Amended and Restated



 Exhibit 4.4

 

 

 

AMENDED AND RESTATED DECLARATION 

 OF TRUST

GOLD BANC TRUST III

Dated as of March 15, 2004

 

 

 

 

 

 

 

 





  
 TABLE OF CONTENTS

	 	Page
	 	 
	ARTICLE I
	INTERPRETATION AND DEFINITIONS
	 	 
	SECTION 1.1.   Definitions	1
	 
	ARTICLE II
	ORGANIZATION
	 	 
	SECTION 2.1.   Name	8
	SECTION 2.2.   Office	8
	SECTION 2.3.   Purpose	8
	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	14
	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	20
	SECTION 2.13. Not Responsible for Recitals or
      Issuance of Securities	20
	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	23
	SECTION 4.2.   Delaware Trustee	23
	SECTION 4.3.   Institutional Trustee;
      Eligibility	24
	SECTION 4.4.   Certain Qualifications
      of the Delaware Trustee Generally	24
	SECTION 4.5.   Administrators	24


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 TABLE OF CONTENTS

  (continued)

	 	 	Page
	 	 	 
	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	27
	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	28
	SECTION 6.2.	Paying Agent, Transfer Agent, Calculation
      Agent and Registrar	29
	SECTION 6.3.	Form and Dating	30
	SECTION 6.4.	Mutilated, Destroyed, Lost or Stolen Certificates	30
	SECTION 6.5.	Temporary Securities	31
	SECTION 6.6.	Cancellation	31
	SECTION 6.7.	Rights of Holders; Waivers of Past Defaults	31
	 	 	 
	ARTICLE VII
	DISSOLUTION AND TERMINATION OF TRUST
	 	 	 
	SECTION 7.1.	Dissolution and Termination of Trust	33
	 	 	 
	ARTICLE VIII
	TRANSFER OF INTERESTS
	 	 	 
	SECTION 8.1.	General	34
	SECTION 8.2.	Transfer Procedures and Restrictions	35
	SECTION 8.3.	Deemed Security Holders	38
	 	 	 
	ARTICLE IX
	LIMITATION OF LIABILITY OF HOLDERS
      OF SECURITIES, TRUSTEES OR OTHERS
	 	 	 
	SECTION 9.1.	Liability	38
	SECTION 9.2.	Exculpation	38
	SECTION 9.3.	Fiduciary Duty	39


 ii





  
 TABLE OF CONTENTS

  (continued)

	 	 	Page
	 	 	 
	SECTION 9.4.	Indemnification	39
	SECTION 9.5.	Outside Businesses	42
	SECTION 9.6.	Compensation; Fee	43
	 	 	 
	ARTICLE X
	ACCOUNTING
	 	 	 
	SECTION 10.1.	Fiscal Year	43
	SECTION 10.2.	Certain Accounting Matters	43
	SECTION 10.3.	Banking	44
	SECTION 10.4.	Withholding	44
	 	 	 
	ARTICLE XI
	AMENDMENTS AND MEETINGS
	 	 	 
	SECTION 11.1.	Amendments	45
	SECTION 11.2.	Meetings of the Holders of the Securities;
      Action by Written	 
	 	Consent	47
	 	 	 
	ARTICLE XII
	REPRESENTATIONS OF INSTITUTIONAL
      TRUSTEE AND DELAWARE TRUSTEE
	 	 	 
	SECTION 12.1.	Representations and Warranties of Institutional
      Trustee	48
	SECTION 12.2.	Representations and Warranties of Delaware
      Trustee	49
	 	 	 
	ARTICLE XIII
	MISCELLANEOUS
	 	 	 
	SECTION 13.1.	Notices	50
	SECTION 13.2.	Governing Law	51
	SECTION 13.3.	Submission to Jurisdiction	51
	SECTION 13.4.	Intention of the Parties	52
	SECTION 13.5.	Headings	52
	SECTION 13.6.	Successors and Assigns	52
	SECTION 13.7.	Partial Enforceability	52
	SECTION 13.8.	Counterparts	52


 iii





  
 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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 AMENDED AND RESTATED DECLARATION OF TRUST

 OF

 Gold Banc Trust III

 March 15, 2004

     AMENDED AND
  RESTATED DECLARATION OF TRUST (this "Declaration"), dated and effective as of
  March 15, 2004, 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, certain
  of the Trustees, the Administrators and the Sponsor established Gold Banc Trust
  III (the "Trust"), a statutory trust under the Statutory Trust Act (as defined
  herein), pursuant to a Declaration of Trust, dated as of March 11, 2004 (the
  "Original Declaration"), and a Certificate of Trust filed with the Secretary
  of State of the State of Delaware on March 11, 2004, 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;






          (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 Deborah D. Hodes and Lee Derr, solely in such Person's capacity
  as Administrator of the Trust continued hereunder and not in such Person's individual
  capacity, or such Administrator's successor in interest in such capacity, or
  any successor appointed as herein provided.

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

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

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

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

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

 -2-






     "Business Day" means any day
  other than Saturday, Sunday or any other day on which banking institutions in
  Wilmington, Delaware, 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 11, 2004 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 execution of this Declaration is located at
  600 Travis Street, 50th Floor, Houston, TX 77002, Attn: Institutional
  Trust Services – Gold Banc Trust III.

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

 

-3-






     "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 Gold Banc Corporation, Inc., a financial holding company incorporated
  in Kansas, in its capacity as issuer of the Debentures under the Indenture.

     "Debenture
  Trustee" means JPMorgan Chase Bank, 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 April 23, 2034 to be issued
  by the Debenture Issuer under the Indenture.

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

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

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

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

     "Distribution"
  means a distribution payable to Holders of Securities in accordance with Section
  5.1.

      "Distribution
  Payment Date" has the meaning set forth in paragraph 2(e) of Annex I.

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

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

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

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

 

-4-






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

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

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

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

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

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

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

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

     "Institutional
  Trustee" means the Trustee meeting the eligibility requirements set forth in
  Section 4.3.

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

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

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

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

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

      "LIBOR Banking
  Day" has the meaning set forth in paragraph 2(b)(1) of Annex I. "LIBOR Business
  Day" has the meaning set forth in paragraph 2(b)(1) of Annex I. "LIBOR Determination
  Date" has the meaning set forth in paragraph 2(b)(1) of Annex I. "Liquidation"
  has the meaning set forth in paragraph 3 of Annex I.

  -5-





  
      "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.

      "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.

  -6-






     "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.

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

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

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

      "Sponsor"
  means Gold Banc Corporation, Inc., a financial holding company that is a U.S.
  Person incorporated in Kansas, or any successor entity in a merger, consolidation
  or amalgamation that is a U.S. Person, in its capacity as sponsor of the Trust.

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

      "Successor
  Delaware Trustee" 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).

 -7-

  





  
      "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 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 named "Gold Banc Trust III," 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 11301 Nall Avenue,
  Leawood, KS 66211. 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

  -8-





  
 investment in the assets of the Trust through
  issuance of the Common Securities and the Capital Securities and (d) except
  as otherwise limited herein, to engage in only those other activities incidental
  thereto that are deemed necessary or advisable by the Institutional Trustee,
  including, without limitation, those activities specified in this Declaration.
  The Trust shall not borrow money, issue debt or reinvest proceeds derived from
  investments, pledge any of its assets, or otherwise undertake (or permit to
  be undertaken) any activity that would cause the Trust not to be classified
  for United States federal income tax purposes as a grantor trust.

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

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

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

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



 -9-





  

       (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;

       (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



 -10-





  

   relevant notices to the Holders of Capital
    Securities and Holders of Common Securities as to such actions and applicable
    record dates;

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

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

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

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

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

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




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




  (A) the establishment of the
    Property Account;

  (B) the receipt of the Debentures;

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

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

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



 -11-





  

       (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 Securities or to enable the
    Trust to effect the purposes for which the Trust was created; and

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




       (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 

  -12-





  
 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

       (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"
  required to be registered under the Investment Company Act (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. 

  -13-





 
          (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;

          (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.

-14-






     SECTION 2.8.
  Powers and Duties of the Institutional Trustee.

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

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

           (c)
  The Institutional Trustee shall:


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

       (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

  -15-





  
 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. 

          (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 

  -16-





  
 in the performance of any of its duties
  hereunder, or in the exercise of any of its rights or powers, if it shall have
  reasonable grounds for believing that repayment of such funds or adequate indemnity
  satisfactory to it against such risk or liability is not reasonably assured
  to it. Whether or not therein expressly so provided, every provision of this
  Declaration relating to the conduct or affecting the liability of or affording
  protection to the Trustees or the Administrators shall be subject to the provisions
  of this Article. Nothing in this Declaration shall be construed to release a
  Trustee from liability for its own negligent action, its own negligent failure
  to act, or its own willful misconduct or bad faith. Nothing in this Declaration
  shall be construed to release an Administrator from liability for its own gross
  negligent action, its own gross negligent failure to act, or its own willful
  misconduct or bad faith. To the extent that, at law or in equity, a Trustee
  or an Administrator has duties and liabilities relating to the Trust or to the
  Holders, such Trustee or Administrator shall not be liable to the Trust or to
  any Holder for such Trustee's or Administrator's good faith reliance on the
  provisions of this Declaration. The provisions of this Declaration, to the extent
  that they restrict the duties and liabilities of the Administrators or the Trustees
  otherwise existing at law or in equity, are agreed by the Sponsor and the Holders
  to replace such other duties and liabilities of the Administrators or the Trustees.

          (c)
  All payments made by the Institutional Trustee or a Paying Agent in respect
  of the Securities shall be made only from the revenue and proceeds from the
  Trust Property and only to the extent that there shall be sufficient revenue
  or proceeds from the Trust Property to enable the Institutional Trustee or a
  Paying Agent to make payments in accordance with the terms hereof. Each Holder,
  by its acceptance of a Security, agrees that it will look solely to the revenue
  and proceeds from the Trust Property to the extent legally available for distribution
  to it as herein provided and that the Trustees and the Administrators are not
  personally liable to it for any amount distributable in respect of any Security
  or for any other liability in respect of any Security. This Section 2.9(c) does
  not limit the liability of the Trustees expressly set forth elsewhere in this
  Declaration or, in the case of the Institutional Trustee, in the Trust Indenture
  Act.

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


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

       (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;



 -17-





  

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

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

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



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

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

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

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

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

  -18-





  
 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;

          (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

  -19-





  
 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) or 5.01 (b) of the Indenture (other than an Event of Default
  resulting from the default in the payment of Additional Interest or premium,
  if any, if the Institutional Trustee does not have actual knowledge or written
  notice that such payment is due and payable), of which the Institutional Trustee
  shall be deemed to have knowledge;

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

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

     SECTION 2.11.
  Delaware Trustee. Notwithstanding any other provision of this Declaration
  other than Section 4.2, the Delaware Trustee shall not be entitled to exercise
  any powers, nor 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 § 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

  -20-





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


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




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

       (B) substitutes
    for the Securities other 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, as the holder of the Common Securities, a trustee
    of the Successor Entity that possesses the same powers and duties as the Institutional
    Trustee;

       (iii) the
    Capital Securities or any Successor Securities (excluding any securities substituted
    for the Common Securities) are listed or quoted, or any Successor Securities
    will be listed or quoted upon notification of issuance, on any



 -21-





  

   national securities exchange or with
    another organization on which the Capital Securities are then listed or quoted,
    if any;

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

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

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

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




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

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

       (C) following
    such merger, consolidation, amalgamation, replacement, conveyance, transfer
    or lease, the Trust (or the Successor Entity) will continue to be classified
    as a grantor trust for United States federal income tax purposes;




       (viii) the
    Sponsor guarantees the obligations of such Successor Entity under the Successor
    Securities to the same extent provided by the Guarantee, the Debentures and
    this Declaration; and

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



 -22-





  

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



 ARTICLE III

  SPONSOR

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

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

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

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

          (c)
  to negotiate the terms of and/or execute and deliver on behalf of the Trust,
  the Placement Agreement 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

  -23-






Delaware Trustee if it meets the applicable requirements, in
  which case Section 2.11 shall have no application to such entity in its capacity
  as Institutional Trustee.

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

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

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

     SECTION 4.3.
  Institutional Trustee; Eligibility.

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


       (i) not
    be an Affiliate of the Sponsor;

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

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



          (b)
  If at any time the Institutional Trustee shall cease to be eligible to so act
  under Section 4.3(a), the Institutional Trustee shall immediately resign in
  the manner and with the effect set forth in Section 4.7. 

          (c)
  If the Institutional Trustee has or shall acquire any "conflicting interest"
  within the meaning of § 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 JPMorgan Chase Bank.

     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.

  -24-






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

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

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

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


          (a)
  No resignation or removal of any Trustee (the "Relevant Trustee") and no appointment
  of a successor Trustee pursuant to this Article shall become effective until
  the acceptance of appointment by the successor Trustee in accordance with the
  applicable requirements of this Section 4.7. 

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

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

  -25-






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

          (d)
  The Institutional Trustee shall give notice of each resignation and each removal
  of a Trustee and each appointment of a successor Trustee to all Holders and
  to the Sponsor. Each notice shall include the name of the successor Relevant
  Trustee and the address of its Corporate Trust Office if it is the Institutional
  Trustee.

          (e)
  Notwithstanding the foregoing or any other provision of this Declaration, in
  the event a Delaware Trustee who is a natural person dies or is adjudged by
  a court to have become incompetent or incapacitated, the vacancy created by
  such death, incompetence or incapacity may be filled by the Institutional Trustee
  (provided the Institutional Trustee satisfies the requirements of a Delaware
  Trustee as set forth in Section 4.2) following the procedures in this Section
  4.7 (with the successor being a Person who satisfies the eligibility requirement
  for a Delaware Trustee set forth in this Declaration) (the "Successor Delaware
  Trustee").

          (f)
  In case of the appointment hereunder of a successor Relevant Trustee, the retiring
  Relevant Trustee and each successor Relevant Trustee with respect to the Securities
  shall execute and deliver an amendment hereto wherein each successor Relevant
  Trustee shall accept such appointment and which (a) shall contain such provisions
  as shall be necessary or desirable to transfer and confirm to, and to vest in,
  each successor Relevant Trustee all the rights, powers, trusts and duties of
  the retiring Relevant Trustee with respect to the Securities and the Trust and
  (b) shall add to or change any of the provisions of this Declaration as shall
  be necessary 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.

  -26-






          (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.

     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.

  -27-





  
      SECTION 4.11.
  Delegation of Power. 

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

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

     SECTION 4.12.
  Merger, Conversion, Consolidation or Succession to Business. Any Person
  into which the Institutional Trustee or the Delaware Trustee, as the case maybe,
  may be merged or converted or with which either may be consolidated, or any
  Person resulting from any merger, conversion or consolidation to which the Institutional
  Trustee or the Delaware Trustee, as the case may be, shall be a party, or any
  Person succeeding to all or substantially all the corporate trust business of
  the Institutional Trustee or the Delaware Trustee, as the case may be, shall
  be the successor of the Institutional Trustee or the Delaware Trustee, as the
  case may be, hereunder, without the execution or filing of any paper or any
  further act on the part of any of the parties hereto, provided such Person shall
  be otherwise qualified and eligible under this Article and, provided, further,
  that such Person shall file an amendment to the Certificate of Trust with the
  Secretary of State of the State of Delaware as contemplated in Section 4.7(i).

ARTICLE V

  DISTRIBUTIONS

     SECTION 5.1.
  Distributions. 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) 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.

  -28-






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 rankpari passu and payment thereon shall be made
  Pro Rata with the Common Securities except that, where an Event of Default has
  occurred and is continuing, the rights of Holders of the Common Securities to
  payment in respect of Distributions and payments upon liquidation, redemption
  and otherwise are subordinated to the rights to payment of the Holders of the
  Capital Securities. 

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

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

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

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

  -29-





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


          (a)
  The Trust shall maintain in New York, New York, an office or agency where the
  Securities may be presented for payment (the "Paying Agent"), and an office
  or agency where Securities may be presented for registration of transfer or
  exchange (the "Transfer Agent"). The Trustee hereby appoints the Institutional
  Trustee as Paying Agent and Transfer Agent at ITS Unit Trust Window, 4 New York
  Plaza, Ground Floor, New York, New York 10004, Attn: ITS (Houston) – Gold
  Banc Trust III. 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.

  -30-





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

      SECTION 6.4.
  Mutilated, 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 keep each of
  them harmless; then, in the absence of notice that such Certificate shall have
  been acquired by a bona fide purchaser, an Administrator on behalf of the Trust
  shall execute (and in the case of a Capital Security Certificate, the Institutional
  Trustee shall authenticate) and deliver, in exchange for or in lieu of any such
  mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
  denomination. In connection with the issuance of any new Certificate under this
  Section 6.5, 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 6.5.
  Temporary Securities. Until definitive Securities are ready for delivery,
  the Administrators may prepare and, in the case of the Capital Securities, the
  Institutional Trustee shall authenticate, temporary Securities. Temporary Securities
  shall be substantially in form of definitive Securities but may have variations
  that the Administrators consider appropriate for temporary Securities. Without
  unreasonable delay, the Administrators shall prepare and, in the case of the
  Capital Securities, the Institutional Trustee shall authenticate definitive
  Securities in exchange for temporary Securities.

     SECTION 6.6.
  Cancellation. The Administrators at any time may deliver Securities to
  the Registrar for cancellation. The Registrar shall forward to the Institutional
  Trustee any Securities surrendered to it for registration of transfer, redemption
  or payment. The Institutional Trustee shall promptly cancel all Securities surrendered
  for registration of transfer, payment, replacement or cancellation and shall
  dispose of such canceled Securities in accordance with its standard procedures
  or otherwise as the Administrators direct. The Administrators may not issue
  new Securities to replace Securities that have been paid or that have been delivered
  to the Institutional Trustee for cancellation.

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

          (a)
  The legal title to the Trust Property is vested exclusively in the Institutional
  Trustee (in its capacity as such) in accordance with Section 2.6(g), 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 

  -31-





  
 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, the Debenture Trustee fails or the holders of not less than
  25% in principal amount of the outstanding Debentures fail to declare the principal
  of all of the Debentures to be immediately due and payable, the Holders of not
  less than a Majority in liquidation amount of the Capital Securities then outstanding
  shall have the right to make such declaration by a notice in writing to the
  Institutional Trustee, the Sponsor and the Debenture Trustee.

          (c)
  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 

  -32-





  
 deposited with the Debenture Trustee) or
  a default or Event of Default in respect of a covenant or provision that under
  the Indenture cannot be modified or amended without the consent of the holder
  of each outstanding Debenture. No such rescission shall affect any subsequent
  default or impair any right consequent thereon.

          (e)
  Upon receipt by the Institutional Trustee of written notice declaring such an
  acceleration, or rescission and annulment thereof, by Holders of any part of
  the Capital Securities, a record date shall be established for determining Holders
  of outstanding Capital Securities entitled to join in such notice, which record
  date shall be at the close of business on the day the Institutional Trustee
  receives such notice. The Holders on such record date, or their duly designated
  proxies, and only such Persons, shall be entitled to join in such notice, whether
  or not such Holders remain Holders after such record date; provided, that, unless
  such declaration of acceleration, or rescission and annulment, as the case may
  be, shall have become effective by virtue of the requisite percentage having
  joined in such notice prior to the day that is 90 days after such record date,
  such notice of declaration of acceleration, or rescission and annulment, as
  the case may be, shall automatically and without further action by any Holder
  be canceled and of no further effect. Nothing in this paragraph shall prevent
  a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day
  period, a new written notice of declaration of acceleration, or rescission and
  annulment thereof, as the case may be, that is identical to 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 March 15, 2039, 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;



 -33-





  

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

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

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

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



          (b)
  As soon as is practicable after the occurrence of an event referred to in Section
  7.1(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), where 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 its requirements
  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

  -34-





  
 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 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 6.7. 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 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.

          (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 

  -35-





  
 reasonably satisfactory to the Trust, 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 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) 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 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 (D) 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 (C) OR (D) 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

  -36-





  
 1974, AS AMENDED ("ERISA"), OR SECTION
  4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A
  "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
  OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS"
  OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS
  SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTION RELIEF 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 WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
  SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND
  RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
  FOREGOING RESTRICTIONS.

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

  -37-






          (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.

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

 ARTICLE IX

  LIMITATION OF LIABILITY OF HOLDERS

  OF SECURITIES, TRUSTEES OR OTHERS

      SECTION 9.1.
  Liability. 

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


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

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



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

          (c)
  Except to the extent provided in Section 9.1(b), and pursuant to § 3803(a)
  of the Statutory Trust Act, the Holders of the Securities shall be entitled
  to the same limitation of

  -38-






 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.

      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



  -39-







   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) arising
    out of or in connection with the creation, operation, dissolution or termination,
    or the acceptance or administration of this Declaration 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 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



  -40-







   expenses) actually and reasonably incurred
    by such Person in connection therewith.

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

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



 -41-







   Person deliberately breached such Person's
    duty to the Trust or its Common or Capital Security Holders.



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

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

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

  -42-






          (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,
  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 and Cohen Bros. & 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.

  -43-






ARTICLE X

  ACCOUNTING

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


      SECTION 10.2.
  Certain Accounting Matters.

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

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

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

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

          (e)
  The Administrators will cause the Sponsor's reports on Form FRY-9C and FRY-9LP
  to be delivered to the Holder promptly following their filing with the Federal
  Reserve.

     SECTION 10.3.
  Banking. The Trust shall maintain one or more bank accounts in the United
  States, as defined for purposes of Treasury Regulations § 301.7701-7, in
  the name and for the sole benefit of the Trust; provided, however, that
  all payments of funds in respect of the Debentures held by the 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.

  -44-






     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 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:

-45-







       (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




        (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
  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

-46-






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)(ii), 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

       (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 calls 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:

-47-







       (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 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 § 301.7701-7).



 -48-






 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; 

          (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 has its principal place
  of business in the State of Delaware;

  -49-






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

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

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

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

          (f)
  if the Delaware Trustee is a natural person, it 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):


   Gold Banc Trust III

    c/o Gold Banc Corporation, Inc.

    11301 Nall Avenue Leawood, KS 66211

    Attention: Rick Tremblay

    Telecopy: (913) 451-8004

    Telephone: (913) 451-8050



          (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):

  -50-







   Chase Manhattan Bank USA, National Association

    500 Stanton Christiana Rd., FL3/OPS4

    Newark, DE 19713

    Attn: Institutional Trust Services

    Telecopy: 302-552-6280

    Telephone: 302-552-6279



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


   JPMorgan Chase Bank

    600 Travis Street, 50th Floor

    Houston, TX 77002 

    Attention: Institutional Trust Services

    Gold Banc Trust III 

    Telecopy: 713-216-2101

    Telephone: 713-216-4781



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


   Gold Banc Corporation, Inc.

    11301 Nall Avenue Leawood, KS 66211

    Attention: Rick Tremblay

    Telecopy: (913) 451-8004

    Telephone: (913) 451-8050



          (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.

  -51-






      SECTION 13.3.
  Submission to Jurisdiction. 

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

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

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

     SECTION 13.4.
  Intention of the Parties. It is the intention of the parties hereto that
  the Trust be classified for United States federal income tax purposes as a grantor
  trust. The provisions of this Declaration shall be interpreted to further this
  intention of the parties.

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

     SECTION 13.6.
  Successors and Assigns. Whenever in this Declaration any of the parties
  hereto is named or referred to, the successors and assigns of such party shall
  be deemed to be included, and all covenants and agreements in this Declaration
  by the Sponsor and 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.

  -52-






     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.

 

 

 

 

 

 

 

 

 

  -53-






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


  	CHASE MANHATTAN BANK USA,
	NATIONAL ASSOCIATION,
	   as Delaware Trustee
	 
	By:
	 	

	 	Name:
	 	

	 	Title:
	 	

	 
	JPMORGAN CHASE BANK,
	   as Institutional Trustee
	 
	By:
	 	

	 	Name:
	 	

	 	Title:
	 	

	 
	GOLD BANC CORPORATION, INC.
	      as
        Sponsor
	 
	By:
	 	

	 	Name:
	 	

	 	Title:
	 	

	 
	By:
	 	

	 	Administrator
	 
	By:
	 	

	 	Administrator




 

 

-54-






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 15, 2004 (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. 16,000 Capital Securities of Gold Banc Trust III (the "Trust"),
  with an aggregate stated liquidation amount with respect to the assets of the
  Trust of Sixteen Million Dollars ($16,000,000) 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. 495 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 Four Hundred Ninety
  Five Thousand Dollars ($495,000) and a stated liquidation amount with respect
  to the assets of the Trust of $1,000 per Common Security.

     2. Distributions.

     (a) Distributions
  payable on each Security will be payable at a fixed rate of 5.80% (the "Fixed
  Rate") per annum from March 15, 2004 until April 23, 2009 (the "Fixed Rate Period")
  and thereafter at a variable per annum rate of interest, reset quarterly, equal
  to LIBOR, as determined on the LIBOR Determination Date for such Distribution
  Payment Period, plus 2.75% (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
  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

A-I-1





  
 Distribution is payable only to the extent
  that payments are made in respect of the Debentures held by the Institutional
  Trustee and to the extent the Institutional Trustee has funds legally available
  in the Property Account therefor. During the Fixed Rate Period, the amount of
  Distributions payable for any Distribution Payment Period will be computed for
  any full quarterly Distribution Payment Period on the basis of a 360-day year
  of twelve 30-day months and the amount payable for any partial period shall
  be computed on the basis of the number of days elapsed in a 360-day year of
  twelve 30-day months. Upon expiration of the Fixed Rate Period, distributions
  will be computed on the basis of a 360-day year and the actual number of days
  elapsed in the relevant Distribution 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) Upon expiration
  of the Fixed Rate Period, 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 January 23, April 23, July
    23 and October 23, (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, provided, however, that in the
    case of the first Distribution Payment Period, LIBOR will be interpolated
    from LIBOR for three-month U.S. Dollar deposits in Europe and LIBOR for two-month
    U.S. Dollar deposits in Europe on a straight-line basis. "LIBOR Business Day"
    means any day that is not a Saturday, Sunday or other day on which commercial
    banking institutions in The City of New York or Wilmington, Delaware are authorized
    or obligated by law or executive order to be closed. If such rate is superseded
    on Telerate Page 3750 by a corrected rate before 12:00 noon (London time)
    on the same LIBOR Determination Date, the corrected rate as so substituted
    will be the applicable LIBOR for that Distribution Payment Period.

       (2) If,
    on any LIBOR Determination Date, such rate does not appear on Telerate Page
    3750 or such other page as may replace such Telerate Page 3750 on the Moneyline
    Telerate, Inc. service (or such other service or services as may be nominated
    by the British Banker's Association as the information vendor for the purpose
    of displaying London interbank offered rates for U.S. dollar deposits), the
    Calculation Agent shall determine the arithmetic mean of the offered quotations
    of the Reference Banks (as defined below) to leading banks in the



  A-I-2





  

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

     (e) Distributions
  on the Securities will be cumulative, will accrue from the date of original
  issuance, and will be payable, subject to extension of Distribution payment
  periods as described herein, quarterly in arrears on January 23, April 23, July
  23 and October 23 of each year, commencing April 23, 2004 (each, a "Distribution
  Payment Date"). Subject to prior submission of Notice (as defined in the Indenture),
  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

  A-I-3





  
 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 an
  Interest 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 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 rankspari passu with or junior to such stock). Prior to the termination
  of any Extension Period, the Debenture Issuer may further extend such period,
  provided, that such period together with all such previous and further
  consecutive extensions thereof shall not exceed 20 consecutive quarterly periods,
  or extend beyond the Maturity Date. Upon the termination of any Extension Period
  and upon the payment of all Deferred Interest, the Debenture Issuer may commence
  a new Extension Period, subject to the foregoing requirements. No interest or
  Deferred Interest shall be due and payable during an Extension Period, except
  at the end thereof, but Deferred Interest shall accrue upon each installment
  of interest that would otherwise have been due and payable during such Extension
  Period until such installment is paid. If Distributions are deferred, the Distributions
  due shall be paid on the date that the related Extension Period terminates,
  or, if such date is not a Distribution Payment Date, on the immediately following
  Distribution Payment Date, to Holders of the Securities as they appear on the
  books and records of the Trust on the record date immediately preceding such
  date. Distributions on the Securities must be paid on the dates payable (after
  giving effect to any Extension Period) to the extent that the Trust has funds
  legally available for the payment of such

  A-I-4





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

     (f) Distributions
  on the Securities will be payable to the Holders thereof as they appear on the
  books and records of the Registrar on the relevant record dates. The relevant
  record dates shall be selected by the Administrators, which dates shall be 15
  days before the relevant Distribution Payment Date. Distributions payable on
  any Securities that are not punctually paid on any Distribution Payment Date,
  as a result of the Debenture Issuer having failed to make a payment under the
  Debentures, as the case may be, when due (taking into account any Extension
  Period), will cease to be payable to the Person in whose name such Securities
  are registered on the relevant record date, and such defaulted Distribution
  will instead be payable to the Person in whose name such Securities are registered
  on the special record date or other specified date determined in accordance
  with the Indenture. If any Distribution Payment Date other than any date of
  redemption, falls on a day that is not a Business Day, then 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.

     (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
  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

  A-I-5





  
 the Holders of the Securities on a Pro
  Rata basis in accordance with the aggregate stated liquidation amount thereof.

     The Trust
  shall dissolve on the first to occur of (i) March 15, 2039, 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
  of the Sponsor or upon the revocation of the charter of the Sponsor and the
  expiration of 90 days after the date of revocation without a reinstatement thereof,
  (iv) the distribution to the Holders of the Securities of the Debentures, upon
  exercise of the right of the Holder of all of the outstanding Common Securities
  to dissolve the Trust as described above, (v) the entry of a decree of a judicial
  dissolution of the Sponsor or the Trust, or (vi) when all of the Securities
  shall have been called for redemption and the amounts necessary for redemption
  thereof shall have been paid to the Holders in accordance with the terms of
  the Securities. As soon as practicable after the dissolution of the Trust and
  upon completion of the winding up of the Trust, the Trust shall terminate upon
  the filing of a certificate of cancellation with the Secretary of State of the
  State of Delaware.

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

     If, upon any
  such Liquidation, the Liquidation Distribution can be paid only in part because
  the Trust has insufficient assets available to pay in full the aggregate Liquidation
  Distribution, then the amounts payable directly by the Trust on such Capital
  Securities shall be paid to the Holders of the Securities on a Pro Rata basis,
  except that if an Event of Default has occurred and is continuing, the Capital
  Securities shall have a preference over the Common Securities with regard to
  such distributions.

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

  A-I-6






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 April 23, 2034. The Debentures may be redeemed by the Debenture
  Issuer, in whole or in part, on any January 23, April 23, July 23 or October
  23 on or after April 23, 2009 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 of the date of such opinion, subject to United States federal income
  tax with respect to income received or accrued on the Debentures; (ii) interest
  payable by the Debenture Issuer on the Debentures is not, or within 90 days
  of the date of such opinion, will not be, deductible by the Debenture Issuer,
  in whole or in part, for United States federal income tax purposes; or (iii)
  the Trust is, or will be within 90 days of the date of such opinion, subject
  to more than a de minimis amount of other taxes (including withholding taxes),
  duties, assessments or other governmental charges.

A-I-7






     "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 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 in, the laws, rules or regulations of the United States
  or any political subdivision thereof or therein, or as the result of 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 the
  Debenture Issuer will not, within 90 days of the date of the receipt of such
  opinion, the aggregate Liquidation Amount of the Capital Securities will not
  be eligible to be treated by the Company 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;
  provided, however, that the inability of the Company to treat all or any portion
  of the 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 Company having cumulative preferred stock, minority interests in consolidated
  subsidiaries, or any other class of security or interest which the Federal Reserve,
  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.

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

     "Redemption
  Date" means the date fixed for the redemption of Capital Securities, which shall
  be any January 23, April 23, July 23 or October 23 on or after April 23, 2009.

     "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

  A-I-8






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

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

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

     (e) Redemption
  or Distribution Procedures.



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

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

        (iii) If
    the Securities are to be redeemed and the Trust gives a Redemption/Distribution
    Notice, which notice may only be issued if the Debentures are redeemed as
    set out in this Section 4 (which notice will be irrevocable), then, provided,
    that the Institutional Trustee has a sufficient amount of cash in connection
    with the related redemption or maturity of the Debentures, the Institutional
    Trustee will, with respect to Book-Entry Capital Securities, on the Redemption
    Date, irrevocably deposit with the Depositary for such Book-Entry Capital
    Securities, to the extent available therefore, funds sufficient to pay the
    relevant Redemption Price and will give such Depositary irrevocable instructions
    and authority to pay the Redemption Price to the Owners of the Capital Securities.
    With respect to Capital Securities that are not Book-Entry



A-I-9





  

  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 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 Administrators on behalf of 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), andprovided, 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

A-I-10





  
 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 in liquidation amount of such Capital Securities
  have so directed the Institutional Trustee, to the fullest extent permitted
  by law, a Holder of the Capital Securities may institute a legal proceeding
  directly against the Debenture Issuer to enforce the Institutional Trustee's
  rights under the Debentures without first instituting any legal proceeding against
  the Institutional Trustee or any other person or entity. Notwithstanding the
  foregoing, if an Event of Default has occurred and is continuing and such event
  is attributable to the failure of the Debenture Issuer to pay interest or principal
  on the Debentures on the date the interest 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 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

  A-I-11






Indenture, 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 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 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.

A-I-12






     (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 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,

A-I-13





  
 (i) any action that would adversely affect
  the powers, preferences or special rights of the Securities, whether by way
  of amendment to the Declaration or otherwise, or (ii) the Liquidation of the
  Trust, other than as described in Section 7.1 of the Declaration, then the Holders
  of outstanding Securities, voting together as a single class, will be entitled
  to vote on such amendment or proposal and such amendment or proposal shall not
  be effective except with the approval of the Holders of not less than a Majority
  in liquidation amount of the Securities affected thereby; provided, however,
  if any amendment or proposal referred to in clause (i) above would adversely
  affect only the Capital Securities or only the Common Securities, then only
  the affected class will be entitled to vote on such amendment or proposal and
  such amendment or proposal shall not be effective except with the approval of
  a Majority in liquidation amount of such class of Securities.

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

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

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

     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

  A-I-14





  
 Securities Pro Rata according to the aggregate
  liquidation amount of the Common Securities held by the relevant Holder relative
  to the aggregate liquidation amount of all Common Securities outstanding.

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

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

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

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

 

 

 

  A-I-15





  
 EXHIBIT A-1

 FORM OF CAPITAL SECURITY CERTIFICATE

 [FORM OF FACE OF SECURITY]

     THIS SECURITY
  HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
  ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS.
  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
  SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
  THE ABSENCE OF SUCH 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) 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 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 (D) 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 (C) OR (D) 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

  A-1-1





  
 1974, AS AMENDED ("ERISA"), OR SECTION
  4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A
  "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
  OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS"
  OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS
  SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTION RELIEF 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 WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT
  SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE AMENDED AND
  RESTATED DECLARATION OF TRUST TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
  FOREGOING RESTRICTIONS.

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

 

 

 

  A-1-2





  
 

	Certificate Number [P-001]	Number of Capital Securities: 16,000


Certificate Evidencing Capital Securities
  of Gold Banc Trust III

 TP Securities

 (liquidation amount $1,000 per Capital Security)

     Gold Banc
  Trust III, a statutory trust created under the laws of the State of Delaware
  (the "Trust"), hereby certifies that Merrill Lynch International (the "Holder"),
  is the registered owner of 16,000 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
  15, 2004 among Deborah D. Hodes and Lee Derr, as Administrators, Chase Manhattan
  Bank USA, National Association, as Delaware Trustee, JPMorgan Chase Bank, as
  Institutional Trustee, Gold Banc Corporation, Inc., as Sponsor, and the holders
  from time to time of undivided beneficial interests in the assets of the Trust,
  including the designation of the terms of the Capital Securities as set forth
  in Annex I to the Declaration, as the same may be amended from time to time
  (the "Declaration"). Capitalized terms used herein but not defined shall have
  the meaning given them in the Declaration. The Holder is entitled to the benefits
  of the Guarantee to the extent provided therein. The Sponsor will provide a
  copy of the Declaration, the Guarantee, and the Indenture to the Holder without
  charge upon written request to the Sponsor at its principal place of business.

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

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

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

  A-1-3





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

	 	Gold Banc Trust III
	 	 	 	 
	 	By:	 
	 	 	

	 	 	Name:	 
	 	 	

	 	 	Title:	Administrator
	 	 	 	 
	 	Dated:	 	 
	 	 	



 CERTIFICATE OF AUTHENTICATION

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

	 	JPMORGAN CHASE BANK,

      not in its individual capacity but solely as

      Institutional Trustee
	 	 	 	 
	 	By:	 
	 	 	

	 	 	Authorized Signatory
	 	 	 	 
	 	Dated:	 	 
	 	 	



 

 

 

A-1-4





  
 [FORM OF REVERSE OF SECURITY]

     Distributions
  payable on each Capital Security will be payable at a fixed rate of 5.80% (the
  "Fixed Rate") per annum from March 15, 2004 until April 23, 2009 (the "Fixed
  Rate period") and thereafter at a variable per annum rate of interest, reset
  quarterly, equal to LIBOR (as defined in the Declaration) plus 2.75% (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 applicable Coupon Rate for each such quarterly period (to the
  extent permitted by applicable law). The term "Distributions" as used herein
  includes cash distributions, any such compounded distributions and any Additional
  Interest payable on the Debentures unless otherwise stated. A Distribution is
  payable only to the extent that payments are made in respect of the Debentures
  held by the Institutional Trustee and to the extent the Institutional Trustee
  has funds legally available in the Property Account therefor. During the Fixed
  Rate Period, the amount of Distributions payable for any period will be computed
  for any full quarterly Distribution period on the basis of a 360-day year of
  twelve 30-day months and the amount payable for any partial period shall be
  computed on the basis of the number of days elapsed in a 360-day year of twelve
  30-day months. Upon expiration of the Fixed Rate Period, distribution will be
  computed on the basis of a 360-day year and the actual number of days elapsed
  in the relevant Distribution Payment Period.

     Except as
  otherwise described below, Distributions on the Capital Securities will be cumulative,
  will accrue from the date of original issuance and will be payable quarterly
  in arrears on January 23, April 23, July 23 and October 23 of each year, commencing
  on April 23, 2004 (each, a "Distribution Payment Date"). Upon submission of
  Notice, the Debenture Issuer has the right under the Indenture to defer payments
  of interest on the Debentures by extending the interest distribution period
  for up to 20 consecutive quarterly periods (each, an "Extension Period") at
  any time and from time to time on the Debentures, subject to the conditions
  described below, during which Extension Period no interest shall be due and
  payable (except any Additional Interest that may be due and payable). During
  any Extension Period, interest will continue to accrue on the Debentures, and
  interest on such accrued interest (such accrued interest and interest thereon
  referred to herein as "Deferred Interest") will accrue at an annual rate equal
  to the Coupon Rate in effect for each such Extension Period, compounded quarterly
  from the date such Deferred Interest would have been payable were it not for
  the Extension Period, to the extent permitted by law. No Extension Period may
  end on a date other than a Distribution Payment Date. At the end of any such
  Extension Period, the Debenture Issuer shall pay all Deferred Interest then
  accrued and unpaid on the Debentures; provided, however, that
  no Extension Period may extend beyond the Maturity Date. Prior to the termination
  of any Extension Period, the Debenture Issuer may further extend such period,
  provided, that such period together with all such previous and further consecutive
  extensions thereof shall not exceed 20 consecutive quarterly periods, or extend
  beyond the Maturity Date. 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)

  A-1-5





  
 shall be due and payable during an Extension
  Period, except at the end thereof, but Deferred Interest shall accrue upon each
  installment of interest that would otherwise have been due and payable during
  such Extension Period until such installment is paid. If Distributions are deferred,
  the Distributions due shall be paid on the date that the related Extension Period
  terminates to Holders of the Securities as they appear on the books and records
  of the Trust on the record date immediately preceding such date. Distributions
  on the Securities must be paid on the dates payable (after giving effect to
  any Extension Period) to the extent that the Trust has funds legally available
  for the payment of such distributions in the Property Account 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-1-6





  
 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-1-7





  
 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





  
 

	Certificate Number [C-001]	Number of Common Securities: 495


Certificate Evidencing Common Securities

  of

  Gold Banc Trust III

     Gold Banc
  Trust III, a statutory trust created under the laws of the State of Delaware
  (the "Trust"), hereby certifies that Gold Banc Corporation, Inc., (the "Holder")
  is the registered owner of 495 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 15, 2004, among Deborah D. Hodes and
  Lee Derr, as Administrators, Chase Manhattan Bank USA, National Association,
  as Delaware Trustee, JPMorgan Chase Bank, 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





  
 IN WITNESS WHEREOF, the Trust has executed
  this certificate March 15, 2004.

	 	Gold Banc Trust III
	 	 	 	 
	 	By:	 	 
	 	 	

	 	 	Name:	 
	 	 	

	 	 	Title:	Administrator


 

 

 

 

 A-2-3





  
 [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 fixed rate of 5.80% (the "Fixed
  Rate") per annum from March 15, 2004 until April 23, 2009 (the "Fixed Rate Period")
  and thereafter at a variable per annum rate of interest, reset quarterly, equal
  to LIBOR (as defined in the Declaration) plus 2.75% (the "Coupon Rate") of the
  stated liquidation amount of $1,000 per Capital Security, such rate (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 applicable Coupon Rate for each such quarterly period (to the
  extent permitted by applicable law). The term "Distributions" as used herein
  includes cash distributions, any such compounded distributions and any Additional
  Interest payable on the Debentures unless otherwise stated. A Distribution is
  payable only to the extent that payments are made in respect of the Debentures
  held by the Institutional Trustee and to the extent the Institutional Trustee
  has funds legally available in the Property Account therefor. During the Fixed
  Rate Period, the amount of Distributions payable for any period will be computed
  for any quarterly Distribution period on the basis of a 360-day year of twelve
  30-day months and the amount payable for any partial period shall be computed
  on the basis of the number of days elapsed in a 360-day year of twelve 30-day
  months. Upon expiration of the Fixed Rate Period, the amount of distributions
  payable 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 January 23, April 23, July 23 and October 23 of each year, commencing
  on April 23, 2004 (each, a "Distribution Payment Date"). Upon submission of
  Notice, the Debenture Issuer has the right under the Indenture to defer payments
  of interest on the Debentures by extending the interest distribution period
  for up to 20 consecutive quarterly periods (each, an "Extension Period") at
  any time and from time to time on the Debentures, subject to the conditions
  described below, during which Extension Period no interest shall be due and
  payable (except any Additional Interest that may be due and payable). During
  any Extension Period, interest will continue to accrue on the Debentures, and
  interest on such accrued interest (such accrued interest and interest thereon
  referred to herein as "Deferred Interest") will accrue at an annual rate equal
  to the Coupon Rate in effect for each such Extension Period, compounded quarterly
  from the date such Deferred Interest would have been payable were it not for
  the Extension Period, to the extent permitted by law. No Extension Period may
  end on a date other than a Distribution Payment Date. At the end of any such
  Extension Period, the Debenture Issuer shall pay all Deferred Interest then
  accrued and unpaid on the Debentures; provided, however, that no Extension Period
  may extend beyond the Maturity Date. Prior to the termination of any Extension
  Period, the Debenture Issuer may further extend such period, provided, that
  such period together with all such previous and further consecutive extensions
  thereof shall not exceed 20 consecutive quarterly periods, or extend beyond
  the Maturity Date. 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.

  A-2-4





  
 No interest or Deferred Interest (except
  any Additional Interest that may be due and payable) shall be due and payable
  during an Extension Period, except at the end thereof, but Deferred Interest
  shall accrue upon each installment of interest that would otherwise have been
  due and payable during such Extension Period until such installment is paid.
  If Distributions are deferred, the Distributions due shall be paid on the date
  that the related Extension 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





  
 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