Amended and Restated Declaration of Trust





 Exhibit 4.10

 

 

AMENDED AND RESTATED DECLARATION


OF TRUST


GOLD BANC CAPITAL TRUST V

 Dated as of November 10, 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	15
	SECTION 2.9. 	Certain Duties and Responsibilities of the Trustees
      and the	 
	 	Administrators	16
	SECTION 2.10.	Certain Rights of Institutional Trustee	18
	SECTION 2.11.	Delaware Trustee	20
	SECTION 2.12.	Execution of Documents	20
	SECTION 2.13.	Not Responsible for Recitals or Issuance of Securities	21
	SECTION 2.14.	Duration of Trust	21
	SECTION 2.15.	Mergers	21
	 	 	 
	ARTICLE III
	SPONSOR
	 	 	 
	SECTION 3.1. 	Sponsor's Purchase of Common Securities	23
	SECTION 3.2. 	Responsibilities of the Sponsor	23



-i-






 
 TABLE OF CONTENTS
(continued)

		 	Page
		 	 
	ARTICLE IV
	TRUSTEES AND ADMINISTRATORS
	 	 	 
	SECTION 4.1. 	Number of Trustees	23
	SECTION 4.2. 	Delaware Trustee	24
	SECTION 4.3.	Institutional Trustee; Eligibility	24
	SECTION 4.4.	Certain Qualifications of the Delaware Trustee Generally	24
	SECTION 4.5.	Administrators	25
	SECTION 4.6.	Initial Delaware Trustee	25
	SECTION 4.7.	Appointment, Removal and Resignation of the Trustees
      and the	 
	 	Administrators	25
	SECTION 4.8. 	Vacancies Among Trustees	27
	SECTION 4.9.	Effect of Vacancies	27
	SECTION 4.10.	Meetings of the Trustees and the Administrators	27
	SECTION 4.11.	Delegation of Power	28
	SECTION 4.12.	Merger, Conversion, Consolidation or Succession to
      Business	28
	 	 	 
	ARTICLE V
	DISTRIBUTIONS
	 	 	 
	SECTION 5.1.	Distributions	28
	 	 	 
	ARTICLE VI
	ISSUANCE OF SECURITIES
	 	 	 
	SECTION 6.1.	General Provisions Regarding Securities	29
	SECTION 6.2.	Paying Agent, Transfer Agent, Calculation Agent and
      Registrar	30
	SECTION 6.3.	Form and Dating	30
	SECTION 6.4.	Mutilated, Destroyed, Lost or Stolen Certificates	31
	SECTION 6.5.	Temporary Securities	31
	SECTION 6.6. 	Cancellation	31



ii






 
 TABLE OF CONTENTS
(continued)

	 	 	Page
	 	 	 
	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	39
	SECTION 9.3.	Fiduciary Duty	39
	SECTION 9.4.	Indemnification	40
	SECTION 9.5.	Outside Businesses	43
	SECTION 9.6.	Compensation; Fee	43
	 	 	 
	ARTICLE X
	ACCOUNTING
	 	 	 
	SECTION 10.1.	Fiscal Year	44
	SECTION 10.2.	Certain Accounting Matters	44
	SECTION 10.3.	Banking	44
	SECTION 10.4.	Withholding	45
	 	 	 
	ARTICLE XI
	AMENDMENTS AND MEETINGS
	 	 	 
	SECTION 11.1.	Amendments	45



iii






 
 TABLE OF CONTENTS
(continued)

	 	 	Page
	 	 	 
	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	49
	SECTION 12.2.	Representations and Warranties of Delaware Trustee	49
	 	 	 
	ARTICLE XIII
	MISCELLANEOUS
	 	 	 
	SECTION 13.1.	Notices	50
	SECTION 13.2.	Governing Law	52
	SECTION 13.3.	Submission to Jurisdiction	52
	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	53
	SECTION 13.8.	Counterparts	53


 

 

 

 

 

iv






 
 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	 


 

 

 

 

 

 

 

 

 

 

 

-v-











AMENDED AND RESTATED DECLARATION OF TRUST


OF


GOLD BANC CAPITAL TRUST V


November 10, 2004

          
AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated and effective as of November 10, 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 Capital Trust V (the "Trust"), a statutory trust under the Statutory Trust Act (as defined herein), pursuant to a Declaration of Trust, dated as of November 8, 2004 (the "Original Declaration"), and a Certificate of Trust filed with the Secretary of State of the State of Delaware on November 8, 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 or New York City or the city of the Corporate
  Trust Office are permitted or required by any applicable law or executive order
  to close.

       "Calculation Agent" has
  the meaning set forth in Section 1.01 of the Indenture.

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

      "Capital
  Securities Purchase Agreement" means the Capital Securities Purchase Agreement
  dated as of November 8, 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
  Capital Trust V.

       "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 December 15, 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, as 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.

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

ARTICLE II 

  ORGANIZATION

      SECTION
  2.1. Name.
  The Trust is named "Gold Banc Capital Trust V," 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,
  Kansas 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.

  -8-










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

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

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

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

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



  -9-











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

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

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

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

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

          
(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);




-10-











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

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

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

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

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

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

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




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




          
  (A) the establishment of the Property Account;

           
  (B) the receipt of the Debentures;

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

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





-11-











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

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

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

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

            
    (I) after any Event of Default (of which the Institutional Trustee has knowledge
    (as provided in Section 2.10(m) hereof)) (provided,
    that such Event of Default is not by or with respect to the Institutional
    Trustee), the taking of any action incidental to the foregoing as the Institutional
    Trustee may from time to time determine is necessary or advisable to give
    effect to the terms of this Declaration and protect and conserve the Trust
    Property for the benefit of the Holders (without consideration of the effect
    of any such action on any particular Holder);

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

  -12-










 case of the Institutional Trustee, to the
  actual knowledge of a Responsible Officer would cause) the Trust to fail or
  cease to qualify as a "grantor trust" for United States federal income tax purposes,
  (iv) incur any indebtedness for borrowed money or issue any other debt or (v)
  take or consent to any action that would result in the placement of a lien on
  any of the Trust Property. The Institutional Trustee shall, at the sole cost
  and expense of the Trust, defend all claims and demands of all Persons at any
  time claiming any lien on any of the Trust Property adverse to the interest
  of the Trust or the Holders in their capacity as Holders.

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


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

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

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



          
(d) Notwithstanding anything herein to the contrary, the Administrators, the Institutional Trustee and the Holders of a Majority in liquidation amount of the Common Securities are authorized and directed to conduct the affairs of the Trust and to operate the Trust so that (i) the Trust will not be deemed to be an Investment Company (in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer), and (ii) the Trust will not fail to be classified as a grantor trust for United States federal income tax purposes (in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer) and (iii) the Trust will not take any action inconsistent with the treatment of the Debentures as indebtedness of the Debenture Issuer for United States federal income tax purposes (in the case of the Institutional Trustee, to the actual knowledge of a Responsible Officer). In this connection, the Institutional Trustee, the Administrators and the Holders of a Majority in
liquidation amount of the Common Securities are authorized to take any action, not inconsistent with applicable laws or this Declaration, as amended from time to time, that each of the Institutional Trustee, the Administrators and such Holders determine in their discretion to be necessary or desirable for such purposes, even if such action adversely affects the interests of the Holders of the Capital Securities.

  -13-






 
          (e)
  All expenses incurred by the Administrators or the Trustees pursuant to this
  Section 2.6 shall be reimbursed by the Sponsor, and the Trustees shall have
  no obligations with respect to such expenses.

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

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

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

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

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

           (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

-14-










that such amendment, modification or termination will not cause the Trust to cease to be classified as a grantor trust for United States federal income tax purposes.

     SECTION 2.8. Powers
  and Duties of the Institutional Trustee.

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

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

           
  (c) The Institutional Trustee shall:


          
(i) establish and maintain a segregated non-interest bearing trust account (the "Property Account") in the United States (as defined in Treasury Regulations § 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

  -15-











principal of the Debentures on the date such interest, premium, if any, or principal is otherwise payable (or in the case of redemption, on the redemption date), then a Holder of the Capital Securities may directly institute a proceeding for enforcement of payment to such Holder of the principal of or premium, if any, or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such Holder (a "Direct Action") on or after the respective due date specified in the Debentures. In connection with such Direct Action, the rights of the Holders of the Common Securities will be subrogated to the rights of such Holder of the Capital Securities to the extent of any payment made by the Debenture Issuer to such Holder of the Capital Securities in such Direct Action;provided,however, that a Holder of the Common
Securities may exercise such right of subrogation only if no Event of Default with respect to the Capital Securities has occurred and is continuing.

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


          
(i) the Trust has been completely liquidated and the proceeds of the liquidation distributed to the Holders of the Securities pursuant to the terms of the Securities and this Declaration (including Annex I) and the certificate of cancellation referenced in Section 7.1(b) has been filed; or

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



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

          
(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 theAdministrators.

          
(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.

  -16-










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

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

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


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

          
(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,




-17-












method and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under this Declaration;

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

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

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



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

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

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

  -18-










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

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

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

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

          
  (g) the Institutional Trustee shall be under no obligation to exercise any of
  the rights or powers vested in it by this Declaration at the request or direction
  of any of the Holders pursuant to this Declaration, unless such Holders shall
  have offered to the Institutional Trustee security or indemnity reasonably satisfactory
  to it against the costs, expenses and liabilities which might be incurred by
  it in compliance with such request or direction; provided,
  that nothing contained in this Section 2.10(g) shall be taken to relieve the
  Institutional Trustee, upon the occurrence of an Event of Default (of which
  the Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof))
  that has not been cured or waived, of its obligation to exercise the rights
  and powers vested in it by this Declaration;

          
(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

  -19-










 only by the Holders of the same proportion
  in liquidation amount of the Common Securities and the Capital Securities as
  would be entitled to direct the Institutional Trustee under the terms of the
  Common Securities and the Capital Securities in respect of such remedy, right
  or action, (ii) may refrain from enforcing such remedy or right or taking such
  other action until such instructions are received, and (iii) shall be fully
  protected in acting in accordance with such instructions;

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

          
(l) when the Institutional Trustee incurs expenses or renders services in connection with a Bankruptcy Event, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors rights generally;

          
(m) the Institutional Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Institutional Trustee has actual knowledge of such event or the Institutional Trustee receives written notice of such event from any Holder, except with respect to an Event of Default pursuant to Sections 5.01(a), 5.01(b) or 5.01(c) of the Indenture (other than an Event of Default resulting from the default in the payment of Additional Interest or premium, if any, if the Institutional Trustee does not have actual knowledge or written notice that such payment is due and payable), of which the Institutional Trustee shall be deemed to have knowledge;

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

          
(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.

  -20-










     SECTION 2.12.
  Execution of Documents.
  Unless otherwise determined in writing by the Institutional Trustee, and except
  as otherwise required by the Statutory Trust Act, the Institutional Trustee,
  or any one or more of the Administrators, as the case may be, is authorized
  to execute and deliver on behalf of the Trust any documents, agreements, instruments
  or certificates that the Trustees or the Administrators, as the case may be,
  have the power and authority to execute pursuant to Section 2.6.

     SECTION 2.13.
  Not Responsible
  for Recitals or Issuance of Securities. The recitals
  contained in this Declaration and the Securities shall be taken as the statements
  of the Sponsor, and the Trustees do not assume any responsibility for their
  correctness. The Trustees make no representations as to the value or condition
  of the property of the Trust or any part thereof. The Trustees make no representations
  as to the validity or sufficiency of this Declaration, the Debentures or the
  Securities.

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

     SECTION 2.15. Mergers.

          
(a) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except as described in this Section 2.15 and except with respect to the distribution of Debentures to Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or Section 4 of Annex I.

          
  (b) The Trust may, with the consent of the Administrators (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 a trustee of the Successor Entity that possesses the same powers and duties as the Institutional Trustee;




-21-











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

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

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

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

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




          
(A) such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of 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




-22-












Officers' Certificate of the Administrators and an opinion of counsel, each to the effect that all conditions precedent of this paragraph (b) to such transaction have been satisfied.



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

 ARTICLE III 

  SPONSOR

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

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

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

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

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

  -23-






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

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

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

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

      SECTION 4.3.
  Institutional Trustee;
  Eligibility.

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


              (i)
    not be an Affiliate of the Sponsor;

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

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



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

          
  (c) If the Institutional Trustee 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.


-24-






 
           (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.

     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

  -25-










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

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

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

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

  -26-










 Securities and the Trust subject to the
  payment of all unpaid fees, expenses and indemnities of such retiring Relevant
  Trustee.

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

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

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

     SECTION 4.8.
  Vacancies Among
  Trustees. If a Trustee ceases to hold office for
  any reason and the number of Trustees is not reduced pursuant to Section 4.1,
  or if the number of Trustees is increased pursuant to Section 4.1, a vacancy
  shall occur. A resolution certifying the existence of such vacancy by the Trustees
  or, if there are more than two, a majority of the Trustees shall be conclusive
  evidence of the existence of such vacancy. The vacancy shall be filled with
  a Trustee appointed in accordance with Section 4.7.

     SECTION 4.9.
  Effect of Vacancies.
  The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation,
  incompetence or incapacity to perform the duties of a Trustee shall not operate
  to dissolve, terminate or annul the Trust or terminate this Declaration. Whenever
  a vacancy in the number of Trustees shall occur, until such vacancy is filled
  by the appointment of a Trustee in accordance with Section 4.7, the Institutional
  Trustee shall have all the powers granted to the Trustees and shall discharge
  all the duties imposed upon the Trustees by this Declaration.

     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

  -27-










 vote of a majority of the Trustees or the
  Administrators present (whether in person or by telephone) and eligible to vote
  with respect to such matter; provided,
  that, in the case of the Administrators, a Quorum is present, or without a meeting
  by the unanimous written consent of the Trustees or the Administrators, as the
  case may be. Meetings of the Trustees and the Administrators together shall
  be held from time to time upon the call of any Trustee or Administrator.

     SECTION 4.11. Delegation
  of Power.

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

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

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

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)
  or premium, if any, on and/or principal on the Debentures held by the Institutional
  Trustee (the amount of any such payment being a "Payment Amount"), the Institutional
  Trustee shall and is directed, to the extent funds are available in the Property
  Account for that purpose, to make a distribution (a "Distribution") of the Payment
  Amount to Holders. For the avoidance of doubt, funds in the Property Account
  shall not be distributed to Holders to the extent of any taxes payable by the
  Trust, in the case of withholding taxes, as determined by the Institutional
  Trustee or any Paying Agent and, in the

  -28-










 case of taxes other than withholding tax
  taxes, as determined by the Administrators in a written notice to the Institutional
  Trustee.

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.

  -29-










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

     SECTION 6.2. 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 Capital Trust V. 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

  -30-










 Administrators and the Sponsor, by their
  execution and delivery of this Declaration, expressly agree to such terms and
  provisions and to be bound thereby. Capital Securities will be issued only in
  blocks having a stated liquidation amount of not less than $100,000 and multiples
  of $1,000 in excess thereof.

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

     SECTION 6.4.
  Mutilated, Destroyed,
  Lost or Stolen Certificates. If: (a) any mutilated
  Certificates should be surrendered to the Registrar, or if the Registrar shall
  receive evidence to its satisfaction of the destruction, loss or theft of any
  Certificate; and (b) there shall be delivered to the Registrar, the Administrators
  and the Institutional Trustee such security or indemnity as may be required
  by them to hold each of them harmless; then, in the absence of notice that such
  Certificate shall have been acquired by a bona fide purchaser, an Administrator
  on behalf of the Trust shall execute (and in the case of a Capital Security
  Certificate, the Institutional Trustee shall authenticate) and deliver, in exchange
  for or in lieu of any such mutilated, destroyed, lost or stolen Certificate,
  a new Certificate of like denomination. In connection with the issuance of any
  new Certificate under this Section 6.4, the Registrar or the Administrators
  may require the payment of a sum sufficient to cover any tax or other governmental
  charge that may be imposed in connection therewith. Any duplicate Certificate
  issued pursuant to this Section shall constitute 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

  -31-










 the Trust conferred by their Securities
  and they shall have no right to call for any partition or division of property,
  profits or rights of the Trust except as described below. The Securities shall
  be personal property giving only the rights specifically set forth therein and
  in this Declaration. The Securities shall have no, and the issuance of the Securities
  shall not be subject to, preemptive or other similar rights and when issued
  and delivered to Holders against payment of the purchase price therefor, the
  Securities will be fully paid and nonassessable by the Trust.

          
(b) For so long as any Capital Securities remain outstanding, if, upon an Indenture Event of Default under Section 5.01(c) of the Indenture, the Debenture Trustee fails or the holders of not less than 25% in principal amount of the outstanding Debentures fail to declare the principal of all of the Debentures to be immediately due and payable, the Holders of not less than a Majority in liquidation amount of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Institutional Trustee, the Sponsor and the Debenture Trustee.

          
(c) 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

  -32-










 matured installments of interest and principal
  due otherwise than by acceleration has been deposited with the Debenture Trustee)
  or a default or Event of Default in respect of a covenant or provision that
  under the Indenture cannot be modified or amended without the consent of the
  holder of each outstanding Debenture. No such rescission shall affect any subsequent
  default or impair any right consequent thereon.

          
(e) Upon receipt by the Institutional Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of any part of the Capital Securities, a record date shall be established for determining Holders of outstanding Capital Securities entitled to join in such notice, which record date shall be at the close of business on the day the Institutional Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the requisite percentage having joined in such notice prior to the day that is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action
by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to 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 6.7.

          
(f) Except as otherwise provided in this Section 6.7, the Holders of not less than a Majority in liquidation amount of the Capital Securities may, on behalf of the Holders of all the Capital Securities, waive any past default or Event of Default and its consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

 ARTICLE VII
DISSOLUTION AND TERMINATION OF TRUST

     SECTION 7.1.
  Dissolution and
  Termination of Trust.

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


          
(i) unless earlier dissolved, on December 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




-33-











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

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

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

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

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



          
(b) As soon as is practicable after the occurrence of an event referred to in Section 7.1(a), and after satisfaction of liabilities to creditors of the Trust as required by applicable law, including Section 3808 of the Statutory Trust Act, and subject to the terms set forth in Annex I, the Delaware Trustee, when notified in writing of the completion of the winding up of the Trust in accordance with the Statutory Trust Act, shall terminate the Trust by filing, at the expense of the Sponsor, a certificate of cancellation with the Secretary of State of the State of Delaware.

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

ARTICLE VIII 

  TRANSFER OF INTERESTS

     SECTION 8.1. General.

          
(a) Subject to Section 6.4 and Section 8.1(c), when Capital Securities are presented to the Registrar with a request to register a transfer or to exchange them for an equal number of Capital Securities represented by different Certificates, the Registrar shall register the transfer or make the exchange if the requirements provided for herein for such transactions are met. To permit registrations of transfers and exchanges, the Trust shall issue and the Institutional Trustee shall authenticate Capital Securities at the Registrar's request.

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

          
(c) Capital Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Declaration and in the terms of the

  -34-










 Capital Securities. To the fullest extent
  permitted by applicable law, any transfer or purported transfer of any Security
  not made in accordance with this Declaration shall be null and void and will
  be deemed to be of no legal effect whatsoever and any such transferee shall
  be deemed not to be the holder of such Capital Securities for any purpose, including
  but not limited to the receipt of Distributions on such Capital Securities,
  and such transferee shall be deemed to have no interest whatsoever in such Capital
  Securities.

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

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

     SECTION 8.2. Transfer
  Procedures and Restrictions.

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

          
(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

  -35-










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

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

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

  -36-










 TRANSACTIONS INVOLVING THIS SECURITY UNLESS
  SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

      THE HOLDER
  OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS
  THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN
  OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
  OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING
  ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY
  AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY
  OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE
  EXEMPTION RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
  CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION
  OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406
  OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.
  ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED
  TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS
  NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR
  A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON
  ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR
  ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
  PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION
  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
  APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

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

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

  -37-










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

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

     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




-38-











          
(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 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:

  -39-











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

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



     SECTION 9.4. Indemnification.



(a)  (i)     The Sponsor shall indemnify, to the fullest extent permitted by law, any Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Trust) 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




-40-











   reasonably entitled to indemnity for such
    expenses which such Court of Chancery or such other court shall deem proper.

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

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

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




-41-











   interests of the Trust, or, with respect
    to any criminal proceeding, that such Indemnified Person believed or had reasonable
    cause to believe such conduct was unlawful. In no event shall any advance
    be made (i) to a Company Indemnified Person in instances where the Administrators,
    independent legal counsel or the Common Security Holder reasonably determine
    that such Person deliberately breached such Person's duty to the Trust or
    its Common or Capital Security Holders or (ii) to a Fiduciary Indemnified
    Person in instances where independent legal counsel promptly and reasonably
    determines in a written opinion that such Person deliberately breached such
    Person's duty to the Trust or its Common or Capital Security Holders.



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

          
(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

-42-










 surviving entity as such Person would have
  with respect to such constituent entity if its separate existence had continued.

          
(f)     The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 9.4 shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be an Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a Person.

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

     SECTION 9.5.
  Outside Businesses.
  Any Covered Person, the Sponsor, the Delaware Trustee and the Institutional
  Trustee (subject to Section 4.3(c)) may engage in or possess an interest in
  other business ventures of any nature or description, independently or with
  others, similar or dissimilar to the business of the Trust, and the Trust and
  the Holders of Securities shall have no rights by virtue of this Declaration
  in and to such independent ventures or the income or profits derived therefrom,
  and the pursuit of any such venture, even if competitive with the business of
  the Trust, shall not be deemed wrongful or improper. None of any Covered Person,
  the Sponsor, the Delaware Trustee or the Institutional Trustee shall be obligated
  to present any particular investment or other opportunity to the Trust even
  if such opportunity is of a character that, if presented to the Trust, could
  be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee
  and the Institutional Trustee shall have the right to take for its own account
  (individually or as a partner or fiduciary) or to recommend to others any such
  particular investment or other opportunity. Any Covered Person, the Delaware
  Trustee and the Institutional Trustee may engage or be interested in any financial
  or other transaction with the Sponsor or any Affiliate of the Sponsor, or may
  act as depositary for, trustee or agent for, or act on any committee or body
  of holders of, securities or other obligations of the Sponsor or its Affiliates.

     SECTION 9.6. Compensation;
  Fee.

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


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

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




-43-












and advances incurred or made by the Trustees in accordance with any provision of this Declaration (including the reasonable compensation and the expenses and disbursements of their respective agents and counsel), except any such expense, disbursement or advance attributable to their negligence or willful misconduct.



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

ARTICLE X 

  ACCOUNTING

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

     SECTION 10.2. Certain
  Accounting Matters.

          
(a) At all times during the existence of the Trust, the Administrators shall keep, or cause to be kept at the principal office of the Trust in the United States, as defined for purposes of Treasury Regulations § 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 FR Y-9C and FR Y-9LP to be delivered to the Holder promptly following their filing with the Federal Reserve.

  -44-










     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.

     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,




-45-











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

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



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


          
  (i) unless the Institutional Trustee shall have first received




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

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




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




          
  (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 financial holding company, such guidelines or policies applied
  to the Debenture Issuer as if the Debenture Issuer were subject to such guidelines
  of policies) or of (y) any other regulatory authority having jurisdiction over
  the Debenture Issuer.



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

          
(d) In addition to and notwithstanding any other provision in this Declaration, without the consent of each affected Holder, this Declaration may not be amended to (i) change the amount or timing of any Distribution on the Securities or any redemption or liquidation


-46-










 provisions applicable to the Securities
  or otherwise adversely affect the amount of any Distribution required to be
  made in respect of the Securities as of a specified date or (ii) restrict the
  right of a Holder to institute suit for the enforcement of any such payment
  on or after such date.

          
(e) Sections 9.1(b) and 9.1(c) and this Section 11.1 shall not be amended without the consent of all of the Holders of the Securities.

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

          
  (g) Subject to Section 11.1(a), this Declaration may be amended by the Institutional
  Trustee and the Holder of a Majority in liquidation amount of the Common Securities
  without the consent of the Holders of the Capital Securities to:


          
  (i) cure any ambiguity;

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

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

          
  (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

  -47-










 Administrators one or more notices in a
  writing stating that the signing Holders of the Securities wish to call a meeting
  and indicating the general or specific purpose for which the meeting is to be
  called. Any Holders of the Securities calling a meeting shall specify in writing
  the Certificates held by the Holders of the Securities exercising the right
  to call a meeting and only those Securities represented by such Certificates
  shall be counted for purposes of determining whether the required percentage
  set forth in the second sentence of this paragraph has been met.

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


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




-48-










 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).

 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.

  -49-










     SECTION 12.2.
  Representations
  and Warranties of Delaware Trustee. The Trustee
  that acts as initial Delaware Trustee represents and warrants to the Trust and
  to the Sponsor at the date of this Declaration, and each Successor Delaware
  Trustee represents and warrants to the Trust and the Sponsor at the time of
  the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee
  that:

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

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

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

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

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

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

ARTICLE XIII 

  MISCELLANEOUS

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

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

  -50-






 

 Gold Banc Capital Trust V

  c/o Gold Banc Corporation, Inc. 

  11301 Nall Avenue 

  Leawood, Kansas 66211 

  Attention: Rick J. 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):


 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 Capital Trust V 

  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, Kansas 66211 

  Attention: Rick J. 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

  -51-










 notice was given, such notice or other
  document shall be deemed to have been delivered on the date of such refusal
  or inability to deliver.

     SECTION 13.2.
  Governing Law.
  This Declaration and the rights and obligations of the parties hereunder shall
  be governed by and interpreted in accordance with the law of the State of Delaware
  and all rights, obligations and remedies shall be governed by such laws without
  regard to the principles of conflict of laws of the State of Delaware or any
  other jurisdiction that would call for the application of the law of any jurisdiction
  other than the State of Delaware.

     SECTION 13.3. Submission
  to Jurisdiction.

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

  -52-











Trustees shall bind and inure to the benefit of their respective successors and assigns, whether or not so expressed.

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

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

 

 

 

 

 

 

  -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 November 10, 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.
  38,000 Capital Securities of Gold Banc Capital Trust V (the "Trust"), with an
  aggregate stated liquidation amount with respect to the assets of the Trust
  of Thirty Eight Million Dollars ($38,000,000) 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. 1,176 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 One Million One Hundred Seventy Six Thousand Dollars
  ($1,176,000) and a stated liquidation amount with respect to the assets of the
  Trust of $1,000 per Common Security.

          2. Distributions.

          
  (a) Distributions payable on each Security will be payable at a fixed rate of
  6.00% (the "Fixed Rate") per annum from November 10, 2004 until December 15,
  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 2.10% (the "Variable Rate" and,
  together with the Fixed Rate, as applicable, the "Coupon Rate") of the stated
  liquidation amount of $1,000 per Security (provided, however, that the Coupon
  Rate for any Distribution Payment Period may not exceed the highest rate permitted
  by New York law, as the same may be modified by United States law of general
  applicability), such Coupon Rate being the rate of interest payable on the Debentures
  to be held by the Institutional Trustee. Except as set forth below in respect
  of an Extension Period, Distributions in arrears for more than one quarterly
  period will bear interest thereon compounded quarterly at the applicable Coupon
  Rate for each such quarterly period (to the extent permitted by applicable law).
  The term "Distributions" as used herein includes cash distributions, any such
  compounded distributions

A-I-1









 and any Additional Interest payable on
  the Debentures unless otherwise stated. A Distribution is payable only to the
  extent that payments are made in respect of the Debentures held by the Institutional
  Trustee and to the extent the Institutional Trustee has funds legally available
  in the Property Account therefor. During the Fixed Rate Period, the amount of
  Distributions payable for any Distribution Payment Period will be computed for
  any full quarterly Distribution Payment Period on the basis of a 360-day year
  of twelve 30-day months and the amount payable for any partial period shall
  be computed on the basis of the number of days elapsed in a 360-day year of
  twelve 30-day months. Upon expiration of the Fixed Rate Period, distributions
  will be computed on the basis of a 360-day year and the actual number of days
  elapsed in the relevant Distribution 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 March 15, June 15, September 15 and December 15 (or, with respect to the
    first Distribution Payment Period, on November 10, 2004), (each such day,
    a "LIBOR Determination Date") for such Distribution Payment Period), the Calculation
    Agent shall obtain the rate for three-month U.S. Dollar deposits in Europe,
    which appears on Telerate Page 3750 (as defined in the International Swaps
    and Derivatives Association, Inc. 2000 Interest Rate and Currency Exchange
    Definitions) or such other page as may replace such Telerate Page 3750 on
    the Moneyline Telerate, Inc. service (or such other service or services as
    may be nominated by the British Banker's Association as the information vendor
    for the purpose of displaying London interbank offered rates for U.S. dollar
    deposits), as of 11:00 a.m. (London time) on such LIBOR Determination Date,
    and the rate so obtained shall be LIBOR for such Distribution Payment Period.
    "LIBOR Business Day" means any day that is not a Saturday, Sunday or other
    day on which commercial banking institutions in The City of New York or Wilmington,
    Delaware are authorized or obligated by law or executive order to be closed.
    If such rate is superseded on Telerate Page 3750 by a corrected rate before
    12:00 noon (London time) on the same LIBOR Determination Date, the corrected
    rate as so substituted will be the applicable LIBOR for that Distribution
    Payment Period.

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



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

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

          
(e) Distributions on the Securities will be cumulative, will accrue from the date of original issuance, and will be payable, subject to extension of Distribution payment periods as described herein, quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing December 15, 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

  A-I-3










 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; 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 rankpari
  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 respectspari 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

  A-I-4










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

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

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

          
  3. Liquidation Distribution
  Upon Dissolution. In the event of the voluntary
  or involuntary liquidation, dissolution, winding-up or termination of the Trust
  (each, a "Liquidation") other than in connection with a redemption of the Debentures,
  the Holders of the Securities will be entitled to receive out of the assets
  of the Trust available for distribution to Holders of the Securities, after
  satisfaction of liabilities to creditors of the Trust (to the extent not satisfied
  by the Debenture Issuer), distributions equal to the aggregate of the stated
  liquidation amount of $1,000 per Security plus accrued and unpaid Distributions
  thereon to the date of payment (such amount being the "Liquidation Distribution"),
  unless in connection with such Liquidation, the Debentures in an aggregate stated
  principal amount equal to the aggregate stated liquidation amount of such Securities,
  with an interest rate equal to the Coupon Rate of, and bearing accrued and unpaid
  interest in an amount equal to the accrued and unpaid Distributions on, and
  having the same record date as, such Securities, after paying or making reasonable
  provision to pay all claims and obligations of the Trust in accordance with
  Section 3808(e) of the Statutory Trust Act, shall be distributed on a Pro Rata
  basis to the Holders of the Securities in exchange for such Securities.

          
The Sponsor, as the Holder of all of the Common Securities, has the right at any time to, upon receipt of an opinion of nationally recognized tax counsel that Holders will not recognize

  A-I-5










 any gain or loss for United States federal
  income tax purposes as a result of the distribution of the Debentures, dissolve
  the Trust (including without limitation upon the occurrence of a Tax Event,
  an Investment Company Event or a Capital Treatment Event), subject to the receipt
  by the Debenture Issuer of prior approval from any regulatory authority having
  jurisdiction over the Sponsor that is primarily responsible for regulating the
  activities of the Sponsor if such approval is then required under applicable
  capital guidelines or policies of such regulatory authority, and, after satisfaction
  of liabilities to creditors of the Trust, cause the Debentures to be distributed
  to the Holders of the Securities on a Pro Rata basis in accordance with the
  aggregate stated liquidation amount thereof.

          
The Trust shall dissolve on the first to occur of (i) November 10, 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, (iv) the distribution to the Holders of the Securities of the Debentures, upon exercise of the right of the Holder of all of the outstanding Common Securities to dissolve the Trust as described above, (v) the entry of a decree of a judicial dissolution of the Sponsor or the Trust, or (vi) when all of the Securities shall have been called for redemption and the amounts necessary for redemption thereof
shall have been paid to the Holders in accordance with the terms of the Securities. As soon as practicable after the dissolution of the Trust and upon completion of the winding up of the Trust, the Trust shall terminate upon the filing of a certificate of cancellation with the Secretary of State of the State of Delaware.

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

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

  A-I-6






 
          Upon
  any such Liquidation of the Trust involving a distribution of the Debentures,
  if at the time of such Liquidation, the Capital Securities were rated by at
  least one nationally-recognized statistical rating organization, the Debenture
  Issuer will use its reasonable best efforts to obtain from at least one such
  or other rating organization a rating for the Debentures.

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

           4.
  Redemption and Distribution.

          (a)
  The Debentures will mature on December 15, 2034. The Debentures may be redeemed
  by the Debenture Issuer, in whole or in part, on any March 15, June 15, September
  15 or December 15 on or after December 15, 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

 A-I-7









 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.

          "Investment
  Company Event" means the receipt by the Debenture Issuer and the Trust of an
  opinion of counsel experienced in such matters to the effect that, as a result
  of a change in law or regulation or written change in interpretation or application
  of law or regulation by any legislative body, court, governmental agency or
  regulatory authority, there is more than an insubstantial risk that the Trust
  is or, within 90 days of the date of such opinion will be, considered an "investment
  company" that is required to be registered under the Investment Company Act,
  which change or prospective change becomes effective or would become effective,
  as the case may be, on or after the date of the original issuance of the Debentures.

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

          "Special
  Event" means any of a Capital Treatment Event, a Tax Event or an Investment
  Company Event.

  A-I-8






 
          "Special
  Redemption Price" means, with respect to the redemption of any Debentures following
  a Special Event, an amount in cash equal to 103.525% of the principal amount
  of Debentures to be redeemed prior to December 15, 2005 and thereafter equal
  to the percentage of the principal amount of the Debentures that is specified
  below for the Special Redemption Date plus, in each case, unpaid interest accrued
  thereon to the Special Redemption Date:

	Special Redemption During the	 	 	 
	12-Month Period Beginning December
      15	 	Percentage of Principal
      Amount	 
	 	 	 	 
	 	 	 	 
	2005	 	103.140%	 
	2006	 	102.355%	 
	2007	 	101.570%	 
	2008	 	100.785%	 
	2009 and thereafter	 	100.000%	 


          
  "Redemption Date" means the date fixed for the redemption of Capital Securities,
  which shall be any March 15, June 15, September 15 or December 15 on or after
  December 15, 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 Securities), the proceeds from such repayment or payment
  shall concurrently be applied to redeem Pro Rata at the applicable Redemption
  Price, Securities having an aggregate liquidation amount equal to the aggregate
  principal amount of the Debentures so repaid or redeemed; provided,
  however, that holders
  of such Securities shall be given not less than 30 nor more than 60 days' notice
  of such redemption (other than at the scheduled maturity of the Debentures).

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

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

           
  (e) Redemption or Distribution Procedures.


          
(i) Notice of any redemption of, or notice of distribution of the Debentures in exchange for, the Securities (a "Redemption/Distribution Notice") will be given by the Trust by mail to each Holder of Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 4(e)(i), a Redemption/Distribution Notice shall be deemed to be




A-I-9











 given on the day such notice is first mailed
  by first-class mail, postage prepaid, to Holders of such Securities. Each Redemption/Distribution
  Notice shall be addressed to the Holders of such Securities at the address of
  each such Holder appearing on the books and records of the Registrar. No defect
  in the Redemption/Distribution Notice or in the mailing thereof with respect
  to any Holder shall affect the validity of the redemption or exchange proceedings
  with respect to any other Holder.

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

          
(iii) If the Securities are to be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued if the Debentures are redeemed as set out in this Section 4 (which notice will be irrevocable), then, provided, that the Institutional Trustee has a sufficient amount of cash in connection with the related redemption or maturity of the Debentures, the Institutional Trustee will, with respect to Book-Entry Capital Securities, on the Redemption Date, irrevocably deposit with the Depositary for such Book-Entry Capital Securities, to the extent available therefore, funds sufficient to pay the relevant Redemption Price and will give such Depositary irrevocable instructions and authority to pay the Redemption Price to the Owners of the Capital Securities.  With respect to Capital Securities that are not Book-Entry Capital Securities, the Institutional Trustee will pay, to the extent available therefore, the relevant Redemption Price to the Holders of such Securities by check
mailed to the address of each such Holder appearing on the books and records of the Trust on the redemption date. If a Redemption/Distribution Notice shall have been given and funds deposited as required, then immediately prior to the close of business on the date of such deposit, Distributions will cease to accrue on the Securities so called for redemption and all rights of Holders of such Securities so called for redemption will cease, except the right of the Holders of such Securities to receive the applicable Redemption Price specified in Section 4(a). If any date fixed for redemption of Securities is not a Business Day, then payment of any such Redemption Price payable on such date will be made on the next succeeding day that is a Business Day except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption
Price in respect of any Securities is improperly withheld or refused and not paid either by the Trust or by the Debenture Issuer as guarantor pursuant to the Guarantee, Distributions on such Securities will continue to accrue at the then applicable rate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price. In the event of any redemption of the Capital 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




A-I-10











   Securities and ending at the close of business
    on the earliest date on which the relevant notice of redemption is deemed
    to have been given to all Holders of the Capital Securities to be so redeemed
    or (ii) register the transfer of or exchange any Capital Securities so selected
    for redemption, in whole or in part, except for the unredeemed portion of
    any Capital Securities being redeemed in part.

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

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



          
  5. Voting Rights - Capital Securities.

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

          (b) Subject to the requirements of obtaining a tax
  opinion by the Institutional Trustee in certain circumstances set forth in the
  last sentence of this paragraph, the Holders of a Majority in liquidation amount
  of the Capital Securities, voting separately as a class, have the right to direct
  the time, method, and place of conducting any proceeding for any remedy available
  to the Institutional Trustee, or exercising any trust or power conferred upon
  the Institutional Trustee under the Declaration, including the right to direct
  the Institutional Trustee, as holder of the Debentures, to (i) exercise the
  remedies available under the Indenture as the holder of the Debentures, (ii)
  waive any past default that is waivable under the Indenture, (iii) exercise
  any right to rescind or annul a declaration that the principal of all the Debentures
  shall be due and payable or (iv) consent on behalf of all the Holders of the
  Capital Securities to any amendment, modification or termination of the Indenture
  or the Debentures where such consent shall be required;provided,however,that, where a consent
  or action under the Indenture would require the consent or act of the holders
  of greater than a simple majority in principal amount of Debentures (a "Super
  Majority") affected thereby, the Institutional Trustee may only give such consent
  or take such action at the written direction of the Holders of not less than
  the proportion in liquidation amount of the Capital Securities outstanding which
  the relevant Super Majority represents of the aggregate principal amount of
  the Debentures outstanding. If the Institutional Trustee fails to enforce its
  rights under the Debentures after the Holders of a Majority or Super Majority,
  as the case may be, in liquidation amount of such Capital Securities have so
  directed the Institutional Trustee, to the fullest extent permitted by law,
  a Holder of the Capital Securities may institute a legal proceeding directly
  against the Debenture Issuer to enforce the Institutional Trustee's rights under
  the Debentures without first instituting any legal proceeding against the Institutional
  Trustee or any other person or entity. Notwithstanding the foregoing, if an
  Event of


A-I-11










 Default has occurred and is continuing
  and such event is attributable to the failure of the Debenture Issuer to pay
  interest or premium, if any, on or principal of the Debentures on the date such
  interest, premium, if any, on or principal is payable (or in the case of redemption,
  the redemption date), then a Holder of record of the Capital Securities may
  directly institute a proceeding for enforcement of payment, on or after the
  respective due dates specified in the Debentures, to such Holder directly of
  the principal of or premium, if any, or interest on the Debentures having an
  aggregate principal amount equal to the aggregate liquidation amount of the
  Capital Securities of such Holder. The Institutional Trustee shall notify all
  Holders of the Capital Securities of any default actually known to the Institutional
  Trustee with respect to the Debentures unless (x) such default has been cured
  prior to the giving of such notice or (y) the Institutional Trustee determines
  in good faith that the withholding of such notice is in the interest of the
  Holders of such Capital Securities, except where the default relates to the
  payment of principal of or interest on any of the Debentures. Such notice shall
  state that such Indenture Event of Default also constitutes an Event of Default
  hereunder. Except with respect to directing the time, method and place of conducting
  a proceeding for a remedy, the Institutional Trustee shall not take any of the
  actions described in clause (i), (ii) or (iii) above unless the Institutional
  Trustee has obtained an opinion of tax counsel to the effect that, as a result
  of such action, the Trust will not be classified as other than a grantor trust
  for United States federal income tax purposes.

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

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

  A-I-12






 
Trust to redeem and cancel Capital Securities
  or to distribute the Debentures in accordance with the Declaration and the terms
  of the Securities.

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

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

          6. Voting
  Rights - Common Securities.

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

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

          (c)
  Subject to Section 6.7 of the Declaration and only after
  each Event of Default (if any) with respect to the Capital Securities has been
  cured, waived or otherwise eliminated and subject to the requirements of the
  second to last sentence of this paragraph, the Holders of a Majority in liquidation
  amount of the Common Securities, voting separately as a class, may direct the
  time, method, and place of conducting any proceeding for any remedy available
  to the Institutional Trustee, or exercising any trust or power conferred upon
  the Institutional Trustee under the Declaration, including (i) directing the
  time, method, place of conducting any proceeding for any remedy available to
  the Debenture Trustee, or exercising any trust or power conferred on the Debenture
  Trustee with respect to the Debentures, (ii) waiving any past default and its
  consequences that are waivable under the Indenture, or (iii) exercising any
  right to rescind or annul a declaration that the principal of all the Debentures
  shall be due and payable, provided, however, that, where a consent or action
  under the Indenture would require a Super Majority, the Institutional Trustee
  may only give such consent or take such action at the written direction of the
  Holders of not less than the proportion in liquidation amount of the Common
  Securities which the relevant Super Majority represents of the aggregate principal
  amount of the Debentures outstanding. Notwithstanding this Section 6(c), the
  Institutional Trustee shall not revoke any action previously authorized or approved
  by a vote or consent of the Holders of the Capital Securities. Other than with
  respect to directing the time, method and place of conducting any proceeding
  for any remedy available to the Institutional Trustee or the Debenture Trustee
  as set forth above, the Institutional Trustee shall not take any action described
  in clause (i), (ii) or (iii) above, unless the Institutional Trustee has obtained
  an opinion of tax counsel to the effect that for the purposes of United States
  federal income tax the Trust will not be classified as other than a grantor
  trust on account of such action. If the Institutional Trustee fails to enforce
  its rights under the Declaration, to the fullest extent permitted by law any
  Holder of the Common

A-I-13





 
Securities may institute a legal proceeding
  directly against any Person to enforce the Institutional Trustee's rights under
  the Declaration, without first instituting a legal proceeding against the Institutional
  Trustee or any other Person.

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

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

           7.
  Amendments to Declaration and Indenture.

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

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

 A-I-14









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

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

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

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

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

  A-I-15










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

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

 

 

 

 

 

 

 

 

 

 

 

 

A-I-16











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) TO A "NON U.S. PERSON" IN AN
"OFFSHORE TRANSACTION" PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE DEBENTURE ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE 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,

  A-1-1










 INDIVIDUAL RETIREMENT ACCOUNT OR OTHER
  PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
  ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
  OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING
  ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY
  AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY
  OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE
  EXEMPTION RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
  CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION
  OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406
  OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.
  ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED
  TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS
  NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR
  A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON
  ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR
  ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
  PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION
  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
  APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

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

          
  THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
  LIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS
  THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A LIQUIDATION
  AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
  WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
  OF 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:	[________]


 Certificate Evidencing Capital Securities

of

Gold Banc Capital Trust V


TP Securities


(liquidation amount $1,000 per Capital Security)

          
  Gold Banc Capital Trust V, a statutory trust created under the laws of the State
  of Delaware (the "Trust"), hereby certifies that Merrill Lynch, Pierce, Fenner
  & Smith Incorporated (the "Holder"), is the registered owner of [_______]
  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 November
  10, 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 CAPITAL TRUST V
	 	 	 	 
	 	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 6.00% (the "Fixed Rate") per annum from November 10, 2004 until December 15, 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 2.10% (the "Variable Rate" and together with the Fixed Rate, as applicable, the "Coupon Rate") of the stated liquidation amount of $1,000 per Capital Security (provided, however, that the Coupon Rate for any Distribution Payment Period may not exceed the highest rate permitted by New York law, as the same may be modified by United States law of general applicability), such Coupon Rate being the rate of interest payable on the Debentures to be held by the Institutional Trustee. Distributions in arrears for more than one quarterly period will bear interest thereon compounded quarterly at the then applicable Coupon Rate for each such quarterly period (to the extent permitted by applicable law).
The term "Distributions" as used herein includes cash distributions, any such compounded distributions and any Additional Interest payable on the Debentures unless otherwise stated. A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds legally available in the Property Account therefor. During the Fixed Rate Period, the amount of Distributions payable for any Distribution Payment Period will be computed for any full quarterly Distribution Payment Period on the basis of a 360-day year of twelve 30-day months and the amount payable for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months. Upon expiration of the Fixed Rate Period, distributions will be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant Distribution Payment Period.

          
  Except as otherwise described below, Distributions on the Capital Securities
  will be cumulative, will accrue from the date of original issuance and will
  be payable quarterly in arrears on March 15, June 15, September 15 and December
  15 of each year, commencing on December 15, 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-1-5










 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 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:	1,176	 


 Certificate Evidencing Common Securities
  

  of 

  Gold Banc Capital Trust V

          
Gold Banc Capital Trust V, 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 1,176 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 November 10, 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 November __, 2004.

	 	Gold Banc Capital Trust V
	 	 	 	 
	 	By:	 	 
	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	Administrator


 

 

 

 

 

 

 

 

 

 

A-2-3











[FORM OF REVERSE OF SECURITY]

          
Distributions payable on each Common Security will be payable at a fixed rate of 6.00% (the "Fixed Rate") per annum from November 10, 2004 until December 15, 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 2.10% (the "Variable Rate" and together with the Fixed Rate, as applicable, the "Coupon Rate") of the stated liquidation amount of $1,000 per Capital Security (provided, however, that the Coupon Rate for any Distribution Payment Period may not exceed the highest rate permitted by New York law, as the same may be modified by United States law of general applicability), such Coupon Rate being the rate of interest payable on the Debentures to be held by the Institutional Trustee. Distributions in arrears for more than one quarterly period will bear interest thereon compounded quarterly at the then applicable Coupon Rate for each such quarterly period (to the extent permitted by applicable law).
The term "Distributions" as used herein includes cash distributions, any such compounded distributions and any Additional Interest payable on the Debentures unless otherwise stated. A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds legally available in the Property Account therefor. During the Fixed Rate Period, the amount of Distributions payable for any 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, the amount of distributions payable for any full quarterly Distribution Payment Period shall be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant Distribution
Payment Period.

          
Except as otherwise described below, Distributions on the Common Securities will be cumulative, will accrue from the date of original issuance and will be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 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