redemption,    liquidation    or   otherwise,    plus   accrued    and   unpaid Distributions   to the  date upon  which  the voting  percentages  are determined)   of all outstanding Securities  of the relevant  class.


"Transfer  Agent"  has the meaning  set forth in Section   6.2.


"Trust  Indenture  Act"  means  the Trust  Indenture  Act of 1939,   as amended  from time-to time,  or any successor  legislation.


"Trustee"  or "Trustees"  means  each Person  who has  signed  this Declaration   as a trustee, so long as such Person  shall continue  in office  in accordance  with the terms hereof,  and all other Persons  who  may  from  time  to  time  be  duly  appointed,   qualified   and  serving   as  Trustees   in accordance  with  the provisions   hereof,  and references  herein  to a Trustee  or the Trustees  shall refer to such Person  or Persons  solely in their capacity  as trustees hereunder.


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


"U.S.  Person"  means  a United  States  Person  as defined  in  Section  7701(a)(30)    of  the Code.


"Variable   Rate" has the meaning  set forth in paragraph 2(a) of Annex I.

	
			
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ARTICLE II 
ORGANIZATION


SECTION 2.1. Name.


The Trust is continued hereby and shall be known as "Central Bancorp Statutory Trust I," as such name may be modified from time to time by the Administrators following written notice to the Institutional Trustee and the Holders of the Securities. The Trust's activities may be conducted under the name of the Trust or any other name deemed advisable by the Administrators.


SECTION 2.2.  Office. The address of the principal office of the Trust, which shall be in a state of the United States or the District of Columbia, is 4555  W. Walnut Street, Garland, Texas 75042.  On ten Business Days' written notice to the Institutional Trustee and the Holders of the  Securities,  the  Administrators   may  designate   another  principal   office,  which  shall  be  in a state of the United  States or the District  of Columbia.


SECTION  2.3.   Purpose.    The  exclusive  purposes   and  functions  of the  Trust  are  (a)  to issue and sell the Securities  representing  undivided  beneficial   interests  in the assets  of the Trust, (b) to invest  the gross  proceeds  from  such sale to acquire  the Debentures,   (c) to facilitate  direct investment  in the assets of the Trust  through  issuance  of the Common  Securities  and the Capital Securities  and  (d) except  as  otherwise  limited  herein,  to  engage  in  only  those  other  activities incidental  thereto  that are deemed  necessary  or advisable  by the Institutional   Trustee,  including, without  limitation,   those  activities   specified   in  this  Declaration.   The  Trust  shall  not  borrow money,  issue  debt  or reinvest  proceeds  derived  from  investments,   pledge  any  of its  assets,  or otherwise  undertake  (or permit  to be undertaken)  any activity  that  would  cause  the Trust  not to be classified  for United States federal income  tax purposes  as a grantor  trust.


SECTION  2.4.  Authority.      Except   as  specifically   provided   in  this  Declaration,    the Institutional  Trustee  shall have  exclusive  and complete  authority  to carry out the purposes  of the Trust. An action taken by a Trustee on behalf of the Trust and in accordance with such Trustee's powers shall constitute the act of and serve to bind the Trust. In dealing with the Trustees acting on behalf of the Trust, no Person shall be required to inquire into the authority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this Declaration. The Administrators shall have only those ministerial duties set forth herein with respect to accomplishing the purposes of the Trust and are not intended to be trustees or fiduciaries with respect to the Trust or the Holders. The Institutional Trustee shall have the right, but shall not be obligated except as provided in Section 2.6, to perform those duties assigned to the Administrators.


SECTION 2.5.   Title to Property of the Trust.  Except as provided in Section 2.6(g) and Section 2.8 with respect to the Debentures and the Property Account or as otherwise provided in this Declaration, legal title to all assets of the Trust shall be vested in the Trust. The Holders shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the assets of the Trust.


SECTION 2.6.  Powers and Duties of the Trustees and the Administrators.


(a)       The Trustees and the Administrators shall conduct the affairs of the Trust in accordance with the terms of this Declaration. Subject to the limitations set forth in paragraph (b)  of  this  Section,  and  in  accordance  with  the  following  provisions  (i)  and  (ii),   the Administrators and, at the direction of the Administrators, the Trustees, shall have the authority to enter into all transactions and agreements determined by the Administrators to be appropriate in exercising the authority, express or implied, otherwise granted to 

	
			
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the Trustees or the Administrators, as the case may be, under this Declaration, and to perform all acts in furtherance thereof, including without limitation, the following:


(i)        Each Administrator shall have the power, duty and authority, and is hereby authorized, to act on behalf of the Trust with respect to the following matters:


(A)       the issuance  and sale of the Securities;


(B)       to acquire  the Debentures   with  the proceeds  of the sale of the Securities;  provided,  however,  that the Administrators   shall  cause  legal title to the Debentures  to be held of record  in the name  of the Institutional Trustee  for the benefit of the Holders;


(C)       to cause the Trust  to enter into,  and to execute,  deliver  and perform  on behalf  of the Trust,  such  agreements   as may  be necessary  or desirable    in  connection   with   the  purposes   and  function   of  the  Trust, including   agreements   with  the  Paying  Agent,   a  Debenture   subscription agreement  between  the Trust  and  the  Sponsor  and  a Common  Securities subscription  agreement  between  the Trust and the Sponsor;


(D)       ensuring  compliance  with the Securities  Act and applicable state securities  or blue sky laws;


(E)       if and at such time determined  solely by the Sponsor  at the request   of   the   Holders,    assisting   in   the   designation    of   the   Capital Securities  for trading in the Private  Offering,  Resales  and Trading  through the Automatic  Linkages  ("PORT AL") system if available;


(F)        the  sending  of notices  (other  than  notices  of  default)  and other   information   regarding   the  Securities   and  the  Debentures   to  the Holders   in  accordance   with   this  Declaration,    including   notice   of  any notice received  from the Debenture  Issuer of its election  to defer payments of  interest  on  the  Debentures   by  extending   the  interest  payment  period under the Indenture;


(G)       the  appointment   of  a  Paying   Agent,   Transfer   Agent  and Registrar  in accordance  with this Declaration;


(H)       execution  and delivery  of the Securities  in accordance  with this Declaration;


(I)        execution and delivery of closing certificates pursuant to the Placement Agreement and the application for a taxpayer identification number;


(J)       unless otherwise determined by the Holders of a Majority in liquidation amount of the Securities or as otherwise required by the Statutory Trust Act, to execute on behalf of the Trust (either acting alone or together with any or all of the Administrators) any documents that the Administrators have the power to execute pursuant to this Declaration;


(K)      the taking of any action incidental to the foregoing as the Sponsor or an Administrator may from time to time determine is necessary or advisable to give effect to the terms of this Declaration for the benefit of the Holders  (without  consideration   of the  effect  of any  such  action  on any particular  Holder);

	
			
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(L)       to establish  a record  date  with  respect  to all actions  to be taken   hereunder   that   require   a  record   date   be   established,    including Distributions,    voting   rights,   redemptions    and  exchanges,    and  to  issue relevant   notices   to  the  Holders   of  Capital   Securities   and  Holders   of Common  Securities  as to such actions  and applicable  record  dates;


(M)     to duly prepare  and file on behalf  of the Trust  all applicable tax returns  and  tax  information   reports  that  are  required  to be  filed  with respect to the Trust;


(N)      to negotiate  the terms of, and the execution  and delivery  of, the Placement   Agreement   and the Capital  Securities  Purchase  Agreement related  thereto,  providing  for the sale of the Capital  Securities;


(O)        to  employ   or  otherwise   engage   employees,   agents   (who may be designated  as officers  with titles),  managers,  contractors,   advisors, attorneys   and  consultants    and  pay  reasonable    compensation    for  such services;


(P)        to incur  expenses  that  are  necessary   or  incidental  to carry out any of the purposes  of the Trust;


(Q)       to give  the certificate  required  by§   314(a)(4)   of the Trust Indenture    Act   to   the   Institutional    Trustee,   which   certificate    may   be executed  by an Administrator;   and


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


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


(A)       the establishment  of the Property  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 Property  Account;


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


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



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


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


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


(I)        after  any  Event  of  Default  (of  which  the  Institutional Trustee   has   knowledge   (as   provided   in   Section   2.lO(m)   hereof)) (provided, that such Event of Default  is not by or with respect to the Institutional Trustee), the taking of any action incidental to the foregoing as the Institutional Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration and protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder);


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


(K)      to undertake any actions set forth in § 317(a)   of the Trust Indenture Act.


(b)       The Institutional Trustee shall have the power and authority, and is hereby authorized, to act on behalf of the Trust with respect to any of the duties, liabilities, powers or the authority of the Administrators set forth in Section 2.6(a)(i)(E) and (F) herein but shall not have a duty to do any such act unless specifically requested to do so in writing by the Sponsor, and shall then be fully protected in acting pursuant to such written request; and in the event of a conflict between the action of the Administrators and the action of the Institutional Trustee, the action of the Institutional Trustee shall prevail.


(c)       So long as this Declaration remains in effect, the Trust (or the Trustees or Administrators acting on behalf of the Trust) shall not undertake any business, activities or transaction except as expressly provided herein or contemplated hereby. In particular, neither the Trustees nor the Administrators may cause the Trust to (i) acquire any investments or engage in any activities not authorized by this Declaration, (ii) sell, assign, transfer, exchange, mortgage,pledge,  set-off or otherwise  dispose  of any of the Trust Property  or interests  therein,  including  to Holders,  except  as expressly  provided  herein,  (iii)  take  any  action  that  would  cause  (or in the case of the Institutional  Trustee,  to the actual knowledge   of a Responsible   Officer  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 Institutional   Trustee  shall,  at the sole cost and expense  of the Trust,  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 Holders  in their capacity  as Holders.


(d)        In  connection   with  the  issuance   and  sale  of  the  Capital  Securities,   the Sponsor  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  Sponsor  in  furtherance   of the following  prior to the date of this Declaration  are hereby  ratified  and confirmed  in all respects):



	
			
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(i)        the taking of any action necessary  to obtain  an exemption  from the Securities  Act;


(ii)        the determination  of the States  in which  to take appropriate  action to  qualify   or  register   for  sale  all  or  part   of  the  Capital   Securities   and  the determination   of any and all such acts, other than  actions  which  must  be taken by or on behalf  of the Trust,  and the  advisement  of and direction  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 Sponsor  deems  necessary  or advisable  in order  to comply  with the applicable  laws of any such  States  in connection  with  the sale of the Capital Securities;  and


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


(e)        Notwithstanding   anything  herein  to the  contrary,  the  Administrators,   the Institutional   Trustee   and  the  Holders   of  a  Majority   in  liquidation   amount   of  the  Common Securities  are authorized  and directed  to conduct  the affairs  of the Trust  and to operate  the Trust so  that  (i)  the  Trust  will  not  be  deemed  to  be  an  Investment   Company   (in the  case  of  the Institutional  Trustee,  to the  actual  knowledge  of a Responsible   Officer),  and  (ii) the Trust  will not fail to be classified  as a grantor  trust  for United  States  federal  income  tax purposes  (in the case of the Institutional   Trustee,  to the actual knowledge  of a Responsible   Officer)  and (iii) the Trust  will not take any action  inconsistent  with the treatment  of the Debentures   as indebtedness of  the  Debenture   Issuer   for  United   States   federal  income   tax  purposes   (in  the  case  of  the Institutional  Trustee,  to the  actual  knowledge  of a Responsible   Officer).   In this connection,   the Institutional  Trustee,  the Administrators   and the Holders  of a Majority  in liquidation  amount  of the Common  Securities  are authorized  to take  any action,  not inconsistent   with  applicable  laws or  this  Declaration,   as  amended   from  time  to  time,  that  each  of  the  Institutional   Trustee,  the Administrators   and  such Holders  determine  in  their  discretion  to be necessary  or desirable  for such  purposes,  even  if such  action   adversely  affects  the interests  of  the Holders  of  the Capital Securities.
(f)        All  expenses  incurred  by the  Administrators   or  the  Trustees  pursuant  to this Section  2.6  shall be reimbursed  by the Sponsor,  and the Trustees  shall  have  no obligations with respect to such expenses.


(g)        The assets of the Trust shall consist of the Trust Property.


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


(i)         If the Institutional  Trustee  or any Holder  has  instituted  any proceeding  to enforce any right or remedy  under this Declaration  and such proceeding  has been discontinued  or abandoned   for any  reason,  or has  been  determined   adversely  to the  Institutional   Trustee  or to such Holder,  then  and in every  such case the Sponsor,  the Institutional   Trustee  and the Holders shall, subject  to any determination   in such proceeding,  be restored  severally  and respectively   to their  former  positions   hereunder,   and  thereafter   all  rights  and  remedies   of  the  Institutional Trustee  and the Holders  shall continue  as though no such proceeding  had been instituted.


SECTION  2.7.   Prohibition  of Actions by the Trust  and the Trustees.    The Trust  shall not, and the Institutional  Trustee  and the Administrators   shall not, and the Administrators   shall cause the Trust not to,  engage  in any activity  other than  as required  or authorized  by this Declaration. In particular,  the Trust  shall  not,  and the  Institutional   Trustee  and  the  Administrators   shall  not cause the Trust to:

	
			
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(a)        invest  any  proceeds  received  by  the  Trust  from  holding  the  Debentures, but  shall  distribute  all such proceeds  to Holders  of the Securities  pursuant  to the  terms  of this Declaration  and of the Securities;


(b)         acquire  any assets other than as expressly  provided  herein;


(c)         possess  Trust Property  for other than a Trust purpose;


(d))         make any loans  or incur any indebtedness  other  than  loans represented  by the Debentures;


(e)       possess   any  power  or  otherwise  act  in such  a way  as  to vary  the  Trust Property  or the terms of the Securities;


(f)        issue  any  securities   or  other  evidences   of  beneficial   ownership   of,  or beneficial  interest  in,  the Trust other than the Securities;  or


(g)        other  than  as provided  in this  Declaration   (including   Annex  1), (i) direct the  time,  method   and  place  of  exercising   any  trust  or  power  conferred   upon  the  Debenture Trustee  with  respect  to the Debentures,   (ii) waive  any  past  default  that  is waivable   under  the Indenture,  (iii)  exercise  any right  to rescind  or annul any 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  unless  the Trust  shall have  received  a written  opinion  of counsel  experienced   in such matters  to the  effectthat  such  amendment,    modification   or  termination   will  not  cause  the  Trust   to  cease  to  be classified  as a grantor  trust for United  States federal income  tax purposes.


SECTION  2.8.   Powers  and Duties of the Institutional  Trustee.


(a)        The legal  title to the Debentures  shall be owned  by and held  of record  in the name  of  the  Institutional   Trustee  in trust  for  the benefit  of  the  Trust.  The  right,  title  and interest of the Institutional  Trustee to the Debentures  shall vest automatically   in each Person who may hereafter be appointed as Institutional Trustee in accordance with Section 4.7.  Such vesting and cessation of title shall be effective whether or not conveyancing documents with regard to the Debentures have been executed and delivered.


(b)       The Institutional Trustee shall not transfer its right, title and interest in the
Debentures to the Administrators or to the Delaware Trustee.


(c)       The Institutional Trustee shall:


(i)        establish  and  maintain  a  segregated  non-interest  bearing  trust account (the "Property Account") in the United States (as defined in Treasury Regulations §  301.7701-7), in the name of and under the exclusive control of the Institutional   Trustee,   and   maintained   in   the   Institutional   Trustee's   trust department, on behalf of the Holders of the Securities and, upon the receipt of payments of funds made in respect of the Debentures held by the Institutional Trustee, deposit such funds into the Property Account and make payments to the Holders of the Capital Securities and Holders of the Common Securities from the Property Account in accordance with Section 5.1. Funds in the Property Account shall be held uninvested until disbursed in accordance with this Declaration;



	
			
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(ii)     engage in such ministerial activities as shall be necessary or appropriate to effect the redemption of the Capital Securities and the Common Securities to the extent the Debentures are redeemed or mature; and


(iii)     upon written notice of distribution issued by the Administrators in accordance with the terms of the Securities, engage in such ministerial activities as shall be necessary or appropriate to effect the distribution of the Debentures to Holders of Securities upon the occurrence of certain circumstances pursuant to the terms of the Securities.


(d)       The Institutional Trustee shall take all actions and perform such duties as may be specifically required of the Institutional Trustee pursuant to the terms of the Securities.


(e)       The Institutional Trustee may bring or defend, pay, collect, compromise, arbitrate, resort to legal action with respect to, or otherwise adjust claims or demands of or against, the Trust (a "Legal Action") which arise out of or in connection with an Event of Default of  which  a  Responsible  Officer  of  the  Institutional Trustee  has  actual  knowledge  or  the Institutional Trustee's duties and obligations under this Declaration or the Trust Indenture Act; provided, however, that if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Debenture Issuer to pay interest or premium,  if any,  on orprincipal   of the Debentures  on the date such  interest,  premium,  if any, or principal  is otherwise payable  (or  in the  case  of  redemption,   on  the  redemption   date),  then  a Holder  of  the  Capital Securities  may directly  institute  a proceeding  for enforcement  of payment  to such Holder  of the principal  of or premium,  if any, or interest  on the Debentures  having  a principal  amount  equal to the aggregate  liquidation   amount  of the Capital  Securities  of such Holder  (a "Direct  Action")  on or  after  the  respective   due  date  specified   in the  Debentures.   In  connection   with  such  Direct Action,  the rights  of the Holders   of the  Common  Securities  will  be subrogated  to the rights  of such Holder  of the Capital  Securities  to the extent of any payment  made by the Debenture  Issuer to such Holder  of the Capital  Securities  in such Direct  Action;  provided,  however,  that  a Holder of the  Common  Securities  may  exercise  such  right  of subrogation   only  if no Event  of Default with respect to the Capital  Securities  has occurred  and is continuing.


(f)         The Institutional  Trustee  shall continue  to serve as a Trustee  until either:


(i)         the  Trust  has  been  completely   liquidated   and  the proceeds  of  the liquidation  distributed  to the Holders  of the Securities  pursuant  to the terms of the Securities    and   this   Declaration    (including    Annex   I)  and   the   certificate    of cancellation  referenced  in Section  7. l (b) has been filed; or


(ii)        a  Successor   Institutional    Trustee   has  been   appointed    and   has accepted  that appointment  in accordance  with Section  4.7.


(g)        The Institutional   Trustee  shall have  the  legal  power  to exercise  all of the rights, powers  and privileges  of a holder  of the Debentures  under  the Indenture  and, if an Event of Default  occurs  and is continuing,  the Institutional  Trustee  may,  for the benefit  of Holders  of the Securities,  enforce  its rights  as holder  of the Debentures  subject  to the rights  of the Holders pursuant  to this Declaration   (including  Annex  I) and the terms of the Securities.


(h)        The Institutional  Trustee  must  exercise  the powers  set forth in this Section 2.8 in  a manner  that is consistent   with the purposes  and functions  of the Trust  set out in Section 2.3,  and the Institutional   Trustee  shall not take any action  that is inconsistent   with  the purposes and functions  of the Trust set out in Section 2.3.



	
			
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SECTION  2.9.   Certain     Duties      and    Responsibilities      of    the    Trustees     and    the
Administrators.


(a)        The  Institutional   Trustee,  before  the  occurrence   of  any  Event  of Default (of which  the Institutional   Trustee  has knowledge  (as provided  in Section  2. lO(m) hereof))  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 Declaration  and no implied   covenants  shall be read into this Declaration  against  the Institutional   Trustee.  In case  an Event  of Default  (of which  the Institutional  Trustee  has knowledge  (as provided  in Section  2. lO(m) hereof)),  has occurred  (that has  not  been  cured  or waived  pursuant  to Section  6.8),  the  Institutional   Trustee  shall  exercise such  of the rights  and powers  vested  in it by this Declaration,   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 or her own affairs.


(b)        The duties and responsibilities   of the Trustees  and the Administrators   shall be  as provided  by  this  Declaration   and,  in  the  case  of  the  Institutional   Trustee,  by  the  Trust Indenture  Act. Notwithstanding   the foregoing,  no provision  of this Declaration  shall require  any Trustee or Administrator  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  have  reasonable   grounds   for  believing   that  repayment   of  such  funds  or  adequate indemnity  satisfactory  to it against  such risk or liability  is not reasonably  assured  to it. Whether or not therein  expressly  so provided,  every  provision  of this Declaration  relating  to the conduct or affecting  the liability  of or affording  protection  to the Trustees  or the Administrators   shall be subject to the provisions  of this Article.  Nothing  in this Declaration  shall be construed  to release a Trustee  from  liability  for its own negligent  action,  its own negligent  failure  to act, or its own willful  misconduct   or bad  faith.  Nothing  in this  Declaration   shall  be  construed   to release  an Administrator   from liability  for its own gross negligent  action,  its own gross  negligent  failure to act, or its own willful misconduct  or bad faith. To the extent that, at law or in equity, a Trustee  or an Administrator  has duties and liabilities  relating  to the Trust  or to the Holders,  such Trustee or Administrator    shall   not   be   liable   to   the  Trust   or  to   any   Holder   for   such   Trustee's   or Administrator's   good  faith reliance  on the provisions  of this Declaration.   The provisions  of this Declaration,   to the extent  that they restrict  the duties  and liabilities  of the Administrators   or the Trustees  otherwise  existing  at  law or in equity,  are  agreed  by the  Sponsor  and  the  Holders  to replace  such other duties and liabilities  of the Administrators  or the Trustees.


(c)        All  payments   made  by  the  Institutional   Trustee   or  a  Paying   Agent  in respect  of  the  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 Institutional   Trustee  or a Paying  Agent  to make payments  in accordance with the terms hereof.  Each Holder,  by its acceptance  of a 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   and  the  Administrators    are  not personally   liable  to it for any  amount  distributable   in respect  of any  Security  or for any other liability in respect of any Security.  This Section 2.9( c) does not limit the liability  of the Trustees expressly  set forth elsewhere  in this Declaration  or, in the case of the Institutional  Trustee,  in the Trust Indenture  Act.


(d)        No   provision    of   this   Declaration    shall   be   construed    to   relieve   the Institutional  Trustee  from liability  for its own negligent  action, its own negligent  failure to act, or its own willful misconduct  or bad faith with respect to matters  that are within  the authority  of the Institutional  Trustee under this Declaration,  except that:


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

	
			
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(ii)        the  Institutional   Trustee   shall  not  be  liable  with  respect  to  any action  taken  or  omitted  to be  taken  by  it in good  faith  in  accordance   with  the direction  of the Holders  of not less than  a Majority  in liquidation  amount  of the Capital  Securities  or the Common  Securities,  as applicable,  relating  to the time,method  and place  of conducting   any proceeding   for any  remedy  available  to the Institutional    Trustee,   or   exercising    any   trust   or  power   conferred    upon   the Institutional  Trustee  under this Declaration;


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


(iv)       the Institutional   Trustee  shall  not be liable  for any interest  on any money   received   by  it  except   as  it  may  otherwise   agree   in  writing   with   the Sponsor;  and money  held by the Institutional  Trustee  need not be segregated  from other funds held by it except  in relation  to the Property  Account  maintained  by the Institutional    Trustee   pursuant   to   Section   2.8( c)(i)   and   except   to   the   extent otherwise  required  by law; and


(v)        the Institutional  Trustee  shall not be responsible   for monitoring   the compliance   by  the  Administrators    or  the  Sponsor   with  their  respective   duties under  this Declaration,   nor shall the Institutional  Trustee  be liable  for any default or misconduct  of the Administrators   or the Sponsor.


SECTION  2.10.    Certain  Rights  of  Institutional   Trustee.      Subject   to  the  provisions   of Section 2.9.


(a)        the Institutional  Trustee  may conclusively   rely and shall fully be protected in acting or refraining  from  acting  in good faith upon any resolution,  written  opinion  of counsel, certificate,   written  representation   of a Holder  or transferee,  certificate   of auditors   or any  other certificate,   statement,   instrument,   opinion,   report,   notice,   request,   direction,   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,  sent  or presented   by the proper  party  or parties;


(b)        if  (i)  in  performing   its  duties   under  this  Declaration,   the  Institutional Trustee  is required  to decide  between  alternative  courses  of action,  (ii) in construing   any of the provisions  of this Declaration,   the Institutional  Trustee  finds the same  ambiguous  or inconsistent with  any  other  provisions   contained   herein,  or  (iii)  the  Institutional   Trustee   is  unsure  of  the application   of any  provision   of this Declaration,   then,  except  as to any  matter  as to which  the Holders   of  Capital   Securities   are  entitled   to  vote  under   the  terms   of  this  Declaration,   the Institutional   Trustee  may  deliver  a notice  to the Sponsor  requesting  the  Sponsor's  opinion  as to the  course  of  action  to be taken  and  the Institutional   Trustee  shall  take  such  action,  or refrain from  taking  such  action,  as the Institutional   Trustee  in its sole discretion   shall  deem  advisable and in the  best  interests  of the  Holders,  in which  event  the Institutional   Trustee  shall  have  no liability except for its own negligence  or willful misconduct;


(c)        any direction  or act of the Sponsor  or the Administrators   contemplated   by this Declaration  shall be sufficiently  evidenced  by an Officers'  Certificate;


(d)        whenever    in   the   administration    of   this   Declaration,     the   Institutional Trustee   shall  deem   it  desirable   that  a  matter   be  proved   or  established    before   undertaking, suffering   

	
			
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or  omitting   any  action  hereunder,   the  Institutional   Trustee   (unless  other  evidence   is herein   specifically    prescribed)    may,   in  the   absence   of  bad   faith   on  its  part,   request   and conclusively   rely  upon  an  Officers'   Certificate   which,   upon  receipt   of  such  request,   shall  be promptly  delivered  by the Sponsor  or the Administrators;


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


(g)        the Institutional  Trustee  shall be under no obligation  to exercise  any of the rights or powers  vested  in it by this Declaration  at the request  or direction  of any of the Holders pursuant  to this Declaration,   unless  such Holders  shall  have  offered  to the Institutional   Trustee security   or  indemnity   reasonably   satisfactory   to  it  against  the  costs,   expenses   and  liabilities which  might  be  incurred   by  it  in  compliance   with  such  request   or  direction;   provided,   that nothing  contained  in this  Section  2.1 O(g) shall be taken to relieve  the Institutional   Trustee,  upon the  occurrence   of  an  Event  of Default   (of  which  the  Institutional   Trustee   has  knowledge   (as provided   in  Section   2.lO(m)  hereof))   that  has  not  been  cured  or  waived,   of  its  obligation   to exercise  the rights  and powers  vested  in it by this Declaration;


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


(i)         the Institutional  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 Institutional  Trustee  shall  not be responsible   for any misconduct   or negligence   on the part of, or for the supervision  of, any such agent or attorney  appointed  with due care by it hereunder;


(j)       whenever in the administration of this Declaration the Institutional Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Institutional Trustee (i) may request instructions from the Holders of the Common Securities and the Capital Securities, which instructions may be givenonly by the Holders  of the same proportion  in liquidation  amount  of the Common  Securities  and the Capital  Securities  as would  be entitled  to direct  the Institutional   Trustee  under  the terms  of the Common  Securities  and the Capital  Securities  in respect  of such remedy,  right or action,  (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (iii) shall be fully protected in acting in accordance with such instructions;


(k)       except   as   otherwise   expressly   provided   in   this   Declaration,   the Institutional Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Declaration;


(1)          when  the  Institutional Trustee  incurs  expenses  or  renders  services  in connection with a Bankruptcy Event, such expenses (including the  fees and expenses of its counsel) and the compensation 

	
			
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for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors rights generally;


(m)      the Institutional Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Institutional Trustee has actual knowledge of such event or the Institutional Trustee receives written notice of such event from any Holder, except with respect to an Event of Default pursuant to  Sections 5.0l(a),  5.0l(b)  or 5.0l(c)  of the Indenture (other than an Event of Default resulting from the default in the payment of Additional Interest or premium, if any, if the Institutional Trustee does not have actual knowledge or written notice that such payment is due and payable), of which the Institutional Trustee shall be deemed to have knowledge;


(n)       any action taken by the Institutional Trustee or its agents hereunder shall bind the Trust and the Holders of the Securities, and the signature of the Institutional Trustee or its agents alone shall be sufficient and effective to perform any such action and no third party shall be required to inquire as to the authority of the Institutional Trustee to so act or as to its compliance with any of the terms and provisions of this Declaration, both of which shall be conclusively evidenced by the Institutional Trustee's or its agent's taking such action; and


(o)       no provision of this Declaration shall be deemed to impose any duty or obligation on the Institutional 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 Institutional 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 Institutional Trustee shall be construed to be a duty.


SECTION 2.11.  Delaware Trustee.


Notwithstanding any other provision of this Declaration other than Section 4.2, the Delaware Trustee shall not be entitled to exercise any powers, nor shalJ the Delaware Trustee have any of the duties and responsibilities of any of the Trustees or the Administrators described in this Declaration (except as may be required under the Statutory Trust Act).  Except as set forth in  Section  4.2,  the  Delaware   Trustee   shall  be  a  Trustee   for  the  sole  and  limited  purpose   of fulfilling  the requirements  of§  3807 of the Statutory  Trust Act.


SECTION  2.12.    Execution  of Documents.


Unless  otherwise  determined  in writing by the Institutional  Trustee,  and except  as otherwise  required  by the Statutory  Trust Act, the Institutional  Trustee,  or any one or more of the Administrators,   as the case  may be,  is authorized  to execute  and deliver  on behalf  of the Trust any documents,  agreements,   instruments  or certificates  that the Trustees  or the Administrators,   as the case may be, have the power  and authority  to execute pursuant  to Section  2.6.


SECTION  2.13.  Not Responsible  for Recitals  or Issuance  of Securities.


The  recitals   contained   in  this  Declaration    and  the  Securities   (except   in  the certificate  of authentication   of the Institutional   Trustee)  shall  be taken  as the  statements  of the Sponsor,  and the Trustees  do not  assume  any responsibility   for their  correctness.   The  Trustees make  no  representations   as to the  value  or condition  of the  property  of  the  Trust  or  any part thereof.   The   Trustees   make   no  representations    as  to   the   validity   or   sufficiency    of  this Declaration,  the Debentures  or the Securities.


SECTION  2.14.  Duration    of   Trust.      The   Trust,   unless   dissolved    pursuant    to   the provisions  of Article  VII hereof,  shall have  existence  for thirty-five  (35) years  from  the Closing Date.

	
			
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SECTION  2.15.  Mergers.


(a)        The  Trust  may  not  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 corporation  or other Person,  except  as described  in this Section 2.15  and except  with respect to the distribution   of Debentures   to Holders  of Securities  pursuant  to  Section  7 .1 ( a)(iv)  of the Declaration  or Section 4 of Annex  I.


(b)       The Trust may, with the consent of the Administrators (which consent will not be unreasonably withheld) and without the consent of the Institutional Trustee, the Delaware Trustee or the Holders of the Capital Securities, consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to a trust organized as such under the laws of any state; provided, that:


(i)        if  the  Trust  is  not  the  survivor,   such  successor  entity  (the "Successor Entity") either:


(A)      expressly assumes all of the obligations of the Trust under the Securities; or


(B)    substitutes for the Securities other secunnes having substantially the same terms as the Securities (the "Successor Securities") so that the Successor Securities rank the same as the Securities rank withrespect to Distributions and payments upon Liquidation, redemption and otherwise;


(ii)      the  Sponsor  expressly  appoints,  as  the  holder  of  the  Capital Securities, a trustee of the Successor Entity that possesses the same powers and duties as the Institutional Trustee;


(iii)     the Capital Securities or any Successor Securities (excluding any securities substituted for the Common Securities) are  listed or quoted,  or any Successor Securities will be listed or quoted upon notification of issuance, on any national securities exchange or with another organization on which the Capital Securities are then listed or quoted, if any;


(iv)   such  merger,  consolidation,  amalgamation,  replacement, conveyance, transfer or lease does not cause the Capital Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, if the Capital Securities are then rated;


(v)    such  merger,  consolidation,  amalgamation,  replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Securities (including any Successor Securities) in any material respect (other than with respect to  any dilution of such Holders' interests in the Successor Entity as a result of such merger, consolidation, amalgamation or replacement);


(vi)     such Successor Entity has a purpose substantially identical to that of the Trust;


(vii)     prior to  such merger, consolidation, amalgamation, replacement, conveyance, transfer  or  lease, the  Trust has  received  a  written  opinion  of  a nationally  recognized  independent counsel  to  the  Trust  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 

	
			
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the Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holders' interests in the Successor Entity);


(B)    following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor the Successor Entity will be required to register as an Investment Company; and


(C)    following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Trust (or the Successor Entity) will continue to be classified as a grantor trust for United States federal income tax purposes;(viii)     the  Sponsor  guarantees   the  obligations   of  such  Successor   Entity under  the Successor  Securities  to the same extent  provided  by the Guarantee,  the Debentures  and this Declaration;  and


(ix)       prior  to  such  merger,   consolidation,    amalgamation,    replacement, conveyance,   transfer   or  lease,  the  Institutional   Trustee   shall  have  received   an Officers'  Certificate   of the Administrators   and an opinion  of counsel,  each to the effect  that all conditions   precedent  of this paragraph  (b) to such transaction   have been satisfied.


(c)        Notwithstanding    Section   2.15(b),   the  Trust   shall   not,  except   with   the consent  of Holders  of  100%  in  liquidation   amount  of the  Securities,   consolidate,   amalgamate, merge  with or into,  or be replaced   by, or convey,  transfer  or lease its properties  and assets  as an entirety   or  substantially   as  an  entirety   to,  any  other  Person   or  permit   any  other  Person   to consolidate,   amalgamate,   merge  with or into,  or replace  it if such consolidation,   amalgamation, merger,  replacement,   conveyance,  transfer  or lease would  cause  the Trust  or Successor  Entity  to be classified  as other than a grantor  trust for United  States federal  income  tax purposes.


ARTICLE  III 
SPONSOR


SECTION  3.1.  Sponsor's  Purchase   of  Common   Securities.     On  the  Closing  Date,  the Sponsor  will purchase  all of the Common  Securities  issued  by the Trust,  in an amount  at least equal to 3% of the capital of the Trust,  at the same time as the Capital  Securities  are sold.


SECTION  3.2.    Responsibilities    of the Sponsor.   In connection with the issue and sale of the Capital Securities, the Sponsor shall have the exclusive right and responsibility and sole decision to engage in, or direct the Administrators to engage in, the following activities:


(a)       to determine the States in which to take appropriate action to qualify or register for sale of all or part of the Capital Securities and to do any and all such acts, other than actions which must be taken by the Trust, and advise  the Trust of actions it must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Sponsor deems necessary or advisable  in  order to comply with the applicable laws of any such States;


(b)       to prepare for filing and request the Administrators to cause the filing by the Trust, as may be appropriate, of an application to  the  PORTAL  system, for  listing or quotation upon notice of issuance of any Capital Securities, as requested by the Holders of not less than a Majority in liquidation amount of the Capital Securities; and


(c)       to negotiate the terms of and/or execute and deliver on behalf of the Trust, the Placement Agreement, the Capital Securities Purchase Agreement and other related agreements providing for the sale of the Capital Securities

	
			
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ARTICLE IV
TRUSTEES  AND ADMINISTRATORS


SECTION  4.1.  Number  of Trustees.   The number  of Trustees  initially  shall be two,  and: 


(a)    at  any  time  before  the  issuance  of  any  Securities,    the  Sponsor  may,   by written instrument,   increase  or decrease  the number  of Trustees;  and


(b)        after  the  issuance of  any  Securities, the  number  of  Trustees  may  be increased or decreased by vote of the Holder of a Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holder  of the Common Securities; provided, however, that there shall be a Delaware Trustee if required by Section 4.2; and there shall always be one Trustee who shall  be the  Institutional Trustee, and  such Trustee  may also  serve as Delaware Trustee if it meets the applicable requirements,  in which case Section 2.11   shall have no application to such entity in its capacity as Institutional Trustee.


SECTION 4.2.   Delaware  Trustee.   If required by the Statutory Trust Act,  one Trustee (the "Delaware Trustee") shall be:


(a)       a natural person who is a resident of the State of Delaware; or


(b)        if not a natural person, an entity which is organized under the laws of the United States or any state thereof or the District of Columbia, has its principal place of business in the State of Delaware, and otherwise meets the requirements of applicable  law, including §3807 of the Statutory Trust Act.


SECTION 4.3.  Institutional Trustee: Eligibility.


(a)       There shall at all times be one Trustee which shall act as Institutional Trustee which shall:


(i)        not be an Affiliate of the Sponsor;


(ii)      not offer or provide credit or credit enhancement to the Trust; and


(iii)      be a banking corporation or national  association  organized and doing business under the laws of the United States of America or any state thereof or  of  the  District  of  Columbia  and  authorized  under  such  laws  to  exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S.  dollars ($50,000,000), and subject to supervision or examination by federal, state or District of Columbia authority. If such corporation or national association publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then for the purposes of this Section 4.3(a)(iii),  the combined capital and surplus of such corporation  or  national association 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 Institutional Trustee shall cease to be eligible to so act under Section 4.3(a), the Institutional Trustee shall immediately resign in the manner and with the effect set forth in Section 4.7.







(c)       If the Institutional Trustee bas or shall acquire any "conflicting interest" within the meaning of§  31 O(b) of the Trust Indenture Act, the Institutional Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to this Declaration.


(d)       The initial Institutional Trustee shall be JPMorgan Chase Bank, National Association.


SECTION 4.4.  Certain Qualifications of the Delaware Trustee Generally.  The Delaware Trustee shall be a U.S.  Person and either a natural person who is at least 21 years of age or a legal entity that shall act through one or more Authorized Officers.


SECTION 4.5.  Administrators.  Each Administrator shall be a U.S. Person.


There shall at all times be at least one Administrator. Except where a requirement for action by a specific number of Administrators is expressly set forth in this Declaration and except with  respect to  any  action the taking  of which  is the  subject of  a  meeting  of the Administrators, any action required or permitted to be taken by the Administrators may be taken by, and any power of the Administrators may be exercised by, or with the consent of, any one such Administrator acting alone.


SECTION 4.6.  Initial Delaware Trustee.   The initial Delaware Trustee shall be Chase Bank USA, National Association.


SECTION 4.7.  Appointment.  Removal   and  Resignation  of   the  Trustees  and  the Administrators.


(a)       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 this Section 4.7.


(b)        Subject to Section 4.7(a), a Relevant Trustee may resign at any time by giving written notice thereof to the Holders of the Securities and by  appointing a successor Relevant Trustee,  except  in the  case  of  the  Delaware Trustee's  successor  which  shall be appointed by Holders of a Majority in liquidation amount of the Common Securities. Upon the resignation of the Institutional Trustee, the Institutional Trustee shall appoint a successor by requesting from at least three Persons meeting the eligibility requirements their expenses and charges to serve as the successor Institutional Trustee on a form provided by the Administrators, and selecting the Person who agrees to the lowest reasonable expense and charges (the "Successor  Institutional Trustee"). If the instrument of acceptance by the successor Relevant Trustee required by this Section 4. 7 shall not have been delivered to the Relevant Trustee within 60 days after the giving of such notice of resignation or delivery of the instrument of removal, the Relevant Trustee may petition,  at the expense of the Trust,  any federal,  state or District of Columbia  court  of competent  jurisdiction   for the appointment   of a successor   Relevant  Trustee. Such court may thereupon,  after prescribing  such notice,  if any, as it may deem proper, appoint a Relevant Trustee. The  Institutional Trustee shall have no  liability for the  selection of  such successor pursuant to this Section 4.7.


(c)       Unless an Event of Default shall have occurred and be continuing, any Trustee may be removed at any time by an act of the Holders of a Majority in liquidation amount of the Common Securities. If  any Trustee shall be so removed, the Holders of the Common Securities, by act of the Holders of a Majority in liquidation amount of the Common Securities delivered to the Relevant Trustee, shall promptly appoint a successor Relevant Trustee, and such successor Trustee shall comply with the applicable requirements of this Section 4.7. If an Event of Default shall have occurred and be continuing, the Institutional Trustee or the Delaware Trustee, or both of them, may be removed by the act of the Holders of a Majority in liquidation amount of the Capital Securities, delivered to the Relevant Trustee (in its individual capacity and on behalf of the Trust). If any Trustee shall be so removed, the Holders of Capital Securities, by act of the Holders of a Majority in liquidation amount of the Capital Securities then outstanding delivered to  the  Relevant  Trustee,  





shall promptly  appoint  a  successor  Relevant  Trustee  or Trustees, and such successor Trustee shall comply with  the  applicable requirements  of this Section 4.7. If no successor Relevant Trustee shall have been so appointed by the Holders of a Majority in liquidation amount of the Capital Securities and accepted appointment in the manner required by this Section 4.7 within 30 days after delivery of an instrument of removal, the Relevant Trustee or any Holder who has been a Holder of the Securities for at least six months may, on behalf of himself and all others similarly situated, petition any federal, state or District of Columbia court of competent jurisdiction for the appointment of a successor Relevant Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a successor Relevant Trustee or Trustees.


(d)       The Institutional Trustee shall give notice of each resignation and each removal of a Trustee and each appointment of a successor Trustee to all Holders and to the Sponsor. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the Institutional Trustee.
(e)       Notwithstanding the foregoing or any other provision of this Declaration, in the event a Delaware Trustee who is a natural person dies or is adjudged by a court to have become incompetent or incapacitated, the  vacancy created by  such death,  incompetence or incapacity may be filled by the Institutional Trustee (provided the Institutional Trustee satisfies the requirements of a Delaware Trustee as set forth in Section 4.2) following the procedures in this Section 4.7 (with the successor being a Person who satisfies the eligibility requirement for a Delaware Trustee set forth in this Declaration) (the "Successor Delaware Trustee").


(f)        In case of the appointment hereunder of a successor Relevant Trustee, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the 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, powers, trusts and duties of the retiring Relevant Trustee with respect to the Securities and the Trust and (b) shall add to or change any of the provisions of this Declaration as  shall be necessary toprovide  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 Securities  and  the Trust  subject  to the payment  of all unpaid  fees,  expenses   and  indemnities   of such retiring  Relevant  Trustee.


(g)        No Institutional   Trustee  or Delaware  Trustee  shall  be liable  for the acts or omissions   to  act of  any  Successor   Institutional   Trustee  or  Successor   Delaware   Trustee,   as the case maybe.


(h)        The Holders  of the Capital  Securities  will have  no right  to vote to appoint, remove  or replace  the Administrators,   which  voting  rights  are vested  exclusively   in the Holders of the Common  Securities.


(i)         Any successor  Delaware  Trustee  shall file an amendment  to the Certificate of Trust  with the  Secretary  of State  of the State of Delaware  identifying   the name  and principal place of business  of such Delaware  Trustee  in the State of Delaware.


SECTION  4.8.  Vacancies  Among  Trustees.

	
			
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If a Trustee ceases to hold office for any reason and the number of Trustees is not reduced pursuant to Section 4.1,  or if the number of Trustees is increased pursuant to Section 4.1, a vacancy shall occur. A resolution certifying the existence of such vacancy by the Trustees or, if there are more than two, a majority of the Trustees shall be conclusive evidence of the existence of such vacancy. The vacancy shall be filled with a Trustee appointed in accordance with Section 4.7.


SECTION 4.9.  Effect of Vacancies.


The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee shall not operate to dissolve, terminate or annul the Trust or terminate this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled by the appointment of a Trustee in accordance with Section 4.7, the Institutional Trustee shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration.


SECTION 4.10.   Meetings of the Trustees and the Administrators.


Meetings of the Trustees or the Administrators shall be held from time to time upon the call of any Trustee or Administrator, as applicable. Regular meetings of the Trustees and the Administrators, respectively, may be in person in the United States or by telephone, at a place (if applicable) and time  fixed by resolution of the Trustees or  the Administrators,  asapplicable.  Notice  of any in-person  meetings  of the Trustees  or the Administrators   shall be hand delivered   or  otherwise   delivered   in  writing  (including by  facsimile,  with  a  hard  copy  by overnight courier) not less than 48 hours before such meeting. Notice of any telephonic meetings of the Trustees or the Administrators or any committee thereof  shall be hand delivered or otherwise delivered in writing (including by facsimile, with a hard copy by overnight courier) not less than 24 hours before a meeting. Notices shall contain a brief statement of the time, place and anticipated purposes of the meeting. The presence (whether in person or by telephone) of a Trustee or an Administrator, as the case may be, at a meeting shall constitute a waiver of notice of such meeting except where a Trustee or an Administrator, as the case may be,  attends a meeting for the express purpose of objecting to the transaction of any activity on the ground that the  meeting  has  not  been  lawfully  called  or  convened. Unless  provided  otherwise  in  this Declaration,  any action of the Trustees or the Administrators, as the case may be, may be taken at a meeting by vote of a majority of the Trustees or the Administrators present (whether in person or by telephone) and eligible to vote with respect to such matter; provided,  that, in the case of the Administrators, a Quorum is present, or without a meeting by the unanimous written consent of the Trustees or the Administrators, as the case may be. Meetings of the Trustees and the Administrators together shall be held from time to time upon the call of any Trustee or Administrator.


SECTION 4.11.     Delegation of Power.


(a)       Any Trustee or any Administrator, as the case may be, may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 that is a U.S. Person his or her power for the purpose of executing any documents, instruments or other writings contemplated in Section 2.6.


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


SECTION 4.12.   Merger. Conversion, Consolidation or Succession to Business.







Any Person into which the Institutional Trustee or the Delaware Trustee, as the case maybe,  may be merged or converted or with which either may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Institutional Trustee or the Delaware Trustee, as the case may be, shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Institutional Trustee or the Delaware Trustee, as the case may be, shall be the successor of the Institutional Trustee or the Delaware Trustee, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided such Person shall be otherwise qualified and eligible under this  Article  and, provided,  further,  that  such Person  shall  file  an  amendment to  the Certificate of Trust with the Secretary of State of the State of Delaware as contemplated in Section 4.7(i).


ARTICLEV 
DISTRIBUTIONS


SECTION  5.1.    Distributions.


(a)        Holders   shall   receive   Distributions    in  accordance    with   the  applicable terms  of the  relevant  Holder's  Securities.   Distributions   shall  be made  on the  Capital  Securities and the Common  Securities  in accordance  with the preferences   set forth  in their respective  terms. If and to  the  extent that  the  Debenture  Issuer makes a payment  of  interest (including  any Additional  Interest  or  Deferred  Interest)  or  premium,  if  any,  on  and/or  principal  on  the Debentures held by the Institutional Trustee (the amount of any such payment being a "Payment Amount"), the Institutional Trustee shall and is directed, to the extent funds are available in the Property Account for that purpose,  to make a distribution (a "Distribution") of the Payment Amount to Holders. For the avoidance of doubt, funds in the Property Account shall not be distributed to Holders to the extent of any taxes payable by the Trust, in the case of withholding taxes, as determined by the Institutional Trustee or any Paying Agent and, in the case of taxes other than withholding tax taxes, as determined by the Administrators in a written notice to the Institutional Trustee.


(b)       As a  condition  to  the payment  of  any principal  of  or  interest on  the Securities without  the  imposition  of  withholding  tax,  the  Administrators  shall  require  the previous delivery of properly completed and signed applicable U.S. federal income tax certifications (generally, an Internal Revenue Service Form W-9 (or applicable successor form) in the case of a person that is a "United States person" within the meaning of Section 770l(a)(30) of the Code or an Internal Revenue Service Form W-8 (or applicable successor form) in the case of a person that is not a "United States person" within the meaning of Section 7701(a)(30) of the Code, and any other certification acceptable to it to enable the Institutional Trustee or any Paying Agent to  determine their respective  duties and  liabilities with  respect to  any taxes or other charges that they may be required to pay, deduct or withhold in respect of such Securities.


ARTICLE VI 
ISSUANCE OF SECURITIES


SECTION 6.1.  General Provisions Regarding Securities.


(a)       The Administrators shall on behalf of the Trust issue one series of capital securities, evidenced by  a certificate  substantially  in the  form of  Exhibit  A-1, representing undivided beneficial interests in the assets of the Trust and having such terms as are set forth in Annex  I  (the  "Capital  Securities"),  and  one  series  of  common  securities,  evidenced  by  a certificate substantially in the form of Exhibit A-2, representing undivided beneficial interests in the assets of the  Trust  and having  such terms  as are  set  forth  in Annex  I  (the  "Common Securities"). The Trust shall issue no securities or other interests in the assets of the Trust other than the Capital Securities and the Common Securities. The Capital Securities rank pari passu and payment thereon shall be made Pro Rata with the Common Securities except that, where an Event of Default has occurred and is continuing, the rights of Holders of the Common 





Securities to payment in respect of Distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights to payment of the Holders of the Capital Securities.


(b)        The  Certificates   shall  be  signed  on  behalf  of  the  Trust  by  one  or  more Administrators.   Such  signature  shall be the facsimile  or manual  signature  of any Administrator. In case any Administrator   of the Trust who  shall have signed  any of the Securities  shall cease to be  such  Administrator   before  the  Certificates   so  signed  shall  be  delivered   by  the  Trust,  such Certificates   nevertheless  may be delivered  as though  the person  who  signed  such Certificates  had not  ceased  to be such  Administrator.    Any  Certificate  may  be  signed  on behalf  of the Trust  by such person  who,  at the  actual  date  of execution  of such  Security,   shall  be an Administrator   of the Trust,  although  at the date of the execution  and delivery  of the Declaration   any such person was not  such  an Administrator.   A Capital  Security  shall  not  be valid  until  authenticated   by the manual  signature  of an Authorized   Officer  of the Institutional   Trustee.  Such  signature  shall  be conclusive   evidence   that  the  Capital  Security  has  been  authenticated    under  this  Declaration. Upon  written  order  of  the  Trust  signed  by  one  Administrator,    the  Institutional    Trustee   shall authenticate   the  Capital   Securities   for original   issue.   The  Institutional   Trustee   may  appoint  an authenticating   agent  that  is  a U.S.   Person  acceptable   to  the  Trust  to  authenticate   the  Capital Securities.   A Common  Security  need  not be so authenticated    and shall  be valid  upon  execution by one or more Administrators.


(c)        The consideration   received  by the Trust  for the issuance  of the Securities shall  constitute   a contribution   to the  capital  of the  Trust  and  shall  not  constitute   a loan  to the Trust.


(d)        Upon   issuance   of  the  Securities   as  provided   in  this  Declaration,    the Securities  so issued shall be deemed  to be validly  issued,  fully paid  and non-assessable,   and each Holder thereof  shall be entitled  to the benefits  provided  by this Declaration.


(e)        Every Person,  by virtue  of having  become  a Holder  in accordance with the terms of this Declaration, shall be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Declaration and the Guarantee.


SECTION 6.2.   Paving Agent. Transfer Agent, Calculation Agent and Registrar.


(a)       The Trust shall maintain in New York, New York, an office or agency where the Securities may be presented for payment (the "Paying  Agent"), and an office or agency where Securities may be presented for registration of transfer or exchange (the "Transfer Agent"). The Trustee hereby appoints the Institutional Trustee as Paying  Agent and Transfer Agent at  JPMorgan Chase  Bank,  National  Association,  WSS  Window,  4 New  York  Plaza, Ground Floor, New York, New York 10004, Attn: Worldwide Securities Services (Houston) - Central Bancorp Statutory Trust I.   The Trust shall also keep or cause to be kept a register for the purpose of registering Securities and transfers and exchanges of Securities, such register to be held by a registrar (the "Registrar").  The Administrators may appoint the Paying Agent, the Registrar and the Transfer Agent, and may appoint one or more additional Paying Agents, one or more  co-Registrars, or  one or more  co-Transfer Agents in  such  other  locations  as it  shall determine. The term "Paying Agent" includes any additional Paying Agent, the term "Registrar" includes any additional Registrar or co-Registrar and the term "Transfer Agent" includes any additional Transfer Agent or co-Transfer Agent. The Administrators may change any Paying Agent, Transfer Agent or Registrar at any time without prior notice to any Holder. The Administrators shall notify the Institutional Trustee of the name and address of any PayingAgent,  Transfer  Agent  and  Registrar  not a party  to this Declaration.   The  Administrators   hereby initially  appoint  the  Institutional   Trustee  to act  as Registrar   for the  Capital  Securities   and  the Common  Securities  at its Corporate  Trust Office.  The Institutional   Trustee  or any of its Affiliates in the United  States may act as Paying  Agent,  Transfer  Agent or Registrar.



	
			
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(b)        The  Trust  shall  also  appoint  a Calculation   Agent,  which  shall  determine the Coupon  Rate  in accordance  with  the terms  of the Securities.  The Trust  initially  appoints  the Institutional  Trustee  as Calculation  Agent.


SECTION  6.3.  Form and Dating.


(a)        The   Capital    Securities    and   the   Institutional     Trustee's    certificate    of authentication    thereon   shall  be  substantially    in  the  form  of  Exhibit   A-1,   and  the  Common Securities  shall be substantially   in the form of Exhibit  A-2, each of which  is hereby  incorporated in and expressly  made a part of this Declaration.   Certificates  may be typed,  printed,  lithographed or  engraved   or  may  be  produced   in  any  other  manner   as  is  reasonably    acceptable   to  the Administrators,   as conclusively   evidenced  by their  execution  thereof.  The  Certificates   may have letters,  numbers,   notations  or other  marks  of  identification   or designation   and  such  legends  or endorsements   required  by law,  stock  exchange  rule,  agreements  to which  the Trust  is subject,  if any, or usage (provided, that any such notation, legend or endorsement is in a form acceptable to the  Sponsor). The Trust  at  the  direction of the  Sponsor shall  furnish  any such  legend not contained in Exhibit A-1 to the Institutional Trustee in writing. Each Capital Security shall be dated the date of its authentication. The terms and provisions of the Securities set forth in Annex I and the forms of Securities set forth in Exhibits A-1 and A-2 are part of the terms of this Declaration and to the extent  applicable,  the Institutional Trustee, the Delaware Trustee,  the Administrators and the Sponsor, by their execution and delivery of this Declaration, expressly agree to such terms and provisions and to be bound thereby. Capital Securities will be issued only in blocks having a stated liquidation amount of not less than $100,000  and multiples of $1,000 in excess thereof.


(b)       The Capital Securities sold by the Trust to the initial purchasers pursuant to the Placement Agreement and the Capital Securities Purchase Agreement shall be issued in definitive form, registered in the name of the Holder thereof, without  coupons  and with the Restricted Securities Legend.


SECTION 6.4. Mutilated, Destroved. Lost or Stolen Certificates.  If:   (a) any mutilated Certificates should be surrendered to the Registrar, or if the Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate; and (b) there shall be delivered to the Registrar, the Administrators and the Institutional Trustee such security or indemnity as may be required by them to hold each of them harmless; then, in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, an Administrator on behalf of the Trust shall execute (and in the case of a Capital Security Certificate, the institutional Trustee shall authenticate) and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like denomination. In connection with the issuance of any new Certificate under this  Section 6.4, the Registrar or the  Administrators  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 Certificate issued pursuant to this Section shall constitute conc]usive  evidence  of an ownership   interest  in the  relevant  Securities,   as if originally  issued, whether  or not the lost, stolen or destroyed  Certificate  shall be found  at any time.


SECTION  6.5.  Temporary   Securities.    Until  definitive  Securities  are ready  for delivery, the  Administrators    may  prepare   and,  in  the  case  of  the  Capital   Securities,   the  Institutional Trustee  shall  authenticate,   temporary   Securities.  Temporary   Securities   shall  be substantially   in form   of   definitive    Securities    but   may   have   variations    that   the   Administrators     consider appropriate   for  temporary   Securities.    Without   unreasonable    delay,   the  Administrators    shall prepare   and,  in  the  case  of  the  Capital  Securities,   the  Institutional   Trustee   shall  authenticate definitive  Securities  in exchange  for temporary  Securities.


SECTION  6.6.    Cancellation.      The Administrators   at any time  may  deliver  Securities  to the  Registrar   for  cancellation.    The  Registrar   shall  forward   to  the  Institutional    Trustee   any 





Securities  surrendered  to it for registration  of transfer,  redemption   or payment.  The Institutional Trustee  shall  promptly   cancel  all  Securities   surrendered   for  registration   of  transfer,  payment, replacement  or cancellation   and shall dispose  of such canceled  Securities  in accordance  with  its standard  procedures  or otherwise  as the Administrators   direct.  The Administrators   may not issue new  Securities   to replace   Securities   that  have  been  paid  or  that  have  been  delivered   to  the Institutional  Trustee  for cancellation.


SECTION  6.7.  Rights of Holders:  Waivers  of Past Defaults.


(a)        The   legal   title   to   the   Trust   Property    is   vested    exclusively    in   the Institutional   Trustee  (in  its capacity  as  such)  in accordance   with  Section  2.5,   and  the  Holders shall not have any right or title therein other than the undivided  beneficial  interest  in the assets of the Trust  conferred  by their  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 Securities  shall be personal  property  giving  only the rights  specifically  set forth therein  and in this Declaration. The   Securities   shall  have   no,  and  the  issuance   of  the  Securities   shall   not  be  subject   to, preemptive  or other  similar  rights  and when  issued  and delivered  to Holders  against  payment  of the purchase  price therefor,   the Securities  will be fully paid and nonassessable   by the Trust.


(b)        For  so  long  as  any  Capital   Securities   remain   outstanding,    if,  upon  an Indenture   Event  of  Default  under  Sections  5.0l(c),   (e)  or  (f)  of  the  Indenture,   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 not less than  a Majority  in liquidation  amount  of the Capital  Securities then  outstanding   shall  have  the  right  to  make  such  declaration   by  a  notice  in writing  to the Institutional Trustee, the Sponsor and the Debenture Trustee.


(c)       Upon an Indenture Event of Default under Sections 5.0l(c),  (e) or (f) at any time after a declaration of acceleration of maturity of 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 provided in the Indenture, if the Institutional Trustee, subject to the provisions hereof, fails to annul any such declaration and waive such default, the Holders  of not less than a Majority in liquidation amount of the Capital Securities, by written notice to the InstitutionalTrustee,  the Sponsor  and the Debenture  Trustee,  may  rescind  and annul  such declaration  and its consequences  if:


(i)         the  Sponsor  has  paid  or  deposited   with  the  Debenture   Trustee  a sum sufficient  to pay


(A)       all overdue  installments  of interest  on all of the Debentures; 


(B)       any accrued Deferred  Interest  on all of the Debentures;


(C)       all  payments   on  any  Debentures   that  have   become   due otherwise    than   by   such   declaration    of   acceleration    and   interest   and Deferred  Interest thereon  at the rate borne by the Debentures;   and


(D)       all sums paid  or advanced  by the Debenture  Trustee  under the Indenture and the reasonable  compensation,  documented  expenses, disbursements   and advances  of the Debenture  Trustee  and the Institutional 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 or premium,  if any,  on the Debentures   that  has become  due solely by such acceleration,  have been cured or waived  as provided  in Section 5.07 of the Indenture.


(d)       The Holders  of not  less than a Majority in  liquidation amount of the Capital Securities may, on behalf of the Holders of all the Capital Securities, waive any past default or Event of Default, except a default or Event of Default in the payment of principal of or premium, if any, or interest (unless such default or Event of 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 or Event of Default in respect of a covenant or provision that 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.


(e)       Upon receipt by the Institutional Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of any part of the Capital Securities, a record date shall be established for determining Holders of outstanding Capital Securities entitled to join in such notice, which record date shall be at the close of business on the day the Institutional 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 that 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 awritten  notice  that 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 6.7.


(f)        Except as otherwise provided in this Section 6. 7,  the Holders of not less than a Majority in liquidation amount of the Capital Securities may, on behalf of the Holders of all the Capital Securities, waive any past default or Event of Default and its consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default  arising  therefrom  shall  be  deemed to  have  been  cured,  for  every  purpose  of  this Declaration, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.




ARTICLE VII
DISSOLUTION AND TERMINATION OF TRUST


SECTION 7.1.  Dissolution and Termination of Trust.


(a)       The Trust shall dissolve on the first to occur of


(i)        unless earlier dissolved, on March 15, 2041, the expiration of the term of the Trust;


(ii)       a Bankruptcy Event with respect to the Sponsor, the Trust or the
Debenture Issuer;


(iii)      (other than in connection with a merger, consolidation or similar transaction not prohibited by the Indenture, this Declaration or the Guarantee, as the case may be) the filing of a certificate of dissolution or its equivalent with respect to the Sponsor or upon the revocation 

	
			
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of the charter of the Sponsor and the expiration of 90 days after the date of revocation without a reinstatement thereof;


(iv)      the  distribution of all of the  Debentures  to  the  Holders  of the Securities, upon exercise of the right of the Holders  of all of the outstanding Common Securities to dissolve the Trust as provided in Annex I hereto;


(v)       the entry of a decree of judicial dissolution of any Holder of the
Common Securities, the Sponsor, the Trust or the Debenture Issuer;


(vi)      when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof shall have been paid to the Holders in accordance with the terms of the Securities; or


(vii)    before the issuance of any Securities, with the consent of all of the
Trustees and the Sponsor.


(b)       As soon as is practicable after the occurrence of an event referred to in Section 7.l(a),   and  after  satisfaction of  liabilities to  creditors  of  the  Trust  as  required  by applicable law, including Section 3808 of the Statutory Trust Act, and subject to the terms set forth in Annex I,  the Delaware Trustee, when notified in writing  of the completion  of thewinding  up of the Trust  in accordance  with the Statutory  Trust  Act,  shall  terminate  the Trust  by filing,  at the  expense  of the Sponsor,   a certificate  of cancellation   with  the  Secretary  of State  of the State of Delaware. of the Trust.


(c)        The provisions   of Section  2.9  and Article  IX shall  survive  the terminatio


ARTICLE VIII 
TRANSFER OF  INTERESTS


SECTION  8.1.    General.


(a)        Subject   to  Section   6.4  and  Section   8.l(c),    when   Capital   Securities   are presented  to the Registrar  with  a request  to register  a transfer  or to exchange  them  for an equal number  of Capital  Securities  represented  by different  Certificates,   the Registrar  shall register  the transfer  or make  the  exchange  if the requirements   provided  for herein  for such  transactions   are met. To permit  registrations   of transfers  and exchanges,  the Trust  shall  issue and the Institutional Trustee  shall authenticate   Capital  Securities  at the Registrar's  request.


(b)        Upon  issuance  of the  Common  Securities,   the  Sponsor  shall  acquire  and retain   beneficial   and  record   ownership   of  the  Common   Securities   and,   for  so  long   as  the Securities   remain   outstanding,   the  Sponsor   shall  maintain   100%  ownership   of  the  Common Securities;   provided,   however,  that  any permitted   successor  of the  Sponsor  under  the Indenture that is a U.S. Person  may succeed  to the Sponsor's  ownership  of the Common  Securities.


( c)        Capital   Securities   may   only   be   transferred,    in   whole   or   in  part,   in accordance  with  the  terms  and  conditions   set  forth  in this  Declaration   and  in the  terms  of the Capital  Securities.    To  the  fullest  extent  permitted   by applicable   law,  any  transfer  or purported transfer  of any Security  not made  in accordance  with  this Declaration   shall  be null and void and will be deemed  to be of no legal  effect  whatsoever   and any such  transferee  shall  be deemed  not to  be  the  holder   of  such  Capital  Securities   for  any  purpose,   including   but  not  limited  to  the receipt  

	
			
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of Distributions   on such  Capital  Securities,  and  such transferee   shall  be deemed  to have no interest  whatsoever  in such Capital  Securities.


(d)        The   Registrar    shall   provide   for  the   registration    of  Securities   and   of transfers  of Securities,  which  will be effected  without  charge  but only upon  payment  (with  such indemnity  as the Registrar  may require)  in respect  of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Securities, the Registrar shall cause one or more new Securities to be issued in the name of the designated transferee or transferees. Any  Security issued upon  any registration  of transfer or exchange pursuant to the terms of this Declaration shall evidence the same Security and shall be entitled to the same benefits under this Declaration as the Security surrendered upon such registration of transfer  or   exchange.   Every   Security  surrendered   for  registration   of   transfer   shall  be accompanied by  a written  instrument of  transfer in  form satisfactory  to  the  Registrar  duly executed by  the Holder  or such Holder's attorney duly authorized  in writing.  Each Security surrendered for registration of transfer shall be canceled by the Institutional Trustee pursuant to Section  6.6.     A  transferee  of  a  Security  shall  be  entitled  to  the  rights  and  subject  to  the




obligations   of  a  Holder   hereunder    upon   the  receipt   by  such   transferee    of  a  Security.   By acceptance   of  a Security,  each  transferee   shall  be deemed  to have  agreed  to be  bound  by this Declaration.


(e)        Neither  the  Trust  nor  the  Registrar  shall  be required   (i) to issue,  register the transfer  of, or exchange  any  Securities  during  a period  beginning   at the opening  of business 15 days  before  the day  of any  selection  of Securities  for redemption   and  ending  at the close  of business  on the earliest  date  on which  the relevant  notice  of redemption   is deemed  to have been given to all Holders  of the Securities  to be redeemed,   or (ii) to register  the transfer  or exchange of any Security  so selected  for redemption   in whole  or in part,  except  the unredeemed  portion  of any Security  being redeemed  in part.


SECTION  8.2.   Transfer  Procedures  and Restrictions.


(a)        The  Capital   Securities   shall  bear  the  Restricted    Securities   Legend   (as defined   below),   which   shall   not  be  removed   unless   there   is  delivered   to  the  Trust   such satisfactory   evidence,   which  may  include  an opinion   of  counsel  reasonably   acceptable   to  the Administrators   and the  Institutional   Trustee,  as may  be reasonably   required  by the Trust  or the Institutional   Trustee,  that  neither  the legend  nor  the restrictions   on transfer  set  forth  therein  are required  to ensure  that transfers  thereof  comply  with the provisions   of the Securities  Act or that such  Securities   are  not  "restricted"   within  the  meaning  of  Rule  144 under  the  Securities   Act. Upon provision  of such satisfactory  evidence,  the Institutional   Trustee,  at the written  direction  of the  Administrators,     shall   authenticate    and   deliver   Capital   Securities    that   do  not   bear   the Restricted  Securities  Legend  (other than the legend contemplated   by Section  8.2(d)).


(b)        When  Capital  Securities   are presented   to the Registrar   (x) to register  the transfer   of  such  Capital   Securities,   or  (y)  to  exchange   such  Capital   Securities   for  an  equal number  of Capital  Securities  represented  by different  Certificates,   the Registrar  shall register  the transfer  or make the exchange  as requested  if its reasonable  requirements   for such transaction   are met;  provided,   however,   that  the  Capital   Securities   surrendered   for  registration   of  transfer  or exchange   shall  be  duly  endorsed   or  accompanied   by  a written  instrument   of  transfer  in  form reasonably   satisfactory   to  the  Administrators,    the  Institutional   Trustee  and  the  Registrar,   duly executed  by the Holder  thereof  or his attorney  duly authorized  in writing.



	
			
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(c)        Except  as permitted   by Section  8.2(a),   each  Capital  Security  shall  bear  a legend (the "Restricted  Securities  Legend")  in substantially  the following  form:


THIS  SECURITY   HAS  NOT  BEEN  REGISTERED   UNDER  THE  SECURITIES   ACT OF   1933,    AS  AMENDED    (THE   "SECURITIES    ACT"),   OR   ANY   STATE   SECURITIES LAWS  OR ANY  OTHER  APPLICABLE   SECURITIES   LAWS.  NEITHER   THIS  SECURITY NOR   ANY   INTEREST    OR  PARTICIPATION     HEREIN   MAY   BE  REOFFERED,    SOLD, ASSIGNED,   TRANSFERRED,    PLEDGED,   ENCUMBERED    OR  OTHERWISE    DISPOSED OF IN THE  ABSENCE   OF SUCH  REGISTRATION   OR UNLESS  SUCH  TRANSACTION   IS EXEMPT   FROM,   OR  NOT   SUBJECT   TO,  THE  REGISTRATION     REQUIREMENTS     OF THE   SECURITIES    ACT.   THE   HOLDER   OF  THIS   SECURITY    BY   ITS  ACCEPTANCE HEREOF   AGREES   TO  OFFER,   SELL  OR  OTHERWISE    TRANSFER    SUCH   SECURITY ONLY  (A)  TO  THE  DEBENTURE    ISSUER  OR  THE  TRUST,   (B)  PURSUANT    TO  RULE144A UNDER  THE SECURITIES  ACT ("RULE  144A") TO A PERSON  THE HOLDER REASONABLY    BELIEVES   IS  A  "QUALIFIED   INSTITUTIONAL    BUYER"   AS  DEFINED IN RULE  144A THAT  PURCHASES   FOR  ITS OWN  ACCOUNT   OR FOR  THE  ACCOUNT OF A QUALIFIED   INSTITUTIONAL    BUYER  TO  WHOM  NOTICE   IS GIVEN THAT THE TRANSFER IS  BEING  MADE IN  RELIANCE  ON RULE  144A, (C)  TO  A  "NON U.S. PERSON"   IN  AN   "OFFSHORE  TRANSACTION"  PURSUANT   TO   REGULATIONS UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN  "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT  WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH,  ANY  DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE  DEBENTURE ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY  SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.


THE HOLDER OF THIS  SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.


THE  HOLDER  OF  THIS  SECURITY  BY  ITS  ACCEPTANCE  HEREOF  ALSO AGREES, REPRESENTS AND  WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL  RETIREMENT  ACCOUNT   OR   OTHER  PLAN   OR   ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF  1974, AS  AMENDED  ("BRISA"), OR  SECTION  4975  OF  THE  INTERNAL  REVENUE CODE OF  1986, AS AMENDED (THE   "CODE"), (EACH  A  "PLAN"), OR AN ENTITY WHOSE UNDERLYING  ASSETS  INCLUDE  "PLAN  ASSETS"  BY  REASON  OF  ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY  INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTION RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR 

	
			
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ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF BRISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY  PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF BRISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING  ON BEHALF  OF AN  EMPLOYEE  BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF BRISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.


IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THE CERTIFICATE WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND RESTATED   DECLARATION   OF   TRUST   TO   CONFIRM   THAT   THE   TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


THIS  SECURITY  WILL  BE ISSUED AND  MAY  BE TRANSFERRED  ONLY IN BLOCKS HAYING  A  LIQUIDATION  AMOUNT OF NOT  LESS  THAN  $100,000  AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAYING A LIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.


(d)       Capital Securities may only be transferred in minimum blocks of $100,000 aggregate liquidation amount (100 Capital Securities) and multiples of $1,000  in excess thereof. Any attempted transfer of Capital Securities in a block having an aggregate liquidation amount of less than $100,000 shall be deemed to be void and of no legal effect whatsoever. Any such purported transferee  shall be deemed not to be a Holder of such Capital  Securities for any purpose, including, but not limited to, the receipt of Distributions on such Capital Securities,  and such purported  transferee  shall be  deemed  to  have  no  interest whatsoever  in  such  Capital Securities.


(e)       Each party hereto understands and hereby agrees that the Initial Purchaser is intended solely to be  an interim holder of the Capital  Securities and  is purchasing such securities  to facilitateconsummation  of  the  transactions  contemplated  herein  and  in  the documents ancillary hereto. Notwithstanding any provision in this Declaration to the contrary, the Initial Purchaser shall have the right upon notice (a "Transfer Notice") to the Institutional Trustee and the Sponsor to transfer title in and to the Capital Securities;  provided the Initial Purchaser shall take reasonable steps to ensure that such transfer is exempt from registration under the Securities Act of 1933, as amended, and rules promulgated thereunder. Any Transfer Notice delivered to the Institutional Trustee and Sponsor pursuant to the preceding sentence shall indicate the aggregate liquidation amount of Capital Securities being transferred, the name and  address   of   the   transferee   thereof   (the   "Transferee")   and   the   date   of   such   transfer. Notwithstanding any provision  in this Declaration to the contrary, the transfer by the Initial Purchaser of title in and to the Capital Securities pursuant to a Transfer Notice shall not besubject  to any requirement   relating  to Opinions  of Counsel,  Certificates   of Transfer  or any other Opinion  or Certificate  applicable  to transfers  hereunder  and relating  to Capital  Securities.



	
			
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(f)       Neither  the Institutional   Trustee  nor  the Registrar  shall  be responsible   for ascertaining   whether  any transfer  hereunder   complies  with  the registration   provisions   of or any exemptions  from the Securities  Act, applicable  state securities  laws or the applicable  laws of any other jurisdiction,   ERJSA, the Code or the Investment  Company  Act.


SECTION  8.3.  Deemed  Security  Holders.    The  Trust,  the Administrators,   the Trustees, the Paying  Agent,  the Transfer  Agent  or the Registrar  may  treat the Person  in whose  name  any Certificate  shall  be registered  on the books  and records  of the Trust  as the  sole  holder  of such Certificate   and  of  the  Securities   represented   by  such  Certificate    for  purposes   of  receiving Distributions   and  for  all  other  purposes   whatsoever   and,  accordingly,   shall  not  be  bound  to recognize   any  equitable   or  other  claim  to  or  interest  in  such  Certificate   or  in  the  Securities represented   by  such  Certificate   on  the  part   of  any  Person,   whether   or  not   the  Trust,   the Administrators,   the  Trustees,  the Paying  Agent,  the Transfer  Agent  or the  Registrar  shall  have actual or other notice  thereof.


ARTICLE  IX
LIMITATION   OF LIABILITY  OF HOLDERS 
OF SECURITIES,   TRUSTEES  OR OTHERS


SECTION  9.1.  Liability.


(a)        Except  as  expressly   set  forth  in this  Declaration,   the  Guarantee   and  the terms of the Securities,  the Sponsor  shall not be:


(i)         personally    liable   for  the   return   of   any  portion   of  the  capital contributions   (or any return  thereon)  of the Holders  of the Securities  which  shall be made solely  from assets of the Trust;  and


(ii)        required  to pay to the Trust  or to any Holder  of the Securities  any deficit  upon dissolution  of the Trust or otherwise.


(b)        The  Holder  of the  Common  Securities  shall  be liable  for all of the debts and obligations  of the Trust  (other  than with respect  to the Securities)  to the extent  not satisfied out of the Trust's  assets.


(c)        Except  to the extent  provided  in Section  9. l(b),  and pursuant  to § 3803(a) of the Statutory  Trust Act, the Holders  of the Securities  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,   except  as  otherwise   specifically   set  forth herein.


SECTION  9.2.  Exculpation.


(a)        No  Indemnified   Person   shall  be   liable,   responsible    or  accountable   in damages  or otherwise  to the Trust or any Covered  Person  for any loss, damage  or claim incurred by reason of any act or omission  performed  or omitted  by such Indemnified  Person  in good faith on behalf  of the Trust and in a manner  such Indemnified  Person  reasonably  believed  to be within the scope  of the authority  conferred  on such Indemnified   Person  by this Declaration   or by law, except that an Indemnified  Person  (other than an Administrator)   shall be liable  for any such loss, damage   or  claim   incurred   by  reason   of  such   Indemnified    Person's    negligence   or  willful misconduct   or bad  faith with  respect  to such  acts or omissions  and except  that an Administrator shall  be  liable  for any  such  loss,  damage  or claim  incurred  by reason  of  such  Administrator's gross negligence  or willful  misconduct  or bad faith with respect  to such acts or omissions.



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


(c)       It is expressly understood and agreed by the parties hereto that insofar as any document, agreement or certificate is executed on behalf of the Trust by any Trustee (i) such document,  agreement  or  certificate  is  executed  and  delivered  by  such  Trustee,  not  in  its individual capacity, but solely as Trustee under this Declaration in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements made on the part of the Trust is made and intended not as representations, warranties, covenants, undertakings and agreements by any Trustee in its individual capacity, but is made and intended for the purpose of binding only the Trust and (iii) under no circumstances shall any Trustee in its individual capacity be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Declaration or any other document, agreement or certificate. This Section 9.2(c) is not intended to excuse the Trustee for breaches of its responsibilities and obligations under any documents executed in its capacity as Trustee and not on behalf of the Trust.


SECTION 9.3.   Fiduciary Duty.


(a)       To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to any other Covered Person, an Indemnified Person acting under this Declaration shall not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this Declaration. The provisions of this Declaration, to the extent that they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity (other than the duties imposed on the Institutional Trustee under the Trust Indenture Act), are agreed by the parties hereto to replace such other duties and liabilities of the Indemnified Person.


(b)       Whenever  in  this  Declaration  an  Indemnified  Person  is  permitted  or required to make a decision:
(i)         in   its   "discretion"    or   under   a  grant   of   similar   authority,    the Indemnified   Person  shall  be entitled  to consider   such  interests   and  factors  as  it desires,   including   its own  interests,  and  shall  have  no  duty  or obligation   to give any  consideration   to  any  interest  of  or  factors  affecting   the  Trust  or  any  other Person;   or


(ii)        in   its   "good   faith"   or   under    another    express    standard,    the Indemnified   Person  shall act under  such express  standard  and shall not be subject to  any  other  or different  standard   imposed  by  this  Declaration   or  by  applicable law.


SECTION  9.4.   Indemnification.


(a)        (i)         The  Sponsor   shall  indemnify,    to  the  fullest   extent  permitted   by law, any Indemnified   Person  who  was or is a party  or is threatened   to be made  a party  to any threatened,  pending  or completed  action,  suit or proceeding,   whether civil,  criminal,  administrative   or investigative   (other  than  an action  by  or in the right  of the Trust)  by reason  of the fact that such Person  is or was an Indemnified Person  against  expenses  (including  attorneys'  fees and expenses),judgments,      fines and  amounts  paid  in settlement  actually  and reasonably   incurred  by 

	
			
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such  Person in connection   with  such  action,   suit  or proceeding   if such  Person  acted  in good faith  and in a manner  such Person  reasonably  believed  to be in or not opposed  to the  best   interests   of  the  Trust,    and,  with   respect   to   any  criminal   action   or proceeding,   had  no reasonable   cause  to believe  such  conduct  was  unlawful.  The termination    of  any  action,   suit  or  proceeding   by  judgment,    order,   settlement, conviction,  or upon a plea of nolo contendere  or its equivalent,   shall not, of itself, create  a presumption   that the Indemnified  Person  did not act in good faith and in a manner  which  such Person  reasonably  believed  to be in or not opposed  to the best interests  of the Trust,  and, with  respect  to any criminal  action  or proceeding,   had reasonable  cause to believe  that such conduct  was unlawful.


(ii)        The  Sponsor   shall  indemnify,   to the  fullest  extent permitted by law, any Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that such Person is or was an Indemnified Person against expenses (including attorneys' fees and expenses) actually and reasonably incurred by such Person in connection with the defense or settlement of such action or suit if such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Trust and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such Indemnified Person shall have been adjudged to be liable to the Trust, unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but  in  view  of  all  the  circumstances  of  the  case,  such  Person  is  fairly  and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.




(iii)      To the extent that an Indemnified Person shall be successful on the merits or otherwise (including dismissal of an action without prejudice or the settlement of an action without admission of liability) in defense of any action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a), or in defense of any claim, issue or matter therein, such Person shall be indemnified, to the fullest extent permitted by law, against expenses (including attorneys' fees and expenses) actually and reasonably incurred by such Person in connection therewith.


(iv)      Any indemnification of an Administrator under paragraphs (i) and (ii) of this Section 9.4(a) (unless ordered by a court) shall be made by the Sponsor only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because such Person has met the applicable standard of conduct set forth in paragraphs (i) and (ii). Such determination shall be made (A) by the Administrators by a majority vote of a Quorum consisting of such Administrators who were not parties to such action, suit or proceeding, (B) if such a Quorum is not obtainable, or, even if obtainable, if  a  Quorum of  disinterested Administrators so  directs,  by  independent  legal counsel in a written opinion, or (C) by the Common Security Holder of the Trust.


(v)       To  the  fullest  extent  permitted  by  law,  expenses  (including attorneys' fees and expenses) incurred by an Indemnified Person in defending a civil,  criminal, administrative or investigative action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a) shall be paid by the Sponsor in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Person is not entitled to be indemnified by the Sponsor as authorized in this Section 9.4(a). Notwithstanding the foregoing, no advance shall be made by the Sponsor if a determination is reasonably and promptly made (1) in the case of a Company 

	
			
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Indemnified Person (A)  by  the  Administrators by  a  majority vote  of  a  Quorum  of  disinterested Administrators, (B) if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of disinterested Administrators so directs, by independent legal counsel in a written opinion or (C) by the Common Security Holder of the Trust, that, based  upon  the  facts known  to  the  Administrators,  counsel  or  the  Common Security Holder at the time such determination is made, such Indemnified Person acted in bad faith or in a manner that such Person either believed to be opposed to or did not believe to be in the best interests of the Trust, or, with respect to any criminal proceeding, that  such Indemnified Person believed or had reasonable cause to believe such conduct was unlawful, or (2) in the case of a Fiduciary Indemnified Person, by independent legal counsel in a written opinion that, based upon the facts known to the counsel at the time such determination is made, such Indemnified Person  acted in bad  faith or in  a manner  that  such Indemnified Person either believed to be opposed to  or did not believe  to be  in the best interests of the  Trust, or, with  respect to  any criminal  proceeding,  that  such Indemnified Person believed or had reasonable cause to believe such conduct was unlawful. In no event shall any advance be made (i) to a Company IndemnifiedPerson  in instances  where  the  Administrators,   independent   legal  counsel  or the Common   Security   Holder   reasonably   determine   that  such  Person   deliberately breached   such  Person's   duty  to  the  Trust  or  its  Common   or  Capital   Security Holders  or (ii) to a Fiduciary  Indemnified  Person  in instances  where  independent legal  counsel  promptly  and reasonably  determines  in a written  opinion  that  such Person  deliberately   breached   such  Person's  duty  to the Trust  or its  Common  or Capital  Security  Holders.


(b)        The Sponsor  shall indemnify,  to the fullest  extent  permitted  by applicable law, each Indemnified  Person  from and against any and all loss, damage,  liability, tax (other than taxes based on the income  of such Indemnified  Person),  penalty,  expense  or claim of any kind or nature  whatsoever   incurred  by such  Indemnified  Person  arising  out of or in connection  with  or by reason  of the creation,  administration   or termination of the Trust,  or any  act or omission  of 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 Declaration,  except that no Indemnified  Person  shall be entitled  to be indemnified in  respect   of  any  loss,  damage,   liability,   tax,   penalty,   expense   or  claim  incurred   by  such Indemnified  Person  by reason of negligence,  willful misconduct  or bad faith with respect  to such acts or omissions.


(c)        The indemnification   and advancement  of expenses  provided  by, or granted pursuant  to, the other  paragraphs  of this Section  9.4 shall not be deemed  exclusive  of any other rights  to  which  those  seeking  indemnification   and  advancement   of  expenses   may  be  entitled under  any  agreement,  vote  of stockholders   or disinterested   directors  of the  Sponsor  or  Capital Security  Holders  of the Trust  or otherwise,  both  as to action  in such  Person's  official  capacity and as to action in another capacity  while holding  such office. All rights to indemnification  under this  Section  9 .4 shall  be deemed  to be provided  by  a contract  between   the  Sponsor  and  each Indemnified  Person  who  serves  in such capacity  at any time while  this  Section  9 .4 is in effect. Any  repeal  or modification   of this  Section  9.4  shall  not  affect  any  rights  or  obligations   then existing.


(d)       The Sponsor  or the Trust  may purchase  and maintain  insurance  on behalf of any Person  who  is or was  an Indemnified  Person  against  any  liability  asserted  against  such Person  and incurred  by such Person  in any such capacity,  or arising  out of such Person's  status as such, whether  or not the Sponsor  would  have  the power  to indemnify  such Person  against  such liability under the provisions  ofthis  Section 9.4.


(e)        For purposes  of this Section  9.4, references  to "the Trust"  shall include,  in addition  to the resulting  or surviving  entity, any constituent  entity (including  any constituent  of a constituent)  absorbed  in a consolidation   or merger,  so that  any Person  who  is or was a director, trustee, officer  or 

	
			
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employee  of such constituent  entity,  or is or was serving  at the request  of such constituent  entity as a director,  trustee, officer,  employee  or agent of another  entity, shall stand in the  same  position   under  the  provisions   of  this  Section  9.4  with  respect   to  the  resulting   or surviving  entity  as such Person  would  have with respect  to such constituent  entity  if its separate existence  had continued.(f)        The indemnification   and advancement  of expenses  provided  by, or granted pursuant   to,  this  Section   9.4  shall,  unless   otherwise   provided   when   authorized   or  ratified, continue  as to a Person  who has ceased to be an Indemnified  Person  and shall inure to the benefit of the heirs, executors  and administrators  of such a Person.


(g)        The  provisions   of  this  Section  9.4  shall  survive  the  termination   of  this Declaration  or the earlier  resignation  or removal  of the Institutional   Trustee.  The obligations   of the  Sponsor  under  this  Section  9.4 to compensate   and  indemnify   the  Trustees   and  to pay  or reimburse   the  Trustees   for  expenses,   disbursements    and  advances   shall  constitute   additional indebtedness  hereunder.  Such  additional  indebtedness  shall  be secured  by a lien prior  to that  of the Securities  upon all property  and funds held or collected  by the Trustees  as such, except  funds held   in trust  for  the  benefit  of  the  holders  of particular   Capital  Securities,   provided,   that  the Sponsor  is the holder of the Common  Securities.


(h)        This  Section   9.4  specifically   supercedes   and  replaces   Section   4  of  the
Original  Declaration.


SECTION  9.5.  Outside  Businesses.     Any  Covered  Person,   the  Sponsor,   the  Delaware Trustee  and  the  Institutional   Trustee   (subject  to  Section  4.3(c))  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 Securities  shall have no rights by virtue  of this Declaration  in and to such independent  ventures  or the income  or pro.fits 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.  None  of any Covered  Person, the Sponsor,  the Delaware  Trustee  or the Institutional   Trustee  shall be obligated  to present  any particular  investment  or other opportunity  to the Trust  even  if such opportunity   is of a character that, if presented  to the Trust,  could be taken by the Trust,  and any Covered  Person,  the Sponsor, the Delaware  Trustee and the Institutional  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 Covered Person,  the Delaware  Trustee  and the Institutional Trustee  may engage or be interested  in any financial  or other transaction  with the Sponsor  or any Affiliate   of  the  Sponsor,   or  may  act  as  depositary   for,  trustee   or  agent   for,  or  act  on  any committee  or body of holders  of, securities  or other obligations  of the Sponsor  or its Affiliates.


SECTION  9.6. Compensation;   Fee.


(a)        Subject   to  the  provisions   set  forth  in  the  Fee  Agreement   between   the Institutional   Trustee,   Cohen  Bros.  & Company   and  the  Company   of  even  date  herewith,   the Sponsor  agrees:


(i)         to pay to the Trustees  from time to time such compensation   for all services  rendered   by them  hereunder   as the  parties  shall  agree  in writing  from time to time (which  compensation   shall not be limited  by any provision  of law in regard to the compensation   of a trustee of an express  trust); and



	
			
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(ii)        except  as  otherwise   expressly   provided   herein,  to  reimburse   the Trustees   upon  request   for  all  reasonable,   documented   expenses,   disbursementsand advances  incurred  or made by the Trustees  in accordance   with  any provision of this  Declaration   (including  the reasonable  compensation   and the expenses  and disbursements   of their  respective   agents  and  counsel),  except  any  such  expense, disbursement   or advance  attributable  to their negligence  or willful  misconduct.


(b)        The provisions  of this Section  9.6  shall survive  the dissolution  of the Trust and the termination  of this Declaration  and the removal  or resignation  of any Trustee.


ARTICLE X 
ACCOUNTING


SECTION   10.1.    Fiscal  Year.   The fiscal year (the "Fiscal  Year")  of the Trust  shall be the calendar  year, or such other  year as is required  by the Code.


SECTION  10.2.  Certain  Accounting  Matters.


(a)        At  all  times  during  the  existence   of  the  Trust,  the  Administrators    shall keep,  or cause  to be kept  at the principal  office  of the Trust  in the United  States,  as defined  for purposes  of Treasury  Regulations§   301.7701-7,   full books  of account,  records   and  supporting documents,   which  shall  reflect  in reasonable   detail  each  transaction   of the Trust.  The  books  of account  shall  be maintained   on the  accrual  method  of accounting,   in accordance   with  generally accepted  accounting  principles,  consistently  applied.


(b)        The Administrators   shall  either  (i) cause  each  Form  10-K and Form  10-Q prepared  by the Sponsor  and filed with the Commission   in accordance with the Exchange Act to be delivered to each Holder of Securities, within 90 days after the filing of each Form 10-K and within 30 days after the filing of each Form 10-Q or (ii) cause to be prepared at the principal office  of  the  Trust  in  the  United  States,  as defined  for purposes  of  Treasury  Regulations
§ 301.7701-7, and delivered to each of the Holders of Securities, within 90 days after the end of each Fiscal Year of the Trust, annual financial statements of the Trust, including a balance sheet of the Trust as of the end of such Fiscal Year, and the related statements of income or loss.


(c)       The Administrators shall cause to be duly prepared and delivered to each of the Holders of Securities Form 1099 or such other annual United States federal income tax information statement required by the Code, containing such information with regard to the Securities held  by  each  Holder  as  is required  by  the  Code  and  the  Treasury  Regulations. Notwithstanding any right under the Code to deliver any such statement  at a later date, the Administrators shall endeavor to deliver all such statements within 30 days after the end of each Fiscal Year of the Trust.


(d)       The Administrators shall cause to be duly prepared in the United States, as defined for purposes of Treasury Regulations §  301.7701-7, and filed an annual United States federal income tax return on a Form 1041 or such other form required by United States federal income  tax  law,  and  any  other  annual  income  tax  returns  required  to  be  filed  by  the Administrators on behalf of the Trust with any state or local taxing authority.


·        (e)       The  administrators  will  cause  the  Sponsor's  report  FR  Y-9C  to  be delivered to the Holder promptly following their filing with the Federal Reserve.
SECTION  10.3.  Banking.    The  Trust  shall  maintain  one  or more  bank  accounts  in the United  States, as defined  for purposes  of Treasury  Regulations§    301.7701-7,   in the name and for the  sole  benefit  of the  Trust;  provided,  however,   that  all  payments   of  funds  in respect  of the Debentures  held  by the 

	
			
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Institutional   Trustee  shall be made directly  to the Property  Account  and no other  funds  of the Trust  shall  be deposited  in the Property  Account.  The  sole signatories  for such accounts  (including  the Property  Account)  shall be designated  by the Institutional  Trustee.


SECTION 10.4. Withholding.   The Institutional  Trustee or any Paying Agent and the Administrators   shall comply  with all withholding  requirements   under United  States  federal,  state and Jocal law. As a condition  to the payment  of any principal  of or interest  on any Debt  Security without  the  imposition  of withholding   tax,  the  Institutional   Trustee  or  any  Paying  Agent  shall require  the previous  delivery  of properly  completed  and  signed  applicable  U.S.  federal  income tax  certifications   (generally,   an  Internal  Revenue   Service  Form  W-9  (or  applicable   successor form)  in the  case  of  a person  that  is a  "United  States  person"  within  the  meaning  of Section 7701(a)(30)   of  the  Code  or  an Internal  Revenue   Service  Form  W-8  (or  applicable   successor form) in the case  of a person  that is not a "United  States  person"  within  the meaning  of Section 7701(a)(30)  of the Code)  and  any other  certification   acceptable  to  it to enable  the  Institutional Trustee  or any Paying  Agent  and the Trustee  to determine  their  respective  duties  and liabilities with respect  to any taxes or other charges  that they may be required  to pay, deduct  or withhold  in respect of such Debt Security  or the holder  of such Debt Security  under  any present  or future law or regulation  of the United  States or any political  subdivision  thereof  or taxing  authority  therein or to comply  with  any  reporting  or other  requirements   under  any  such  law  or regulation.   The Administrators   shall  file required  forms  with  applicable   jurisdictions   and, unless  an exemption from withholding  is properly  established  by a Holder,  shall remit  amounts  withheld  with respect to the Holder  to applicable  jurisdictions.   To the extent that the Institutional  Trustee  or any Paying Agent  is  required   to  withhold   and  pay  over  any  amounts   to  any  authority   with  respect   to distributions    or  allocations   to  any  Holder,   the  amount   withheld   shall   be  deemed   to  be  a Distribution   to  the  Holder   in  the  amount   of  the  withholding.   In  the  event   of  any  claimed overwithholding,   Holders  shall be limited  to an action  against  the applicable  jurisdiction.   If the amount  required  to  be  withheld  was  not  withheld  from  actual  Distributions  made,  the Institutional Trustee or any Paying Agent may reduce subsequent Distributions by the amount of such withholding.


ARTICLE XI 
AMENDMENTS AND MEETINGS


SECTION 11.1.    Amendments.


(a)       Except as otherwise provided in this Declaration or by  any applicable terms of the Securities, this Declaration may only be amended by a written instrument approved and executed by:


(i)        the Institutional Trustee,


(ii)       if the amendment affects the rights, powers, duties, obligations or immunities of the Delaware Trustee, the Delaware Trustee,


(iii)       if the amendment  affects  the rights,  powers,  duties,  obligations   or immunities  of the Administrators,   the Administrators,   and


(iv)       the  Holders  of a Majority  in  liquidation   amount  of the  Common
Securities.


(b)        Notwithstanding    any  other  provision   of  this  Article   XI,  no  amendment shall be made, and any such purported  amendment  shall be void and ineffective:


(i)        unless the Institutional  Trustee shall have first received



	
			
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(A)       an  Officers'   Certificate   from  each  of  the  Trust   and  the Sponsor  that such amendment  is permitted  by,  and conforms  to, the terms of this Declaration  (including  the terms of the Securities);  and


(B)       an opinion  of counsel  (who may  be counsel  to the Sponsor or the  Trust)  that  such  amendment  is permitted  by,  and  conforms  to, the terms of this Declaration  (including  the terms of the Securities)  and that all conditions   precedent   to  the  execution   and  delivery   of  such  amendment have been satisfied;  or


(ii)        if the result of such amendment  would  be to


(A)       cause  the  Trust  to  cease  to  be  classified   for  purposes   of United  States federal income  taxation  as a grantor  trust;


(B)       reduce   or  otherwise   adversely   affect   the  powers   of  the Institutional  Trustee in contravention  of the Trust Indenture  Act;


(C)       cause the Trust to be deemed  to be an Investment  Company required  to be registered  under the Investment  Company  Act; or


(D)       cause  the Debenture  Issuer  to be unable  to treat an amount equal  to  the  Liquidation   Amount   of  the  Capital   Securities   as  "Tier   1 Capital"  for purposes  of the capital  adequacy  guidelines  of (x) the Federal Reserve  (or, if the Debenture  Issuer  is not  a bank  holding  company,  such guidelines  or policies  applied  to the Debenture  Issuer  as if the Debenture Issuer  were  subject  to  such  guidelines   of  policies)   or  of  (y) any  other regulatory  authority  having jurisdiction  over the Debenture  Issuer.


(c)        Except  as provided  in Section 11.1 (d), (e) or (g), no amendment shall be made, and any such purported amendment shall be void and ineffective, unless the Holders of a Majority  in  liquidation  amount  of  the  Capital  Securities  shall  have  consented  to  such amendment.


(d)      In addition to and notwithstanding any other provision in this Declaration, without the consent of each affected Holder, this Declaration may not be amended to (i) change the amount or timing of any Distribution on the Securities or any redemption or liquidationprovisions    applicable   to   the   Securities   or   otherwise    adversely    affect   the   amount   of   any Distribution   required  to be made  in respect  of the Securities  as of a specified  date or (ii) restrict the right  of a Holder  to institute  suit  for the enforcement   of any  such payment   on or after  such date.


(e)        Sections   9 .1  (b)  and  9 .1 (c)  and  this  Section   11.1  shall  not  be  amended without  the consent  of all of the Holders  of the Securities.


(f)         The   rights   of   the   Holders    of   the   Capital    Securities    and   Common Securities,  as applicable,  under  Article  IV to increase  or decrease  the number  of, and appoint  and remove,   Trustees   shall  not  be  amended   without   the  consent   of  the  Holders   of  a Majority   in liquidation  amount  of the Capital  Securities  or Common  Securities,  as applicable.


(g)        Subject   to  Section   11. l(a),   this  Declaration    may   be   amended   by  the Institutional    Trustee   and  the  Holder   of  a  Majority   in  liquidation    amount   of  the  Common Securities  without  the consent  of the Holders  of the Capital  Securities  to:


(i)         cure any ambiguity;



	
			
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(ii)        correct  or supplement  any provision  in this Declaration  that may be defective  or inconsistent  with any other provision  of this Declaration;


(iii)       add to the covenants,  restrictions  or obligations   of the Sponsor;  or


(iv)       modify,  eliminate   or  add  to  any  provision   of  this  Declaration   to such  extent  as  may  be  necessary   or  desirable,   including,   without   limitation,   to ensure   that  the  Trust   will  be  classified   for  United   States   federal   income   tax purposes   at all times  as a grantor  trust  and will  not  be required  to register  as an Investment   Company   under   the  Investment    Company   Act  (including   without limitation   to  conform   to  any  change   in  Rule   3a-5,   Rule   3a- 7  or  any   other applicable    rule   under   the   Investment    Company    Act   or   written    change    in interpretation   or  application   thereof  by  any  legislative   body,  court,  government agency   or  regulatory   authority)   which   amendment    does   not  have   a  material adverse  effect on the rights, preferences  or privileges  of the Holders  of Securities; provided,  however,  that  no such  modification,  elimination or addition  referred  to in clauses  (i), (ii),  (iii) or  (iv)  shall  adversely   affect  the  powers,  preferences   or rights  of Holders   of  Capital Securities.


SECTION   11.2.   Meetings  of the Holders  of the Securities;  Action  by Written  Consent.


(a)        Meetings   of the Holders  of any  class  of  Securities   may  be called  at any time by the Administrators   (or as provided  in the terms  of the Securities)  to consider  and act on any matter  on which  Holders  of such class of Securities  are entitled  to act under  the terms  of this Declaration, the terms  of the Securities  or the rules of any stock  exchange  on which  the Capital Securities  are listed or admitted  for trading,  if any.  The Administrators   shall  call a meeting  of the Holders  of  such  class  if directed   to do  so by  the  Holders  of  not  less  than  I 0%  in liquidation amount   of   such   class   of   Securities.    Such   direction    shall   be   given   by   delivering    to  theAdministrators   one or more  notices  in a writing  stating  that the signing  Holders  of the Securities wish to call a meeting  and indicating  the general  or specific  purpose  for which  the meeting  is to be called. Any Holders  of the Securities  calling  a meeting  shall specify  in writing  the Certificates held  by  the  Holders   of  the  Securities   exercising   the  right  to  call  a  meeting   and  only  those Securities  represented  by such Certificates  shalJ be counted  for purposes  of determining  whether the required  percentage  set forth in the second sentence  of this paragraph  has been met.


(b)        Except  to the extent  otherwise  provided  in the terms  of the Securities,  the following  provisions  shall apply to meetings of Holders of the Securities:


(i)        notice of any such meeting shall be given to all the Holders of the Securities having a right to vote thereat at least 7 days and not more than 60 days before the date of such meeting. Whenever a vote, consent or approval of the Holders of the Securities is permitted or required under this Declaration or the rules of any stock exchange on which the Capital Securities are listed or admitted for trading, if any, such vote, consent or approval may be given at a meeting of the Holders of the Securities. Any action that may be taken at a meeting of the Holders of the Securities may be taken without a meeting if a consent in writing setting forth the action so taken is signed by the Holders of the Securities owning not  less than  the minimum  amount of  Securities that  would  be necessary to authorize or take such action at a meeting at which all Holders of the Securities having a right to vote thereon were present and voting. Prompt notice of the taking of action ~ithout a meeting shall be given to the Holders of the Securities entitled to vote who have  not consented  in writing.  The  Administrators may specify that any written ballot submitted to the Holders of the Securities for the purpose of taking any action without a meeting shall be returned to the Trust within the time specified by the Administrators;



	
			
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(ii)       each Holder of a Security may authorize any Person to act for it by proxy on all matters in which a Holder of Securities is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. No proxy shall be valid after the expiration of 11  months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Holder of the Securities executing it. Except as otherwise provided herein, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Holders of the Securities were stockholders of a Delaware corporation; each meeting of the Holders of the Securities shall be conducted by the Administrators or by such other Person that the Administrators may designate; and


(iii)      unless the Statutory Trust Act, this Declaration, the terms of the Securities, the Trust Indenture Act or the listing rules of any stock exchange on which the Capital Securities are then listed for trading, if any, otherwise provides, the Administrators, in their sole discretion, shall establish all  other provisions relating to meetings of Holders of Securities, including notice of the time, place orpurpose  of any meeting  at which  any matter  is to be voted  on by any Holders  of the Securities,  waiver  of any such notice, action by consent  without  a meeting,  the establishment  of a record date, quorum requirements,  voting  in person  or by proxy or  any  other  matter   with   respect   to  the  exercise   of  any  such  right  to  vote; provided,  however,  that each meeting  shall be conducted  in the United  States  (as that term is defined in Treasury  Regulations§    301.7701-7).


ARTICLE XIl
REPRESENTATIONS OF INSTITUTIONAL TRUSTEE 
AND DELAWARE  TRUSTEE


SECTION  12.1.  Representations   and  Warranties   of  Institutional   Trustee.    The  Trustee that acts as initial Institutional  Trustee  represents  and warrants  to the Trust  and to the Sponsor  at the date of this Declaration,   and each Successor  Institutional  Trustee  represents  and warrants  to the Trust  and the  Sponsor  at the time  of the  Successor  Institutional   Trustee's  acceptance   of its appointment  as Institutional  Trustee,  that:


(a)        the  Institutional   Trustee  is  a banking  corporation   or national  association with  trust powers,  duly  organized,   validly  existing  and  in good  standing  under  the  laws of the State of New York  or the United  States of America,  respectively,  with trust power  and authority to  execute  and  deliver,  and  to  carry  out  and  perform  its  obligations   under  the  terms  of, this Declaration;


(b)        the Institutional  Trustee  has a combined  capital  and surplus  of at least fifty million  U.S. dollars ($50,000,000);


(c)        the  Institutional   Trustee  is not  an  affiliate  of  the  Sponsor,   nor  does  the Institutional  Trustee  offer or provide  credit or credit enhancement  to the Trust;


(d)        the execution,  delivery  and performance  by the Institutional  Trustee of this Declaration   has  been  duly  authorized   by  all  necessary   action  on  the  part  of  the  Institutional Trustee.  This Declaration  has been duly executed  and delivered  by the Institutional   Trustee,  and under  Delaware   law  (excluding   any  securities   laws)  constitutes   a  legal,   valid   and  binding obligation  of the Institutional  Trustee,  enforceable  against it in accordance  with its terms,  subject to   applicable   bankruptcy,    reorganization,    moratorium,    insolvency    and   other   similar   laws affecting  creditors'  rights  generally  and to general  principles  of equity  and the discretion  of the court (regardless  of whether  considered  in a proceeding  in equity  or at law);

	
			
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(e)        the   execution,    delivery   and   performance    of   this   Declaration    by  the Institutional  Trustee  does not conflict  with or constitute  a breach  of the charter  or by-laws  of the Institutional  Trustee;  and


(f)        no consent,  approval  or authorization  of, or registration  with  or notice  to, any state or federal  banking  authority  governing  the trust powers  of the Institutional   Trustee  is required   for   the   execution,    delivery   or  performance    by   the   Institutional    Trustee   of  this Declaration.
SECTION  12.2.  Representations   and Warranties  of Delaware  Trustee.   The Trustee  that acts  as initial  Delaware  Trustee  represents  and warrants  to the Trust  and  to the  Sponsor  at the date  of this  Declaration,   and  each  Successor  Delaware   Trustee  represents   and  warrants  to the Trust   and  the  Sponsor   at  the  time   of  the  Successor   Delaware   Trustee's   acceptance   of  its appointment  as Delaware  Trustee  that:


(a)        if it is not a natural person,  the Delaware  Trustee  is duly organized  and has its principal  place of business  in the State of Delaware;


(b)        if it is not a natural person,  the execution,  delivery  and performance   by the Delaware  Trustee  of this Declaration  has been duly authorized  by all necessary  corporate  action on the part of the Delaware  Trustee.  This Declaration  has been  duly  executed  and delivered  by the  Delaware   Trustee,   and  under  Delaware   law  (excluding   any  securities   laws)  constitutes   a legal,  valid and binding  obligation  of the Delaware  Trustee,  enforceable   against  it in accordance with  its  terms,  subject  to  applicable   bankruptcy,   reorganization,    moratorium,    insolvency   and other similar  laws affecting  creditors'  rights generally  and to general  principles  of equity  and the discretion  of the court (regardless  of whether  considered  in a proceeding  in equity or at law);


(c)        if it is not a natural person,  the execution,  delivery  and performance   of this Declaration  by the Delaware  Trustee  does not conflict  with or constitute  a breach  of the articles of association  or by-laws  of the Delaware  Trustee;


(d)        it has  trust power  and  authority  to execute  and  deliver,  and  to carry  out and perform  its obligations  under the terms of, this Declaration;


(e)        no consent,  approval  or authorization  of, or registration   with  or notice  to, any  state  or  federal  banking   authority  governing  the  trust  powers  of  the  Delaware   Trustee  is required  for the execution,  delivery  or performance  by the Delaware  Trustee  of this Declaration; and


(f) State of Delaware. if the Delaware  Trustee  is a natural  person,  he or she  is a resident  of the


ARTICLE  XIII 
MISCELLANEOUS


SECTION  13.1.  Notices.    All notices provided  for in this Declaration   shall be in writing, duly signed  by the party  giving  such  notice,  and shall  be delivered,  telecopied   (which  telecopy shall be followed  by notice  delivered  or mailed  by first class  mail)  or mailed  by first class mail, as follows:


(a)        if given  to the Trust,  in care  of the Administrators   at the Trust's  mailing address  set forth below  (or such other  address  as the Trust  may give  notice  of to the Holders  of the Securities):


Central  Bancorp  Statutory  Trust I
c/o Central  Bancorp,  Inc.
4555 W. Walnut  Street
Garland,  Texas  75042

	
			
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Attention:  Keith Ward
Telecopy:   (972) 516-3680
Telephone:  (972) 485-7201


(b)        if given to the Delaware  Trustee,  at the mailing  address  set forth below  (or such other address  as the Delaware  Trustee  may give notice of to the Holders  of the Securities):


Chase Bank USA, National  Association
500 Stanton  Christiana  Rd.,  FL3/0PS4
Newark,  DE  19713
Attn:  Worldwide  Securities  Services
Telecopy:  302-552-6280
Telephone:  302-552-6279


(c)        if given  to  the Institutional   Trustee,  at the  Institutional   Trustee's  mailing address  set forth below  (or such  other  address  as the Institutional  Trustee  may  give notice  of to the Holders  of the Securities):


JPMorgan  Chase Bank, National  Association
600 Travis  Street, 501h  Floor
Houston,   TX 77002
Attention:   Worldwide   Securities  Services Central  Bancorp  Statutory  Trust I Telecopy:   713-216-2101
Telephone:  713-216-4781




(d)        if  given to the Holder  of the Common  Securities,  at the mailing  address of the Sponsor  set forth below  (or such other  address  as the Holder  of the Common  Securities  may give notice of to the Trust):


Central  Bancorp,  Inc.
4555 W. Walnut  Street
Garland,  Texas 75042
Attention:  Keith Ward
Telecopy:  (972) 516-3680
Telephone:   (972) 485-7201


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


All such  notices  shall  be deemed  to have  been  given  when  received  in  person,  telecopied  with receipt  confirmed,  or mailed  by first class  mail,  postage  prepaid,  except  that if a notice  or other document  is refused  delivery  or cannot  be delivered  because  of a changed  address  of which  nonotice  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  13.2.  Governing  Law.   This Declaration  and the rights  and obligations  of the parties  hereunder  shall be governed  by and interpreted  in accordance  with the law of the State of Delaware  and all rights, obligations  and remedies  shall be governed  by such laws without  regard to the principles  of conflict  of laws of the State of Delaware  or any other jurisdiction   that would call for the application  of the law of any jurisdiction   other than the State of Delaware.



	
			
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SECTION  13.3.  Submission  to Jurisdiction.


(a)        Each of the parties  hereto  agrees that any suit, action or proceeding  arising out of or based  upon this Declaration,  or the transactions  contemplated  hereby,  may be instituted in any of the courts  of the  State  of New  York  located  in the  Borough  of Manhattan,   City  and State  of New  York,  and  further  agrees  to submit  to the jurisdiction   of  Delaware,   and  to  any actions that  are instituted  in state  or Federal  court  in Wilmington,   Delaware  and any competent court in the place  of its corporate  domicile  in respect of actions brought  against  it as a defendant. In addition,   each  such  party  irrevocably   waives,  to  the  fullest  extent  permitted   by  law,  any objection  which  it may  now  or hereafter  have  to the laying  of the venue  of such  suit,  action  or proceeding  brought  in any such court and irrevocably  waives  any claim that any such suit, action or  proceeding   brought   in  any  such  court  has  been  brought   in  an  inconvenient    forum  and irrevocably  waives  any  right  to which  it may  be entitled  on  account  of its place  of corporate domicile.  Each such party hereby  irrevocably  waives  any and all right to trial by jury  in any legal proceeding  arising  out of or relating  to this Declaration  or the transactions  contemplated   hereby. Each  such party  agrees  that  final judgment   in any proceedings  brought  in such  a court  shall be conclusive  and binding  upon it and may be enforced  in any court to the jurisdiction   of which it is subject by a suit upon such judgment.


(b)        Each  of the  Sponsor,  the Trustees,  the Administrators   and the Holder  of the  Common  Securities   irrevocably   consents  to  the  service  of  process  on  it in  any  such  suit, action or proceeding  by the mailing  thereof  by registered  or certified  mail,  postage  prepaid,  to it at its address  given in or pursuant  to Section  13.1 hereof.


(c)        To  the  extent  permitted  by  law,  nothing  herein  contained   shall  preclude any party  from  effecting   service  of  process  in  any  lawful  manner  or  from  bringing   any  suit, action or proceeding  in respect  of this Declaration  in any other state, country  or place.


SECTION  13 .4.  Intention  of the Parties.   It is the intention  of the parties  hereto  that the Trust  be  classified   for  United   States   federal   income   tax  purposes   as  a  grantor   trust.  The provisions  of this Declaration  shall be interpreted  to further this intention  of the parties.


SECTION  13.5.  Headings.     Headings   contained   in  this  Declaration    are  inserted   for convenience   of  reference  only  and  do  not  affect  the  interpretation   of  this  Declaration   or  any provision  hereof.


SECTION  13.6.  Successors   and  Assigns.     Whenever   in  this  Declaration   any  of  the parties hereto  is named or referred  to, the successors  and assigns  of such party shall be deemed  to be  included,   and  all  covenants   and  agreements   in  this  Declaration   by  the  Sponsor   and  theTrustees  shall bind and inure to the benefit  of their respective   successors  and assigns,  whether  or not so expressed.


SECTION   13.7.    Partial   Enforceability.      If  any provision  of  this  Declaration,  or  the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Declaration, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.


SECTION 13.8.   Counterparts.  This Declaration may contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of the signature of each of the Trustees and Administrators to any of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.



	
			
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IN  WITNESS   WHEREOF,   the  undersigned   have  caused  this  Declaration   to  be  duly executed  as of the day and year first above written.
	
					
	 
	 
	CHASE  BANK USA,   NATIONAL 
ASSOCIATION,

	 
	 
	as Delaware  Trustee

	 
	 
	 

	 
	 
	

	 
	 

	 
	 

	 
	 
	 
	 
	 

	 
	 
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

	 
	 
	as Institutional Trustee

	 
	 
	 
	 
	 

	 
	 
	

	 
	 

	 
	 

	 
	 
	 
	 
	 

	 
	 
	Central Bancorp, Inc.,

	 
	 
	as Sponsor

	 
	 
	 
	 
	 

	 
	 
	

	 
	 

	 
	 

	 
	 

	 
	 











(9) Central Bancorp, Inc.
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IN WITNESS  WHEREOF,  the undersigned have caused this Declaration  to be duly executed as of the day and year first above written.




	
					
	 
	 
	CHASE  BANK USA,   NATIONAL 
ASSOCIATION,

	 
	 
	as Delaware  Trustee

	 
	 
	 

	 
	 
	

	 
	 

	 
	 

	 
	 
	 
	 
	 

	 
	 
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

	 
	 
	as Institutional Trustee

	 
	 
	 
	 
	 

	 
	 
	

	 
	 

	 
	 

	 
	 
	 
	 
	 

	 
	 
	Central Bancorp, Inc.,

	 
	 
	as Sponsor

	 
	 
	 
	 
	 

	 
	 
	

	 
	 

	 
	 

	 
	 

	 
	 







(9) Central Bancorp, Inc.
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IN  WITNESS   WHEREOF,   the  undersigned   have  caused  this  Declaration   to  be  duly executed  as of the day and year first above written.


	
					
	 
	 
	CHASE  BANK USA,   NATIONAL 
ASSOCIATION,

	 
	 
	as Delaware  Trustee

	 
	 
	 

	 
	 
	

	 
	 

	 
	 

	 
	 
	 
	 
	 

	 
	 
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

	 
	 
	as Institutional Trustee

	 
	 
	 
	 
	 

	 
	 
	

	 
	 

	 
	 

	 
	 
	 
	 
	 

	 
	 
	Central Bancorp, Inc.,

	 
	 
	as Sponsor

	 
	 
	 
	 
	 

	 
	 
	

	 
	 

	 
	 

	 
	 

	 
	 









(9) Central Bancorp, Inc.
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ANNEX  I


TERMS OF 
CAPITAL SECURITIES AND 
COMMON SECURITIES


Pursuant to Section 6.1 of the Amended and Restated Declaration of Trust, dated as of December 27, 2005 (as amended from time to time, the "Declaration"), the designation, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities and the Common Securities are set out below (each capitalized term used but not defined herein has the meaning set forth in the Declaration):


1.          Designation and Number.


(a)       Capital Securities. 26,000 Capital Securities of Central Bancorp Statutory Trust I (the "Trust"), with an aggregate stated liquidation amount with respect to the assets of the Trust of Twenty Six Million DoJlars ($26,000,000) and a stated liquidation amount with respect to the assets of the Trust of $1,000  per Capital Security, are hereby designated for the purposes of identification only  as  the  "TP  Securities" (the  "Capital  Securities").  The  Capital  Security Certificates evidencing the Capital Securities shall be substantially in the form of Exhibit A-1 to the Declaration, with  such changes and additions thereto or deletions  therefrom as may be required by ordinary usage, custom or practice or to conform to the rules of any stock exchange on which the Capital Securities are listed, if any.


(b)      Common Securities.   805 Common Securities of the Trust (the "Common Securities") will be evidenced by Common Security Certificates substantially in the form of Exhibit A-2 to the Declaration, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice. In the absence of an Event of Default, the Common Securities will have an aggregate stated liquidation amount with respect to the assets of the Trust of Eight Hundred Five Thousand Dollars ($805,000) and a stated liquidation amount with respect to the assets of the Trust of $1,000 per Common Security.


2.        Distributions.


(a)       Distributions payable on each Security will be payable at a fixed rate of 6.255% (the "Fixed Rate") per annum from December 27, 2005 until March 15,  2011 (the "Fixed Rate Period") and thereafter at a variable per annum rate of interest, reset quarterly, equal to LIBOR, as determined on the LIBOR Determination Date for such Distribution Payment Period, plus 1.40% (the "Variable Rate" and together with the Fixed Rate the "Coupon Rate") of the stated liquidation amount of $1,000 per Security (provided, however, that the Coupon Rate for any Distribution Payment Period may not exceed the highest rate permitted by New York law, as the same may be modified by United States law of general applicability), such Coupon Rate being the rate of interest payable on the Debentures to be held by the Institutional Trustee. Except as set forth below in respect of an Extension Period, Distributions in arrears for more than one quarterly period will bear interest thereon compounded quarterly at the applicable Coupon Rate for each such quarterly period (to the extent permitted by applicable law). The term "Distributions" as used herein includes cash distributions, any such compounded distributions and any Additional  Interest  payable  on the Debentures  unless  otherwise  stated.  A Distribution   is payable  only  to  the  extent  that  payments   are  made  in respect  of  the  Debentures   held  by  the Institutional  Trustee  and to the extent  the Institutional  Trustee  has  funds  legally  available  in the Property  Account  therefor.  During  the Fixed  Rate  Period,  the amount  of Distributions   payable for  any  Distribution   Payment   Period   will  be  computed   for  any   full  quarterly   Distribution Payment  Period  on the basis of a 360-day  year of twelve  30-day months  and the amount  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.  Upon  expiration  of the  Fixed  Rate  Period,  Distribution   will  be computed  on the basis  of a 360-day  year  and the actual  number  of days  elapsed  in the relevant Distribution  period;  provided,  however,  that upon the occurrence  of a Special  Event  redemption pursuant  to  paragraph   4(a)  below  the  amounts  

	
			
	 
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payable  pursuant   to  this  Declaration   shall  be calculated  as set forth in the definition  of Special  Redemption  Price.


(b)       Upon  expiration   of  the  Fixed  Rate  Period,  LIB OR  shall  be  determined   by the Calculation  Agent  in accordance  with the following  provisions:


(I)       On the second  LIB OR Business  Day  (provided,   that  on such  day commercial  banks  are open  for business  (including  dealings   in foreign  currency deposits)  in London  (a "LIBOR Banking  Day"),  and otherwise  the next preceding LIBOR  Business  Day that is also a LIBOR Banking  Day) prior  to March  15, June 15, September   15 and  December   15 (or,  with  respect  to  the  first  Distribution Payment  Period,  on December  20, 2005),  after  the  expiration  of the Fixed  Rate Period,  on March  15, 2011  (each  such day,  a "LIBOR  Determination   Date")  for such Distribution   Payment  Period,  the Calculation  Agent  shall  obtain  the rate for three-month  U.S. Dollar  deposits  in Europe,  which  appears  on Telerate  Page 3750 (as  defined   in  the  International   Swaps  and  Derivatives   Association,   Inc.  2000 Interest  Rate  and  Currency  Exchange   Definitions)   or  such  other  page  as  may replace  such Telerate  Page  3750 on the Moneyline  Telerate,  Inc. service  (or such other service or services  as may be nominated  by the British  Banker's  Association as the information  vendor  for the purpose  of displaying  London  interbank  offered rates  for U.S.  dollar  deposits),  as of  11 :00  a.m.  (London  time)  on such  LIBOR Determination    Date,   and   the   rate   so   obtained    shall   be   LIBOR    for   such Distribution  Payment  Period.   "LIBOR  Business  Day"  means  any day that is not a Saturday,  Sunday  or other  day on which  commercial   banking  institutions  in The City of New York or Wilmington,  Delaware  are authorized  or obligated  by law or executive  order to be closed.  If such rate is superseded  on Telerate  Page  3750 by a corrected    rate    before    12:00   noon    (London    time)    on   the    same    LIBOR Determination   Date,  the  corrected  rate  as  so  substituted   will  be  the  applicable LIBOR for that Distribution  Payment  Period.


(2)        If, on any LIBOR  Determination   Date,  such  rate  does  not  appear on Telerate  Page 3750 or such other page as may replace  such Telerate  Page 3750 on the Moneyline  Telerate,  Inc. service  (or such other  service  or services  as may be nominated  by the British  Banker's  Association   as the information vendor  for the purpose  of displaying  London interbank  offered  rates for U.S. dollar deposits), the   Calculation    Agent   shall   determine   the   arithmetic    mean   of   the   offered quotations   of  the  Reference   Banks  (as  defined  below)   to  leading  banks  in theLondon  Interbank  market  for three-month  U.S.  Dollar  deposits  in Europe  (in an amount   determined   by  the   Calculation   Agent)   by  reference   to  requests   for quotations    as  of   approximately    11 :00   a.m.   (London   time)   on   the   LIBOR Determination  Date made by the Calculation  Agent  to the Reference  Banks.  If, on any LIBOR Determination  Date, at least two of the Reference  Banks provide  such quotations,  LIBOR  shall equal the arithmetic  mean of such quotations.   If, on any LIBOR Determination Date, only one or none of the Reference Banks provide such a quotation, LIBOR shall be deemed to be the arithmetic mean of the offered quotations that at least two leading banks in the City of New York (as selected by the Calculation Agent) are quoting on the relevant LIBOR Determination Date for three-month U.S. Dollar deposits in Europe at approximately 11 :00 a.m. (London time) (in an  amount determined by the  Calculation Agent). As  used herein, "Reference Banks" means four major banks  in the  London Interbank market selected by the Calculation Agent.


(3)       If the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures provided above, LIBOR for the applicable Distribution Payment Period shall  be LffiOR  in effect for the immediately preceding Distribution Payment Period.



	
			
	 
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(c)       All percentages resulting from any calculations on the Securities will be rounded, if  necessary, to  the  nearest one  hundred-thousandth of  a percentage  point,  with  five one millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent (with one-half cent being rounded upward).


(d)       On  each  LIBOR Determination Date,  the  Calculation  Agent  shall  notify,  in writing, the Sponsor and the Paying Agent of the applicable Coupon Rate in effect for the related Distribution Payment Period. The Calculation Agent shall, upon the request of the Holder of any Securities, provide the Coupon Rate then in effect. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes and binding on the Sponsor and the Holders of  the  Securities. The Paying Agent  shall be  entitled to  rely on information received from the Calculation Agent or the Sponsor as to the Coupon Rate. The Sponsor shall, from time to time, provide any necessary information to the Paying Agent relating to any original issue discount and interest on the Securities that is included in any payment and reportable for taxable income calculation purposes.


(e)       Distributions on the Securities will be cumulative, will accrue from the date of original issuance, and will be payable, subject to extension of Distribution payment periods as described herein, quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing March 15, 2006 (each, a "Distribution Payment Date"). Subject to prior submission of Notice (as defined in the Indenture), and so long as no Event of Default pursuant to paragraphs (c), (e) or (f) of Section 5.01  of the Indenture has occurred and is continuing the Debenture  Issuer has  the  right  under  the  Indenture to  defer  payments  of  interest on  the Debentures by extending the  interest distribution period  for up to  20 consecutive quarterly periods (each, an "Extension Period") at any time and from time to time on the Debentures, subject to the conditions described below, during which Extension Period no interest shall be due and payable  (except  any Additional  Interest that may be due and payable).  During any Extension Period,  interest  will continue  to accrue  on the Debentures,  and  interest  on such  accrued  interest (such accrued interest  and interest  thereon referred  to herein as "Deferred  Interest")  will accrue at an annual  rate equal to the Coupon  Rate in effect  for each such Extension  Period,  compounded quarterly   from  the  date  such  Deferred  Interest  would  have  been  payable  were  it not  for the Extension  Period,  to the extent permitted  by law. No Extension  Period  may  end on a date other than  a Distribution   Payment  Date.    At  the  end  of  any  such  Extension   Period,  the  Debenture Issuer  shall  pay  all  Deferred   Interest  then  accrued  and  unpaid  on  the  Debentures;   provided, however,  that no Extension  Period  may extend  beyond  the Maturity  Date,  Redemption  Date  (to the extent  redeemed)  or Special  Redemption  Date;  and provided,   further,  that,  during  any such Extension  Period,  the Debenture  Issuer may not (i) declare  or pay any dividends  or distributions on,  or  redeem,  purchase,   acquire,  or  make  a  liquidation  payment  with  respect  to,  any  of  the Debenture  Issuer's  capital  stock or (ii) make any payment  of principal  or premium  or interest  on or repay, repurchase  or redeem  any debt securities  of the Debenture  Issuer that rank pari passu in all respects  with  or junior   in  interest  to the Debentures   or (iii)  make  any payment   under  any guarantees  of the Debenture  Issuer that rank in all respects pari passu with or junior  in interest to the Guarantee  (other than  (a) repurchases,   redemptions  or other  acquisitions  of shares  of capital stock  of the Debenture  Issuer  (A) in connection  with  any employment   contract,  benefit  plan  or other similar  arrangement  with or for the benefit of one or more employees,  officers,  directors  or consultants,  (B)  in connection  with a dividend  reinvestment  or stockholder  stock  purchase  plan or  (C)  in connection  with  the  issuance  of  capital  stock  of  the  Debenture   Issuer  (or  securities convertible   into   or  exercisable   for  such  capital   stock),   as  consideration    in  an  acquisition transaction  entered  into prior  to the applicable  Extension  Period,  (b) as a result of any exchange, reclassification,  combination  or conversion  of any class or series of the Debenture  Issuer's capital stock (or any capital  stock of a subsidiary  of the Debenture  Issuer)  for any class  or series of the Debenture  Issuer's  capital  stock  or of any class  or series of the Debenture  Issuer's  indebtedness for  any  class  or  series  of  the  Debenture   Issuer's  capital  stock,  (c)  the  purchase   of  fractional interests  in shares of the Debenture  Issuer's capital  stock pursuant  to the conversion  or exchange provisions  of such capital stock or the security being converted  or exchanged,  (d) any declaration of a dividend  in connection  with any stockholder's  rights 

	
			
	 
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plan,  or the issuance  of rights,  stock or other  property  under  any  stockholder's   rights  plan,  or  the  redemption   or  repurchase   of rights pursuant  thereto,  or (e) any dividend  in the form of stock, warrants,  options  or other rights where the dividend  stock or the stock issuable  upon exercise  of such warrants,  options  or other rights is the same  stock as that on which  the dividend  is being paid  or ran.ks pari passu with or junior  to such stock).  Prior  to the termination  of any Extension  Period,  the Debenture  Issuer  may  further extend  such  period;   provided,   that  such  period   together  with   all  such  previous   and  further consecutive   extensions   thereof  shall  not  exceed  20  consecutive   quarterly   periods,   or  extend beyond  the Maturity  Date. Upon the termination  of any Extension  Period  and upon the payment of all Deferred  Interest,  the Debenture  Issuer may commence  a new Extension  Period,  subject to the foregoing  requirements.  No interest  or Deferred  Interest  shall be due and payable  during  an Extension   Period,   except   at  the  end  thereof,   but  Deferred   Interest   shall   accrue   upon  each installment  of interest  that  would  otherwise  have  been  due and payable  during  such  Extension Period until  such installment  is paid.  If Distributions   are deferred,  the Distributions   due shall be paid on the date that the related  Extension  Period terminates,  or, if such date is not a Distribution Payment  Date,  on  the  immediately   following  Distribution   Payment   Date,  to  Holders   of  the Securities  as they appear  on the books  and records  of the Trust  on the record  date immediately preceding   such  date.  Distributions   on  the  Securities  must  be  paid  on  the  dates  payable  (after giving  effect to any Extension  Period)  to the extent  that the Trust  has funds  legally  available  for the  payment   of  such  distributions   in  the  Property   Account   of  the  Trust.   The  Trust's   funds available  for Distribution   to the Holders  of the Securities  will  be limited  to payments  received from  the Debenture   Issuer.  The  payment  of  Distributions   out  of moneys  held  by  the  Trust  is guaranteed  by the Guarantor  pursuant  to the Guarantee.


(f)       Distributions   on  the  Securities   will  be  payable   to  the  Holders   thereof  as  they appear  on  the  books  and  records  of  the  Registrar   on  the  relevant   record  dates.  The  relevant record  dates  shall  be  selected  by the  Administrators,   which  dates  shall  be  15 days  before  the relevant   Distribution    Payment   Date.   Distributions    payable   on   any   Securities   that   are  not punctually  paid  on  any  Distribution   Payment  Date,  as a result  of the Debenture   Issuer  having failed  to  make  a  payment  under  the  Debentures,   as  the  case  may  be,  when  due  (taking  into account  any  Extension   Period),  will  cease  to  be  payable  to  the  Person   in  whose  name  such Securities  are registered  on the relevant  record  date, and such defaulted  Distribution   will instead be payable  to the Person  in whose  name such Securities  are registered  on the special  record  date or other  specified  date  determined  in accordance  with the Indenture.    Notwithstanding   anything to the contrary  contained  herein,  if any Distribution   Payment  Date,  other  than  on the Maturity Date, any Redemption  Date or the Special Redemption  Date, falls on a day that is not a Business Day, then any Distributions  payable  will be paid on, and such Distribution   Payment  Date will be moved  to, the  next  succeeding  Business  Day,  and  additional  Distributions   will  accrue  for  each day that such payment  is delayed  as a result thereof    If the Maturity  Date,  any Redemption  Date or the  Special  Redemption   Date  falls  on  a day that  is not  a Business  Day,  then  the  principal, premium,  if any, and/or  Distributions   payable  on such date will  be paid  on the next  succeeding Business  Day,  and no additional  Distributions   will  accrue  in respect  of such  payment  made  on such next succeeding  Business  Day.


(g)        In the event that there is any money  or other property  held by or for the Trust that is not  accounted  for hereunder,  such  property  shall  be distributed   pro  rata  (as defined  herein) among the Holders  of the Securities.


3.        Liquidation   Distribution   Upon  Dissolution.     In  the  event   of  the  voluntary   or involuntary    liquidation,    dissolution,    winding-up    or   termination     of   the    Trust    (each,    a "Liquidation")  other  than in connection  with a redemption  of the Debentures,   the Holders  of the Securities  will be  entitled  to receive  out  of the assets  of the Trust  available  for distribution   to Holders  of the Securities,  after satisfaction  of liabilities  to creditors  of the Trust  (to the extent not satisfied  by the Debenture   Issuer),  distributions   equal  to the aggregate  of the stated  liquidation amount  of  $1,000  per  Security  plus  accrued  and  unpaid  Distributions   thereon  to  the  date  of payment  (such  amount  being  the  "Liquidation   Distribution"),   

	
			
	 
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unless  in connection   with  such Liquidation,  the Debentures  in an aggregate  stated principal  amount  equal to the aggregate  stated liquidation   amount  of  such  Securities,   with  an interest  rate  equal  to the  Coupon  Rate  of,  and bearing  accrued  and unpaid  interest  in an amount  equal to the accrued  and unpaid  Distributions on,   and  having  the  same  record  date  as,  such  Securities,   after  paying  or  making  reasonable provision  to pay all claims and obligations  of the Trust in accordance  with Section  3808(e)  of the Statutory  Trust  Act,  shall  be distributed  on a Pro  Rata basis  to the Holders  of the Securities  in exchange  for such Securities.The Sponsor,  as the Holder  of all of the Common  Securities,   has the right  at any time to, upon  receipt  of an opinion  of nationally  recognized  tax counsel  that Holders  will not recognize any  gain  or  loss  for United  States  federal  income  tax  purposes   as  a result  of  the  distribution Debentures,  dissolve  the Trust  (including  without  limitation  upon the occurrence  of a Tax Event, an  Investment   Company   Event  or  a  Capital  Treatment   Event),   subject  to  the  receipt  by  the Debenture   Issuer  of  prior  approval   from  any  regulatory   authority  having  jurisdiction   over  the Sponsor that is primarily  responsible  for regulating  the activities  of the Sponsor  if such approval is then required  under applicable  capital  guidelines  or policies  of such regulatory  authority,   and, after satisfaction  of liabilities  to creditors  of the Trust,  cause  the Debentures  to be distributed  to the  Holders   of  the  Securities   on  a  Pro  Rata  basis  in  accordance   with  the  aggregate   stated liquidation  amount thereof.


The Trust  shall dissolve  on the first  to occur of (i) March  15,  2041,   the expiration  of the term of the Trust,  (ii) a Bankruptcy  Event with respect to the Sponsor,   the Trust or the Debenture Issuer,  (iii)  (other  than  in connection   with  a  merger,  consolidation   or  similar  transaction   not prohibited  by the Indenture,   this Declaration  or the Guarantee,  as the case may be) the filing of a certificate  of dissolution  or its equivalent  with respect  to the Sponsor  or upon  the revocation  of the charter  of the Sponsor  and the expiration  of 90 days  after  the date  of revocation   without  a reinstatement   thereof,  (iv)  the  distribution   to the  Holders  of  the  Securities   of  the  Debentures, upon exercise  of the right of the Holder  of all of the outstanding  Common  Securities  to dissolve the Trust  as described  above,  (v) the entry of a decree  of a judicial  dissolution  of the Sponsor  or the  Trust,  or  (vi)  when  all  of  the  Securities   shall  have  been  called   for  redemption   and  the amounts necessary  for redemption  thereof  shall have been paid to the Holders  in accordance  with the  terms  of the  Securities.   As  soon  as practicable   after  the dissolution   of  the Trust  and  upon completion   of  the  winding   up  of  the  Trust,  the  Trust   shall  terminate   upon  the  filing  of  a certificate  of cancellation  with the Secretary  of State of the State of Delaware.


If  a Liquidation of the Trust occurs as described in clause (i),  (ii),  (iii) or (v) in the immediately preceding paragraph, the Trust shall be liquidated by the Institutional Trustee of the Trust as expeditiously as such Trustee determines to be possible by distributing, after satisfaction of liabilities to  creditors of the Trust as provided by applicable law,  to the Holders of the Securities, the Debentures on a Pro Rata basis to the extent not satisfied by the Debenture Issuer, unless such distribution is determined by the Institutional Trustee not to be practical, in which event such Holders will be  entitled to  receive out of the  assets of  the  Trust available for distribution to the Holders, after satisfaction of liabilities to creditors of the Trust to the extent not satisfied by the Debenture Issuer, an amount equal to the Liquidation Distribution. An early Liquidation of the Trust pursuant to clause {iv) of the immediately preceding paragraph shall occur if the Institutional Trustee determines that such Liquidation is possible by distributing, after satisfaction of liabilities to creditors of Trust, to the Holders of the Securities on a Pro Rata basis, the Debentures, and such distribution occurs.


If, upon any such Liquidation, 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 the amounts payable directly by the Trust on such Capital Securities shall be paid to the Holders of the Securities on a Pro Rata basis,  except that if an Event of Default has occurred and is  continuing, the Capital Securities shall have a preference over the Common Securities with regard to such distributions.


Upon  any such  Liquidation  of the Trust  involving  a distribution   of the Debentures,   if at the  time  of  such  Liquidation,   the  Capital   Securities   were  rated  by  at  least  one  nationally recognized  statistical  

	
			
	 
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rating  organization,  the Debenture  Issuer will use its reasonable  best efforts to obtain from at least one such or other rating organization  a rating  for the Debentures.


After the date for any distribution  of the Debentures  upon dissolution  of the Trust,  (i) the Securities   of  the  Trust   will  be   deemed   to  be  no  longer   outstanding,    (ii)  any  certificates representing  the Capital  Securities  will be deemed  to represent  undivided  beneficial  interests  in such  of  the  Debentures   as  have  an  aggregate  principal   amount   equal  to  the  aggregate   stated liquidation   amount  of,  with  an  interest  rate  identical   to  the  distribution   rate  of,  and  bearing accrued  and  unpaid  interest  equal  to accrued  and  unpaid  distributions   on,  the  Securities   until such certificates  are presented  to the Debenture  Issuer or its agent for transfer  or reissuance  (and until such  certificates  are so surrendered,  no payments   of interest  or principal  shall  be made  to Holders  of Securities  in respect  of any payments  due and payable  under  the Debentures)  and (iii) all  rights  of  Holders  of  Securities   under  the  Capital  Securities   or  the  Common   Securities,   as applicable,  shall cease,  except  the right of such Holders  to receive  Debentures  upon  surrender  of certificates  representing  such Securities.


4.         Redemption  and Distribution.


(a)        The   Debentures    will   mature   on  March   15,    2036.   The   Debentures    may   be redeemed  by the Debenture  Issuer,  in whole or in part,  on any March  15, June  15, September  15 or December   15 on or after March  15, 2011 at the Redemption   Price,  upon not  Jess than 30 nor more  than  60 days'  notice  to Holders  of such Debentures.   In addition, upon the occurrence and continuation of a Tax Event, an Investment Company Event or a Capital Treatment Event, the Debentures may be redeemed by the Debenture Issuer in whole or in part, at any time within 90 days  following the  occurrence  of  such  Tax  Event,  Investment  Company  Event  or  Capital Treatment  Event,  as  the  case  may  be  (the  "Special  Redemption  Date"),  at  the  Special Redemption Price, upon not  less than  30 nor  more than 60  days' notice to Holders of the Debentures so long as such Tax Event, Investment Company Event or Capital Treatment Event, as the case may be, is continuing. In each case, the right of the Debenture Issuer to redeem the Debentures is subject to the Debenture Issuer having received prior approval from any regulatory authority having jurisdiction over the Debenture Issuer, if such approval is then required under applicable capital guidelines or policies of such regulatory authority.


"Tax Event" means the receipt by the Debenture Issuer and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to or change (including any announced prospective change) in the laws or any regulations thereunder of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement (including any private letter ruling, technical advice memorandum, regulatory procedure, notice or announcement) (an "Administrative Action") or judicial decision interpreting or applying such laws or regulations, regardless of whether such Administrative Action  or judicial  decision is  issued to  or in  connection with  a proceeding involving the Debenture Issuer or the Trust and whether or not subject to review or appeal, which  amendment,  clarification,  change,  Administrative  Action  or  decision  is  enacted, promulgated  or  announced, in  each  case  on  or  after  the  date  of  original  issuance of  the Debentures, there is more than an insubstantial risk that: (i) the Trust is, or will be within 90 daysof the date of such  opinion,  subject  to United  States  federal  income  tax with  respect  to income received  or  accrued  on  the  Debentures;   (ii)  interest  payable  by  the  Debenture   Issuer  on  the Debentures  is not,  or within  90 days  of the date  of such opinion,  will  not be,  deductible  by the Debenture  Issuer,  in whole or in part, for United States federal income tax purposes; or (iii) the 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 (including withholding taxes), duties, assessments or other governmental charges.


"Investment Company Event" means the receipt by the Debenture Issuer and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of a change in law or regulation or written change in interpretation or application of law or regulation by any legislative body, court, governmental agency 

	
			
	 
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or regulatory authority, there  is more than an insubstantial risk  that the Trust is or, within 90 days of the  date of such opinion will be, considered an "investment company" that  is required to be registered  under the  Investment Company Act,  which  change  or  prospective  change  becomes  effective  or  would  become effective, as the case may be, on or after the date of the original issuance of the Debentures.


"Capital Treatment Event" means, if the Debenture Issuer is organized and existing under the laws of the United States or any state thereof or the District of Columbia, the receipt by the Debenture Issuer and the Trust of an Opinion of Counsel experienced in such matters to the effect that, as a result of (a) any amendment to, or change in, the laws, rules or regulations of the United States or any political subdivision thereof or therein, or any rules, guidelines or policies of any applicable regulatory authority for the Debenture Issuer or (b) any official or administrative pronouncement or action or decision interpreting or applying such laws, rules or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after the date of original issuance of the Debentures, there is more than an insubstantial risk that, within 90 days of the receipt of such opinion, the aggregate Liquidation Amount of the Capital Securities will not be eligible to be treated by the Debenture Issuer as "Tier 1  Capital" (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the Federal Reserve (or any successor regulatory authority with jurisdiction  over bank or financial holding companies), as then in effect and applicable to the Debenture Issuer (or if the Debenture Issuer is not a bank holding company, such guidelines applied to the Debenture Issuer as if the Debenture Issuer were subject to such guidelines); provided, however, that the inability of the Debenture Issuer to treat all or any portion of the aggregate Liquidation Amount of the Capital Securities as Tier 1   Capital shall not constitute the basis for a Capital Treatment Event, if such inability results from the Debenture Issuer having cumulative preferred stock, minority interests in consolidated subsidiaries, or any other class of security or interest which the Federal Reserve or OTS, as applicable, may now or hereafter accord Tier 1   Capital treatment in excess of the amount which may now or hereafter qualify for treatment as Tier 1   Capital under applicable capital adequacy guidelines; provided further, however, that the distribution of the Debentures in connection with the liquidation of the Trust by the Debenture Issuer shall not in and of itself constitute a Capital Treatment Event unless such liquidation shall have occurred in connection with a Tax Event or an Investment Company Event.


"Special Event" means any of a Capital Treatment Event, a Tax Event or an InvestmentCompany Event."Special  Redemption   Price"  means,  with  respect  to  the  redemption   of  any  Debenture following  a Special  Event,  an amount  in cash  equal  to  103.525%  of  the  principal   amount  of Debentures  to be redeemed  prior  to March  15, 2007 and thereafter  equal to the percentage  of the principal  amount  of the Debentures  that is specified below  for the Special  Redemption  Date plus, in each case, unpaid interest  accrued thereon  to the Special Redemption  Date:


	
		
	Special  Redemption  During the 12-Month Period Beginning  March  15
	Percentage  of Principal  Amount



	2007
	103.140%

	2008
	102.355%

	2009
	101.570%

	2010
	100.785%

	2011 and thereafter
	100.000%






"Redemption  Date" means  the date fixed  for the redemption  of Capital  Securities,  which shall be any March  15, June  15, September  15 or December  15 on or after March  15, 2011.


"Redemption   Price"   means   100%  of  the  principal   amount   of  the  Debentures   being redeemed  plus accrued  and unpaid  interest  on such Debentures  to the Redemption  Date.

	
			
	 
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(b)        Upon  the repayment   in full at maturity or redemption in whole or in part of the Debentures (other than  following the  distribution of the  Debentures  to  the  Holders of the Securities), the proceeds from such repayment or payment shall concurrently be applied to redeem Pro Rata at the applicable Redemption Price, Securities having an aggregate liquidation amount equal to  the  aggregate principal amount of the Debentures so repaid  or redeemed; provided, however, that holders of such Securities shall be given not less than 30 nor more than
60 days' notice of such redemption (other than at the scheduled maturity of the Debentures).


(c)       If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata and the Capital Securities to be redeemed will be as described in Section 4(e)(ii) below.


(d)       The Trust may not redeem fewer than all the outstanding Capital Securities unless all accrued and unpaid Distributions have been paid on all Capital Securities for all quarterly Distribution periods terminating on or before the date of redemption.


(e)       Redemption or Distribution Procedures.


(i)      Notice of any redemption of, or notice of distribution of the Debentures in exchange for, the Securities (a "Redemption/Distribution Notice") will be given by the Trust by mail to each Holder of Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 4(e)(i), a Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to Holders of such Securities. Each Redemption/Distribution Notice shall be addressed to the Holders of such Securities at the address of each such Holder appearing on the books and records of the Registrar. No defect in the Redemption/Distribution Notice or in the mailing thereof with  respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.


(ii)      In the event that fewer than all the outstanding Securities are to be redeemed, the Securities to be redeemed shall be redeemed Pro Rata from each Holder of Capital Securities.


(iii)    If the Securities are to be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued if the Debentures are  redeemed as  set out  in this  Section  4  (which  notice will be irrevocable), then, provided, that the Institutional Trustee has a sufficient amount of cash in connection with the related redemption or maturity of the Debentures, the Institutional Trustee will, with respect to Book-Entry Capital Securities, on the Redemption Date, irrevocably deposit with the Depositary for such Book Entry Capital Securities, to the extent available therefore, funds sufficient to pay the relevant Redemption Price and will give such Depositary irrevocable instructions and authority to pay the Redemption Price  to the  Owners of the Capital Securities.   With respect to Capital Securities that are not Book-Entry Capital  Securities, the  Institutional Trustee will  pay,  to  the  extent  available therefore, the relevant Redemption Price to the Holders of such Securities by check mailed to the address of each such Holder appearing on the books and records of the Trust on the redemption date. If a Redemption/DistributionNotice shall have been given and funds deposited as required, then immediately prior to the close of business on the date of such deposit, Distributions will cease to accrue on the Securities so called for redemption and all rights of Holders of such Securities so called for 

	
			
	 
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redemption will cease, except the right of the Holders of such Securities to receive the applicable Redemption Price specified in Section


4(a). If any date fixed for redemption of Securities is not a Business Day, then payment of any such Redemption Price payable on such date will be made on the next succeeding day that is a Business Day 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 fixed for redemption. If payment of the Redemption Price in respect of any Securities is improperly withheld or refused and not paid either by the Trust or by the Debenture Issuer as guarantor pursuant to the Guarantee, Distributions on such Securities will continue to accrue at the then applicable rate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price. In the event of any redemption of the Capital Securities issued by the Trust in part, the Trust shall not be required to (i) issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before any selection for redemption of the CapitalSecurities   and  ending  at the close  of business   on the  earliest  date  on which  the relevant  notice  of redemption   is deemed  to have  been  given  to all Holders  of the Capital  Securities  to be  so redeemed  or  (ii) register  the  transfer  of or  exchange any Capital  Securities  so selected  for redemption,   in whole  or in part, except for the unredeemed portion of any Capital Securities being redeemed in part.


(iv)      Redemption/Distribution Notices shall be sent by the Trust (A) in respect of the Capital Securities, to the Holders thereof: and (B) in respect of the Common Securities, to the Holder thereof.


(v)       Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), and provided, that the acquiror is not the Holder of the Common Securities or the obligor under the Indenture, the Sponsor or any of its subsidiaries may at anytime and from time to time purchase outstanding  Capital  Securities  by  tender,  in the  open  market  or  by  private agreement.


5.        Voting Rights - Capital Securities.


(a)       Except as provided under Sections 5(b) and 7 and as otherwise required by law and the  Declaration, the  Holders  of the  Capital  Securities will have  no  voting rights.  The Administrators are required to call a meeting of the Holders of the Capital Securities if directed to do so by Holders of not less than 10% in liquidation amount of the Capital Securities.


(b)       Subject to the requirements of obtaining a tax opinion by the Institutional Trustee in certain circumstances set forth in the last sentence of this paragraph, the Holders of a Majority in liquidation amount of the Capital Securities, voting separately as a class, have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under the Declaration, including the right to direct the Institutional Trustee, as holder of the Debentures, to (i) exercise the  remedies available under the  Indenture as the holder of the 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 Debentures shall be due and payable or (iv) consent on behalf of all the Holders of the Capital Securities to any amendment, modification or termination of the Indenture or the Debentures where such consent shall be required; provided, however, that, where a consent or action under the Indenture would require the  consent or act of the holders of greater than a simple majority  in principal  amount of Debentures (a "Super Majority") affected thereby, the Institutional Trustee may only give such consent or take such action at the written direction of the Holders of not less than the proportion in liquidation amount of the Capital Securities 

	
			
	 
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outstanding which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. If the Institutional Trustee fails to enforce its rights under the Debentures after the Holders of a Majority or Super Majority, as the case may be, in liquidation amount of such Capital Securities have so directed the Institutional Trustee, to the fullest extent permitted by law, a Holder of the Capital Securities may institute a legal proceeding directly against the Debenture Issuer to enforce the Institutional Trustee's rights under the Debentures without first instituting any legal proceeding against the Institutional Trustee or any other person or entity. Notwithstanding the foregoing, if an Event of Default   has  occurred   and  is  continuing   and  such  event  is  attributable   to  the  failure  of  the Debenture  Issuer to pay interest  or premium,  if any, on or principal  of the Debentures  on the date such  interest,  premium,   if  any,  on  or  principal   is payable   (or  in  the  case  of  redemption,   the redemption   date),   then  a  Holder  of  record  of  the  Capital  Securities   may  directly   institute   a proceeding   for  enforcement   of  payment,   on  or  after  the  respective   due  dates  specified  in  the Debentures,   to such  Holder  directly  of  the  principal  of or premium,   if  any,  or  interest  on  the Debentures  having  an aggregate  principal  amount  equal  to the aggregate  liquidation   amount  of the  Capital  Securities  of  such  Holder.  The  Institutional   Trustee  shall  notify  all Holders  of  the Capital  Securities  of any default  actually  known  to the Institutional   Trustee  with  respect  to the Debentures   unJess  (x) such  default  has been  cured  prior  to the giving  of  such notice  or (y) the Institutional  Trustee  determines  in good faith that the withholding  of such notice  is in the interest of  the  Holders  of  such  Capital  Securities,   except  where  the  default  relates  to  the  payment  of principal  of  or  interest  on  any  of  the  Debentures.   Such  notice   shall  state  that  such  Indenture Event  of Default  also  constitutes  an Event  of Default  hereunder.  Except  with respect  to directing the  time, method  and place  of conducting   a proceeding   for a remedy,  the  Institutional   Trustee shall not take any of the actions  described  in clause  (i), (ii) or (iii) above  unless  the Institutional Trustee  has  obtained  an opinion  of tax counsel  to the effect  that,  as a result  of such  action,  the Trust  will  not  be  classified   as other  than  a grantor  trust  for United  States  federal  income  tax purposes.


In the  event  the  consent  of the Institutional   Trustee,   as the  holder  of the  Debentures   is required  under  the Indenture  with respect  to any amendment,  modification   or termination  of the Indenture,   the  Institutional   Trustee   may  request   the  written  direction   of  the  Holders   of  the Securities   with  respect  to  such  amendment,   modification   or  termination   and  shall  vote  with respect  to such amendment,   modification  or termination  as directed  by a Majority  in  liquidation amount   of  the  Securities   voting   together  as  a  single  class;  provided,   however,   that  where  a consent  under  the  Indenture   would  require  the  consent  of  a  Super  Majority,   the  Institutional Trustee  may  only  give such  consent  at the written  direction  of the Holders  of not  less than  the proportion   in  liquidation   amount   of  such  Securities   outstanding   which   the  relevant   Super Majority   represents   of  the  aggregate   principal   amount   of  the  Debentures   outstanding.   The Institutional   Trustee  shall  not take  any such  action  in  accordance  with  the written  directions  of the  Holders   of  the  Securities   unless  the  Institutional   Trustee  has  obtained   an  opinion   of  tax counsel  to the effect that, as a result of such action,  the Trust will not be classified  as other than a grantor trust for United  States federal income tax purposes.


A waiver  of an Indenture  Event  of Default  will constitute  a waiver  of the corresponding Event  of  Default   hereunder.   Any  required   approval   or  direction   of  Holders   of  the  Capital Securities  may be given  at a separate  meeting  of Holders  of the Capital  Securities  convened  for such  purpose,  at  a meeting  of  all  of the  Holders  of  the  Securities   in the  Trust  or pursuant  to written  consent.  The Institutional  Trustee  will cause a notice of any meeting  at which  Holders  of the Capital  Securities  are entitled  to vote, or of any matter  upon which  action by written  consent of such Holders  is to be taken,  to be mailed  to each Holder  of record  of the Capital  Securities. Each  such notice  will include  a statement  setting  forth  the following  information   (i) the date of such meeting  or the date by which  such action  is to be taken,  (ii) a description   of any resolution proposed  for  adoption  at such  meeting  on which  such  Holders   are  entitled   to vote  or of  such matter  upon which  written  consent  is sought  and (iii)  instructions  for the delivery  of proxies  or consents.  No  vote  or consent  of the  Holders  of the  

	
			
	 
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Capital  Securities  will  be required   for theTrust  to redeem  and cancel  Capital  Securities  or to distribute  the Debentures   in accordance  with the Declaration  and the terms of the Securities.


Notwithstanding   that  Holders  of  the  Capital  Securities   are  entitled  to  vote  or  consent under any of the circumstances   described  above,  any of the Capital  Securities  that are owned  by the Sponsor  or any Affiliate  of the Sponsor  shall not entitle the Holder  thereof  to vote or consent and shall,  for purposes  of such vote or consent,  be treated  as if such  Capital  Securities  were not outstanding.


In  no  event  will  Holders   of  the  Capital  Securities   have  the  right  to  vote  to  appoint, remove  or replace  the Administrators,   which voting  rights  are vested  exclusively  in the Sponsor as the Holder  of all of the Common  Securities  of the Trust. Under  certain  circumstances   as more fully described  in the Declaration,  Holders  of Capital  Securities  have the right to vote to appoint, remove or replace  the Institutional  Trustee and the Delaware  Trustee.


6.         Voting Rights  - Common  Securities.


(a)        Except  as provided  under  Sections  6(b), 6(c) and 7 and as otherwise  required  by law  and the Declaration,  the Common  Securities  will have no voting rights.


(b)        The Holders  of the Common  Securities  are entitled,  in accordance  with Article  IV of the Declaration,   to vote to appoint,  remove or replace any Administrators.


(c)        Subject  to Section  6. 7 of the Declaration  and only  after each Event  of Default  (if any) with  respect  to the Capital  Securities  has been  cured,  waived  or otherwise  eliminated  and subject  to the  requirements   of  the second  to  last  sentence  of  this  paragraph,   the Holders  of a Majority  in  liquidation   amount  of  the  Common   Securities,  voting  separately   as  a  class,   may direct the time, method,  and place  of conducting  any proceeding  for any remedy  available  to the Institutional   Trustee,  or exercising  any trust  or power  conferred  upon  the  Institutional   Trustee under   the  Declaration,    including   (i)  directing   the  time,   method,   place   of  conducting    any proceeding   for any remedy  available  to the Debenture  Trustee,  or exercising  any trust or power conferred  on the Debenture  Trustee  with respect  to the Debentures,  (ii) waiving  any past default and its consequences  that are waivable  under the Indenture,  or (iii) exercising  any right to rescind or annul a declaration  that the principal  of all the Debentures  shall be due and payable,  provided, however,  that, where a consent or action under the Indenture  would  require  a Super Majority,  the Institutional  Trustee  may only  give  such consent  or take such  action  at the written  direction  of the  Holders  of  not  less  than  the  proportion   in liquidation   amount  of  the  Common   Securities which   the   relevant   Super   Majority   represents    of  the   aggregate   principal    amount   of  the Debentures   outstanding.   Notwithstanding   this  Section  6(c),  the  Institutional   Trustee  shall  not revoke  any action  previously  authorized  or approved  by a vote  or consent  of the Holders  of the Capital  Securities.  Other than with respect  to directing  the time, method  and place of conducting any proceeding  for any remedy  available  to the Institutional  Trustee  or the Debenture  Trustee  as set forth above,  the Institutional  Trustee  shall not take any action  described  in clause  (i), (ii) or (iii) above,  unless  the Institutional  Trustee  has  obtained  an opinion  of tax  counsel  to the effect that for the purposes  of United  States federal income tax the Trust  will not be classified  as other than a grantor trust on account  of such action. If the Institutional  Trustee  fails to enforce its rights under  the  Declaration,   to  the  fullest  extent  permitted   by  law  any  Holder   of  the  Common Securities  may institute  a legal proceeding  directly  against  any Person  to enforce  the Institutional Trustee's   rights  under  the  Declaration,   without  first  instituting   a legal  proceeding   against  the Institutional  Trustee  or any other Person.


Any  approval   or  direction   of  Holders   of  the  Common   Securities   may  be  given  at  a separate  meeting  of Holders  of the Common  Securities  convened  for such purpose,  at a meeting of  all  of  the  Holders   of  the  Securities   in  the  Trust   or  pursuant   to  written   consent.   The 

	
			
	 
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Administrators   will cause  a notice  of any meeting  at which  Holders  of the  Common  Securities are entitled  to vote, or of any matter  upon which  action by written  consent  of such Holders  is to be taken,  to be mailed  to each Holder  of the Common  Securities.  Each such notice will include  a statement  setting  forth  (i) the  date  of such  meeting  or the  date  by  which  such  action  is to be taken,  (ii) a description  of any resolution  proposed  for adoption  at such meeting  on which  such Holders  are  entitled  to  vote  or  of  such  matter  upon  which  written  consent  is sought  and  (iii) instructions  for the delivery  of proxies  or consents.


No  vote  or  consent  of  the  Holders  of  the  Common  Securities  will  be  required   for the Trust  to redeem  and  cancel  Common  Securities  or to distribute  the  Debentures   in accordance with the Declaration  and the terms of the Securities.


7.         Amendments  to Declaration  and Indenture.


(a)        In  addition  to  any  requirements   under  Section   11.1  of  the  Declaration,   if  any proposed  amendment  to the Declaration  provides  for, or the Trustees  otherwise  propose  to effect, (i)  any  action  that  would   adversely   affect  the  powers,   preferences   or  special   rights  of  the Securities,  whether  by way of amendment  to the Declaration  or otherwise,  or (ii) the Liquidation of the  Trust,  other  than  as  described   in  Section  7.1  of  the  Declaration,   then  the  Holders   of outstanding   Securities,   voting   together   as  a  single   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  not  less  than  a  Majority   in  liquidation   amount   of  the  Securities affected  thereby;  provided,   however,   if  any  amendment   or  proposal   referred   to  in  clause  (i) above would  adversely  affect  only  the Capital  Securities  or only  the  Common  Securities,  then only  the  affected   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  a  Majority   in liquidation  amount of such class of Securities.


(b)        In  the   event   the   consent   of  the  Institutional    Trustee   as  the  holder   of  the Debentures   is  required  under  the  Indenture   with  respect  to  any  amendment,   modification   or termination  of the Indenture  or the Debentures,  the Institutional  Trustee  shall request  the written direction   of  the  Holders   of  the  Securities   with  respect  to  such  amendment,   modification   or termination   and  shall  vote  with  respect  to  such  amendment,   modification,   or  termination   as directed  by a Majority  in liquidation  amount  of the Securities  voting  together  as a single  class; provided,  however,  that where a consent  under the Indenture  would  require  a Super Majority,  the Institutional  Trustee  may  only  give  such consent  at the written  direction  of the Holders  of not less than the proportion  in liquidation  amount of the Securities  which the relevant  Super Majority represents  of the aggregate  principal  amount of the Debentures  outstanding.


(c)        Notwithstanding  the  foregoing,  no  amendment  or modification   may  be  made  to the Declaration  if such amendment  or modification  would  (i) cause the Trust  to be classified  for purposes  of United  States  federal  income  taxation  as other  than  a grantor  trust,   (ii)  reduce  or otherwise  adversely  affect  the powers  of the Institutional   Trustee  or (iii)  cause  the Trust  to be deemed   an  "investment   company"   which  is  required   to  be  registered   under  the  Investment Company  Act.


(d)       Notwithstanding   any provision  of the Declaration,   the right  of any Holder  of the Capital  Securities  to receive  payment  of distributions   and  other  payments  upon  redemption   or otherwise,  on or after their respective  due dates,  or to institute  a suit for the enforcement  of any such  payment  on or  after  such  respective  dates,  shall  not  be impaired   or  affected  without  the consent  of such Holder.  For the protection  and enforcement  of the foregoing  provision,  each and every Holder of the Capital  Securities  shall be entitled to such relief as can be given either at law or equity.



	
			
	 
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8.          Pro Rata.   A reference  in these terms of the Securities  to any payment,  distribution or treatment  as being  "Pro Rata" shall mean pro rata to each Holder  of the Securities  according  to the aggregate  liquidation  amount  of the Securities  held by the relevant  Holder  in relation  to the aggregate  liquidation  amount  of  all Securities  outstanding  unless,  in relation  to a payment,  an Event of Default  has occurred  and is continuing,  in which case any funds available  to make such payment  shall  be paid  first  to each  Holder  of the  Capital  Securities  Pro  Rata  according  to the aggregate  liquidation  amount  of the Capital  Securities  held by the relevant  Holder  relative to the aggregate  liquidation  amount  of all Capital  Securities  outstanding,   and only  after satisfaction  of all  amounts   owed  to  the  Holders   of  the  Capital  Securities,   to  each  Holder   of  the  Common Securities  Pro  Rata  according  to the  aggregate   liquidation   amount  of the  Common   Securities held  by  the  relevant   Holder   relative   to  the  aggregate   liquidation   amount   of  all  Common Securities  outstanding.


9.          Ranking.    The Capital  Securities  rank pari passu  with,  and payment  thereon  shall be made  Pro  Rata  with,  the  Common   Securities   except  that,  where  an  Event  of  Default  has occurred  and is continuing,  the rights  of Holders  of the Common  Securities  to receive  payment of Distributions   and payments  upon  liquidation,  redemption   and  otherwise  are subordinated   to the  rights  of  the  Holders   of  the  Capital   Securities   with  the  result  that  no  payment   of  any Distribution   on, or Redemption   Price  or Special  Redemption   Price  of,  any  Common  Security, and  no other  payment  on  account  of  redemption,   liquidation   or other  acquisition   of Common Securities,   shall   be  made   unless   payment   in  full  in  cash   of  all  accumulated    and  unpaid Distributions   on all outstanding  Capital  Securities  for all distribution   periods  terminating  on or prior thereto,  or in the case of payment  of the Redemption  Price or Special  Redemption  Price the full amount of such Redemption  Price or the Special Redemption  Price on all outstanding  Capital Securities   then  called  for  redemption,   shall  have  been  made  or  provided   for,  and  all  funds immediately  available  to the Institutional   Trustee  shall  first be applied  to the payment  in full in cash  of all Distributions   on,  or the Redemption   Price  or the  Special  Redemption   Price  of, the Capital Securities  then due and payable.


10.        Acceptance   of Guarantee   and Indenture.     Each  Holder  of the  Capital  Securities and the Common  Securities,  by the acceptance  of such Securities,  agrees  to the provisions  of the Guarantee,  including  the subordination  provisions  therein and to the provisions  of the Indenture.


11.       No  Preemptive   Rights.    The  Holders  of  the  Securities   shall  have  no,  and  the issuance  of  the  Securities   is not  subject  to, preemptive   or  similar  rights  to subscribe   for  any additional  securities.


12.        Miscellaneous.   These terms constitute  a part of the Declaration.  The Sponsor  will provide  a copy of the Declaration,   the Guarantee,  and the Indenture  to a Holder  without  charge on written request  to the Sponsor  at its principal  place of business.



	
			
	 
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EXHIBIT A-1


FORM  OF CAPITAL   SECURITY   CERTIFICATE


[FORM OF FACE OF SECURITY]


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF  1933,  AS  AMENDED (THE  "SECURITIES ACT"), OR ANY   STATE  SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR  ANY   INTEREST OR PARTICIPATION HEREIN MAY  BE  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATIONOR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,  THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE HOLDER OF THIS  SECURITY BY  ITS  ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE DEBENTURE ISSUER OR THE TRUST, (B)  PURSUANT TO RULE


144A  UNDER THE  SECURITIES ACT ("RULE  144A") TO  A PERSON THE HOLDER
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE  144A, (C) TO  A  ''NON U.S. PERSON"  IN  AN   "OFFSHORE  TRANSACTION"  PURSUANT  TO   REGULATIONS UNDER THE  SECURITIES ACT,  (D) PURSUANT TO  AN  EXEMPTION  FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)  (1),   (2),  (3)  OR (7)  OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND  NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY  DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE DEBENTURE ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E)  TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.


THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND  WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.


THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND  WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,INDIVIDUAL RETIREMENT     ACCOUNT    OR   OTHER    PLAN    OR   ARRANGEMENT SUBJECT  TO TITLE  I OF THE  EMPLOYEE  RETIREMENT   INCOME  SECURITY  ACT OF 1974,   AS  AMENDED   ("ERISA"),   OR  SECTION   4975   OF  THE   INTERNAL   REVENUE CODE  OF  1986,   AS  AMENDED   (THE  "CODE"),   (EACH   A  "PLAN"),   OR  AN  ENTITY WHOSE   UNDERLYING    ASSETS   INCLUDE   "PLAN   ASSETS"   BY  REASON   OF  ANY PLAN'S  INVESTMENT   IN THE  ENTITY  AND NO PERSON  INVESTING   "PLAN  ASSETS" OF  ANY   PLAN   MAY   ACQUIRE   OR   HOLD   THIS   SECURITY    OR   ANY   INTEREST THEREIN,    UNLESS    SUCH    PURCHASER     OR   HOLDER    IS   ELIGIBLE     FOR    THE EXEMPTION      RELIEF     

	
			
	 
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AVAILABLE      UNDER     U.S.     DEPARTMENT      OF     LABOR PROHIBITED  TRANSACTION    CLASS  EXEMPTION   96-23,   95-60,   91-38,   90-1  OR  84-14 OR ANOTHER  APPLICABLE  EXEMPTION   OR ITS PURCHASE  AND HOLDING  OF TIDS SECURITY   IS NOT  PROHIBITED   BY  SECTION   406  OF  ERISA  OR  SECTION   4975  OF THE  CODE  WITH  RESPECT   TO  SUCH  PURCHASE   OR HOLDING.   ANY  PURCHASER OR HOLDER  OF THIS  SECURITY  OR ANY INTEREST  THEREIN  WILL BE DEEMED  TO HA VE REPRESENTED   BY ITS PURCHASE  AND HOLDING  THEREOF  THAT  EITHER  (i) IT IS NOT  AN  EMPLOYEE  BENEFIT  PLAN  WITHIN  THE  MEANING   OF  SECTION  3(3) OF ERISA,  OR A PLAN  TO  WHICH  SECTION  4975  OF THE  CODE  IS APPLICABLE,   A TRUSTEE   OR  OTHER  PERSON   ACTING   ON  BEHALF   OF  AN  EMPLOYEE   BENEFIT PLAN  OR PLAN,  OR ANY  OTHER  PERSON  OR ENTITY  USING  THE  ASSETS  OF ANY EMPLOYEE  BENEFIT  PLAN  OR PLAN  TO FINANCE  SUCH  PURCHASE,   OR (ii) SUCH PURCHASE   WILL  NOT  RESULT  IN A PROHIBITED   TRANSACTION   UNDER  SECTION 406   OF   BRISA   OR   SECTION    4975   OF   THE   CODE   FOR   WHICH    THERE    IS  NO APPLICABLE   STATUTORY  OR ADMINISTRATIVE   EXEMPTION.


IN CONNECTION   WITH  ANY TRANSFER,  THE  HOLDER  OF THE  CERTIFICATE WILL  DELIVER  TO THE  REGISTRAR   AND TRANSFER   AGENT  SUCH  CERTIFICATES AND   OTHER   INFORMATION    AS  MAY   BE  REQUIRED    BY   THE   AMENDED    AND RESTATED     DECLARATION     OF   TRUST    TO    CONFIRM    THAT    THE    TRANSFER COMPLIES  WITH THE FOREGOING  RESTRICTIONS.


THIS  SECURITY   WILL  BE  ISSUED   AND  MAY  BE  TRANSFERRED    ONLY  IN BLOCKS HAVING  A LIQUIDATION  AMOUNT  OF NOT LESS THAN $100,000  AND MULTIPLES  OF $1,000  IN EXCESS  THEREOF.  ANY ATTEMPTED   TRANSFER   OF THIS SECURITY  IN A BLOCK  HAVING  A LIQUIDATION   AMOUNT  OF LESS  THAN  $100,000
SHALL  BE DEEMED  TO BE VOID  AND  OF NO  LEGAL  EFFECT  WHATSOEVER.   ANY
SUCH  PURPORTED   TRANSFEREE   SHALL  BE DEEMED  NOT  TO BE THE  HOLDER  OF THIS   SECURITY   FOR   ANY   PURPOSE,    INCLUDING,    BUT   NOT   LIMITED   TO,   THE RECEIPT    OF   DISTRIBUTIONS      ON    THIS    SECURITY,     AND    SUCH    PURPORTED TRANSFEREE   SHALL  BE  DEEMED  TO HA VE  NO  INTEREST  WHATSOEVER   IN THIS SECURITY.



	
			
	 
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	Certificate  Number      [P-001]
	Number  of Capita] Securities:    26,000






Certificate  Evidencing  Capital Securities 


of


Central Bancorp Statutory  Trust I


TP Securities


(liquidation amount $1,000 per Capital Security)


Central Bancorp Statutory Trust I, a statutory trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Holder"), is the registered owner of 26,000  capital securities of the Trust representing undivided beneficial interests in the assets of the Trust, designated the TP Securities (liquidation amount $1,000 per Capital Security) (the "Capital Securities"). Subject to the Declaration (as defined below), the Capital 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. The Capital Securities represented hereby are issued pursuant to, and the designation, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities shall in all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust, dated as of December 27, 2005, among Keith Ward and James D.  Yoo, as Administrators, Chase  Bank USA, National  Association,  as Delaware Trustee, JPMorgan Chase Bank, National Association, as Institutional Trustee, Central Bancorp, Inc.,  as Sponsor, and the holders from time to time of undivided beneficial interests in the assets of the Trust, including the designation of the terms of the Capital Securities as set forth in Annex I to the Declaration, as the same may be amended from time to time (the "Declaration"). Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein.  The Sponsor will provide a copy of the Declaration, the Guarantee, and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business.


By acceptance of this Security, the Holder is bound by the Declaration and is entitled to the benefits thereunder.


By acceptance of this Security, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Capital Securities as evidence of beneficial ownership in the Debentures.


This Capital Security is governed by, and shall be construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws.





	
			
	 
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IN WITNESS  WHEREOF,  the Trust has duly executed  this certificate.


	
				
	 
	Central Bancorp  Statutory  Trust  I

	 
	 
	 

	 
	By:
	 

	 
	 
	Name:
	 

	 
	 
	Title:
	Administrator

	 
	 
	 
	 

	 
	Dated:
	 






CERTIFICATE  OF AUTHENTICATION


This is one of the Capital Securities  referred  to in the within-mentioned Declaration.


	
				
	 
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,not in its individual capacity but solely as Institutional Trustee

	 
	 
	 

	 
	By:
	 

	 
	 
	Authorized Signature

	 
	 
	 
	 

	 
	Dated:
	 







	
			
	 
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[FORM OF REVERSE  OF SECURITY]


Distributions   payable  on each Capital  Security  will be payable  at a fixed rate of 6.255% (the "Fixed  Rate")  per annum  from December  27, 2005  until March  15,  2011  (the "Fixed  Rate Period")  and thereafter  at a variable  per annum  rate of interest,  reset  quarterly,  equal to LIBOR (as defined  in the Declaration)  plus  1.40% (the "Variable  Rate"  and together  with the Fixed Rate, the  "Coupon  Rate")  of the stated  liquidation  amount  of $1,000  per  Capital  Security  (provided, however,  that the Coupon  Rate for any Distribution  Payment  Period  may  not exceed  the highest rate permitted  by New  York  law, as the same may  be modified  by United  States  law of general applicability),   such Coupon  Rate being  the rate of interest  payable  on the Debentures  to be held by the Institutional  Trustee.  Distributions   in arrears  for more  than one quarterly  period  will bear interest   thereon   compounded   quarterly   at  the  then  applicable   Coupon   Rate   for  each  such quarterly  period  (to the  extent  permitted  by applicable  law).  The  term  "Distributions"   as used herein   includes   cash   distributions,    any  such  compounded   distributions    and  any  Additional Interest  payable  on the Debentures  unless  otherwise  stated. A Distribution   is payable  only to the extent that payments  are made in respect  of the Debentures  held by the Institutional   Trustee  and to  the  extent   the  Institutional   Trustee   has  funds  legally   available   in the  Property Account therefor. During the Fixed Rate Period, the amount of Distributions payable for any Distribution Payment Period will be computed for any full quarterly Distribution Payment Period on the basis of a 360-day year of twelve 30-day months and the amount 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. Upon expiration of the Fixed Rate Period, distributions will be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant Distribution Payment Period.


Except as otherwise described below, Distributions on the  Capital Securities will be cumulative, will accrue from the date of original issuance and will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2006 (each, a "Distribution Payment Date"). Upon submission of Notice, and so long as no Event of Default pursuant to paragraphs (c), (e) or (f) of Section 5.01  of the Indenture has occurred and is continuing the Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest distribution period for up to 20 consecutive quarterly periods (each, an "Extension Period") at any time and from time to time on the Debentures, subject to the conditions described below, during which Extension Period no interest shall be due and payable (except any Additional Interest that may be due and payable). During any Extension Period, interest will continue to accrue on the Debentures, and interest on such accrued interest (such accrued interest and interest thereon referred to herein as "Deferred Interest") will accrue at an annual rate equal to the Coupon Rate in effect for each such Extension Period, compounded quarterly from the date such Deferred Interest would have been payable were it not for the Extension Period, to the extent permitted by law. No Extension Period may end on a date other than a Distribution Payment Date. At the end of any such Extension Period, the Debenture Issuer shall pay all Deferred Interest then accrued and unpaid on the Debentures; provided, however, that no Extension Period may extend beyond the Maturity Date. Prior to the termination of any Extension Period, the Debenture Issuer may further extend such period; provided, that such period together with  all such previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date, Redemption Date (to the extent redeemed) or Special Redemption Date. Upon the termination of any Extension Period  and  upon  the payment  of all Deferred  Interest,  the Debenture   Issuer  may  commence   a new  Extension   Period,  subject  to the  foregoing  requirements.   No  interest  or Deferred  Interest (except  any Additional  Amounts  that may be due and payable)   shall be due and payable  during an Extension   Period,  except  at  the  end  thereof,  but  Deferred   Interest   shall  accrue  upon  each installment  of interest  that  would  otherwise  have  been  due  and payable  during  such  Extension Period  until such installment  is paid. If Distributions   are deferred,  the Distributions   due shall be paid on the date that the related  Extension  Period  terminates  to Holders  of the Securities  as they appear on the books and records  of the Trust on the record  date immediately  preceding  such date. Distributions   on  the  Securities   must  be  paid  on  the  dates  payable   (after  giving  effect  to  any Extension  Period)  to the extent that the Trust has funds legally  available  for the payment  of such distributions  in the Property  Account  

	
			
	 
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of the Trust. The Trust's  funds available  for Distribution   to the Holders  of the Securities  will be limited to payments  received  from the Debenture  Issuer. The payment   of  Distributions    out  of  moneys   held  by  the  Trust  is  guaranteed   by  the  Guarantor pursuant  to the Guarantee.


The Capital  Securities  shall be redeemable  as provided  in the Declaration.



	
			
	 
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ASSIGNMENT


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


	
			
	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	(Insert assignee's social security or tax identification number)

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	(Insert address and zip code of assignee),

	and irrevocably appoints____________________________
as agent to transfer this Capital Security Certificate on the books of the Trust.  The agent may
substitute another to act for it, him or her.

	 
	 
	 

	Date:
	 
	 

	Signature:
	 
	 

	 
	 
	 

	(Sign exactly as your name appears on the other side of this Capital Security Certificate)

	 
	 
	 

	Signature Guarantee:1
	 
	 

	 
	 
	 

	 
	 
	 




































______________________________________ 
1     Signature must be guaranteed by an "eligible guarantor institution" that is a bank. stockbroker, savings and loan association or credit union meeting the requirements of the Security registrar, which requirements include membership or participation  in the  Securities Transfer  Agents Medallion Program ("STAMP")  or  such other "signature guarantee program" as may be determined by the Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934,  as amended.

	
			
	 
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EXHIBIT   A-2


FORM  OF  COMMON   SECURITY   CERTIFICATE


THIS    COMMON    SECURITY    HAS   NOT    BEEN    REGISTERED     UNDER    THE SECURITIES   ACT  OF  1933,   AS  AMENDED,    OR  ANY  STATE  SECURITIES   LAWS  OR ANY  OTHER  APPLICABLE   SECURITIES   LAWS  AND  MAY  NOT  BE  OFFERED,    SOLD, PLEDGED  OR OTHERWISE   TRANSFERRED   EXCEPT  PURSUANT   TO  AN EXEMPTION FROM REGISTRATION.


EXCEPT   AS   SET   FORTH   IN  SECTION    8.l(b)    OF   THE   DECLARATION     {AS DEFINED BELOW),  THIS SECURITY MAY NOT BE OFFERED,  SOLD, PLEDGED  OR OTHERWISE



	
			
	 
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	Certificate  Number      [C-001]
	Number  of Common  Securities:   805






Certificate  Evidencing  Common  Securities 
of
Central Bancorp  Statutory Trust I


Central  Bancorp  Statutory  Trust I, a statutory  trust created  under  the laws of the State of Delaware   (the   "Trust"),   hereby   certifies   that   Central   Bancorp,   Inc.   (the   "Holder")   is  the registered   owner   of  805  common   securities   of  the  Trust  representing   undivided   beneficial interests   in the  assets  of  the  Trust  (liquidation   amount   $1,000  per  Common   Security)   (the "Common  Securities").  The Common  Securities  represented  hereby  are issued  pursuant  to, and the designation,  rights, privileges,  restrictions,  preferences  and other  terms  and provisions  of the Common   Securities   shall  in  all  respects   be  subject  to,  the  provisions   of  the  Amended   and Restated  Declaration  of Trust  of the Trust,  dated  as of December  27, 2005,  among  Keith  Ward and  James  D.  Yoo,  as  Administrators,   Chase  Bank  USA,  National   Association,   as Delaware Trustee,  JPMorgan  Chase  Bank,  National  Association,   as Institutional   Trustee,  the  Holder,  as Sponsor,  and the holders  from time to time of undivided  beneficial  interests  in the assets  of the Trust, including  the designation  of the terms of the Common  Securities  as set forth in Annex  I to the Declaration,  as the same may be amended  from time to time (the "Declaration").   Capitalized terms  used  herein  but  not  defined  shall  have  the meaning  given  them  in the  Declaration.   The Sponsor  wi11  provide  a copy  of the Declaration  and the Indenture  to the Holder  without  charge upon written request to the Sponsor  at its principal  place of business.


As set forth in the Declaration,  when an Event  of Default  has occurred  and is continuing, the rights of Holders  of Common  Securities  to payment  in respect  of Distributions   and payments upon Liquidation,  redemption  or otherwise  are subordinated  to the rights  of payment  of Holders of the Capital  Securities.


By acceptance  of this Certificate,  the Holder is bound by the Declaration  and is entitled to the benefits  thereunder.


By  acceptance  of  this  Certificate,   the Holder  agrees  to  treat,  for United   States  federal income  tax purposes,  the Debentures  as indebtedness  and the Common  Securities  as evidence  of undivided beneficial  ownership  in the Debentures.


This  Common  Security  is governed  by,  and shall  be construed  in accordance  with,  the laws of the State of Delaware,  without  regard to principles  of conflict  of laws.





	
			
	 
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IN WITNESS  WHEREOF,  the Trust has executed  this certificate  December  27, 2005.


	
				
	 
	Central Bancorp  Statutory  Trust  I

	 
	 
	 

	 
	By:
	 

	 
	 
	Name:
	 

	 
	 
	Title:
	Administrator







	
			
	 
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	AU\4171309.5
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[FORM  OF REVERSE  OF SECURITY]


Distributions  payable  on each Common  Security  will be payable  at a fixed rate of 6.255% (the "Fixed  Rate")  per annum  from December  27, 2005  until March   15, 2011   (the "Fixed  Rate Period") and thereafter  at a variable  per annum rate of interest,  reset  quarterly,  equal to LIBOR (as defined in the Declaration)  plus  1.40% (the "Variable  Rate" and together  with the Fixed Rate, the "Coupon  Rate")  of the  stated  liquidation  amount  of $1,000  per Capital  Security  (provided, however,  that the Coupon  Rate  for any Distribution  Payment  Period  may not exceed  the highest rate permitted  by New  York  law,  as the same may be modified  by United  States  law of general applicability),  such Coupon  Rate being  the rate of interest payable  on the Debentures  to be held by the Institutional  Trustee.  Distributions   in arrears  for more than one quarterly  period  will bear interest  thereon  compounded   quarterly  at the then  applicable   Coupon  Rate  (defined  to include the Fixed  Rate  and  Variable  Rate,  as applicable)   for each  such  quarterly  period  (to the  extent permitted  by applicable  law). The term "Distributions"  as used herein  includes  cash distributions, any such compounded  distributions  and any Additional  Interest payable  on the Debentures  unless otherwise  stated.  A Distribution   is payable  only to the extent  that payments  are made in respec of the Debentures  held by the Institutional  Trustee  and to the extent  the Institutional  Trustee  has funds  legally  available   in  the  Property  Account   therefor.  During  the  Fixed  Rate  Period,   the amount   of  Distributions    payable   for  any  period   wilJ be  computed   for  any  full  quarterly Distribution   period  on the  basis  of  a 360-day  year  of twelve  30-day  months  and  the  amount 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.  Upon  expiration  of the Fixed  Rate  Period,  distribution will be computed  on the basis  of a 360-day  year and the actual  number  of days  elapsed  in the relevant Distribution  Payment  Period.


Except  as otherwise  described  below,  Distributions   on  the  Common  Securities  will  be cumulative,  will accrue from the date of original  issuance and will be payable  quarterly  in arrears on March  15, June  15, September  15  and December  15 of each year,  commencing  on March  15, 2006 (each, a "Distribution  Payment  Date").  Upon submission  of Notice,  and so long as no Event of Default pursuant  to paragraphs  (c), (e) or (f) of Section 5.01   of the Indenture  has occurred  and is continuing  the Debenture  Issuer has the right under the Indenture  to defer payments  of interest on the Debentures  by extending  the interest  distribution  period  for up to 20 consecutive  quarterly periods  (each,  an  "Extension  Period")  at  any  time  and  from  time  to  time  on  the  Debentures, subject to the conditions  described  below, during which Extension  Period no interest shall be due and payable  (except  any Additional  Interest that may be due and payable).  During  any Extension Period,  interest  will continue  to accrue on the Debentures,  and interest  on such accrued  interest (such accrued interest  and interest thereon  referred  to herein as "Deferred  Interest")  will accrue at an annual  rate equal to the Coupon  Rate  in effect  for each such Extension  Period,  compounded quarterly   from  the  date  such  Deferred  Interest  would  have  been  payable  were  it not  for  the Extension  Period,  to the extent permitted  by law. No Extension  Period  may  end on a date other than a Distribution  Payment  Date. At the end of any such Extension  Period,  the Debenture  Issuer shall pay  all Deferred  Interest  then  accrued  and unpaid  on the Debentures;   provided,  however, that no Extension  Period  may extend  beyond  the Maturity  Date, Redemption  Date  (to the extent redeemed)  or Special  Redemption   Date.  Prior  to the  termination   of  any Extension   Period,  the Debenture  Issuer  may  further  extend  such period,  provided,  that  such  period  together  with  all such  previous   and  further   consecutive   extensions    thereof   shall   not  exceed   20  consecutive quarterly   periods,   or  extend   beyond   the  Maturity   Date,   Redemption    Date   (to   the  extent redeemed),  or Special  Redemption  Date. Upon the termination  of any Extension  Period  and upon the  payment  of  all  Deferred   Interest,   the  Debenture   Issuer  may  commence   a new  Extension Period,   subject  to  the  foregoing   requirements.   No  interest   or  Deferred   Interest   (except  any Additional  Interest  that  may be due and payable)  shall be due and payable  during  an Extension Period,  except  at  the  end  thereof,  but  Deferred  Interest  shall  accrue  upon  each  installment   of interest  that would  otherwise  have been due and payable  during such Extension  Period  until such installment  is paid.  If Distributions are deferred, the Distributions due shall be paid on the date that the related Extension 

	
			
	 
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Period terminates to Holders of the Securities as they appear on the books and records of the Trust on the record date immediately preceding such date.


Distributions on the Securities must be paid on the dates payable (after giving effect to any Extension Period) to the extent that the Trust has funds legally available for the payment of such distributions in the Property Account of the Trust. The Trust's funds legally available for Distribution to the Holders of the  Securities will be limited to payments received from the Debenture Issuer. The payment of Distributions out of moneys held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.


The Common Securities shall be redeemable as provided in the Declaration.



	
			
	 
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ASSIGNMENT


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


	
			
	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	(Insert assignee's social security or tax identification number)

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	(Insert address and zip code of assignee),

	and irrevocably appoints____________________________
as agent to transfer this Common 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 Capital Security Certificate)

	 
	 
	 

	Signature Guarantee:1
	 
	 

	 
	 
	 

	 
	 
	 


































______________________________________ 
1    Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union, meeting the requirements of the Security registrar, which requirements include membership or  participation  in the  Securities Transfer  Agents Medallion Program  ("STAMP")  or  such other "signature guarantee program" as may be determined by the Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

	
			
	 
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	AU\4171309.5
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