EXHIBIT 4.3



                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                      SOUTHEASTERN BANK FINANCIAL TRUST II

                           Dated as of March 31, 2006


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<TABLE>
<CAPTION>
                                  TABLE OF CONTENTS

                                                                                 PAGE


                                      ARTICLE I
                           INTERPRETATION AND DEFINITIONS
<S>                                                                              <C>
SECTION 1.1.     Definitions. . . . . . . . . . . . . . . . . . . . . . . . . .     1

                                     ARTICLE II
                                    ORGANIZATION

SECTION 2.1.     Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8

SECTION 2.2.     Office . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8

SECTION 2.3.     Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . .     9

SECTION 2.4.     Authority. . . . . . . . . . . . . . . . . . . . . . . . . . .     9

SECTION 2.5.     Title to Property of the Trust . . . . . . . . . . . . . . . .     9

SECTION 2.6.     Powers and Duties of the Trustees and the Administrators . . .     9

SECTION 2.7.     Prohibition of Actions by the Trust and the Trustees . . . . .    14

SECTION 2.8.     Powers and Duties of the Institutional Trustee . . . . . . . .    15

SECTION 2.9.     Certain Duties and Responsibilities of the Trustees and the
                 Administrators . . . . . . . . . . . . . . . . . . . . . . . .    16

SECTION 2.10.    Certain Rights of Institutional Trustee. . . . . . . . . . . .    18

SECTION 2.11.    Delaware Trustee . . . . . . . . . . . . . . . . . . . . . . .    20

SECTION 2.12.    Execution of Documents . . . . . . . . . . . . . . . . . . . .    21

SECTION 2.13.    Not Responsible for Recitals or Issuance of Securities . . . .    21

SECTION 2.14.    Duration of Trust. . . . . . . . . . . . . . . . . . . . . . .    21

SECTION 2.15.    Mergers. . . . . . . . . . . . . . . . . . . . . . . . . . . .    21

                                    ARTICLE III
                                      SPONSOR

SECTION 3.1.     Sponsor's Purchase of Common Securities. . . . . . . . . . . .    23

SECTION 3.2.     Responsibilities of the Sponsor. . . . . . . . . . . . . . . .    23

                                     ARTICLE IV
                            TRUSTEES AND ADMINISTRATORS

SECTION 4.1.     Number of Trustees . . . . . . . . . . . . . . . . . . . . . .    24


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                                  TABLE OF CONTENTS
                                     (continued)

                                                                                 PAGE


SECTION 4.2.     Delaware Trustee . . . . . . . . . . . . . . . . . . . . . . .    24

SECTION 4.3.     Institutional Trustee; Eligibility . . . . . . . . . . . . . .    24

SECTION 4.4.     Certain Qualifications of the Delaware Trustee Generally . . .    25

SECTION 4.5.     Administrators . . . . . . . . . . . . . . . . . . . . . . . .    25

SECTION 4.6.     Initial Delaware Trustee . . . . . . . . . . . . . . . . . . .    25

SECTION 4.7.     Appointment, Removal and Resignation of the Trustees
                 and the Administrators . . . . . . . . . . . . . . . . . . . .    25

SECTION 4.8.     Vacancies Among Trustees . . . . . . . . . . . . . . . . . . .    27

SECTION 4.9.     Effect of Vacancies. . . . . . . . . . . . . . . . . . . . . .    27

SECTION 4.10.    Meetings of the Trustees and the Administrators. . . . . . . .    27

SECTION 4.11.    Delegation of Power. . . . . . . . . . . . . . . . . . . . . .    28

SECTION 4.12.    Merger, Conversion, Consolidation or Succession to
                 Business . . . . . . . . . . . . . . . . . . . . . . . . . . .    28

                                      ARTICLE V
                                    DISTRIBUTIONS

SECTION 5.1.     Distributions. . . . . . . . . . . . . . . . . . . . . . . . .    28

                                     ARTICLE VI
                               ISSUANCE OF SECURITIES

SECTION 6.1.     General Provisions Regarding Securities. . . . . . . . . . . .    29

SECTION 6.2.     Paying Agent, Transfer Agent, Calculation Agent and Registrar.    30

SECTION 6.3.     Form and Dating. . . . . . . . . . . . . . . . . . . . . . . .    31

SECTION 6.4.     Book-Entry Capital Securities. . . . . . . . . . . . . . . . .    31

SECTION 6.5.     Mutilated, Destroyed, Lost or Stolen Certificates. . . . . . .    33

SECTION 6.6.     Temporary Securities . . . . . . . . . . . . . . . . . . . . .    33

SECTION 6.7.     Cancellation . . . . . . . . . . . . . . . . . . . . . . . . .    34

SECTION 6.8.     Rights of Holders; Waivers of Past Defaults. . . . . . . . . .    34

                                    ARTICLE VII
                        DISSOLUTION AND TERMINATION OF TRUST


                                      -ii-
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                                  TABLE OF CONTENTS
                                    (continued)

                                                                                 PAGE


SECTION 7.1.     Dissolution and Termination of Trust . . . . . . . . . . . . .    36

                                    ARTICLE VIII
                                TRANSFER OF INTERESTS

SECTION 8.1.     General. . . . . . . . . . . . . . . . . . . . . . . . . . . .    37

SECTION 8.2.     Transfer Procedures and Restrictions . . . . . . . . . . . . .    38

SECTION 8.3.     Deemed Security Holders. . . . . . . . . . . . . . . . . . . .    41

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

SECTION 9.1.     Liability. . . . . . . . . . . . . . . . . . . . . . . . . . .    41

SECTION 9.2.     Exculpation. . . . . . . . . . . . . . . . . . . . . . . . . .    42

SECTION 9.3.     Fiduciary Duty . . . . . . . . . . . . . . . . . . . . . . . .    43

SECTION 9.4.     Indemnification. . . . . . . . . . . . . . . . . . . . . . . .    43

SECTION 9.5.     Outside Businesses . . . . . . . . . . . . . . . . . . . . . .    46

SECTION 9.6.     Compensation; Fee. . . . . . . . . . . . . . . . . . . . . . .    47

                                      ARTICLE X
                                     ACCOUNTING

SECTION 10.1.    Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . .    47

SECTION 10.2.    Certain Accounting Matters . . . . . . . . . . . . . . . . . .    47

SECTION 10.3.    Banking. . . . . . . . . . . . . . . . . . . . . . . . . . . .    48

SECTION 10.4.    Withholding. . . . . . . . . . . . . . . . . . . . . . . . . .    48

                                     ARTICLE XI
                              AMENDMENTS AND MEETINGS

SECTION 11.1.    Amendments . . . . . . . . . . . . . . . . . . . . . . . . . .    49

SECTION 11.2.    Meetings of the Holders of the Securities; Action by
                 Written Consent. . . . . . . . . . . . . . . . . . . . . . . .    51

                                    ARTICLE XII
            REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 12.1.    Representations and Warranties of Institutional Trustee. . . .    52

SECTION 12.2.    Representations and Warranties of Delaware Trustee . . . . . .    53


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                                  TABLE OF CONTENTS
                                    (continued)

                                                                                 PAGE


                                    ARTICLE XIII
                                    MISCELLANEOUS

SECTION 13.1.    Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . .    54

SECTION 13.2.    Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .    55

SECTION 13.3.    Submission to Jurisdiction . . . . . . . . . . . . . . . . . .    55

SECTION 13.4.    Intention of the Parties . . . . . . . . . . . . . . . . . . .    56

SECTION 13.5.    Headings . . . . . . . . . . . . . . . . . . . . . . . . . . .    56

SECTION 13.6.    Successors and Assigns . . . . . . . . . . . . . . . . . . . .    56

SECTION 13.7.    Partial Enforceability . . . . . . . . . . . . . . . . . . . .    56

SECTION 13.8.    Counterparts . . . . . . . . . . . . . . . . . . . . . . . . .    56


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                                  TABLE OF CONTENTS
                                    (continued)

                                                                                 PAGE

ANNEXES AND EXHIBITS

ANNEX I          Terms of TP Securities and Common Securities

EXHIBIT A-1      Form of Capital Security Certificate
EXHIBIT A-2      Form of Common Security Certificate
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                                      -v-
<PAGE>
                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                      Southeastern Bank Financial Trust II

                                 March 31, 2006

     AMENDED  AND  RESTATED DECLARATION OF TRUST (this "Declaration"), dated and
effective  as  of  March  31,  2006,  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 Southeastern Bank
Financial  Trust  II  (the "Trust"), a statutory trust under the Statutory Trust
Act  (as  defined herein), pursuant to a Declaration of Trust, dated as of March
29, 2006 (the "Original Declaration"), and a Certificate of Trust filed with the
Secretary  of  State  of  the  State of Delaware on March 29, 2006, 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:

                                    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;


<PAGE>
          (b)     a  term  defined  anywhere  in  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  Ronald  L. Thigpen and Darrell C. Rains,
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.

     "Applicable  Depositary  Procedures" means, with respect to any transfer or
transaction involving a Book-Entry Capital Security, the rules and procedures of
the  Depositary for such Book-Entry Capital Security, in each case to the extent
applicable  to  such  transaction  and  as  in  effect  from  time  to  time.

     "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


                                      -2-
<PAGE>
taking  possession  by  a  receiver,  liquidator,  assignee, trustee, custodian,
sequestrator or other similar official of such Person of any 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.

     "Book-Entry  Capital  Security" means a Capital Security, the ownership and
transfers  of  which  shall  be  made  through  book  entries  by  a Depositary.

     "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 6.1(a).

     "Capital  Securities  Purchase  Agreement"  means  the  Capital  Securities
Purchase  Agreement  dated as of March 29, 2006 among the Trust, the Sponsor and
Merrill  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


                                      -3-
<PAGE>
execution  of  this Declaration is located at LaSalle Bank National Association,
135  S.  LaSalle  Street,  Suite 1511, Chicago, Illinois 60603, Attn:  CDO Trust
Services  Group  -  Southeastern  Bank  Financial  Trust  II.

     "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  Southeastern Bank Financial Corporation, a bank
holding  company  incorporated  in  Georgia,  in  its  capacity as issuer of the
Debentures  under  the  Indenture.

     "Debenture  Trustee"  means  LaSalle  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 June 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.

     "Depositary"  means  an  organization registered as a clearing agency under
the  Exchange  Act  that  is  designated  as  Depositary  by  the Sponsor or any
successor  thereto.  DTC  will  be  the  initial  Depositary.

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

     "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.

     "DTC" means The Depository Trust Company or any successor thereto.


                                      -4-
<PAGE>
     "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.

     "Global Capital Security" means a Capital Securities Certificate evidencing
ownership  of  Book-Entry  Capital  Securities.

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

     "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.


                                      -5-
<PAGE>
     "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)(1)
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;

          (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.

     "Owner" means each Person who is the beneficial owner of Book-Entry Capital
Securities  as  reflected  in  the records of the Depositary or, if a Depositary
Participant  is  not  the


                                      -6-
<PAGE>
beneficial  owner,  then the beneficial owner as reflected in the records of the
Depositary  Participant.

     "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.

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


                                      -7-
<PAGE>
     "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  Southeastern  Bank  Financial Corporation, a bank holding
company  that  is a U.S. Person incorporated in Georgia, 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  Sec.  3801  et  seq., as it may be amended from time to time, or any
successor  legislation.

     "Successor Delaware Trustee" has 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 10% 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


                                      -8-
<PAGE>
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.

                                   ARTICLE II
                                  ORGANIZATION

     SECTION  2.1.  Name.  The  Trust  is continued hereby and shall be known as
                    ----
"Southeastern  Bank  Financial Trust II," 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
3530  Wheeler Road, Augusta, Georgia 30909. 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


                                      -9-
<PAGE>
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 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 ("PORTAL")
               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;


                                      -10-
<PAGE>
                    (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);

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


                                      -11-
<PAGE>
                    (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;

                    (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
               2.10(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


                                      -12-
<PAGE>
               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 Sec. 317(a) of
               the  Trust  Indenture  Act.

               (iii)     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.

          (b)     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.

          (c)     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):

               (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


                                      -13-
<PAGE>
               (iii)     the  taking of any other actions necessary or desirable
          to  carry  out  any  of  the  foregoing  activities.

          (d)     Notwithstanding  anything  herein  to  the  contrary,  the
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.

          (e)     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.

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

          (g)     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.

          (h)     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:

          (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;


                                      -14-
<PAGE>
          (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
I),  (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 effect that 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 Sec. 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;


                                      -15-
<PAGE>
               (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 or principal 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  7.1(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.


                                      -16-
<PAGE>
          (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.

     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  2.10(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 2.10(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


                                      -17-
<PAGE>
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;

               (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


                                      -18-
<PAGE>
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,
willful  misconduct  or  bad  faith;

          (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 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 2.10(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 2.10(m) hereof)) that has not been cured or waived, of its obligation to
exercise  the  rights  and  powers  vested  in  it  by  this  Declaration;


                                      -19-
<PAGE>
          (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 given
only  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;

          (l)     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 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 5.01(a), 5.01(b) or 5.01(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


                                      -20-
<PAGE>
          (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 shall 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 Sec.
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 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.

     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 and the
Institutional  Trustee  (which  consent  will  not be unreasonably withheld) and
without  the  consent  of  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:
                                                               --------


                                      -21-
<PAGE>
               (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  securities
               having  substantially  the  same  terms  as  the  Securities (the
               "Successor Securities") so that the Successor Securities rank the
               same  as  the  Securities  rank with respect to Distributions and
               payments  upon  Liquidation,  redemption  and  otherwise;

               (ii)     the  Sponsor  expressly  appoints  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 rating on the Capital
          Securities  (including  any  Successor Securities) to be downgraded or
          withdrawn  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
               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);


                                      -22-
<PAGE>
                    (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


                                      -23-
<PAGE>
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 and other related agreements providing for
the  sale  of  the  Capital  Securities.

                                   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 Sec.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


                                      -24-
<PAGE>
          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  has  or  shall  acquire  any
"conflicting  interest" within the meaning of Sec. 310(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  LaSalle  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  Christiana  Bank  &  Trust  Company.

     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


                                      -25-
<PAGE>
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").


                                      -26-
<PAGE>
          (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  to  provide  for  or facilitate the
administration  of  the  Trust  by  more  than  one  Relevant  Trustee, it being
understood  that  nothing  herein  or  in  such  amendment shall constitute such
Relevant  Trustees  co-trustees  and  upon  the  execution  and delivery of such
amendment  the  resignation  or  removal  of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee,  without  any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on  request  of  the  Trust  or  any  successor  Relevant Trustee, such retiring
Relevant  Trustee  shall  duly  assign,  transfer  and deliver to such successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the 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  may  be.

          (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.  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.


                                      -27-
<PAGE>
     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, as applicable. 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 may be, 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


                                      -28-
<PAGE>
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).

                                    ARTICLE V
                                  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 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 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


                                      -29-
<PAGE>
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  Capital Securities issued pursuant to Regulation S of the
Securities  Act  or  to  QIBs  shall  be,  except  as  provided  in Section 6.4,
Book-Entry  Capital  Securities issued in the form of one or more Global Capital
Securities  registered  in  the  name  of  the  Depositary,  or  its nominee and
deposited  with  the  Depositary or a custodian for the Depositary for credit by
the Depositary to the respective accounts of the Depositary Participants thereof
(or  such  other  accounts  as  they  may  direct).

          (d)     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.

          (e)     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.

          (f)     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.  Paying  Agent,  Transfer  Agent,  Calculation  Agent  and
                    ---------------------------------------------------------
Registrar.

          (a)     The  Trust  shall  maintain  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 Trust hereby appoints the Institutional
Trustee  as  Paying  Agent  and  Transfer  Agent  at  LaSalle  Bank  National


                                      -30-
<PAGE>
Association,  CDO  Trust  Services  Group, 135 South LaSalle Street, Suite 1511,
Chicago, Illinois 60603 - Southeastern Bank Financial Trust II.  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 Paying Agent, 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.

          (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 book entry form, registered in the name of
Cede  &  Co.,  as  nominee  on  behalf  of the Depository Trust Company, without
coupons  and  with  the  Restricted  Securities  Legend.


                                      -31-
<PAGE>
     SECTION  6.4.  Book-Entry  Capital  Securities.
                    -------------------------------

          (a)     A  Global  Capital  Security  may be exchanged, in whole or in
part,  for Definitive Capital Securities Certificates registered in the names of
Owners  only  if such exchange complies with Article VIII and (i) the Depositary
advises  the  Administrators  and  the Institutional Trustee in writing that the
Depositary  is  no  longer  willing  or  able  properly  to  discharge  its
responsibilities  with  respect to the Global Capital Security, and no qualified
successor  is appointed by the Administrators within ninety (90) days of receipt
of  such  notice,  (ii) the Depositary ceases to be a clearing agency registered
under  the  Exchange  Act  and  the  Administrators  fail to appoint a qualified
successor  within  ninety  (90) days of obtaining knowledge of such event, (iii)
the  Administrators  at their option advise the Institutional Trustee in writing
that  the Trust elects to terminate the book-entry system through the Depositary
or  (iv)  an Indenture Event of Default has occurred and is continuing. Upon the
occurrence  of any event specified in clause (i), (ii), (iii) or (iv) above, the
Administrators shall notify the Depositary and instruct the Depositary to notify
all Owners of Book-Entry Capital Securities and the Institutional Trustee of the
occurrence  of  such  event  and  of  the  availability  of  Definitive  Capital
Securities Certificates to Owners of the Capital Securities requesting the same.
Upon  the  issuance  of  Definitive  Capital  Securities  Certificates,  the
Administrators  and the Institutional Trustee shall recognize the Holders of the
Definitive  Capital  Securities  Certificates  as  Holders.  Notwithstanding the
foregoing,  if  an  Owner  of a beneficial interest in a Global Capital Security
wishes  at any time to transfer an interest in such Global Capital Security to a
Person  other  than  a  QIB,  such  transfer  shall  be effected, subject to the
Applicable  Depository  Procedures,  in  accordance  with the provisions of this
Section  6.4  and  Article  VIII,  and the transferee shall receive a Definitive
Capital  Securities Certificate in connection with such transfer.  A holder of a
Definitive Capital Securities Certificate that is a QIB may upon request, and in
accordance  with  the  provisions of this Section 6.4 and Article VIII, exchange
such  Definitive  Capital  Securities Certificate for a beneficial interest in a
Global  Capital  Security.

          (b)     If  any  Global  Capital  Security  is  to  be  exchanged  for
Definitive  Capital  Securities  Certificates  or  canceled  in  part, or if any
Definitive Capital Securities Certificate is to be exchanged in whole or in part
for  any  Global  Capital Security, then either (i) such Global Capital Security
shall be so surrendered for exchange or cancellation as provided in this Section
6.4  and  Article  VIII  or (ii) the aggregate liquidation amount represented by
such  Global  Capital  Security  shall  be  reduced,  subject to Section 6.3, or
increased  by  an  amount  equal  to  the liquidation amount represented by that
portion  of the Global Capital Security to be so exchanged or canceled, or equal
to  the  liquidation  amount  represented  by such Definitive Capital Securities
Certificates to be so exchanged for any Global Capital Security, as the case may
be,  by means of an appropriate adjustment made on the records of the Securities
Registrar,  whereupon  the  Institutional  Trustee,  in  accordance  with  the
Applicable  Depositary  Procedures,  shall  instruct  the  Depositary  or  its
authorized  representative  to  make  a corresponding adjustment to its records.
Upon  any  such  surrender  to the Administrators or the Registrar of any Global
Capital  Security  or  Securities by the Depositary, accompanied by registration
instructions,  the  Administrators,  or  any  one  of  them,  shall  execute the
Definitive  Capital  Securities Certificates in accordance with the instructions
of  the Depositary.  None of the Registrar, Administrators, or the Institutional
Trustee  shall  be liable for any delay in delivery of such instructions and may
conclusively  rely  on,  and  shall  be  fully  protected  in  relying  on, such
instructions.


                                      -32-
<PAGE>
          (c)     Every  Definitive  Capital Securities Certificate executed and
delivered  upon registration or transfer of, or in exchange for or in lieu of, a
Global  Capital  Security or any portion thereof shall be executed and delivered
in  the form of, and shall be, a Global Capital Security, unless such Definitive
Capital  Securities Certificate is registered in the name of a Person other than
the  Depositary  for  such  Global  Capital  Security  or  a  nominee  thereof.

          (d)     The Depositary or its nominee, as registered owner of a Global
Capital  Security,  shall  be the Holder of such Global Capital Security for all
purposes under this Declaration and the Global Capital Security, and Owners with
respect  to  a Global Capital Security shall hold such interests pursuant to the
Applicable  Depositary  Procedures.  The  Registrar,  the Administrators and the
Institutional  Trustee  shall  be  entitled  to deal with the Depositary for all
purposes  of  this  Declaration  relating  to  the  Global  Capital  Securities
(including  the  payment  of  the liquidation amount of and Distributions on the
Book-Entry Capital Securities represented thereby and the giving of instructions
or directions by Owners of Book-Entry Capital Securities represented thereby and
the  giving  of notices) as the sole Holder of the Book-Entry Capital Securities
represented  thereby  and shall have no obligations to the Owners thereof.  None
of  the  Administrators,  the Institutional Trustee nor the Registrar shall have
any  liability  in  respect  of  any  transfers  effected  by  the  Depositary.

          (e)     The  rights of the Owners of the Book-Entry Capital Securities
shall  be  exercised  only  through the Depositary and shall be limited to those
established  by law, the Applicable Depositary Procedures and agreements between
such  Owners  and  the  Depositary and/or the Depositary Participants; provided,
                                                                       --------
solely  for  the  purpose  of  determining  whether the Holders of the requisite
amount  of  Capital  Securities  have  voted  on any matter provided for in this
Declaration,  to  the extent that Capital Securities are represented by a Global
Capital  Security,  the  Administrators  and  the  Institutional  Trustee  may
conclusively  rely  on,  and shall be fully protected in relying on, any written
instrument  (including  a  proxy)  delivered to the Institutional Trustee by the
Depositary setting forth the Owners' votes or assigning the right to vote on any
matter  to  any  other  Persons  either in whole or in part.  To the extent that
Capital  Securities  are  represented  by a Global Capital Security, the initial
Depositary  will make book-entry transfers among the Depositary Participants and
receive  and transmit payments on the Capital Securities that are represented by
a  Global  Capital  Security  to  such  Depositary Participants, and none of the
Sponsor,  the  Administrators  or  the  Institutional  Trustee  shall  have  any
responsibility  or  obligation  with  respect  thereto.

          (f)     To  the  extent  that  a  notice or other communication to the
Holders  is  required  under this Declaration, for so long as Capital Securities
are  represented  by  a  Global  Capital  Security,  the  Administrator  and the
Institutional  Trustee  shall  give  all  such notices and communications to the
Depositary,  and  shall  have  no  obligations  to  the  Owners.

     SECTION  6.5.  Mutilated, Destroyed, 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


                                      -33-
<PAGE>
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  6.5,  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  conclusive  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  6.6.  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  6.7.  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, except for Securities surrendered for purposes of transfer or exchange,
that  have  been  delivered  to  the  Institutional  Trustee  for  cancellation.

     SECTION  6.8.  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 Section 5.01(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.


                                      -34-
<PAGE>
          (c)     Upon an Indenture Event of Default under Sections 5.01(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 Institutional Trustee, 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 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


                                      -35-
<PAGE>
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 a written 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 6.8.

          (f)     Except  as otherwise provided in this Section 6.8, 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  June  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 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


                                      -36-
<PAGE>
               (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  7.1(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 the winding 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.

          (c)     The provisions of Section 2.9 and Article IX shall survive the
termination  of  the  Trust.

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

     SECTION  8.1.  General.
                    -------

          (a)     Subject  to  Section  6.4  and  Section  8.1(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 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


                                      -37-
<PAGE>
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.

          (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  CAPITAL  SECURITY  IS A GLOBAL CAPITAL SECURITY WITHIN THE MEANING OF
THE  DECLARATION  HEREINAFTER  REFERRED  TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY  TRUST COMPANY ("DTC") OR A NOMINEE OF DTC.  THIS CAPITAL SECURITY IS
EXCHANGEABLE  FOR  CAPITAL


                                      -38-
<PAGE>
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY
IN  THE  LIMITED  CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER OF
THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE
BY  DTC  TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF
DTC)  MAY  BE  REGISTERED  EXCEPT  IN  LIMITED  CIRCUMSTANCES.

     UNLESS  THIS  CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF  DTC TO SOUTHEASTERN BANK FINANCIAL TRUST II OR ITS AGENT FOR REGISTRATION OF
TRANSFER,  EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO  SUCH  OTHER  ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY  TRANSFER,  PLEDGE  OR  OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON  IS  WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST  HEREIN.

     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 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 REGULATION S 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


                                      -39-
<PAGE>
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 EXEMPTIVE RELIEF 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  THIS  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 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 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  ERISA  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


                                      -40-
<PAGE>
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 facilitate consummation 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 be subject 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.

          (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, ERISA,
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.


                                      -41-
<PAGE>
                                   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 9.1(b), and pursuant
to  Sec. 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.

          (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.


                                      -42-
<PAGE>
          (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.

     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  such  Person in connection with such action, suit or proceeding if
          such  Person


                                      -43-
<PAGE>
          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.


                                      -44-
<PAGE>
               (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  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  Indemnified  Person  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.


                                      -45-
<PAGE>
          (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  of  this  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
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.

     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  profits  derived  therefrom,  and  the  pursuit of any such venture, even if
competitive  with  the  business  of  the Trust, shall not be deemed wrongful or
improper.  None  of  any  Covered  Person,


                                      -46-
<PAGE>
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

               (ii)     except  as  otherwise  expressly  provided  herein,  to
          reimburse  the  Trustees  upon  request for all reasonable, documented
          expenses,  disbursements and 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 Sec.
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


                                      -47-
<PAGE>
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 Sec. 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 Sec. 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 regulatory reports
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 Sec.
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
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 local 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


                                      -48-
<PAGE>
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

                    (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


                                      -49-
<PAGE>
                    (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  liquidation  provisions  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 11.1(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;

               (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


                                      -50-
<PAGE>
               (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 right,
          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  10% in liquidation amount of such class of Securities. Such
direction shall be given by delivering to the Administrators 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  shall  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  without  a  meeting shall be given to the
          Holders  of  the  Securities


                                      -51-
<PAGE>
          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;

               (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
          or purpose 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  Sec.  301.7701-7).

                                   ARTICLE XII
                    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;


                                      -52-
<PAGE>
          (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);

          (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, validly existing 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;


                                      -53-
<PAGE>
          (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)     if  the  Delaware  Trustee is a natural person, he or she is a
resident  of  the  State  of  Delaware.

                                  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):

                  Southeastern Bank Financial Trust II
                  c/o Southeastern Bank Financial Corporation
                  3530 Wheeler Road
                  Augusta, Georgia 30909
                  Attention: Ronald L. Thigpen
                  Telecopy: (706) 481-9869
                  Telephone: (706) 481-1014

          (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):

                  Christiana Bank & Trust Company
                  1314 King Street
                  Wilmington, Delaware  19801
                  Attn: Corporate Trust Administration
                  Telecopy: 302-421-9015
                  Telephone: 302-888-7437

          (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):


                                      -54-
<PAGE>
                  LaSalle Bank National Association
                  135 S. LaSalle Street, Suite 1511
                  Chicago, Illinois 60603
                  Attention:  CDO Trust Services Group
                  Southeastern Bank Financial Trust II
                  Telecopy: 312-904-0524
                  Telephone: 312-904-0283

          (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):

                  Southeastern Bank Financial Corporation
                  3530 Wheeler Road
                  Augusta, Georgia 30909
                  Attention: Ronald L. Thigpen
                  Telecopy: (706) 481-9869
                  Telephone: (706) 481-1014

          (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 no notice was given, such
notice  or  other document shall be deemed to have been delivered on the date of
such  refusal  or  inability  to  deliver.

     SECTION  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.

     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


                                      -55-
<PAGE>
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 the Trustees 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.


                                      -56-
<PAGE>
     IN WITNESS WHEREOF, the undersigned have caused this Declaration to be duly
executed  as  of  the  day  and  year  first  above  written.

                                        CHRISTIANA BANK & TRUST COMPANY,
                                         as Delaware Trustee


                                        By:          /s/ James M. Young
                                           -------------------------------------
                                           Name:     James M. Young
                                                --------------------------------
                                           Title:    Assistant Vice President
                                                --------------------------------

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                         as Institutional Trustee


                                        By:          /s/ Suzanne Smith
                                           -------------------------------------
                                           Name:     Suzanne Smith
                                                --------------------------------
                                           Title:    Vice President
                                                --------------------------------

                                        SOUTHEASTERN BANK FINANCIAL CORPORATION,
                                         as Sponsor


                                        By:          /s/ R. Daniel Blanton
                                           -------------------------------------
                                           Name:       R. Daniel Blanton
                                                --------------------------------
                                           Title:       President and CEO
                                                --------------------------------


                                        By:          /s/ Ronald Thigpen
                                           -------------------------------------
                                           Administrator


                                        By:          /s/ Darrell R. Rains
                                           -------------------------------------
                                           Administrator


                                      -57-
<PAGE>
                                     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  March 31, 2006 (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. 10,000 Capital Securities of Southeastern Bank
Financial  Trust  II  (the "Trust"), with an aggregate stated liquidation amount
with respect to the assets of the Trust of Ten Million Dollars ($10,000,000) 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.  310 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 Three Hundred Ten Thousand Dollars ($310,000) 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
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  "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


                                      A-I-1
<PAGE>
Institutional  Trustee  and  to  the  extent the Institutional Trustee has funds
legally  available in the Property Account therefor. 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 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 payable pursuant to this Declaration shall be
calculated  as  set  forth  in  the  definition  of  Special  Redemption  Price.

     (b)     LIBOR  shall  be  determined by the Calculation Agent in accordance
with  the  following  provisions:

               (1)     On  the second LIBOR 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 March
          29,  2006),  (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 Chicago,
          Illinois  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 the London 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


                                      A-I-2
<PAGE>
          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  LIBOR  in effect for the immediately preceding Distribution
          Payment  Period.

     (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)     As soon as practicable following each LIBOR Determination Date, but
in no event later than the 30th day following such 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. Any error
in a calculation of the Coupon Rate by the Calculation Agent may be corrected at
any  time  by  the  delivery of notice of such corrected Coupon Rate as provided
above.  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.
Failure  to notify the Company, the Institutional Trustee or the Paying Agent of
the  applicable  Coupon  Rate  shall not affect the obligation of the Company to
make  payment  on  the  Debentures  at  such  Coupon  Rate.

     (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 June 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


                                      A-I-3
<PAGE>
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 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 ranks 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


                                      A-I-4
<PAGE>
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 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"), 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


                                      A-I-5
<PAGE>
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) June 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.


                                      A-I-6
<PAGE>
     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 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 June 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 June 15, 2011 at the Redemption Price,
upon  not  less  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  days


                                      A-I-7
<PAGE>
of  the  date  of such opinion, subject to United States federal income tax with
respect  to  income received or accrued on the Debentures; (ii) if the Debenture
Issuer  is  organized  and  existing  under the laws of the United States or any
state  thereof  or  the  District of Columbia, 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  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
Investment  Company  Event.


                                      A-I-8
<PAGE>
     "Special  Redemption  Price"  means,  with respect to the redemption of any
Debentures following a Special Event, an amount in cash equal to 103.525% of the
principal  amount  of  Debentures  to  be  redeemed  prior  to June 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:

<TABLE>
<CAPTION>
           Special Redemption During the
           -----------------------------
          12-Month Period BeginningJune 15  Percentage of Principal Amount
          --------------------------------  ------------------------------
<S>                                         <C>
                        2007                           103.140%
                        2008                           102.355%
                        2009                           101.570%
                        2010                           100.785%
                2011 and thereafter                    100.000%
</TABLE>

     "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  June  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.

     (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


                                      A-I-9
<PAGE>
          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/Distribution Notice 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 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


                                     A-I-10
<PAGE>
          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 Capital Securities 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 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


                                     A-I-11
<PAGE>
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  unless  (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  Capital  Securities  will  be  required  for  the


                                     A-I-12
<PAGE>
Trust 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 6.8 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


                                     A-I-13
<PAGE>
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  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.


                                     A-I-14
<PAGE>
     (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.

     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.


                                     A-I-15
<PAGE>
     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.


                                     A-I-16
<PAGE>
                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

     THIS  CAPITAL  SECURITY  IS A GLOBAL CAPITAL SECURITY WITHIN THE MEANING OF
THE  DECLARATION  HEREINAFTER  REFERRED  TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY  TRUST COMPANY ("DTC") OR A NOMINEE OF DTC.  THIS CAPITAL SECURITY IS
EXCHANGEABLE  FOR  CAPITAL  SECURITIES  REGISTERED IN THE NAME OF A PERSON OTHER
THAN  DTC  OR  ITS  NOMINEE  ONLY  IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
DECLARATION,  AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF
THIS  CAPITAL  SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC  TO  DTC  OR  ANOTHER  NOMINEE  OF  DTC) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

     UNLESS  THIS  CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF  DTC TO SOUTHEASTERN BANK FINANCIAL TRUST II OR ITS AGENT FOR REGISTRATION OF
TRANSFER,  EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO  SUCH  OTHER  ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY  TRANSFER,  PLEDGE  OR  OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON  IS  WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST  HEREIN.

     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 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 REGULATION S 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


                                      A-1-1
<PAGE>
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 EXEMPTIVE RELIEF 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  THIS  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 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 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  ERISA  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


                                      A-1-2
<PAGE>
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
HAVE  NO  INTEREST  WHATSOEVER  IN  THIS  SECURITY.


                                      A-1-3
<PAGE>
Certificate Number   [P-001]              Number of Capital Securities:   10,000


                          CUSIP No.____________________


                    Certificate Evidencing Capital Securities

                                       of

                      Southeastern Bank Financial Trust II

                                  TP Securities

                (liquidation amount $1,000 per Capital Security)

     Southeastern  Bank  Financial Trust II, a statutory trust created under the
laws  of  the State of Delaware (the "Trust"), hereby certifies that Cede & Co.,
as  nominee  on  behalf  of  the Depository Trust Company (the "Holder"), is the
registered  owner  of  10,000  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 March 31, 2006, among Ronald L.
Thigpen  and  Darrell  C.  Rains,  as  Administrators,  Christiana  Bank & Trust
Company,  as  Delaware  Trustee,  LaSalle  Bank  National  Association,  as
Institutional  Trustee, Southeastern Bank Financial Corporation, 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.


                                      A-1-4
<PAGE>
     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.



                                      A-1-5
<PAGE>
     IN WITNESS WHEREOF, the Trust has duly executed this certificate.

                                        Southeastern Bank Financial Trust II


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

                                        Dated:
                                              ----------------------------------


                          CERTIFICATE OF AUTHENTICATION

     This  represents  Capital  Securities  referred  to in the within-mentioned
Declaration.


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


                                        By:
                                           -------------------------------------
                                           Authorized Signatory

                                        Dated:
                                              ----------------------------------


                                      A-1-6
<PAGE>
                          [FORM OF REVERSE OF SECURITY]

     Distributions  payable  on  each  Capital  Security  will  be  payable at a
variable per annum rate of interest, reset quarterly, equal to LIBOR (as defined
in  the  Declaration)  plus  1.40% (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. The amount of
Distributions  payable  for  any  period will be computed for any full quarterly
Distribution period 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 June 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 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


                                      A-1-7
<PAGE>
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 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.


                                      A-1-8
<PAGE>
                                   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.


                                      A-1-9
<PAGE>
                                   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  8.1(b)  OF THE DECLARATION (AS DEFINED
BELOW),  THIS  SECURITY  MAY  NOT  BE  OFFERED,  SOLD,  PLEDGED  OR  OTHERWISE
TRANSFERRED.



                                      A-2-1
<PAGE>
Certificate Number     [C-001]          Number of Common Securities:  310

                    Certificate Evidencing Common Securities
                                       of
                      Southeastern Bank Financial Trust II

     Southeastern  Bank  Financial Trust II, a statutory trust created under the
laws  of the State of Delaware (the "Trust"), hereby certifies that Southeastern
Bank  Financial Corporation (the "Holder") is the registered owner of 310 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 March 31, 2006, among Ronald L. Thigpen and Darrell C. Rains,
as Administrators, Christiana Bank & Trust Company, as Delaware Trustee, LaSalle
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 will 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.


                                      A-2-2
<PAGE>
     IN  WITNESS  WHEREOF,  the  Trust  has executed this certificate as of this
______  day  of  ____________________,  2006.

                                        Southeastern Bank Financial Trust II


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


                                      A-2-3
<PAGE>
                          [FORM OF REVERSE OF SECURITY]

     Distributions  payable  on each Common Security will be identical in amount
to  the  Distributions  payable on each Capital Security, which is at a variable
per  annum  rate of interest, reset quarterly, equal to LIBOR (as defined in the
Declaration)  plus 1.40% (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. The amount of
Distributions  payable  for  any  period will be computed for any full quarterly
Distribution period 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 June 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


                                      A-2-4
<PAGE>
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
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.


                                      A-2-5
<PAGE>
                                   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 Common
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.


                                      A-2-6